Lutherans Concerned/North America (EIN 36-3209636)
Constitution/By-Laws as Amended by Assembly 2004 & Board of Directors July 2006
Article I: Name and Purpose
Section 1: Name
The name of this corporation shall be Lutherans Concerned / North America.
Section 2: Purpose
| A. | The primary purpose of this corporation shall be charitable, educational and religious: to unite gay, lesbian, bisexual and transgender people and their supporters within the Lutheran churches for affirmation, support and communication; to promote Christian growth and wholeness; to persuade the Lutheran churches to face honestly, aggressively and forthrightly the questions and needs of gay, lesbian, bisexual and transgender people; to cooperate with other religious and secular groups of similar purpose; and to work with the church in proclaiming the Christian gospel of love, joy, justice and reconciliation to all gay, lesbian, bisexual and transgender people everywhere. |
| B. | The general purpose and powers of this corporation are to have and to exercise all rights and powers conferred on non-profit corporations under the law, including the power to contract, rent, buy or sell personal or real property; provided, however, and notwithstanding any other provision of this Constitution, that this association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corporation. |
| C. | This corporation is organized exclusively for non-profit charitable, educational and religious purposes including, for such purposes, the making of distributions to other organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954. This corporation does not contemplate pecuniary gain or profit to the members thereof. |
Article II: Organization
Section 1: Membership
| A. | A person who subscribes to the purposes and goals of this corporation becomes a member upon application to the Board of Directors and upon payment of the first annual dues. Membership will ordinarily involve affiliation with a Chapter. Members not affiliated with a Chapter will be listed as Unchaptered Members. The Board of Directors may make provision for alternative forms of membership. |
| B. | In addition to members as provided for in Article II, Section 1, Subsection A above, the Board of Directors may nominate by consensus, and the Assembly may elect by consensus, suitably qualified individuals as Honorary Lifetime Members of Lutherans Concerned / North America. These individuals shall be people who, in the judgment of the Board of Directors and the Assembly, have made outstanding contributions in time and talents to promoting the purpose of Lutherans Concerned / North America as described in Article I, Section 2 above. Honorary Lifetime Members shall not be required to pay dues to Lutherans Concerned / North America and shall be placed and perpetually retained on the mailing list. |
Section 2: Chapters
A Chapter shall meet the following requirements:
| A. | A Chapter shall be a geographically based group of at least five members who ask for and receive authorization from the Board of Directors to become a Chapter, provided the requirements here designated are met. |
| B. | A Chapter shall maintain regularly elected leadership, the nature of which shall be determined by said Chapter. |
| C. | A Chapter shall maintain a schedule of regular activities for the purpose of pursuing the goals of the corporation as defined in this Constitution. |
If any of the above specified requirements subsequently fail to be met by a Chapter, the Board of Directors has the authority to rescind Chapter status.
Section 3: Assembly
| A. | The highest legislative authority of the corporation shall be the representative Assembly of the membership. The Assembly shall meet every two years, or more frequently upon petition of five (5) Chapters to the Board of Directors or upon a two-thirds (2/3) majority vote of the Board of Directors. |
| B. | All members shall be given at least ninety (90) days notice prior to the established date of an Assembly. |
| C. | The model of operation for an Assembly shall be consensus; however, in the event consensus cannot be attained, a vote of the Assembly shall be taken. Consensus shall be construed as a unanimous vote for the purposes of this Constitution and By-Laws. |
| D. | Each Chapter shall have one Chapter vote with an additional vote for every five (5) members or fraction thereof. No one delegate shall be apportioned more than three (3) votes. |
| E. | Members not affiliated with a Chapter shall caucus at the Assembly to elect their voting delegates by the same proportion as provided in Section 3, Subsection D above, except that they shall not have the designated Chapter vote. |
| F. | The Assembly shall elect a Board of Directors as specified in Article II, Section 4 below. |
Section 4: Board of Directors
| A. | The Board of Directors shall be comprised of no fewer than five (5) members. Included among them shall be the Officers of the organization. The Officers shall consist of two (2) Co-Chairs of different genders, a Vice Chair, a Secretary and a Treasurer. Based on the commitment of LC/NA to inclusivity, the Board of Directors shall, if possible, reflect diversity in the areas of age, gender, race, national origin, physical ability, sexual orientation, gender identity and geographic locale (inclusive of all of North America). |
| B. | The Board of Directors shall be responsible for carrying out the purposes of this corporation expressed in Article I, Section 2 above and for defining and implementing the goals of the corporation. The Board of Directors shall be responsive to the will of the Assembly and shall seek to utilize the talents and gifts of all of the organization's members in order to fulfill its obligations. The Board of Directors shall foster communication among all members of the organization by means of regular publications. |
| C. | Each Board Member, elected for a term of two (2) years, shall hold office until such Member leaves office or until a successor is elected. When a vacancy occurs in the Board of Directors because a Member has died, resigned or been removed from office, because the number of Directors authorized has been increased or because the Assembly fails to elect the full number of Directors authorized, the vacancy may be filled by a simple majority vote of the Directors then in office. |
| D. | The Executive Director and/or the Officers shall be responsible for executing the day to day business of the corporation and shall report their activities to the Board at such intervals as the Board deems appropriate. |
Article III: Non-Profit Nature
Section 1: Property
The property of this corporation is irrevocably dedicated to charitable, educational and religious purposes; and no part of the net earnings, net income or assets of the corporation shall ever inure to the benefit of, or be distributable to, any Director, Member, Officer or Trustee or to the benefit of any other private individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I above. No substantial portion of the activities of the corporation shall involve the dissemination of political propaganda or shall otherwise attempt to influence secular legislation, nor shall the corporation participate in or promote any political campaign on behalf of any candidate for public office.
Section 2: Dissolution
Upon the dissolution of the corporation, its assets remaining after payment, or provision for payment, of all its debts and liabilities shall be distributed to a nonprofit fund, foundation or corporation that is organized and operated exclusively for charitable, educational and/or religious purposes and that has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954. If this corporation holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the Superior Court of Cook County, State of Illinois, upon petition thereto by the Attorney General of Illinois or by a person concerned in the liquidation in a proceeding to which the Attorney General is a party.
Article IV: Amendments
Section 1: Power to Amend
The Assembly may amend the Constitution of the corporation. Amendments by the Assembly shall require the concurrence of a two-thirds (2/3) majority vote of the Assembly to adopt any change in the Constitution. Notice of the proposed amendments shall be distributed to all members at least forty-five (45) days before any proposal shall come before the Assembly for action.
Section 2: Waiver of Notice
The notice required in Article IV, Section 1 above may be waived by the concurrence of a three-fourths (3/4) majority vote of those members present at a duly convened Assembly, as provided for in Article II, Section 3 above.
Section 3: Effective Date
This Constitution shall become effective immediately upon adoption by Assembly '80. Amendments to this Constitution shall become effective immediately upon adoption, unless otherwise specified.
Constitution Adopted: June 20-22, 1980 by Assembly '80 in San Francisco, CA
Amended: July 30, 1982 by Assembly '82 in Houston, TX
July 21, 1984 by Assembly '84 in St. Paul, MN
July 19, 1986 by Assembly '86 in Los Angeles, CA
July 22-23, 1988 by Assembly '88 in Toronto, ON
July 15, 2000 by Assembly 2000 in Columbus, OH
July 20, 2002 by Assembly 2002 in Baltimore, MD
July 23, 2004 by Assembly 2004 in Minneapolis, MN
Article I: Assembly
Section 1: Planning
Each Assembly shall be planned by the preceding Assembly, the Board of Directors, a task force appointed by the Board of Directors, or any combination thereof.
Section 2: Notice of Assembly
Notice of the date, place, time and proposed agenda for the Assembly shall be distributed to all members of the organization at least ninety (90) days before the beginning of the Assembly.
Section 3: Quorum
A quorum for the transaction of business at the Assembly shall be one or more voting members from at least one-third (1/3) of the Chapters.
Section 4: Location of Assembly
No two consecutive meetings of the Assembly shall be held in the same region of the organization. Locations shall be chosen by the group planning the Assembly with the goal of equitable apportionment of travel distances among the membership.
Article II: Board of Directors
Section 1: Duties of the Co-Chairs and Vice Chair
The Co-Chairs shall preside over all meetings of the Board of Directors and Assembly, shall countersign all papers authorized by the Board of Directors or Assembly, and shall have general supervisory powers over the Board of Directors. The Vice Chair shall assist the Co-Chairs by performing duties as requested.
Section 2: Duties of the Secretary
The Secretary of the corporation shall maintain the records, notify the Board of Directors and the membership of any scheduled or special meetings, make a record of each meeting of the Board of Directors and the Assembly and distribute minutes of these meetings, and generally perform all the duties of a secretary.
Section 3: Duties of the Treasurer
| A. |
Books of Account The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times. |
| B. |
Deposit and Disbursement of Money and Valuables The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate, shall disburse the corporation's funds as the board may order, shall render to the executive director, officers and directors, when requested, an account of all transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe. |
| C. |
Bond If required by the board, the treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of his/her office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his/her control on his/her death, resignation, retirement, or removal from office. |
Section 4: Duties of the Board of Directors
| A. | The Board of Directors shall oversee the finances of the corporation by establishing and categorizing the amounts of membership dues, by adopting a budget and by utilizing other appropriate means. |
| B. | The Board of Directors has the authority to delegate specific tasks to appointed members or groups of members. |
| C. | In the absence of an authorized Chapter, the Board of Directors may authorize a "contact person(s)" as a representative of Lutherans Concerned / North America in a particular geographic region. |
| D. | The Board of Directors has the authority to establish procedures for the periodic review of Chapter status and for the certification or decertification of Chapters. |
| E. | The corporation shall indemnify and hold harmless its directors, officers, agents and employees, in the manner and to the full extent provided by Section 1.0875 of the Illinois General Not for Profit Corporation Act, for all claims, actions, causes of action or any other matter for which such indemnification is permitted by the Illinois General Not for Profit Corporation Act. This indemnification shall include the duty to defend any such person for claims arising out of such conduct to the extent permitted by law. The corporation may, in the discretion of the Board of Directors, obtain insurance commonly known as directors' and officers' liability insurance and company reimbursement insurance with such coverage as the Directors, in their discretion, shall deem appropriate. |
Section 5: Election of the Board of Directors
| A. | The Board of Directors shall be no larger than fifteen (15) members and shall be elected at each meeting of the Assembly. |
| B. | Nominees for the Board of Directors shall be presented to the Assembly as an entire slate(s) and shall be elected by the Assembly by a simple majority vote. |
| C. | At least two (2) months prior to each Assembly, a Nominating Committee shall be appointed by the Board of Directors to search for a slate(s) of members of the organization who will agree to have their names submitted to serve on the Board of Directors. The Nominating Committee shall consist of three (3) members of the Board of Directors and two (2) members of the organization who are not serving on the Board of Directors. This does not preclude other slates of candidates for positions on the Board of Directors from being formed independently and presenting themselves at the time the Nominating Committee submits its report to the Assembly. All nominees must give prior approval to being nominated for any position on each specific slate of candidates. |
Section 6: Meetings of the Board of Directors
Meetings of the Board of Directors may be called by any four (4) Board Members, at least one (1) of whom shall be an Officer of the organization.
Section 7: Quorum for Meetings of the Board of Directors
A quorum of the Board of Directors shall consist of a minimum of two-thirds (2/3) of the Board Members.
Section 8: Action by the Board of Directors
| A. | On matters before the Board, attempt shall be made to attain consensus on any action to be taken. In the event consensus cannot be attained, concurrence of a two-thirds (2/3) majority of the quorum of Board Members present at that meeting shall be required to take action. In the event the original quorum is no longer present, concurrence of a two-thirds (2/3) majority of the original quorum shall be required to take action. The parliamentary authority for this corporation shall be the most recent edition of Robert's Rules of Order, Newly Revised. |
| B. | Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if a three-fourths (3/4) majority of the Board consents in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. |
Section 9: Removal of a Board Member
The Board of Directors may declare vacant the position of any elected or appointed Board Member who is unable to perform the duties of the office or who is determined to be guilty of malfeasance or gross neglect of duty. A three-fourths (3/4) majority vote of the entire Board of Directors shall be required for such action to be taken. The Board Member shall be notified of any proposed removal at least thirty (30) days before such action is taken and shall have the right to speak and to submit a written statement to the Board of Directors.
Article III: Membership and Mailing Lists
The membership and mailing lists of this organization shall be strictly confidential. Access to such information is restricted to Officers of the organization and to others designated by the Officers who are deemed to be attempting to further the purposes and goals of the organization. Specifically, such access might be deemed appropriate and subsequently granted to employees or members for purposes of Chapter, regional or international communications, organizing or development.
Article IV: Amendments
Section 1: Amendments by the Board of Directors
The Board of Directors may amend the By-Laws of this corporation. Amendments by the Board shall require the concurrence of a two-thirds (2/3) majority vote of the Board Members to adopt any change in the By-Laws, and notice of the proposed amendments shall be distributed to all Board Members at least thirty (30) days before any proposal shall come before the Board for action.
Section 2: Amendments by the Membership
The membership of the corporation may amend the By-Laws by a two-thirds (2/3) majority vote of the Assembly.
Section 3: Effective Date
Amendments to these By-Laws shall become effective immediately upon adoption, unless otherwise specified.
By-Laws Adopted: July 30, 1982 by Assembly '82 in Houston, TX
Amended: July 21, 1984 by Assembly '84 in St. Paul, MN
October 4, 1986 by the Board of Directors in Chicago, IL
July 21, 1988 by the Board of Directors in Toronto, ON
July 15, 2000 by Assembly 2000 in Columbus, OH
July 20, 2002 by Assembly 2002 in Baltimore, MD
December 1, 2002 by the Board of Directors via email
July 23, 2004 by Assembly 2004 in Minneapolis, MN
September 10, 2004 by the Board of Directors in St. Croix, WI
April 1, 2005 by the Board of Directors, El Paso, TX
July 22, 2006, by the Board of Directors via email
Certification of Conformed Copy
Under penalties of perjury, I certify that to the best of my knowledge and belief this document is a conformed copy of the current Constitution and By-Laws of Lutherans Concerned / North America as most recently amended.
Brett E. Bowman, Operations Manager 2/15/2008
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