Bylaws

Bylaws of ND LGBTQ Summit

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ARTICLE I - NAME

The name of this organization is ND LGTQ Summit.

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ARTICLE II - MISSION

The mission of the ND LGBTQ Summit is to empower, connect, and promote equity and inclusion in North Dakota by hosting an annual gathering for the LGBTQIA2S+ community and its allies.

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ARTICLE III - COMMUNITY AGREEMENTS

The ND LGBTQ Summit has set community standards and expectations to which organization board and planning committee members all must agree in order to participate in ND LGBTQIA2S+ planning and organizing. These agreements are applicable in both real-world and online organizing spaces.

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ARTICLE IV - MEETINGS OF THE ORGANIZATION

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Section 1 - Regular Meetings

As a minimum, regular meetings of the Board of Directors shall be held monthly according to a schedule announced by the Board Co-chairs at the Annual Meeting. Meeting date and time may be changed by a two-thirds vote of the Board of Directors.

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Section 2 - Annual Meetings

The annual meeting of the Organization shall be held at the end of the fiscal year and before the end of November of each year at a time and place determined by the Board of Directors. This meeting will include, but will not be limited to, election of Officers, a State of the Organization report, and discussion of the organization’s direction for the ensuing year.

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Section 3 - Special Meetings

The Board or any director may call a special meeting of the Corporation. A one-week notice shall be provided to all directors stating the purpose, place, date, and time of the special meeting. Only business stated in the posted notice shall be considered.

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Section 4 - Quorum

Quorum for all meetings shall be at least one half of the board of directors for the transaction of business.

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ARTICLE V - BOARD OF DIRECTORS

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Section 1 - Board Composition

The Board of Directors shall be composed of no less than four and no more than twelve directors.

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Section 2 - Term of Office

The term of office for each director shall be two years starting January 1st of the following year after the annual meeting. The terms of the directors shall be staggered such that half are elected annually. Directors may be elected or appointed for one-year terms in order to accomplish the above-stated requirement. Directors shall not be limited in the number of consecutive terms they may serve.

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Section 3 - Board Member Responsibilities

Individual Directors shall: Represent the ND LGTQ Summit in a positive and respectful manner at all times. Attend and actively participate in monthly board, sub-committee, special meetings, and Annual Summit event. Maintain member-in-good-standing status. Execute other activities as directed by the Board of Directors.

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Section 4 - Board of Directors Responsibilities

The Board of Directors as a body shall: Approve all expenditures. Review and adopt all policies of the ND LGBTQ Summit. Write and maintain a regular strategic plan. Provide oversight and direction on programs that align with the strategic plan.Handle formal complaints against Directors, Officers, Employees, Volunteers, and/or Agents. Other duties as defined in these bylaws or as directed by the officers.

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Section 5 - Quorum and Voting

A fifty percent majority of the directors shall constitute a quorum of the Board of Directors. Each director shall have one vote. The consensus model, where all members come to a general agreement, shall be followed in all meetings of the Organization and its committees, unless otherwise modified herein by these Bylaws. If consensus cannot be reached, a formal vote may be required.

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Section 6 - Board Vacancies

Vacancy of any Board of Director shall be filled by a majority vote of the Board of Directors. The newly elected Director shall serve the remaining balance of the term of the director whom they are replacing.

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Section 7 - Board Member Removal

A director may be removed from the Board of Directors when sufficient cause exists for such removal or failure to attend three successive meetings of the Board of Directors, upon a two thirds affirmative vote of the Board.

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Section 8 - Ex Officio Members

Others may be appointed by action of the Board to serve as advisors, managers, or participants in special activities and serve as a non-voting, ex officio member of the Board of Directors. Ex officio status shall be for one year and may be renewed at the Annual Meeting. Ex officio service shall not restrict eligibility for election as a voting Director of the organization.

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ARTICLE VI - OFFICERS

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Section 1 - Officer Election

At the annual meeting, the Board of Directors will elect from amongst themselves the following positions: Chair, Co-Chair, Secretary, and Treasurer. The officers shall be elected by a majority vote for a term of one year and shall be eligible to serve consecutive terms. The term of office for each Officer shall start January 1st of the following year after the annual meeting.

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Section 2 - Executive Committee

The ND LGBTQ Summit Executive Committee shall consist of the Chair, Co-Chair, Secretary, and Treasurer.

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Section 3 - Chair

The Chair shall:

• Preside at the meetings of the Board.

• Have general executive supervision of the business of the organization.

• Implement the directives of the Board.

• Serve as sub-committee chair as assigned by the Board of Directors.

• Serve as Board representative to the public and media as necessary.

• Appoint members of sub-committees created by the Board.

• Sign checks.

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Section 4 - Co-Chair

The Co-Chair shall:

• Assist the Chair in carrying out their duties.

• In the event of the absence or inability of the Chair to exercise their office, become acting Chair with all the rights, privileges, and powers of the office.

• Prepare meetings agendas and send out meeting notices and agendas.

• Serve as sub-committee chair as assigned by the Board of Directors.

• Perform all other duties as directed by the Chair.

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Section 5 - Secretary

The Secretary shall:

• Keep the minutes of the organization and distribute them to the Directors prior to the following regular board meeting.

• Keep an updated listing of all volunteers and contact information for the organization.

• Provide for the safekeeping of all official contracts and records.

• Serve as sub-committee chair as assigned by the Board of Directors.

• Perform all other duties as directed by the Chair.

 

Section 6 - Treasurer

The Treasurer shall:

• Be responsible for such monies of the organization and hold such monies in safekeeping as directed by the Board.

• Keep accurate financial records of the organization.

• Provide monthly financial statements to the Board, including all income and expenses since prior report.

• Ensure that all financial obligations of the organization are met.

• Carry out all financial reporting duties to State and Federal agencies, including financial reporting, tax filings, and other reports as required, and ensure all deadlines are met and adhered to.

• Sign checks in the absence of the Chair.

• Serve as Finance & Development sub-committee chair.

• Perform all other duties as directed by the Chair.

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ARTICLE VII - SUB-COMMITTEES

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Section 1 - Sub-Committee Development

Sub-committees, regular and special, shall be created and appointed by the Board as deemed necessary and chaired by a Director. All sub-committees shall follow the instructions of the Board of Directors.

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Section 2 - Sub-Committees

The ND LGBTQ Summit shall consist of no less than four sub-committees. Sub-committees will be composed of at least one Executive Director serving as sub-committee chair and one Director.

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Section 3 - Programming

Sub-Committee responsibilities include:

• Development, organization, and oversight of Full Summit programming.

• Development, organization, and oversight of Youth Summit programming.

• Development, organization, and oversight of Professional Development Day, including application and management of professional credits (CEUS). 

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Section 4 - Finances & Development

Sub-Committee responsibilities include:

• Seek funds necessary for the operation and maintenance of the ND LGBTQ Summit.

• Establish invoices and financial policies and procedures as appropriate.

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Section 5 - Logistics & Administration

Sub-Committee responsibilities include:

• Oversee planning of Summit logistics, such as: venue, food, booth and/or table needs, speaker contracts and registration.

• Communicate sub-committee budget and financial needs with the Finances & Development sub-committee.

• Coordinate with Programming and Finances & Development sub-committees to manage and confirm speaker/presenter contracts.

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Section 6 - Marketing & Communications

Sub-Committee responsibilities include:

• Manage social media and other marketing tools such as the website, to share Summit content.

• Communicate and coordinate with other sub-committees regarding upcoming events, mailings, and announcements so they can be reviewed and edited.

• Create advertising materials for press releases, and/or other communications with news outlets.

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Section 7 - Sub-Committee Chair Responsibilities

Sub-Committee chairs shall:

• Convene and preside over regular sub-committee meetings.

• Send out meeting notices and agendas.

• Provide a report to the Board at the following regular board meeting.

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Section 8 - Sub-Committee Authority

Committees shall have no power or authority to act on behalf of the organization, except as charged by the Board.

 

ARTICLE VIII - EMPLOYEES

The Board of Directors shall hire and set the compensation of any and all employees, which they in their discretion may determine to be necessary for the conduct of the business of the organization.

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ARTICLE IX - CONFIDENTIALITY

It shall be the duty of all board members, employees, and volunteers to respect and protect the privacy rights of the directors, volunteers, contributors, and allies of the ND LGBTQ Summit. All information contained in member records and any communication (written or verbal) specified as privileged must remain confidential.

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ARTICLE X - FINANCES AND AUDITS

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Section 1 - Fiscal Year

The organization’s financial year shall commence on the first of January in each calendar year.

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Section 2 - Funds and Property

All funds and property held by the organization are maintained in trust in accordance with its official Mission and Goals.

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Section 3 - Records and Reports

The organization's finances shall be maintained in accordance with generally accepted accounting principles, and its records shall be kept in such a manner as to facilitate the preparation of quarterly financial reports for the Board of Directors and membership.

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Section 3 - Audits

The financial statements of this organization shall be audited periodically as determined by the Board. Such an audit shall be made by a competent, certified public accountant of recognized standing who is not an officer of the organization. Upon written request, audit reports shall be made available to corporation members and to any appropriate judicial authority. Staff under a standing MOU may also be audited periodically.

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ARTICLE XI - DISSOLUTION

Upon dissolution of the organization, all of the remaining assets and property shall be distributed to another North Dakota LGBTQIA2S+ organization(s) exempt under section 501(c)(3) of the Internal Revenue Code, by vote of the Board of Directors.

 

ARTICLE XII - AMENDMENTS TO THE BYLAWS

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Section 1 - Vote Amend Bylaws

These bylaws may be amended by a two-thirds vote of the Board of Directors at a regular, special, or annual meeting called for said purpose.

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Section 2 - Notice of Proposed Amendments

The proposed amendments shall be provided one month prior to voting.

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History of This Policy:

First policy draft: December 2025

Revised: