Bylaws Revision Proposal from DignityUSA Board of Directors May 2017
DignityUSA Bylaws Proposal - May 2017
ARTICLE I - NAME
SECTION 1.01. Name.
The legal name of this Non-Profit Corporation is Dignity, Inc. and since it commonly uses the assumed name of DignityUSA, it is hereinafter usually referred to as DignityUSA.
ARTICLE II - PURPOSES
SECTION 2.01. Purposes.
- The general purposes for which DignityUSA has been established are as follows:
We believe that gay, lesbian, bisexual, transgender, queer, and intersex Catholics in our diversity are members of Christ's mystical body, numbered among the People of God. We have an inherent dignity because God created us, Christ died for us, and the Holy Spirit sanctified us in Baptism, making us temples of the Spirit, and channels through which God's love becomes visible. Because of this, it is our right, our privilege, and our duty to live the sacramental life of the Church, so that we might become more powerful instruments of God's love working among all people.
We believe that gay, lesbian, bisexual, transgender, queer, and intersex persons can express their sexuality and gender identities and expressions in a manner that is consonant with Christ's teaching. We believe that we can express our sexuality physically, in a unitive manner that is loving, life-giving, and life-affirming. We believe that all sexuality should be exercised in an ethically responsible and unselfish way. We believe that our transgender and queer communities can express their core identities in a sincere, affirming and authentic manner.
DignityUSA is organized to unite gay, lesbian, bisexual, transgender, queer, and intersex Catholics, as well as our families, friends and loved ones in order to develop leadership, and be an instrument through which we may be heard by and promote reform in the Church.
To be such an organization, we accept our responsibilities to the Church, to our Catholic heritage, to society, and to individual gay, lesbian, bisexual, transgender, queer, and intersex Catholics.
- TO THE CHURCH: We work for the development of sexual and gender theology leading to the reform of its teachings and practices regarding human sexuality, gender identities, and gender expressions, and for the acceptance of gay, lesbian, bisexual, transgender, queer, and intersex people as full and equal members of the one Christ.
- TO SOCIETY: We work for justice and equality through education and by supporting social and legal reforms.
- TO INDIVIDUAL GAY, LESBIAN, BISEXUAL, TRANSGENDER, QUEER, and INTERSEX CATHOLICS: We reinforce their sense of self-acceptance and dignity and encourage full participation in the life of the Church and society.
As members of Dignity, we promote causes of interest to gay, lesbian, bisexual, transgender, queer, and intersex Catholics. We have five primary areas of concern and commitment:
- SPIRITUAL DEVELOPMENT: We strive to achieve Christian maturity through the sacraments, Scripture, prayer, an active love of neighbor as ourselves, and liturgical celebrations, especially the Mass.
- EDUCATION: We inform ourselves in all matters of faith and of interest to our communities, so that we may grow in maturity and may nurture fulfilling lives in which our sexuality, gender identities, gender expressions and spirituality are integrated.
- SOCIAL JUSTICE: As Catholics and members of society, we involve ourselves in those actions that bring the love of Christ to others and provide the basis of social reform in the Church and society. We are actively involved with:
- Individuals: We lead a life of service to ourselves and others, rendering visible the love of Christ and assisting in the creation of love centered communities.
- Gay, Lesbian, Bisexual, Transgender, Queer, and Intersex Groups: We work with a variety of other groups to seek justice for all persons and to promote a sense of solidarity within the communities.
- Religious and Secular Groups: We work with many groups and organizations so that their members might better understand gay, lesbian, bisexual, transgender, queer, and intersex persons and thus recognize and eliminate present injustices.
- Health Care: We work to promote equal access and justice in all areas of health care and healing.
- Women's Justice Issues: We strive to eradicate sexism and patriarchy in all areas of Church and secular life so that women, both cisgender and transgender, are wholly included, accepted, and welcome.
- EQUALITY ISSUES: We dedicate ourselves to develop the potential of all persons to become more fully human. To do this, we work toward the eradication of all constraints on our personhood based on the ascribed social roles of women and men, transgender and queer persons to promote inclusivity in all areas of liturgical and community life.
- SOCIAL EVENTS: We provide activities of a social and recreational nature in an atmosphere where friendships can develop and mature, and where our sense of self acceptance and dignity is affirmed.
- DignityUSA recognizes the diversity of its members in matters of sexual orientation, gender identity and expression, geographic location, age, financial ability, health, race, ethnicity, family status, physical ability and a multitude of other forms of diversity; and it actively seeks to acknowledge and utilize this diversity in its leadership and in fulfilling its purposes.
SECTION 2.02. Compliance with Tax-Exempt Status
- DignityUSA is established and shall operate exclusively for religious, educational, and charitable purposes within the meaning of IRS Publication 557 Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or the applicable corresponding section(s) of any subsequent federal tax law, as well as any applicable implementing regulations and/or interpretations of the Code authoritatively adopted. In addition, DignityUSA has been formed for the purpose of performing all things incidental, or appropriate to, the foregoing specific and primary purposes. However, DignityUSA shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes.
DignityUSA shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the District of Columbia and as may be necessary or expedient for administration of the affairs and attainment of the purposes of the DignityUSA; but at no time and in no event, shall DignityUSA participate in any activities which are not permitted to be carried on by a nonprofit corporation exempt under Section 501(c)(3) of the the Internal Revenue Code of 1986.
ARTICLE III - OFFICES AND REGISTERED AGENT
SECTION 3.01. Offices.
The principal office of DignityUSA shall be located within or without the District of Columbia at such place as its Board of Directors, hereinafter called the "Board", shall from time to time designate. DignityUSA may maintain additional offices at such other places within or without the District of Columbia as the Board may approve.
SECTION 3.02. Registered Agent.
DignityUSA shall designate a person to serve as its registered agent for the District of Columbia. The Board may change the registered agent from time to time.
ARTICLE IV - MEMBERSHIP
SECTION 4.01. Eligibility for Membership.
DignityUSA shall have members, and the members shall have such rights as are set forth in the District of Columbia Nonprofit Corporation Code (the “Nonprofit Code”), the Articles of Incorporation of DignityUSA, or these Bylaws. Application for membership shall be open to any individual who supports the Purposes of DignityUSA, as set forth in Article II. The Board shall enact, from time to time, procedures for the admission of members together with setting any fee or dues for membership.
SECTION 4.02. Rights of Members.
Each member shall be permitted, on request, to take part in discussions before the membership and be eligible to cast one vote - on matters voted on by ballot by the membership on matters set forth in these Bylaws or on which the Nonprofit Code requires the approval of the membership. Except as otherwise indicated in these Bylaws or required by the Nonprofit Code, the term “member” as used herein shall mean members who are voting members.
SECTION 4.03. Categories of Membership.
The Board shall have the authority to establish and refine categories of membership but shall do so in accordance with the following:
Regular Member. A Regular Member is an individual natural person who pays any required dues for Regular Membership and endorses DignityUSA's Purposes (Article II). Each Regular Member shall have the Rights of Members granted within these Bylaws. If you are not a Regular Member, you do not have the member rights designated herein or rights designated by the Nonprofit Code.
Chartered Chapter. A Chartered Chapter is an affiliation of Regular Members that endorses the purposes of DignityUSA and has been granted Chartered Chapter status by the Board. A Chapter's Charter may be revoked by the Board, with special regard for due process, for any conduct or action on the part of the Chapter that is considered to be in violation of the purposes of DignityUSA or these Bylaws or to be contrary to the best interests of DignityUSA. Each Chartered Chapter shall have two (2) votes granted in these Bylaws. Chapters shall not be used in applying any quorum requirements.
Caucus. A Caucus is a group of Regular Members who unite to discuss and promote shared interests of the group and is granted Caucus status by the Board. Such status may be revoked by the Board for anything that it considers to be in violation of the purposes of DignityUSA or these Bylaws or to be contrary to the best interests of DignityUSA. Each Caucus shall have two (2) votes granted in these Bylaws. Caucuses shall not be used in applying any quorum requirements.
Organizational Member. An Organizational Member shall be any organization that endorses the purposes of DignityUSA (Article II, Section 2.01) and pays the established Dues for Organizational membership and is admitted to such status by the Board; but such status can be revoked by the Board at any time for failure to meet on an ongoing basis the requirements for admission to such status. Each Organizational Member shall have the Rights of a Non-Voting Member granted in these Bylaws. Organizational Members shall not be used in applying any quorum requirements.
Honorary Members. An Honorary Member is any person granted such status by the Board for outstanding contributions in support of DignityUSA's mission and ministry and the advancement of Lesbian, Gay, Bisexual, Transgender, Queer and Intersex causes; but such status may be revoked by the Board for cause. Honorary Members shall be exempt from the payment of dues and shall have the Rights of Non-Voting Members granted in these Bylaws. Honorary Members shall not be used in applying any quorum requirements.
SECTION 4.04. Termination of Membership.
A membership may be terminated voluntarily by the Member or involuntarily by the Board in accordance with rules of Member conduct adopted by the Board. The procedures for terminating a membership that are adopted by the Board shall require due process, including prior notice to the member of the proposed termination and an opportunity to be heard in opposition thereto, including to be heard by those responsible for voting thereon. A membership can be terminated for failure to pay any necessary dues without the need for a hearing.
SECTION 4.05. Rights of Non-Voting Members.
Each non-voting member shall be permitted, on request, to take part in discussions before the membership but shall not be eligible to vote or cast a ballot. Non-voting members shall not be used in applying any applicable quorum requirements.
ARTICLE V - MEETINGS OF THE MEMBERSHIP
SECTION 5.01. Annual Meetings.
- An annual membership meeting shall take place between May 1 and September 30. The Board (or President, with at least the Board's informal approval) will designate the specific location, date, and time of the annual meeting, which need not be in the District of Columbia.
- At the annual meeting, the membership shall receive reports on activities and financial status of DignityUSA and on the direction of DignityUSA for the upcoming fiscal year.
- In years when a formal gathering of the membership (historically called the biennial Convention) is being held, the annual meeting shall be held in conjunction therewith; but when no such formal gathering of the membership is held, the annual meeting may be held by electronic means (audio and/or video) that maximize the feasibility of participation by the membership.
- Failure to hold the annual meeting does not invalidate DignityUSA’s existence or affect any otherwise valid corporate acts.
SECTION 5.02. Special Meetings.
- The President or the Board may at any time call for a special membership meeting, stating a specific location, date, and time.
- Fifteen percent (15%) of the Regular Members may call for a special membership meeting by signing a petition for such a meeting and filing it with the Secretary. The petition shall state the purposes for seeking the special meeting. The President shall designate the specific location, date, and time for such special meeting to be held within 60 days of the receipt of the request by the Secretary and giving notice of the meeting and specifics to the membership 30 days in advance of the date, except to the extent the petition itself consents to a date in a longer timeframe and/or to shorter notice.
- The location of any special meeting need not be in the District of Columbia; but the specifics (location, date, and time) shall maximize the opportunity for all of the membership to attend and participate, after giving due consideration to the purposes for the special meeting. If the Board finds that a Presidential designation fails to do so, it may alter the specifics.
- Once the requisite number of Regular Members has called for a special meeting, the demand for the special meeting cannot be revoked.
SECTION 5.03. Record Date.
The record date shall be the date as of which DignityUSA shall determine who is a Member of DignityUSA eligible to vote at a Member meeting. The record date for an annual meeting of the membership shall be the date that is 30 days prior to the date of the meeting. The record date for a special meeting of the membership called by the President or the Board shall be 15 days prior to the date of the meeting. The record date for a special meeting called by a petition of the required portion of the Regular Members shall be the date that the first Regular Member signs the petition. The determination of who is a Regular Member eligible to vote shall be made as of the close of business on the record date.
SECTION 5.04. Notice of Meetings.
- DignityUSA shall give notice of the location, date, and time of each annual or special membership meeting to all members entitled to vote at the meeting. The notice shall be given at least 60 days before an annual meeting date and 30 days before a special meeting, supplementing it (within five (5) days after the record date) with notice regarding those determined to be eligible after the date on which the original notice was given. The notice of an annual meeting does not need to include a description of the purposes for which the meeting is called. The notice of a special meeting must include a description of the purpose(s) for which the meeting is called including those specified in a membership petition for such a meeting, if called in whole or part pursuant to a membership petition that requires a special meeting.
- Notice is given when it is delivered to the Member, sent by electronic or other delivery method to the Member’s email or mailing address as it appears on the records of DignityUSA. Notwithstanding the foregoing, a Member may waive notice of a membership meeting by a statement in writing filed with the Secretary or by oral statement in the course of such meeting. Attendance at a membership meeting shall also constitute a waiver of notice to that Member, except where that Member states that the Member is attending solely to object to the conduct of business at the meeting because the meeting was unlawfully called and/or convened. Any membership meeting may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by general announcement timely given at the meeting.
SECTION 5.05. Quorum.
Except as otherwise provided in the Nonprofit Code, the Articles of Incorporation, or these Bylaws, ten percent (10%) of the Members entitled to vote in person shall constitute a quorum for any meeting of the membership. For an action by ballot, said action is only valid when the number of votes cast by ballot equals or exceeds ten percent (10%) of the Members entitled to vote.
SECTION 5.06. Conduct of Membership Meeting.
- The President shall preside at each meeting of the membership. The President shall determine the order of business and has authority to establish rules (consistent with the latest edition of Robert's Rules of Order; see infra at Section 11.07) for the conduct of the meeting. The President shall announce at the meeting when the polls close for each matter voted on by the membership. After closing, no ballots or votes (nor otherwise permissible revocations or changes to a vote) may be accepted. Each Regular Member may vote in person as further defined in Section 5.08 and is entitled to one vote.
Any matter put to a membership vote shall be voted upon in person or, when so designated by the President or the Board or these Bylaws, by ballot (in electronic format, via email /or paper format and at timeframe so designated) sent to all Members entitled to vote; but any vote on a final approval of any proposed amendment to these Bylaws shall be conducted by such ballot.
- After fixing a record date for a meeting, DignityUSA shall prepare a list of the names of all its members that are entitled to notice of the meeting, including in compliance with the Nonprofit Code. The list of Members must be available for inspection in accordance with the Nonprofit Code. A Member is entitled to review a copy of the list, during regular business hours at the business office or other publicized, pre-arranged location and at the Member’s expense, during the period it is available for inspection.
- Membership lists are not available for copying or public distribution; but any Member entitled to vote shall, on request in writing, be afforded the opportunity (at the expense of the Member) to have arguments made by the Member (in support of or opposition to any proposed amendment(s) to these Bylaws) be sent (no less than ten (10) days prior to sending of the ballots) to the membership. By unanimous vote of the Board, any scurrilous material may be excluded or refused for purposes of such a Member-requested transmittal.
SECTION 5.07. Voting.
Except as otherwise provided in these Bylaws and subject to quorum rules set forth in Section 5.05, all issues to be voted on shall be decided by a simple majority (i.e., half plus one) of those voting in person at the meeting in which the vote takes place or by simple majority (i.e., half plus one) of the ballots executed and returned, if conducted by ballot. No cumulative voting or voting by proxy is permitted.
SECTION 5.08. Meeting by Electronic Means.
Meetings may occur, in whole or part, by means of electronic conference (telephone, video, or similar means of communication) if all persons who wish to attend and/or participate can hear (and be heard by) each other, without added expense for participants (except for DignityUSA itself), and are given timely advance notice of the opportunity to do so (and how to do so). Participation by any such means constitutes presence in person at the meeting, even in the case of participants who do not actually speak.
ARTICLE VI - BOARD OF DIRECTORS
SECTION 6.01. Function of the Board of Directors.
All the business and affairs of DignityUSA shall be conducted under the direction of its Board of Directors (herein called the "Board"), which shall determine all matters of policy in accord with the provisions of DignityUSA's Articles of Incorporation, these Bylaws, and the Nonprofit Code. The Board may delegate management of activities of DignityUSA to any person(s), management company, or committee(s) however composed, provided that all of the affairs of DignityUSA are managed by, and all the corporate powers of DignityUSA are exercised under the ultimate direction of, the Board (and it should avoid long term, substantial commitments unless it first satisfies itself that they enjoy broad support by DignityUSA's membership). Each Director (as defined in these Bylaws) shall have one vote on all matters brought before the Board; and no one may cast more than one vote on any matter brought before the Board, nor may any vote on any such matter be cast by proxy.
SECTION 6.02. Number of Directors; Qualifications.
- The Board exclusive of officers who are ex officio members of the Board (i.e., President and Vice-President), exclusive of other officers (Secretary and Treasurer) except to the extent that that officer is contemporaneously serving a term of office as a duly-elected or duly-appointed Director, and exclusive of any other official (e.g., an Executive Director, who shall not be eligible to vote on matters brought before the Board) shall consist of a minimum of five (5) and a maximum of seventeen (17) individual natural persons (called the Directors herein), as some targeted actual number within that range is set from time to time by the Board by simple majority (i.e., half plus one) vote.
- The aforesaid range (of minimum and maximum numbers of Directors), from within which the Board sets an actual number (as stated in Section 6.02(a)), may be changed only by a duly-adopted amendment to these Bylaws.
- Directors shall either be elected to be a Director by vote of the membership (in accordance with Section 6.03) or be appointed to be a Director by the Board (by a simple majority vote (i.e., half plus one)). Directors eligible to vote during a meeting are those who have been elected or appointed prior to the beginning of the meeting. The number of appointed Directors shall not exceed the number of elected Directors, at the effective date of the appointment and the next October 1 start date for new terms of office of Director(s), except as otherwise provided in Section 6.05 on filling Director vacancies on the Board.
- No change in the number of Directors set by the Board (Section 602(a)) or the range within which the Board is to do so (Section 602(b)) shall foreshorten any regular term of office being served by any Director; nor shall either type of change take effect less than 180 days in advance of the annual October 1 start date for new terms of office of Director(s), lest any who wish to consider seeking election as a Director have inadequate notice of the opportunities to do so in the annual election.
- The applicable terms of office of Directors shall be staggered (in accordance with Section 6.03) to ensure continuity on the Board.
- A Director must be a Regular Member of DignityUSA; but a Director need not be a resident of the District of Columbia.
- The Executive Director, if any, is an ex-officio member of the Board but is neither a Director nor a holder of any right to vote on matters brought before the Board.
SECTION 6.03. Choosing Directors (and Tenure Thereof)
- Directors (which term does not include anyone who is a Board member exclusively on ex officio basis) are chosen by vote (of the membership) or by appointment (by the Board, by simple majority (i.e., half plus one) vote of the Board). Directors eligible to vote during a meeting are those who have been elected or appointed prior to the beginning of the meeting.
- Each slot (for a Director) on the Board shall be given a chronological number that continues unchanged from term to term; and the number of slots allocated to the appointment-selected group shall not exceed the number allocated to the election-selected group. In order to maximize continuity on the Board, the slots shall be staggered (with, insofar as possible, half the slots in each type-of-selection group having a regular term of office that ends on September 30 each year). Since regular Presidential elections are held in odd-numbered years, the lesser number shall be allocated to odd-numbered years if the total number of Director slots makes it impossible to allocate them exactly equally (between odd-numbered years and even-numbered years).
- The regular term of office for Directors is two years, running from October 1 of one year (in which the particular Director slot is normally filled (or re-filled)) to September 30 two years later; but a slot filled during its regular term of office (due to any vacancy for any reason) does not change the ending date of the regular term of office for any occupant of that slot.
- If a term of office for a Director slot ends (with no successor having been elected or appointed to the next term of office for that slot), the Director shall continue to serve until a successor is duly elected or appointed to it (or a reduction in the number of slots eliminates it).
- A Director may be elected or appointed, for a total of up to four consecutive terms, if still eligible to be a Director. The limit applies without regard to whether the same Director slot is involved; but the limit is waived for a particular term of office if the Board so determines by a two-thirds vote or if service as an elected President or Vice-President has intervened.
- Elections to fill (or re-fill) Director slots chosen by vote of the membership are governed by Section 7.02.
SECTION 6.04. Removal or Resignation of Director.
- The membership may remove any Director with or without cause at any annual or special meeting of the membership, by a two-thirds (2/3) majority vote of the membership present at the meeting, provided a quorum is present. The notice of the meeting at which the removal of a Director is considered must state that one of the purposes of the meeting is to vote on the removal of that Director.
- The Board, by three-quarter (3/4) majority vote, may remove a Director who: (1) has been professionally or legally found to be of unsound mind; (2) has been convicted of a felony; (3) has been found by a final court order to have breached a duty as a Director; (4) has conduct or actions contrary to the Purposes (Article II, Section 2.01) of DignityUSA; or (5) has three unexcused absences in any twelve-month (12-month) period from the duly-scheduled Board meetings where the Secretary was not given prior notice of the absence.
- A Director may resign at any time upon giving written notice to the Secretary. Such resignation shall take effect on the date the notice was delivered to the Secretary, unless some later date is specified in the notice of resignation. No acceptance of such a resignation shall be necessary to make it effective.
SECTION 6.05. Director Vacancies on the Board.
Any Director vacancy may be filled by appointment by the President in accordance with the following:
- A majority of the remaining Directors, regardless of whether sufficient to constitute a quorum otherwise, may at any time fill any Director vacancy on the Board resulting from any cause.
- A Director appointed by the Board to fill a vacancy may serve until the unexpired term of the slot ends, if it is a Board-appointed slot; but if the slot is a membership-elected slot, it shall be re-classified as a Board-appointment slot until the end of the unexpired regular term of office thereof (except from and after its being sooner filled by a special membership election that the Board opts to call to re-fill to that end thereof (and the Board may do that as an adjunct to the regular annual election for filling slots that have an upcoming start of a new term of office)), unless all the other membership-vote Directors concur in the Board's appointment filling that vacancy.
- While there is any unfilled vacancy that results in the number of Directors in Board-appointment slots exceeding the number of Directors in membership-vote slots, the Director in the former group with the least consecutive Board service shall be a non-voting Board member (other than to vote to fill vacancies in Director slots on the Board).
SECTION 6.06. Annual and Regular Meetings.
DignityUSA shall hold an annual meeting of its Board for:
(1) reporting on status and finances of DignityUSA; and
(2) the transaction of other business as may properly come before the meeting.
- This annual meeting shall be held in the fourth (4th) quarter of DignityUSA’s fiscal year, at such location, date, and time as determined by the Board.
- DignityUSA may hold other regular Board meetings at such location, date, and time as the Board determines.
- Unless DignityUSA's Articles of Incorporation, the Nonprofit Code, or these Bylaws provide otherwise, any business may be considered at the annual Board meeting or any other regular Board meeting, without such business having been specified in the notice for such meeting.
- Failure to hold an annual meeting of the Board does not invalidate DignityUSA's existence or affect any otherwise valid corporate acts.
SECTION 6.07. Special Meetings.
The President or any two (2) Directors may call for a special meeting of the Board at any time, by notice to the Secretary specifying a location, date, and time proposed for it. Any business may be considered at any special meeting without such business having been specified in any notice for such a meeting; provided, however, that if voting on the removal of a Director is a purpose of the meeting, the notice must state that and identify the Director involved.
SECTION 6.08. Notice of Meeting.
- The Secretary (or such person’s designee) shall give notice of any meeting of the Board to each Director (and to each officer or other ex officio member of the Board). The notice shall state the location, date, and time of the meeting, as set by the Board in the case of any annual or regular meeting, for a date that allows for notice at least 30 days in advance of the meeting; but in the case of a special meeting, the notice shall use the location, date, and time proposed in the call for the special meeting (and offer a means to lodge formal objection to the arrangements for the special meeting). If the Secretary receives such formal objection to the arrangements for the special meeting, the Secretary shall poll (by telephone and/or email) those with a right to vote on matters brought before the Board, so that new arrangements can be made if a majority (of those with such a right to vote) object to the arrangements
- Specifics of the arrangements selected for any Board meeting shall give due regard to the practicality of those arrangements for those who may need to travel from afar, as well as the importance and urgency of matters to be brought before the Board at such meeting. In case of doubt, options to attend by telephonic or other electronic means should be expressly offered.
- Notwithstanding the foregoing, a Director may waive notice to that Director of any meeting of the Board by a written statement filed with the Secretary or oral statement to like effect at the meeting. A Director's attendance at a meeting of the Board shall also constitute a waiver of notice to that Director, except where that Director states that he or she is attending solely to object to the conduct of business on the ground(s) that the meeting was not lawfully called or convened. Any meeting of the Board may adjourn, from time to time, to reconvene at the same or some other place; and no notice need be given of any such adjourned meeting other than by general announcement timely made during the meeting.
SECTION 6.09. Quorum.
Unless the Articles of Incorporation, the Nonprofit Code, or these Bylaws require some greater proportion, the action of a majority (i.e., half plus one) of the Directors present at a meeting at which a quorum is present shall constitute action of the Board. A majority (i.e., half plus one) of the Board (Directors eligible to vote during a meeting are those who have been elected or appointed prior to the beginning of the meeting) shall constitute a quorum for the transaction of business. The Directors present at a duly-organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum; but weighty and/or controversial items shall, whenever possible, be taken up in advance of such eventuality, upon request timely made. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting, from time to time, on the same day at the same location until a quorum is present; and any business may be transacted at that time that could have been transacted at the meeting as originally called.
SECTION 6.10. Action by Written Consent.
Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, if unanimous written consent of the Board that sets forth the action to be taken is signed by each Director having a right to vote and filed with the minutes of proceedings of the Board. Caution is advisable, lest some relevant considerations be unknown to some Directors.
SECTION 6.11. Meeting by Electronic Means.
Members of the Board may participate in a meeting by electronic means (telephone, video, or similar means of communication) if all persons participating in the meeting can hear (and be heard by) each other, without additional expense for participants (except DignityUSA itself). Participation by any such means constitutes presence in person at the meeting, even in the case of a participant who does not actually speak.
SECTION 6.12. Compensation.
DignityUSA shall not pay any compensation to any Officer or Director for any services rendered to DignityUSA as such, except that they may be reimbursed for expenses incurred in the performance of his or her duties as such to DignityUSA, in reasonable amounts as approved by the Board; or, in the alternative, they may claim such expenses as in-kind donations to DignityUSA.
ARTICLE VII - COMMITTEES
SECTION 7.01. Board Committees.
- The Board may establish one or more standing committees comprised of one or more Directors. The Board may delegate to these committees any of the powers of the Board, except power to (1) elect or remove Directors; (2) approve the dissolution, merger, or reorganization of DignityUSA or distribution of assets thereof; (3) amend the Articles of Incorporation or the Bylaws; (4) approve or propose to members any action that the Nonprofit Code, the Articles of Incorporation or these Bylaws require to be approved by the membership; (5) expend funds in excess of a budget set for the committee by the Board; or (6) decide some or all other matters as the Board determines to exclude, individually or wholly, from such delegated authority for the committee.
- The President shall, subject to ongoing approval of the Board, appoint members and the Chairperson of each committee. Each committee shall have at least one Director as a committee member. Each committee shall adopt rules of procedure for its business based upon a majority (i.e., half plus one) decision of the committee. The President shall be an ex officio voting member of all committees. A committee may conduct any meeting thereof by electronic means in accordance with the provisions of Section 6.11.
- Each member of a committee shall serve until the next annual meeting of the Board and until such member’s successor on the committee is appointed, unless: (1) the committee shall be sooner terminated, (2) such member be removed from such committee, with or without cause, by the Board, (3) such member shall resign from such committee, or (4) such member ceases to be a member in good standing of DignityUSA.
SECTION 7.02. Oversight of Elections.
The Nominations Committee and the Elections Committee shall have oversight of elections by the general membership of DignityUSA to elect its President (and its Vice-President, with gender diversity on a unified ticket with the President) and to elect the Directors who are elected to the Board by the general membership, in accord with this Section 7.02. The Board, by two-thirds (2/3) majority vote, shall establish these committees at least six (6) months prior to the start of a new term of office on October 1 for affected offices and shall publicize the upcoming election (and positions, including which Director slots, to be filled (or re-filled) in the election).
- The Board shall annually appoint a Nominations Committee, consisting of a minimum of three (3) Regular Members; but no individual seeking any nomination may serve on the Committee. The Committee is tasked to seek desirable talents, skills, and leadership skills in the membership (including wide geographic representation), encouraging wide communication among prospective candidates and others to identify good candidates, and with facilitating interested Regular Members in being nominated by self or others for position(s) to be filled in the upcoming election.
- Each year, one or more for Director slots on the Board will be filled by a membership vote in that calendar year, including slots that are vacant or are to become vacant by the expiration of terms of office of incumbents on September 30 of that calendar year. In odd-numbered years, the President (and Vice-President with gender diversity and elected as a unified ticket with the candidate for President) will also be elected by membership vote, so the Nomination Committee is tasked not only regarding candidates for Director slot(s) but also for President and Vice-President.
- The Nominating Committee shall not endorse any candidate for any office; and it shall ensure that all Regular Members are afforded the opportunity to be nominated for any available office, by themselves or another Member. It will provide a list to the Elections Committee of all who accept nomination to an office to use in preparing ballots; and the term of office of the Nominations committee itself will end once the balloting starts.
- The Board shall annually appoint an Elections Committee, consisting of a minimum of three (3) Regular Members. No individual seeking election may serve on the Elections Committee. The Board shall determine the timeline for elections with the input of the Elections Committee. The committee will oversee the entire national voting process including, but not limited to, verifying petitions for elections, preparation of ballots (including candidate statements), distribution of ballots, receipt of the returned/voted ballots, and tabulation of results. The term of office of the committee will end with the acceptance of the election results by the Board.
- The Elections Committee shall prepare ballots based on the Nomination Committee list of eligible Members who have expressed an intent to become a candidate. The Elections Committee shall determine the electronic and paper format in which ballots are to be sent to and received from eligible voters (including, in the ballot package, candidate statements and a notice to voters setting forth the number of votes each voter may cast for Director when more than one Director slot is to be filled in the election); and a ballot for a President/Vice-President election may be separate from the ballot for the Director slot(s) but shall be transmitted to voters together in a single package. The Elections Committee (or its designee) shall provide ballots to eligible Members at least thirty (30) days prior to close of the balloting; shall receive the return of ballots; shall, on close of the balloting, certify the ballots and determine the outcome (with vote totals) for each position.
- In membership voting to elect Directors, each Member eligible to vote shall be eligible to cast a number of votes equal to the number of Director slots to be filled (or re-filled) by membership vote in the election but with no cumulative voting (i.e., casting more than one vote for any one candidate). Winners are those getting the greatest number of votes; and in vote-total order, winners pick which (filled or re-filled) slot to occupy.
- The Elections Committee shall report the results of the voting to the Board. In the event of a tie vote, the Board will vote to break the tie. The Secretary shall notify candidates of the results within ten (10) days of the report to the Board and shall notify the membership of the results within thirty (30) days of the report to the Board.
SECTION 7.03. Special Committees of the Board.
The Board may create (and appoint the membership) of one or more special committees for such special tasks as the Board determines are warranted by circumstances. Such special committees shall limit their activities to the accomplishment of the task for which they are created and shall have no power to act, except such as is specifically conferred by the Board from time to time. If a proposal(s) to amend these Bylaws is/are in the offing, a special committee to study and/or facilitate the processes should be considered.
SECTION 7.04. Advisory Committees.
- The Board may appoint individuals who may or may not be Directors of DignityUSA to serve as an advisory committee to the Board. The advisory committees shall have such functions and responsibilities specified by the Board; but the Board may not delegate any if its power, authority, or functions to any such committee. Each such committee may adopt rules of procedure for its business that are consistent with the rules adopted by the Board.
- The President shall appoint the Chairperson and all other members of each advisory committee, subject to approval by the Board. A majority (i.e., half plus one) of the members of an advisory committee shall constitute a quorum for the transaction of business. The members of an advisory committee may conduct any meeting thereof by conference telephone or similar communications means in accord with the provisions of Section 6.11.
- Each member of an advisory committee shall serve until the next annual meeting of the Board and until such member’s successor is appointed, unless: (1) the committee shall be terminated sooner; (2) such member be removed with or without cause, by a vote of the Board; or (3) such member shall resign from such committee.
SECTION 7.05. Compensation of Members of Committees.
DignityUSA shall not pay any compensation to any member of any committee for any services rendered to DignityUSA as such, except that a member may be reimbursed for the expenses incurred in the performance of his or her duties to DignityUSA, in reasonable amounts (as approved by the Board). A committee member who serves DignityUSA in some other capacity may receive reasonable compensation for such other services if approved by the Board.
ARTICLE VIII - OFFICERS
SECTION 8.01. Officers.
DignityUSA shall have the following officers: a President, a Vice-President, a Secretary, and a Treasurer. The President and the Vice-President shall be Regular Members of DignityUSA and shall have been so for at least the three (3) years prior to taking office and shall be ex officio members of the Board; and the Secretary and the Treasurer shall be Regular Members of DignityUSA but need not be Board members. No person may hold more than a single officer position at any one time nor hold any single position for more than four (4) consecutive terms.
SECTION 8.02. President.
The President shall preside at all meetings of the Board at which the President is present; and, in general, the President shall perform all duties assigned from time to time to the President by these Bylaws or the Board. The President shall be the chief executive officer of DignityUSA; and the President shall be an ex officio member of the Board (but not a Director as that term is used in these Bylaws) and shall have one vote on matters brought before the Board including approval of officers but shall cast no vote, except to break a tie.
SECTION 8.03. Vice-President
The Vice-President, in the absence of the President, shall preside at meetings of the Board at which the Vice-President is present. In general, the Vice-President shall perform all the duties incident to the office of a Vice-President of a corporation and such other duties as are from time to time assigned to the Vice-President by the Board. The Vice-President shall be an ex officio member of the Board (but not a Director as that term is used in these Bylaws) and shall have one vote on matters brought before the Board including approval of officers.
SECTION 8.04. Secretary
The Secretary shall keep the minutes of the meetings of the Board and of committee reports. The Secretary shall see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law and shall be custodian of the records of DignityUSA. In general, the Secretary shall perform all of the duties incident to the office of a corporate Secretary (of a corporation) and other duties as are from time to time assigned by the Board.
SECTION 8.05. Treasurer.
The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of DignityUSA, and shall deposit, or cause to be deposited, in the name of DignityUSA, all moneys or other valuable effects in such banks, trust companies, or other depositories as shall, from time to time, be selected by the Board. The Treasurer shall render to the President and to the Board, whenever requested, an account of the financial condition of DignityUSA. In general, the Treasurer shall perform all of the duties incident to the office of a Treasurer (of a corporation) and other duties as are from time to time assigned by the Board.
SECTION 8.06. Election/Appointment and Tenure of Officers.
- The President and Vice-President shall be elected by vote of the Membership and shall have a regular term of office starting on October 1 in an odd-numbered year and ending on September 30 two years later. If a President’s term of office expires and a successor has not been elected, the President shall continue to serve until a successor is elected.
- Oversight of elections of the President and Vice-President is governed by provisions of Section 7.02.
- The President and the Vice-President shall be elected as a unified slate (with gender diversity) by vote of the membership. Each candidate for President shall be permitted to furnish for inclusion in the ballot package (sent to the membership voting) a statement of biography, experience, and other qualifications in support of the unified slate of that candidate.
- If there is only one nominee for President and that nominee for President can find no one to run for Vice-President, who meets the gender diverse requirement, the Board (by two-thirds (2/3) majority vote) may allow the nominee for President to run on a slate without a Vice-President nominee, to allow the election to occur in a timely manner. The Vice-Presidency shall be filled by the Board, pursuant to Section 8.08, after the election and the President's new term of office has begun.
- The incoming newly-elected (or re-elected) President shall appoint the other officers (Secretary and Treasurer), subject to approval by the Board, as constituted in the wake of the election. Such other officers shall have a regular term of office of two (2) years starting on the same October 1 when the President's new term began and ending September 30 two years later.
SECTION 8.07. Removal or Resignation of an Officer.
- The membership may remove any officer or other official with or without cause at an annual or special meeting of the membership, by the affirmative vote of a two-thirds (2/3) majority of the members present at the meeting, provided a quorum is present. The notice of the meeting at which the removal of an officer or Director is to be considered must state that one of the purposes of the meeting is to vote on that removal, identifying the affected official.
- The Board, by a three-quarters (3/4) majority vote of the Board, may remove any official including the President for cause who: (1) has been professionally or legally found of unsound mind; (2) has been convicted of a felony; (3) has been found by a final court order to have breached a duty as an officer; (4) has conduct or action that is contrary to the Purposes (Article II, Section 2.01) of DignityUSA; or (5)in the case of any officer with three (3) or more unexcused absences, where the Secretary has not been given prior notice that the officer will be absent from a Board meeting, in any twelve month period.
- An officer may resign at any time by submitting a written notice to the Secretary. Such resignation shall take effect on the date the notice was delivered to the Secretary, unless some subsequent date is specified in the notice of resignation. No acceptance of a resignation shall be necessary to make it effective.
SECTION 8.08. Vacancies.
Any vacancy in any office (except President) may be filled by an appointment by the President, subject to simple majority (i.e., half plus one) approval of the Board at any regular or special meeting of the Board or by unanimous written consent of the Board. In the event of a vacancy in the Presidency, the Vice-President shall fill the remainder of the regular term of office. If no Vice-President is available, the Presidency shall be filled by a Regular Member appointed by and subject to simple majority (i.e., half plus one) approval of the Board.
SECTION 8.09. Executive Director.
- The Board may appoint an Executive Director, who shall be DignityUSA's chief operating official (but not a corporate officer as such) and shall report to the President and employed by the Board. Subject to the Board's direction, the Executive Director shall:
- be responsible for general supervision of DignityUSA's business and affairs,
- be responsible for providing leadership and direction to DignityUSA, and
- establish and maintain management systems needed to ensure (and report on) implementation of policies established by the Board.
- The Executive Director, who shall serve at the will of the Board, shall be appointed by the Board. The Executive Director may be removed, with or without cause, by the Board by simple majority (i.e., half plus one) vote.
- The Executive Director shall report to the Board (and to the President between meetings of the Board).
ARTICLE IX – INDEMNIFICATION
SECTION 9.01. Statutory Mandatory Indemnification.
DignityUSA shall indemnify any officer or Director to the extent the officer or Director was successful, on the merits or otherwise, in the defense of any proceeding to which the officer or Director was a party because he or she is or was such an officer or Director for the reasonable expenses incurred by the officer or Director in connection with the proceeding.
SECTION 9.02 Additional Indemnification.
- DignityUSA may also indemnify an officer or Director who is a party to a proceeding because he or she is or was an officer or Director against liability incurred in the proceeding if the individual:
- acted in good faith;
- reasonably believed:
a) In the case of conduct in an official capacity, that the conduct was in the best interests of DignityUSA, and
b) In all other cases, that the individual’s conduct was at least not opposed to the best interests of DignityUSA;
- in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; and
- in the case of an employee benefit plan, reasonably believed such actions to be in the interests of the participants in and the beneficiaries of the plan.
- Any such determination shall be made in accordance with the Nonprofit Code, as follows:
- by majority vote of the disinterested Directors, a majority of whom will constitute a quorum for that purpose;
- by a majority of the members of a committee of two or more disinterested Directors appointed by such a vote;
- if there are no disinterested Directors, by the members or by special legal counsel selected in the manner prescribed in the Nonprofit Code, provided the special legal counsel determines that indemnification is permissible because the officer or Director has met the relevant standard of conduct in these Bylaws and Nonprofit Code;
- by an affirmative vote of the membership at a duly called meeting of the membership at which a quorum is present; or
- by a court of competent jurisdiction.
- The termination of a proceeding by judgment, order, settlement, or conviction (or upon a plea of nolo contendere or its equivalent) is not, in itself, determinative that the officer or Director did not meet the standard of conduct contained in this Section 9.02.
- Unless otherwise ordered by a court of competent jurisdiction, DignityUSA may not indemnify an officer or Director if such indemnification is otherwise prohibited by law.
- With respect to any matter disposed of by a settlement or compromise payment by suchperson, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such settlement or compromise payment is approved
- by a majority vote of the disinterested Directors, a majority of whom will constitute a quorum for that purpose;
- by a majority of the members of a committee of two or more disinterested Directors appointed by such a vote;
- if there are no disinterested Directors, by the membership or by special legal counsel selected in the manner prescribed in the Nonprofit Code, provided the special legal counsel determines that indemnification is permissible because the officer or Director has met the relevant standard of conduct in the Bylaws and Nonprofit Code; or
- by a court of competent jurisdiction.
SECTION 9.03. Advancement of Expenses.
- DignityUSA may advance funds to pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because he or she was an officer or Director of DignityUSA if the individual delivers to DignityUSA:
- a written statement signed by the individual setting forth his or her good faith belief that he or she has met the relevant standard of conduct described in these Bylaws and the Nonprofit Code, and
- an undertaking in the form of an unlimited general obligation to repay any funds advanced if the individual is not entitled to indemnification under these Bylaws or mandatory indemnification under the Nonprofit Code.
- Such authorization shall be conducted in the same manner as that specified in Section 9.02(b).
SECTION 9.04. Selection of Counsel.
DignityUSA shall have the right to select attorneys and to approve any legal expenses incurred in connection with any suit, action or proceeding to which this indemnification applies. Unless DignityUSA waives such right, DignityUSA shall not be required to indemnify any Director or officer for expenses of counsel not selected by DignityUSA.
SECTION 9.05. Definitions.
For the purposes of this Article IX: The terms “disinterested Director,” “Director,” and “officer” shall have such meanings as provided in the Nonprofit Code.
SECTION 9.06. Not Exclusive Right.
The indemnification provided by these Bylaws shall not be deemed exclusive of any other rights which a Director or officer may have by agreement with DignityUSA or otherwise.
SECTION 9.07. Severability.
Every provision of this Article IX is severable, and if any term or provision is invalid for any reason(s), whatsoever, such invalidity shall not affect the validity of the remainder of this Article IX.
ARTICLE X – ACCEPTANCE OF DONATIONS
SECTION 10.01. Adoption of Guidelines
The Board may establish guidelines governing the conditions under which DignityUSA will accept donations (of an inter vivos or testamentary nature) not intended as wholly unrestricted, for use by DignityUSA at its own discretion to promote its tax-exempt Purposes (Article II).
SECTION 10.02. Maintenance of Tax Exempt Status.
DignityUSA will not accept any donation that is subject to conditions, express or implied, that would draw into question its status as a tax-exempt organization were it to accept and/or use it.
SECTION 10.03. Dedicated Funds
- In compliance with the foregoing provisions of this Article and these Bylaws in all respects, the Board may create (or renew) one or more funds dedicated to advancement of some specified project or portion of its activities, for the purpose of attracting donations intended by the donor for deposit into the particular fund for use for that purpose by DignityUSA.
- Absent a written agreement (approved by the Board) entered into between a donor and DignityUSA to a contrary effect, any donation to such a dedicated fund that cannot in the opinion of the Board be wisely spent for the stated purpose of that dedicated fund within three (3) years of receipt thereof may be transferred to DignityUSA's general account by the Board by simple majority (i.e., half plus one) vote.
SECTION 10.04 Income-Producing Funds
- The Board may create/renew a dedicated fund for purposes of producing investment income on donations deposited therein, for unrestricted use of the income for general purposes of DignityUSA (or deposit to another dedicated fund if still in existence under Section 10.03).
- A dedicated fund of the type referred to in this Section 10.04 shall not be subject to the provisions of Subsection 10.03(b), unless that fund reaches the point where it has failed to produce any income in any three (3) consecutive calendar (or DignityUSA fiscal) years.
- Absent a written agreement (approved by the Board) entered into between donors and DignityUSA to a contrary effect with respect to a particular fund, any donation to a fund of the type referred to in this Section 10.04 shall be subject to invasion of principal approved by a two-thirds (2/3) majority vote of the Board to deal with any emergency or critical shortfall in overall income necessary to pursuing its Purposes (Article II). Periodic reports on the financial condition of DignityUSA to the membership shall give notice of such an invasion.
ARTICLE XI – MISCELLANEOUS
SECTION 11.01. Maintenance of Tax Exempt Status.
DignityUSA shall not carry on any activities that are not permitted to be carried on: (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent United States internal revenue law), the "Code," or (ii) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1986 (or corresponding provisions of a subsequent United States internal revenue law), the "Code." Upon termination, dissolution or final liquidation of DignityUSA in any manner or for any reason, its assets (if any) remaining after payment (or provision for payment) of all liabilities of DignityUSA shall be distributed to, and only to, one or more organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent United States internal revenue law), the "Code," as the Board shall determine (by majority vote). Such distribution of assets shall be calculated to carry out the objectives and purposes stated in the Articles of Incorporation. In no event shall any such assets/property be distributed to any Member, Director, or officer, or to any private individual.
SECTION 11.02. Fiscal Year.
The fiscal year of DignityUSA shall be the twelve calendar month period that begins October 1 and ends September 30 of the following year, unless otherwise provided by the Board.
SECTION 11.03. Corporate Seal.
The Board of Directors shall provide a suitable seal, bearing the name of Dignity, Inc. (the formal legal name of DignityUSA), which shall be in the charge of the Secretary. The Board may authorize one or more duplicate seals and provide for the custody thereof. If DignityUSA is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule or regulation relating to a corporate seal to place the word "Seal" adjacent to the signature of the person authorized to sign the document on behalf of DignityUSA.
SECTION 11.04. Voting Upon Shares in Other Corporations.
The President, the Treasurer, or the Executive Director (or a proxy appointed by any of them) may vote stock of other corporations or associations, registered in the name of DignityUSA. The Board, however, may appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of the resolution of the Board.
SECTION 11.05. Execution of Documents.
A person who holds more than one position in DignityUSA may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.
SECTION 11.06. Checks, Drafts, Etc.
All checks, drafts, and orders for the payment of money, notes, and any other evidences of indebtedness, issued in the name of DignityUSA, shall (unless otherwise provided by the Board, including any banking resolution) be signed by the Executive Director, the Treasurer, or the President (or by the designees of any of them; provided, however, that each designee shall be approved in advance by the Board, which may impose additional limitations on such re-delegated authority).
SECTION 11.07. Parliamentary Authority.
- The latest edition of Robert's Rules of Order shall govern in all matters not otherwise covered within these Bylaws.
- The Board may appoint a parliamentarian to serve as a source of advice of an informal nature. Where appropriate, the President and/or Board should seek advice from the parliamentarian, who may or may not be a member of the Board.
SECTION 11.08. Amendments to these Bylaws.
- These Bylaws may be amended by a proposal to make an amendment that is submitted to the DignityUSA Secretary by either a motion of the Board of Directors or by fifteen percent (15%) of the Regular Members. After a duly-called membership meeting where at least 60 days notice has been given to Regular Members to discuss the bylaw amendment proposal, a ballot shall be sent to the Regular Members as designated in Sections 5.05 and 5.06. The amendment proposal (including the exact text of the current by-law and the proposed amendment) shall be sent to the membership for a vote, that requires approval by majority (i.e., half plus one) of the Regular Members voting on the proposal for such approval.
- Any proposal that:
- provides that some of the Members have different rights from other Members with respect to voting, dissolution, transfer of membership, or otherwise,
- relate to the termination or suspension of membership rights, and/or
- require change in the definition of cause with respect to the removal of a Director elected by the membership,
shall specifically be subject to approval of the membership at a duly-called membership meeting called for the purpose.
CERTIFICATE OF CORPORATE SECRETARY
I, [SECRETARY_NAME], certify that I am the current duly-elected and acting Secretary of Dignity, Inc. (also known as (and cited in these Bylaws) as DignityUSA), and that the above bylaws, consisting of [NUMBER_OF_PAGES] pages, are the bylaws of this corporation as adopted by the Board of Directors thereof and the Membership thereof on this [DAY_ADOPTED] day of [MONTH_ADOPTED] [YEAR_ADOPTED], and that they have not been amended or modified since said date.
This revision of the bylaws shall supersede all prior versions of the bylaws previous approved by the Membership and/or Board of Directors including but not limited to those of: 1/85; 8/85; 7/87; 8/89; 8/91; 4/93; 10/1/93; 8/99; 7/01; 8/09.
EXECUTED on this [DAY_EXECUTED] day of [MONTH_EXECUTED] [YEAR_EXECUTED], in the County of [NON-PROFIT_COUNTY] in the State [NON-PROFIT_STATE].
(Duly-Appointed Corporate Secretary)
SEAL OF DIGNITY, INC