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Bylaws of the National Coalition for Sexual Freedom

BYLAWS OF THE NATIONAL COALITION FOR SEXUAL FREEDOM

ARTICLE I  NAME

ARTICLE II  PURPOSES

ARTICLE III  PROHIBITED ACTIVITIES

ARTICLE IV  NONDISCRIMINATION

ARTICLE V  OFFICES

ARTICLE VI  MEMBERSHIP AND VOTING RIGHTS

ARTICLE VII  STOCK

ARTICLE VIII  BOARD OF DIRECTORS

ARTICLE IX  COUNCIL OF COALITION PARTNERS

ARTICLE X  OFFICERS

ARTICLE XI  ADVISORY BOARD

ARTICLE XII  NOTICES

ARTICLE XIII  CORPORATE FINANCES

ARTICLE XIV  COMPENSATION

ARTICLE XV  INDEMNIFICATION

ARTICLE XVI  DISSOLUTION

ARTICLE XVII  CORPORATE SEAL

ARTICLE XVIII  FISCAL YEAR

ARTICLE XIX  AMENDMENTS


ARTICLE I -NAME

The name of the corporation is The National Coalition for Sexual Freedom, a District of Columbia Corporation (hereinafter referred to as the "Corporation").

ARTICLE II -PURPOSES

The Corporation is organized, and shall be operated, to support and encourage positive media presentations of and to engage in public policy advocacy at the national, state and local levels on issues relating to individual freedom for consenting adults in matters of sexual identity, expression and orientation, all as may qualify it as an organization described in section 501(c)(4) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code") and exempt it from federal income tax under section 501(a) of the Code, or the corresponding provisions of any revised or future United States internal revenue law. The Corporation shall perform other acts as may be considered necessary, appropriate or beneficial and shall have all powers specified for non-stock and nonprofit corporations generally under the laws of the District of Columbia, as limited, however, by the first sentence of this Article and by Article III hereof.

ARTICLE III -PROHIBITED ACTIVITIES

Section 1. Specific Prohibitions. At all times, and notwithstanding any merger, consolidation, reorganization, termination, dissolution or winding up of the Corporation (whether voluntary, involuntary or by operation of law), or any other provision hereof:

(a) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the Corporation's directors, officers, contributors, employees or any other persons, except that the Corporation have the authority to pay reasonable compensation for services actually rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

(b) No loans shall be made by the Corporation to any director, officer, contributor or employee of the Corporation or any parent, spouse, sibling or child of such individual.

(c) Although the Corporation may participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office, it shall not do so to the extent that such actions become the Corporation's primary activity.

(d) The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

(e) At no time shall the Corporation engage in any activities that are unlawful under the laws of the United States, the District of Columbia or any other jurisdiction where any of its activities are conducted.

Section 2. General Prohibitions. Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of the Corporation, the Corporation shall not engage in or carry on any activities that would pose a substantial risk of preventing it at any time from qualifying and continuing to qualify as a corporation described in section 501(c)(4) of the Code and exempt from federal taxation under section 501(a) of the Code or the corresponding provisions of any revised or future United States internal revenue law.

ARTICLE IV -NONDISCRIMINATION

The Corporation shall not discriminate on the basis of race, color, national origin, age, gender, sexual orientation, creed or religion.

ARTICLE V -OFFICES

The registered office of the Corporation shall be located in such place as the Corporation's board of directors (hereinafter referred to as the "Board") shall from time to time designate. The Corporation may maintain additional offices at other places as the Board may choose to designate.

ARTICLE VI -MEMBERSHIP AND VOTING RIGHTS

Section 1. Application of Coalition Partners. All members of the corporation shall be designated as follows: The board shall appoint a committee of no fewer than 3 representatives of Coalition Partners as defined below to review all applications for admittance to the Council of Coalition Partners for coalition partner status and to insure such applicants meet the criteria established in Article VI, Section 3. Membership resolutions passed by the Board of Directors prior to adoption of these amended Bylaws remain fully effective and valid.

Section 2. Classes of Membership and Voting Rights. The Corporation shall have two (2) classes of members,

(a) full members with voting rights (hereinafter referred to as "Coalition Partners") and

(b) affiliated individuals or other entities, who may become associated with the Corporation as set forth herein, but who remain members without voting rights, except affiliated individuals who may elect Board Members as provided in Article VIII, Section 4. (hereinafter referred to as "Associate Members"). All members shall be Associate Members unless expressly designated as Coalition Partners in a resolution of the Council of Coalition Partners.

Section 3. Coalition Partners. Unless a requirement is waived pursuant to Section 5 of this Article VI, each Coalition Partner must (a) be in agreement with the mission of NCSF, (b) be an organization comprised of and/or serving consenting adults. (c) hold an annual fundraiser for the benefit of NCSF, (d) attend at least one (1) annual meeting every three years and (e) dues current pursuant to Section 6 of this Article VI.

Section 4. Associate Members. Associate Members may be any type of entity whatsoever. Associate Members who are individuals may serve on the Advisory Board as described in Article XI of these Bylaws.

Section 5. Waiver of Requirements for Coalition Partners. The Board of Directors may in any specific case waive one or more of the requirements listed in Section 3 of this Article VI with respect to Coalition Partners, provided, however, that (a) all such waivers must be reflected and recorded in a resolution of the Board that identifies the requirement or requirements being waived and (b) the waiver motion must receive the affirmative vote of at least sixty two-thirds of the Board then present and voting. Once such a waiver occurs, the waiver shall be irrevocable with respect to the party involved.

Section 6. Dues. Members may be required to pay such dues as the Board from time to time may determine. Dues as determined by the Board must be current to be classed as a Coalition Partner, pursuant to Section 3 of this Article VI.

ARTICLE VII -STOCK

The Corporation shall have no authority to issue shares of stock.

ARTICLE VIII -BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all powers of the Corporation and perform all lawful acts that by law, the Articles of Incorporation or these Bylaws are directed or required to be exercised or performed by or are conferred upon or reserved for the Board.

Section 2. Voting. Each director shall have one (1) vote.

Section 3. Number and Qualifications. The number of directors shall be thirteen (13), absent a resolution by the Council of Coalition Partners adjusting the number of directors, any such resolution must maintain a ratio of 2.5:1 of elected versus appointed directors, as defined pursuant to Section 4 of this Article below. Directors shall be of legal age in the in the jurisdiction in which they reside, and in no event be under the age of eighteen (18), and shall be at the time of their election, members of at least one of the Coalition Partners or Associate Members.

Section 4. Classification. There shall be two (2) classes of directors. The first class being nine (9) elected and the second class being four (4) appointed .

(a) The election of the first class of the Board of Directors shall be as follows:

(1) The initial directors of the Corporation as organized herein shall be as elected by the Board of Directors under the Bylaws in effect as of the annual meeting held on September 14 and 15, 2002. Thereafter, the elected directors shall be annually elected by the Council of Coalition Partners as established in Article IX below pursuant to procedures as shall be provided by the previously extant Board that shall be designed and intended to result in the election of directors for two year terms, but such that the terms of office of directors are staggered, with four directors' terms lapsing in one year, and five lapsing in the subsequent year. Each director shall hold office until the expiration of her or his term, until his or her earlier resignation, or until the election and qualification of his or her successor. Nothing in these Bylaws shall preclude a director, if reelected, from serving successive terms.

(2) Voting and Associate members must vote in person for the board at the annual meeting or by absentee ballot, the procedure of which to be determined by the board.

(b) The appointment of the second class of the Board of Directors shall be as follows:

(1) The appointed directors shall be annually appointed by the majority vote of the first class of directors at the first Board meeting following their election. This appointment shall be designed and intended to result in the appointment of directors for two year terms, but such that the terms of office of directors are staggered, with two directors' terms lapsing in one year, and two lapsing in the subsequent year. Each director shall hold office until the expiration of her or his term, until his or her earlier resignation, or until the appointment and qualification of his or her successor. Nothing in these Bylaws shall preclude a director, if reappointed, from serving successive terms.

Section 5. Vacancies. A vacancy occurring in the Board shall be filled with to respect to classification of director, pursuant to Section 4 of this Article VIII, as follows:

(a) Any vacancy occurring in the Board for any reason, including an increase in the number of directors, may be filled by appointment of a new director by the affirmative vote of a majority of the then members of the Board to serve pro tempore until the next annual meeting of the Council of Coalition Partners, at which time the vacancy will be filled per classification of the vacancy as defined in Section 4 of this Article VIII to fill out the remainder of the term, or, if the term is expiring, to a new term.

(b) A director who fills a vacancy in accordance with the procedure described in Section 5(a) of this Article VIII shall hold office until the next succeeding annual meeting of the Board, until his or her earlier resignation, or until the election and qualification of his or her successor.

Section 6. Removal.

(a) A director of the Corporation may be removed, regardless of classification, with or without cause, at any meeting of the Council of Coalition Partners duly called at which there is a quorum, by the affirmative vote of sixty percent (60%) of the Coalition Partners present.

(b) A director of the Corporation may be removed, regardless of classification, with or without cause, at any meeting of the Board of Directors duly called at which there is a quorum, by the affirmative vote of sixty percent (60%) of the directors present.

Section 7. Resignation. Any director may resign at any time by giving written notice to all members of the Board. Unless otherwise specified in such written notice, the resignation shall be effective upon delivery.

Section 8. Chairman. The Chairman of the Board (hereinafter referred to as the "Chairman") shall be a member of the first classification of directors, pursuant to Section 4 of this Article VIII and be appointed by a majority vote of the Board. Should the Chairman resign or become unable to act as Chairman due to death or incompetence, the Board may elect any director to serve as Chairman. The term of any Chairman so elected shall be one (1) year in that capacity, but shall not limit her or his tenure as a director. The Chairman, if any, shall preside over all meetings of the Board; in his or her absence, or if no Chairman has been elected, the Board may designate another director to preside.

Section 9. Place of Meetings. The Board may hold meetings, annual, regular, or special, at any location designated by the Board.

Section 10. Annual Meeting. The annual meeting of the Board shall be held once each year on such date as the Board shall select, or at such other time as the Board may designate. The Board of Directors shall be available at the annual meeting of the Council of Coalition Partners held as set out in Article IX below.

Section 11. Regular Meetings. Additional regular meetings of the Board may be held, at such time and place as may be determined by the Board, without further notice.

Section 12. Special Meetings. Special meetings of the Board may be called by any director on reasonable notice to all other directors.

Section 13. Quorum; Adjournments. The presence in person of a majority of the number of directors then in office shall constitute a quorum for the transaction of business at all meetings of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be specifically provided by law, the Articles of Incorporation, or these Bylaws. If a quorum is not present at any meeting of the Board, the director(s) present may adjourn the meeting until a quorum shall be present.

Section 14. Action by Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent to such action is signed by all members of the Board and such written consent is filed with the minutes of the proceedings of the Board.

Section 15. Meetings by Telephone. The Board may participate in a meeting by means of a conference telephone call or by similar communications activity, provided that all directors participating in the meeting can hear one another at the same time. Participation by such means shall constitute presence at such meeting.

ARTICLE IX -COUNCIL OF COALITION PARTNERS

Section 1. General Powers. The Council of Coalition Partners (the "Council") as defined herein represents the Coalition Partners of the Corporation and shall at its annual meeting elect directors needed to succeed directors whose terms on the Board of Directors are expiring. The Council shall, also at the annual meeting, ratify or reject the proposed annual budget of the Corporation for the forthcoming financial year, either in toto or item-by-item, at its sole discretion. The Council will similarly ratify or reject as well any financial reports upon which the proposed annual budget relies or is based. In addition to these powers which shall be exercised at the annual meeting, the Council shall, from time to time, in its discretion exercise the following powers:

(a) The Council may, at its annual meeting, adjust the number of directors as set forth in Article VIII, above.

(b) The Council shall also provide strategic and policy planning and set general goals for the Board to follow and implement, by the passage of resolutions at a meeting as set out herein. The Council may in addition serve in an advisory capacity on specific issues at the Board's request.

(c) The Council is additionally empowered to form committees to formulate proposed policies, strategies and may, at the Board's request, form committees of its own or in conjunction with the staff or other officers or agents to form committees to accomplish designated tasks.

Section 2. Voting. Each Coalition Partner shall have one (1) vote, to be exercised by its representative chosen by itself and serving at its pleasure.

Section 3. Removal. A representative serving on the Council may be removed, with or without cause, at any meeting of the Board, duly called at which there is a quorum, by the affirmative vote of sixty percent (60%) of the directors present. At the conclusion of any meeting at which a representative is removed, the Council shall immediately take all reasonable steps to inform the affected Coalition Partner of such removal. Upon receipt of notice of such removal, the Coalition Partner shall designate a new representative.

Section 4. Chairman. The Chairman of the Board (hereinafter referred to as the "Chairman") elected by the Board shall preside over the annual meeting of the Council, or, if no Chairman has been elected, the Council may designate another director to preside.

Section 5. Place of Meetings. The Council may hold meetings, annual, regular, or special, at a location deemed by the Board, but in any event shall hold at least one (1) meeting per annum.

Section 6. Annual Meeting. The annual meeting of the Council shall be held once each year on such date as the Board shall select.

Section 7. Regular Meetings. Additional regular meetings of the Council may be held, at such time and place as may be determined by the Board, without further notice. Absent a determination by the Council to the contrary, meetings will be held at least once a quarter by telephone, as set out in section 11 of this Article below.

Section 8. Special Meetings. Special meetings of the Council may be called by any Coalition Partner on reasonable notice to all other Coalition Partners.

Section 9. Quorum; Adjournments. The presence in person of a duly elected representative of a majority of the number of Coalition Partners shall constitute a quorum for the transaction of business at all meetings of the Council and the act of a majority of the representatives present at any meeting at which there is a quorum shall be the act of the Council, except as may be specifically provided by law, the Articles of Incorporation, or these Bylaws. If a quorum is not present at any meeting of the Council, the representative(s) present may adjourn the meeting until a quorum shall be present.

Section 10. Action by Consent. Any action required or permitted to be taken at any meeting of the Council may be taken without a meeting if written consent to such action is signed by all members of the Council and such written consent is filed with the minutes of the proceedings of the Council.

Section 11. Meetings by Telephone. Representatives serving on the Council may participate in a meeting by means of a conference telephone call or by similar communications activity, provided that all directors participating in the meeting can hear one another at the same time. .

ARTICLE X -OFFICERS

Section 1. Designations. The officers of the Corporation shall be chosen by the Board and shall be an Executive Director, a Secretary and a Treasurer. The Board may also choose one or more Vice-Presidents, Assistant Secretaries, and/or Assistant Treasurers and other officers and agents as it shall deem necessary and appropriate. Any two (2) or more offices may be held by the same person, provided that no person shall simultaneously hold the offices of Executive Director and Secretary. No person shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Articles of Incorporation, or these Bylaws to be executed, acknowledged or verified by two (2) or more officers.

Section 2. Powers. The officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be determined by the Board.

Section 3. Term of Office; Removal. The Board, at its annual meeting, shall elect the officers of the Corporation. The officers of the Corporation shall hold office for one (1) year terms until the next succeeding annual meeting of the Board, until their earlier resignation, or until the election and qualification of their successors. Any officer may serve consecutive terms. Any officer may be removed by the Board at any time when, in the Board's judgment, the best interests of the Corporation will be served thereby. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term by the Board.

Section 4. The Executive Director. The Executive Director of the Corporation (who may also be identified and known as the "President" of the Corporation) shall be the chief operating officer of the Corporation, and shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. He or she shall see that all resolutions of the Board are carried into effect. The Executive Director shall use his or her own discretion in determining the activities that will further the purposes of the Corporation. The Executive Director's supervision over the affairs of the Corporation shall be subject to the review of the Board, which may, by majority vote, overrule his or her decisions.

Section 5. The Vice President(s). The Vice President(s), if any, shall generally assist the Executive Director and perform such other duties as from time to time may be assigned by the Executive Director or the Board. In the absence of the Executive Director or in the event of his or her disability, the Vice President(s) shall perform the duties and exercise the powers of the Executive Director.

Section 6. The Secretary. The Secretary shall give, or cause to be given, notice of all
meetings of the Board. The Secretary shall keep the minutes of the meetings of the Board. He or she shall send copies of the minutes of all meetings to the Board and shall also see that the books, reports, statements, and all other documents required by law are properly kept and filed. The Secretary shall perform such other duties as may be assigned to him or her from time to time by the Executive Director or the Board.

Section 7. The Treasurer. The Treasurer shall have the custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation, working in close cooperation with the Executive Director and the Board, taking proper vouchers for such disbursements, and shall render to the Executive Director, whenever he or she may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 8. The Chairman. The Chairman shall be an officer of the Corporation and shall have such powers and duties in this capacity as the Board may designate. Should the Corporation not have an Executive Director, The Chairman shall serve in the capacity of Executive Director / President to effect the day to day business of the Corporation.

Section 9. Resignations. Any officer may resign at any time by delivering a written resignation to the Board, Chairman, President or Secretary. Such resignation shall be effective upon delivery or as of the effective date set forth in the resignation.

ARTICLE XI -ADVISORY BOARD

Section 1. Creation. The Board may appoint any number of individuals to a committee to advise the Board with respect to (a) appropriate activities and programs to be conducted to further the purposes of the Corporation, (b) potential recipients of grants from the Corporation, or (c) any other matters (hereinafter referred to as the "Advisory Board"). All members of the Advisory Board shall serve at the pleasure of the Board. Members of the Advisory Board shall have no authority, express or implied, to bind or control the Corporation in any way. Members of the Advisory Board shall receive no compensation for serving, but may be reimbursed for expenses incurred in attending meetings of the Advisory Board or otherwise furthering the goals of the Corporation.

Section 2. Procedure; Meetings. The Advisory Board shall fix its own rules of procedure and shall meet at such times and at such places as may be provided by such rules. The Advisory Board shall keep minutes of its meetings and deliver such minutes to the Board. Joint meetings of the Board and the Advisory Board may occur if the Board so desires.

Section 3. Meetings by Telephone. The members of the Advisory Board may participate in a meeting by means of a conference telephone call or by similar communications activity provided that all members of such Advisory Board participating in the meeting can hear one another at the same time. Participation by such means shall constitute presence at such meeting.

ARTICLE XII -NOTICES

Section 1. Form; Delivery. Whenever, under the provisions of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any director, such notice may be given in writing, by mail, addressed to such director at his or her address as it appears on the records of the Corporation. Such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice may also be given personally, or by telephone, telegram, e-mail, or private overnight mail service.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to said notice and filed with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent to such notice. In addition, any director who attends a meeting of the Board, without protesting such lack of notice at the commencement of the meeting, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE XIII -CORPORATE FINANCES

Section 1. Deposit of Funds. All funds of the Corporation not otherwise employed shall be deposited in such banks or trust companies as the Board may from time to time determine.

Section 2. Checks and Other Documents. All checks, drafts, notes and evidence of indebtedness of the Corporation shall be signed by such officer or officers of the Corporation as the Board from time to time may determine.

ARTICLE XIV -COMPENSATION

A director or officer of the Corporation may receive compensation from the Corporation for services rendered to the Corporation, but such compensation may not exceed the fair market value of the services rendered. A director or officer may be reimbursed for expenses incurred in attending meetings of the Board or otherwise in representing or furthering the goals of the Corporation.

ARTICLE XV -INDEMNIFICATION

The Corporation may provide legal representation to or indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in accordance with the rules provided in the Articles of Incorporation. Such indemnification may be withheld by the Corporation where the transaction is found by the Corporation to have been in violation of these Bylaws, the Articles of Incorporation, would create a conflict of interest for the Corporation or expose the Corporation to criminal liability, is ultra vires, or is otherwise deemed to be not in the best interest of the Corporation. Provision of representation is a decision to be made by the Corporation at the time of the assertion of any claim, while the corporation may decide to provide indemnification at any time up to and inclusive of the entry of judgment.

ARTICLE XVI -DISSOLUTION

In the event of dissolution or final liquidation of the Corporation:

(a) All liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or provisions shall be made therefore; and

(b) All remaining assets, of every nature and description whatsoever, shall be distributed to one or more organizations exempt from federal tax under section 501(c)(3) or section 501(c)(4) of the Code, or the corresponding provisions of any future United States internal revenue law.

ARTICLE XVII -CORPORATE SEAL

The corporate seal of the Corporation shall be circular in form and shall bear the words, THE NATIONAL COALITION FOR SEXUAL FREEDOM. The form of such seal shall be subject to alteration by the Board.

ARTICLE XVIII -FISCAL YEAR

The fiscal year of the Corporation shall be from January 1 to December 31 of each year.

ARTICLE XIX -AMENDMENTS

The Coalition Partners shall have the power to adopt, alter and repeal these Bylaws, and to adopt new Bylaws, by the affirmative vote of two-thirds (2/3rds) of the Coalition Partners, provided that such notice of the proposal to adopt, alter or repeal these Bylaws, or to adopt new Bylaws, was given to all Coalition Partners, identifying the meeting of the Council at which such action will take place. Amendments to the Articles of Incorporation shall be made in like manner.

Dated as of: June 7, 2009

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Why You Should Care

Because your sexual expression...
  • Can result in discrimination, prosecution, and even violence against you
  • Can cause you to lose your children
  • Can cause you to lose your job or your income
  • Can lead you into a maze of antiquated laws and regulations you never even knew existed
  • Is arbitrarily criminalized by state and local authorities
  • Is used by the radical right to marginalize minority groups
  • Can result in the invasion of your privacy by the government, both within your own home or in educational, social and group environments 

How You Can Help

    • Work to change antiquated laws
    • Work to change the social climate about sexual issues
    • Promote acceptance of safe, sane, and consensual alternative sexual practices among consenting adults
    • Oppose censorship of consensual sexual expression
    • Fight for freedom of academic expression about sexual issues
    • Help communities and individuals facing the threat of prosecution or legal action
    • Support the right of adults to express their sexuality, gender identity and orientation freely and openly without fear
    • Learn more about NCSF