Log Cabin Republicans/ District of Columbia, Inc.,
a District of Columbia Non-Profit Corporation
Log Cabin – District of Columbia is organized to promote the common good and general welfare of the gay and lesbian community within the Republican Party of the District of Columbia .
Log Cabin – District of Columbia shall be dedicated to the interests of the gay and lesbian community within the Republican Party of the District of Columbia. It shall assist in the development and enactment of policies affecting the gay and lesbian community within the Republican Party and municipal, state, and federal governments. Its membership shall advocate and support initiatives, activities, and/or candidates which (i) provide equal rights under law to persons who are gay or lesbian, (ii) promote nondiscrimination against or harassment of persons who are gay or lesbian, and (iii) encourage participation in the Republican Party by gay and lesbian Americans.
Name and Registration; Relationship to LCR, Inc.
Section 1.01 Name.
The name of this corporation is “Log Cabin Republicans – District of Columbia, Inc.” (hereinafter, the “Corporation”).
Section 1.02 Doing Business Name. The Corporation may also do business as “LCR-DC”.
Section 1.03 Registered Agent.
The registered agent of the Corporation shall be determined by the Board of Directors in its discretion, and the name and address of said agent shall be filed as specified by the Code of the District of Columbia and any regulations issued thereunder.
Section 1.04 Chartered Chapter.
The Corporation shall be a Chartered Chapter of LCR, Inc. and shall operate in full compliance with the bylaws, policies, and procedures of LCR, Inc. The Officers of the Corporation shall take such actions as are necessary to ensure that the Corporation fulfills its obligations as a Chartered Chapter.
Section 1.05 Forfeiture.
In the event the Corporation fails to operate in compliance with the bylaws, policies, and procedures of LCR, Inc. and is notified of the revocation of its Charter, it shall forfeit the right to use the name “Log Cabin Republicans” and shall immediately cease and desist from the use of such name.
Section 2.01 Prohibition Against Sharing in Corporate Earnings.
(a) No part of the earnings of the Corporation shall inure to the benefit of or be distributable to its incorporators, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.
(b) All Directors and Officers of the Corporation shall be deemed to have expressly consented and agreed that, upon the dissolution or winding up of the affairs of the Corporation, the Board shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of the remaining assets of the Corporation exclusively for the purposes and in the manner set out in the Articles of Incorporation.
Section 2.02 Exempt Activities.
In all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, whether voluntary or involuntary or by operation of law, the Board of Directors shall observe the following:
(a) The Corporation shall not have or exercise any power or authority, either expressly or by interpretation or operation of law, nor shall it directly or indirectly engage in any activity, that would prevent it from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any subsequent tax law).
(b) Neither the whole, nor any part or portion, of the assets or net earnings of the Corporation shall be used, nor shall the Corporation ever be organized or operated, for objects or purposes other than those set out in the Articles of Incorporation and these By-Laws.
Section 3.01 Qualifications. The membership of the Corporation shall consist of individuals:
(a) who subscribe to the mission and purposes of the Corporation; and
(b) who pay the requisite membership dues.
Section 3.02 Membership Rights.
(a) A member shall have the right to hold office in the Corporation and to participate and vote on the election of Officers, amendments to the By-Laws, endorsements, and such other matters as may come before a meeting of the members of the Corporation.
(b) (i) One member shall have one vote.
(ii) No proxies or absentee ballots shall be permitted in voting at membership meetings.
Section 3.03 Dues.
(a) Annual membership dues shall be established by the Board of Directors, provided that any change in membership dues shall become effective no sooner than thirty (30) days after notice of such change is given to the members.
(b) The annual dues of current members of the Corporation shall be due and payable on the first day of January of each year. The annual dues received from new members during the course of the year shall be in such amount and cover such period of time as the Treasurer may determine in accordance with related guidelines established by the Board of Directors.
(c) Except for the renewal of membership dues that are received within sixty (60) days after they are payable, no person shall have or may exercise any right of membership until fifteen (15) days after the receipt of that person’s annual dues by the Treasurer.
(d) The fiscal year of the Corporation shall be the calendar year.
Section 4.01 Regular, Annual, and Special Meetings.
(a) Unless otherwise prescribed by the Board of Directors, a Regular Meeting of the membership of the Corporation shall be held monthly during the period September through June on a standardized, recurring basis (for example, the second Monday of each month) at a specific time and place as determined by the Board of Directors.
(b) The Officers of the Corporation shall be elected at the regular May meeting of the members of the Corporation, which shall be designated the Annual Meeting of the Corporation.
(c) Special Meetings of the membership may be called by the Board of Directors or upon written petition by at least one-third (1/3) of the members, to consider only such business items enumerated in such call (if by the Board of Directors) or petition (if by members).
Section 4.02 Notice of Meetings.
(a) An email notification stating the purpose, place, day, and hour of either a Regular Meeting or a Special Meeting of members of the Corporation shall be delivered not less than five (5) business days before the date of the meeting to the most recent email address provided by each member to the Secretary of the Corporation. It shall be the sole responsibility of each member to notify the Secretary of any change in said address.
(b) For the purpose of these By-Laws, a business day is a day on which the United States Postal Service delivers mail.
Section 4.03 Actions at Membership Meetings.
(a) Any action taken at any membership meeting must be in accordance with these By-Laws and the purposes of the Corporation as stated in the Articles of Incorporation.
(b) Except as herein otherwise specifically provided, the vote of a simple majority of qualified members of the Corporation present and voting at a membership meeting shall prevail.
(c) Endorsement of a candidate, legislative proposal, or ballot initiative may be made by majority vote of the members of the Corporation present and voting at a regular meeting upon the recommendation of a majority vote of the Board of Directors, or by two-thirds vote without such recommendation. The endorsement of a candidate in a primary election shall not constitute the endorsement of that candidate in the general election.
Section 4.04 Quorum.
(a) At any meeting under this Article, the presence of a quorum is required for such meeting to transact any business. A quorum shall consist of ten percent (10%) of the membership eligible to vote in accordance with Section 3.03(c) hereof.
(b) If a meeting has been duly convened and a quorum found present, a quorum is thereafter presumed to continue in attendance unless, upon the suggestion of any member, a quorum is not found.
(c) If a meeting cannot transact business because a quorum is not present, those present may adjourn the meeting from time to time for a period not to exceed three hours in total until a quorum is present, at which time any business may be transacted that could have been transacted at the meeting as originally called.
Board of Directors
Section 5.01 Composition/ Election.
(a) The Directors of this Corporation (“Directors”) shall consist of all of the Officers of the Corporation, of whom there shall be no less than three (3) and no more than nine (9). The immediate past-President of the Corporation may, with the approval of the Members at the Annual Meeting, serve as an ex officio Director for a one-year term beginning upon expiration of his/her term as President, the intent of this provision being to maximize the continuity of the Board and to facilitate transmittal of institutional knowledge concerning the Corporation.
(b) At least twenty-five (25) days before the Annual Meeting in May, the Board of Directors shall designate by majority vote the number, titles, and, if desired, major responsibilities of additional Directors/Officers beyond the minimum three Officers specified in Section 6.01(a) hereof. This designation of the number and title of additional Directors/Officers shall be emailed to each member of the Corporation at least five (5) business days before the Annual Meeting and, further, shall be subject to revision by a majority vote of the members of the Corporation at said Annual Meeting, which shall be the order of business immediately before the election.
(c) A Director may be removed by the membership pursuant to the procedures set forth in Section 6.01(h) below.
Section 5.02 Duties.
(a) Except for matters prohibited to it by law, the Articles of Incorporation, or these By-Laws, the Board of Directors of the Corporation shall manage and control the business and affairs and exercise all powers of the Corporation in accordance with these By-Laws and such actions and policies duly adopted by the members of the Corporation pursuant to Article IV hereof. Any decision of the Board of Directors (other than an act under Section 6.01(g)) that shall not have been theretofore executed, may be altered or rescinded by three fifths (3/5) majority vote of the members of the Corporation at a regular or special meeting.
(b) Any member of the Corporation may receive reasonable compensation from the Corporation for services actually rendered to or for the Corporation, when authorized by the Board of Directors. No member may receive compensation merely for action as a member or Director or Officer.
(c) No member of the Corporation shall have an interest, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing goods or services to it, unless such contract shall be authorized by the Board of Directors after such interest is disclosed to the Board of Directors at the meeting at which such contract is so authorized.
(d) All funds of the Corporation, not otherwise employed, shall be deposited in such banks or trust companies as the Board of Directors may from time to time determine.
(e) The Board shall at all times provide for and protect the privacy and confidentiality of all membership records to the extent allowed by law, provided that such records may be disclosed to other members by the Board of Directors with the prior consent of the member(s).
(f) The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by the By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, but such authority must be defined to specific instances.
(g) The Board of Directors shall not authorize borrowing funds for the use of the Corporation except upon specific grant of authority by a majority of the Board of Directors for each instance in which such borrowing may be required.
(h) All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer or the President unless a different Officer or agent is designated by the Board of Directors. Further, all such checks, drafts or orders for the payment of money for an amount or of an invoice greater that five hundred dollars ($500.00) shall require the express consent of the Board of Directors prior to signature and transmittal.
(i) Upon two-thirds (2/3) vote of all members of the Board of Directors and of the Corporation to liquidate the Corporation, the Board of Directors by a majority vote shall determine the manner in which the property and assets of the Corporation are to be distributed and such distribution shall be in accordance with the local tax laws and the Federal Internal Revenue Code, as amended, and relevant provisions of other Federal and local taxation statutes.
Section 5.03 Board Meetings.
(a) The Board of Directors shall make a good faith effort to meet once a month during the September through June period but it shall meet at least once each calendar quarter, at such times and places as they may determine, which meetings shall be open to any member of the Corporation.
(b) Special meetings of the Board of Directors may be called by the President.
(c) The Secretary shall notify by email each Director of the time and place of each special Directors’ meeting at least five (5) business days in advance.
(d) A majority of the Directors shall constitute a quorum for the transaction of business by the Board of Directors.
(e) Proxy voting at meetings of the Board of Directors is prohibited.
(f) Each Director shall have one vote.
(g) Actions of the Board will be taken upon a majority of those present and voting, except as otherwise specifically provided in these By-Laws.
(h) Any and all Directors may participate in a meeting of the Board of Directors or a Committee by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
(i) A Director’s attendance at any meeting shall constitute waiver of the right of notice of such meeting, except when the Director attends such meeting for the immediately expressed purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
(k) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of the meeting or the waiver of notice of such meeting.
Section 6.01. Qualifications and Election.
(a) The Officers of the Corporation (the “Officers”) shall each be Directors. In accordance with Section 5.01(a), the Officers shall be at least three (3) in number and shall include a President, Secretary, and Treasurer. Should additional Directors be authorized pursuant to Section 5.01(b) hereof, their titles and responsibilities shall be as determined by the Board in accordance with said Section.
(b) The Officers of the Corporation must be members of the Corporation.
(c) Each Officer of the Corporation shall be elected by majority vote of the members of the Corporation present and voting at the Annual Meeting of the Corporation. Each Officer shall be elected separately, unless, by motion duly made and adopted at the Annual Meeting, the membership approves selection of Officers/Directors by voting on a slate or slates of nominees. Further, if the membership so desires, upon motion duly made and adopted at said Meeting, voting shall be by secret ballot.
(d) Each of the three required Officer positions shall be held by different persons. Two people may be elected to share the duties of any one Officer position.
(e) The Officers of the Corporation shall take office upon the adjournment of the Annual Meeting.
(f) The Officers of the Corporation shall serve for a term of one year or until their successors shall have been elected and qualified.
(g) Any vacancy occurring in an office other than President may be filled by a majority vote of the then-members of the Board. Except as provided by Section 6.01(h)), an Officer appointed by the Board shall serve for the unexpired term of the officer’s predecessor in office.
(h) Removal of Officers/Directors may be accomplished as follows:
(i) An Officer/Director may be removed by two-thirds (2/3) vote of the members of the Corporation present and voting at a regular meeting.
(ii) It shall not be in order to consider a motion to remove any Officer/Director unless such motion shall have been made in writing signed by five (5) members of the Corporation, a copy of which motion must be given personally to the Officer/Director in question and the Secretary not less than ten (10) business days before the meeting at which such motion is to be considered.
(iii) The Secretary shall give at least five (5) business days notice by email to the members of the Corporation of the motion to remove an Officer/Director.
Section 6.02 Duties and Powers — Generally
(a) All Officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by the Board and are not inconsistent with these By-laws.
(b) The Officers of the Corporation shall ensure that the name and resources of the Corporation, including monies, meetings, and official membership lists, are prudently and effectively used and that confidentiality of membership records is strictly maintained in accordance with the following requirements:
(i) Each member may request that his name, address and all other contact information given to the Corporation remain absolutely confidential at all times and for all purposes. This request may be made either at the time of application/ renewal or at other time by written or email request to the Secretary of the Corporation, with a copy to the President.
(ii) For those members not requesting absolute non-disclosure in accordance with subsection (i) above, nevertheless any public use and/or sharing of the membership list by this Corporation with other organizations or otherwise for fundraising, campaign endorsements or similar purposes shall require obtaining majority approval by the Board and the consent of a majority of members at the immediately preceding membership meeting.
(c) The Corporation shall indemnify each Officer and Director as specified in Section 7.01 hereof.
(d) In case of the absence or disability of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for renewal, specific period of time, the powers or duties of such Officer to any other Officer/Director.
Section 6.03 Duties and Powers — Specifically
The President shall preside at all meetings of the Members and of the Board of Directors. The President shall have general supervisory authority of the affairs of the Corporation but shall act only in accordance with, and pursuant to, the express direction of the Board of Directors. The Board of Directors may delegate authority to the President to act without prior Board consent, but such delegation shall be subject-specific and of limited time duration. The President shall keep the Board of Directors fully informed about the activities of the Corporation. He or she or his or her designee shall be the sole public spokesperson for the Corporation. He or she shall have the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform such other duties as from time to time may be assigned by the Board of Directors. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect.
The Secretary shall maintain all corporate records, including a current list of the names, addresses, and telephone numbers of members of the Corporation and the Board of Directors, which list shall be maintained on the “GetActive” software system as long as the National Log Cabin office and this chapter utilize this system. The Secretary shall file the Annual Report of the Corporation (and all other documents required to be filed with governmental authorities) on a timely basis. The Secretary shall keep the minutes of all meetings of the Members, of the Board of Directors, and of the Executive Committee in books provided for that purpose. He or she shall give or serve, or cause to be given or served, all notices of the Corporation and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned by the Board of Directors. The Secretary shall have and be the custodian of the books, records, and papers of the Corporation (other than financial) and shall see that all books, reports, statements, certificates, and other documents and records required by law are properly kept and filed.
The Treasurer shall have the custody of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness, and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Directors whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He or she shall at all reasonable times exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation and shall perform all duties incident to the position of Treasurer subject to the control of the Board of Directors, and shall when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine.
Section 7.01 Indemnification.
To the fullest extent permitted by the laws of the District of Columbia, as those laws presently exist or hereafter may be amended, the Corporation shall (a) indemnify any person (including the estate of any person) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including reasonable attorneys’ fees, judgments, fines, and amounts paid in settlement (except judgments, fines, and amounts paid in settlement in connection with an action or suit by or in the right of the Corporation) actually and reasonably incurred by such person in connection with such action, suit, or proceeding and (b) pay expenses incurred by any Director, officer, employee, or agent in defending a civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding.
The indemnification provided herein shall not be deemed to be exclusive of any other rights to which persons seeking indemnification may be entitled under any agreement or vote of disinterested Directors, including rights under any insurance policy that may be purchased by the Corporation to the extent permitted by the laws of the District of Columbia as they presently exist or hereafter may be amended.
Section 7.02 Calendar Year.
The Corporation shall operate on a calendar year unless otherwise determined by the Board.
Section 7.03 Contracts, Checks, Notes, Etc.
All contracts and agreements authorized by the Board and all notes, drafts, checks, acceptances, orders for the payment of money, and negotiable instruments obligating the Corporation for the payment of money shall be signed by at least one officer of the Corporation or by such other number of officers or employees as the Board may from time to time direct.
Section 7.04 Deposits.
All funds of the Corporation not otherwise employed shall be deposited promptly to the credit of the Corporation in such banks, trust companies, or other depositories as the Board or, if authorized by the Board to do so, the Treasurer may direct. For the purpose of making such deposit, any checks, drafts, and other orders for the payment of money that are payable to the Corporation may be endorsed , assigned, and delivered by any officer of the Corporation or in such manner as may from time to time be determined by resolution of the Board.
Section 7.05 Loans.
No loans shall be contracted for or on behalf of the Corporation and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by a resolution of the Board. Such authority may be general or may be confined to specific instances. No loans shall be made by the Corporation to its Directors or Officers.
Section 7.06. Amendments.
The Articles of Incorporation and Bylaws may be altered, amended, or repealed and new Bylaws may be adopted following the affirmative vote of two-thirds of both the entire Board and then of the Members present at any regular or special membership meeting, provided that prior notice thereof has been given to all Directors or Members in accordance with the notice provisions provided herein.
The foregoing BYLAWS were duly adopted by the Members of this Corporation at a meeting held at the headquarters of the District of Columbia Republican Committee on October 17, 2005.
/s/ Bryan Pruitt
Bryan Pruitt, Secretary