Article VII Board of Trustees

7.01 NUMBER

The president and eight (8) trustees shall constitute the Board of Trustees (“the Board”).

7.02 PURPOSE

The Board shall have general supervision of the affairs of the Caucus between its general membership meetings, make recommendations to the Caucus, and shall perform such other duties as are specified in these by-laws. The Board shall be subject to the orders of the Caucus, and none of its acts shall conflict with actions taken by the Caucus. Board members are expected to attend all membership and Board meetings.

7.03 MEETINGS

A regularly scheduled and publicized meeting of the Board shall be held each month. Board meetings are open to Caucus members or guests invited by the board. Special meetings of the Board may be called by the President or three members of the board.

7.04 BOARD VOTES

Proxy voting is not allowed; a Board member must vote in person.

7.05 NOTICE OF MEETINGS

The president may call a special meeting of the board. Notice of all special meetings of the Board, except as herein otherwise provided, shall be given at least twenty-four (24) hours before the meeting to all Board members. Late receipt of such notice may be waived by any Board member. Board members may attend special meetings by telephone. At any meeting held without notice or waiver thereof and at which a quorum of the Board is present, business may be transacted. Any such business must be ratified at the next regular or special meeting of the Board. Any member may attend any regular meeting of the Board, but may participate in the meeting only if the Board so approves. The Board may invite any person it chooses, whether or not a Member, to attend and participate in any of its meetings. The Board reserves the right to go into executive session at any meeting. Executive session shall be defined any meeting or part of a meeting where only board members and other required attendees are present because sensitive Caucus business is being discussed. Sensitive business shall include, but is not limited to, consultation with an attorney, personnel matters, and security matters.

7.06 QUORUM

A majority of the Board members shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the Board members present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute or by these by-laws. If at any meeting, there is less than a quorum present, a majority of those present may adjourn the meeting without further notice to any absent Board member.

7.07 ACTION BY UNANIMOUS WRITTEN CONSENT

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the Board members. For the purposes of this provision only, a signature may consist of an email approving the action from a known e-mail address of the Board member. The secretary shall maintain a record of business conducted by unanimous written consent and how the consent was obtained.

7.09 PUBLIC ADVOCACY

No elected trustee or board member of the Caucus can publicly advocate or support the candidacy of a candidate not endorsed by the Caucus against a candidate endorsed by the Houston GLBT Political Caucus PAC. Such
endorsement constitutes an act of malfeasance as defined in the bylaws. 

7.10 CONFLICTS OF INTEREST

Any board member who holds an official unpaid or paid position with a candidate, campaign, public official, or outside organization must disclose that relationship when speaking to the board or membership about any business directly, uniquely, and specifically affecting that candidate, campaign, public official, or outside organization.

7.11 ABSTENTION

Any board member who holds an official unpaid or paid position with a candidate, campaign, public official, or outside organization shall abstain from any board vote in which the interests of the candidate, campaign, public official, or outside organization and the interests of the Caucus are in direct conflict.

Do you like this page?