Bylaws

ARTICLE I

NAME

The Name of the Corporation shall be San Gabriel Valley Pride  (hereinafter referred to as “SGVP”).

PURPOSE

1.         The SGVP is organized for the following purposes:  to produce events that enable and empower the Gay, Lesbian, Bisexual and Transgender (“GLBT”) community; to serve as a source of information and communication between the GLBT and the community-at-large to work toward better understanding and tolerance; to inform and educate the community-at-large of the cultural and artistic activities and opportunities of the GLBT community.

ARTICLE II

OFFICES

1.         The SGVP may have such offices as the Board of Directors may require.  The principal office shall be located in the County of Los Angeles in the State of California.

ARTICLE III

MEMBERS

1.             Members.   The eligibility and qualifications for membership and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the SGVP or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the SGVP shall be affixed to the Bylaws of the SGVP and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.

2.             The Board of Directors. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the SGVP.  Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures ' of an officer or officers designated by the Board of Directors and may bear the seal of the SGVP or facsimile thereof.

ARTICLE IV

MEETING OF MEMBERS

1.            Annual Meeting. An Annual Meeting of the members shall be held on the last Monday in the month of March. The Board of Directors shall determine the time and place of the meeting and may change the date to avoid legal holidays. The meeting will be for the purpose of holding elections and for the transaction of such other business as may come before the meeting.

2.            Special Meetings. Special meetings of the members may be called by the President or the Board of Directors.

3.            Notice of Meetings. Written notice of a meeting of the members shall be sent to each member, not less than 10 days nor more than 60 days before the date set for the meeting. Such notice shall state the place, date, and time of the meeting. Notice for an Annual Meeting shall state that the meeting is being called for the purpose of conducting elections and for the transaction of such other business as may properly come before the meeting. Notices of special meetings shall state the purpose or purposes for which the meeting is called. Notice shall be sent via electronic communications (e.g. e-mail, text messaging, etc.);  notice also shall be posted on the SGVP website and distributed via the SGVP e-Newsletter .

4.            Quorum. At least a simple majority (50 percent plus one) of the membership must be present at any meeting of the members before business may be conducted. However, if a quorum is not present, a majority of the members present at the meeting may adjourn the meeting without further notice.

5.            Voting. At all meetings, the membership may vote by a showing of hands. Written ballots may be used when requested by a simple majority of members present. Any member may vote by written proxy.

ARTICLE V

BOARD OF DIRECTIORS

1.            General Powers. The affairs of the SGVP shall be managed by the Board of Directors.

2.            Board Members. The minimum number of Directors shall be three.  Each Director shall hold office until such Director's successor is elected at an Annual Meeting of the members, and duly qualified.  The Board shall consist of all officers along with such other Director positions as determined by the members at their Annual Meeting.

If additional Directors are to be elected to increase the size of the Board, this shall be done by election at the Annual Meeting or a Special Meeting called for that purpose.

3.            Regular Meetings. The Board of Directors shall hold their Meetings at a time and place to be determined by the Board. The Board may provide by resolution for additional regular meetings to be held without notice except as provided by the resolution itself.

4.            Special Meetings. The President or any two Directors may call for special meetings of the Board and fix the time and place for said meetings.

5.            Notice. Directors shall be notified of any special meeting by advance notice sent at least 10 days before the time set for the meeting. The notices may be sent to the (electronic) addresses as shown on the records of the SGVP. Lack of notice is waived by written waiver or attendance at the meeting without protest.

6.            Quorum. A majority of the Directors must be present in order to conduct business.  However, a majority of those present may adjourn the meeting without further notice.

7.            Vacancies. Any vacancy on the Board may be filled by the affirmative vote of a majority of the remaining Directors, even if less than a quorum of the Board. A Director so elected to fill a vacancy shall complete the unexpired term of that Director's predecessor in office.

8.            Compensation. The Board may provide that a reasonable salary or reasonable other compensation be paid to any Director or other employee for his or her services. The Board may also provide by resolution that any corporate agent be indemnified for expenses and costs, including legal fees which were necessarily incurred in connection with any claim asserted against that corporate agent by reason of his or her being or having been a corporate agent. However, no indemnification shall be allowed if the Director was guilty of misconduct regarding the matter in which indemnity is sought.

9.            Removal. The Board of Directors may, by a two-thirds majority vote remove any Director at any time if, in its judgment, the best interests of the SGVP would be served thereby.

ARTICLE VI

OFFICERS

1.            Officers. The officers of the SGVP shall be as follows:

President

Vice President

Secretary

Treasurer

Any two or more offices may be held by the same person except the offices of President and Secretary.

2.            Term. Officers shall be elected annually by the members at their Annual Meeting. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall remain in office until that officer's successor is elected and qualified, subject to earlier termination by removal or resignation.

3.            President. The President shall be the principal officer of the SGVP and shall supervise and control all of the business and affairs of the SGVP. The President shall preside at all meetings of the members and the Board of Directors. The President shall have all such powers as may reasonably be construed as belonging to the chief executive of a non-profit corporation.

4.            Vice President. The Vice President shall perform the duties of the President in the absence of the President or in the event of the President's inability or refusal to act.

5.            Secretary. The Secretary shall keep the minutes and official records and correspondence of the SGVP;  see that all notices are given in accordance with these Bylaws or as provided by law;  keep the seal of the SGVP and affix same to corporate documents;  keep a list of all members and Directors and their contact information;  and, in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.

6.            Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds, securities, and accounts of the SGVP, and, in general, perform all the duties incidental to the office of Treasurer and other duties as may be assigned by the President or Board of Directors.

ARTICLE VII

COMMITTEES

1.            Committees. The Board of Directors may, by resolution of a majority of the Board, establish committees of two or more Directors to conduct the management of the SGVP. Other committees may be established consisting of members of the SGVP, but may not exercise the authority of the Board of Directors in the management of the SGVP. All committees shall function in accordance with the rules and procedures established by the Board of Directors.

ARTICLE VIII

SEAL

1.            Seal. The seal of the SGVP shall be in the form affixed below.

ARTICLE IX

AMENDMENTS

1.            Amendments. These Bylaws may be amended or repealed by an affirmative vote of at least two-thirds of those present at a meeting of the members called for the purpose of acting upon such amendment (provided that a quorum is present).

2.            These Bylaws were revised by an affirmative vote of the Board of Directors at a Special Meeting called for that purpose on 2011 March 14.