Description: Long Yang Club of Minnesota may engage in any lawful activity.

Name: The name of the corporation shall be "Long Yang Club of Minnesota, Incorporated".

The Board of Directors shall be sensitive to, and knowledgeable about, Asian, Asian American, gay, lesbian, bi-sexual and transgender cultures and issues.

Members: The Board of Directors shall be comprised of seven Directors, elected by the membership, serVinnieg staggered terms. There shall be no limit on the number of terms of office for Directors.

Authority and Duties : The affairs of Long Yang Club of Minnesota shall be managed by and under the direction of the Board of Directors.

The Board is authorized to appoint the Chairs of the Events, Education, Communications and Membership Committees from the Board of Directors. The Board is authorized to delegate its duties to other responsible persons, and may appoint other ad-hoc committees as needed.

The Board is responsible for implementing the objectives of Long Yang Club of Minnesota as set forth in a Mission Statement. The Board shall advise committee chairs, approve programs, and generally supervise proper implementation of activities.

The Board is authorized to seek the advice of legal counsel, as it deems appropriate to do so.

Executive Committee: The Chair, Treasurer and Secretary shall comprise the Executive Committee of the Board. The Executive Committee is authorized to make necessary decisions and to conduct business meetings only when there is insufficient time to convene the entire Board.

Meetings: The Board shall meet monthly in person, or in conference by telephone, e-mail or by any other alternative means, to conduct the business of Long Yang Club of Minnesota. A quorum shall be a majority of the Board, present in person or represented by proxy, and a quorum of the Board must be present to conduct the business of Long Yang Club of Minnesota. A Director may appoint any other Director to serve as his or her proxy for a specific meeting. A decision of the Board requires the affirmative vote of a majority of the Board.

Hold harmless: Any Director, or authorized agent, shall be held harmless for any unintentional acts committed while acting on behalf of Long Yang Club of Minnesota and within the scope of his or her authority.

Hold harmless: Any Director, or authorized agent, shall be held harmless for any unintentional acts committed while acting on behalf of Long Yang Club of Minnesota and within the scope of his or her authority.

The Board of Directors, upon motion of any member of Long Yang Club of Minnesota, or by motion of any Director, may remove any Director, for cause only. The Director who is subject to the motion for removal shall be provided with notice of the reasons for his or her removal and be provided an opportunity to meet with the Board to explain why he or she should not be removed.

The Chair shall provide leadership by articulating Long Yang Club of Minnesota's goals, setting the agenda of meetings, and by regularly convening the Board.

The Secretary shall prepare and keep the minutes of Board meetings, maintain contacts with and provide information to LYC chapters and LYC International, and correspond with third parties as needed by the Board. The Secretary shall be responsible for posting the minutes of Board and Committee meetings on the official Long Yang Club of Minnesota Website after the minutes have been reviewed and approved by the Board.

The Treasurer shall keep accurate financial records, collect any membership fees or other revenues, provide a monthly balance sheet for the Board's review at each monthly meeting, and prepare records for any financial audit. All Long Yang Club of Minnesota checks may be signed by the Treasurer, the Chairperson or the Secretary of the Board.

The financial year of the Long Yang Club of Minnesota shall run from January 1 to December 31 for each year to which later date the accounts of the club shall be balanced.

Each committee chair, appointed by the Board of Directors, shall serve a term as determined by the Board.

The Chair of each Committee shall determine the time, place and frequency of committee meetings and shall report to the Board each month on the work of the committee. The Chairs of the Events, Education, Membership, and Nominations/Elections committees shall be responsible for informing the Communications Chair of its activities so that the information can be disseminated in a timely manner.

EVENTS COMMITTEE: The Events Committee shall be responsible for arranging social events regularly, typically once each month. Specifically, the Events Committee should find hosts for social events and determine the time, date and place of Long Yang Club of Minnesota social events. Additionally, the Events Committee should plan social activities where members can interact in a small group setting.

EDUCATION COMMITTEE: The Education Committee shall plan and periodically present educational programs about Asian and Asian American cultures to the Long Yang Club of Minnesota Membership; further, the Education Committee should seek to heighten the awareness of the GLBT Asian Community as well as the general public about the mission of Long Yang Club of Minnesota and the unique purpose it serves within the GLBT Community. The Committee shall gather and communicate information about forthcoming local Asian events to Long Yang Club of Minnesota members.

COMMUNICATIONS COMMITTEE: The Communications Committee shall establish and maintain communications between the Board, the Long Yang Club of Minnesota membership and the general public. Specifically, the Communications Committee shall manage and distribute information concerning Long Yang Club of Minnesota activities and events, oversee the official Long Yang Club of Minnesota Website and post the monthly minutes as approved by the Board on the official website. Further, the Communication Committee shall, as approved by the Board, communicate the official position of Long Yang Club of Minnesota on matters important to its mission, to the media and to the general public.

MEMBERSHIP COMMITTEE: The Membership Committee shall maintain and manage the membership list. Specifically, the Membership Committee shall provide Greeters from the membership for each planned event; the Greeters shall be responsible for welcoming new and out-of-town members and helping others feel welcome and comfortable at Long Yang Club of Minnesota events.

NOMINATION AND ELECTION COMMITTEE: Three volunteer members approved by the Board not later than January 31 shall comprise the Nomination and Election Committee. The Nomination and Election Committee shall oversee the election process for candidates seeking election to the Board.

Members who are interested in election to the Board of Directors shall deliver a "Letter of Interest" supported by the signatures of at least fifteen (15) members to the Election Committee at least thirty (30) days before the March General Membership Meeting. Each candidate shall indicate specifically in the Letter of Interest which Director position the candidate seeks, that is, either Chairman, Secretary, Treasurer, chair of the Events Committee, chair of the Education Committee, chair of the Communications Committee, or chair of the Membership Committee.

The ballots shall indicate which position each candidate is seeking.

The Nomination and Election Committee shall ensure that a complete slate of candidates is put before the membership for election.

Each Director of the Board shall be elected by the membership in March at the General Membership Meeting. The Directors shall serve for two-year staggered terms, except for Directors elected at the first election. At the first election, the Secretary, Treasurer and two other Directors shall each be elected to serve for a one-year term. The following year, their positions shall be up for election for two year terms.

The members in attendance at the March Meeting shall vote for candidates by written, secret ballot. It is permissible to have a ballot with only one candidate per vacant position. The ballots shall indicate which position each candidate is seeking. If there is more than one candidate for a position, election shall be by plurality vote.

Membership is open to all persons who are at least 18 years of age. The Board shall determine the conditions attached to membership. Membership applications shall be reviewed and approved by the Board of Directors. Members in good standing shall be eligible to vote at the General Membership Meetings and to stand for election to the Board. The Board may recommend a membership fee. The Board shall have the authority to revoke the membership of any Member, for cause only.

Any member in good standing may make proposed amendments to the By-Laws. A proposal must be submitted in writing to the Board at least sixty days prior to the March General Membership Meeting. If approved by the Board, the proposed amendment to the By-Laws will be submitted to the general membership at least thirty days prior to the March General Meeting; notification may be accomplished by posting the proposed amendment on the official Website. Amendments must be approved by a majority vote of the members in attendance at the March General Meeting. Any approved by-law amendment shall become effective upon approval, unless a later effective date is otherwise included in the amendment.