GERTRUDE STEIN POLITICAL CLUB OF GREATER PITTSBURGHtop

BY-LAWS

I. NAME AND PURPOSE.

1.	The name of this organization shall be the Gertrude Stein Political Club of Greater Pittsburgh (the "Club").
2.	The primary purpose of the Club shall be political action in support of the rights of lesbians, gay men, bisexuals, and transgendered people.

 II. MEMBERSHIP.

1.	A person shall become a member of the Club upon payment of annual dues, as set by the membership.
2.	Persons joining for the first time shall not be eligible to vote in elections, for endorsements, by-laws amendments, or on public positions to be taken by the organization for 30 days after joining, except by unanimous consent of others present and voting. If the number of persons joining during any 30-day period exceeds 50% of the number of members voting in the previous year's endorsement vote, these new members shall not be eligible to vote in elections (as defined above) for 60 days after joining, except by unanimous consent of others present and voting.
3.	The membership shall be the governing body of the organization, with powers including election of officers and Board members, filling of vacancies in those positions, setting of policy and making of political endorsements.

III. OFFICERS.

1.	The officers of the organization shall be Chair, Corresponding Secretary, Recording Secretary, and Treasurer.
2.	The Chair shall preside over meetings of the membership, the Executive Board, and the Executive Committee and shall exercise general supervision as needed over the activities of the organization.
3.	The Corresponding Secretary shall be responsible for all correspondence of the organization.
4.	The Recording Secretary shall take minutes of all meetings of the membership, Executive Board, and Executive Committee and shall write up all minutes in such fashion as to be usable by the organization and retain all such minutes.
5.	The Treasurer shall be responsible for the receipt and disbursement of all funds and the maintenance of any bank account held by the organization and shall produce any financial report that may be required by the organization or may be otherwise necessary.
6.	The Chair and the Corresponding Secretary shall be responsible for timely notice of membership meetings.
7.	The officers shall serve for a term of one year. The chair shall serve no more than three consecutive years.
8.	The officers shall be elected at an annual membership election meeting called in November for that purpose and shall take office on January 1st. The term of officers elected in 1999 will continue to the end of the year 2000.
9.	The Chair or the Executive Board shall have the power to appoint Standing and Special committees and shall have the power to appoint the chairs of the committees.
10.	The officers shall constitute the Executive Committee, which shall have the authority to take necessary interim action and implement the decisions of the Executive Board and the membership.

 IV. EXECUTIVE BOARD.

1.	The Executive Board shall consist of the officers, committee chairs, [amended 09/18/99] and up to five Board members elected at the annual election meeting by the membership.
2.	Persons so elected shall serve a term of one year. The chair shall serve no more than three consecutive years.
3.	The Executive Board shall have the power to act for the organization between membership meetings, subject to the final authority of the membership.
4.	The Executive Board shall have the responsibility to call membership meetings including meetings for endorsements and the annual election meeting.
5.	The Board shall meet on call of the Chairperson or any three Board members.

 V. MEETINGS.

1.	Membership meetings may be called by the Chairperson, the Executive Board or by 20 % of the membership.
2.	For all meetings, a quorum consists of those present.
3.	Members shall receive timely notice of all meetings.
4.	Members shall have at least seven days’ notice of any meetings to consider endorsements and at least fourteen days notice of any meetings to consider amendments to the by-laws.

 VI. PROTECTION OF OFFICERS AND DIRECTORS.

1.	An officer or director of the organization shall, to the maximum extent permitted by the laws of the Commonwealth, have no personal liability for monetary damages for any action taken, or any failure to take any action, in the course of that person’s duties, unless that person has violated state or federal law or breached or failed to perform that person’s duties under the Directors’ Liability Act and its successors and such breach or failure constitutes self-dealing, willful misconduct or reckless.
2.	The organization shall indemnify and hold harmless, to the extent fiscally possible and permitted by the laws of the Commonwealth of Pennsylvania any person who was or is a part of or is threatened to be made a party to any legal action by reason of that person's actions as an officer or director of the organization or on behalf of the organization against all expenses actually and reasonably incurred in connection with that legal action.
3.	The organization may pay such costs as reasonably necessary in advance of final disposition of such legal action and may maintain insurance on behalf of officers, director, and others who may be acting on behalf of the organization.

 VII. PROCEDURE.

1.	By-laws amendments shall require a two-thirds majority of those present and voting at a membership meeting.
2.	Contested elections shall be conducted by secret ballot.
3.	The current edition of Robert’s Rules of Order shall govern the Club in any matter not covered by these by-laws.