Equal Rights Amendment North Carolina Alliance

It's Time to Write Women Into the Constitution!

Bylaws

BYLAWS OF ERA-NC ALLIANCE

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. 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 ERA Supporter.

Section 2. LEAD ORGANIZATION. A Lead Organization is an organized group which pledges support of 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 representative designated by the organization may vote at full membership body meetings as provided in Article V.

Section 3. MEMBER ORGANIZATION. A Member Organization is an organized group which pledges support of the Alliance’s purpose and objectives. Members of Member Organizations may serve on Alliance committees and be nominated to serve as Directors if eligible.

Section 4.  ERA SUPPORTER. An ERA Supporter is an individual who pledges support of the Alliance’s purpose and objectives. ERA Supporters 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.

Section 5. FULL MEMBERSHIP BODY. The full membership body of the Alliance is composed of (1) organizational members (Lead Organizations and Member Organizations) who have completed an organizational member form with approval by the Board of Directors, and (2) individuals (including individual members of Lead Organizations and Member Organizations) who have completed an individual ERA Supporter form that is duly registered by the Alliance.

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).

Section 2.  ELIGIBILITY.  Any member or organizational representative who submits a membership form that is duly registered by the Alliance and who is current with any annual dues may be eligible to be nominated as a Director, to serve on committees, and to vote.

Section 3. COMPOSITION AND ELECTION OF BOARD OF DIRECTORS.

  1. At the first annual meeting of the full membership body, a Board of Directors of up to fourteen (14) Directors and seven (7) Officers shall be elected by a quorum of the full body membership with a vote of:
  2. Individual ERA Supporter members afforded one vote each.
  3. Representatives designated by Lead Organizations afforded one vote each.
  4. A quorum of the full membership body is ten (10) percent of the total of individual   members as of the date of the annual meeting.
  5. Any member who submits an individual ERA Supporter form that is duly registered by the Alliance by dates set forth by the Executive Council and who is current with any annual dues as of the date of the annual meeting is a member in good standing and may be eligible to be nominated as a Director, to serve on committees, and to vote.
  6. Any organization that submits a membership form that is duly registered by the Alliance by dates set forth by the Executive Council and which is current with any annual dues as of the date of the annual meeting is an organizational member in good standing. Each Lead Organizational representative must complete an individual ERA Supporter form but is afforded only one vote as a representative at full membership body meetings.

Section 4. TERMS OF SERVICE. The terms of the Directors shall be for two years, with half the Directors to be elected each year by the full membership body with votes as specified in Section 3.a. No Director shall serve more than two full consecutive terms. 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.

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. 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. MEETING BY TELEPHONE. 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.

Section 7. 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 8. 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 9. 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. Any Director thus appointed shall serve for the remainder of the vacated term.

Section 10. 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 seven (7) Officers: two Co-Presidents; 1st Vice-President – Fundraising; 2nd Vice-President – Public Relations/Media; 3rd Vice-President – Membership; Secretary; and Treasurer. The Officers are subject to the parameters for membership on the Board of Directors as described in Article V.

Section 2. TERM OF SERVICE.

  1. Officers shall be elected by the full membership body at an annual meeting.
  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.
  3. Immediate past Co-Presidents shall serve as ex officio, non-voting members of the Board of Directors for one two-year Board term following expiration of their elected term of office.

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.

Section 4. MEETING BY PHONE. 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.

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. Subject to any such Board determinations, the Officers shall have the following duties and authority:

  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
  3. The First Vice-President shall preside at all meetings in the absence of the Co-Presidents or at their request. The First Vice President shall serve as    chair of the Fundraising Committee. The First Vice-President shall succeed to the office of Co-President in the event of a vacancy in that office during the two-year term of office. Upon completion of the term of office, the First Vice-President shall transfer all appropriate records to the successor.
  4. The Second Vice-President shall preside at all meetings in the absence of the Co-Presidents and First Vice-President. The Second Vice-President shall be Chair of the Public Relations Committee. This office shall succeed to the office of Co-President in the event of vacancies in the offices of Co-Presidents and First Vice-President.  Upon completion of the term of office, the Second Vice-President shall transfer all appropriate records to the successor.
  5. The Third Vice-President shall preside at all meetings in the absence of the Co-Presidents and First and Second Vice-President. The Third Vice-President shall be Chair of the Membership Committee. This office shall succeed to the office of Co-President in the event of vacancies in the offices of Co-Presidents   and of the First and Second Vice-Presidents. Upon completion of the term of office, the Third Vice-President shall transfer all appropriate records to the successor.
  6. 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.
  7. 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.
  8. 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. NOMINATING COMMITTEE. The Co-Presidents of the Alliance, with the advice and consent of the Board of Directors, shall appoint a Nominating Committee of three or more members, which may include members who are not Directors, provided at least one member of the Nominating Committee is a current Director. The Nominating Committee shall present to the full membership body at least thirty (30) days before an annual meeting a slate of nominated Officers and the declared candidates for election as Directors of the Alliance.
  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.
  4. MEMBERSHIP COMMITTEE. The Membership Committee shall collect dues, duly register membership forms, and 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 Team Leaders 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 Nominating Committee shall recruit additional committee members.
  8. Each committee except the Nominating Committee shall be chaired by a member of the Board of Directors and 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 altered, amended, or repealed by the affirmative vote of a three-fifths (60%) majority of the full Board of Directors, with the change accepted or rejected by a vote of the full membership body at the next annual meeting. Any proposed Bylaws change must be presented in writing to the Board of Directors at least fourteen (14) days before the meeting at which such a vote will be taken.

Section 2. NOTICE. 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 annual meeting at which such change shall be proposed for a vote.

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.

ARTICLE XI. DUES.

Section 1. SCHEDULE. Dues shall be payable annually up to thirty (30) days following the beginning of the Alliance’s fiscal year (January 1) by both Lead Organizations and individual members, with each new and renewed membership confirmed by receipt of a dues payment.

  1. Dues shall be set by the full membership body at the annual meeting.
  2. Lead Organizations or individual members joining at a time other than the start of the fiscal year shall pay dues within thirty (30) days of submitting duly registered membership forms to join the Alliance.
  3. Dues submitted during the first half of the fiscal year will be for the full amount of the annual dues.  Dues submitted during the second half of the fiscal year will be for one-half the full amount of the annual dues.

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. If the ERA Coalition is not in operation, the assets shall be distributed to another organization or organizations, chosen by consensus of the Board of Directors, 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 a majority of the members attending the 2020 Annual Meeting, with an effective date of August 13, 2020.