Charleston Pride Festival, Inc. – Bylaws 2025

REVISED 6-16-2025

Preamble

These Bylaws govern the operation, structure, and decision-making processes of Charleston Pride Festival, Inc. (CPF). This document affirms the organization’s commitment to transparency, equity, collaboration, and community service, and shall serve as a living framework for leadership and participation.

ARTICLE I: ORGANIZATION AND MISSION

Section 1. Name and Charter

The name of this organization shall be Charleston Pride Festival, Inc., hereinafter referred to as "CPF." CPF is a nonprofit corporation organized under the laws of the State of South Carolina exclusively for charitable, educational, and social purposes. 

CPF values and upholds principles of equity, transparency, and inclusivity in all Board activities and decisions.

Section 2. Mission and Purpose

The mission of CPF is to promote the visibility of the LGBTQ+ community by educating society, honoring our heritage, advocating for our culture, and celebrating diversity.

The purpose of CPF is to highlight the uniqueness and diversity of the community through a variety of events held throughout the year, with the Charleston Pride Parade and Festival ("Pride Week") serving as the centerpiece.

Section 3. Records, Minutes, and Books

CPF shall maintain accurate and complete books and records of account; minutes of Board proceedings; and a current register of the names, addresses, and contact information of all Board members. 

This information shall be updated quarterly or as new members join the Board.

Section 4. Governing Instruments

All conduct-related policies, including behavioral expectations, grievances, and disciplinary procedures, are now outlined in the CPF Board Member Code of Conduct (2025) and are not included in this governance document.

CPF shall be governed by its Articles of Incorporation and these Bylaws.

All meetings of CPF shall be conducted using modified Robert’s Rules of Order.

ARTICLE II: BOARD OF DIRECTORS

Section 1. Annual Structure and Officer Designation

At the first mandatory Board meeting held immediately following the conclusion of Pride Festival each year, the Board shall vote to designate the legal officer roles of Chair, Co-Chair, Treasurer, and Secretary, in accordance with state nonprofit requirements. 

This designation is mandatory and will occur annually to confirm or reassign leadership roles and determine the operating structure for the upcoming year.

The Board of Directors ("Board") shall consist of up to fifteen (15) members.

Charleston Pride Festival, Inc. shall operate under the structural model outlined in these Bylaws, which establishes core leadership roles while empowering department-based collaboration and flexibility across the Board.

Core Administrative Roles (Elected Annually):

These roles provide strategic direction, operational oversight, and administrative continuity

They are elected by the Board at the first mandatory meeting following Pride Festival, as set in the CPF Calendar.

• Chair – Heads the organization, represents CPF publicly, oversees long-term planning, and provides strategic leadership. Co-Chair – Assists the Chair, assumes responsibilities in their absence, leads internal coordination, and ensures accountability across departments.

• Secretary – Maintains official records, meeting minutes, attendance, and internal documentation.

• Treasurer – Manages all financial records, reporting, budgeting, and compliance with nonprofit finance standards.

Departmental Leadership & Functional Areas:

The Board shall designate Department Heads or Functional Leads for major areas of operation.

These roles may be filled by elected officers or additional Board members and may vary based on CPF’s yearly goals.

Key departments may include:

- Director of Parade - Director of Festival- Director of Pride Week- Community Engagement- Marketing & Communications- Volunteer Coordination- Sponsorship Development - Entertainment & Production- Education & Outreach- Technology / Digital Platforms- Monthly Events & Socials

Each department head may appoint Assistants or Team Leads to support their responsibilities.

Volunteers may also serve under departments on an as-needed basis.

Collaboration & Flexibility:

Board members are encouraged to work across departments and support multiple areas.

Functional roles are flexible and may be reassigned by majority vote.

Departments operate semi-independently but are accountable to the full Board and must report regularly.

Decision-Making & Emergency Actions:

• All Board members maintain equal voting rights, unless otherwise suspended by majority vote.

• Administrative staff (Chair, Co-Chair, Secretary, Treasurer) do not hold unilateral power to override Board decisions.

• Time-sensitive decisions may be made by the Chair or Co-Chair in collaboration with administrative staff, but require approval from at least 66% of Board members. These decisions must be documented and reported at the next regular meeting.

Section 2. Quorum

A quorum shall consist of sixty percent (60%) of the members of the Board.

Section 3. Qualifications

All Board members must be at least twenty-one (21) years of age, reside in Charleston, Berkeley, or Dorchester counties in the State of South Carolina, and be active members or allies of the LGBTQ+ community who are committed to the mission and values of Charleston Pride Festival, Inc.

Section 4. Elections

Board members shall be elected to two-year terms and may serve a maximum of two consecutive terms.

After serving two consecutive terms, a Board member must observe a two-year hiatus before seeking re-election unless waived by a majority vote of the Board.

In the event of a vacancy, the Board may publicly advertise the position for a minimum of two (2) weeks. Recruitment may also occur through referrals from current or former Board members.

Section 5. Legal Officer Titles

To comply with South Carolina nonprofit law, CPF shall assign the following officers for administrative purposes only during the first meeting immediately following the Pride Festival, as specified on the CPF events calendar. 

• Chair

• Co-Chair

• Secretary

• Treasurer

These positions shall carry no additional governance authority and may be rotated annually or reassigned by Board vote.

Section 6: Onboarding of New Board Members

All candidates for Board membership must:

• Be introduced to the Co-Chair.

• Present documentation of qualifications relevant to their proposed role, including previous work or volunteer experience that demonstrates their ability to fulfill the responsibilities of the role.

• Complete interviews, scheduled within fourteen (14) days of initial contact, with at least two (2) current Board members. These interviews may take place via virtual video call or in-person meeting.

• The co-chair and two (2) members will present the applicant to the board.

• Receive a majority vote of approval from the Board to be officially onboarded.

Candidates who are not approved for Board membership may be invited to participate as volunteers or sub-committee members.

ARTICLE III: BOARD OPERATIONS AND DECISION-MAKING

Section 1. Role Assignments and Participation

The operational structure of CPF shall reflect the Bylaws.

Section 2. Rotation and Accountability

Based on these bylaws, functional roles, committee leadership, or officer duties may be rotated or reassigned by majority vote of the Board.

Members holding designated responsibilities shall provide regular updates to the full Board and fulfill the expectations of their assigned roles in alignment with CPF’s mission.

Section 3. Decision-Making Process

All official decisions of the Board shall be made by a simple majority of members present, unless otherwise specified in these Bylaws.

No individual Board member may act unilaterally on behalf of CPF without express Board approval.

Urgent or time-sensitive matters may be brought to a vote at any meeting without prior notice, provided a quorum is present and the matter is introduced with a motion and a second.

In cases where immediate action is required between meetings, the Chair or Co-Chair may initiate an electronic vote or act with the consultation of administrative staff, provided that at least 66% of Board members approve the action.

All such actions must be documented and reported at the next regular meeting.

Electronic voting is permitted for emergency decisions when authorized by the Chair or Co-Chair.

ARTICLE IV: BOARD OPERATIONS

Section 1. Meetings

The Board shall meet at least once monthly. Special meetings may be called by four (4) members of the Board with three (3) to ten (10) days' notice via eMail or Slack.

Section 2. Voting Procedures

Voting on Board matters may occur in the following formats:

• By a show of hands, with the option to vote tally.

• By verbal affirmation, provided the vote is clearly counted and recorded

• By written vote upon request, wherein each voting member shall submit their vote privately in writing, to be counted and recorded by a designated member

Unless otherwise specified:

• A simple majority of members present is required for general business

• Amendments to these Bylaws require a two-thirds (2/3) vote

• Dissolution of CPF requires eighty percent (80%) of members present and a unanimous vote among them

Tie votes shall be subject to an additional fifteen (15) minutes of discussion followed by a second vote.

If tied again, the issue shall be resolved by the Chair.

No individual Board member may act unilaterally on behalf of CPF without express approval of the Board.

ARTICLE IV: DEFINITIONS

• Quorum: Sixty percent (60%) of current Board members

• Simple Majority: More than fifty percent (50%) of Board members present

• CPF Calendar: Refers to the annual schedule of core events—Parade, Festival, and Prism Party—which may occur in different months each year. All timing references, including officer designation, are based on the conclusion of that year’s Pride Festival. This calendar year applies to all Board members except the Treasurer, whose term shall align with the organization’s fiscal year.

LEGAL AND GOVERNANCE NOTE

South Carolina law requires nonprofit organizations to maintain three officer roles: President (Chair), Secretary, and Treasurer.

CPF fulfills this obligation by designating these roles solely for administrative purposes.

These designations shall not imply hierarchical authority.

CPF operates under a role-based collective governance model in which all Board members hold equal voting rights and responsibility.