GLSEN Sioux Falls By-Laws

SECTION 1

General Provisions

1.1 Name. The name of this organization (the "Chapter") is the "Gay Lesbian, and Straight Education Network Sioux Falls" or "GLSEN Sioux Falls." The Chapter is a Chapter of GLSEN Inc., a Massachusetts corporation.

1.2 Charter Documents. The Articles of Organization and By-laws (the "Chater Documents")of the National Organization are a part of these By-laws. The powers of the Chapter and its Directors and Officers and all matters concerning the affairs of the Chapter shall be subject to the Charter Documents. In the event of any inconsistency between the Charter Documents and these By-laws, the Charter Documents shall control.

1.3 Location. The Chapter's address is P O Box 38, Sioux Falls, South Dakota, 57101-0038. The Board of Directors of the Chapter ("Chapter Board") may change the location of the Chapter within the Territory at any time. Notice of any change of address shall be given to the Field Director of the National Organization.

1.4 Territory. The Territory of the Chapter is defined as Sioux Falls. The Chapter Board may propose changes to the Territory to the Board of Directors of the National Organization (the "National Board"). If the National Board determines that the proposal is in the best interest of the National Organization, it shall approve the proposal.

1.5 Statement of Purpose. GLSEN Sioux Falls strives to assure that each member of every school community is valued and respected regardless of sexual orientation or gender identity/expression. We believe that such an atmosphere engenders a positive sense of self, which is the basis of educational achievement and personal growth. Since homophobia and heterosexism undermine a healthy school climate, we work to educate teachers, students, and the public at large about the damaging effects these forces have on youth and adults alike. We recognize that forces such as racism and sexism have similarly adverse impacts on communities and we support schools in seeking to redress all such inequalities. GLSEN seeks to develop school climates where difference is valued for the positive contribution it makes in creating a more vibrant and diverse community. We welcome as members any and all individuals, regardless of sexual orientation, gender identity/expression or occupation, who are committed to seeing this philosophy realized in K-12 schools.

1.6 Dissolution and Suspension. The Chapter shall be deemed dissolved and its existence terminated whenever the national Board revokes the Chapter's status as a Chapter of the National organization, or whenever the Members of the Chapter so decide by an affirmative vote of two thirds of the Members present at any meeting of the Members. The notice of any meeting at which a vote on dissolution will be held shall state that a vote on dissolution will be held and shall be given at least fourteen (14) days before the meeting.

1.7 Fiscal Year. The fiscal year of the Chapter shall coincide with the fiscal year established by the National Board. Currently, the fiscal year ends on June 30.

1.8 Robert's Rules of Order, Revised. Except as otherwise prescribed in these rules for the conduct of business, all meetings of the Chapter shall be governed by Robert's Rules of Order, Revised. Robert's Rules of Order Revised, may be suspended by a two-thirds (2/3) vote of the members voting.

SECTION 2

Members

2.1 Membership. Any Member of the Chapter may resign at any time by delivering a written resignation to an officer of the Chapter Board. Such resignation shall be effective upon receipt unless it is specified to be effective at a later time. Any Member who, in the judgment of the Chapter Board, fails to support the mission of the Corporation or otherwise compromises the mission of the Corporation, shall forward this concern to the national Field Director along with a recommendation that the Board President and Executive Director suspend the member pending full National Board review and final determination.

2.2 Meetings. The Members of the Chapter shall meet at least annually. The annual meeting shall be held within sixty days prior to the conclusion of the fiscal year at a time and location determined by the Chapter Board. The Chapter Board may change the date, time, or location of the annual meeting, but the annual meeting shall be held not later than ninety (90) days after the end of the fiscal year, currently June 30. The Chapter Board shall give notice of the time and location of the annual meeting to the Members at least fourteen (14) days before the meeting. Other meetings shall be set by the Chapter Board or the Co-Chairs or upon the request of ten percent (10%) of the Members. Reasonable efforts shall be made to give notice of any meeting to the Members at least seven (7) days before the meeting or, if the purpose of the meeting is election of Directors or Officers of the Chapter Board of Directors ("Officers"), at least fourteen (14) days before the meeting. Notice of any meeting shall state the purpose of the meeting and the general nature of the business to be conducted at the meeting. Ten Members shall constitute a quorum, except when a larger quorum is required by law, the Charter Documents or these By-laws. Each Member shall have one vote. At any meeting at which a quorum is present, the vote of a majority of the Members present shall decide any matter unless any applicable law, the Charter Documents, or these By-laws requires a different vote.

2.3 Proxies. Members may vote either in person or by written proxy. Any written proxy must specify the meeting for which it is granted and must be dated not more than six months prior to that meeting. To be valid, any written proxy must be given to the Secretary before being voted and must be filed with the records of the meeting.

SECTION 3

Chapter Board of Directors

3.1 Chapter Board of Directors. A Chapter Board of Directors shall manage the affairs of the Chpater, subject to law, the Charter Documents, and these By-laws.

3.1.1 Number of the Chapter Board Members. The Chapter Board shall consist of no fewer than five (5) Chapter Board Members. Should the number of Chapter Directors be reduced to fewer than five (5) between meetings of the Chapter Board by reason of death, resignation, removal or disqualification, those Chapter Directors remaining in office shall continue to conduct the business of the Corporation while the exercising diligence in identifying and appointing Chapter Directors to achieve the number required by these By-laws, such appointments to be attained no later than the second regular meeting of the Board. 3.1.2 Election. At the annual meeting of the Members, the Members shall elect the number of Chapter Directors necessary to meet the minimum requirement. Nominations of the position of Chapter Director shall be made by the Board Management Committee in accordance with Section 3.1.7 of these By-laws. The Chapter Board may by an affirmative vote of majority of the Chapter Directors then in office increase the number of Chapter Directors and elect Chapter Directors to fill the positions, or they may by similar vote decrease the number of Chapter Directors, but only to eliminate vacancies created by the death, resignation or removal or disqualification of a Chapter Director. In no event, however, shall the number of Chapter Directors, as increased by vote of the Chapter Board, exceed 150% of the number of Chapter Directors elected by the Members at the annual meetings of Members. Election of Chapter Director must have been a Member in good standing of GLSEN for a period of no less than one month and shall have attended at least one meeting of the Governing Board.

3.1.3 Term; Re-election; Vacancy. Chapter Directors shall serve 3-year terms. All Chapter Directors shall hold office until the expiration of their staggered 3-year terms. Chapter Directors elected to the Chapter Board at subsequent regular or special meeting prior to the next annual meetings of the Chapter Board shall be elected for the remainder of the fiscal year. At the subsequent annual meetings, Chapter Directors whose terms have expired may be re-elected to no more than two (2) successive 3-year terms and may serve as one or more Officers. At any regular or special meetings of the Chapter Directors, the Chapter Directors then in office increase the number so fixed, or they may by a similar vote decrease the number of Chapter Directors, but only to eliminate vacancies existing by reason of death, resignation, removal or disqualification of one or more Chapter Directors. The Chapter Directors may by an affirmative vote of a majority of Chapter Directors then in office fill any vacancy in the Chapter Board, and may exercise all their powers notwithstanding any vacancy or vacancies in their number.

3.1.4 Resignation and Removal. Any Chapter Director may resign by delivering a written resignation to the Chapter Co-Chairs or to the Chapter at the address set forth in Section 1.3 of these By-laws. Any resignation shall be effective upon receipt unless it is specified to be effective at a later time. Any Chapter Director that was elected by the Chapter Board may be removed from office by an affirmative vote of majority of the Chapter Directors then in office, after being provided reasonable notice and an opportunity to be heard by the Chapter Board. The Chapter Board shall state in writing the reasons for any removal, but cause for removal shall be within the sole discretion and judgment of the Chapter Board and shall not be subject to review by any other body, except as required by law or the Charter Documents. Any Chapter Director that was elected by the Chapter Membership at the annual meeting of the Chapter may be removed only by a majority vote of the Chapter Members present at an annual or special meeting of the Membership set in accordance with Section 2.2 of these By-laws. A motion to dismiss a Chapter Director elected by the Chapter Membership at the annual meeting of the Chapter may come from a majority of the Chapter Directors then in office or upon the request of ten percent (10%) of the Chapter Members.

3.1.5 Meetings. The Chapter Board shall hold an annual organizational meeting immediately after the annual meeting of Members. A majority of the Chapter Directors may postpone the organizational meeting of the Chapter Board for a reasonable time, scheduling it at a time mutually agreeable to all board members. Other meetings of the Chapter Directors may be held at any time. Notice of any meeting shall specify the date, time, place and purpose of the meeting and shall be given to all Chapter Directors in person, by telephone or by facsimile or other form of electronic communication sent to each Director's last known business or home address not less than forty-eight (48) hours before the meeting, and where reasonably possible, at least seven (7) days before the meeting. If a Chapter Director is present when any meeting is scheduled, notice of that meeting need not be given to that Chapter Director. A quorum shall consist of one more than a majority of the Chapter Directors at which a quorum is present, the vote of a majority of the Chapter Directors present shall decide any matter unless any applicable law, the Charter Documents, or these By-laws requires a different vote. Chapter Directors may not vote by proxy.

3.1.6 Committees. The Chapter Board may elect or appoint any committees it deems necessary or advisable. At any meeting of a committee, a quorum shall consist of a majority of the members of the committee. Each committee shall conduct its business as nearly as possible in the same manner as set forth in these By-laws for the conduct of the business of the Chapter Board but may, with the approval of the Chapter Board, make further rules of the conduct of its business. The members of any committee shall serve on the committee at the pleasure of the Chapter Board.

3.1.7 Board Management Committee. The Chapter Directors shall elect a Board Management Committee of at least three (3) Chapter Directors. The Board Management Committee shall nominate candidates for the Chapter Board as vacancies occur. In selecting nominees, the Board Management Committee shall give consideration to the importance of diversity among the nominees. The Bard Management Committee shall prepare a report of its nominations at least ten (10) days before the annual meeting of Members and make the report available to any Member upon request. The Board Management Committee shall present its report at the annual meeting of Members. Nominations for any position may also be made by any Member from the floor at the annual meeting of Members. The Board Management Committee shall screen potential nominees for the Chapter Board at any time and may recommend to the Chapter board nominees for the election to the Chapter Board. It shall further be the responsibility of the Board Management committee to recommend to the National Board any amendments to these By-laws and such other recommendations that would increase the effectiveness of the Chapter Board's operation.

3.1.8 Action by Written Consent. The Chapter board or any committee may take any action without a meeting it, all members of the Chapter Board or the committee sign a written consent to that action and file the consent with the records of the meetings of the Chapter Board. Written consent shall be treated for all purposes as a vote at a meeting.

3.1.9 Meetings by Telephone Conference. The Board of Directors and any committee may hold meetings by telephone or any similar technology, as long as all participants can hear (or other accommodation for hearing impaired) each other at the same time.

3.2 Officers. The Officers of the Chapter shall consist of two Co-Chairs, A Treasurer, a Secretary, and such other Officers as the Members or the Chapter Board may determine. All Officers shall be Members of the Chapter. An individual may hold more than one office.

3.2.2 Resignation and Removal. Any Officer may resign by delivering a written resignation to the Co-Chairs or to the Chapter at the address set forth in Section 1.3 of these By-laws. The resignation shall be effective upon receipt, unless it is specified to be effective at some later time. Any Officer may be removed from office by an affirmative vote of a majority of the Directors then in office, after being provided reasonable notice and an opportunity to be heard by the Chapter Board. The Chapter Board shall state in writing the reasons for any removal, but cause for removal shall be within the sole discretion and judgment of the Chapter Board and shall not be subject to review by any other body, except as required by law or the Charter Documents.

3.2.3 Co-Chairs. In chapters without paid staff two Co-Chairs shall share the powers and responsibilities of the position of chief executive officer of the Chapter. Subject to the direction and control of the Chapter Board, the Co-chairs shall have general charge of the affairs of the Chapter and shall share such other powers and duties as are usually incident to the office of chief executive officer and as may be vested in the Co-Chairs by these By-laws or by the Chapter Board. Except as the Chapter Board my otherwise determine, the Co-chair present at any meeting, or both Co-Chairs are present the Ch-chairs, shall preside at all meetings of the Members and the Chapter Board and shall establish the agenda for all such meetings. In the event of a vacancy in the office of one of the Co-chairs, the remaining Co-Chair may exercise all of the powers of the Co-Chairs until the vacancy is filled. At such time that Chapters hire paid staff, internal policies shall be established defining such staff's duties and responsibilities.

3.2.4 Treasurer and Assistant Treasurer. In Chapters without paid staff the Treasurer shall be the chief financial officer and chief accounting officer of the Chapter. Subject to the direction and control of the Chapter Board, The Treasurer shall have general charge of the financial affairs of the Chapter. The Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-laws or by the Chapter Board. Any Assistant Treasurer who may be designated by the Chapter Board shall have the powers designated by the Chapter Board. At such time that Chapters hire paid staff, internal policies shall be established defining such staff's duties and responsibilities.

3.2.5 Secretary and Assistant Secretary. The Secretary shall record and maintain records of all proceedings of the Members and the Chapter Board, and shall maintain the minutes of any committees of the Members and the Chapter Board, and shall maintain the minutes of any committees, and shall deliver copies of those records to the National Organization upon request. The Secretary shall give any notices of meetings required by these By-laws. The Secretary shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-laws or by the Chapter Board. If the Secretary is absent from any meeting, a temporary Secretary designated by the person presiding at the meeting shall perform the duties of the Secretary. Any Assistant Secretary who may be designated by the Chapter Board shall have the powers designated by the Chapter Board.

3.2.6 Other Officers. Other Officers (if any) shall have the duties and powers designated by the Chapter Board.

3.2.7 Executive Committee. The Chapter Directors shall elect from their own number an Executive committee which shall consist of not fewer than four (4) and not more than six (6) members. The Co-Chairs, Treasurer and Secretary shall serve on and be voting members of the Executive Committee along with such other members as the Chapter Board elects. Unless the Chapter Directors otherwise determine, the Executive Committee shall have the power to act on all matters requiring action between meetings of the Directors, except that the Executive committee shall have no power to remove any Member. The Secretary, or in the death, absence, incapacity or refusal of the Secretary, another member of the Executive Committee, shall record and maintain records of all proceedings of the Executive Committee in a book or series of books kept for that purpose, copies of such proceedings to be distributed to the Chapter Directors with the agenda for all regular and special meetings. At each meeting of the Chapter Board, a Co-Chair shall report on any other activities of the Executive Committee not included in the written report.

3.2.8 Status of Officers of Chapters. No chapter Officer shall by virtue of such office, be deemed an Officer of the Corporation, nor shall such Chapter officers have any power to act in the name of or on behalf of the Corporation except as specifically authorized by vote of the Board provided however, that persons serving as Officers of a Chapter may also serve as Directors and Officers of the Corporation.

3.3 Reporting Requirements. The Chapter shall submit to the National Organization such annual, periodic and other reports as the National Board or National Executive Director may direct or otherwise request and may from time to change as may be required to meet the requirements of the mission.

3.4 Compliance with Policy Directives. Chapters shall publicly adhere to all policy directives issued by the National Board, and not Chapter may take a public position with respect to any matter concerning the mission of the Corporation or its Members that is inconsistent with or contrary to any policy directive of the board of Directors. Failure to comply with this Section 3.4 shall constitute cause for the suspension or dissolution of the Chapter.

3.5 Compliance and Enforcement. In addition to compliance issues stated in the Chapter Manual the Chapter shall accept the following duties: (i)to support the mission and advance the Public Policy Platform of the Corporation, (ii) to undertake no activities which would not compromise the mission of the Corporation, (iii) to conduct its activities and manage its affairs in a manner befitting the Chapter of the Corporation, (iv) to comply with the Chapter By-laws and the National By-laws and (v) to accept direction and guidance from staff in execution its duties. Failure to comply with these duties shall constitute cause for the suspension or dissolution of the Chapter in accordance with the national By-laws.

SECTION 4

Fundraising

4.1 Annual Dues. The National Organization shall establish membership dues in accordance with the Charter Documents. Chapters shall not assess or charge any dues other than those established by the Board.

4.2 Revenue-Sharing Policy. The National Organization shall set policy and guidelines on Chapter fundraising, revenue sharing, reporting of membership activity, and may from time to time make such changes as are necessary to meet the changing needs of the Corporation and the Chapters. The Chapter Board shall comply with these policies.

SECTION 5

Miscellaneous Provisions

5.1 Compensation. No member, Chapter Director, or Officer shall receive any compensation for serving as a Member, chapter Director, or Officer. If prior authorization is granted by the Chapter Board, any expenses reasonably incurred by him or her in the performance of his or her official duties.

5.2 No Personal Liability. The Chapter Directors and officers shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise beocome due or payable to them from the Corporation.

5.3 Execution or Instruments. The Chapter is not a legal entity separate from the National Organization, and the Officers and Directors of the Chapter are not Officers of the National Organization. Consequently, the Chapter does not have independent authority of execute agreements or instruments. The Chapter and its Officers may, however, execute any agreement or instrument authorized by the National Board.

5.4 Amendments to these By-laws. These By-laws are uniform across all Chapters and my from time to time require amendment. Any Chapter Board my propose amendments to these By-laws to the National Board. If the National Board determines that the proposal is in the best interest of the National Organization, it shall approve the proposal and the amended By-laws shall take effect 30 days following the National Board's decision and be adopted by the Chapter Board no later than its second Chapter Board meeting following the National Board decision.