bylaws

Imago Dei: LGBTQ Catholic Ministries Of Southern Nevada

Updated: Las Vegas, April 2014

Article I NAME

Section 1.01 Name. The name of this body is the “Imago Dei: LGBTQ ministries of Southern Nevada” (hereafter, “Imago Dei”).

Article II OFFICES

Section 2.01 Principal Office. The principal office of Imago Dei for its transaction of business is located at St. Thomas Aquinas Catholic Newman Center, 4765 Brussels Rd., Las Vegas, NV 89119.

Article III MISSION AND PURPOSE

Section 3.01 Mission. Imago Dei, a Roman Catholic Ministry in Southern Nevada, welcomes and supports persons who are lesbian, gay, bisexual, transgender, and questioning (hereafter, LGBTQ) persons and their families and friends, to live and grow in their faith. Section

3.02 Principal Purposes. Imago Dei was established to meet a need in the Church for spiritual and pastoral support of persons who are LGBTQ, their families and friends. We are here for persons who are LGBTQ who want to understand and live their place in the Catholic community. We are also here for families and friends who want to understand, accept and support their loved one(s) who are LGBTQ.

Article IV MEMBERSHIP

Section 4.01 Association Membership. Membership in Imago Dei is open to any and all regardless of belief or sectarian affiliation.

Article V BOARD OF DIRECTORS

Section 5.01 Composition of the Board of Directors. The Board of Directors shall be composed of at least seven and no more than nine Directors. The Directors shall be elected by a majority vote of the sitting board. Appointed Directors shall be chosen to provide expertise needed for effective governance of Imago Dei.

Section 5.02 Officers and Executive Committee. All Board Members shall be voting officers. The President, Vice-President, Secretary, and Treasurer shall constitute the Executive Committee of the Board. The voting officers shall be elected in staggered annual elections by the Board of Directors to serve two year terms.

Section 5.03 Duties of Officers.

a. President. The President shall serve as the chief administrative and executive officer of the Association. The President shall perform all other duties prescribed by the governing documents of Imago Dei, and by the policies of Imago Dei enacted by the Board of Directors.

b. Vice-President. In the absence of the President, or in the event of his/her inability or refusal to exercise the office, the Vice-President shall perform all the duties of the President and so acting have all the powers of and be subject to all the restrictions on the President.

c. Treasurer. The Treasurer shall report records of the account and business transactions of Imago Dei.

d. Secretary. The Secretary shall record or cause to be recorded the minutes of all meetings of the Board of Directors, all conference calls of the Board and the Executive Committee, and any other meetings or calls as directed by the Executive Committee. The Secretary shall make the minutes and other records of Imago Dei available to the Directors, Members, and employees of Imago Dei in the manner established by the board of Directors. The Secretary shall prepare the order of business (agenda) for meetings of the board of Directors, the Executive Committee, and the Membership, and shall notify or cause to be notified the Directors and the Membership of the time and place of such meetings.

e. Spiritual Director. The Spiritual Director shall be responsible for Imago Dei’s spiritual events.

f. Social Director. The Social Director shall be responsible for Imago Dei’s social and fundraising events.

g. Service Director. The Service Director shall be responsible for Imago Dei’ service work in the community and with other organizations.

h. Communications Director. The Communications Director shall be responsible for Imago Dei’s internal and external communication.

Section 5.04 Resignation of Directors. Any Director may resign at any time on a 30 day written notice to the Board of Directors.

Section 5.05 Removal of Directors. Directors may be removed with or without cause at any meeting of the Board by affirmative vote of a majority of all members of the Board.

Section 5.06 Resignation and Removal of Elected Officers and Appointed Chairs. Elected officers and appointed chairs may resign at any time on 30 day written notice to the Board of Directors. Elected officers and appointed chairs may be removed with or without cause at any meeting of the Board of Directors, according to the policies enacted by the Board.

Article VI ELECTION OF DIRECTORS AND TERMS OF OFFICE

Section 6.01 Board. Each member of the Board shall hold office for the term of TWO (2) years or until a successor Director has been elected and qualified. The term of office shall coincide with the normal fiscal year as established by the Catholic Church which begins on July 1 and ends on June 30.

Section 6.02 Qualification. The members of the Board shall be active members of Imago Dei.

Section 6.03 Nomination. Any member of Imago Dei may nominate themselves or another person for a seat on the Board. Discussion of the nominee shall occur at the next regular Board meeting following the receipt of the nomination and voted on at the subsequent meeting.

Section 6.04 Election. All nominations shall be presented to and voted on by the Board.

Section 6.05 Compensation. Board members shall serve without compensation except that they may be allowed and paid their actual and necessary expenses incurred in attending the meetings of the Board. These and other provisions allowing partial compensation may be made by a majority vote of the Executive Committee.

Section 6.06 Replacement of Directors. Nominations shall be accepted from any member of Imago Dei any time there is a vacancy on the Board of Directors. The vacancy shall be filled for the balance of the term.

Section 6.07 Replacement of Officers. Nominations shall be accepted from any member of the Board of Directors any time one of the voting officer positions is vacant. Qualified nominees will be discussed at the next meeting of the Board and voted on at the subsequent meeting. The vacancy shall be filled for the balance of the term.

Article VII DIRECTORS

Section 7.01 Directors’ Accountability. The Imago Dei Directors will answer to and will be held accountable by the Imago Dei Board of Directors.

Section 7.02 Directors’ Reports. The Imago Dei Directors will give regular reports to the Board of Directors by email and in person at Board Meetings. A regular financial report will be given to the Treasurer on a regular basis (at least once a month).

Section 7.03 Financial Purchases. The Imago Dei Directors will notify the Board of Directors of any purchases exceeding $500 and will get Board approval before making said purchases.

Article VIII MEETINGS

Section 8.01 Board Meetings. The Board shall hold an open meeting annually, at the end of the fiscal year.

Section 8.02 Open Meeting. Open meetings of the Board may be called by a majority vote of the Board members. Notice of such meetings shall be communicated to Imago Dei members and such meetings shall be open to Imago Dei members who wish to attend as observers.

Section 8.03 Quorum. A majority of the actual number of Board members as of the time of the meeting, as provided in Section 5.01, constitutes a quorum of the Board for the transaction of business.

Section 8.04 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority of the Board individually or collectively consents in writing or by telephone, fax, or e-mail. Such action by consent of the Board shall have the same force and effect as if a majority vote was enacted in person at a board meeting.

Article IX BYLAWS

Section 9.01 Effective Date of Bylaws. Bylaws and Amendments shall become effective immediately after their adoption by a 2/3 vote of the board members present.