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St. Cloud OUT - Bylaws

Article I – Name and Purpose

Section 1 – Name: The name of the organization shall be St. Cloud OUT. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.

Section 2 – Purpose: The purpose of St. Cloud OUT is to serve the needs of the Gay, Lesbian, Bisexual, Transgender and Allied (GLBTA) community in the tri-county St. Cloud area and to provide solidarity and support to area GLBTA organizations

Article II – Membership

Section 1 – Eligibility for Membership: Voting membership shall be open to any interested individual in the greater St. Cloud Area Gay, Lesbian, Bisexual, Transgender and Allied (GLBTA) community.

Section 2 – Rights of Members: All members have the right to voice their opinions and ideas at any St. Cloud OUT gathering/meeting and know that they will be treated with respect by other members. All members have the right to vote on issues which will affect the group.

Article III – Meetings of Members

Section 1 – Regular Meetings: St. Cloud OUT meetings will be held monthly, although meetings may be canceled due to inclement weather or other circumstances. A minimum of ten (10) meetings will be held per year.

Section 2 – Annual Meetings: An annual meeting of all members shall take place in the month of May, the specific date, time and location of which will be designated by the facilitator. At the annual meeting the members shall hold elections to fill those leadership positions which are open, and determine the direction of the association for the coming year.

Section 3 – Special Meetings: Special meetings may be called by the facilitator or Advisory Committee.

Section 4 – Notice of Meetings: Printed notice of each meeting shall be given to each member by e-mail not less than one week prior to the meeting.

Section 5 – Quorum: A minimum of six (6) members present at any properly announced meeting shall constitute a quorum.

Section 6 – Voting: Most issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Amendments to bylaws will require at least two-thirds majority of voting members present.

Article IV – Advisory Committee

Section 1 – Board role, size and compensation: The Advisory Committee is responsible for making recommendations concerning the overall policy and direction of the association, but does not have the exclusive power to vote on policy decisions. The Advisory Committee shall have up to five (5) but not fewer than three (3) members. The Advisory Committee receives no financial compensation for their duties.

Section 2 – Terms: All Advisory Committee members shall serve two-year terms but are eligible for re-election up to three (3) consecutive terms.

Section 3 – Meetings and Notices: The Advisory Committee shall meet at least quarterly at an agreed upon time and place. An official Advisory Committee meeting requires that each Advisory Committee member have notice at least one week in advance.

Section 4 – Advisory Committee Elections: All Advisory Committee members shall be elected or re-elected by the members at the annual meeting and will be elected by a simple majority of members present. Advisory Committee member terms shall be staggered so that there will be openings on a yearly basis.

Section 5 – Election Procedures: Any member can nominate a candidate to the slate of nominees.

Section 6 – Quorum: More than one-half of Advisory Committee members must be present at any properly announced meeting to constitute a quorum.

Section 7 – Officers and Duties: There shall be three (3) officers of the advisory committee, consisting of a Facilitator, a Secretary, and a Treasurer. There also may be up to 2 members at large. Officer duties are as follows:

The Facilitator shall convene regularly scheduled meetings, shall preside or arrange for other members of the Advisory Committee to preside at each meeting in the following order: secretary, treasurer. The facilitator will also set the agenda for meetings with input and assistance from the Advisory Committee and members.

The Secretary shall be responsible for keeping records of Advisory Committee actions, including overseeing the taking of minutes at all Advisory Committee and regular meetings, sending out meeting announcements, distributing copies of minutes and the agenda, and assuring that corporate records be maintained. The secretary shall also be responsible for managing the St. Cloud OUT e-list and group. If at all possible, a member at large will be selected to assist the secretary with these duties.

The Treasurer shall make a report at each meeting and shall provide a written summary to members on an annual basis. The treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members, general members and the public.

Section 8 – Vacancies: When a vacancy on the Advisory Committee exists, the Facilitator may ask for nominations, to be voted upon within two regular meetings. These vacancies will be filled only to the end of the particular Advisory Committee member’s term.

Section 9 – Resignation, termination and absences: An Advisory Committee member may be terminated from the Committee due to excess absences. Excess absences are defined as more than 3 consecutive absences from board and/or regular meetings in a year. An Advisory Committee member may be removed for other reasons by a three-fourths vote of the remaining Committee members. Advisory Committee members may resign from their positions by notifying the Facilitator in writing a minimum of one month prior to their effective resignation.

Section 10 – Special Meetings: Special meetings of the board shall be called upon the request of the Facilitator or two-thirds of the Advisory Committee. Notices of special meetings shall be sent out by the secretary to each Committee member at least one week in advance.

Article V – Committees

Section 1 – Committee Formation: The Advisory Committee and/or regular membership shall approve committees as needed, such as fundraising, events planning, public relations/communications, etc. Each committee shall appoint its own facilitator.

Section 2 – Standing Committees: St. Cloud OUT will have the following standing committees:

Article VI – Financial Policies

St. Cloud OUT members shall abide by the Financial Policies as laid out separately.

Article VII – Amendments

Section 1 – Amendments: Proposed amendments must be submitted at a regular monthly meeting. The Secretary will sent out the proposed amendment with regular minutes and announcements. The amendment will be voted on at the next monthly meeting and must be approved by two-thirds majority of those in attendance.

Article VIII - Absentee Voting

If a member notifies the Secretary of their vote on an issue before the scheduled meeting, their vote will count.


These bylaws were approved at a meeting of the St. Cloud OUT membership by a two-thirds majority vote on May 11, 2005

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