Bylaws

Blind LGBT Pride International Bylaws

 

ARTICLE 1 – NAME, GOVERNANCE AND AFFILIATION

Section 1.01: Name

The name of this Organization shall be Blind LGBT Pride International, hereinafter referred to as BPI or the Organization.

 

Section 1.02: Governance

This Organization shall be a member-governed Organization as defined in §29-401.50(a) of the District of Columbia Nonprofit Corporation Act of 2012, hereinafter the District of Columbia Nonprofit Code.

 

Section 1.03: Nondiscrimination and Cultural Humility

BPI embraces the principles of non-discrimination and cultural humility.

 

Section 1.04: Cultural Humility Statement

Cultural Humility involves:

  • Self-Awareness – Awareness of one’s own cultural world view and one’s response to the cultural identities and experiences of others.
  • Exposure – continual engagement with persons from various cultures, histories and worldviews to gain mutual enlightenment.
  • Attitude – Interacting with all people as if their rights, health, safety, well-being, happiness and overall human experience is as important as our own.
  • Skills – Engage with each person about their personal experiences by making time for them, being present and open and listening with acceptance and respect.

BPI affirms the dignity and worth of all individuals, families, and communities, and their unique and diverse cultural perspectives. Culture includes all aspects of an individual’s experience, including but not limited to race, ethnicity, national origin, sexual orientation, gender, gender identity, religion, age, socio-economic class, disability status, immigration status, education, and geographic location – rural, urban, suburban.

 

ARTICLE 2 – PURPOSES

The purpose of BPI is to offer advocacy, education, programs, alliances and support for persons who are blind or low vision and who identify as members of the lesbian, gay, bisexual, transgender, queer and/or questioning, intersex and asexual and/or ally, hereinafter LGBTQUIA+, community.

 

ARTICLE 3 – OFFICES AND REGISTERED AGENT

Section 3.01: Offices

The principal office of the Organization shall be located within or without the District of Columbia at such place as the Board of Directors shall from time to time designate. The Organization may maintain additional offices at such other places within or without the District of Columbia as the Board of Directors may designate.

 

Section 3.02: Registered Agent

The Organization shall designate a person or entity to serve as the registered agent for the District of Columbia. The Board of Directors may change the registered agent from time to time.

 

ARTICLE 4 – INDIVIDUAL AND AFFILIATE MEMBERSHIP

Section 4.01: Classes of Membership

This Organization shall have voting members and is authorized to have categories of non-voting members. The requirements for voting members shall be as stated in Section 4.03 of these Bylaws. The Board may establish requirements and qualifications for non-voting members or classes of non-voting members subject to the approval of the membership at an annual meeting.

 

Section 4.02: Availability

Upon compliance with the requirements of Section 4.03 of these Bylaws, voting membership shall be available to all persons eighteen years of age or over who support the purposes of this Organization, provided however that at all times, the majority of the voting membership shall be blind or visually impaired persons who identify as members of the LGBTQIA+ community.

 

Section 4.03: Requirements for voting Membership

Voting membership shall be conferred in this Organization upon the payment of dues. The dues for all classes of members shall be in such amounts as may be established by the Board of Directors, given that the BPI membership shall have been provided a minimum of forty-five (45) days notice of any impending change. The BPI membership shall be provided with an opportunity to comment to the entire Board of Directors on such proposed change before a vote is taken, subject to policies established by the Board. The Board shall, when appropriate, also require that prospective members submit such other information as is, or may be, necessary to comply with legally mandated corporate governance and/or record keeping requirements.

 

Section 4.04: Rights of Members

Each member who has paid their membership dues by the record date shall be considered a member in good standing and shall be eligible to cast one vote on those matters set forth in these Bylaws or on which the District of Columbia Nonprofit Code requires the approval of the members. The record date to determine which members are entitled to vote at a meeting of the membership shall be five (5) days before the first notice of such meeting is given to members.

 

ARTICLE 5 – OFFICERS AND DIRECTORS

Section 5.01: Officers

The Officers of BPI shall be the President, the Vice President, the Secretary, the Treasurer and the Immediate Past President.

 

  • The President, Vice President, and Secretary shall be elected for terms of two (2) years and shall not be eligible to serve for more than three (3) consecutive terms in the same office.

 

  • The Treasurer shall be elected for terms of two (2) years and there shall be no term limits.

 

  • The Officers shall stand for election in even-numbered years beginning with the passage of these Bylaws.

 

Section 5.02: Directors

(1) BPI shall elect four (4) Directors for terms of two (2) years. No member shall be eligible to serve for more than three (3) consecutive terms as a Director.

 

(2) The Directors shall stand for election in odd-numbered years beginning with the passage of these Bylaws.

 

Section 5.03: Board of Directors

The Officers and Directors shall constitute the Board of Directors of this Organization, (hereinafter the Board). All Officers shall be considered to be Directors as that term is used in the District of Columbia Nonprofit Code.

 

Section 5.04: Individual Duties of Board Members

Except as may be otherwise specified in the Articles of Incorporation or these Bylaws, the powers, duties, and responsibilities of the President, Vice President, Secretary, and Treasurer shall be such as are prescribed in the parliamentary authority adopted by this Organization or as may be specifically prescribed or mandated by the District of Columbia Nonprofit Code. The duties of the remaining Board members shall be such as may be determined by the Board of Directors or the BPI membership.

 

Section 5.05: Eligibility for Board Service

  • Candidates for any office on the Board shall have been members of BPI for at least one calendar year before election.

 

  • The President, Vice President and a majority of the Board of Directors shall be blind or visually impaired and LGBTQIA+.

 

  • All Officers and Directors shall serve in no more than one (1) Board position at a time while serving on the BPI Board of Directors.

 

Section 5.06: Partial Terms

Any period of time served in office which is less than half a term, whether occurring by election or appointment to complete an unexpired term, shall not be counted as a term served. All incumbents shall continue serving in the offices to which they have been elected or appointed until their successors are elected and take office.

 

Section 5.07: Election and Tenure

  • The election of Officers and Directors shall take place during an annual meeting. Those who are members of BPI as of the record date (five (5) days prior to notice of the election) shall be eligible to vote.

 

  • Officers and Directors will be elected by a plurality of the members present at the meeting.

 

  • November shall be the month of the annual election unless otherwise rescheduled by the Board of Directors.

 

  • Except in cases where persons join the Board to fill vacancies, the term of service for all Officers, Directors, or Appointees shall begin on the immediate January 1 after the election and shall end at the close of December 31 in the year that elects and qualifies their successors.

 

ARTICLE 6 – POWERS OF THE BOARD OF DIRECTORS, MEETINGS, QUORUM, AND FILLING OF VACANCIES

Section 6.01: Authority and Powers

The Board of this Organization shall have such authority and exercise such powers as are mandated or permitted by the DISTRICT OF COLUMBIA Nonprofit Code except as may be further limited by these Bylaws, or, to the extent legally permissible, the BPI membership. The Board shall function as the governing body of this Organization between annual membership meetings and shall not adopt any position nor take any action in conflict with any prior positions, policies, or decisions adopted by the BPI membership.

 

Section 6.02: Annual, Regular and Special Meetings

BPI shall hold an annual meeting of its Board of Directors for the transaction of such business as may properly come before the meeting. The annual meeting of the Board shall be held after the annual meeting of the members as provided for in Section 5.07 (3), at such place and at such time as determined by the Board of Directors. The Organization may hold other regular, open meetings of the Board in accordance with a schedule to be published to the membership. Unless the Articles of Incorporation, the Nonprofit Code or these Bylaws provide otherwise, any business may be considered at the annual or any other regular meeting of the Board without such business having been specified in the notice for such meeting. Failure to hold an annual meeting does not invalidate the Organization’s existence or affect any otherwise valid corporate acts. Special meetings of the Board may also be called at the discretion of the President or at the request of any three (3) Board members.

 

Section 6.03: Notice of Meetings

NO notice of meetings shall be required for regularly scheduled Board meetings beyond the published schedule required by Section 6.02 of these Bylaws. Notice of any special Board meeting shall be given no less than three (3) days prior to the date on which such meeting is scheduled to occur except in emergency circumstances as defined in the DISTRICT OF COLUMBIA Nonprofit Code, in which case the above-stated notice requirement shall be superseded by the Code. Notices of any special meeting need not specify the purpose for which the meeting has been called except that notice of intent to remove a Director shall always be given in the case of any regular or special meeting at which such action is contemplated.

 

Section 6.04: Participation

The Board may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means shall be considered to be present in person at the meeting.

 

Section 6.05: Quorum and Action by Directors.

A majority of the Members of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special Board meeting. Unless the Articles of Incorporation, the Nonprofit Code or these Bylaws require a greater proportion, the action of a majority of the Voting

Members of the Board present at a meeting of the Board at which a quorum is present shall constitute action of the Board of Directors.

 

Section 6.06: Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent setting forth the action to be taken is signed by each Director of the Board of Directors and filed with the minutes of proceedings of the Board of Directors.

 

Section 6.07: Filling of Vacancies

  • A vacancy occurs when the incumbent in any Officer or Director position dies, becomes incapacitated, resigns, or is removed in accordance with Section 6.08 of these Bylaws or the DISTRICT OF COLUMBIA Nonprofit Code.

 

  • In the case of a vacancy in the President’s position, regardless of the amount of time remaining in the term of office, the duties and responsibilities of the President shall be immediately assumed by the Vice President who shall continue serving as President for the remainder of the term. In the case of a vacancy occurring in any other position, (including that of the Vice Presidency under the circumstance just described), the President may appoint, with approval by the affirmative vote of a majority of all Members on the Board, whether or not sufficient to constitute a quorum, any BPI voting member to fill the position until the next scheduled election occurs, at which time the members shall elect an individual to fill the unexpired term of the Director whose resignation or removal created the vacancy on the Board.

 

  • Even if these vacancies are filled by Presidential appointment with Board approval, they are elected Board positions.

 

Section 6.08: Removal or Resignation of Directors

(In this section, the term Directors will also include Officers.)

 

  • The members may remove any Director, with or without cause, at the annual or special meeting of the members, by the affirmative vote of two-thirds (2/3) of the members present at the meeting, provided a quorum is present. The notice of the meeting at which the removal of a Director is to be considered must state that one of the purposes of the meeting is to vote on the removal of the Director.

 

  • The Board of Directors, by the affirmative vote of two-thirds (2/3) of all Members on the Board, may remove a Director who:

 

  • Has been declared of unsound mind;

 

  • Has been convicted of a felony;

 

  • Has been found by a final court order to have breached a duty as a Director;

 

  • Has ceased to be a member in good standing of BPI, or

 

  • Has missed three (3) or more regular Board meetings in any twelve month period without being excused.

 

  • A Director may resign at any time upon written notice to the President, Secretary or any other Officer of the Organization. Such resignation shall take effect on the date the notice was delivered to the President, Secretary or other Officer, unless the notice specifies a later effective date not to exceed thirty (30) days.

 

  • A Director appointed by the Board to fill a vacancy shall serve until the next annual election. The Board of Directors may remove any Director appointed pursuant to this Section, with cause, by the affirmative vote of two-thirds (2/3) of all Members on the Board.

 

ARTICLE 7 – MEMBERSHIP MEETINGS

 

Section 7.01: Annual Meeting

This Organization shall hold an annual meeting to conduct such business as may be required by the DISTRICT OF COLUMBIA Nonprofit Code and for such other business as the membership may wish to have considered at such meeting. Failure to hold an annual meeting does not invalidate the

Organization’s existence or affect any otherwise valid organizational acts.

 

Section 7.02: Special Meetings

Special membership meetings may be called by the President, the Board of Directors, or upon the request of ten percent (10%) of the voting members of this Organization as determined from the date prior to that on which the first request for such meeting was made.

 

Section 7.03: Record Date

The record date shall be the date as of which the Organization shall determine who is a member in good standing and eligible to vote at the meeting of the members. The record date for an annual meeting of the members shall be the date that is five (5) days prior to the date notice of the annual meeting is to be given. The record date for a special meeting of the members called by the President or the Board of Directors shall be five (5) days prior to the date notice of the special meeting is to be given. The record date for a special meeting called by 10% of the members shall be the date the first member in good standing signs the petition. The determination of who is a member in good standing eligible to vote shall be made by the Secretary, in consultation with the Treasurer and Membership Chair, as of the close of business on the record date.

 

Section 7.04: Notice of Meetings

(1)The Organization shall give notice to the members entitled to vote of the date, time, and place of each annual or special meeting of the members. The notice shall be given at least 45 days before the annual meeting date and at least 10 days in the case of a special meeting.

  • Notice is given when it is delivered personally to the member, left at the member’s residence or usual place of business, or sent by facsimile or e-mail, or, in the alternative, by U.S. mail to the member’s address as it shall appear on the records of the Organization.
  • Notwithstanding the foregoing, a member may waive notice of any meeting of the members by written statement filed with the Secretary, or by oral statement at any such meeting. Attendance at a meeting of the members shall also constitute a waiver of notice, except where a member states that they are attending solely for the purpose of objecting to the conduct of business because the meeting was not lawfully called or convened. Any meeting of the members may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by general announcement.

 

Section 7.05: Quorum

Except as otherwise provided in the Nonprofit Code, the Articles of Incorporation or these Bylaws, fifteen (15) percent of the votes of members entitled to vote shall constitute a quorum.

 

Section 7.06: Conduct of Meeting

The President shall preside at each meeting of members. The President shall determine the order of business and has the authority to establish rules for the conduct of the meeting. The President shall announce at the meeting when the polls close for each matter voted upon by the members. After the polls close, no ballots or votes, nor any otherwise permissible revocations or changes to a member’s vote may be accepted. Each member is entitled to one vote. A member may not vote by proxy.

 

Section 7.07: Voting

Except as otherwise provided in these Bylaws, all issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. There shall be no cumulative voting.

 

Section 7.08: Meeting by Conference Telephone

Members of the Organization may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear one another, vote on matters submitted to the members, pose questions and make comments. Participation in a meeting by these means constitutes presence in person at a meeting.

 

Section 7.09: Action by Recorded Ballot

  • Any action required or permitted to be taken at an annual or special meeting of the members may be taken without a meeting, if the Organization delivers a ballot to every member entitled to vote on the matter.
  • The ballot must be inscribed on a tangible medium or stored in an electronic or other medium that is retrievable in a perceivable form and sent by personal delivery to the member, left at the member’s residence or usual place of business, sent by facsimile or e-mail, or, in the alternative, by U.S. mail to the member’s address as it shall appear on the records of the Organization. The ballot must:
  • set forth each proposed action;
  • provide for an opportunity to vote for, or withhold a vote for, each candidate for election as a Director; and
  • provide an opportunity to vote for or against any other proposed action.

(3) Any measure voted on by ballot, other than the election of Directors, will be considered approved by the members only if:

  • the number of votes cast equals or exceeds the quorum required for a meeting authorizing the action; and
  • the number of affirmative votes cast equals or exceeds the number of affirmative votes that would be needed to approve the matter at a meeting assuming the number of members voting at the meeting was equal to the number of ballots cast. The election of a Director is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting electing Directors, and the Director receives a plurality of the votes cast.

(4) The solicitation for votes by ballot must:

  • indicate the number of responses needed to meet the quorum requirements;
  • state the percentage of approvals necessary to approve each matter other than election of Directors; and
  • specify the time by which a ballot must be received by the Organization in order to be counted. A ballot may be validly cast by returning a written ballot to the Organization with the member’s vote recorded on the ballot or by using an electronic, telephonic or other medium that is retrievable in a perceivable form and which is designated by the Organization for casting the ballot. Once cast, a ballot may not be revoked.

 

Section 7.10: Auditing of Voting Results

For all votes conducted pursuant to Sections 5.07 and 7.07 (Board election) and 10.01 (Bylaws amendment) of these Bylaws, the Board shall designate a disinterested non-member to serve as an auditor who shall certify the result of any vote in a sworn statement which shall be retained in this Organization’s records.

 

ARTICLE 8 – COMMITTEES

 

Section 8.01: Classes and Types of Committees

 

Committees in this Organization shall be of two classes: Board and advisory. The establishment of any Board committees together with their powers, functions, and responsibilities shall be governed in accordance with a Board policy. Both Board and advisory committees may be designated as either standing or special committees. The Board of Directors shall have the authority to establish any standing or special advisory committees deemed necessary or desirable to facilitate the transaction of business. The membership of any advisory committee shall be restricted to voting members of this Organization, and such committees shall have only those powers and responsibilities as shall have been specified in the motions or resolutions pursuant to which they were established. The President shall be an ex officio voting member of all committees except the Elections committee. In all cases, a committee may seek the advice of persons recognized as having particular expertise on any matter properly before it for consideration, but such persons shall not participate beyond providing the advice or guidance solicited.

 

Section 8.02: Board Committees

 

  • The Board of Directors, by the affirmative vote of a majority of all voting members on the Board, may establish one or more standing committees comprised of two (2) or more Directors. The Board of Directors may delegate to these committees any of the powers of the Board of Directors, except as limited by the DISTRICT OF COLUMBIA Nonprofit Code.

 

  • The President of the Board of Directors shall appoint the Chair and the members of each committee, subject to the approval by the affirmative vote of a majority of all Members on the Board. Each committee shall adopt rules of procedure for its business that are consistent with Section 6.03 of these Bylaws. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if a unanimous written consent that sets forth the action is signed by each member of the committee and filed with the minutes of the committee. Committees may conduct meetings by teleconference or via the use of similar communications technology in accordance with the provisions of Section 6.04 of these Bylaws.

 

Section 8.03: Special Board Committees

The Board of Directors may appoint one or more special committees for such special tasks as circumstances warrant. Such special committees shall limit their activities to the accomplishment of the task for which they are created and appointed and shall have no power to act except such as is specifically conferred by action of the Board of Directors.

 

Section 8.04: Advisory Committees.

  • The Board of Directors may authorize the formation of advisory committees. The advisory committees shall have such functions and responsibilities as specified by the Board of Directors, provided, however, that the Board of Directors may not delegate any of its power, authority or functions to any advisory committee. Members of an advisory committee need not be Directors. Each advisory committee may adopt rules of procedure for the conduct of business that are consistent with Section 6.03 of these Bylaws and with the rules adopted by the Board of Directors.

 

  • The President shall appoint the Chair of each advisory committee. The Chairpersons of the advisory committees shall appoint their committee members. A majority of the members of an advisory committee shall constitute a quorum for the transaction of business. Advisory committees may conduct meetings by teleconference or via the use of similar communications technology in accordance with the provisions of Section 6.04 of these Bylaws.

 

Section 8.05: Reporting

 

Each committee shall report to the Board of Directors, to the BPI membership at annual meetings, and/or through publications of BPI, on a needs basis or as directed by the President or Board of Directors.

 

Section 8.06: Standing Committees

Section 8.06.1: Legislative and Advocacy

The Committee shall develop and implement strategies, follow and report on legislative issues, educate membership and develop partnerships related to matters encountered by the blind or visually impaired and LGBTQIA+ community. The Committee shall be an advisory committee.

 

Section 8.06.2: Finance

The Committee, Chaired by the Treasurer, shall develop an annual budget for approval by the Board of Directors. The Committee shall be a board committee.

 

Section 8.06.3: Bylaws and Resolutions

The Committee shall research, propose, initiate and educate the BPI membership as to best nonprofit practices. After the affirmative passage of amendments, the Committee shall implement changes to these Bylaws and publish to the membership. The Committee shall serve as subject matter experts to the Board of Directors. The Committee shall be responsible for the drafting of and implementation of resolutions for the organization. The Committee shall be an advisory committee.

 

Section 8.06.4: Fundraising

The Committee shall research and implement fundraising projects that promote the purpose(s) of the organization. The Committee shall be an advisory committee.

 

Section 8.06.5: Membership

The Committee shall sustain the organization’s member base by researching, developing and implementing strategies to retain and grow the organization’s membership. The Committee shall be an advisory committee.

 

Section 8.06.6: Elections

The Committee shall develop and implement the nominating and elections process in accordance with these Bylaws. The Committee shall recommend board policy relating to any election of officers and directors as well as voting for amendments to these Bylaws. The Committee shall be an advisory committee.

 

Section 8.06.7: Events

The Committee shall develop and implement BPI’s presence at external events and develop and implement internal BPI events. Composed of External Events and Internal Events sub-committees. The Committee shall be an advisory committee.

 

Section 8.06.8: Public Relations

The Committee shall represent the organization to the community; enhance the organization’s image, including communications with the press; and oversee the development and implementation of the organization’s Web site and publications (e.g., social media and podcasts). Composed of Web Site, Social Media, and Pride Connection (podcast)sub-committees. The Committee shall be an advisory committee.

 

ARTICLE 9 – FINANCIAL MATTERS

Section 9.01: Receipts and Disbursements

All funds, except those with specific instructions, received by BPI from dues and other sources shall be paid into a general fund, and all disbursements from the general fund must have the approval of the Board of Directors, unless such disbursements are authorized by way of the annual budget of BPI. Disbursements that exceed any specified limit must have prior approval of the Board of Directors with the exception of emergencies in which case the expenditure shall be submitted to the Board for ratification by the affirmative vote of a majority of all members on the Board.

 

Section 9.02: Reimbursement

All persons incurring expenses in connection with any activity or function undertaken on behalf of this Organization shall be entitled to be reimbursed for any actual costs incurred, up to a specified amount, where such activity or function and expenditure has been expressly authorized by prior action of the Board. Reasonable reimbursement may be permitted in all other circumstances at the discretion of the Board.

 

ARTICLE 10 – AMENDMENTS

Section 10.01: Amendments

These Bylaws may be amended by a two-thirds (2/3) affirmative vote of those present and voting at any annual or special meeting of the membership at which a quorum is present, provided further that:

 

  • the proposed amendment or amendments have been published to the membership in an accessible format or media no less than forty-five (45) days before the date on which such amendment or amendments are to be considered;

 

  • the amendment(s) have been submitted to the Bylaws Committee no less than seventy-five (75) days before the date on which such amendment or amendments are to be considered.

 

Section 10.02: Effective Date

Amendments to these Bylaws shall become effective immediately upon adoption unless:

 

  • the amendment itself, or by proviso attached thereto, contains language specifying another effective date; or,

 

  • the amendment, by its terms, specifies that it becomes effective upon the occurrence of a future event or circumstance.

 

ARTICLE 11 – MISCELLANEOUS

Section 11.01: Parliamentary Authority

The most recent edition of Robert’s Rules of Order, Newly Revised, shall serve as the parliamentary authority for this Organization in all cases to which it may be applicable and is not otherwise in conflict with the Articles of Incorporation, these Bylaws, or the requirements of any statutes to which this Organization is properly subject.

 

Section 11.02: Fiscal Year

The fiscal year of the Organization shall be the twelve calendar month period ending December 31 in each year.

 

Section 11.03: Emergency Powers

In the circumstance where a quorum of the Board of Directors cannot readily be assembled because of some catastrophic event, this Organization is expressly authorize to exercise emergency powers as permitted by the District of Columbia Nonprofit Code.

 

Section 11.04: Maintenance of Tax Exempt Status

This Organization shall not carry on any activities not permitted to be carried on:

 

  • by any Organization exempt from federal income tax under §501(c)(3) of the Internal Revenue Code of 1986, or

 

  • by any Organization to which contributions are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1986. Upon the termination, dissolution or final liquidation of this Organization in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the Organization shall be distributed to, and only to, one or more Organizations to carry out the objectives and purposes stated in the Articles of Incorporation of this Organization, provided that such organizations are organized and operated exclusively for charitable or educational purposes as shall, at the time, qualify as exempt organizations under Section 501(c)(3) of the Code. In the event that no such organizations exists, the assets shall be distributed to such other organization or organizations as shall, at the time, qualify as exempt organizations under Section 501(c)(3) of the Code. In no event shall any of such assets or property be distributed to any member, Director or officer, or any private individual.

 

Section 11.05: Dissolution of Organization

A two-thirds (2/3) vote of the members present and voting at an annual or a special called meeting shall be required to dissolve this Organization. BPI shall then give the Secretary of the District of Columbia notice in the form of a record that it intends to dissolve.

 

Section 11.06: Interpretative Guidance

In these Bylaws, references to specific provisions of any statute shall be construed to include the corresponding provisions of any future statutes addressing, or having a bearing on, the subject matter of the original citations. Any provisions of these Bylaws shall be null and void if they are ever determined to be, or subsequently become, inconsistent with any applicable provision of law to which this Organization is properly subject. In the case of any such occurrence, these Bylaws shall be amended at the earliest opportunity to resolve such conflict.

 

Section 11.07: PROVISO

The adoption of these Bylaws supersedes and replaces all other governing instruments previously adopted by this Organization. The Secretary, or person or persons responsible for preparing this document for presentation, publication, or distribution are hereby authorized to make such technical, editorial, and/or conforming changes as may be necessary without in any way changing the intent of the original wording contained herein.

 

Effective Date: These Bylaws shall be effective as of the date they are adopted by the BPI membership. (adopted May 29, 2025)