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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. |
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| 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. |
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| 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. |
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| 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. |
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| B. |
A Chapter shall maintain regularly elected leadership, the nature of which shall be determined by said Chapter. |
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| 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. |
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| B. |
All members shall be given at least ninety (90) days notice prior to the established date of an Assembly. |
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| 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. |
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| 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. |
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| 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. |
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The Assembly shall elect a Board of Directors as specified in Article II, Section 4 below. |
Section 4: Board of Directors
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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). |
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| 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. |
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| 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. |
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| 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
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