Bylaws

BYLAWS OF THE
EQUAL RIGHTS AMENDMENT NORTH CAROLINA ALLIANCE

 

As amended on November 16, 2024

ARTICLE I – NAME AND GOVERNANCE.

Section 1 NAME. The name of the organization shall be the Equal Rights Amendment North  Carolina Alliance (ERA-NC Alliance), hereinafter known as “the Alliance”.

Section 2 GOVERNANCE. The Alliance will operate on a non-partisan basis under the  governance mechanisms described in these bylaws, in compliance with the  requirements of federal, state, and local law. The Alliance will operate as a separately governed organization in direct collaboration with the national ERA Coalition.

ARTICLE II – PURPOSE AND OBJECTIVES.

Section 1 PURPOSE. The purpose of the Alliance is to achieve ratification of the Equal Rights  Amendment (ERA) to the United States Constitution in order to guarantee that  equality of rights under the law shall not be denied or abridged by the United States  or by any state on account of sex.

Section 2 OBJECTIVES. The objectives of the Alliance are:

1. 1. To build a broad collaborative initiative with the participation of diverse  organizations and individuals in the state of North Carolina committed to equal  rights under the law and the ratification of the Equal Rights Amendment.
   2. To educate the public, the media, and political representatives about the historical  importance of and the continuing need for the Equal Rights Amendment.
   3. To organize support for the Equal Rights Amendment both within the state of  North Carolina and in collaboration with other ERA supporters at state and  national levels.
   4. To operate as a non-partisan alliance, recognizing that the principle of legal  equality without regard to sex is supported not solely by members of only one  political party, and a constitutional amendment will not advance politically  without a super-majority of legislators from both major parties.
   5. To validate both the traditional and the three-state strategies for ERA ratification  as legally and politically desirable, and not at present mutually exclusive.  Credible and politically astute advocacy for either of the ERA ratification  strategies can benefit both strategies, and actions taken in collaboration with the Alliance should not intend or produce a detrimental effect on either.

ARTICLE III – NAME AND LOGO USE.

Section 1 POLICY ON LOGO USE. No member or member entity shall use the Alliance name  or logo in a manner that violates the purpose and objectives of the Alliance.

Section 2 PROPERTY RIGHTS. The ERA-NC Alliance name and logo are the property of the  Alliance with an approved usage of the equality icon by the national ERA Coalition.

Section 3 APPROVED USE. The Alliance name and logo shall be used only by members and  member entities for initiatives that include but are not limited to programs,  promotional endeavors, and fundraising. Use of the Alliance name and logo requires  documented approval for each separate initiative by the Alliance Executive Council,  and each member and member entity is responsible for ensuring the Alliance name  and logo are used only as approved.

Section 4 COMPLIANCE. Failure to comply with this article is grounds for the Alliance to  revoke the rights of the member and/or member entity to use the Alliance name and  logo. Additionally, Alliance membership and/or other association may be revoked by  a majority vote of the Alliance Board of Directors.

ARTICLE IV – MEMBERSHIP.

Section 1 CATEGORIES OF MEMBERSHIP. There shall be three categories of membership:  Lead Organization, Member Organization, and Individual Member. These categories  constitute the Full Membership Body.

Section 2 LEAD ORGANIZATION. A Lead Organization is an organized North Carolina  group which pledges support for the Alliance’s purpose and objectives and endorses  the ERA and/or recognizes it as a legislative priority. Members of Lead Organizations may serve on Alliance committees and be nominated to serve as Directors if eligible.  A Lead Organization may designate one (1) North Carolina resident to represent it at  Full Membership Body meetings as provided in Article V.

Section 3 MEMBER ORGANIZATION. A Member Organization is an organized North  Carolina group which pledges support for the Alliance’s purpose and objectives.  Member Organizations are non-voting, non-dues paying affiliates whose members  may elect to join the Alliance as Individual Members. Note: Although Member  Organizations may typically be a chapter or branch of a Lead Organization, an  organization applying to be a Member Organization does not have to be affiliated  with a Lead Organization. Members of Member Organizations may serve on Alliance committees and be nominated to serve as Directors if eligible.

Section 4 INDIVIDUAL MEMBER. An Individual Member must be a resident of North  Carolina who pledges support for the Alliance’s purpose and objectives. Individual  Members may serve on Alliance committees, be nominated to serve as Directors if  eligible, and vote at Full Membership Body meetings as provided in Article V.  Military affiliated individuals and college students residing in North Carolina are  permitted as members.

Section 5 GOOD STANDING. An Individual Member or Lead Organization in good standing  is one who meets all membership eligibility requirements and is duly registered by  the Alliance. Lead Organizations must be based in North Carolina. Lead Organizations must pay annual dues to the Alliance according to Article X. Individual Members must reside in North Carolina and pay annual dues to the Alliance  according to Article X. Additionally, Individual Members must be at least 18 years of age to serve on the Board as either a Director or an Officer.

Section 6 REMOVAL. Organizations or Individual Members may be removed from  membership in the Alliance for failure to adhere to membership requirements. The  Membership Committee will consider any such violations and bring a recommendation to the Board of Directors. An Individual Member may be removed  for cause at a meeting of the Board of Directors. A member/organization whose  removal is to be considered shall receive written notice of such proposed action at  least fourteen (14) days before such a meeting and shall have the opportunity to  address the Board of Directors regarding such action prior to any vote on such  removal. Any action by the Board to remove a member or organization is considered  final. Removed members or organizations will be notified in writing by a Co President of the Alliance within thirty days (30) of the Board action. Paid dues will  not be reimbursed.

ARTICLE V – BOARD OF DIRECTORS.

Section 1 POWERS. The Board of Directors shall have all powers and authority to manage the  business, property, and affairs of the Alliance; and to perform such lawful actions and duties as it deems proper and appropriate to promote the purposes and objectives of  the Alliance. The Board of Directors may delegate, as necessary from time to time,  responsibility for such affairs, business, and property to the Executive Council  (described in Article VI). The Executive Council shall have like powers and have  license to exercise them between Board meetings.

Section 2 ELIGIBILITY. Any member or organizational representative who meets the good  standing requirements in Article IV, Section 5.

Section 3 ELECTION OF BOARD OF DIRECTORS.

1. 1. An Individual Member is afforded one vote at Full Membership Body meetings.
   2. Each Lead Organization may designate one (1) representative which is afforded  one vote at Full Membership Body meetings.
   3. No Individual Members or Lead Organizations shall have more than one (1) vote  and no voting by proxy shall be allowed.
   4. The Full Membership Body of the Alliance is composed of 1) designated  representatives of Lead Organizations, and 2) Individual Members. A quorum of  the Full Membership Body is ten (10) percent of the total of Individual Members and Lead Organization designated representatives in good standing as of the date  of the annual meeting.

Section 4 TERMS OF SERVICE. The terms of the Directors shall be for two years, with three  (3) of the Directors to be elected in even years and four (4) of the Directors to be  elected in odd years by the Full Membership Body. No Director shall serve more than two full consecutive terms. Two (2) full consecutive terms is four (4) complete years.  A partial term does not count toward a full term. A Director who has left the Board  because of a term limit may be reelected or reappointed to the Board after a period of  one year. Directors may serve a third consecutive two-year term upon a special vote  by the Full Membership Body at an annual meeting.

Section 5 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of  Directors with the attendance of the Full Membership Body shall be held upon  electronic notice transmitted thirty (30) days prior to the annual meeting. Notice shall  specify the time, place, and purposes of the meeting, including electing Directors and  Officers, and conducting other business as may come before it. All meetings may be  conducted through technology-assisted communications. The Board of Directors may  provide for additional regular or special meetings of the Full Membership Body upon  14 days’ electronic notice specifying time, place, and purposes of the meeting. A  regular or special meeting of the Full Membership Body shall be scheduled by the  Board of Directors upon receipt of a request in writing to the Co-Presidents by three fifths (60%) of the Individual Members, with the purposes of the meeting included in  the communication.

Section 6 MEETINGS. The Board of Directors shall meet quarterly and as needed. Meetings  will be called by the Co-Presidents. No Director shall have more than one (1) vote  and no voting by proxy shall be allowed.

Section 7 MEETING OTHER THAN IN PERSON. The Board of Directors or a committee of  the Board of Directors may participate in a meeting of the Board of Directors or such  committee by means of a telephone conference call or any other means of  communication by which all persons participating in the meeting are able to  communicate adequately. At the written request of a Co-President, a vote of the  Board of Directors may be taken by mail or email, which shall have the force and  effect of a vote taken at a meeting. The Secretary’s records shall contain an accurate  record of all such votes.

Section 8 BOARD OF DIRECTORS QUORUM. A majority of the Directors, which includes  Officers, shall constitute a quorum of the Board of Directors for the transaction of  business. The action of the majority of the Directors in attendance at any meeting at  which a quorum is present at the time of a vote shall be the action of the Board of  Directors.

Section 9 RESIGNATION OR REMOVAL. A Director may resign by submitting a resignation  in writing to the Board of Directors. A Director may be removed for cause at a  meeting of the Board of Directors by the affirmative vote of at least two-thirds of the  full Board of Directors. A Director whose removal is to be considered shall receive written notice of such proposed action at least fourteen (14) days before such a  meeting and shall have the opportunity to address the Board of Directors regarding  such action prior to any vote on such removal.

Section 10 VACANCIES. Vacancies on the Board of Directors shall be filled by majority vote of the current Directors within sixty (60) days of the existence of the vacancy, or as soon as practical thereafter. Any Director thus appointed shall serve for the remainder of  the vacated term. The Board Development Committee shall bring nominations to the  board to fill unexpired board vacancies (See Article VII. Section 1.1).

Section 11 COMPENSATION. Directors shall not receive any fee, salary, or remuneration of  any kind for their services in such capacity, provided however that Directors may be  reimbursed for reasonable expenses incurred with the approval of the Board of  Directors upon presentation of vouchers.

ARTICLE VI – EXECUTIVE COUNCIL (OFFICERS).

Section 1 The Executive Council of the Board of Directors is composed of eight (8) Officers:  two Co-Presidents; Vice-President, Fundraising; Vice-President, Public Relations;  Vice-President, Membership; Vice-President, Legislation; Secretary; and Treasurer.  The Officers are subject to the parameters for membership on the Board of Directors  as described in Article V. The Board Development Chair serves on the Executive  Council with no vote.

Section 2 TERM OF SERVICE.

1. 1. Officers shall be elected by the Full Membership Body at an annual meeting with  the exception of the Board Development Chair who is appointed by the Co Presidents (See Article VII, Board Development Committee).
   2. Officers shall serve no more than two consecutive two-year terms. Officers may  serve a third consecutive two-year term upon a special vote by the Full Membership Body at an annual meeting.

Section 3 MEETINGS. The Executive Council of the Board of Directors shall meet quarterly  and as needed. Meetings will be called by the Co-Presidents. No Officer shall have  more than one (1) vote and no voting by proxy shall be allowed.

Section 4 MEETING OTHER THAN IN PERSON. The members of the Executive Council  may participate in a meeting of the Council by means of a telephone conference call  or any other means of communication by which all persons participating in the  meeting are able to communicate adequately. At the written request of a Co President, a vote of the Executive Council may be taken by mail or email, which shall have the force and effect of a vote taken at a meeting. The Secretary’s records shall  contain an accurate record of all such votes.

Section 5 EXECUTIVE COUNCIL QUORUM. To constitute a quorum for the exercise of  specific powers of the Executive Council there must be a majority of members of the  Executive Council present.

Section 6 DUTIES. The duties and authority of the Officers as defined in this section may be  altered from time to time by the Board of Directors, with notification of any  substantial alterations to be presented to the Full Membership Body at the next annual meeting. The Executive Council shall have the power and authority to manage the  affairs of the Alliance between Board meetings. Subject to any such Board  determinations, the Officers shall have the following duties and authority:

1. 1. The Co-Presidents shall be the chief officers of the Alliance and shall jointly have general charge and supervision over and responsibility for the affairs of the  Alliance. Each Co-President will act in the absence of the other or with written  notification by the other that she/he is unable to carry out her/his duties.
   2. The Co-Presidents shall perform all the duties required and may interchangeably  preside over all meetings, sign all official documents, and execute all other duties  that usually devolve upon a president.
   3. The Co-Presidents shall appoint a Parliamentarian with the approval of the Board  of Directors.
   4. The Co-Presidents shall appoint a Board Development Chair with the approval of  the Board of Directors. This Chair must be a current Director. The Co-Presidents  of the Alliance, with the advice and consent of the Board of Directors, shall  appoint a Board Development Committee of three or more members, which may  include members who are not Directors. The Chair shall serve on the Executive  Council with no vote.
   5. The Co-Presidents may appoint an advisor to serve without vote on the Board of  Directors with the approval of the Board of Directors.
   6. The Vice-President, Fundraising shall preside at all meetings in the absence of  the Co-Presidents or at their request. The Vice President, Fundraising shall serve  as chair of the Fundraising Committee. The Vice-President, Fundraising shall  succeed to the office of Co-President in the event of a vacancy in that office  during the two-year term of office.
   7. The Vice-President, Public Relations shall preside at all meetings in the absence  of the Co-Presidents and Vice-President, Fundraising. The Vice-President, Public  Relations shall serve as Chair of the Public Relations Committee. The Vice President, Public Relations shall succeed to the office of Co-President in the event of vacancies in the offices of Co-Presidents and Vice-President, Fundraising.
   8. The Vice-President, Membership shall preside at all meetings in the absence of  the Co-Presidents and Vice-President, Fundraising and Vice President, Public  Relations. The Vice-President, Membership shall serve as Chair of the Membership Committee. The Vice-President, Membership shall succeed to the  office of Co-President in the event of vacancies in the offices of Co-Presidents  and of the Vice-President, Fundraising and Vice-President, Public Relations.

1. 9. The Vice-President, Legislation shall preside at all meetings in the absence of the  Co-Presidents and other Vice-Presidents. The Vice-President, Legislation shall  serve as Chair of the Legislative Committee. The Vice-President, Legislation shall succeed to the office of Co-President in the event of vacancies in the offices of  Co-Presidents and the other Vice-Presidents.
   10. The Secretary shall keep all minutes of the meetings of the Alliance. The  Secretary shall perform such other duties and possess such powers as are  incidental to the office or as shall be assigned by the Co-Presidents or the Board  of Directors.
   11. The Treasurer shall accurately keep all financial records, maintain all banking  accounts, make deposits, issue properly authorized payments, and make regular  written and oral reports on money received and expended to the Board of  Directors or Executive Council as directed. The Treasurer shall make all records  available for audit and shall turn over all records to the succeeding Treasurer  within thirty (30) business days of the end of the term of office.
   12. Board Development Chair shall facilitate the Board Development Committee’s  work to nominate, train, and support a strong board of directors. (See Section  VII).
   13. All Officers leaving an office shall turn over to her/his successor all records  relating to the office being vacated within thirty (30) business days of leaving the  office.

ARTICLE VII – COMMITTEES OF THE BOARD OF DIRECTORS.

Section 1 STANDING COMMITTEES. These Standing Committees shall be:

1. 1. BOARD DEVELOPMENT COMMITTEE. The Board Development Committee  shall provide orientation materials to all new board members, identify any specific skills or experiences needed for the Board, recruit and identify potential members  for any vacancies. This Board Development Committee shall also perform the  functions of a Nominating Committee. The Board Development Committee shall  present to the Full Membership Body at least thirty (30) days before an annual  meeting a slate of nominated Officers and a slate of nominated Directors to fill  any expiring terms.
   2. FUNDRAISING COMMITTEE. The Fundraising Committee shall plan and  implement fund-raising projects to help meet the financial goals of the Alliance.
   3. PUBLIC RELATIONS COMMITTEE. The Public Relations Committee shall  coordinate with other committee chairs and Officers in publicizing appropriate  information relating to programs, projects, activities, and public business of the  Alliance. The Public Relations Committee will also maintain the Alliance website and social media accounts.

1. 4. MEMBERSHIP COMMITTEE. The Membership Committee shall duly  credential and register membership forms, make recommendations to the Board to 1) accept newly applying members and 2) remove members violating terms of  membership. This Committee will also maintain all membership lists and records.
   5. LEGISLATIVE COMMITTEE. The Legislative Committee shall keep members  informed on policy issues and legislation pending on national, state, and local  levels pertinent to the ERA ratification efforts. This Committee shall also oversee  the State Action Network in their state action mobilization efforts.
   6. Other standing or ad hoc committees may be established as needed by a majority  vote of the Board of Directors.
   7. The Board of Directors shall appoint chairs of standing or ad hoc committees by a majority vote unless otherwise specified by the bylaws. The appointed chair of  each committee except the Board Development Committee shall recruit additional committee members.
   8. Each committee shall be chaired by a member of the Board of Directors. Each  committee, except the Board Development Committee, shall include a minimum  of two current members of the Board of Directors.

Section 2 AUTHORITY. Actions taken at each committee meeting shall be kept in a written  record of its proceedings, which shall be reported to the Board of Directors within  fourteen (14) days of a committee meeting.

ARTICLE VIII – FISCAL YEAR.

The fiscal year of the Alliance shall be January 1 to December 31.

ARTICLE IX – AMENDMENTS.

Section 1 PROCEDURES. These Bylaws may be amended at a Full Membership Body  meeting, or by a special voting session called at the request of the Executive Council  and approved by the Board of Directors. Amendments may be proposed by the  Executive Council, the Board of Directors, or by the Bylaws Committee. Any  proposed Bylaws amendments must be presented in writing to the Co-Presidents and  the Bylaws Chair at least fourteen (14) days prior to a meeting of the Board of  Directors. A special meeting of the Board of Directors may be called for the purpose  of reviewing proposed bylaws amendments. The Board of Directors shall review all  proposed amendments and shall determine those amendments to be presented to  eligible voters for consideration.

Section 2 Written notice of any such Bylaws change to be voted upon by the Full Membership  Body shall be transmitted via email or mail thirty (30) days prior to the meeting of the Full Membership Body at which such change shall be proposed for a vote. Proposed  amendments shall require a two-thirds vote of the Full Membership Body for  adoption.

ARTICLE X – RULES OF ORDER.

The rules contained in the most recent version of Robert’s Rules of Order, Revised, shall govern  the Alliance in all cases in which they are applicable, and in which they are not inconsistent with  the Bylaws of the Alliance. The Parliamentarian serves at meetings of the Executive Council,  Board of Directors and Full Membership Body to ensure the rules of order are followed. The  Parliamentarian as such serves with no vote.

ARTICLE XI – DUES.

Section 1 SCHEDULE. Dues shall be payable annually up to thirty (30) days submitting duly  registered membership form to join by both Lead Organizations and Individual  Members, with each new and renewed membership confirmed by receipt of a dues  payment. All Memberships last for 12 months.

1. 1. Dues shall be set by a two-thirds vote of the Board of Directors. Members shall be notified of the intent to consider a change in the dues, the proposed amount, and  the rationale for the change at least 30 days prior to the Board vote.

Section 2 DELINQUENCY. Members and organizations whose dues are delinquent for a  period of one year after the start of a fiscal year shall be dropped from the  membership list.

ARTICLE XII – DISSOLUTION.

Section 1 PROCEDURE. In the event of dissolution of the Alliance, by consensus of the Board  of Directors, its assets shall be distributed to the national ERA Coalition or to another  organization or organizations working on ratification or implementation of the Equal  Rights Amendment.

Section 2 In the event of dissolution, all applicable federal, state, and local laws shall be upheld.

ARTICLE XIII – EFFECTIVE DATE.

These Bylaws were adopted by the Full Membership Body at the first annual meeting on March  13, 2017. Amended on October 5, 2019, further amended on August 13, 2020 and November 16, 2024.

APPENDIX 1 – DUES

Member Category	Effective April 2, 2017  Annual Amount
Individual Member
Annual Dues Optional Sliding Scale	$35.00 $10.00 – $34.00
Lead Organization  Annual Budget under $3,500 Annual Budget $3,500 -$99,999 Annual Budget $100,000-$500,000 Annual Budget over $500,000	Based on Annual Operating Budget  $35.00 $100.00 $150.00 $250.00
Member Organization
	Do not pay dues

 

NOTE: Dues were adopted by Board of Directors on 2017-04-02 by direction of the Full Membership Body at the Annual  Meeting held on March 13, 2017.