Bylaws
Bylaws of
PRIDE BUSINESS LEAGUE, INC.
An Idaho Nonprofit Corporation
Adopted on December 5, 2023
ARTICLE I
NAME AND DURATION
Section 1. The name of this corporation shall be the PRIDE BUSINESS LEAGUE, INC., and its duration shall be perpetual.
ARTICLE II
PURPOSE
Section 1. The primary purpose of the corporation shall be to promote businesses who are LGBTQ+ owned or operated, or other businesses who promote, protect, and support the LGBTQ+ community.
Section 2. The corporation is organized under the laws of the State of Idaho, Idaho Code, Title 30, Chapter 30, as a nonprofit corporation exclusively for charitable purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1954.
ARTICLE III
PLACE OF BUSINESS
Section 1. The principal office for the transaction of business of the corporation shall be located in Boise, Ada County, Idaho.
ARTICLE IV
MEMBERSHIP
Section 1. The members of the corporation shall consist of persons constituting the Board of Directors of the corporation and of community members and businesses who support the promotion of LGBTQ+ owned businesses and of businesses that promote the equity and inclusion of all members of the LGBTQ+ community.
Section 2. All membership applications shall be subject to approval by the Board of Directors. Each application shall include payment for a one (1) year membership fee as outlined in Appendix A, Membership Fee Schedule.
Section 3. No person who is now or later becomes a member of this corporation shall be personally liable for the debts, liabilities, or obligations of the corporation. Any and all creditors of the corporation shall look only to the assets of the corporation for payment.
ARTICLE V
DIRECTORS
Section 1. The management and administration of the affairs of this corporation shall be by a Board of Directors. The Board of Directors shall be comprised of eight (8) to twelve (12) members, each voted onto the Board by a two-thirds (2/3) majority vote of the then existing Board of Directors, for a term of two (2) years. Each member of the Board of Directors of the corporation shall be entitled to one vote on each matter submitted to a vote of the Board of Directors.
Section 2. Subject to limitations of the Articles of Incorporation, other sections of the Bylaws, and of Idaho law, all corporate powers of the corporation shall be exercised by or under the authority of, and the business affairs of the corporation shall be controlled by , the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers:
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To select and remove all the other officers, members, directors, and agents of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation, or the Bylaws, fix any compensation, and require from them security for faithful service.
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To conduct, manage, and control the affairs and business of the corporation, and to make rules and regulations not inconsistent with law, the Articles of Incorporation, or the Bylaws.
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To borrow money and incur indebtedness for the purposes of the corporation and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities.
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To create such committees as it may deem expedient to carry out the purposes of the corporation.
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To arrange for the raising of funds.
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To employ an Executive Director and such other persons as it may deem necessary for the successful prosecution of the purposes of this corporation.
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To give at least once a year a full and complete report of its activities and cause such report to be entered into the records of this corporation.
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To have an annual audit, at minimum a reviewed statement, of its finances conducted by a certified public accountant.
Section 3. The Directors shall receive no compensation for their services as Directors.
Section 4. A Director may be removed from office for cause by the vote of two-thirds (2/3) majority of the Board of Directors at a special meeting called for that purpose.
Section 5. Vacancies in the Board of Directors shall be filled by the vote of a two-thirds (2/3) majority vote of the remaining Directors then in office, even though less than a quorum, or by the sole remaining Director.
Section 6. The corporation shall indemnify any and all of its Directors or Officers, former Directors or Officers, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them are made parties or a party by reason of being or having been Directors or Officers, or a Director or Officer, of the corporation, except in relation to matters as to which any such Director or Officer, or former Director or Officers, or person, shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, votes of member, or otherwise.
Section 7. Any Director having an interest in or who might personally benefit from any action under consideration by the Board shall disclose such fact and the nature thereof prior to any action being taken on that matter.
Section 9. No Director shall accept any gift from third parties for action taken or considered by the Board.
ARTICLE VI
OFFICERS
Section 1. The officers of the corporation shall be President, Vice President, and Executive Administrator, each of whom shall be a member of the Board of Directors and such other officers as the Board of Directors may appoint.
Section 2. The Board of Directors shall appoint all officers of the corporation for a term of two (2) years, or in the case of filing a vacancy, until that term expires.
Section 3. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Directors.
Section 4. Subject to the control of the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the corporation, responsibility for overseeing the work of committees, be the spokesperson for the corporation, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
Section 5. In the absence of disability of the President, the Vice President shall perform all the duties of the President, and in so acting, shall have all the powers of the President. The Vice President shall have such powers and duties as may be prescribed from time to time by the Board of Directors.
Section 6. The Executive Administrator shall keep the seal of the corporation and affix it to such papers and instruments as may be required in the regular course of business, shall supervise the keeping of the records of the corporation, and shall have such other powers and duties as prescribed by the Board of Directors.
Section 7. The Executive Administrator shall receive and safely keep all funds of the corporation and see to the deposit of them in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the corporation signed by such officers or employees as may be designated by the Board of Directors as authorized to sign them. The Executive Administrator shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 8. Any officer of the corporation may be subject to a background check prior to being voted into office.
ARTICLE VII
MEETINGS
Section 1. A bi-monthly meeting of all Members of the corporation shall be held the First and Third Tuesdays of each month, or at such other time as declared by the Board of Directors, upon ten (10) days’ written notice to the Members for the purpose of promoting each other’s businesses and organizations through idea and information sharing, topical discussions, and professionalism, business, and diversity presentations. The meetings shall take place within the city of Boise, Idaho.
Section 2. A monthly meeting of the Board of Directors of the corporation shall be held the First Tuesday of each month, or at such other time as declared by the Board of Directors, upon ten (10) days’ written notice to the members of the Board, for the purposes of conducting monthly business, appointing or removing Directors or officers, approving new memberships, appointing committees, sharing ideas, and promoting each Director and their business. The meetings shall take place within the city of Boise, Idaho, and shall immediately follow the First Tuesday bi-monthly member meeting.
Section 3. A mixer/social meeting shall be held the Third Thursday of each month and is open to all members of the corporation and to the public. The location of the mixer/social meeting shall be determined at least one (1) month prior to the meeting and shall be communicated to all members of the corporation at least two (2) weeks in advance of the meeting.
Section 4. Special meetings may be called by the President with ten (10) days written notice to each Director prior to the meeting date. Special meetings may be called by written request of three (3) Directors of the Board to the President. Written notice of the special meeting shall state the place, day, and hour of the meeting.
Section 5. The transactions of any meeting of the Board of Directors or any of its committees, however called and noticed and wherever held, shall be valid as though had at a meeting held after regular call and notice, if a quorum is present and if either before or after the meeting, or an approval of the meeting as held, which shall be filed with the corporate records or made part of the minutes of the meeting.
Section 6. Any action by the member of the corporation, by the Board of Directors, or any of its committees may be taken without a meeting if all persons entitled to vote individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the corporation, the Board, or committee.
Section 6. One-half plus one member of the Board of Directors present at any meeting, regular or special, shall constitute a quorum. Directors attending the meeting electronically shall be counted for the purpose of a quorum.
Section 7. Each person entitled to vote in any matter shall have the right to cast one (1) vote on each question and never more than one (1) vote, which shall be cast in person or electronically, except that voting by proxy by the Board of Directors of the corporation for the election of directors shall be permitted. The vote of the majority of those present in person, electronically, and by proxy when authorized, shall decide any questions brought before a meeting.
Section 8. A Board of Director of the corporation may appoint only another Board of Director of the corporation as his or her proxy. Any proxy must be filed with the Executive Administrator before the appointed time for each meeting and shall be valid for only a single meeting, including any adjournment thereof.
ARTICLE VIII
AMENDMENT OF BYLAWS
Section 1. These bylaws may be amended or repealed, and new bylaws adopted by the vote of a majority of the members of the Board of Directors at any Director’s meeting.
ARTICLE IX
MISCELLANEOUS
Section 1. The fiscal year of the corporation shall be January 1 through December 31.
Section 2. All social media accounts, software, logos, and seal of the corporation shall be solely owned by the corporation.
Section 3. The corporation is comprised of diverse community members with different ethnicities, sexual orientations, gender identities, politics, and religious beliefs. Each member of the corporation shall respect each other as business professionals and treat each other with the same respect and care we hope to receive ourselves.
Section 4. No discrimination toward an individual based upon the individual’s sexual orientation, gender identity, ethnicity, politics, religious belief, age, or economic status shall be tolerated.
Section 5. Discrimination or discriminatory behavior shall be deemed cause for removal from the Board of Directors and from membership in the corporation.
Section 6. Each Director, Officer, and/or Member is accountable to themselves, the corporation, and the clients received through referrals.
Section 7. The corporation shall treat every person under the umbrella of LGBTQ+ without bias.
Section 8. The Directors, Officers, and/or Members shall conduct themselves with professionalism.