Huntington Pride Bylaws

Ratified 03/16/2026

Huntington Pride Bylaws

Ratified 01/27/2025

ARTICLE 1: NAME

The name of the organization shall be “Huntington Pride, Inc.” as originally incorporated under the by-laws ratified on February 29, 2019. The organization has registered the name “Huntington Pride” and shall be referred to herein as “Huntington Pride.”

ARTICLE 2: PURPOSE

The Purpose of Huntington Pride shall be to encourage, promote fellowship and community within, and provide advocacy and representation on behalf of the LGBTQIA+ community of the Greater Huntington, West Virginia area.

ARTICLE 3: BOARD OF DIRECTORS

(a) Any individual who has, at the discretion of the Board of Directors, shown a dedication to the LGBTQ+ community of Huntington, WV may be considered for nomination to the Board of Directors (hereinafter called ‘the Board’).

(i) Examples of dedication may include, but are not limited to: volunteer work with Huntington Pride and/or other community organizations; fundraising for causes that benefit Huntington Pride and/or the LGBTQIA+ community; and advocacy and/or activism on behalf of the LGBTQIA+ community.

(b) The number of Board members shall be not less than 5 nor more than 15.

(c) Nominations to the Board shall be made with a focus on diversity and the intent to encourage maximum Community representation. Any Board member may, at a Board meeting, nominate an individual who has fulfilled the eligibility requirements outlined in subsection (a). The nominating Board member will be given time to explain the benefit they believe this nominee would provide to the organization, after which a nominee interview with the Board shall be scheduled within thirty (30) calendar days of the nomination. After the interview, nominees shall be dismissed, and the Board shall discuss the nomination. A vote to confirm or reject the nomination shall take place within seven (7) days following the interview, at which point the nominee shall be notified of the decision in writing through physical or electronic means.

(d) Vacancies due to resignation, termination, or death shall be filled according to the process outlined in Subsection (c).

(e)  No Board member shall have a personal, financial, or political (local, state, or federal) agenda in any organization or activity that conflicts with the mission and purpose of Huntington Pride.

ARTICLE 4: OFFICERS

(a) Board members shall decide by majority vote who, from their number, shall be designated as President, Vice President, Treasurer, and Secretary for legal and operational purposes. Responsibilities of each officer position may include the following, respectively:

(i) President: The President shall be the public face of the organization. They shall engage with third parties, including media and government organizations, and lead both executive and public meetings. Day-to-day they shall be responsible for facilitating the functions of the Board through progress checks with Board members and committees, and directing the organization as a whole to achieve its goals. The President shall be the primary individual listed on official documents representing Pride, except in extenuating circumstances approved by the Board. 

(ii) Vice President: The Vice President shall serve as a proxy for the President in all their responsibilities, filling in when the President is not available. The Vice President will also serve as a leader on the Board and officer for the organization.

(iii) Treasurer: The Treasurer shall serve as the dedicated financial overseer of the Organization. They will be responsible for all necessary financial reports, analyses, and transactions, including the filing of annual taxes. The Treasurer will be one of the officers listed on the bank account, and other official documents as necessary. 

(iv) Secretary: The Secretary shall be responsible for all administrative maintenance for the organization. This includes, but is not limited to, responsibility for communications platforms (email, website, social media, P.O. box), maintenance of archival and documentation systems, and the recording/publishing of meeting minutes. 

(b) A designation of additional officer titles may be assigned by a simple majority vote of the Board.

(c) No officer position shall be left vacant for more than thirty (30) calendar days. A simple majority vote of the Board may extend this deadline by another thirty (30) days, no more than twice for any individual vacancy.

(d) Officer positions shall be reviewed annually during the December executive meeting, or the next available time to be scheduled by the Board.

ARTICLE 5: COMMITTEE AND COMMITTEE HEADS

(a) The Board may establish committees to secure the goals of the organization. Each committee must be overseen by a Board member, who may, at their discretion, consult and invite to join said committee any individual from the community they deem appropriate. 

(b) The Board may abolish committees or remove individual members of a committee at their discretion.

(c) Any previous Board Member may, at the discretion of the Board, be added to the ‘Emeritus Committee’. Said committee shall be constituted to advise the current Board and assist in fundraising/event planning as they so choose. The Vice President shall oversee the committee in consultation with a chair, chosen by a majority vote of committee members.

ARTICLE 6: MEETING

(a)  There shall be one executive meeting and one public meeting per month, occurring on the same day each month or as near to there as possible. 

(b) Media may not ask questions during the meeting and must wait until after the meeting has been adjourned.

(c) The Board shall meet as needed in addition to the monthly scheduled meeting.

(d)  No Board member or meeting attendee shall solicit funds for an organization other than Huntington Pride during any Board meeting.

(e) Any individual may be removed from a meeting at the discretion of the Board.

(f) Meetings shall be run according to a written agenda set by the presiding officer.

(g) All Board members shall have an equal vote in all decisions, except for the President, as outlined in Article 7(h).

(h) The President shall oversee all meetings and abstain from all votes therein, unless a tiebreaker vote is required. If the President is not in attendance, the next available officer shall assume this responsibility in the following order: Vice President, Treasurer, Secretary.

(i) A quorum shall be required for all meetings wherein a vote takes place, and shall be defined as a simple majority of the Board of Directors, including no less than one officer. Meetings may take place without a quorum, but no votes may be taken therein.

(j) Directors will make every reasonable effort to attend all Executive and Public meetings, attending no less than 50% of those scheduled as a bare minimum. A sustained pattern of absence and/or general lack of engagement with the organization may be grounds for disciplinary action at the discretion of the Board.

(k) All votes must be fully and faithfully documented within the meeting’s minutes. Each vote must be motioned by a Director and seconded by another. Each Director present (with the exception of the President as stated in Article 7(g)) shall register a vote in favor, against or abstaining from the motion.

(l) Meeting minutes shall be fully and faithfully recorded by the Secretary or, should they not be present, a Director designated by a majority of the present Directors. Minutes shall include all topics discussed, notes and quotations as practical, and detail in full all motions and votes. Minutes shall be made available to all Directors no more than fourteen (14) days following the relevant meeting, and shall be archived in digital form accessible to all Directors.

(m) The latest edition of Robert’s Rules of Order shall be used to resolve any issues of parliamentary procedure.

(n) Electronic meetings shall be permitted at the discretion of the Board and defined as any meeting in which one or more members participates from a remote location using electronic communications technology.

ARTICLE 7: CODE OF CONDUCT

(a) All information such as volunteer lists, mailing lists, corporate contributors, etc. shall remain the property of Huntington Pride and shall be kept secure and private. Said information shall not be shared or lent out.

(b) Romantic relationships between Board Members and/or senior staff must be disclosed, in writing, at the first available opportunity. The disclosure shall be documented in the minutes at the next Board meeting. Individuals entrusted with the responsibility of serving the community through Huntington Pride have a duty to act in the best interest of the organization, making informed, objective decisions according to the relevant governing documents and laws, regardless of personal interests. 

(i) Board Members engaged in a romantic relationship may not serve simultaneously as officers or on the same committee.

(ii) Board Members engaged in a romantic relationship will voluntarily recuse themselves from votes concerning the performance, compensation, or discipline of their romantic partner. 

(iii) For the purposes of disclosure, “romantic relationships” shall be defined as broadly as practical and determinations shall be made at the discretion of the Board.

(c)  Any Board member identifying themselves as a representative of Huntington Pride while soliciting funds for another organization, civil or government, and/or causing a conflict of interest, or any loss of a donation or funding due to this misrepresentation, may be removed by a majority vote of the Board.

(d) Likewise, any Board member or official representative portraying Huntington Pride in a negative light in a public forum or acting in contradiction to the Mission and Purpose as defined by Article 2 may be removed by a simple majority vote of the Board.

(e) Any Director may, at any time, lodge a complaint against another Director for 1) failing to perform agreed responsibilities and/or 2) actions that negatively impact the mission of Huntington Pride.

(i) At the next scheduled executive meeting, the lodging Director and the accused Director will be given an equal amount of time to address the lodged complaint.

(ii) A written warning may be issued upon a simple majority vote of the Board.

(iii) If, at a later date, a Director submits a second complaint, which is further sponsored by another Director, on the original issue of complaint and/or that a written warning has been ignored, the Board may remove the accused Director by a separate simple majority vote. Separately, multiple complaints raised against a single Director may serve as grounds for removal under a separate simple majority vote, at the discretion of the full Board.

(f) At any time, a two-thirds vote of the Board shall be sufficient to remove any individual Director for cause as specified in Article 7(c).

(g) An any time, a unanimous vote (not including the Director in question) shall be sufficient to remove a Director with or without cause.

(h) No member of the Board, even in their personal capacity, may take a titled and/or paid position in any political campaign.

ARTICLE 8: CHARITABLE & EDUCATIONAL PURPOSE

Huntington Pride is organized exclusively for charitable and educational purposes. Huntington Pride may, for such purposes, make distributions to organizations under section 501 (c)(3) of the Internal Revenue Code or corresponding section. No amount of Huntington Pride’s net earnings shall inure to the benefit of, or be distributed to, its members, Board, or other private person, except that Huntington Pride shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions for the purposes set forth above. Huntington Pride shall not be engaged in carrying on of propaganda, or otherwise attempting to influence legislation, except that Huntington Pride shall be authorized to make efforts to prevent discrimination or to improve upon other human rights which would be consistent with the purposes of the organization. Neither Huntington Pride nor any of its representatives acting on behalf of it or in any other way representing Huntington Pride may take part in or intervene in any political campaign or on behalf of any candidate for public office. This limitation shall include the publishing, broadcasting, able casting or distribution of statements for such purpose. Huntington Pride shall not conduct any other activities not permitted by a corporation exempt from federal income tax under 501 (c)(3) of the Internal Revenue Code or by a corporation whose contributions are deductible under section 170 (c)(2) of the Internal Revenue Code or corresponding section.

ARTICLE 9: DISSOLUTION

In the event of the dissolution of Huntington Pride, assets shall be distributed for purposes allowed within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section, or shall be distributed to the federal government or to a state or local government, for a public purpose.

ARTICLE 10: AMENDMENTS

(a) The bylaws herein may be amended in whole or in part by a two-thirds vote of the Board members on the specific text of any such amendment.

(b) A review of the bylaws shall occur annually at an Executive meeting in January or the next available time to be scheduled by the Board.