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ARTICLE IV Governance

Section 10. Board of Directors

The governing body of DIGNITY shall be a Board of Directors. Only Regular Members of DIGNITY may serve on the Board of Directors.

A. Composition

The Board of Directors shall consist of a minimum of eleven (11) and a maximum of 17 people, whose terms of office will be staggered to ensure continuity. No paid employee of DIGNITY may be a member of the Board of Directors. The Directors shall be:

  1. President and Vice President, elected as a slate with gender parity by the Regular Members and Chartered Chapters in a national election.  In the event there is only one nominee for President and that nominee for President can find no one who is available to run for Vice President who also meets the gender parity requirement, the Board of Directors, by a two-thirds vote, may allow the President nominee to run with no Vice President nominee to fill the slate, in order to allow the national election to take place in a timely manner.  This vacant Vice President position will be filled with gender parity by the Board of Directors according to Sub-Section B of this Article IV by December 31 of the election year in question, which is within three (3) months of this nominee starting his/her term of office as President on October 1 of that same year.
  2. The Secretary, nominated by the President-elect and Vice-President-elect and elected by the Board of Directors.
  3. The Treasurer, nominated by the President-elect and Vice-President elect and elected by the Board of Directors.
  4. Seven (7) Directors, elected by the Regular Members and Chartered Chapters.
  5. Up to six (6) additional Directors elected by a two-thirds vote of the in order to ensure diversity and continuity on the Board, and to meet the special needs of the organization.
B. Term of Office

Directors may serve a maximum of four consecutive two-year terms in any single capacity. The President, Vice-President, Secretary and Treasurer will be elected in odd numbered years. An additional seven (7) Directors will be elected by the membership in a national election with three (3) being elected in the odd numbered years and the other four (4) in the even numbered years.

Up to six (6) Board-elected directors may also be elected by the Board of Directors for two-year terms ending no later than the close of the second fiscal year from the date of their election. The number of Board-elected directors will always be less than the total number of Directors elected by the general membership.

The terms of office of Board-elected Directors, other than the Secretary and Treasurer, shall be staggered; and if there is an odd number of such Directors, the greater number shall have a term of office that ends in the even-numbered years.

All Directors' terms shall begin on October 1 and conclude September 30th two years later unless otherwise stated in these Bylaws.

Members of the Board may resign or be recalled as provided for in the Bylaws.  In the case of a vacancy of the office of President, the Vice President shall automatically assume the office of President if the office of Vice President is not vacant. The current President and Vice President shall remain in office, even if term limited, until their successors are properly elected according to these Bylaws or until they resign or are recalled.

If the offices of the President and Vice President are vacant, the Board of Directors, by a two-thirds vote, may appoint a Regular Member to complete the remainder of the term of President. In the case of a vacancy of a Member-elected Officer or Director for whatever reason, including the unavailability of anyone to run for election to any of these positions, the Board of Directors, by a two-thirds vote, may appoint a Regular Member to complete the remainder of the term of that Officer or Director.  Such an Officer or Director shall be considered as Member-elected for the purposes of determining that the number of Board-elected Directors is less than the number of Member-elected Directors.

C. Powers

Except for those matters specifically reserved to the membership, the Board of Directors shall be vested with full power to conduct all business of DIGNITY, subject to applicable laws, the Articles of Incorporation, and these Bylaws. In addition the Board shall:

  1. have the power to establish rules, regulations and/or procedures consistent with these Bylaws to govern its organization and procedures.
  2. have the power to direct the President, by two-thirds vote of the Board, to call for special meetings of the members.
  3. have the power to name honorary members. An honorary member is a person who has made outstanding contributions in support of the mission and ministry of DIGNITY and the advancement of Gay, Lesbian, Bisexual and Transgendered causes. Honorary members shall be exempt from the payment of dues but shall not have the right to vote.
  4. have the power to appoint the personnel of DIGNITY, define the responsibilities of these positions and fix compensation.
  5. have the power to issue Chapter Charters or to revoke or suspend a Chapter Charter.
  6. have the power to establish the memberships dues and applicable classifications of membership and organizational dues such as Couples, Family, etc.
D. Duties

The Board of Directors shall create written procedures for the conduct of matters assigned to it by these Bylaws. Such procedures will be made available to members upon request.

E. Sessions
  1. Regular Sessions The Board shall hold a minimum of two regular sessions each fiscal year. Sessions may either be in person meetings of the Board or may be conducted by teleconference or equivalent means of communication.
  2. Special Sessions Special sessions of the Board may be called according to procedures established by the Board of Directors.
  3. Business Between Sessions The Board may pass motions between sessions according to the procedures established by the Board of Directors.
F. Quorum

A majority of the members of the Board shall constitute a quorum.

G. Reporting

The Secretary shall create a record of the proceedings of the Board to be published as the official transactions of the Board.

H. Compensation/Financial Responsibility

No member of the Board of Directors shall receive any salary from DIGNITY but may be reimbursed for out of pocket expenses related to performing their duties. The financial responsibility for the operation of the Board of Directors rests with DIGNITY. This includes the travel, meals and lodging costs of the Directors associated with attendance at a Board of Directors meeting.