Article II: Statement of Purpose and Nondiscrimination
Section 1: Organization
Adelante shall be operated exclusively for nonprofit purposes within the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended from time to time.
Section 2: Purpose
Adelante is dedicated to serving all gay, lesbian, bisexual, transgender and supportive people in the tristate, binational border area. Adelante shall provide an affirming environment for education, empowerment and coalition building. Adelante encourages educational, political, spiritual and social activities and maintains a database to help those seeking information on issues, organizations and activities to the end that Adelante will be part of the ongoing effort to eliminate homophobia and heterosexism and to create an educated society recognizing its common interests through celebrating the diversity of its citizens.
Section 3: Non-discrimination
Adelante will not discriminate on the basis of sexual orientation, gender, ethnic origin, religious affiliation, culture, socio-economic status, sex, nationality, race, creed, physical appearance or mental ability, actual or perceived sexual orientation or preference, political or social affiliations, or HIV status.
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Article III: Membership and Members of Adelante
Section 1: Membership Defined
General Membership in Adelante shall be available to individuals, organizations and businesses that have an interest in and are supportive of the mission of Adelante. The policies and procedures governing membership qualifications, classifications and dues structures will be developed by the Nominations and Membership Committee subject to approval of the Steering Committee.
Section 2: Membership Meetings
Regular meetings of the members of Adelante shall be held once each month. The date, time and venue for each monthly meeting shall be announced at the regular meeting for the preceding month and this announcement shall be deemed notice to the membership. An annual general membership meeting shall be held yearly during the month of June. Special membership meetings may be held at the discretion of the Steering Committee. Each member shall be entitled to one vote at any membership meeting, according to classification excluding any classifications given ex officio status by the Steering Committee.
Section 3: Liabilities of a Member
No member of Adelante shall be personally liable for indebtedness, or liability or obligation of Adelante, to any creditor of Adelante.
Section 4: Notice of Special Meetings
Upon the receipt of a petition for a special meeting signed by at least ten percent (10%) of the individuals who are members of Adelante and setting forth the nature of the urgent business to be discussed at the same, the Chair shall set a date, time and place for the special meeting, such meeting to be held not more than fifteen (15) days after the receipt of the petition. Notice shall be sent by first-class mail to each member of Adelante not less than ten (10) days prior to the date of the special meeting.
Section 5: Compensation
a. Adelante Members shall not receive any compensation for their service in Adelante, but by resolution of the Steering Committee, expenses of attendance, if an, may be allowed for attendance at any meeting of Adelante or any meeting where Adelante is represented.
b. Members of Adelante shall not be precluded from serving Adelante in any other capacity or receive other compensation, such as for other contracted work.
Section 6: Qualifications for Membership
Any individual 18 years of age or older, corporation or association sympathetic to the goals of Adelante is qualified to be a member and may submit an application for membership, provided further that no such entity may have be on Community Supervision or Supervised Release after imprisonment for any felony offense at the time the membership application is submitted, or thereafter.
Section 7: Termination of Membership
The membership of any member may be terminated in the event that a member ceases to be qualified for membership or for cause, including but not limited to, conduct subversive to the best interests of Adelante. breach of duties or loyalty, willful disregard of a provision of these by laws or established policy or decision of the Steering Committee, or a breach of confidentiality. Any member of the Steering Committee may submit a petition for the removal of any member in the form of an affidavit setting forth the facts and circumstances justifying removal. The Steering Committee shall convene within ten (10) days of the receipt of the petition and determine by majority vote, based upon the four corners of the affidavit whether there is reasonable cause to proceed with a formal investigation of the allegations. In the event it is so determined, another special meeting shall be convened not more than fourteen (14) days thereafter to consider the member's removal. At said meeting, interested parties will be permitted to testify either in favor of or in opposition to the member’s removal. The affirmative vote of two-thirds (2/3) of the Steering Committee members present at the special meeting shall be necessary to remove a member for cause. Any member, the subject of a removal action, shall be notified by certified mail at least five (5) days prior to the removal hearing of the time and place at which the meeting is to take place.
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Article IV: Steering Committee
Section 1: Authority of the Steering Committee
Subject to limitations in other sections of these Bylaws, Texas law and applicable federal regulations, all authority of, and the business and affairs of Adelante shall be managed and overseen by the Board of Directors referred to in these By-Laws as the Steering Committee. The Steering Committee shall have the following powers without limitation:
a. To hire and remove any employee of Adelante, prescribe such powers and duties for any employee.
b. To conduct, manage, and control the affairs and business of Adelante, to appoint committee chairs and to make rules and regulations.
c. In so far as possible, the Steering committee shall make all reasonable attempts to encourage and include the membership of Adelante under represented segments of the gay, lesbian, bisexual and transgender community.
Section 2: Responsibilities of the Steering Committee
The activities, affairs, and property of Adelante shall be managed, and directed by the Steering Committee, except as otherwise provided in these Bylaws. The members of the Steering Committee shall be required, in exercising their responsibilities and managing the affairs of Adelante, to discharge their duties in good faith and with that degree of diligence, care and skill which ordinarily prudent people would exercise in the management of their most important personal affairs.
Section 3: Steering Committee Membership and Qualifications
The Steering Committee shall consist of fifteen (15) members Two of those members shall represent the Advisory Committee, one of whom shall be the Chair of the Advisory Committee. Exclusive of the members from the Advisory Committee, Steering Committee members shall be divided into two classes. Class A shall include the Chair, the Secretary and five members according to the month and day of their birth commencing with January 1; Class B shall include the Vice Chair, the Treasurer and the remaining members according to the month and day of their birth commencing with the firs birthday following the latest birthday of a Class A member.
Section 4 Elections and Appointments
The Steering Committee may consist of both elected and appointed members.
a. Elected At the Annual Meeting in even-numbered years, individuals who are members of Adelante shall elect all Class A members of the Steering Committee; at the Annual meeting in odd-numbered years, individuals who are member of Adelante shall elect all Class B members of the Steering Committee in even numbered years. A majority vote is required for members elected to the Steering Committee. There shall be no limit to the number of terms a Steering Committee member may serve.
b. Appointed The Steering Committee may fill, by majority vote of its member present, any vacancy occurring on the Steering Committee or Executive Committee.
Section 5: Qualifications
Any individual who is a member in good standing of Adelante shall be qualified to be a member of the Steering committee except for the two members of the Steering Committee who are also members of the Advisory Committee.
Section 6: Resignation
Any Steering Committee member may resign at any time by delivering a written letter of resignation to the Chair of the Steering Committee.
Section 7: Removal
Any Steering Committee member may be removed at any time in the even that member should cease to be qualified for the membership in Adelante, of for cause, including, but not limited to, gross or willful neglect of his or her duties, or conduct subversive to the best interests of Adelante, mismanagement of the affairs of Adelante, breach of duties or loyalty, willful disregard of a provision of these bylaws of established policy or decision of the Steering Committee, and a breach of confidentiality. Steering Committee members may also be removed for three (3) consecutive absences not excused in advance by the Chair or his designee. Any member of Adelante may submit a petition for the removal of any Steering Committee member in the form of an affidavit setting forth the facts and circumstances justifying removal. The Steering Committee shall convene within ten (10) days of the receipt for the petition and determine by majority vote of the members present, based upon the four corners of the affidavit whether there is reasonable cause to proceed with a formal investigation of the allegations. In the even it is so determined, another special meeting shall be convened not more than fourteen (14) days thereafter to consider the member’s removal. At said meeting, interested parties will be permitted to testify either in favor of or in opposition to the member’s removal. The affirmative vote of two-thirds (2/3) of the Steering Committee members present at the special meeting shall be necessary to remove a member for cause. Any Steering Committee member, the subject of a removal action, shall be notified by certified mail at least five (5) days prior to the removal hearing of the time and place at which the meeting is to take place.
Section 8: Regular Meetings
Regular meetings of the Steering Committee shall be held at specified intervals at such time ad place as are determined by a resolution of the Steering Committee provided further that the Steering Committee shall meet not less than 48 hours prior to any regular or annual membership meeting.
Section 9: Special Meetings
Special meetings of the Steering Committee may be called by or at the request of the Chair or Executive Committee. The authority calling a Special Meeting shall fix the time and place for the meeting. Notice of the time and place of Special Meetings shall also include a statement of the purpose for which the meeting is called. The notice must be in writing and may be dispatched in any manner calculated to insure receipt including, but not limited to, fax transmission, personal delivery, regular first-class mail, or email. Notice must be dispatched not less than seventy-two hours prior to the meeting.
Section 10: Notice and Agenda
Notice and agenda of each regular meeting of the Steering Committee shall be given directly, by telephone, first class mail, fax, or email to each of the Steering Committee member at least three (3), but not more than thirty (30) days prior to the meeting. Notice given by mail shall be deemed to have been received two (2) days after the postmarked date.
Section 11 Manner of Acting and Voting
Adelante will utilize consensus decision-making whenever possible. For those issues called to a vote, each voting Steering Committee member shall be entitled to one vote, to be cast in person or by proxy as hereinafter provided. A quorum shall consist of eight (8) of the voting membership of the Steering Committee.
Section 12: Proxy Ballots
A Steering Committee member may cast a proxy vote on a particular matter to be decided at a Steering Committee meeting. The proxy must be delivered to the Secretary 24 hours in advance of the meeting where the issue in question would be decided. A proxy must be executed in writing and memorialized in any manner reasonably calculated to insure that it is genuine. The proxy shall specifically identify the matter(s) upon which it is to be voted, identify the Steering Committee member authorized to vote the same, and bear the signature of the authorizing party. Any question regarding the timeliness or form of a proxy will be determined by the Executive Committee. The proxy of any Steering Committee member whose absence has not been excused as herein provided will not be recognized.
Section 13: Conduct of Meetings
All meetings of the Steering Committee shall be in accordance with customary rules of order as outlined in the Revised Roberts’ Rules of Order or by other rules of order as may be adopted and modified by the Steering Committee fro time to time.
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Article V: Officers
Section 1: Number
The officers of Adelante shall be the Chair, Vice Chair, Secretary, and Treasurer.
Section 2: Election and Term of Office
The officers shall be elected for a two-year term of office by the Steering Committee by a majority of its members present. Officers may be re-elected without limitation as to the number of terms they may serve in any office, however no officer shall be re-elected at the first meeting of the Steering Committee following the Annual Meeting.
Section 3: Removal of Officers
Any officer may be removed in the manner described in Article IV, Section 7.
Section 4: Chair
The Chair shall be the presiding officer of the Steering Committee. The Chair shall convene and conduct the meetings of the Steering Committee and Executive Committee, implement Steering Committee and Executive Committee orders and resolutions, and ensure all books, reports, statements and certificates are kept and filed as required. The Chair shall perform all duties incident to the office of Chair. In the event of the inability or refusal of the Director to act, the Chair shall assume those duties and responsibilities until such time as the position is filled by the Steering Committee. The Chair shall act as an ex-officio member of all standing committees as hereinafter set forth. The Chair may represent the Steering Committee to other agencies and the general public.
Section 5: Vice-Chair
In the absence of the Chair, or in the event of the Chair’s inability or refusal to act, the Vice-Chair shall perform the duties of the Chair and when so acting shall have all the powers of and be subjected to all the restrictions of the Chair. The Vice-Chair shall serve in designated special areas as selected and approved by the Steering Committee, Executive Committee or Chair.
Section 6: Secretary
The Secretary shall keep and have custody of the books and records of Adelante. The Secretary shall be responsible for the recording and reviewing of the minutes of the Steering Committee, Executive Committee and membership meetings. The Secretary shall be responsible for soliciting and assuring the receipt of minutes of all Adelante committee meetings. The Secretary shall give all required notices, be responsible for all general correspondence of the Steering Committee and in general, perform all duties of the office of Secretary and such other duties as from time to time may be assigned by the Chair, the Steering Committee or the Executive Committee. Copies of the minutes and records shall be kept at the office of Adelante.
Section 7: Treasurer
The Treasurer shall be responsible for insuring that correct and complete financial books and records of account are maintained for Adelante. The Treasurer shall review the annual budget, all financial reports or audits. The Treasurer, upon approval of the Steering Committee, shall present at each Annual Meeting an Annual Report of Adelante’s activities and financial status during the preceding fiscal year. The Treasurer shall consult with and advise the Steering Committee on fiscal policy. The Treasurer shall chair the Finance/Contracts Committee and report to the Steering Committee at each of its regular meetings, or more often as requested, on the financial activities of the organization. The Treasurer shall perform all duties of the office of Treasurer and such other duties as from time to time may be assigned by the Chair, the Steering Committee or the Executive Committee. The Steering Committee may require a bond of the Treasurer, and in such event, the premium for the bond shall be on obligation of Adelante.
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Article VI: Committees
Section 1: Executive Committee
The Executive Committee shall be composed of the Officers of the Steering Committee, the Director (ex-officio), the Chair of the Advisory Committee and any additional at-large ex-officio members designated by the Steering Committee. The Chair of the Steering Committee shall be the Chair of the Executive Committee. The Executive Committee shall have and exercise all the authority of the Steering committee subject to ratification by the Steering Committee at its next regularly scheduled or special meeting except amending the Bylaws, removing the Director or an officer, adopting a plan of merger or consolidation with any other entity, agreeing to incur debt, or amending or repealing any resolution of the Steering Committee. The Executive Committee shall evaluate the performance of the Director on an annual basis and work with staff to prepare budgets.
Section 2: Standing Committees
The following shall be standing committees of Adelante:
• Advisory Committee
• Nominations and Membership Committee
• Program Development Committee
• Finance/Contracts Committee
• Grievance Mediation Committee
• Political/Legislative Committee
• Fund Raising Committee
• Marketing/Public Relations Committee
The tasks of each of the Standing Committees are expressly set forth, infra. These Committees of Adelante shall be responsible for assisting the Steering Committee in carrying out its responsibilities concerning the purposes of Adelante. No such committee shall have the authority of the Steering Committee.
Each committee shall maintain minutes of its proceedings and shall report to the Steering Committee as requested. A Chair shall be appointed by the Executive Committee and a Secretary shall be elected by the members of each committee. In the absence of the Chair, the Secretary will chair the meetings.
Membership in the committees will be open to all interested members of Adelante and appointed by the Chari of that Committee. Members of the Advisory Committee need not be members of Adelante.
Section 3: Advisory Committee
The Advisory Committee shall be formed by the Steering Committee to represent all segments of the Gay, Lesbian, Bisexual, and Transgender community in the tri-state, binational border area. In addition, representatives from other organizations representing the diversity of our community will be encouraged to participate by way of membership on the committee. In addition, to the general duties set forth in the Article, the Advisory Committee shall advise the Steering Committee as to any matter it shall deem appropriate and shall perform such other duties as may be assigned to it from tie to time by the Steering Committee.
Section 4: Nominations and Membership Committee
The Nominations and Membership Committee shall be responsible for recommending to the Steering Committee a system of membership classification, an appropriate dues structure, qualifications for membership, and reviewing the same from time to time. The Committee shall also review applications for membership and make appropriate recommendations thereupon to the Steering Committee. The Nominations and Membership Committee shall perform such other duties as may be assigned to it by the Steering Committee.
Section 5: Program Development Committee
The Program Development Committee shall be responsible for recommending to the Steering Committee programs which are in line with the mission of Adelante. The Committee shall also review applications for programs to be developed under Adelante and make appropriate recommendations to the Steering Committee. The Committee shall perform any other duties as may be assigned by the Steering Committee.
Section 6: Finance/Contracts Committee
The Finance/Contracts Committee shall have the following responsibilities: To oversee the investment portfolio and debt structure of the organization in order to optimize the return on the assets f the organization while maintaining a liquidity appropriate for carrying out its daily operations; to analyze and make recommendations on all projects of the organization requiring a material investment prior to that investment or debt obligation; prepare requests for contract proposals (RFP) as necessary; receive, analyze and make recommendations on the foregoing; coordinate the budget process for the organization.
Section 7: Grievance Mediation Committee
The Grievance Mediation Committee shall be responsible for mediating any internal or external grievance which may arise from any individual, individuals, group or organization with a concern which cannot be resolved through any informal manner. The grievance involved must have a direct or indirect effect on the organization. The Committee will determine its validity and ultimate effect on Adelante followed by a timely resolution and/or recommendation.
Section 8: Political/Legislative Committee
Coming Soon
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