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Revised January 21, 2006
SECTION 1, NAME. The name of the organization shall be the Lambda Letters Project, Inc. (Hereinafter may be referred to as "corporation" or "project").
SECTION 2, OFFICE. The principal office of the corporation shall be maintained in the State of California at such place as may be determined from time to time by the Board of Directors (hereinafter may be referred to as "board").
SECTION 1, PURPOSE. The purposes of this corporation are to promote people of color, feminist, lesbian, gay, bisexual, transgender, intersex, AIDS/HIV+ status, and people of low economic status advocacy and to bring people of color, women, lesbians, gays, bisexuals, transgenders, people with intersex , people affected by or living with AIDS/HIV+ status, and people of low economic status into full participation in the mainstream of American society now, exercising all the privileges and responsibilities thereof. The specific purpose of this corporation is to assist its members and other interested persons to express their views in letters, telephone calls and through other methods of communication on the above issue to legislators, elected and appointed officials, representatives of private industry and others.
SECTION 2, POLICY. The corporation shall be governed by the bylaws of the corporation, the policies approved by the members of the corporation at the annual membership meeting in accordance with Article IV, MEETINGS OF MEMBERS, and the guidelines established by the board under ARTICLE VII, BOARD OF DIRECTORS. The corporation shall not discriminate in any manner. Subject to compliance with any applicable laws, and subject to the articles of the corporation, this company may engage in any business activity.
SECTION 1, MEMBERS. A member is defined as any person who subscribes to the purposes of the Lambda Letters Project, Inc., and is a volunteer or contributor to the corporation or who is a letter writer in good standing (as established by the Board), and who has paid dues as may be assessed by the board under article IX. A "letter writer" is a person who signs letters prepared by the project or composes original letters and submits them to the project for transmission to the addressee.
SECTION 2, MEMBERSHIP CHAPTERS. This corporation may establish Chapters within the State of California.
SECTION 3, VOTING RIGHTS. Each member who has been a member in good standing for sixty (60) days prior to the date of any meeting of members and is present at such meeting shall be entitled to one vote on each matter submitted to a vote of the membership. However, in the election of board members and changes in the bylaws, vote may be in person or by mail.
SECTION 4, AUTHORITY. The members voting at the annual membership meeting shall constitute the policy-making body of the organization.
SECTION 1, ANNUAL MEETING. The annual meeting of members shall be the general membership assembly of the Lambda Letters Project, Inc. The annual meeting shall establish policy, adopt program priorities, approve the annual budget and transact any other business as may come before the members. The Board of Directors shall be elected at an annual meeting. Not less than thirty (30) days prior notice of the date, time and site of the annual meeting shall be delivered by mail to each member and such a mailing shall include a proxy statement which may be signed and returned by each member.
SECTION 2, SPECIAL MEETINGS. Special meetings of members at which corporate action may be taken may be called by the board on thirty (30) days prior notice to the members or by not less than five 15) percent of the current members by means of a signed petition. The board, with forty-five (45) days of receipt of such a petition shall designate the time, date, location and purpose of the special meeting. The board shall be responsible for giving notice of the special meeting to each member thirty (30) days prior to the date set for the special meeting and shall be responsible for sending a proxy statement which may be signed and returned by each member.
SECTION 3, QUORUM. One third (1/3) of the total membership present in person or by proxy.
SECTION 1, TITLES AND DUTIES. The board of directors shall elect the officers of the corporation. The officers of the corporation shall consist of a Chair, a Vice-chair, a Secretary and a Treasurer. Not more than one (1) office or voting position may be held by the same person on the board concurrently. The officers may assign such duties as may be necessary to implement the performance of their duties but they may not delegate responsibility. The officers shall be responsible at all time to the board and to the members.
A. The Chair shall be a voting member of the board and principal officer of the corporation. S/He shall be the recognized and official spokesperson for the corporation but may, from time to time, delegate such functions to other officers. The Chair shall prepare the agenda for the board meetings and shall chair them, but in the event of absence or inability of the Chair to perform these duties they shall be performed by the Vice-chair.
The Chair shall be elected in even-numbered years, serve for a term of two years and may subsequently be elected to serve as Vice-chair, Secretary or Treasurer. The Chair or, if absent, the Vice-chair shall preside at meetings of the board and at membership meetings. Together or separately with the Treasurer (or in the case of non-financial matters, another member of the corporation) they may sign any documents or instruments which the board has authorized to be executed except when the signing and execution thereof shall be expressly delegated by the board, these bylaws or by statute to some other officer or agent of the corporation. The Chair shall supervise the other officers of the corporation and any paid or volunteer staff of the corporation.
If a full or part-time administrator, compensated or uncompensated, is to be appointed s/he shall be nominated by the Chair to the board for approval. The administrator shall be a non-voting ex-officio member of the board and the executive committee.
B. The Vice-chair shall be elected in odd-numbered years and shall serve under the same limitations as the Chair. The Vice-chair shall be a voting member of the board.
C. The Secretary of the corporation shall be elected at the annual meeting in even-numbered years, and shall serve for a term of two years . The Secretary shall be a voting member of the board and shall prepare, transcribe and mail or distribute the minutes of board and Executive Committee meetings to each officer, board member and staff person and shall keep permanent records of the minutes.
The Secretary shall make copies of the annual meeting transcript available to members of the corporation at cost, upon request.
D. The Treasurer, a voting member of the board, shall be elected for a two-year term in odd-numbered years . S/He shall be the chief financial officer of the corporation. The Treasurer shall maintain the books of account and financial records of the corporation.
SECTION 2, OFFICERS' COMMITTEES. Nothing herein shall preclude any officer from seeking assistance from among the members of the corporation in the performance of mandated duties. Any officer may convene a committee from among the directors of the board and the members of the corporation whose responsibility it shall be to consult with and assist the respective officer in the performance of the duties of that office.
SECTION 3, TERM OF OFFICE. Each officer shall serve for a two-year term. Terms of office shall commence thirty (30) days from the close of the meeting at which the election occurred and end two (2) years later but may serve until successors have been duly qualified and elected.
The Executive Committee (in this article referred to as "committee") shall consist of the elected officers and shall be chaired by the Chair. When serious financial, legislative or administrative matters require action between board meetings, this committee may act on behalf of the board by majority vote, provided that such action shall not be inconsistent with project policy or these bylaws. Committee decisions shall be presented for ratification to the board at its next meeting.
SECTION 1, NUMBER OF DIRECTORS. The Board of Directors shall be composed of not less than six (6) nor more than twenty-one (21) persons.
SECTION 2, COMPOSITION. The board shall be composed of the elected officers of the corporation and at-large members. The corporation shall strive always to include men and women; lesbians, gays and bisexuals; people living with or affected by HIV/AIDS, people of color, transgenders and people with intersex represented on the board.
The term of office shall be two years but without restriction on the number of terms. If a board member is serving as an officer of the corporation, s/he will remain on the board for the length of the term of office without standing for reelection to the board.
SECTION 3, GENERAL POWERS. The board shall manage the affairs and control the funds and property of the corporation and may adopt necessary rules, policies and regulations and take other actions necessary to implement the purpose of the organization, all being subject to the instructions or decisions of the membership meeting. At all times the board shall perform its functions and exercise its authority in the best interests of the organization and its members. Any board member may be removed for cause by a vote of two-thirds (2/3) of the membership of the board.
SECTION 4, VOTING RIGHTS. Each member of the board shall have one (1) vote on each matter submitted to a vote of the board.
SECTION 5, MEETINGS. Regular meetings of the board shall be held at least quarterly, the date and site to be set by the board. Special meetings may be called by a majority of the board.
SECTION 6, QUORUM. A majority of the members of the board (including officers) shall constitute a quorum.
SECTION 7, VACANCIES. Any board member who fails to attend one (1) board meeting without explanation or communication and who then fails to respond within thirty (30) days to a certified letter of inquiry as to reason for the absence shall be deem to have abandoned the office. Such office shall be immediately declared vacant by the Chair (or Vice-chair when the office in question is that of the Chair). A vacancy in the office of Chair shall be filled by the Vice-chair for the remainder of the unexpired portion of the term.
In the event of a vacancy in any office other than Chair, within seven (7) days of the vacancy the Chair shall request nominations for a replacement for the unexpired term within thirty (30) days by the Nominating Committee from members of the board. The Executive Committee by meeting, conference call or mail ballot may fill the office by majority vote subject to ratification at the next regularly scheduled board meeting.
SECTION 8, NOMINATIONS COMMITTEE.
A. There shall be a permanent Nominations Committee consisting of the Chair and Vice-chair and three persons to be elected by the board from among the directors and members of the corporation.
B. In order to comply with the California Non-Profit Corporation Code, it shall be presumed that for each election, all eligible members of the corporation are automatically nominated sixty (60) days prior to the meeting at which that board member is to be elected. Those members who wish to be listed in the Nominations Committee report which is required to be circulated to all members thirty (30) days prior to the date of the election shall confirm their nominations in writing no later than sixty (60) days prior to the date on which the election is to be held. Nominees who do not submit such confirmation may confirm their candidacies by announcement from the floor during the appropriate part of the meeting at which the election occurs. Members whose nominations are not confirmed by either method shall be deemed to have withdrawn from nomination. Only those persons who have been members in good standing of the project for six (6) months prior to the date of the election are eligible for nomination to office.
SECTION 9, ELECTIONS. Board members shall be elected by a majority of the members voting at the annual meeting. If elected by written ballot the ballots shall be tallied by the Nominations Committee, otherwise balloting shall be conducted according to the parliamentary authority prescribed in these bylaws.
SECTION 10, COMPENSATION. The board shall serve without compensation except for travel expenses and expenses related to the project's function. The board shall determine the salary of any paid officer. Honoraria received from engagements as a result of holding a paid office shall revert to the corporation less expenses incurred for the engagement.
SECTION 1, FORMATION AND PURPOSE. The board may, by majority vote, establish administrative committees and appoint chairpersons thereof for the purpose of planning and directing the work necessary to accomplish organizational goals in a specific area.
SECTION 2, STRUCTURE. Membership on committees shall be open to all members of the corporation. Appointments and replacements to committees other than that of the committee chair shall be made by the committee chair with the approval of the corporation Chair. Committees shall submit reports of their activities to the board as needed.
SECTION 3, FINANCE AND BUDGET COMMITTEE. The board shall establish a Finance and Budget Committee comprised of the Chair and Vice-chair as ex-officio members, and Treasurer as committee chair, and such number of other members as may be elected by the board.
SECTION 1, DUES. The amount of any dues assessed shall be set by the board.
SECTION 2, AUDIT. The books of account of the organization shall be reviewed annually.
SECTION 3, ANNUAL FISCAL REPORT. The Annual Fiscal Report, which shall be based on the annual compilation shall be completed no later than ninety (90) days after the fiscal year end. The Treasurer shall notify members of the project of their right to request a copy of the annual fiscal report. Copies of the annual fiscal report shall be distributed at the board meeting following completion of the fiscal report.
SECTION 4, BOOKS AND RECORDS. The books and records of the corporation, with the exception of the membership roster of members, may be inspected by any member or by an agent or attorney of the member for any purpose giving reasonable notice and taking place at the normal site of the holding of books and records. The membership roster shall not be available for inspection by members, except as may be required by law.
SECTION 5, FISCAL YEAR. The fiscal year of the corporation shall begin on the first day of January each year and end on the last day of December each year.
SECTION 6, CHECK SIGNATURES. Any corporation bank account shall have on file with the bank the signatures of the Chair, Vice-chair, Secretary and the Treasurer. Two of these signatures shall be required on every check.
SECTION 7, BUDGET. The Finance and Budget Committee shall prepare a proposed line-item budget for each fiscal year. The budget shall be approved by a majority of the members present and voting at a meeting preceding the commencement of the next fiscal year. By a majority vote, review and revision of the budget may occur at any regular or special meeting of the board.
SECTION 1, COMPOSITION. At any time when the project plans to employ staff with financial remuneration, a Personnel Committee shall be appointed by the board. The committee shall be composed of five (5) members. The board shall fill vacancies as they occur.
SECTION 2, PROCEDURES. The committee shall propose personnel policies of the organization, including but not limited to job descriptions and duty statements, job interview guidelines, hiring/firing procedures, job performance standards and compensation packages. The committee shall present the personnel policies to the board as recommendations for final approval as well as any subsequent modifications or amendments. All employees shall serve at the pleasure of the board.
These bylaws may be amended by a majority vote of the members voting at any annual membership meeting or by a majority of the returned ballots in the event of a mail referendum, provided that such bylaws may not contain any provision in conflict with law or with the articles of this corporation.
Except as provided herein, all proceedings of this organization shall be governed by Robert's Rules of Order, Newly Revised, but the board by majority vote may adopt standing rules of the board to facilitate proceedings.
CERTIFICATE OF SECRETARY
I hereby certify that I am the duly elected and acting Secretary of said corporation and that the foregoing Bylaws comprising 7 pages, constitute the bylaws duly amended at a meeting of the Board of Directors on January 2 1, 2006 .
Anne Daniels
January 21, 2006
This page updated March 4, 2006.