bylaws

BYLAWS OF NOLOSE, Inc.

ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be NOLOSE, Incorporated. The acceptable methods of writing the name are:

• NOLOSE, Inc.
• NOLOSE
• nolose, inc.
• nolose

Section 2: NOLOSE is organized specifically to end the oppression of fat people and create vibrant fat queer culture and community. In the activist and empowerment work that we do, we envision a world:

• that is accessible to fat people and reflective of us.
• that is without fat discrimination, hatred or prejudice.
• where fat people are empowered to create positive change in ourselves and in our communities.
• where beauty, morality, health, humor and fashion are divorced from size and shape and all bodies are celebrated.
• where fighting fat phobia is seen as integrally linked to other social justice issues such as the women's movement, anti-racist and anti-imperialist struggles of people of color at home and around the world, queer and transgender movements, class struggle, disability rights movements and more.
• where all people have a right to basic human rights as well as joy, sensuality and self-determination.
• and where the diet industry closes up shop as the world sees their products for the oppressive and ineffective scams they are.

Section 3: SECTION 4. Authorization to receive monies.

NOLOSE, Inc. shall solicit and receive from the public and other governmental sources, gifts, grants, contributions, bequests, devises, and the income and proceeds thereof, in furtherance of the purposes of NOLOSE, Inc. NOLOSE, Inc. shall administer funds, enter into contracts, purchase, own and dispose of real and personal property, engage needed personal services, and exercise all the powers conferred by legal provisions in order to accomplish the purposes of NOLOSE, Inc.

• No part of the net earnings of NOLOSE, Inc. shall inure to the benefit of or be distributable to its directors, members, officers, or other private persons, except that NOLOSE, Inc. shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
• No substantial part of the activities of NOLOSE, Inc shall be the carrying on or propaganda or otherwise attempting to influence legislation and NOLOSE, Inc. shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office except as shall be permitted by provision of the Code applicable to public charities.[Note: this does not limit our political work EXCEPT to say that we cannot endorse specific candidates. We can endorse specific legislation as long as it is does not pertain to the endorsement or public support of specific candidates.]
• NOLOSE, Inc shall not carry on any other activities not permitted to be carried on: a) by a corporation exempt for federal income tax under Section 501(c)3 of the Internal Revenue Code or as such provision may be amended; or b) by a corporation, contributions to which are deductible under Section 17(c)(2) of the Internal Revenue Code, or as such provision may be amended.

ARTICLE II - MEMBERSHIP

Section 1: Membership shall consist only of the members of the board of directors. The governance of NOLOSE shall be by directorship, rather than a membership. However, the Board will be accountable to the constituency of NOLOSE.

Section 2: NOLOSE is a volunteer-led and volunteer-run organization. Volunteers who are not Board members shall contribute in the management and programming of NOLOSE as is appropriate for their involvement.

ARTICLE III - MEETINGS

Section 1: Meetings. The Board shall meet at least monthly, at an agreed upon time and place. At least one meeting a year shall be in-person, and the balance shall be via conference call. It is acceptable for the required in-person meeting to be the annual meeting.

Section 2: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place. Typically, the annual meeting will happen one day prior to the annual conference.

Section 3: Special Meetings. Special meetings may be called by any Board member as appropriate.

Section 4: Notice. Notice of the annual meeting shall be given to each voting member, by electronic mail, not less than ten days before the meeting.

Section 5: Quorum. A quorum must be attended by at least 60 percent of the Board members before business can be transacted or motions made or passed.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of NOLOSE, and delegates responsibility for day-to-day operations to the committees. The Board shall have up to 12 and not fewer than seven members. The board receives no compensation other than reasonable expenses.

Section 2: Board Elections. Election of new directors or election of current directors to subsequent terms will occur as the first item of business at the annual meeting of the corporation. Directors will be designated by consensus. If the number of Board members is less than 12, new members may be invited to the Board at any time.

Section 3: Terms. All Board members shall serve two (2) year terms, but are eligible for re-designation. Officers of the Board shall be designated, through consensus, at the annual meeting.

Section 4. Officers and Duties. There shall be four officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:

The President shall convene regularly scheduled Board meetings, and shall preside or arrange for other members of the Board to preside at each meeting. Qualifications: the President must have served on the Board for at least one year; is willing and able to sit on the finance committee and oversee financial reports and budgets of the organization; is someone who the Board feels will well-represent the organization and Board to outside agencies; and is someone who can demonstrate leadership on the Board and with the organization on the whole.

The Vice-President’s role is ad-hoc.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 5: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be discussed and decided upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term. There will be a six-month review/probation period for new Board members, during which they will be required to carry out a small project for NOLOSE. Only current Board members are eligible for a vacancy in the Presidency.

Section 6: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences (an unexcused absence is defined as an absence when notice has not been given to at least one member of the Board, and an excused absence is when the absent Board member notifies at least one member of the Board) from Board meetings in a year. A Board member may be removed for other reasons through consensus discussion of the remaining directors. To remove an officer, whether from the officer position or from the Board in general, members may contact the Secretary prior to the meeting to inform the Board member regarding their potential termination. The Secretary’s communication to the Board member will be limited to a written document stating that there is to be a discussion regarding termination from the Board. If the member in question is the Secretary, any other member can perform this duty

Section 7: Leaves of Absence. Board members may request a leave of absence from the Board for a period of up to six (6) months. At the end of the six (6) months, the President will discuss with the member their ability to return. One six (6) month extension to a leave of absence is permitted; beyond one year, the Board member wishing to be on leave shall no longer be considered a member of the Board. The person may return to the Board at a future time, providing there is a vacancy and s/he is invited. Members on leave at the time these by-laws were passed have a grandmothered exclusion from this section.

ARTICLE V - COMMITTEES

Section 1: The Board may create committees as needed, such as fundraising, programming, etc.

Section 2: Finance Committee. The Treasurer is Chair of the Finance Committee, which includes at least three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to all Board members and the public at large.

Section 3: Committee reports. All functioning committees shall make full reports at every Board meeting.

ARTICLE VI – DECISION-MAKING

Section 1: Consensus. The primary means for decision-making on the Board is the consensus model. Issues will be discussed, opposition and alternative solutions will be considered and an amenable resolution will be adopted. There are five identifiable participant standings:

• Support: full support of the proposal as it stands
• Non-support: will go along with proposal
• Reservations: sees some potential for failure, but will not block
• Stand aside: will not personally participate in proposal, but will not block
• Block: moral or ethical opposition to adopting the proposal as it stands

If one or more members block consensus, either further discussion will ensue to find an amenable alternative or the proposal will be declined.

Section 2: Committee autonomy. Committees will be responsible for making decisions within their realm of responsibility. They will develop a budget, and the whole Board will approve or decline the budget. Any decisions that are not related to the allotted money will be sent to the whole Board for discussion. Additionally, the entire Board will be involved in any early stages of program planning, but then the work will be delegated to committee.

ARTICLE VII - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved by the Board of Directors of NOLOSE, Inc. on October 5, 2005.