Rainbow Naturist Brotherhood, Inc.
(Adopted at the first Annual General Membership Meeting on October 14, 2000, amended at the second Annual General Membership Meeting on October 2001, amended at Special General Membership Meeting August 29, 2004, amended at fifth Annual Membership Meeting March 26, 2005, amended at the sixth Annual Membership Meeting March 25, 2006, and amended at the ninth Annual Membership Meeting April 18, 2009.)
ARTICLE I — NAME
The name of the Organization shall be Rainbow Naturist Brotherhood, Inc. (the “Organization”), also known as RNB or Rainbow, a domestic nonprofit corporation under the laws of the State of Georgia.
ARTICLE II — PURPOSE
The purpose of the Organization shall be to facilitate the social, recreational, fraternal, and educational interests of the members and the collective naturist community as determined by the common interests of Rainbow Naturist Brotherhood members.
ARTICLE III — STATEMENT OF DIVERSITY
The Organization affirms the diversity of its members: it will strive to welcome and be supportive of its members and guests regardless of their race, ethnicity, national origin, education, class, wealth, gender identity, age, physical ability, appearance, mental ability, stage of recovery, sexual orientation or naturist lifestyle.
ARTICLE IV — MEMBERSHIP
Section 1. Conditions
Any gay, bisexual or progressive male who is at least eighteen (18) years of age and who supports the purposes, rules and regulations of the Organization shall be eligible for membership and shall be declared a member upon the tendering of a completed Rainbow Naturist Brotherhood membership application and annual dues.
Section 2. Dues
The Steering Committee (see Articles V and VI for definitions) shall establish annual dues based upon the Organization’s yearly operating budget, and the dues shall be paid annually in advance of the period for which they are assessed.
Section 3. Membership Effective Date, Renewal, Expiration and Extension
- New memberships are effective one year from the date received.
- Membership is renewable for each member on the anniversary of their original joining, or as otherwise notified.
- Any current member who renews will have his next renewal date as one year from his previous renewal date.
- Absent the tendering of a complete membership renewal, previous year’s membership privileges (i.e. eligibility to run for a steering committee position) shall not be extended for more than one month after the anniversary date.
- A lapsed member who renews after the one month grace period will be treated as a new member.
Section 4. Effective Date
Unless otherwise provided for, the amendment shall take effect immediately upon adoption.
Section 5. Privileges and Responsibilities
Membership in the Organization carries several privileges and responsibilities, which are specified in a subsidiary document entitled Standing Rules (see Section 5).
Section 6. Further Particulars of Membership
The Steering Committee (see Article V) or an Annual or Special General Membership Meeting (see Article V, Sections 4 and 5) may from time to time specify further or alter any particulars of membership, including Conditions, Dues, Renewal, Privileges, Responsibilities, and Encouraged Organizational Participation, which will then be listed in the subsidiary document entitled Standing Rules available to the entire membership.
ARTICLE V — GOVERNANCE
Section 1. Board of Directors (Steering Committee)
The general membership shall elect a board of directors entitled the Steering Committee to carry out the management of the Organization.
Section 2. Initial Governance Provisions
- The Steering Committee shall initially be established by the founding members and its initial composition shall be maintained until the first Annual General Membership Meeting.
- These Bylaws shall be enacted by the initial Steering Committee and may be ratified or amended by the general membership (see Section 6).
- Standing Rules shall be enacted by the initial Steering Committee and shall be in force from that time forward.
- Standing Rules may be amended in two ways:
- By the Steering Committee at any regularly scheduled meeting, or
- By the general membership at any General Membership Meeting, whether Annual or Special (see Sections 4 and 5).
Section 3. Fiscal Year
The fiscal year of the Organization shall be from January 1 through December 31.
Section 4. Annual General Membership Meeting
Starting in the year 2000, the members shall meet at least once each year at an Annual General Membership Meeting (the “AGMM”), the date, time, and location of which shall be determined by the Steering Committee with written notice given to the general membership no less than thirty (30) days prior to the AGMM.
Section 5. Special General Membership Meetings
Special General Membership Meetings (“SGMM”) may be called by the President (see Article VI), by a majority vote of the Steering Committee, or upon the written request of 15% of the Organization’s membership as published in the most recent edition of the Organization’s newsletter. Only those matters contained in the notice for such special meeting may be acted upon at the Special General Membership Meeting. At least fifteen (15) days written notice shall be mailed to all members for a SGMM.
Section 6. Powers and Duties of Members at the AGMM
The members at the Annual General Membership Meeting may:
- adopt and amend Bylaws and Standing Rules;
- install the Steering Committee;
- adopt statements of policy and take actions appropriate to the purposes of this Organization; and
- act as the final authority on all matters arising in this Organization.
Section 7. Quorum
The quorum at any meeting of the general membership shall be the number of members in attendance. Proxies are not allowed for either the establishment of a quorum or the transaction of the business of the Organization.
Section 8. Agenda
- The agenda for the AGMM shall include but not be limited to theinstallation of the Steering Committee, review of the minutes from the previous AGMM, a report on the state of the Organization from the President, reports from all organizational Committees, and items previously submitted by the general membership through the Steering Committee.
- Any agenda item for the AGMM from the general membership shall first be submitted in writing to the Steering Committee no less than forty–five (45) days prior to the AGMM.
Section 9. Regional Coordinators
- The Organization may from time to time hold events outside the greater Atlanta metropolitan area.
- Where possible and appropriate, the Steering Committee shall identify and appoint Regional Coordinators whose responsibilities shall be to:
- organize local fellowship events and coordinate their scheduling with the Fellowship Committee Chair, and
- report financial activities of fellowship events to the Treasurer, and
- promote and market the Organization in their designated area, and
- provide input to the Steering Committee for its annual planning and marketing processes.
ARTICLE VI — STEERING COMMITTEE
Section 1. Composition and Election
- The Steering Committee shall be composed of seven members elected by a plurality of votes cast in a mail–in ballot or by plurality of votes cast at the Annual Meeting. Each member shall hold a specific responsibility as an Officer or a Committee Chair. No individual Steering Committee member shall have more than one vote on the Committee regardless of position or duties.
- Should there be only one candidate for any position on the Steering Committee, the appropriate ballot shall have two options “approved” and “not approved” after such a candidate’s name, and the candidate must be elected by a majority of “approved” votes cast.
- In case of a tie in the election for any position on the Steering Committee, a vote shall be held at the AGMM following the mail–in ballot.
- Any position for which there is no candidate may be filled by a simple majority vote of the Steering Committee.
Section 2. Terms of Service and Classes of Terms
- Steering Committee members shall serve two (2) year terms. If for any reason an election is not held, the current Steering Committee members shall continue in office until their successors are elected.
- Starting at the year 2000 AGMM, four positions on the Steering Committee shall be elected in even years and three in odd years.
- Terms of Steering Committee members shall begin at the AGMM where they are elected.
- No Steering Committee member shall serve more than two consecutive elected terms or four consecutive elected years in any single position, whichever is less.
Section 3. Eligibility
To be eligible for election to the Steering Committee of the Organization, a member must:
- be an initial Steering Committee member; or
- prior to the year 2000 election, be a member in good standing of the Organization for at least four months; or
- after the year 2000 election, be a member in good standing of the Organization for at least six (6) months prior to the date of the election; and
- not ever have been removed from the Steering Committee.
Section 4. Voting for Steering Committee Members
Voting shall be open to all members as of the date of the mailing of the ballots to the general membership. Further guidelines are contained in the Standing Rules. Section 5. Steering Committee Meetings
- The Steering Committee shall meet at least bimonthly.
- All regular meetings shall be published and are open to the general membership.
- The Steering Committee may hold an executive session to consider individual membership issues.
- Special meetings of the Steering Committee may be called by the President or upon written request of at least half the members of the Committee. At least seven (7) days notice of any meeting shall be given.
Section 6. Quorum
A majority of currently serving Steering Committee Members shall be present to constitute a quorum.
Section 7. Powers
The Steering Committee shall do as follows:
- Act in the best interest of the general membership between AGMMs.
- Consider for adoption the annual budget submitted by the Treasurer (see Article VII for definition).
- Fix the time and place of the annual AGMM and other meetings of the general membership.
- Establish special committees or Committees that are deemed necessary to carry on the work of the Organization.
- Carry out duties and responsibilities necessary for the continued viability of the Rainbow Naturist Brotherhood.
Section 8. Resignation
A Steering Committee member may resign at any time by written notification to the Secretary.
Section 9. Removal
- Any member who fails to attend three (3) consecutive regularly scheduled meetings of the Steering Committee may be removed from this Committee. Extenuating circumstances may be considered by the Steering Committee which may, after due consideration, rescind the member’s removal by a simple majority vote.
- Any Steering Committee member who fails in the exercise of his duties as outlined in Articles VI, VII and VIII of these Bylaws or stipulated elsewhere in the Standing Rules may be suspended by and from the Committee. The Secretary shall then confirm this action and the grounds for it in writing. The suspension shall be considered at the next regularly scheduled meeting of the Steering Committee where, by a majority vote of the Committee, it shall be either canceled and the member reinstated, or confirmed and the member removed from the Steering Committee.
- Any member who is removed from the Steering Committee shall not be eligible to run again.
Section 10. Vacancies
A vacated position on the Steering Committee may be filled by the appointment of a qualified member by the President with the approval of a majority of the Committee. Any member so appointed shall serve for the remainder of the unexpired term.
Section 11. Privileges
- The five initial Steering Committee members shall be exempt from membership dues.
- Other Steering Committee members are entitled to the waiver of individual membership dues for the year or years of their term of office.
- All Steering Committee members shall pay the same admission charge to all Rainbow Naturist Brotherhood events and functions as the general membership.
ARTICLE VII — OFFICERS AND COMMITTEE CHAIRS
Section 1. Definition and Election
- The Officers of the Organization shall be president, vice president, treasurer and secretary. They shall be known as the “President,” “Vice President,” “Treasurer,” and “Secretary,” respectively.
- The Committee Chairs shall be the: Treasurer, Fellowship Committee Chair, Membership Committee Chair, and Marketing Committee Chair.
- The Officers and Committee Chairs shall be elected by a plurality of votes of the general membership cast in a mail–in ballot, as specified in Article VI, Section 1, and with the exception specified in Article VI, Section 2, Clause b.
Section 2. Terms of Office
The terms of office of Steering Committee members specified in Article VI, Section 2 shall govern the terms of Officers and Committee Chairs. Section 3. Compensation and Reimbursement The Officers and Committee Chairs shall receive no compensation for their service in office, but shall be reimbursed for the ordinary and necessary expenses incurred while acting on behalf of the Organization.
Section 4. Powers and Responsibilities
The powers and responsibilities of the Officers (which includes the Treasurer) shall be as follows:
The President shall be the principal representative and spokesman for the Organization. He shall preside at all meetings of the general membership and the Steering Committee, provide a monthly report to the Steering Committee of actions taken on its behalf, serve ex officio on all Committees, and otherwise carry out duties customarily associated with the office of president.
- Vice President
The Vice President shall assist the President in the duties of that office, as requested by the President, may serve as Registered Agent for corporate statutory and legal obligations, and shall preside at meetings of the General Membership and the Steering Committee in the absence of the President. The Vice President shall serve as Chair of the Ad Hoc Governance Committee. He may also be designated by the Steering Committee to serve on an acting basis as a Committee Chair or in a temporary Chairship position. His term of service in an acting or temporary capacity shall be for one year at a time. In the event of a “permanent” Committee Chair being appointed or elected, the Vice President shall relinquish his acting position and become available for another one.
The Treasurer shall cause an accurate set of accounts to be maintained for the Organization and shall, with the President and the Finance Committee, prepare a proposed annual budget. The Treasurer shall safeguard the assets of the Organization; maintain a checking account and any other accounts in the name of the Organization; issue checks upon the orders of the President or the Steering Committee; and submit for the Steering Committee’s approval, tax returns and other financial documents for the Organization as required by the federal, state and local laws in a timely manner. The Treasurer shall produce a monthly report of the Organization’s income and expenses.
The Secretary shall keep an accurate record of the meetings of the general membership and the Steering Committee and shall prepare and submit minutes for approval, receive notice of any substantive business proposed by members for meetings and prepare and cause the proper notice of all meetings to be sent to the members for such meetings; to maintain a copy of the Parliamentary Authority and special rules of order and other rules and regulations adopted by the Organization or by the Steering Committee; to arrange for retrieval and distribution of mail received at the Organization’s mailing address; and to chair the Tellers’ Committee which conducts and supervises the mail–in election of the Steering Committee (see Standing Rules). The Secretary shall be the recipient and custodian of all official records and files of the Organization.
Section 5. Succession of Officers
Should any of the Officer positions become vacant due to resignation or removal, the following succession procedures shall apply:
The President shall be succeeded by the Vice President for the balance of the former’s term. Should the Vice President not be available for this succession, the Treasurer shall succeed the President for the balance of the latter’s term dependent on a simple majority vote of the Steering Committee. Should the Treasurer also not be available for this succession, the Secretary shall succeed the President for the balance of the latter’s term dependent on a simple majority vote of the Steering Committee.
- Vice President, Treasurer, and Secretary
A vacancy in any of these three positions shall be filled by a simple majority vote of the Steering Committee.
ARTICLE VIII — CONFLICT OF INTEREST
Steering Committee members owe the Organization to avoid conflicts of interest. A Steering Committee member may participate in discussion related to a motion in which he has a financial or organizational conflict of interest but shall at the outset state his conflict of interest and subsequently abstain from voting on whether or not to approve the motion.
Section 1. Financial
Each Steering Committee member is required to fully and fairly disclose all material facts in any proposed transaction with or by the Organization in which he has a potential conflict of financial interest.
Section 2. Organizational
No Steering Committee member shall serve on the Board or as an Officer or an administrative staff of any other local naturist organization.
ARTICLE IX — COMMITTEES
Section 1. Organization of Committees
There shall be four (4) Committees of the Organization which shall be formed by their elected Chair no later than the first of February of each year and composed of those members in good standing who indicated an interest in each particular Committee on their application form, and any other interested members. Each Committee will be charged with specific duties as listed hereunder, and with other duties as specified in these Bylaws and as ordered by the Steering Committee.
- Finance Committee
This Committee shall prepare a budget for the fiscal year beginning the first day of January, and submit it to the Steering Committee for its consideration and action before the start of the fiscal year; and prepare rules for financial reporting and accountability to the Steering Committee for its approval. The Finance Committee may, from time to time, submit supplements to the budget for the current fiscal year.
- Fellowship Committee
This Committee shall coordinate, plan and provide general supervision of the activities, events and parties of the Organization, and establish and enforce such policies as deemed necessary to reasonably promote the success and accountability of the activities of the Organization.
- Membership Committee
This Committee shall assist the Membership Committee Chair in the exercise of his duties which shall include but not be limited to the:
- review and processing of membership applications and renewals; and
- identification and forwarding to the Steering Committee of any membership application or renewal which does not appear to meet the stipulated criteria for approval (i.e., because of incompleteness, request for special treatment or any other reason); and
- administration of the membership database which will require thorough practical knowledge of the relevant technology; and
- welcoming and orientation of new member (distribution of welcome packets, preparation of name tags, and organization of orientation events); and
- provision of membership details and updates to the Technology Committee Chair and Webmaster, and
- consideration and resolution of membership issues as may arise from time to time in regard to Rule 1, Article 4 of the Standing Rules.
- Marketing Committee
This Committee shall produce, publish and circulate a monthly newsletter, and shall undertake and supervise all marketing and public relations activities of the Organization, as well as maintaining up-to-date technology in all areas of operation.
Section 2. Ex Officio Membership
The President shall serve ex officio on all Committees.
Section 3. Creation of New Committees
Other Committees, standing, ad hoc or special, shall be created as the Steering Committee shall from time to time deem necessary to carry on the work of the Organization.
Section 4. Meetings Frequency
All Committees shall meet at least once annually and as often as deemed necessary by the individual Committee Chairs.
Section 5. Organization of Ad Hoc Committees
- Governance Ad Hoc Committee
This Committee shall receive proposed Bylaws and Standing Rules amendments and shall make editorial changes as necessary to ensure that the proposed amendments are in proper order.
- In the case of Bylaws amendments, the Committee shall cause copies of its final draft of the proposed amendments to be mailed to every member thirty (30) days prior to the AGMM or SGMM with either the Committee’s recommendation for approval, rejection or no position.
- In the case of Standing Rules amendments, the Committee shall cause copies of its final draft of the proposed amendments to be circulated to every Steering Committee member thirty (30) days prior to the Committee’s regularly scheduled meeting with either the Committee’s recommendation for approval, rejection or no position.
ARTICLE X — SUSPENSION AND EXPULSION OF MEMBERS
Section 1. Grounds and Procedure
Subject to the provisions of this article, the Steering Committee may, by two–thirds (2/3) vote, revoke the membership of any member for good cause. “Good cause” may include violations of the Bylaws, Standing Rules, or other conduct harmful to the interest of the Organization and its members.
Section 2. Right of Notice
No member may have his membership revoked without written notice to the member from the Secretary. This notice must state the specific reason for the revocation and be signed and dated by the Secretary. The notice will also inform the member of his right to file an appeal with the Steering Committee.
Section 3. Right of Appeal
A member who has received notice from the Secretary that his membership is being revoked may file an appeal with the Steering Committee within fifteen (15) days after the date of the notice. Within thirty (30) days after the appeal date, the Steering Committee shall sustain or overturn the revocation and state the reason in writing.
Section 4. Suspension during Appeal
Until the Steering Committee has ruled on any appeal, a member whose membership has been revoked shall be suspended from membership.
ARTICLE XI — AUTHORITY
Section 1. Bylaws and Standing Rules
This Organization shall be governed by these Bylaws and the Standing Rules of the Organization as adopted by the general membership or the Steering Committee. Each bylaw, rule and regulation shall be binding upon all members unless otherwise specified, and shall remain in effect until it is amended, terminated, repealed or withdrawn by the body originally approving.
Section 2. Bylaws and Robert’s Rules of Order
The rules contained in the most recent edition of Robert’s Rules of Order Newly Revised shall govern the Organization in all cases to which they are applicable and in which they are consistent with these Bylaws and any special rules of order the Organization may adopt. In any case where these Bylaws and the Standing Rules are not consistent with the rules contained in the current edition of Robert’s Rules of Order Newly Revised, the Bylaws, Standing Rules and special rules of order shall take precedence.
ARTICLE XII — AMENDMENT TO BYLAWS
Section 1. Eligibility to Submit
Proposed amendments to these Bylaws may be submitted by the Governance Committee, by the Steering Committee, or by written petition signed by fifteen (15) percent of the membership.
Section 2. Procedures for Consideration
Proposed bylaws amendments shall be received by the Governance Committee at least sixty (60) days prior to the AGMM or SGMM at which they are to be considered. The Governance Committee shall make editorial changes as needed and shall contact the sponsor if substantive changes are necessary for the proposed amendment to be in proper order. The Governance Committee shall cause copies of its final draft of the proposed amendment to be mailed to every member thirty (30) days prior to such meeting. At the meeting, the proposed amendment shall be presented by the Chair of the Governance Committee, with either the Committee’s recommendation for approval, rejection, or no position.
Section 3. Adoption of Amendments
A two–thirds (2/3) vote of the members present and voting at the meeting shall be required for adoption of the proposed amendment.
Section 4. Effective Date
Unless otherwise provided for, the amendment shall take effect immediately upon adoption.
ARTICLE XIII — INDEMNIFICATION
Section 1. Definition
Indemnification signifies that any person covered in Section 2 of this Article who was or is a party or is threatened to be made a party to or is involved (as a party, witness or otherwise) in any legal proceedings (i.e., any action or suit, whether civil, criminal, administrative or investigative) by reason of his service to or on behalf of the Organization shall be indemnified within the Organization’s financial constraints and held harmless by the Organization to the fullest extent permitted by applicable Georgia law, whether statutory or decisional, against any Liability incurred by such person in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in any legal proceeding.
Section 2. Applicability
Indemnification applies to each person who is or was a Steering Committee member, of the Organization or who has been designated by the Steering Committee as being entitled to indemnification under this Article by reason of his service to the Organization.
Section 3. Procedure for Indemnification
Each person who is entitled to indemnification under Sections 1 and 2 of this Article shall receive reimbursement for liabilities and advancement of expenses under the conditions specified in the Standing Rules.
Section 4. Insurance
The Organization shall have the power to purchase and maintain insurance to cover any of its liabilities to indemnify under the provisions of this Article.
Section 5. Limitations on Indemnification
The Organization shall not be liable to indemnify any person covered in Section 2 of this Article under the conditions specified in the Standing Rules.
ARTICLE XIV — VOLUNTARY DISSOLUTION
Section 1. Notice
Following a two–thirds (2/3) vote at a regularly scheduled Steering Committee to dissolve the Organization voluntarily and to dispose of its assets following a specific and detailed plan within the limits dictated by its nonprofit tax–exempt status, the Steering Committee shall give at least sixty (60) days’ notice to the entire membership of its intent.
Section 2. Ratification
To ratify an intent by the Steering Committee to dissolve the Organization voluntarily, the Secretary shall conduct a mail–in ballot to the entire membership containing the Steering Committee detailed plans for dissolution. A two–thirds (2/3) vote of the entire membership is required to dissolve the Organization.
Section 3. Disposal of Assets
Following a vote by the General Membership to dissolve the Organization voluntarily, the Steering Committee shall be terminated. The Officers shall be entrusted with the liquidation of the Organization’s assets: they shall settle all legitimate accounts, bills and liabilities, then dispose of any and all remaining assets (“net assets”) as specified in the notice of intent. Net assets may only be distributed to a duly constituted successor organization which is a nonprofit tax–exempt organizations as defined under Sections 501(c)(3) or 501(c)(7) of the U.S. Internal Revenue Code and under the applicable sections of Georgia law, or, in the absence of such a successor organization, to one or more nonprofit tax–exempt organizations meeting the Federal and state standards cited in this Article. The Officers shall also take all necessary legal, fiscal and administrative steps to terminate the Organization’s official existence.