Our Bylaws

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.” The CPF is a non-profit corporation organized under the laws of the State of South Carolina exclusively for charitable, educational and social purposes. It may hold property and hold title to property.

Section 2. Mission & Purpose

Our mission is to promote the visibility of the LGBTQ community by educating society, honoring our heritage, advocating for our culture, and celebrating our diverse society.

Our purpose is to highlight the uniqueness and diversity of our community through distinct events throughout the year promoting our history and culture, including the annual Charleston Pride Parade and Festival, henceforth referred to as the “Annual Pride Event.”

Section 3. Records, Minutes and Books

The CPF shall keep correct and complete books and records of account; keep minutes of the proceedings of the Board of Directors and of committees having any of the authority of the Board of Directors; and keep at its registered or principal office a record of the names, addresses, and telephone numbers of the Board of Directors.

Section 4. Governing Instruments

The CPF shall be governed by its Articles of Incorporation and its Bylaws. These Bylaws shall become effective upon passage and adoption by the Board of Directors. All meetings of the CPF will be conducted using modified Robert’s Rules of Order.

ARTICLE II: BOARD OF DIRECTORS

Section 1. Composition

The Board of Directors (hereinafter referred to as “Board”) shall be constituted of fifteen (15) members. The Board shall include the following permanent members: Chairperson, Vice-chairperson, Treasurer, and Secretary. If there are not enough members of the Board of Directors, the Treasurer and Secretary position may be combined to a single position and the Board may vote to temporarily allow for no less than nine (9) board members to serve.

Optional board members may be elected and may serve. In the previous charters these positions have been: Director of Sponsorships, Festival Director, Director of Communications, and Director of Outreach.

The Board may designate other board members as directors of various jurisdictions. The Board may allow some members to serve as members-at-large.

Section 2. Quorum

In order for any business of CPF to be conducted, at least Sixty-Five percent (65%) of the members of the Board must be present.

Section 3. Qualifications

All Board members must be at least eighteen (18) years of age. All Board members must be residents of the state of South Carolina and residents of Charleston, Berkeley, or Dorchester counties.

Section 4. Elections

All members of the Board are elected to two-year terms on the Board. At the end of a term, a member of the Board may stand for re-election. Every member of the Board is limited to a maximum of three consecutive terms on the Board. After three consecutive terms, a member of the Board may not stand for re-election; however, after a period of two years, a previous member of the Board may stand for election. A year for purposes of a term is congruent calendar year. If the Board desires for a previous

Board member to return inside of the required two-year absence, a simple majority vote of the Board may override the provision of the required two-year absence.

At the expiration of term of a member of the Board, the member must decide whether to stand for re election if not limited by term limits. Upon decision of the member of the Board to stand for re-election, the other members of the Board must hold a vote to re-election the member of the Board. A simple majority of members of the Board present is sufficient to re-elect the member.

In the event of a vacancy on the Board caused by either a member not standing for re-election or a member unable to stand for re-election due to term limits, the Board shall advertise the opportunity for eligible members of the public to apply for the open Board seat and take all recommendations from current and previous Board Members. Advertising may be done via social media alone. The period for advertising shall be two weeks from the date the Board meets to discuss the vacancy.

The application process shall be determined prior to the advertising period and shall be applied universally and equally to each candidate.

Notwithstanding any other provision of this Section, the Board may recruit new members at any time there is a vacancy.

Section 5. Duties of Members of Board

All members must attend at least 11 (eleven) of 12 regularly scheduled monthly meetings of CPF. All members are on notice that there may be biweekly meetings during the months preceding major events (Parade, Festival). If a member of the Board incurs 1 (one) unexcused absence or MORE than 1 (one) excused absence, in a calendar year, the member is subject to removal. Physical presence at a meeting may be excused with notice to the Chair or Secretary. Any board member may ask the board in writing to review absences or excessive virtual presence.

All members of the Board with the exception of members of the Executive Committee shall submit bi-weekly written reports to the Vice-Chair. “Written reports” shall be construed liberally to include but not limited to e-mails, text messages, and other forms of electronic communication.

All members of the Board shall participate in the planning and execution of CPF events including but not limited to the Annual Pride Event. Special emphasis shall be placed on the Annual Pride Event. The inability of a member of the Board to attend the Annual Pride Event is grounds for removal from the Board unless by a simple majority of other members of the Board approve the member’s reason for inability to attend the Annual Pride Event.

All members of the Board are encouraged to secure or give a minimum of one thousand dollars ($1,000.00) to CPF. In lieu of a donation by a member of the Board or a business owned by a member of the Board, a member of the Board may secure sponsorships, donations, or sales of any annual publication of CPF.

All members of the Board must sign a code of conduct annually. Failure to adhere to the code of conduct subjects the member to removal per Article 2, Section 7 guidelines.

Section 5.1 Board Grievances.

To run a productive organization and to respect the time of each Board member, any grievances which board members may have, regardless of the subject matter, must be added to the agenda at least one (1) week before the meeting. The board member submitting the request must also provide a written explanation of events leading up to the grievance to the Chairperson. Should the Chairperson be the subject of the grievance, then the board member should submit the grievance to the Vice Chair, Secretary or Treasurer. The Board shall, from time to time, establish and review a grievance process for internal and external grievances. Grievances concerning the behavior of another board member should be signed/seconded by another board member before it is added to the agenda.

Section 6. Compensation

No member of the Board will receive compensation for duties performed as a member of the Board.

Section 7. Removal from the Board

Any member of the Board may resign by submitting a written resignation to the Chair at any time. “Written resignation” shall be construed liberally to include but not limited to a signed letter, e-mail, or electronic message. A text message is insufficient to resign for the Board. Upon receipt by the Chair, the resignation is effective immediately.

Any member of the Board that fails to perform any duties listed in Article II Section 5 is subject to removal from the Board after notice of and completion of a removal hearing. The removal proceeding shall be initiated by a 75% vote of the Executive Committee or a 75% vote of the board at large. Any member subject to removal shall be notified by written letter signed by the Chair and sent via email to the board member’s CPF email address. The letter must include the grounds for removal and the option to elect to have a removal hearing. The Board is only required to hold a removal hearing if requested by the member being removed. A removal hearing must not be held less than ten (10) days or more than twenty (20) days from the date the letter was sent to the member of the Board subject to removal. All other members of the Board shall be notified of the date, time, and location of the removal hearing via e-mail at their official CPF e-mail address.

The removal hearing shall be presided over by the Chairperson or in the case that the Chairperson is subject to removal the Vice-Chairperson shall preside over the removal hearing. At the removal hearing, the presiding officer shall present the grounds for removal. The member subject to removal shall be given an opportunity to present a defense in writing or orally to the other members of the Board. At the hearing, a 75% vote of the members of the Board not subject to removal who are present is necessary to remove the member.

ARTICLE III: EXECUTIVE COMMITTEE

Section 1. Definition

The Executive Committee shall consist of the following members of the Board: Chairperson, Vice Chairperson, Treasurer, and Secretary. Each office composing part of the Executive Committee is held by a member of the Board for a period of two years. “Year” shall be defined as the time between the Board meeting immediately following the Annual Pride Event and the Board meeting following the Annual Pride Event in the subsequent calendar year.

Section 2. Qualifications

All members of the Executive Committee or candidates for office to the Executive Committee shall be members of the Board in good standing. In order to stand for election as Chairperson or Vice Chairperson, a Board member shall have served on the Board for a period of one year. Year shall not be construed as a calendar year but rather as the annual life cycle of CFP activities. In the event that the Executive Committee does not have at least one co-chair and secretary/treasurer, the board may elect by a vote of 66% or higher a member serving 6 months or longer to the Executive Committee.

Section 3. Duties and Responsibilities

The Chairperson shall be the chief executive officer of CPF in the absence of a chief executive officer hired by the Board of Directors. The Chairperson is responsible to guide CPF in accomplishing CPF’s Purpose, Mission, as outlined in Article I. The Chairperson shall have the signatory authority to bind CPF in contract with third parties. The Chairperson shall have signatory authority to sign checks and other financial instruments on behalf of CPF if the Treasurer is unable to sign. The Chairperson shall fulfill any special duties as appointed by the Board.

The Vice Chairperson shall assist the Chairperson in the running of CPF. The Vice Chairperson shall  serve as the chief operating officer in the absence of a chief operating officer hired by the Board of Directors. The Vice Chairperson shall receive the bi-weekly written reports outlined in Article II Section 5. Upon resignation or removal of the Chairperson, the Vice Chairperson shall be named Chairperson. The Vice-Chairperson shall fulfill any special duties as appointed by the Board or Chairperson. 

The Treasurer shall record any and all financial transactions of the CPF. The Treasurer shall serve as the chief financial officer in the absence of a chief financial officer hired by the Board of Directors. The Treasurer shall have signatory authority to sign checks and other financial instruments on behalf of CPF. The Treasurer shall be responsible for opening, maintaining, or closing any depository account on behalf of CPF. The Treasurer must allow inspection of any and all financial records of CPF upon the request of any member of the Board. Any request to view the financial records of CPF by a member of the Board must be fulfilled within five (5) days unless a written extension is granted by the Chairperson. “Written extension” shall be construed liberally to include but not limited to electronic communication. The Treasurer shall also serve as the liaison between the organization and accounting firm. The Treasurer shall fulfill any special duties as appointed by the Board or Chairperson.

The Secretary shall create minutes of every Board meeting and submit minutes from the previous Board meeting at the start of every Board meeting. The Secretary shall file and record any necessary documents on behalf of CPF to maintain corporate status of CPF and non-profit status of CPF. The Secretary shall track the terms of all Board members as well as terms of members of the Executive Committee. The Secretary shall fulfill any special duties as appointed by the Board or Chairperson.

Section 4. Elections

A candidate for offices composing the Executive Committee must meet all requirements for election to the Executive Committee. Each candidate for office on the Executive Committee must be nominated by a member of the Board and seconded by another member of the Board.

For elections in which two or more board members has been nominated and seconded, each candidate will be given an opportunity to make an oral presentation to the other members of the Board on behalf of that member’s candidacy. After every candidate has given a presentation, the candidates shall exit the Board meeting. The candidates shall not vote in the election for which they are running. Voting Board members shall be allowed to discuss each candidate. If two candidates are contesting one office, a simple majority of the voting Board members is sufficient to elect a candidate. If there are more than two candidates for an office, any candidate receiving a simple majority of votes of voting Board members present shall be awarded the office. If any candidate fails to secure a simple majority of votes of voting Board members, the candidates receiving the top two amounts of votes shall remain on the ballot and all other names removed.

Of the two remaining candidates, a simple majority of votes of voting Board members present is sufficient to be awarded the office. If a member runs unopposed for an office, that member shall be elected to the office.

Elections shall be held at the second Board meeting following the Annual Pride Event.

Members of the Executive Committee may stand for re-election or election to another office in the Executive Committee so long as the member is an eligible member of the Board.

Section 5. Resignation and Removal

A member of the Executive committee may resign that member’s office constituting membership on the Executive Committee by submitting a written resignation to the other members of the Executive Committee. “Written resignation” shall be construed liberally to include but not limited to a signed letter, e-mail, or electronic message. However, a text message is insufficient to resign from an office constituting part of the Executive Committee. Upon receipt by other members of the Executive Committee, the resignation is effective immediately.

In the event of resignation of a member of Executive Committee. Election for a new office shall be held at the next Board meeting according to the procedures outlined in Article III Section 4 with disregard given requirement that the election be held at the Board meeting immediately following the Annual Pride Event.

If a member of the Board is removed as prescribed in Article II Section 7, that member automatically loses membership in the Executive Committee.

ARTICLE IV: MISCELLANEOUS

Section 1. Meeting Schedule

The Board shall meet at least once a month at the same time, place, and date set by the Chairperson, unless exigent circumstances arise or Acts of God occur. The Chairperson shall reschedule any missed meetings for the next appropriate date and time. All members are on notice that there may be additional biweekly meetings during the months preceding major events (Parade, Festival).

The meeting following the Annual Pride Event must be held within four (4) weeks of the Annual Pride Event. A special meeting may be called by four members of the Board by submitting a request to the Chairperson. The Chairperson will designate the place, time, and date of a special Board meeting. A special meeting will be held within ten (10) days but no sooner than three (3) days of receipt of the written requests by the Chairperson. “Written request” shall be construed liberally to include but not limited to a signed letter, e-mail, or electronic message. However, a text message is insufficient to request a special meeting.

Section 2. Votes Required.

In addition to any votes required as outlined in Article II and Article III, the Board must vote on the following issues:

A simple majority vote of Board members present is needed to create and execute events for CPF and associate CPF with any event or organization.

In order to amend the bylaws of CPF, a member of the Board must propose the amendment in writing to every other Board member. The Board will debate the amendment at the Board meeting following the Board meeting after the amendment is proposed. A two-thirds vote of Board members present is necessary to pass an amendment to the CPF bylaws. “Written amendment” shall be construed liberally to include but not limited to a signed letter, e-mail, or electronic message. However, a text message is insufficient to propose a written amendment.

In order to dissolve CPF, notwithstanding the provision in Article II Section 2, at least 80% members of the Board must be present in order to debate and vote on dissolving CPF. A member of the Board must motion for dissolution in writing to every other Board member. The motion to dissolve CPF will be debated and voted on at the Board meeting following the Board meeting after the amendment is proposed. It requires a unanimous vote of all Board members present to dissolve CPF. “Motion for Dissolution” shall be construed liberally to include but not limited to a signed letter, e-mail, or electronic

message. However, a text message is insufficient to make a motion for dissolution.

At any time in which there is a tie in voting, the issue shall be subject to additional discussion for a time period not to exceed fifteen (15) minutes and followed by another vote. If the subsequent vote results in a tie, the issue shall be decided by the Chairperson’s vote.

AMENDMENTS

AMENDMENT I - Strategy Officer

Section 1: Composition

The position of Strategy Officer may be made a permanent member of the Board of Directors. The Executive Committee shall consist of the following members of the Board: Chairperson, Vice Chairperson, Treasurer, Secretary and if elected Strategy Officer. Each office composing part of the Executive Committee is held by a member of the Board for a period of two years. “Year” shall be defined as the time between the Board meeting immediately following the Annual Pride Event and the Board meeting following the Annual Pride Event in the subsequent calendar year.

Section 2. Duties and Responsibilities

The Strategy Officer shall assist the Board of Directors with developing, communicating, executing, and sustaining the CPF’s strategic plan. The Strategy Officer shall identify new strategic initiatives for the organization and assess existing initiatives to ensure all objectives in CPF’s strategic plan are being met. Chief Strategy Officer shall fulfill any special duties as appointed by the Board or Chairperson.

Section 3. Effective Date

This amendment is effective June 13th, 2019, and Amended on February 22, 2023.

AMENDMENT II - Removal for Abandonment

Section 1: Composition

Board members can be removed for cause following the procedure outlined in Article II, Section 7. Further, Board members can now be removed for abandonment. Abandonment shall be defined as the absence from three consecutive Board meetings without prior notification and authorization from the Chair. “Notification” shall be construed liberally to include but not limited to a signed letter, e-mail, or electronic message. Removal for abandonment shall not follow the removal for cause process outlined in Article II, Section 7. A member of the Board who meets the criteria defined for abandonment can be removed by three-fourths majority of the present Board members at any regularly scheduled meeting of the Board.

Section 2. Effective Date

This amendment is effective June 13th, 2019.

AMENDMENT III – Sub-Committees

Section 1. Composition

Each board member is allowed and encouraged to have a sub-committee of up to 5 volunteers and constituents to advise the board's interests. Committees members are specialized in the field of the director but are not subject to attending board meetings and cannot vote on board matters. Action items are briefed to the board under the understanding that committee members are experts in their fields. Committee members are required to follow CPF bylaws and sign the CPF code of conduct annually.

Section 2. Effective Date

This amendment is effective February 22, 2023.