MIT BGALA By-Laws
ARTICLE I. Name
1.1 This organization shall be known as the Bisexual, Gay, Lesbian, and Transgender Alumni/Alumnae of MIT (MIT BGLATA/BGALA).
ARTICLE II. Nature, Objectives, and Purposes
2.1 The Bisexual, Gay, Lesbian, and Transgender Alumni/Alumnae of MIT (MIT BGALA) shall be a nonprofit, educational organization, and no parts of its funds or property shall ever be used, expended, or conveyed for the personal or individual benefit of any member; nor shall any member ever have any right, title, claim, or interest to any such funds or property by virtue of his or her membership.
2.2 The purposes for which the MIT BGALA/BGLATA is organized are to:
2.2.1 Provide a social and professional network for Massachusetts Institute of Technology affiliates who are supportive of bisexual, gay, lesbian, and transgender minorities, including a dedication to improving the quality of life for these minorities at the Institute, and working with the administration, alumni/alumnae, and students in support of this goal.
2.2.2 Everything contained herein also applies to other sexual minorities whose concerns are closely related to issues of same-sex orientation.
2.2.3 Cooperate with the Massachusetts Institute of Technology in recruiting students and promoting its reputation.
2.2.4 Inform alumni/alumnae about the Massachusetts Institute of Technology’s changing academic programs, residential environment, and extracurricular activities.
2.2.5 Serve as a source of information to the students and community of the Massachusetts Institute of Technology about the current professional environment for Bisexual, Gay, and Lesbian employees.
2.2.6 Offer stimulating programs and activities directly or indirectly related to MIT alumni/alumnae, their families, friends, students, parents of students, and other interested individuals.
2.2.7 Encourage alumni/alumnae in professional competence, public service, and broader participation in alumni/alumnae activities.
2.2.8 Provide a communications link between alumni/alumnae and MIT for a maximum flow of ideas, information, and services.
2.2.9 Promote greater awareness, social contacts, and mutual understanding among MIT alumni/alumnae in the MIT BGALA.
2.2.10 Conduct all its activities exclusively for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, as the same may be amended from time to time.
ARTICLE III. Membership
3.1 Membership shall be restricted to individuals who are alumni/alumnae, or other affiliates of the Massachusetts Institute of Technology, provided that such individuals are members or friends of the bisexual, gay, lesbian, or transgender minority community of the Institute. For the purpose of these Bylaws, affiliates of the Massachusetts Institute of Technology shall be defined as alumni/alumnae, present or former faculty members and employees, present or former undergraduate and graduate students, or spouses/domestic partners of the above mentioned affiliates. Membership will be further divided into three categories: Full; Associate; and Inactive.
3.2 Full membership of the MIT BGALA is open to individuals who are alumni/alumnae and present faculty or employees of the Massachusetts Institute of Technology, who pay the annual dues. Full members are entitled to all of the rights and privileges of the MIT BGALA, and share in its responsibilities.
3.3 Associate members of the MIT BGALA are those affiliates of the Massachusetts Institute of Technology who pay the annual dues but do not otherwise qualify for Full membership. In addition, the Board of Directors may otherwise designate additional qualifications for Associate membership. Associate members shall be entitled to specified rights and privileges of the MIT BGALA, certain information and mailings, but not the right to vote.
3.4 Inactive members are affiliates of the Massachusetts Institute of Technology who are members or friends of the bisexual, gay or lesbian minority community, but do not pay the annual dues. In addition, individuals who have previously been Full or Associate members, but fail to pay the annual dues, are designated Inactive members. Inactive members shall be entitled to specified rights and privileges of the MIT BGALA, but not the right to vote nor the privilege of holding MIT BGALA office. Inactive members may be required to pay different rates for MIT BGALA functions, and may be entitled to receive only a subset of the information and mailings that the Full or Associate membership receives. Decisions regarding such shall be at the discretion of the Board of Directors.
3.5 Each Full member shall have one vote in elections for the Directors and in all other matters designated by the Directors. Associate and Inactive members do not have voting privileges. A majority of votes properly cast by Full members shall decide any question, including the election of Directors, unless otherwise provided for in these Bylaws. A vote shall be properly cast if it is delivered through the mails or e-mails in the manner, and by such date, as shall be determined from time to time by the Directors. Unless otherwise determined by the Directors, ballots shall be mailed by first class mail at least 30 days before the date when the return of the ballots is due. Alternatively, ballots may be e-mailed to members who have given the BGALA a valid e-mail address.
3.6 Except as otherwise established by the Directors, or provided for in these Bylaws, proxy votes are not valid for questions before the Full membership, shall be held to be improperly cast, and shall not be considered in the tabulation of results.
3.7 Any member may resign his or her membership by so notifying the Secretary in writing, but will be expected to pay all debts due prior to such resignation. Whole or pro rata rebates of dues shall not be given in the cases of such resignations or removal.
3.8 A member may be removed from the membership (a) with or without cause, by a vote of the Full membership, or (b) with cause by a vote of the Directors. A member may be removed for cause only after reasonable notice and opportunity to be heard before the Directors.
ARTICLE IV. Board Of Directors
4.1 The business, property, and affairs of the MIT BGALA shall be managed and controlled by the Board of Directors.
4.2 The initial Board of Directors will be composed of the founders of the MIT BGALA. Thereafter the Board of Directors will consist of seven (7) members, to be elected as set forth in section 4.11. The Directors may, by vote, change the number of Directors, but vacancies created by an increase in the number of Directors may be filled only by a vote of the members as set forth in Section 4.11. If the Directors vote to decrease the number of Directors, they shall only be able to reduce the number of Directors up to the number of vacancies on the Board of Directors existing at the time of such vote by reason of one or more Directors being unable to serve, eliminating only those vacant Directorships thereby. A Director must at all times be a Full member of the MIT BGALA.
4.3 Each Director shall hold office from July 1 in the year of the election, until June 30 two years later, at which time his or her term will expire, or until he or she becomes unable to serve. Four Directors shall be elected in each even numbered year, the remaining three Directors will be elected in each odd numbered year.
4.4 The Directors will elect officers to carry out the business of the MIT BGALA in accordance with Article V. The Board of Directors may also elect or appoint committees to aid in the execution of the responsibilities of the Directors. Officers and committee members must be Full or Associate members of the MIT BGALA. The officers and committee members will serve at the pleasure of the Directors.
4.5 The Board of Directors shall meet at least once per year at such times and places as designated by the President or Vice President of the MIT BGALA. In addition, special meetings may be called at the request of at least two members of the Board of Directors. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. When a quorum is present at any meeting, a majority present and voting shall decide any question, including the election of officers, unless otherwise provided by these Bylaws. Proxy voting is not valid for deciding questions before the Board of Directors.
4.6 Unless otherwise provided in these Bylaws, Directors may participate in a meeting of the Board by means of a conference telephone or other communications equipment by means of which all Directors participating in the meeting can communicate with each other at the same time. Any Director participating in a meeting in this manner shall be considered present in person at the meeting.
4.7 A Director may be removed from office (a) with or without cause by a vote of a majority of the Full members, or (b) with cause by the vote of a majority of the Directors then in office. A Director may be removed with cause by the Board of Directors only after reasonable notice and opportunity to be heard before the Board.
4.8 A Director may resign by delivering his or her written resignation to the President or Secretary of the MIT BGALA, or to the Board of Directors. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.
4.9 Any vacancy in the Board of Directors, except a vacancy resulting from enlargement which must be filled in accordance with section 4.11, may be filled by a candidate nominated by the President and confirmed by a vote of the Directors for the remainder of the term which has become vacant. The Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies on the Board of Directors.
4.10 The Board of Directors shall determine what resolutions shall be placed on any ballot, except as stipulated in section
4.11, to be decided by the Full membership of the MIT BGALA. The Board of Directors must place on the ballot any resolution which is requested by a membership petition. The results of a vote may be challenged by a membership petition requesting the Directors to review the manner and conduct of the vote. Upon receipt of such request, the Directors shall conduct a reasonable inquiry into the manner and conduct of the vote, and after reasonable notice to the membership, provide members with the opportunity to be heard before the Directors. The Board of Directors shall then, in its reasonable discretion, make a decision with regard to the vote and challenge. A membership petition shall be defined as a written request from at least (a) 10% of the Full and Associate membership, or (b) 25 Full or Associate members, whichever is smaller.
4.11 A nominating committee shall be appointed to select candidates for election to the Board of Directors. The nominating committee shall be composed of three members of the MIT BGALA. One member of the nominating committee selected by the Board of Directors shall be a member of the Board who is in the first year of a two year term. Two members of the nominating committee selected by the President shall be members of the MIT BGALA who are not members of the Board of Directors. One member of the nominating committee selected by the President must be a Full member of the MIT BGALA, the other may be a Full or Associate member of the MIT BGALA. Sixty (60) days prior to the upcoming election, the nominating committee shall present to the Board of Directors a slate of nominees for the Board which shall include at least one more nominee than the number of vacancies expected to be filled by ballet of the Full members in that year. Additional candidates for the Board can be nominated directly by the membership in the form of a membership petition. A membership petition to nominate a specific candidate for election to the Board of Directors shall be defined as a written request from at least (a) 5% of the Full and Associate membership, or (b) 10 Full or Associate members, whichever is smaller.
ARTICLE V. Officers and Their Duties
5.1 The initial officers of the MIT BGALA shall be a President, a Vice President, a Membership Chair, a Secretary, a Treasurer, and a Communications Officer. The Board of Directors may, at its discretion, increase or decrease the number of officers, as required to carry out the activities of the BGALA. The officers must be Full or Associate members of the MIT BGALA, but, with the exception of the President, officers do not have to be members of the Board. The President must be a member of the Board of Directors.
5.2 The President shall preside over all meetings, shall be ex-officio Chairperson of the Board of Directors, and shall have such further duties as ordinarily pertain to the office of the President, including but not limited to:
5.2.1 Provide an agenda for meetings of the Board of Directors.
5.2.2 Appoint members to committees outlined in these Bylaws or deemed necessary by the Board of Directors.
5.2.3 Act as the official liaison with the MIT Alumni Association.
5.2.4 Nominate new Directors in accorance with section 4.9 if needed to fill vacancies resulting from the resignation or removal of Directors.
5.2.5 Except as otherwise provided by the Board of Directors, the President, along with the Secretary, shall sign all written contracts and other instruments made or entered into by or on behalf of the MIT BGALA that have been approved by the Board of Directors.
5.3 The Vice President shall preside and take over the duties of the President in his or her absence. The Vice President shall be in charge of all programs presented and shall supervise and coordinate the work of the Program Committee, a standing committee of the MIT BGALA. He or she shall work closely with the President and the Treasurer in planning funding requirements for programs.
5.4 The Membership Chairperson shall supervise and coordinate the work of the Membership Committee, a standing committee of the MIT BGALA. He or she shall recommend membership strategy, and shall be responsible for maintaining contacts and exchanging information with other area alumni/alumnae groups and the MIT Alumni Association.
5.5 The Secretary shall keep the records of the MIT BGALA and shall record all meetings of the Board of Directors and actions of the MIT BGALA in a "Minutes Book" to be kept for such purposes. He or she shall perform all duties incident to this office, including the handling of all correspondence and mailing of information on Institute related activities. The Secretary shall also maintain current information on the MIT BGALA mailing list.
5.5.1 Except as otherwise provided by the Board of Directors, together with the President, the Secretary shall, when authorized, execute all instruments made or entered into by or on behalf of the MIT BGALA.
5.5.2 The Secretary shall keep records of attendance at Board and Committee meetings, and perform any necessary liaison with legal counsel.
5.5.3 The Secretary shall compile, have printed and distribute periodically a directory of the Full, Associate, and Inactive membership -- as confidentiality guidelines permit.
5.6 The Treasurer shall collect all contributions, keep the books and accounts of the MIT BGALA and shall have custody of all funds of the MIT BGALA. All funds of the MIT BGALA shall be deposited in an account in a bank designated by the Board of Directors. The Treasurer shall also have such further duties as ordinary pertain to the office of Treasurer including:
5.6.1 The Treasurer shall render to the Board and membership periodic reports of the financial condition of the MIT BGALA as directed by the President.
5.6.2 The Treasurer shall attend to the payment of bills and obligations.
5.6.3 The Treasurer, together with the President, shall write and submit an annual report and annual financial report to the MIT BGALA archives and the Association of Alumni and Alumnae of MIT.
5.7 The Communications Officer shall oversee and approve all outgoing MIT BGALA communications. The primary responsibilities of the Communications Officer are to maintain the MIT BGALA web site, and publish a BGALA newsletter on a regular basis with input from the President, Secretary and other officers. The Communications Officer has the authority to make changes to the web page, which he or she deems necessary, without the initial approval of the Board. The Communications Officer shall also oversee and approve of all advertisements for membership drives and BGALA activities, and all other mailings to BGALA members.
ARTICLE VI. Amendment of the Bylaws
6.1 The power to alter, amend, or restate the Bylaws shall be vested in the Board of Directors. Such action may be taken by vote of the majority of a duly constituted quorum of the Board of Directors present at any regular or special meeting.
6.2 Notice of intent to alter, amend, or restate the Bylaws must be given by the Board of Directors to the Full and Associate membership at least two weeks prior to any vote by the Board of Directors regarding such alteration, amendment, or restating. Such notice shall also specify the intended changes and announce the date, time, and location of the Board meeting at which such matters will be discussed and voted upon. Any such Board meeting shall be open to the Full and Associate members of MIT BGALA, and any vote of the Directors shall be a roll-call vote duly recorded in the meeting minutes.
ARTICLE VII. Revenues
7.1 The annual dues of Full and Associate members shall be set from time to time by the Board of Directors. The annual dues for Full and Associate members need not be the same.
7.2 Annual terms of membership in the MIT BGALA shall begin on the first day of July and end on the last day of June in the succeeding year. Any dues paid shall apply only to the specified term.
ARTICLE VIII. Miscellaneous
8.1 No Director or officer of the MIT BGALA shall be personally liable for any contract entered into by the MIT BGALA or because of any act or thing done or omitted to be done on behalf of or in the name of the MIT BGALA.
8.2 In the event of dissolution of the MIT BGALA, any and all of the assets of the MIT BGALA shall be turned over to the Association of Alumni and Alumnae of MIT in Cambridge, Massachusetts.
These Bylaws have been approved by the Board of Directors of the MIT BGALA.
Signature: Brett T. Mattingly, Secretary Date: September 19, 1997