Bylaws

ARTICLE 1 - Mission

I. THE CLUB

The purpose and scope of MetroBears New York (MBNY) and its general membership (the Club) is to organize events and activities that provide for the social enjoyment and benefit of its members. The Club is a social and service organization that provides a focal point within the GLBT community for Bears and their admirers. The Club is also actively involved in fund-raising activities for charity.

Article 2 - The Club

The Club shall welcome members into our community with trust and respect and shall not discriminate against any individuals on the basis of other club affiliation, sex, race, religion, age, national origin, ancestry, creed, marital or parental status, sexual orientation, or physical, mental, emotional or learning disability. The Club shall strive to maintain a safe and friendly environment for all members and shall not tolerate, under any circumstance, activities or actions that threatens their safety, character and well-being.

A member in good standing is one who is at least 21 years of age and able to provide documented proof of such, whose dues are current, who has no outstanding obligations to the Club, and acts in a manner which does not defame or undermine the integrity of the Club.

I. MEMBERSHIP

A. STRUCTURE AND ELIGIBILITY

The club shall consist of those who support the purpose and scope of the Club, as described here. The Board reserves the right to refuse or revoke membership to any person. If a membership application is denied, the applicant has the right to petition the Club for admission. Membership in the Club shall not be transferred by any means.

B. APPLICATION

Those desiring to become Club members or to renew their membership must complete an official application form. The amount of the dues will be described on the official membership application for Active and Associate Members. The membership application form shall be reviewed and amended by the board as needed.

C. ACTIVE MEMBERSHIP

Active Membership shall be granted to any individual or couple wishing to become involved in the Bear community. Applicants must be at least 21 years of age, and agree to abide by the By-Laws of the Club as set forth herein and as amended hereafter in writing. Active Membership is granted for a period of one year and can be renewed at the end of that period as long as the Member is in good standing.

D. HONORARY MEMBERSHIP

Honorary memberships shall be awarded by a majority vote of the Board. The term of the membership shall be at the Board's discretion The honorary member will be responsible for abiding by the requirements of the">for active members listed above, with the exception of the payment of dues. In addition, the honorary member will have all privileges and rights of an Active Member with the exception of voting rights.

E. ANNUAL DUES

All Club members will pay dues. The Board may at its discretion reduce the membership fee for an individual member. The amount of annual dues may be altered, amended, expanded and or repealed by the majority vote of the Board at any time during the fiscal year. The Membership shall be notified of the altered, amended, or expanded amount of annual dues. The alteration shall not be retroactive and shall not take effect for 30 calendar days.

III. MEMBERSHIP MEETINGS

The Club shall have a minimum of four general membership meetings per year. All regularly scheduled quarterly General Membership meetings shall be open to all Club members and the members shall be encouraged to attend.

III. VOTING

A. QUORUM

For the purpose of conducting club business at general membership meetings, a quorum shall consist of those Active Members who are present and a current majority of voting Board Members.

B. PROXIES/ABSENTEE BALLOTS

Proxies and Absentee Ballots are not permitted unless specifically indicated.

ARTICLE 3 - Board of Directors

The purpose and scope of the Board of Directors ("the Board") is to administer and maintain the business of the Club.

I. STRUCTURE

The Board shall consist of not less than five (5) members. The nominations for all open Board positions shall take place during the month of April each year. Nominations shall only be accepted from members in good standing, and then only in writing. Email nominations are considered written, but must originate from a member's email address registered with the Club for authentication purposes. The Elections Committee shall notify nominees in writing. Self-nominations shall be accepted. The term of office for any and all positions on the Board shall be for two (2) calendar years. Membership on the Board may not be transferred by any means.

II. DETERMINATION OF BOARD ELIGIBILITY

A person wishing to run for a Board position must be a member in good standing as defined herein.

III. ANNUAL ELECTIONS

Open or available Board positions shall be filled by the Club in elections held in the month of May of each year.

The members of the Elections Committee and the remaining Board members not standing for re-election shall count ballots cast for Board positions. In the event of a tie vote for Board positions, such a tie shall be broken by a vote of the existing Board members.

IV. ELECTEES

Board members elected in May shall be seated as members of the Board no later than July 1 of that same year.

V. VACANCIES

If a vacancy should occur on the Board due to resignation, termination, or any other reason, a new Board member may be appointed by a majority vote of the remaining Board. This Board position shall last for the remainder of the biennial term of the replaced member.

VI. TERMINATION OF BOARD MEMBERSHIP

A. REASONS FOR TERMINATION

Membership on the Board may be terminated for the reasons including, but not limited to, the following;
1. Theft of money or merchandise from the Club.
2. Failure to actively participate in Board activities.
3. Non-attendance of two consecutive Board meetings without prior notice to the Board.
4. Failure to adhere to policies and guidelines of the board and club.

B. REMOVAL PROCEDURES

If any active member(s) feels there is just cause for termination of an individual's membership on the Board of Directors, the member(s) must present to the Board the reasons for termination. The Board must then decide if further discussion is warranted and if so, must schedule an Executive Session, inviting all relevant parties. At that meeting the matter shall be discussed and the motion shall be called for the removal of the Board Member. Removal shall require the affirmative vote of a two-thirds (2/3) majority of the Board. In the event that any such termination is contemplated, the Board shall notify the member in writing of the reasons for the proposed action. The time and place of the meeting of the Board at which termination is to be considered shall be given not less than ten days prior to the date of the subject meeting with the stated reasons. At said meeting the Board Member to be removed may be heard in his own defense.

VII. APPEAL OF TERMINATION

If, after an affirmative vote for termination by the majority of the Board, the terminated member wishes to appeal to the Club, the terminated member must:
(A) Request, in writing, that a vote be taken by the Club at the next Club meeting. The Chair must accept such written request for appeal;
(B) The Chair must, at the next Club meeting, call for a vote of the membership to determine the appeal;
(C) Upon an affirmative determination to hear the appeal, the terminated Board member may present his appeal;
(D) A written vote of two-thirds of the members present and eligible for voting shall determine reinstatement or termination.

IX. ELECTION OF BOARD OFFICERS

The officers of the Board shall be Chairman, Vice-Chairman, Secretary, Treasurer, and such other officers as the Board may deem necessary. These officers shall be determined by the Board, and be selected annually from among the board members in Executive Session prior to July 1st when the new Board members are seated.

X. DESIGNATED BOARD OFFICERS

A. CHAIR

The Chair of the Board shall exercise the usual executive powers pertaining to the office of Chair. He shall preside at all meetings of the Board. He shall have the power and authority in public to speak for the Club, and may designate a representative to do the same due to his absence or inability to attend a public forum / function. He shall exercise his right to vote only in the case of a deadlocked or tied vote of the Board. He shall have the same right to vote as any other member on all issues that are placed before the general membership. The Chair shall sign and execute with the Secretary all deeds, bonds, contracts, leases, agreements, instruments and other obligatory documents in the name of the Board.

B. VICE CHAIR

The Vice-Chair of the Board shall, in the absence and/or disability of the Chairman, act as Chairman and exercise the usual executive powers pertaining to that office, including presiding at meetings of the Board. He also shall be chairman of the (standing) Bylaws Committee.

C. SECRETARY

The Secretary shall sign and execute with the president all deeds, bonds, contracts, leases, agreements, instruments, and other obligatory documents in the name of the Board; keep the club seal, and to affix same to all official club documents. He shall conduct the general correspondence of the organization, to include notices of meetings and agendas. The Secretary shall be responsible for recording the minutes of all Board and Membership meetings. He shall also be responsible for disseminating minutes to the Board members. He keeps records of all proceedings of the Board, shall keep on file all minutes of the Club and committee reports. Notification of all changes in meeting dates, times and locations is the responsibility of the Secretary

D. TREASURER

The treasurer of the Board shall receive and be accountable for all funds; pay all obligations incurred by the Club; maintain banking accounts (checking, savings, investment, etc.) in depositories designated by the Board; render monthly financial reports; and maintain accurate and timely records in accordance with established accounting methods and procedures. He shall serve as the chairman of the Finance/Fundraising Committee.

E. OTHER

The Board may designate additional officers and their duties and responsibilities, as needed.

F. MR METROBEAR & MR METROCUB

Mr. MetroBear and Mr. Metrocub shall be considered honorary, non-voting members of the Board. They are both highly encouraged to attend as many Board meetings and Club events as possible. Their term on the Board runs concurrent with their title for one year. Mr. Metrobear and Mr. Metrocub may also run and be elected as voting members of the Board and would serve under the terms of the bylaws.

X. BOARD MEETINGS

A. REGULAR BOARD MEETINGS

Regular meetings of the Board shall be held monthly. All regular Board meetings shall be "open meetings" as defined below.

B. SPECIAL MEETINGS

Special meetings of the Board may be held at any place, at any time, whenever called by the Chairman of the Board or two or more Board Members.

C. BOARD MEETINGS CLASSIFICATIONS

1. OPEN MEETINGS

May be attended by members of the Board, its invited guests, and Club members.

2. EXECUTIVE SESSIONS

May be attended by members of the Board and its invited guests.

3. EMERGENCY SESSIONS

Involves members of the Board only. A concerted attempt shall be made by the Chairman of the Board to poll all Board members, and detailed documentation of the actions taken, decisions made, and opinions expressed shall be entered into the official records as part of the minutes of the proceedings at the next Board meeting.

D. NOTICE OF MEETINGS

Notice of all open, executive and special meetings of the Board are required. Notice of meetings shall include the date, time, location, and classification of the meeting. Such notice shall be given by the secretary of the Board or by the person(s) calling such meeting by mail, email, personal communication over the telephone, or a general announcement at a Club meeting. This is to insure that all members are aware of such meetings. Such notice shall be given at least three days prior to the date and time on which the meeting is to convene.

XI. ATTENDANCE

Members of the Board must not have more than one unexcused absence per calendar year. For the purposes of this section, "excused" absences shall include illness, job requirements, being out of town (either vacation or business), and other reasons deemed appropriate at the discretion of the Chairman of the Board. When possible a Board member should notify the Board in writing in advance of an absence.

XII. PARTICIPATION

At least one Board member is required to attend all official functions of the Club. Individual attendance at Special Interest Group (SIG) functions is optional.

XIII. QUORUM

A quorum at Board meetings shall be established by the attendance of a simple majority of voting board members. If there is not a quorum at a meeting, minutes will still be taken and any decisions requiring a vote must be postponed. A special meeting shall be called as soon as practical to conduct a vote. If there are less than five members on the Board all decisions go to a majority vote of the Club.

XIV. OVERTURN OF BOARD DECISION

If any active member(s) wish to have a board decision overturned, the member(s) must present to the Board their reasons doing so. If, after presenting their case to the Board, the member(s) still desire to overturn the Board decision, the Board shall then be responsible for making it known to active membership within 14 days the request to overturn the Board decision, the reasons for doing so and any rebuttal the Board may have. Discussion and vote on overturning the decision shall then be put on the agenda for the first General Membership Meeting that is no less than 7 days after making it known to membership. At least one of the members calling for the vote must be in attendance and present their case at this meeting. A majority vote of not less than one-quarter of the total active membership is required to overturn a Board decision.

ARTICLE 4 - Official Club-Sponsored Functions

Official Club functions are those for which the total responsibility of planning, preparation, and execution belongs to the Club and the Board. Financial responsibility for these functions is borne totally by the Club, with all revenues derived for those functions becoming the assets of the Club. Participation in and attendance at these functions is encouraged of all Club members and expected of all Board members.

ARTICLE 5 - Standing/ Ad-Hoc Committees

Standing committees shall be organized and staffed each calendar year. They are responsible for certain duties, which include but are not limited to the items enumerated in the sub-sections below. In addition to the following standing committees, the Board may appoint, as required and appropriate, additional temporary (ad hoc) committees as deemed necessary to carry out the functions of the organization. The size and lifespan of ad hoc committees will be dependent upon their requirements and missions. The Chair of the Board is an ex-officio non-voting member of all committees.

I. ACTIVITIES/EVENTS COMMITTEE

The Activities / Events Committee is chaired by a Board member. The committee chair shall appoint as many remaining members as necessary. It shall be the duty of the committee to plan the Club-sponsored functions. The committee's preliminary report shall include a proposed budget for the event(s). The budget shall include costs that shall be incurred by the Club and potential revenue, if any, and shall be presented to the Board for approval at least 90 days prior to the event.

II. COMMUNICATIONS COMMITTEE

The Communications Committee is chaired by a Board member. The committee chair shall appoint as many remaining members as necessary. The Committee shall ensure that news and information about club events and activities is made available to our community, both locally and nationally. It shall also be the responsibility of this committee to update and monitor the web site, and generate our club newsletter, the Metropolitan Bear and any additional published material for the Club.

III. MEMBERSHIP COMMITTEE

The Membership Committee is chaired by a board member. The committee chair shall appoint as many remaining committee members as necessary. He shall be responsible for processing of new and renewal membership applications; maintainance of official membership rolls, and mailing lists; and make available such records when required and appropriate. The committee shall also notify the Board on a regular basis as to the status of the membership (e.g. names and numbers of members).

IV. FINANCE / FUND-RAISING COMMITTEE

The Finance / Fund-raising Committee is chaired by the Treasurer. The committee chair shall appoint as many remaining committee members as necessary. It shall be the duty of this committee to prepare a budget to cover operations of the Club for the year and to submit it to the Board for final approval at the February Board meeting. The budget for the fiscal year must be adopted by a majority vote of the Board before the first membership meeting that year. Mr. Metrobear and Mr. Metrocub assist on the fundraising committee.

V. NOMINATING / ELECTIONS COMMITTEE

The Nominating / Elections Committee is chaired by a Board member not standing for re-election themselves during the current elections. It shall be the duty of this committee to recruit members for nomination to open Board positions and to present the nominees to the membership.

VI. BAR NIGHTS COMMITTEE

The Bar Nights Committee is chaired by no more than two Board members, who shall appoint as many additional members as necessary. It is the duty of this committee plan and execute the Club's weekly bar nights and insure that bar nights are adequately manned and bar night supplies are adequately stocked. The Chair(s) shall also act as liaison between the club and the bar.

VII. BYLAWS COMMITTEE

The Bylaws Committee is chaired by the vice chairman who shall appoint the balance of the committee members if necessary. This committee is responsible for reviewing the current bylaws, Board resolutions, and the administrative condition of the Club. It shall then make recommendations to the Board for amendments, corrections, expansions, deletions and revisions. Procedures for bylaw revisions are set forth in Article 6.

ARTICLE 6 - GENERAL AND MISCELLANEOUS

I. FINANCIAL PROVISIONS

A. FISCAL YEAR

The Fiscal Year shall be the first day of January throughout the last day of December each year.

B. LOANS

The Club shall make no loans to any member at any time.

C. BOOKS

The Club shall keep current and complete books and records of accounts in accordance with accepted and established accounting principles. All books and financial records of the Club may be inspected by a member for any proper purpose at any reasonable time with prior notice.

II. ADMINISTRATIVE PROVISIONS

A. RECORDS / MINUTES

The Club shall keep current and complete records of minutes of the proceedings of its membership meetings, the Board, and all committees established by the authority of the Board or by these Bylaws. The Recording Secretary shall keep such records. Any member may inspect all books and records of the club for any proper purpose at any reasonable time.

B. RULES OF PROCEDURE

The rules of procedure at meetings of the Club and the Board shall be the rules contained in the modern version of ROBERT'S RULES OF ORDER, so far as applicable and when not inconsistent with these bylaws.

III. REVIEW OF BYLAWS

The Vice-Chair shall appoint the Bylaws Committee. By the first Board meeting in May, the Bylaws Committee shall have reviewed and examined these bylaws for the purpose of determining which portions, if any, need be revised and shall report its findings to the Board. Should any revisions be deemed necessary, said changes shall be made available to the membership and a vote shall be taken on adopting the revised bylaws by the conclusion of the first General Membership meeting to follow the first Board meeting in May.

IV. REVISION OF BYLAWS

Changes to the bylaws require a majority vote of the Board and a majority vote of the Club. For purposes of voting on bylaw changes, absentee ballots shall be allowed. These absentee ballots shall also be used to determine quorum. Quorum for voting on bylaws revisions shall be 25 members of the Club, either in person or by absentee ballots and a vote by two-thirds (2/3) majority will be required to pass the Bylaw revision.

V. DISCLAIMER

The Club cannot be held responsible for actions of its Members in their individual capacities. In addition, the Club would never purposely take action resulting in the "outing" of any Member; however, the Club is not responsible for "outing" resulting from members' activities within the club or the publishing of photographs taken at club events.

VI. INTELLECTUAL PROPERTY

Members volunteer time and resources to the Club which often results in the creation of tangible works that may be copyrighted. Because volunteer members are not employees, they retain the copyright to any such works. However, when these works are commissioned by the Club for the Club and created under the Club's direction, volunteer members implicitly confer a nonexclusive and unrestricted llicense to the Club to use these works and create derivative works from them. The Club may from time to time seek an outright transfer of copyright in advance from the volunteer member if the Board decides that the work would be uniquely Club-related, for example as in the case of logos which may become a well-marketed trade symbol fo the Club.

VII. PRIVACY POLICY

MBNY respects the privacy of our members and strives to comply with all federal and state privacy laws. MBNY wil only gather personal information that has been submitted voluntarily. Any information gathered (from membership applications, event registrations, web site, surveys, etc.) is intended solely for the use of MBNY and will not be provided to any other organization. Members who wish MBNY to refrain from using their personal information should notify us in writing.

VIII. CONFLICT OF INTEREST

Where possible, MetroBears, New York wishes to avoid real or apparent conflicts of interest with regard to products or services members may wish to sell to MetroBears or its membership. Any member wishing to provide a product or service to Metrobears, sell a product or service at a Metrobear event or profit in any way from a business transaction with the club should disclose their financial interest to the MetroBears Board of Directors before signing a contract or offering any product for sale. The Board will consider and approve or reject all such transactions on a case-by-case basis. All information will remain confidential. If the individual seeking to do business with the club is a member of the Board of Directors, he will be required to abstain for cause on any Board vote on the matter.