contents:

BY-LAWS OF

The New York Association for Gender Rights Advocacy (NYAGRA)

11 March 2002

ARTICLE I

The Name of the Corporation

The name of the corporation shall be the New York Association for Gender Rights Advocacy, Inc., hereafter referred to as 'NYAGRA,' 'the Association,' or 'the organization.'

ARTICLE II

Organizational Mission and Commitment to Diversity

Section 1. Mission Statement. The purpose of the corporation shall be as follows: NYAGRA is a membership organization that advocates at the state and local level for self-determination in gender statement and identity. NYAGRA sees its constituency as including all individuals who experience discrimination and violence because of the ways in which they choose to express their gender. Such individuals may include, but are not limited to: transgender-identified and transsexual people, and gender non-conforming people who identify as gay men, lesbians, bisexuals, and heterosexuals.

Section 2. Diversity Statement. In keeping with the mission of the organization, NYAGRA is committed to reflecting the full diversity of New York State in its policies and operations. Hence a goal of the Association will be that the board of directors, the chairs of its committees, its local chapters, and the general membership, as well as its paid or unpaid staff and volunteer cadre, approximate as closely as possible the state's diversity by geography, race, ethnicity, national origin, citizenship status, class or socioeconomic origins or status, political affiliation, religious or spiritual affinity, (dis)ability status (including people living with HIV/AIDS), sex, gender, sexual orientation, and gender identity and statement. More specifically, NYAGRA is committed to reflecting the full diversity of the transgender community in its general membership and the membership of its working group and committees, and the Association will also encourage the participation of those who identify as intersexual or intersexed, whether or not they are also transgender-identified.

The association will aggressively seek out qualified candidates for participation in the life of the organization (for general membership and membership of the board of directors, committees, and staff) in keeping with this commitment to diversity. In particular, it shall be a goal of the organization to have no fewer than one-third (1/3) of the membership of the board of directors be individuals whose assigned birth sex was female and no fewer than one-third (1/3) of the membership of the board be people of color.

ARTICLE III

Membership of the Board of Directors

Section 1. Powers and Number. The corporation shall be managed by a board of directors, which will constitute the governing body of the organization, and which will:

1. perform any and all duties imposed upon it collectively or individually by law, by the certificate of incorporation, or by these bylaws;
2. appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any of all officers, agents, and employees of the corporation;
3. supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly
4. meet at such times and places as required by these bylaws;
5. register the addresses of board members with the secretary of the corporation, with notices of meetings mailed or e-mailed to them at such addresses constituting valid notices thereof.

The number of members of the board shall be not less than three (3) nor more than twenty-one (21).

Section 2. Election and Term of Office. Membership of the incoming board of directors shall be by an affirmative majority vote of the current or outgoing board at an annual meeting, at a meeting specially designated by the board for such a vote, or by written ballot (by mail or e-mail).

Individuals who are general members in good standing and who are committed to the mission of the organization may be eligible for election to the board, which shall be for a set term of one year, with no limit on the number of terms that a member of the board may serve. In between annual elections, new members may be voted into membership of the board by an affirmative vote of the majority of that body either at any meeting of the board or by written ballot (by mail or by e-mail), with their terms to end at the next annual meeting or election.

Any full board member in good standing may nominate any individual who shares a commitment to the mission of the organization for election to the board, and nomination by one such current (full) member of the board (seconded by a current full board member in good standing) shall be sufficient for that individual's name to be considered for election to the board at the next annual board meeting or through an interim election; that nomination must be made to the board in writing in advance no less than fourteen (14) days prior to the election in order for the nominee's name to be included on the written ballot. Current members of the board who wish to run for re-election must notify the board as a whole of their intentions in writing not less than fourteen (14) days prior to the election in which they intend to run.

The board may establish a nominating committee (composed solely of current board members) for purposes of evaluating candidates for election or re-election to the board, and it may make its recommendations known to the board at the time of the election; or the full board may act in that capacity as a committee of the whole.

Officers shall be elected by a majority of the board at the annual meeting at which the board is elected. An interim officer may be elected by the board upon the resignation or removal of an officer to serve the remainder of the outgoing officer's term.

Section 3. Resignations. Any member of the board may resign from office at any time by delivering his or her resignation in writing to the corporation, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make it effective.

Section 4. Removal of a Member of the Board of Directors. The board of directors shall have sole authority to remove a member of the board. Any member of the board may be removed, with cause, by a two-thirds (2/3) majority of the board then in office in one of three ways:

1. at a special meeting called by the board for that purpose
2. at any board meeting at which that removal is included in an agenda sent to members of the board with at least 7 days advance
3. by written ballot (by mail or by e-mail) by the board without a formal meeting

Such cause may include (but is not limited to) breach of his/her fiduciary obligation to the corporation, violation of these bylaws, or serious misconduct in that individual's capacity as a member of the board or of the organization or conduct prejudicial to the interests of the corporation.

The board may vote to hold a discussion on removal of the board member. If a majority of the board votes in favor of discussion, that discussion will be limited to seven days from the date of the motion to the final vote. And the removal of the board member will become effective immediately upon conclusion of the vote. The board will immediately notify the board member of the removal, and the removal from the board listserve will also be automatic upon the conclusion of the vote. Upon the conclusion of the vote, the board member who is removed must immediately transfer all authority to one of the two co-chairs.

Section 5. Removal from the General Membership. Any general member may be removed for cause by a vote of two-thirds (2/3) of the board of directors, following a motion from one board member in good standing seconded by another board member in good standing.

Section 6. Decision-Making Procedures. The board shall make decisions on the basis of consensus or, lacking consensus, on the basis of majority vote, assuming in all cases a quorum of half of the current board members (whether in a formal meeting or by written ballot), except as indicated otherwise elsewhere in the bylaws. When consensus cannot be reached, Robert's Rules of Order will guide the deliberations and decision-making process of the board to the extent that Robert's Rules are not inconsistent with these bylaws and the principle of a collective leadership which they embody. All members of the board of directors, regardless of title or position, shall be guided exclusively by their commitment to NYAGRA and its organizational mission, regardless of any other organizational, institutional, or political affiliation that they may have.

ARTICLE IV

Meetings

Section 1. Time and Place. Meetings of the board of directors may be held at such times and places as it may fix. Special meetings of the board shall be held whenever called by any two members of the board at a time and place specified by the person or persons calling the meeting, contingent upon agreement by a majority of the board. The commitment of the organization to the full participation of members from throughout the state requires that meetings outside of New York City be recognized as being as fully legitimate as those in Manhattan or the other four boroughs. Conversely, however, for purposes of organizational efficiency, the meeting of one geographically based committee may be held jointly with a meeting of the board, pending the approval of the board itself. Any member of the organization in good standing shall be eligible (at the invitation of the board) to attend any meeting of the board or any committee - exclusive of special meetings of the board, with the exception of meetings in executive session to consider personnel matters or sensitive financial issues - but only members of the board itself shall have the right to vote in meetings of that body.

Section 2. Notice. Notice of the time and place of each regular and annual meeting of the general membership shall be mailed or e-mailed to each member at his or her residence (or other address designated in a written request to the secretary) at least 14 days before the day on which the meeting is to be held; notice shall be sent by regular mail to those who do not have e-mail. Notice of special meetings shall be by e-mail, telephone or fax at least seven days before the day on which the meeting is to be held. Notice of a meeting need not be given to any member who submits a waiver of notice (by mail or e-mail) whether before or after the meeting, or who attends the meeting without protesting the lack of notice prior to the meeting or at its start.

Section 3. Quorum. At all meetings of the board, one-half of the board then in office shall constitute a quorum for the transaction of business. Board members participating in a meeting by telephone and/or conference call shall be counted as present to establish a quorum. In the absence of a quorum, a majority of board members present may, without giving notice other than by announcement at the meeting, adjourn the meeting until a quorum is obtained. A quorum in votes taken by e-mail will be one-half of all current members of the board, within the time period specified by the member making the original proposal, but not less than three (3) or more than seven (7) days.

Section 4. Action by the Board of Directors. Any action taken by the board of directors may be taken without a meeting if a majority of the board consents in writing (by mail, e-mail, and/or fax) to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed in the archive of the proceedings of the organization.

ARTICLE V

Offices

Section 1. Number of Offices. The three chief offices of the corporation - chair, secretary, and treasurer - shall be elected by the board of directors. One person may hold only one office at any given time, and no instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

Section 2. Term of Office. The term of office held by an individual to any of the three offices mentioned above shall be determined by the board of directors.

Section 3. Chair. The chair of the board of directors:

1. shall preside at meetings of the board and/or of the general membership or of any chapter or committee as authorized by the board as a whole;
2. shall draft the agenda of the board meeting and shall distribute that draft agenda no less than one week before the meeting for comments and revision by members of the board;
3. shall also have such other powers and perform such other duties as the board may from time to time prescribe shall also have the authority to execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board, except as otherwise expressly provided by law, by the certificate of incorporation, or by these bylaws.

In the absence or inability to act of the chair, the board shall appoint a new chair.

Section 4. Secretary. The Secretary:

1. shall send or cause to be sent notices of meetings, shall keep or maintain minutes of all meetings of the board of directors and the committees and chapters of the organization, recording therein the time and place of holding, the names of those present or represented at the meeting, and the proceedings thereof;
2. shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
3. shall be the custodian of the records and of the seal of the corporation and shall affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation;
4. shall keep at the principal office of the corporation a membership roster containing the name and address of all members;
5. shall exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the bylaws, the membership roster, and the minutes of the proceedings of the board and the committees of the Association;
6. in general, shall perform all duties incident to the office of secretary and such other duties as may be required by law, by the certificate of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board.

1. shall supervise the handling of the corporation's assets, shall keep or cause to be kept complete and accurate accounts of the assets liabilities and transactions of the corporation;
2. shall render a detailed statement of the accounts of the corporation, at every annual meeting and whenever required by the board;
3. shall exhibit at all reasonable times the books of account and financial records to any member of the board, or to his/her agent or attorney, upon request thereof;
4. shall prepare or supervise preparation of financial statements to be included in any required reports;
5. in general, shall perform all duties incident to the office of treasurer and shall perform such other duties as shall from time to time be assigned by the board of directors or as may be required by law, by the certificate of incorporation of the corporation, or by these bylaws.

The board of directors, by a majority vote, will have the sole authority to authorize the disbursement of funds over $100.00, and it will appoint a finance committee (of not less than three and not more than seven members) to effect the appropriation; the signature of at least two of the three finance committee members will be required for any such appropriation. The finance committee will have the discretion to authorize the disbursement of funds up to $100.00, provided that committee members provide a timely written record of the transaction to the board. The chair of the finance committee shall hold the position of treasurer for purposes of external representation. No general member or board member shall disclose information about the financial status of the organization or any of its chapters without prior written approval by the board.

Section 6. Employees and Other Agents. The board of directors may from time to time appoint such agents as it shall deem necessary, each of whom shall hold office at the pleasure of the board, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the board may from time to time determine. NYAGRA paid staff (whether part-time or full-time) shall be supervised by a human resources and administration committee composed of members of the NYAGRA board. The board of directors as a whole shall have the sole authority to retain and to terminate the employment of any NYAGRA paid staff members (whether part-time or full-time). No paid staff member or employee shall be eligible for membership of the board as a voting member, and no board member shall be eligible for paid employment with the organization; however, at the discretion of the board (pending approval by majority vote), a full-time paid staff member may be granted ex officio (non-voting) membership of the board and/or access to the board's deliberations (including the e-mail listserve).

No individual in a long-term relationship or life partnership with a paid staff member shall be eligible for board membership, and should any such relationship develop between a NYAGRA employee and a NYAGRA board member during the employment of the paid staff member, the board member in question will be required to recuse him/herself from any discussions concerning the employee and to resign immediately from the board of directors. No individual who is currently in such a relationship with a paid employee of the corporation shall be eligible for board membership.

In the hiring of paid or unpaid staff (whether part-time or full-time), the organization will not discriminate on the basis of race, ethnicity, color, national origin, creed, religion, sex, gender, sexual orientation, gender identity or statement, disability, or veteran status. Furthermore, the organization will abide by all federal, state, and local anti-discrimination laws in employment and all of its other operations.

Section 7. External Representation. No general member or member of the board or employee may represent the organization in any capacity without the authorization of the board of directors. Furthermore, each member has an obligation to accurately characterize his/her position within the organization. However, these bylaws should not be interpreted as precluding a member of the board from making inquiries with external entities about possible opportunities for NYAGRA, without explicit advance authorization, if that individual makes it clear that s/he is not authorized to commit NYAGRA to any such action without first consulting the board and obtaining the needed authorization. Any general member or member of the board will be subject to expulsion from either the board and/or the general membership if s/he is guilty of misrepresenting his/her position within the organization and/or the organization, its mission or policies. Any paid staff member or employee will be subject to immediate termination if s/he is guilty of misrepresenting his/her position within the organization and/or the organization, its mission or policies or of any serious conflict of interest because of involvement with another transgender advocacy organization.

ARTICLE VI

Committees

Section 1. Membership. The board of directors may, by resolution at any meeting of the group, designate standing, ad hoc, and special committees. Any committee may include as full voting members such persons, whether or not members of the board, as the board shall determine, except that an executive committee shall consist only of board members.

Section 2. Local Chapters. The board shall be authorized to establish a local chapter in any city, county, borough, or region with a sufficient number of members to justify its formation. While local chapters will be encouraged to provide the board with input, it is the board that will have responsibility for organizational policy-making and for legislative initiatives undertaken under NYAGRA's auspices.

In cases in which action or activities by one local chapter could have an impact on the work of another, the former will have an obligation to consult with the latter, and the board will have the authority to resolve any dispute between the two. Special meetings of a local chapter to consider either organizational matters or legislative or political affairs shall require authorization by the board of directors as well as due notice to the entire membership of the local chapter.

Section 3. Standing Committees. A standing committee may have more than one chair, but at least one co-chair must be a member of the board. Committee chairs shall be elected by their respective committees, pending approval by the board.

Appointment to a committee will not be subject to any term limit, but will remain at the discretion of the board, which shall retain the authority to remove committee members and committee chairs when deemed necessary. As with the local chapters, standing committees will be encouraged to take the initiative and will be granted the degree of autonomy desirable for their effective operation, but will have an obligation to report regularly to the board and will defer to the ultimate authority of the board in decision-making and policy-making.

ARTICLE VII

Advocacy, Research, Education, and Cultural Activities

Section 1. Advocacy. The Association shall pursue its mission to end discrimination and violence based on gender identity and statement by engaging in advocacy on behalf of individuals as well as communities, whether with social service providers, private corporations, public agencies, or other organizations and institutions.

Section 2. Research. The Association shall engage in original research on gender issues such as discrimination and hate crimes against the differently gendered as well as disseminating gender-related research from other reputable sources.

Section 3. Education. The Association shall engage in education - broadly conceived - on issues of gender and transgender. Educational efforts may include the production of NYAGRA-sponsored publications and individual contributions to non-NYAGRA publications, speaking engagements, public forums, and workshops and training sessions on gender-related topics and other activities that advance the mission of the Association.

Section 4. Cultural Activities. An important component of the Association's advocacy and educational efforts will be the sponsorship and encouragement of cultural production such as public performances and exhibitions in various media that help educate the public on issues of gender and transgender.

ARTICLE VIII

Non-Liability, Indemnification, and Insurance

Section 1. Individual and Several Liability. Neither members of the board of directors or of the committees and chapters of the organization nor paid or unpaid staff shall be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 2. Indemnification. The corporation may indemnify any member of the board of directors against any matter or cause relating to or arising out of the performance of his/her duties in the manner and to the full extent provided by law. In particular, the corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, settlements, and reasonable expenses (including attorney's fees and disbursements) incurred by that person in connection with the proceeding if, with respect to the acts or omissions of the person complained of in the proceeding, that person:

1. has not been indemnified or insured by another organization for the same liability described in the preceding paragraph with respect to the same acts or omissions;
2. has acted in good faith;
3. in the case of a criminal proceeding, did not have reasonable cause to believe that the conduct was unlawful.

Failure to comply with this section shall not invalidate any contract or transaction to which this corporation is a party.

Section 3. Insurance. Except as otherwise provided by law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a member of the board, an officer, a paid or unpaid staff member, or a volunteer) against liabilities asserted against or incurred by that agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the certificate of incorporation, these bylaws, or provisions of law.

ARTICLE IX

Administration of the Corporation

Section 1. Office and Maintenance of Corporate Records. The office of the corporation shall be located at such site as the board of directors shall from time to time determine. The corporation shall keep at its principal office minutes of all board meetings and of all board committees, records of all financial transactions, a complete membership roster, and a copy of the corporation's certificate of incorporation and bylaws.

Section 2. Corporate Seal. The board of directors may adopt, use, and at will alter, a corporate seal, which shall be kept at the principal office of the corporation. The seal of the corporation shall be circular in form and shall bear the name of the corporation and words and figures showing that it was incorporated in the State of New York and the year of incorporation. Failure to affix the seal to a corporate instrument, however, shall not affect the validity of any such instrument.

Section 3. Fiscal Year. The fiscal year of the corporation shall be determined by the board of directors.

Section 4. Execution of Instruments. The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized by the working group, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 5. Disbursement of Funds. Except as otherwise specifically determined by a resolution of the board of directors, or as otherwise required by law, all checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the chair or by another member of the finance committee. Any disbursement of more than $1,000.00 will require an affirmative vote of not less than a majority of the board members then in office.

Section 6. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

Section 7. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the not-for-profit purposes of this corporation.

Section 8. Inspection Rights. Every general member of the organization in good standing shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind, including minutes and financial records, with one sole exception: addresses and phone numbers and other contact information from the membership roster and the board membership list shall remain confidential to protect the privacy of NYAGRA members.

Section 9. Prohibition Against Private Inurement. No part of the net earnings of this corporation or of its foundation or any other unit shall inure to the benefit of, or be distributable to, its general membership or board of directors or any of their individual members; to any officer, committee member, volunteer, or to any other private person; except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the mission of this corporation.

ARTICLE X

Dissolution

In the event that the dissolution of the corporation becomes necessary for legal, financial, or other reasons, the dissolution shall be made by a vote of two-thirds (2/3) of the board of directors and/or of the general membership, with advance written notice (by mail or e-mail) of sixty (60) days to either the board (if by board vote) or the general membership (if by a vote of the general membership) and with the vote taking place either at a meeting or by written ballot (by mail or e-mail). Following such a vote for dissolution, the board shall dispose of any and all physical and financial assets; any assets remaining after the payment of outstanding accounts shall be disbursed to charitable organizations with tax-exempt status under federal law, as determined by a majority vote of the board.

ARTICLE XI

Amendments

Section 1. Amendments. These by-laws may be amended by a vote of (2/3) of the board of directors then in office, whether taken in a meeting or in writing (including by e-mail), and the board of directors alone shall have the authority to amend the organization's by-laws.

Section 2. Construction and Terms. If there is any conflict between the provisions of these bylaws and the certificate of incorporation of this corporation, the provisions of the certificate of incorporation shall govern. Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding. All references in these bylaws to the certificate of incorporation shall be to the certificate of incorporation, certificate of organization, articles of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of the State of New York and used to establish the legal existence of this corporation. All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of the United States of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Section 3. Adoption of Bylaws. The current members of the board of directors, as the legal directors of this corporation, hereby adopt the foregoing bylaws, consisting of eleven (11) articles, as the bylaws of this corporation.

Appendix

Revisions to the bylaws (August 2001) adopted by the NYAGRA board of directors in March 2002

Original language:

Article III, Section 2. Election and Term of Office. Membership of the incoming board of directors shall be by an affirmative majority vote of the outgoing board at an annual meeting in January of each calendar year (an affirmative vote meaning 'yes,' and not including abstentions). Individuals who are general members in good standing and who are committed to the mission of the organization may be eligible for election to the board, which shall be for a set term of one year, with no limit on the number of terms that a member of the board may serve. In between annual meetings, new members may be voted into membership of the board by an affirmative vote of the majority of that body either at any meeting of the group or by written ballot (by mail or by e-mail), with their terms to end at the next annual meeting.

Any general member in good standing may nominate any individual who shares a commitment to the mission of the organization for election to the board, and nomination by one current member of the board (seconded by a current board member in good standing) shall be sufficient for that individual's name to be considered for election to the board at the next annual board meeting or through an interim election; that nomination must be made to the board in writing in advance no less than fourteen (14) days prior to the election in order for the nominee's name to be included on the written ballot. Current members of the board who wish to run for re-election must notify the board as a whole of their intentions in writing not less than fourteen (14) days prior to the election in which they intend to run.

The board may establish a nominating committee for purposes of evaluating candidates for election or re-election to the board, or it may act in that capacity as a committee of the whole, and it may make its recommendations known to the board at the time of the annual meeting.

New language (3.11.2002):

Article III, Section 2. Election and Term of Office. Membership of the incoming board of directors shall be by an affirmative majority vote of the current or outgoing board at an annual meeting, at a meeting specially designated by the board for such a vote, or by written ballot (by mail or e-mail).

Individuals who are general members in good standing and who are committed to the mission of the organization may be eligible for election to the board, which shall be for a set term of one year, with no limit on the number of terms that a member of the board may serve. In between annual elections, new members may be voted into membership of the board by an affirmative vote of the majority of that body either at any meeting of the board or by written ballot (by mail or by e-mail), with their terms to end at the next annual meeting or election.

Any full board member in good standing may nominate any individual who shares a commitment to the mission of the organization for election to the board, and nomination by one such current (full) member of the board (seconded by a current full board member in good standing) shall be sufficient for that individual's name to be considered for election to the board at the next annual board meeting or through an interim election; that nomination must be made to the board in writing in advance no less than fourteen (14) days prior to the election in order for the nominee's name to be included on the written ballot. Current members of the board who wish to run for re-election must notify the board as a whole of their intentions in writing not less than fourteen (14) days prior to the election in which they intend to run.

The board may establish a nominating committee (composed solely of current board members) for purposes of evaluating candidates for election or re-election to the board, and it may make its recommendations known to the board at the time of the election; or the full board may act in that capacity as a committee of the whole.

Officers shall be elected by a majority of the board at the annual meeting at which the board is elected. An interim officer may be elected by the board upon the resignation or removal of an officer to serve the remainder of the outgoing officer's term.

Original language:

Article III, Section 4. Removal of a Member of the Board of Directors. Any member of the board may be removed, with cause, by a two-thirds (2/3) majority of the board then in office at a special meeting called for that purpose or at any meeting at which that removal is included in an agenda sent to members of the board with at least 30 days advance notice by registered mail to the last known address of the individual concerned; at the discretion of the full board, that action may be taken by written ballot (by mail or by e-mail) without a formal meeting, if so agreed by a majority of board members then in office, given 30 days advance notice (by e-mail) to the entire board (including the member in question). Any member of the board may be removed by a two-thirds (2/3) majority of the board at any annual meeting based on a proposal from one board member in good standing that is seconded by at least one other board member in good standing.

Such cause may include (but is not limited to) breach of his/her fiduciary obligation to the corporation, violation of these bylaws, or serious misconduct in that individual's capacity as a member of the board or of the organization or conduct prejudicial to the interests of the corporation. Should the board member in question be currently employed as paid staff at the time, the above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board relating to the employment of any agent of the corporation.

A meeting of the general membership may be called by a quorum of the general membership upon written request (by mail or by e-mail) to the board not less than fourteen (14) days before the proposed meeting. A quorum for such purposes will be not less than twenty (20) percent of the general membership or twenty-five (25) general members, whichever is the smaller.

A member of the board whose removal is subject to discussion will be notified of the discussion of that proposed action no less than 14 days before the vote is taken and will have the right to appear at the meeting the action is taken (if a formal meeting is held) or to respond directly by mail or e-mail if the vote is taken by written ballot. Any such individual removed from the board will be notified by the board within five days of that action, with a written explanation for the decision. In addition, any member of the board who has reason to believe that another board member or of a committee has been guilty of gross negligence or misconduct may call for the immediate suspension of that member either by e-mail or at any meeting without advance notice to the member whose conduct is in question; a simply majority vote of the board will be sufficient to suspend that individual for a period of up to six weeks, during which time the individual in question will have the opportunity to respond in person or in writing to the allegations against him/her.

New language (3.11.2002):

Article III, Section 4. Removal of a Member of the Board of Directors.

The board of directors shall have sole authority to remove a member of the board. Any member of the board may be removed, with cause, by a two-thirds (2/3) majority of the board then in office in one of three ways:

4. at a special meeting called by the board for that purpose
5. at any board meeting at which that removal is included in an agenda sent to members of the board with at least 7 days advance
6. by written ballot (by mail or by e-mail) by the board without a formal meeting

Such cause may include (but is not limited to) breach of his/her fiduciary obligation to the corporation, violation of these bylaws, or serious misconduct in that individual's capacity as a member of the board or of the organization or conduct prejudicial to the interests of the corporation.

The board may vote to hold a discussion on removal of the board member. If a majority of the board votes in favor of discussion, that discussion will be limited to seven days from the date of the motion to the final vote. And the removal of the board member will become effective immediately upon conclusion of the vote. The board will immediately notify the board member of the removal, and the removal from the board listserve will also be automatic upon the conclusion of the vote. Upon the conclusion of the vote, the board member who is removed must immediately transfer all authority to one of the two co-chairs.

Original language:

Article III, Section 5. Removal from the General Membership. Any general member may be removed for cause by a vote of two-thirds (2/3) of the general membership at a meeting of the general membership (including the annual meeting), following a motion from one general member in good standing seconded by another general member in good standing.

New language (3.11.2002):

Article III, Section 5. Removal from the General Membership. Any general member may be removed for cause by a vote of two-thirds (2/3) of the board of directors, following a motion from one board member in good standing seconded by another board member in good standing.

Original language:

Article V, Section 6. Employees and Other Agents. The board of directors may from time to time appoint such agents as it shall deem necessary, each of whom shall hold office at the pleasure of the board, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the board may from time to time determine. Any individual appointed executive director shall have the right to attend meetings of the board as a non-voting ex-officio member of that body. In the hiring of paid or unpaid staff, the organization will not discriminate on the basis of race, ethnicity, color, national origin, creed, religion, sex, gender, sexual orientation, gender identity or statement, disability, or veteran status. Furthermore, the organization will abide by all federal, state, and local anti-discrimination laws in employment and all of its other operations.

New language (3.11.2002):

Article V, Section 6. Employees and Other Agents. The board of directors may from time to time appoint such agents as it shall deem necessary, each of whom shall hold office at the pleasure of the board, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the board may from time to time determine. NYAGRA paid staff (whether part-time or full-time) shall be supervised by a human resources and administration committee composed of members of the NYAGRA board. The board of directors as a whole shall have the sole authority to retain and to terminate the employment of any NYAGRA paid staff members (whether part-time or full-time). No paid staff member or employee shall be eligible for membership of the board as a voting member, and no board member shall be eligible for paid employment with the organization; however, at the discretion of the board (pending approval by majority vote), a full-time paid staff member may be granted ex officio (non-voting) membership of the board and/or access to the board's deliberations (including the e-mail listserve).

No individual in a long-term relationship or life partnership with a paid staff member shall be eligible for board membership, and should any such relationship develop between a NYAGRA employee and a NYAGRA board member during the employment of the paid staff member, the board member in question will be required to recuse him/herself from any discussions concerning the employee and to resign immediately from the board of directors. No individual who is currently in such a relationship with a paid employee of the corporation shall be eligible for board membership.

In the hiring of paid or unpaid staff (whether part-time or full-time), the organization will not discriminate on the basis of race, ethnicity, color, national origin, creed, religion, sex, gender, sexual orientation, gender identity or statement, disability, or veteran status. Furthermore, the organization will abide by all federal, state, and local anti-discrimination laws in employment and all of its other operations.

Original language:

Article V, Section 7. External Representation. No general member or member of the board may represent the organization in any capacity without the authorization of the board or the general membership. Furthermore, each member has an obligation to accurately characterize his/her position within the organization. However, these bylaws should not be interpreted as precluding a member of the board from making inquiries with external entities about possible opportunities for NYAGRA, without explicit advance authorization, if that individual makes it clear that s/he is not authorized to commit NYAGRA to any such action without first consulting the board and obtaining the needed authorization. Any general member or member of the board will be subject to expulsion from either the board and/or the general membership if s/he is guilty of misrepresenting his/her position within the organization and/or the organization, its mission or policies.

New language (3.11.2002):

Article V, Section 7. External Representation. No general member or member of the board or employee may represent the organization in any capacity without the authorization of the board of directors. Furthermore, each member has an obligation to accurately characterize his/her position within the organization. However, these bylaws should not be interpreted as precluding a member of the board from making inquiries with external entities about possible opportunities for NYAGRA, without explicit advance authorization, if that individual makes it clear that s/he is not authorized to commit NYAGRA to any such action without first consulting the board and obtaining the needed authorization. Any general member or member of the board will be subject to expulsion from either the board and/or the general membership if s/he is guilty of misrepresenting his/her position within the organization and/or the organization, its mission or policies. Any paid staff member or employee will be subject to immediate termination if s/he is guilty of misrepresenting his/her position within the organization and/or the organization, its mission or policies or of any serious conflict of interest because of involvement with another transgender advocacy organization.

Original language:

Article VI, Section 2 Local Chapters. The board shall be authorized to establish a local chapter in any city, county, borough, or region with a sufficient number of members to justify its formation. Each such local chapter will be self-governing within the limits of policies established by the board and/or the general membership. Meetings of one local chapter will not take precedence over those of any other. While local chapters will have primary responsibility for legislation and action within their geographic domain, it is the board - subject to consultation with the general membership - that will have ultimate policy-making authority for policy-making within the organization, and it will be the responsibility of each of the chapters and their committees to report fully to the board their actions and activities. Conversely, the board will respect and encourage the autonomy of each of the local chapters to the extent that such autonomy serves the interests of the organization and the advancement of its mission.

Put in other terms, policy on legislation and action at the state level will be made by the board of directors, while policy on legislation and action at the county, city, or borough level will be the joint responsibility of the members of the respective local chapter and the board, with the board exercising oversight and overall policy-making authority. In cases in which action or activities by one local chapter could have an impact on the work of another, the former will have an obligation to coordinate with the latter, and the board will have the authority to resolve any dispute between the two.

New language (3.11.2002):

Article VI, Section 2. Local Chapters. The board shall be authorized to establish a local chapter in any city, county, borough, or region with a sufficient number of members to justify its formation. While local chapters will be encouraged to provide the board with input, it is the board that will have responsibility for organizational policy-making and for legislative initiatives undertaken under NYAGRA's auspices.

In cases in which action or activities by one local chapter could have an impact on the work of another, the former will have an obligation to consult with the latter, and the board will have the authority to resolve any dispute between the two. Special meetings of a local chapter to consider either organizational matters or legislative or political affairs shall require authorization by the board of directors as well as due notice to the entire membership of the local chapter.

Original language:

Article XI, Section 1. Amendments. These by-laws may be amended at any meeting of the general membership by a vote of two-thirds (2/3) of the entire membership, or at an annual meeting by two-thirds (2/3) of the general membership, or by a vote of (2/3) of the board of directors then in office.

New language (3.11.2002):

Article XI, Section 1. Amendments. These by-laws may be amended by a vote of (2/3) of the board of directors then in office, whether taken in a meeting or in writing (including by e-mail), and the board of directors alone shall have the authority to amend the organization's by-laws.