Amended and Restated Bylaws
Adopted by the Board of Directors
on March 5, 2019
Section 1.1 Name. The name of the organization is the Gay and Lesbian Lawyers of Philadelphia (“GALLOP”), subject to change by a majority vote of the general membership of the organization and approval by a majority of the GALLOP Board of Directors (the “Board”).
Section 1.2 Offices. The principal office of GALLOP is 1612 Latimer Street, Philadelphia, PA 19103, or at the location hereafter established by the Board. GALLOP may establish other offices at such other places as its Board may from time to time determine.
PURPOSE AND RESPONSIBILITIES
Section 2.1. GALLOP is a nonprofit, nonpartisan membership organization dedicated to the advancement of the welfare and full equality of the LGBTQ+ community, promotion of the expertise and advancement of LGBTQ+ legal professionals in the greater Philadelphia metropolitan area, and the education of the larger community on LGBTQ+ legal issues.
Section 2.2. This organization shall also promote the welfare of society by advocating civil and human rights of all persons, regardless of race, creed, gender, sexual orientation, ethnicity or national origin.
Section 3.1 General Membership.
a) Any individual or organization interested in the purposes of GALLOP may become a member upon payment of annual dues in one of the following categories which constitute the types of membership:
1. Individual Membership. The following individuals shall be eligible for membership: all lawyers, law students, and other legal professionals who live, practice or attend law school in the metropolitan Philadelphia area, or who are admitted to practice at any bar or Federal Court located in the greater Philadelphia metropolitan area, including the Delaware, Pennsylvania and New Jersey bars.
2. Organization Membership. The following organizations shall be eligible for membership: all law firms, legal aid and non-profit legal organizations, and government or quasi-government agencies or businesses with in-house counsel, that have an office in the greater Philadelphia metropolitan area.
3. Non-voting Membership. The Board may set policy to define the class of non-voting members. Non-voting members may include, but need not be limited to, members located outside the Greater Philadelphia area; for-profit businesses; and others as defined by Board policy from time to time.
b) The membership year for every type of membership shall be for 365 days from the date of joining or from January 1 through December 31, as determined by the Board from time to time.
c) Membership can be terminated or suspended if the rules of GALLOP are violated, as determined by a majority of the Board. Such members can have their membership reinstated, at the Board’s discretion.
Section 3.2 Membership Dues. Members of GALLOP shall pay annual dues as established in categories of membership by the Board. The Board shall have the authority to waive, in whole or in part, dues as it deems appropriate
Section 3.3 Membership Voting.
a) Each individual member shall be entitled to one (1) vote, providing they are a member in good standing. Each organization member shall be entitled to two (2) votes, which shall be cast by delegates. No individual member or organization’s member delegate shall be entitled to vote at any meeting unless the individual member or the organization member the delegate represents has paid annual dues for the then current membership year.
b) Each organization member shall file a list of delegates for each membership year with the Secretary of GALLOP at least (10) days prior to the annual meeting of members provided for in section 3.4; otherwise, such organization shall not be entitled to vote at the annual meeting, or any subsequent meeting of the members, until such list has been filed at least ten (10) days prior to a properly called meeting of the members. A delegate list once filed by an organization shall remain effective for future meetings of the members until revised or revoked by the organization. An organization member may permit both its votes to be cast by one (1) delegate.
c) All members of GALLOP eligible to vote, both as organizational delegates and as individuals, shall be allowed to vote in person, via mail-in ballot or via online procedures (including, without limitation, electronic mail) as established by the Board.
Section 3.4 Meetings.
a) The members of GALLOP shall meet at least annually in conjunction with the annual meeting of the Board as set forth in Section 4.5(a). The date and location of the annual meeting shall be determined by the Board of Directors and announced to the members at least thirty (30) days prior to the meeting.
b) Failure to hold the annual meeting of the members shall not result in the dissolution of GALLOP and the Directors shall remain in office (absent resignation or removal in accordance with these Bylaws). If the annual meeting shall not be held within three (3) months after the designated time, any Director may call, or ten percent (10%) or more of the voting members, may by written petition request that the Chair call the annual meeting at any time thereafter. If the annual meeting shall not be held within six (6) months after the designated time, any voting member may call the annual meeting at any time thereafter.
BOARD OF DIRECTORS
Section 4.1 Governance. GALLOP shall be governed by a Board of Directors.
Section 4.2 Responsibilities. The primary responsibilities of the Board of Directors shall be implementing the mission of GALLOP and supporting and directing GALLOP’s Officers in carrying out GALLOP’s purpose and affairs. The Board of Directors shall also:
a) review the quarterly budgets proposed by the Chair and approve or reject expenditures proposed in the quarterly budgets; and
b) review and approve or reject any proposed Committees and any Committee Chairs.
Section 4.3 Qualifications. No person will be eligible for election to the Board unless that person is a member in good standing of GALLOP.
Section 4.4 Composition. The Board of Directors shall consist of no more than twelve (12) persons, as set forth below, subject to change in number as may be determined by the Board of Directors:
a) Six (6) Directors shall be elected at large from voting members at the annual meeting (the “At Large Directors”).
b) Four (4) Directors consisting of the Chair, Vice Chair, Secretary and Treasurer (the “Officer Directors”) shall be elected from voting members at the annual meeting.
c) One (1) Director shall be elected from candidates attending a law school in the greater Philadelphia metropolitan area (the “Law Student Liaison”).
d) The immediate former Chair of GALLOP (the “Former Chair Director”) shall be a Director.
Section 4.5 Meetings.
a) Annual Meeting. The annual meeting of the Board shall be held in Philadelphia or at a time and place determined by the Board. At the annual meeting, the elections to replace outgoing Directors and Officers shall take place.
b) Regular Meetings. Regular meetings of the Board shall be held at least quarterly at such times and places as the Board from time to time determines.
c) Special Meetings. Special meetings of the Board may be called at any time by the Chair and shall be called by the Chair promptly upon written request of a majority of the Board. No business will be transacted at any special meeting unless specified in the notice of the meeting.
d) Quorum; Voting. Four (4) members of the sitting, voting Board members shall constitute a quorum at all meetings of the Board. Each Board member shall have one (1) vote and a vote by a simple majority of the Directors present and voting shall constitute the formal action of GALLOP except where these Bylaws or the provision of applicable law require a greater majority. Voting may not be by proxy; however, attendance may be by telephone or electronic means. If a vote ends in deadlock, the Chair shall be allowed to cast one (1) additional vote.
e) Notice. Notice of the annual meeting shall be given to all members by electronic mail and posted on GALLOP’s website at least thirty (30) days prior to the annual meeting. Notice of regular and special meetings shall be given to Directors by electronic mail and posted on GALLOP’s website at least twenty (20) days prior to the meeting, or as soon thereafter as practical.
f) Open Meetings. All meetings of the Board are open to members in good standing, unless, by a two-thirds (2/3) vote, the Board elects to have a closed meeting.
g) Telephone Conference. One or more Directors may participate in meetings of the Board by means of conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other.
h) Action without Meeting. Any action which may be taken at a meeting of the Board or any committee of the Board may be taken without a meeting if written consent setting forth the action so taken shall be signed by all Directors or the members of the committee. The written consent shall be maintained by the Secretary.
Section 4.6 Fiduciary Relationship. Directors shall be deemed to stand in a fiduciary relationship to GALLOP and shall discharge the duties of their respective positions in good faith and with the diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances.
Section 5.1 Description of Officers. The Officers of GALLOP shall consist of a Chair, a Vice Chair, a Secretary and a Treasurer.
Section 5.2 Chair. The Chair shall have general supervision, on behalf of the Board of Directors, over the management of GALLOP’s affairs. They shall preside at all meetings of the members and of the Board; and in general, they shall perform all duties as may be properly prescribed by the Board from time to time. The Chair shall also:
a) with the Treasurer, prepare a proposed quarterly budget to be presented to and approved by the Board in advance of each quarter; and
b) establish committees to assist with carrying out the purpose and affairs of GALLOP, including the Executive Committee and the Nominating Committee.
Section 5.3 Vice Chair. The Vice Chair shall assist the Chair in carrying out the management of GALLOP’s affairs. In addition, the Vice Chair shall manage the outreach to members, including through GALLOP’s webpage, Facebook, or other media. In the absence of the Chair or in the event of their inability or refusal to act, a Vice Chair shall perform the duties of the Chair and when so acting shall have all the powers of and be subject to the restrictions on the Chair. Any Vice Chair shall perform such other duties as from time to time may be assigned by the Chair or the Board.
Section 5.4 Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the members and the Board of Directors; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the address of each member which shall be furnished to the Secretary by such members; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chair or the Board.
Section 5.5 Treasurer. The Treasurer shall be responsible for all funds of GALLOP; shall cause receipts to be given for all moneys payable to GALLOP and received from any source whatsoever; shall cause all such moneys in the name of GALLOP to be deposited in such banks, trust companies or other depositories as shall be selected by the Board; and, in general, perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the Chair or by the Board.
ELECTION OF DIRECTORS AND OFFICERS
Section 6.1 Elections. The Directors and Officers shall be elected at the annual meeting of the members of GALLOP.
Section 6.2 Elections Procedures. The procedures for the elections of Directors and Officer shall be:
a) Not less than ninety (90) days before the annual meeting, the Chair shall appoint members to the Nominating Committee to seek candidates for Directors and Officers.
b) At least sixty (60) days before the annual meeting, the Nominating Committee shall present to the Board the candidates for Directors and Officers. The Nominating Committee may present more than one candidate for any position. The Board must approve each nominee by a majority vote and may approve more than one nominee for any position.
c) The Nominating Committee shall established procedures for voting and at least thirty (30) days before the annual meeting, the Nominating Committee shall post the procedures for voting with a list of candidates for Directors and Officers approved by the Board on GALLOP’s website, Facebook page, other social media, and also by email to all members.
d) Members, who have paid their dues, may vote by returning a ballot to the Nominating Committee in accordance with the procedures for voting established by the Nominating Committee.
e) The Officers and Law Student Liaison shall be elected by a vote of a simple majority of the members of GALLOP eligible to vote.
f) The candidates for open positions as At Large Directors that receive the greatest number of votes shall be declared elected to the Board of Directors.
Section 6.3 Term of Office.
a) General. The Law Student Liaison, Former Chair Director, and each Officer shall hold office for a one (1) year term and the term for the remaining members of the Board shall be three years, except that the terms of certain Directors elected prior to January 1, 2020, may be less than three (3) years in order to implement the objectives of Section 6.3(b).
b) Terms of Office to be Staggered. The terms of office of the At Large Directors shall be staggered such that, January 1, 2020, and thereafter, one-third of the entire Board of Directors shall be elected at each annual meeting of GALLOP.
c) Term Limits. No person may serve for more than three consecutive terms on the Board (regardless of the number of years comprising each term of office, except that the term of office of the Former Chair Director and the Law Student Liaison shall not constitute a term of office for purposes of this Section 4.5(c)) and such person shall not be eligible for reelection to the Board before the second annual meeting of GALLOP following the annual meeting at which such person’s third consecutive term of office expired.
Section 6.4 Resignation, Removal and Vacancies.
a) Any Director or Officer may resign at any time by sending written notice to the Board. Resignation shall take effect upon the date specified therein and, if no date is specified, then resignation shall be effective upon receipt by the Board.
b) Any Director or Officer may be relieved of his or her duties as a Director or Officer at any time by the affirmative vote of two thirds (2/3) of the Directors then in office.
c) Any vacancy occurring in any office for any reason may be filled by the affirmative vote of a majority of the Directors present at any meeting of the Board. A Director or Officer elected to fill a vacancy shall serve the balance of the unexpired term of his or her predecessor in office.
Section 7.1 Authorization. Committees shall undertake the substantive activities of GALLOP. Committees shall be authorized by the Board, which also has the power to revoke such authorization. Requests for creation of a committee may be initiated directly by any member of the Board or by written petition, including by electronic mail, of members seeking to create a committee.
Section 7.2 Operating Procedures. Each committee may devise its own operating procedures, including provision for membership on the committee, quorum and notice requirements. Such procedures shall be consistent with these Bylaws.
Section 7.3 Standing Committees.
a) Executive Committee. There shall be an Executive Committee chaired by the Chair and composed of the other Officers. The Executive Committee shall have the power to act on behalf of the Board between meetings of the Board when such action is necessary or appropriate. Such action shall constitute the action of the Board, subject to the Board’s power to rescind such action at its next meeting. Under no circumstances may the Executive Committee fill vacancies on the Board or among the Officers, amend the Bylaws or the Articles of Incorporation, amend or repeal any Board resolution, or act on matters not previously approved by the Board which would involve an expenditure in excess of $1,000.
b) Nominating Committee. There shall be a Nominating Committee chaired by the Chair, or the Chair’s designee, and composed of the Secretary and members appointed by the Chair. The Nominating Committee shall solicit candidates for Directors and Officers and upon determining that a candidate meets the applicable requirements, present the candidate to the Board as set forth in Section 6.2(b).
Section 8.1 Fiscal Year. The fiscal year of GALLOP shall be from September 1 through August 31.
Section 8.2 Bank Accounts. All checks or demands for money and notes of GALLOP in the amount of $1,000 or more shall be signed by two persons, one of whom is the Treasurer.
Section 8.3 Budget. The Chair and Treasurer shall prepare a budget covering the proposed expenses for the coming quarter, as determined by the Board. That budget will be presented to the Board, which will adopt a budget for the quarter, subject to modification during that period as may be necessary or desirable.
Section 8.4 Tax Exemption. GALLOP is exempt from federal income tax under Internal Revenue Code Section 501(c)(3) and is required to file Form 990-N in order to maintain the tax exempt status. GALLOP’s accounting period ends on August 31 and the Treasurer shall ensure that all required forms required for maintaining GALLOP’s tax exempt status are filed timely.
Section 9.1 Amendment by the Board. These Bylaws may be amended by a two-thirds (2/3) vote of all members of the Board present and voting. Ratification of the Bylaws by the members of GALLOP is not required.
Section 9.2 Amendment by Members. These Bylaws may be amended or repealed upon petition of the members in accordance with the procedures set forth in this subsection. The petition to amend the Bylaws must identify with specificity the language to be added, deleted or altered and shall be signed by at least ten percent (10%) of the members in good standing as determined by reference to the current membership roster. Each member on the petition must list his or her name, address used for GALLOP membership and current phone number or email address. Upon verification of the petition’s signatures and satisfaction of the ten percent (10%) requirement, a meeting of the members shall be convened with at least sixty days’ notice to members of the meeting’s location, time, and purpose.