ARTICLE I — NAME AND PURPOSE
Section 1 — Name: The name of the organization shall be The Gay Coaches Alliance. It shall be a nonprofit organization incorporated under the laws of the State of New York.
Section 2 — Purpose: The Gay Coaches Alliance is organized exclusively for the following purposes:
The Gay Coaches Alliance is a professional association of gay coaches working together to empower our vibrant practices and inspire each other to do creative impactful work
We support each other in living lives, which promote a new generation of leadership, as well as promote new cultural shifts and changes.
We do this through monthly collaborative coaching, sharing of tools & skills, co-creation of events that grow our abilities and community, and an annual conference bringing us together in fellowship and community.
ARTICLE II — MEMBERSHIP
Section 1 — Eligibility for membership: Application for voting membership shall be open to any gay man who has been trained as a coach and maintains a coaching practice either working with gay men, or in some way supporting the lives of gay men.
Membership is granted after completion and receipt of a membership application and payment of quarterly dues.
Section 2 — Annual dues: The amount required for annual dues shall be $200 each year, unless changed by a majority vote of the Board Members at an annual meeting of the Board. Continued membership is contingent upon being up-to-date on membership dues.
Section 3 — Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
Section 4 — Associate membership: The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE III — MEETINGS OF MEMBERS
Section 1 — Regular meetings: Regular meetings of the members shall be held monthly, via tele-conference.
Section 2 — Annual Membership Meeting: An annual meeting of the members shall take place in the month of May, the specific date, time and location of which will be designated by the board. At the annual meeting/conference the members will receive reports on the activities of the alliance, and provide input to determine the direction of the alliance for the coming year.
Section 3 — Special meetings: Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by fifty percent of voting members may also call a special meeting.
Section 4 — Notice of meetings: Notice of each annual meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.
Section 5 — Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 6 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV — BOARD OF DIRECTORS
Section 1 — The board is responsible for overall policy and direction of the Alliance. The membership of the Board of Directors shall be no fewer than four (4) and no more than six (6) members. The board receives no compensation other than reasonable expenses. The board consists of the Executive Committee and 2 at-large members.
Section 2 — Terms: All board members shall serve 1-year terms, but are eligible for re-election for up to four consecutive terms.
Section 3 — Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.
Section 4 — Board elections: New directors and current directors shall be elected or re-elected by the current board members by majority vote. Each member will serve a minimum 1-year term, with an option of serving for 4 years.
Section 5 — Election procedures: The initial board will be chosen by the founders. In subsequent years, a Board Nominating Committee (2 members of the current board) shall be responsible for nominating prospective board members representing the association’s diverse constituency. Any member can nominate himself to serve on the Board.
Section 6 — Quorum: A quorum must be attended by at least fifty percent of board members for business transactions to take place and motions to pass.
Section 7 — Officers and Duties: There shall be four officers of the board, consisting of a President, Vice President, Treasurer, and Secretary. Their duties are as follows:
The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Board to preside.
The Vice President shall stand in for the President when he is unavailable. He will also assist in the duties of the President.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each board meeting. The treasurer shall assist in the preparation of the budget, collect dues, pay bills, maintain the bank account and make financial information available to board members.
Section 8 — Vacancies: When a vacancy on the board exists mid-term, the sec- retary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.
Section 9 — Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, or more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 11 — Special meetings: Special meetings of the board shall be called upon the request of the president, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
ARTICLE V — COMMITTEES
Section 1 — Committee formation: The board may create committees as needed, such as conference committees. The board president appoints all committee chairs.
Section 2 — Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 – Membership Committee: The membership committee: keeps track of member payments, signs up new members, updates the board of directors on any additions or deletions to/from the membership, and specifically updates the Webmaster.
Section 4 – Steering Committee for Conference: The Steering Committee for the annual conference functions to: oversee all of the conference committees, set and monitor the timeline for the conference, meet monthly (between August – May) by teleconference with the conference committee co-chairs to support them.
ARTICLE VI — AMENDMENTS
Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds of majority of the board of directors. Proposed amendments must be submitted to the Secretary two weeks before the next board meeting so that members can be prepared.
These bylaws were approved at a meeting of the board of directors by a two- thirds majority.