BY-LAWS OF DIGNITY/PHILADELPHIA - Ratified by the General Assembly April 3, 2016
ARTICLE I GENERAL
ARTICLE II MEMBERS
ARTICLE III BOARD OF DIRECTORS
ARTICLE IV DIRECTORS
ARTICLE V ELECTION PROCESS
ARTICLE VI BUSINESS MEETINGS
ARTICLE VII AMENDMENTS
ARTICLE VIII CHAPLAINS AND PRESIDERS
ARTICLE I – GENERAL
Section 1. The name of the organization shall be Dignity/Philadelphia, a Pennsylvania non-profit corporation.
Section 2. We are affiliated with DignityUSA, Inc., which is a non-profit corporation.
ARTICLE II - MEMBERS
Section 1. Our membership is open to all persons who agree with the purposes of Dignity/Philadelphia and wish to affiliate with us.
Section 2. Payment of dues for a period of one whole year is a condition of membership and membership renewals. Dues shall be established from time to time by the Board of Directors.
ARTICLE III – BOARD OF DIRECTORS
Section 1. The Board of Directors (BOD) shall consist of five members who shall serve for two-year terms. Two-year terms will be staggered so that three or two members will end their terms each year. Board members are elected by a process described in Article V. Directors are limited to two consecutive elected terms.
Section 2. The BOD shall exercise all corporate powers, and shall provide for the carrying out of all corporate duties.
Section 3. The BOD has the power to establish policies and procedures for its own operation, which must be consistent with these bylaws. A quorum of the Board is a majority of the members then in office. Three consecutive absences from regular BOD meetings is cause for removal from the Board.
Section 4. In order to hold a position on the BOD, one must maintain chapter membership in the following manner:
1. All Board members must have been a member of this chapter for at least one year immediately before election to the BOD.
2. A BOD member must maintain membership during the entire term of office.
Section 5. All of the activities of the Chapter shall be carried out by Service Groups and Working Committees, both of which will be under the general control, direction and supervision of the BOD.
There are two Service Groups, Liturgy and Communication. The coordinator(s) of a Service Group is designated, appointed or removed by majority vote of their group; he or she must be a member at the time of appointment. A majority of Service Group members may appoint and remove other group members. Service Group members do not need to be dues paid members. Service Groups must maintain Procedural Manuals as approved by the BOD.
Working Committees for special or specific needs will be appointed by the BOD. The coordinator(s) of a Working Committee shall be appointed by the BOD with specific directions as to that working group’s goal or task and must be a dues paid member.
Committee members do not need to be dues paid members of the chapter.
Section 6. Board meetings must be held each month to conduct chapter business and receive reports from service groups and working committees as needed. Any action which could be taken at a BOD meeting can be taken without a meeting if a majority of Board members entitled to vote on such action individually consent to such action.
Section 7. A member of the BOD is subject to recall if that member fails to perform effectively or violates the trust of office. A recall election shall be called upon written petition by 10% of the membership. A recall election shall occur by paper ballot at a special business meeting called with two weeks written notice. The Board member is removed from office if 50% plus one or more of the membership present approve. Thereafter, the vacant position will be filled according to the appropriate By-Laws provision.
ARTICLE IV - DIRECTORS
Section 1. The BOD consists of five directors. They have the powers and duties specified in Robert's Rules of Order, Newly Revised, in addition to the powers and duties set forth in these bylaws and any Procedural Manuals maintained by the chapter. One person may not hold more than one office at the same time.
Section 2. At the first meeting of the BOD following an election of Board members, the elected Directors will designate one of the Directors as President. Also, one Board member will be designated as responsible for chapter membership, one Board member will be designated as responsible for chapter finances and one Board member will be designated as responsible for chapter record keeping. The fifth Board member will fill in for other Directors as necessary due to a temporary absence of one of the other Board members. The BOD may also choose to designate the fifth Director to be responsible for a particular task depending on the needs of the Chapter at that time. The BOD may choose to change the responsibilities of a Director for good reasons. The Director will always maintain her or his original term of service on the BOD.
Section 3. If the office of President becomes vacant for any reason, the BOD will appoint a President. In the event of the resignation of a Director, the BOD may appoint a chapter member to fill the remainder of the vacant seat of the Board. Any Director appointed to the Board to fill a vacant position can be elected to a full two year term following the expiration of their appointed term of office.
Section 4. In the event of the resignation of a Director, the BOD may appoint a chapter member to fill the remainder of the vacant seat of the Board. Any Director appointed to the Board to fill a vacant position can be elected to a full two year term following the expiration of their appointed term of office.
Section 5. Only Directors have a vote at Board meetings. Any chapter member may attend and participate at Board meetings.
Section 6. BOD members may serve as signers on chapter bank accounts. Each bank account shall require two signers for any withdrawal.
ARTICLE V - ELECTION PROCESS FOR THE BOARD OF DIRECTORS
Section 1. Please see Article III – The Board of Directors, Section 1, to determine the number of seats on the BOD up for election in any one year and the term of office for the vacant seats.
Section 2. Notice shall be given both verbal and written of the call for nominations of candidates who may choose to run for the BOD, and shall be given reasonably prior to those meetings convened for the purpose of taking nominations. All candidates shall be nominated during one of two business meetings held on successive weekends during the month(s) of March and/or April.
Section 3. A general election of Directors shall be held in the month of May and newly elected Directors shall assume their duties on June 1.
Section 4. An individual is eligible to stand for election to the BOD when such individual is in good standing for a minimum of one (1) year. Directors must remain members in good standing for the duration of their respective tenures.
Section 5. The BOD shall appoint in March a Working Committee which shall have a least two (2) members other than a member from the BOD.
Section 6. The responsibilities of this Working Committee are:
1. Notify the membership of the call for nominations of candidates who choose to stand for election to the BOD.
2. Establish the dates of the general business meetings that shall be convened for the purpose of taking nominations and conduct the business of these meetings. At the time of the last general business meeting for nominations, in the case of uncontested elections, motions shall be accepted from the floor for election by acclamation.
3. In the case of a contested election to the BOD, forward to the membership ballots to be used in elections which shall list the respective candidates nominated to stand for the BOD.
4. Set the close of voting twenty-one (21) days after the close of nominations.
5. Certify the results of the vote.
6. Report the results of the vote to the membership within ten (10) days of the closing date for voting.
ARTICLE VI –SEMI-ANNUAL BUSINESS MEETINGS & OTHER MEETINGS
Section 1. Semi-annual business meetings shall be called by the BOD. At these meetings, a report on the state of the chapter shall be given to the membership by the BOD. Other general meetings may be called by the Board or by a petition signed by 25% of the members and filed with the Board. Notice of each general business meeting shall be conveyed to each member at least five days before the meeting. The notice may be included in the newsletter or a calendar of our events. A quorum at a semi-annual business meeting is 10% of the members. If quorum is not reached, the semi-annual business meeting becomes a community meeting, reports are delivered but motions cannot be made and voted upon.
Section 2. Semi-annual business meetings will be conducted in the same format as a BOD meeting. Motions that are to have a binding effect on the BOD or the chapter as a whole may be placed and seconded by any members at any semi-annual business meeting. This will be an agenda item at the next semi-annual business meeting or at a special meeting called by the BOD.
ARTICLE VII - AMENDMENTS
Section 1. An amendment to these bylaws may be proposed by the BOD or by a petition signed by 10% of the members and filed with the Board.
Section 2. The procedure for voting is by mail ballot as specified in Article VI, above. The entire text of the amendment, including all additions and/or deletions, shall be included with the ballots.
Section 3. An amendment shall be adopted when there is a majority of the votes cast.
ARTICLE VIII – CHAPLAINS AND PRESIDERS
Section 1. The Chaplains of DIGNITY/PHILADELPHIA will minister to the spiritual needs of and provide spiritual guidance to individuals, couples, groups, committees, the leadership of DIGNITY/PHILADELPHIA, and the Lesbian/Gay/Bisexual/Transgender community at large.
Section 2. Presiders of DIGNITY/PHILADELPHIA will conduct Eucharistic Liturgies at our regularly scheduled Sunday liturgies and Holy Days of Obligation. Presiders will be ordained priests of the Roman Catholic Church.
Section 3. The Liturgy Service Group is responsible for recommending to the BOD candidates for chaplain and presider.
Section 4. A chaplain or presider may not be nominated for, elected to, or appointed to the BOD.