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«AMENDED AND RESTATED BYLAWS Article I Identification Section 1: Name The name of the Corporation shall be Indy Pride, Inc. (hereinafter referred to ...»

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Resignation from an office does not automatically constitute resignation from the Board of Directors, unless specified.

Section 4: Removal Any Officer may be removed from office by a two-thirds (2/3) vote of all of the Directors present and constituting a quorum at a regular meeting or a special meeting called for that purpose. Such removal shall be for just cause, which could include, but is not limited to;

unexcused absences from duly held meetings of the Board, consistent failure to discharge the duties of the office, failure to follow the policies and procedures set forth by the members of the Board of Directors, and/or financial irregularities. Any Officer whose removal is proposed shall be entitled to written or email notice specifying the proposed removal and cause therefore at least fourteen (14) calendar days prior to any meeting of the Board at which such removal shall be considered. If an Officer is at any time removed from the Board of Directors they will automatically be removed from their office. However, removal of an Officer from their office does not automatically constitute removal from the Board.

Section 5: Vacancies Any vacancy in an office may be filled by appointment, confirmed by a majority vote of the members of the Board of Directors, for the remainder of the portion of the term of the Board of Directors.

Section 6: Duties of the Officers.

A. The President shall preside at all meetings of the membership and the Board of Directors of the Corporation, shall act as spokesperson for the Corporation, and shall have such other powers and duties not inconsistent with these bylaws as may be assigned from time to time by the members of the Board of Directors.

B. The designated successor as determined at the time of officer elections by a majority vote of the members of the Board of Directors, shall possess the powers and discharge the duties of the President in the event of the President’s absence or disability, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the members of the Board of Directors.

C. The Secretary shall have the general powers and duties usually vested in the office of Secretary of a corporation, shall keep minutes of all meetings of the Board of Directors and the membership, shall authenticate the records of the Corporation and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the Board of Directors,

including the duty to:

a. Keep corporate records;

b. Provide proper notices in accordance with these by-laws; and c. Partner with membership officer to ensure that a proper list of members is maintained.

D. The Treasurer shall have the general powers and duties vested in the office of Treasurer of a corporation, including the responsibility for all funds and securities for the Corporation, and shall have such other powers and duties not inconsistent with these by-laws as may be assigned from time to time by the members of the

Board of Directors, including the duty to:

a. Oversee the financial management of the Corporation;

b. Provide for the payment of all bills and obligations of the Corporation as directed by the members of the Board of Directors;

c. Keep a complete and correct account of all monies received and disbursed by the Corporation;

d. Provide a financial statement of the Corporation to the Board at least quarterly or as requested by the Board;

e. Submit a full financial report to the members at the annual membership meeting. The Board may require the Treasurer to give a bond for the faithful discharge of their duties, the cost of which shall be borne by the Corporation;

f. File any and all required tax or information returns, forms or other filings required by federal, state or local governmental agencies or authorities;

–  –  –

Section 7: Records The records of the Corporation will be maintained by the appropriate officers as specified in the duties.

Article VIII Financial Affairs Section 1: Contracts A. No Member of the Corporation shall be authorized to make any contracts for or on behalf of the Corporation; nor shall any member be authorized to obligate the Corporation to perform under any contract or to pay any sum of money.

B. The Executive Committee shall have the ability to approve any written contract that is presented to the organization when that contract falls within the approved budget. Any contract that requires an expenditure of more than one thousand dollars ($1,000) outside of the budget approved by the members of the Board of Directors will require the approval of the majority of the members of the Board of Directors.

C. All written contracts shall be executed by the President or their designee in their absence.

Section 2: Checks A. The Treasurer, along with a second signature from any authorized signer, must sign checks for miscellaneous and regularly occurring expenses pre-authorized by the Executive Committee or by the Board. The Executive Committee must review expenses incurred by individual or other committees without prior authorization prior to check issuance.

B. An authorized signer is defined as any executive officer of the Corporation of the Board of Directors, and is properly documented with the organization's financial institution.

Section 3: Funds All funds of the Corporation shall be deposited in the name of the Corporation in such banks, trust companies or other depositories as the members of the Board of Directors may select. All material funds of the Corporation shall be deposited in such accounts within five (5) business days.

Section 4: Gifts A. The Board may accept on behalf of the Corporation any contribution, gift, bequest or device for any purpose of the Corporation.

B. No individual member of the Board of Directors may accept an individual gift in excess of a value of $100 (U.S. Dollars) through their association with the Corporation or activities of the Corporation.

Section 5: Revenue Distributions No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 Article II of the Articles of Incorporation.

Section 6: Dissolution Upon dissolution of the corporation, assets shall be distributed for one or more purposes within the meaning of 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which is located the mailing address of the corporation, exclusively for such purposes or to such organization or organizations as said court, shall determine, which are organized and operated exclusively for such purposes.

Article IX Fiscal Year Section 1: Fiscal Year The fiscal year of the Corporation shall be the calendar year.

Article X Amendments Section 1: Amendments.

These bylaws may be altered, amended, or repealed and new bylaws adopted by a two-thirds (2/3) vote of the members of the Board of Directors present at a meeting called for that purpose, a quorum assembled. Notice of any meeting to consider bylaw revisions, including the proposed changes with explanations, must be given in accordance with Article IV, Section 3 herein.

A. A copy of the updated bylaws will be posted on the corporation website within thirty (30) calendar days of approval.

B. From time to time, the members of the Board of Directors may amend these bylaws to change and correct grammatical, punctuation, and spelling errors that do not materially affect the content of these bylaws.

Article XI Indemnification Section 1: Indemnification To the extent not inconsistent with the laws of the State of Indiana, every person (and the heirs, estate, administrators and personal representative of such person) who is or was a Director, Officer or paid Staff Member of the Corporation shall be indemnified by the Corporation as provided in the Indiana Nonprofit Corporation Act, Indiana Code 23-17-16-13.

Article XII Prohibited Activities Section 1: Prohibited Activities Notwithstanding any other provision of this Code of by-laws, no Board Member, Officer, employee or agent of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization described in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, or any successor provision or provisions thereto.

Amended 8th day of July, 2009 Amended 11th day of July 2012 Amended 23rd day of September 2015 Amended 11th day of May 2016 Reconfirmed 21st day of July 2016



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