Agenda
SAN FRANCISCO LESBIAN GAY BISEXUAL TRANSGENDER PRIDE PARADE AND CELEBRATION COMMITTEE, INC
November 6th, 2024
1 of 2
AGENDA FOR
REGULAR BOARD OF DIRECTORS MEETING
HELD ONLINE ON 2024-NOVEMBER-06
Meetings Guidelines and Protocols: https://members.sfpride.org/meetings
- Standing Items (60 mins)
a. Call to Order and Welcome:
b. Land Acknowledgement:
c. Appointment of Meeting Roles
i. Timekeeper, Stack Monitor, Vibe Watcher
d. Reading of the Mission Statement
e. Reading of the Financial Protocol
f. Reading of Public Comment Policy
g. Disclosure of Potential Conflicts of Interest
h. Approval of the Agenda
i. Approval of Minutes
j. Reports of the Officers
k. Reports of Committees
i. Budget & Finance
ii. Community Affairs
iii. Entertainment Committee
iv. Long Range Planning
l. Agency Updates from Executive Director
- Unfinished Business (10min)
a. Assigning Board Buddies + Board Orientation
b. Committee Assignments (Josh)
c. June Member Meeting
i. Community Affairs lead?
- New Business
a. Smoke & vape free bar patios letter of endorsement (15min)
b. SF Pride out in the community (Josh) (5min)
- Announcements (5 mins)
- Public Comment (10 mins)
- In Memoriam
- Adjournment
SAN FRANCISCO LESBIAN GAY BISEXUAL TRANSGENDER PRIDE PARADE AND CELEBRATION COMMITTEE, INC
November 6th, 2024
2 of 2
Meeting Statements
https://members.sfpride.org/meetings/
This information is compiled for ease of use during meetings.
Mission Statement
The mission of the San Francisco Lesbian, Gay, Bisexual, Transgender Pride Celebration
Committee is to educate the world, commemorate our heritage, celebrate our culture, and
liberate our people.
Financial Protocol
No expenditure can be incurred without going through the Executive Director in advance. This
includes reimbursement of expenses outside of the set guidelines. If you expect to have an
expenditure, prior approval must be sought from the Executive Director as soon as possible.
Procedures exist and checks, and balances are in place to ensure that all expenditures go through
a proper approval process with the Board. All expenditures are accounted for during the annual
budgeting and audit process.
Land Acknowledgement Statement (as of January 28, 2021)
We at San Francisco Pride acknowledge that we are meeting on the unceded ancestral
homeland of the Ramaytush Ohlone peoples, the original inhabitants of the San Francisco
Peninsula.
Disclosure of Potential Conflicts of Interest
• Nguyen: Frameline
• Janelle: TRANScend, SF LGBT Center
• Anjali: Lyon Martin, LGBT Asylum, Parivar, OTI TAC, ETE, Officer-HSH, Center for
Immigrant Protection (President)
• George: Oakland Pride (Board President)
• Josh: Burning Man, UC Berkeley, Soul of Pride, Comfort and Joy, Music Connects
Foundation
• Linda: BWOPA, Juvenile Probation
• Maceo: SF LGBT Center
• Nas: Alwan Foundation, Gilead, ViiV
Board Packet
SAN FRANCISCO LESBIAN GAY BISEXUAL TRANSGENDER PRIDE PARADE AND CELEBRATION COMMITTEE, INC
November 6th, 2024
1 of 2
AGENDA FOR
REGULAR BOARD OF DIRECTORS MEETING
HELD ONLINE ON 2024-NOVEMBER-06
Meetings Guidelines and Protocols: https://members.sfpride.org/meetings
- Standing Items (60 mins)
a. Call to Order and Welcome:
b. Land Acknowledgement:
c. Appointment of Meeting Roles
i. Timekeeper, Stack Monitor, Vibe Watcher
d. Reading of the Mission Statement
e. Reading of the Financial Protocol
f. Reading of Public Comment Policy
g. Disclosure of Potential Conflicts of Interest
h. Approval of the Agenda
i. Approval of Minutes
j. Reports of the Officers
k. Reports of Committees
i. Budget & Finance
ii. Community Affairs
iii. Entertainment Committee
iv. Long Range Planning
l. Agency Updates from Executive Director
- Unfinished Business (10min)
a. Assigning Board Buddies + Board Orientation
b. Committee Assignments (Josh)
c. June Member Meeting
i. Community Affairs lead?
- New Business
a. Smoke & vape free bar patios letter of endorsement (15min)
b. SF Pride out in the community (Josh) (5min)
- Announcements (5 mins)
- Public Comment (10 mins)
- In Memoriam
- Adjournment
SAN FRANCISCO LESBIAN GAY BISEXUAL TRANSGENDER PRIDE PARADE AND CELEBRATION COMMITTEE, INC
November 6th, 2024
2 of 2
Meeting Statements
https://members.sfpride.org/meetings/
This information is compiled for ease of use during meetings.
Mission Statement
The mission of the San Francisco Lesbian, Gay, Bisexual, Transgender Pride Celebration
Committee is to educate the world, commemorate our heritage, celebrate our culture, and
liberate our people.
Financial Protocol
No expenditure can be incurred without going through the Executive Director in advance. This
includes reimbursement of expenses outside of the set guidelines. If you expect to have an
expenditure, prior approval must be sought from the Executive Director as soon as possible.
Procedures exist and checks, and balances are in place to ensure that all expenditures go through
a proper approval process with the Board. All expenditures are accounted for during the annual
budgeting and audit process.
Land Acknowledgement Statement (as of January 28, 2021)
We at San Francisco Pride acknowledge that we are meeting on the unceded ancestral
homeland of the Ramaytush Ohlone peoples, the original inhabitants of the San Francisco
Peninsula.
Disclosure of Potential Conflicts of Interest
• Nguyen: Frameline
• Janelle: TRANScend, SF LGBT Center
• Anjali: Lyon Martin, LGBT Asylum, Parivar, OTI TAC, ETE, Officer-HSH, Center for
Immigrant Protection (President)
• George: Oakland Pride (Board President)
• Josh: Burning Man, UC Berkeley, Soul of Pride, Comfort and Joy, Music Connects
Foundation
• Linda: BWOPA, Juvenile Probation
• Maceo: SF LGBT Center
• Nas: Alwan Foundation, Gilead, ViiV
SAN FRANCISCO LESBIAN GAY BISEXUAL TRANSGENDER PRIDE PARADE AND CELEBRATION COMMITTEE, INC
October 2nd, 2024
1 of 4
AGENDA FOR
REGULAR BOARD OF DIRECTORS MEETING
HELD IN-PERSON ON 2024-OCTOBER-02
at the SF LGBT Center, 1800 Market Street, SF, CA 94103
Meetings Guidelines and Protocols: https://members.sfpride.org/meetings
- Standing Items (60 mins)
a. Call to Order and Welcome:7:15pm
b. Land Acknowledgement: Maceo reads
c. Roll Call: Nguyen, Josh, Adell, Ronnie, Dr. Nas Muhammad, Jack, Anjali, Jupiter, George Smith
d. Appointment of Meeting Roles
i. Timekeeper: Alina
ii. Stack Monitor: Nguyen
iii. Vibe Watcher: Dr. Nas Muhammad
e. Reading of the Mission Statement: Jack
f. Reading of the Financial Protocol: Adell
g. Reading of Public Comment Policy: Nguyen
h. Disclosure of Potential Conflicts of Interest
i. Approval of the Agenda: Consensus with no objections or stand asides at 7:28
j. Approval of Minutes: Consensus with no objections or stand asides at 7:29
k. Reports of the Officers
i. Nguyen refers to page seven of the packet for the Presidents report & provides a verbal
overview
ii. VP: Not present
iii. Treasurer: Adel gave a verbal summary of written report
iv. Secretary: Folsom, Oakland Pride, chairing committees
l. Reports of Committees
i. Budget & Finance: Please refer to written report. B+F only has one person (Adell), would
be great to have others Join
ii. Community Affairs: Josh campaigns for community affairs
iii. Entertainment Committee: Josh campaigns for Entertainment
iv. Long Range Planning: Adell spoke to work LRP has done to bring core values to life,
working on building a shared understanding. Looking ahead looking a how we can
simplify. Nguyen expresses pride and thanks for work they have done
m. Agency Updates from Executive Director
i. Suzanne noted that the staff helped with Oakland Pride. Meetings continue with the
Street Faire Coalition, which shares resources and lobbies on behalf of its constituents
Took park in Open House soiree. Took part in City Scape opening at The Hilton. Suzanne
SAN FRANCISCO LESBIAN GAY BISEXUAL TRANSGENDER PRIDE PARADE AND CELEBRATION COMMITTEE, INC
October 2nd, 2024
2 of 4
took in the GAPA Runways event. Suzanne reflects upon Golf Tournament fundraiser,
which raised over $30k. Suzanne went on to encourage the new board to take part in
next years event. The following day the LGBT Golf Tournament took place at Hardin
Park. Suzanne challenged the Development Committee to consider other fundraisers as
this fundraiser came from Development. Suzanne shared with the Board past activation
that the board led that have raised dollars. Suzanne stressed the importance of board
taking lead on fundraisers that it develops. Took part in SF AIDS foundation gala.
Suzanne spoke to importance these events play in raising the profile of Pride. Suzanne
took part in a strategic planning meeting for OTI. Lastly, Suzanne and staff volunteerd at
Folsom Street. When it comes to finance, Suzanne expressed appreciation for the role
the board played in being engaged with finance. Suzanne remarked with Pride that we
ended with with a $350k profit. Suzanne thanked the staff for the work it did to get us
to this point. Suzanne expressed thanks to Silverback for finding cost savings
ii. Suzanne present Nguyen with award for his service to Pride. Suzanne reflects upon
Nguyen contributions. The board then took an opportunity to recognize Nguyen for his
contrition to Pride.
iii. Nguyen reflected upon his services to pride and thanked Pride board and staff for all of
their support and trust. Nguyen welcomed returning and new board members
- Unfinished Business
i. None
- New Business (60 minutes)
a. Seating of New Board
i. Suzanne welcomed Maceo, Ronnie, Jack and Jupiter to take a seat at the table
ii. Suzanne recognized outgoing board member Carolyn Wysinger and Janelle their
contributions to Pride
iii. Maceo recognized Manuel, Robert & Spring for their contributions
b. Executive Committee Election
i. Chris commented that the board’s first job is to elect the executive. Chris went on to
walk the board through the Officer Election policies and procedures. Elections then
commenced. As there are nine possible votes, a candidate would need to receive five
votes. Note…there were no objections to this calculus. There was consensus we would
two minutes to speak and two for questions
- President
a. Joshua Nominates himself
b. Dr. Nas Muhammad nominates himself
c. The floor was then opened for candidate statements followed by Q&A
d. Chris opens the electronic voting
e. Results: nine voted: 6 for Josh 3 for Dr. Nas
f.
- VP
SAN FRANCISCO LESBIAN GAY BISEXUAL TRANSGENDER PRIDE PARADE AND CELEBRATION COMMITTEE, INC
October 2nd, 2024
3 of 4
a. Josh nominates Maceo. Maceo accepts nomination
b. Anjali nominates themselves
c. The floor was then opened for candidate statements followed by Q&A
d. The floor was then opened for candidate statements followed by Q&A
e. Results: nine voted: 7 for Maceo 2 for Anjali
f.
- Treasurer
a. Joshua Smith nominates Adell. Adell accepts nomination
b. The floor was then opened for candidate statements followed by Q&A
c. Results: nine voted: 8 for Adell
d.
- Secretary
a. Dr. Nas Muhammad nominates himself
b. No other nomination received
c. The floor was then opened for candidate statements followed by Q&A
d. Results: nine voted: 8 for Dr. Nas
e.
c. Assigning Board Buddies + Board Orientation
i. Tabled
d. Committee Assignments
i. Please see link to sign up for Board Committees
e. June Member Meeting
i. Tabled
- Announcements (5 mins)
a. Tabled
- Public Comment (10 mins)
a.
- In-Memoriam
- Adjournment
Meeting Statements
https://members.sfpride.org/meetings/
This information is compiled for ease of use during meetings.
Mission Statement
The mission of the San Francisco Lesbian, Gay, Bisexual, Transgender Pride Celebration
Committee is to educate the world, commemorate our heritage, celebrate our culture, and
liberate our people.
SAN FRANCISCO LESBIAN GAY BISEXUAL TRANSGENDER PRIDE PARADE AND CELEBRATION COMMITTEE, INC
October 2nd, 2024
4 of 4
Financial Protocol
No expenditure can be incurred without going through the Executive Director in advance. This
includes reimbursement of expenses outside of the set guidelines. If you expect to have an
expenditure, prior approval must be sought from the Executive Director as soon as possible.
Procedures exist and checks, and balances are in place to ensure that all expenditures go through
a proper approval process with the Board. All expenditures are accounted for during the annual
budgeting and audit process.
Land Acknowledgement Statement (as of January 28, 2021)
We at San Francisco Pride acknowledge that we are meeting on the unceded ancestral
homeland of the Ramaytush Ohlone peoples, the original inhabitants of the San Francisco
Peninsula.
Disclosure of Potential Conflicts of Interest
• Nguyen: Frameline
• Janelle: TRANScend, SF LGBT Center
• Anjali: Lyon Martin, LGBT Asylum, Parivar, OTI TAC, ETE, Officer-HSH, Center for
Immigrant Protection (President)
• George: Oakland Pride (Board President)
• Josh: Burning Man, UC Berkeley, Soul of Pride, Comfort and Joy, Music Connects
Foundation
• Linda: BWOPA, Juvenile Probation
• Maceo: SF LGBT Center
• Nas: Alwan Foundation, Gilead, ViiV
1663 Mission Street, SF, CA 94103
https://sfpride.org
San Francisco Lesbian, Gay, Bisexual, Transgender Pride Parade and Celebration Committee, Inc.
Joshua Smith
President Report
November 5th, 2024
The month of October, by and large, was focused on getting my footing, understanding the
operational ins and out of my role. A big shout-out to Suzanne and staff for their unwavering
support as I slide into my role.
It was an honor to recently represent SF Pride at Palm Springs Pride! Looking ahead, we will
explore opportunities for SF Pride to be out in the community. Board members, if you have not
already heard from me, be on the lookout for my call
1663 Mission Street, SF, CA 94103
https://sfpride.org
San Francisco Lesbian, Gay, Bisexual, Transgender Pride Parade and Celebration Committee, Inc.
Adell Hanson-Kahn
Treasurer Report
November 5th, 2024
• Reviewed FY25 budget with staff
• Chaired B&F meeting November 2, 2024
o Reviewed FY25 budget
o Meeting notes in OneDrive
• B&F committee members and staff investigating multiple
bookkeeping improvements
• Financials attached to packet, net income of -$81k primarily due
to sustained OpEx & low income. $331k in unrestricted funds
(checking + reserve) will last through Feb and inflows will resume
by or before Feb either from GFTA or vendor/parade registrations.
7:05 PM
11/01/24
Accrual Basis
SF Lesbian Gay Bisexual Transgender Pride CC, Inc.
Balance Sheet
As of October 31, 2024
Oct 31, 24
ASSETS
Current Assets
Checking/Savings
0101 · Wells Fargo Bank Checking
0101A · Restricted Funds
0101AGR · Howard Grayson LGBT
1,228.21
0101ALA · Latin Stage
450.88
0101API · Pink Triangle
20,862.26
0101ASO · Soul of Pride
520.00
Total 0101A · Restricted Funds
23,061.35
0101 · Wells Fargo Bank Checking - Unrestricted Funds
161,919.43
Total 0101 · Wells Fargo Bank Checking
184,980.78
0102 · WellsFargo MarketRate (Reserve)
170,627.71
0104 · WellsFargo Bank Savings
1,560.68
0106 · Fresno First
87.72
0113 · Petty Cash Account
55.23
Total Checking/Savings
357,312.12
Total Current Assets
357,312.12
Fixed Assets
0140 · FURNITURE & EQUIPMENT
0140a · Furniture & Equipment
4,999.51
0141 · Accumulated Depreciation
-4,999.51
Total 0140 · FURNITURE & EQUIPMENT
0.00
Total Fixed Assets
0.00
Other Assets
0189 · TRADEMARKS
0189A · Trademarks
60,610.96
0189B · Accumulated Amortization
-58,750.96
Total 0189 · TRADEMARKS
1,860.00
0191 · Prepaid Expenses
65,171.32
0195 · Other Deposits
37,442.23
Total Other Assets
104,473.55
TOTAL ASSETS
461,785.67
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
0210 · Accounts Payable
22,116.86
Total Accounts Payable
22,116.86
Other Current Liabilities
0250L · Payroll Taxes Due Payable
6,405.86
0255L · Vacation Time Account Payable
25,290.87
Total Other Current Liabilities
31,696.73
Total Current Liabilities
53,813.59
Long Term Liabilities
Page 1 of 2
7:05 PM
11/01/24
Accrual Basis
SF Lesbian Gay Bisexual Transgender Pride CC, Inc.
Balance Sheet
As of October 31, 2024
Oct 31, 24
0270 · Deferred rent liability
7,234.00
Total Long Term Liabilities
7,234.00
Total Liabilities
61,047.59
Equity
3000 · Opening Bal Equity
-45,691.00
3800.1 · NetAssetsReleased, UnRestrict
586,907.00
3800.4 · NetAssetsReleased, TempRestrict
-586,907.00
3900 · Retained Earnings
527,703.37
Net Income
-81,274.29
Total Equity
400,738.08
TOTAL LIABILITIES & EQUITY
461,785.67
Page 2 of 2
Oct 24
OPERATING ACTIVITIES
Net Income
-81,274.29
Adjustments to reconcile Net Income
to net cash provided by operations:
0115 · Accounts Receivable (General)
20,000.00
0210 · Accounts Payable
-37,207.79
0250L · Payroll Taxes Due Payable
6,405.86
Net cash provided by Operating Activities
-92,076.22
INVESTING ACTIVITIES
0191 · Prepaid Expenses
4,034.52
0195 · Other Deposits
1,480.89
Net cash provided by Investing Activities
5,515.41
Net cash increase for period
-86,560.81
Cash at beginning of period
443,872.93
Cash at end of period
357,312.12
7:03 PM
SF Lesbian Gay Bisexual Transgender Pride CC, Inc.
11/01/24
Statement of Cash Flows
October 2024
Page 1
Income and Expense by Month
October 2024
Income
Expense
0
20
40
60
80
100
120
$ in 1,000’s
Oct24
Expense Summary
October 2024
By Account
27.18%
0619 · Contracted Services
27.13
0626 · Payroll Expense
5.62
0615 · Rent (Office) Expense
5.02
0613 · Employee Benefits Expense
4.07
0612 · Other Supplies
3.93
0610 · Accounting/Auditing Expense
3.82
0606 · Insurance Expense
3.49
0631 · Media/PR Expense
3.40
6800 · Fiscal Sponsee Expenses
3.30
0665 · Education and Outreach
13.03
Other
$101,806.25
Total
Income and Expense by Month
October 2024
Income
Expense
0
20
40
60
80
100
120
$ in 1,000’s
Oct24
Income Summary
October 2024
By Account
72.51%
0414 · Donations (Individual) Income
13.05
0490 · Fundraising - General
12.09
0424 · Other Income
1.26
0450 · Merchandise Sales
1.09
0402 · Membership Income
$-154.50
0411 · Parade Fee Income
0.01
0421 · Interest Income
$20,531.96
Sub-Total
Oct 24
Ordinary Income/Expense
Income
0402 · Membership Income
225.00
0411 · Parade Fee Income
0411FM · Pride-Float/March Income
-154.50
Total 0411 · Parade Fee Income
-154.50
0414 · Donations (Individual) Income
15,000.00
0421 · Interest Income
1.46
0424 · Other Income
0424PT · Pink Triangle
2,500.00
Total 0424 · Other Income
2,500.00
0450 · Merchandise Sales
260.00
0490 · Fundraising - General
2,700.00
Total Income
20,531.96
Gross Profit
20,531.96
Expense
0602 · Bank Fees
997.05
0603 · Utilities and Maintenance
0603C · Cleaning & General Maintenance
315.00
0603U · Utilities
390.02
0603 · Utilities and Maintenance - Other
408.71
Total 0603 · Utilities and Maintenance
1,113.73
0606 · Insurance Expense
3,892.67
0609 · Office Supplies Expense
129.58
0610 · Accounting/Auditing Expense
4,000.00
0612 · Other Supplies
4,147.53
0613 · Employee Benefits Expense
0613M · Medical/Dental Benefits
5,106.72
Total 0613 · Employee Benefits Expense
5,106.72
0614 · Equipment Rental Expense
149.90
0615 · Rent (Office) Expense
5,721.96
0616 · Rent (Non-Office Space) Exp.
2,001.00
0618 · Equipment Repair & Maintenance
141.85
0619 · Contracted Services
27,674.13
0622 · Payroll Taxes
2,113.34
0623 · Travel Expense
1,052.67
0624 · Entertainer/Speaker Expense
0624T · Other Venues
337.96
Total 0624 · Entertainer/Speaker Expense
337.96
0625 · Telephone Expense
222.33
0626 · Payroll Expense
0626A · Payroll expense
27,624.98
Total 0626 · Payroll Expense
27,624.98
0628 · Community Partners Grants
0628B · Grants from Board
990.00
Total 0628 · Community Partners Grants
990.00
0630 · Food Expense
508.60
0631 · Media/PR Expense
3,550.00
0632 · Volunteer/Staff Recognition Exp
513.74
0655 · Data Management Expense
2,345.72
0660 · Fundraising Expense
313.91
0665 · Education and Outreach
3,360.00
0696 · Lodging/Hotel Epense
337.88
7:04 PM
SF Lesbian Gay Bisexual Transgender Pride CC, Inc.
11/01/24
Profit & Loss
Accrual Basis
October 2024
Page 1
Oct 24
6800 · Fiscal Sponsee Expenses
6800.27 · Permit Costs
2,259.00
6800.28 · Donations,Grants, Fellowships
1,200.00
Total 6800 · Fiscal Sponsee Expenses
3,459.00
Total Expense
101,806.25
Net Ordinary Income
-81,274.29
Net Income
-81,274.29
7:04 PM
SF Lesbian Gay Bisexual Transgender Pride CC, Inc.
11/01/24
Profit & Loss
Accrual Basis
October 2024
Page 2
1
Policy B.06
6/3/14
San Francisco Lesbian, Gay, Bisexual, Transgender
Pride Celebration Committee, Inc.
Board Responsibilities Policy
I.
Background
Central to the functioning of the Board is the mutual accountability of Board members to
one another, the members and the organization as a whole. The agreement signed by
Board members is worthless unless there are sanctions to back up that accountability.
II.
Responsibilities
Each Board member has made a commitment pursuant to their Board Agreement to:
A. Familiarize myself with and uphold the Mission Statement, Articles of
Incorporation, By Laws, and Standing Rules and other policies and procedures of
the Corporation;
B. Act in the best interest of the organization;
C. Assume a leadership role;
D. Demonstrate fiscal responsibility in budgetary and other financial matters
concerning, the organization and its functions and events;
E. Review and uphold all current Board policies, including but not limited to these
specific areas of concern:
1.
Keys/Keycards (H.01 & H.02)
2.
Letterhead (H.03)
3.
Meetings (B.06.IV)
4.
Confidentiality (B.05)
5.
Media Comment & Public Speaking (G.01)
6.
Financial Procedures (C.01)
7.
Conflict of Interest (B.02)
8.
Code of Conduct (B.01)
9.
Behavior at Meetings (B.08)
- Event Conduct (E.05)
- Email (G.02)
- Internal Communications (G.04)
- Board Responsibilities (B.06)
F. Adhere to all codes of conduct or ethics as adopted;
G. Attend regular Board meetings, on time;
H. Take the initiative to stay well-informed concerning the organization and its
business, including:
- Reviewing minutes, reports and other printed materials received prior to
attending a meeting at which said materials are on the agenda;
- Calling and stopping by the office for my mail and messages on a regular
basis;
- Regularly, and in a timely fashion, responding to communications from the
organization and other directors;
I. Be honest and direct in my communications with other directors, members and
staff;
San Francisco Lesbian, Gay, Bisexual, Transgender
Pride Celebration Committee, Inc.
2
Policy B.06
6/3/14
J.
Work as a team member, demonstrating by my behavior in committees, at
meetings, in public and in private my willingness and ability to support fellow
directors, members, and staff in the work of the organization;
K. Serve on at least one standing committee of the Board during my first year and
two during my second and subsequent years;
L. Serve on other committees as my skills and schedule allow;
M. Devote at least two days during this year’s tenure to significant volunteer
recruitment and public relations work in a public venue or at another L/G/B/T
event or function.
N. Promote the positive public image and positive public relations of the
organization.
O. Volunteer time as requested by the Board President and/or Executive Director.
P. Support the organization’s special fundraisers and events.
Q. Maintain a high degree of familiarity with issues, concerns and trends in the
community.
R. Serve the organization without expectation of financial compensation or benefit to
oneself, family and spouse/domestic partner for their service as a member of the
Board of Directors.
S. Agree to be mentored during my first year of board service and attend an
orientation.
T. Each Board of Director is responsible for giving or getting a minimum of $500 in
donations per year. This can be cash or in-kind donations and the responsibility
can be met by working on one of SF Pride’s fundraising events.
- At its discretion, the Board can waive all or part of a year’s requirement on
an individual basis.
The term “Serve” as used above shall mean physical attendance at meetings and
completing assigned tasks.
III.
Sanction
A. Subject to Section 4 “Attendance” Removal for “cause” shall include failure to
observe one or more of the above commitments but shall not be confined to the
covenants listed above.
IV.
Attendance
A. The Board Agreement states that regular and on time attendance at Board
Meetings and service upon one Board Committee is required. In pursuance of
that covenant it is also recognized that there may be occasions upon which a
Board Member may be prevented from attending such a meeting. Circumstances
which may prevent attendance include:
- Illness of self, partner and/or dependents
- Bereavement of partner, dependent, parent or sibling
- Unavoidable work commitment
- Absence at the behest of the organization (e.g. conference)
San Francisco Lesbian, Gay, Bisexual, Transgender
Pride Celebration Committee, Inc.
3
Policy B.06
6/3/14
a) In any event, any Board member who anticipates missing a
meeting s/he is required to attend should send their apologies to
the Board President who shall have power to excuse attendance.
Minutes of meetings shall record those Board Members present,
those excused and those absent. Board members absent without
leave for two consecutive meetings or for an aggregate of four
meetings out of 10 shall be subject to immediate termination.
V.
Non-Communication
A. Any Board member who shall fail to give reason for failure to attend to his/her
duties and/or fail to communicate for a period in excess of 28 days without leave
of the Executive Committee and/or Board President shall be removed from the
Board.
VI.
Equity
A. The intent of this policy is to promote and insure consistency of the board in
strategic planning, setting policy, handling fiscal and budgetary responsibilities
and in the overall management of the organization. As such, termination from
the board should be in the manner of a last resort if all other attempts to match
expectations with performance shall fail.
Approved by the Board 03.09.99
Amended 04.04.00
Amended 11.05.01
Amended 03.04.02
Amended 06.03.14
Amended 08.04.15
1
Policy A.06
3/4/14
San Francisco Lesbian, Gay, Bisexual, Transgender
Pride Celebration Committee, Inc.
Committee Structure
I.
The Board
A. The Board consists of those persons elected by the members or appointed by
the Board under the Bylaws. These people are the directors of the corporation.
II.
The Board Committees
A. The authority of the Board Committees is limited by the Bylaws (A.2. Article 7.
Section 1), and in case of any conflict between this policy and the Bylaws, this
policy is in all ways subordinate to the bylaws.
B. Board committees are the ‘standing committees of the Board’. Unless otherwise
specified herein, all committee chairs are appointed by a vote of their respective
committee members at the first committee meeting following the October Board
meeting. The Board may decide, from time to time and by resolution that one or
more of the standing committees may be co-chaired by additional Board
member(s).
C. The Board committees are:
Budget & Finance
The Budget & Finance Committee is chaired by the Treasurer and is
responsible for budget preparation and financial strategy and oversight of
the corporation.
Policies & Procedures
The Policies and Procedure Committee is responsible for keeping the
structure of the corporation under review and the formulation,
maintenance and enforcement of policy.
Personnel
The Personnel Committee is chaired by the President and is responsible
for monitoring the human resources strategy of the corporation. This
would include the monitoring of the performance of the Executive Director
and oversight of their management of the other staff. The Executive
Director will report to the Personnel Committee on matters of recruitment
and review of staff and the engagement of contracted services. The
Personnel Committee also acts as the grievance committee.
Community Affairs
The Community Affairs Committee is responsible for reviewing
membership applications and making recommendations to the Board for
the acceptance/rejection of applications and for renewals.The Community
Affairs Committee also oversees the membership program of the
San Francisco Lesbian, Gay, Bisexual, Transgender
Pride Celebration Committee, Inc.
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Policy A.06
3/4/14
organization by creating and determining member benefits, devising a
membership card and conducting membership roadshows. The Community
Affairs Committee is also responsible for developing the organization’s
outreach strategy and conducting community rap sessions and forums.
The Community Affairs Committee is also responsible for the organization’s
newsletter.
Long Range Planning
The Long Range Planning Committee is co-chaired by the duly elected Board
committee chair (A.06.II.B) and Executive Director. The Committee is
responsible for developing, monitoring and reviewing strategies for long range
planning for the organization, including an organizational strategic plan.
Nominating
Audit
The Nominating Committee is co-chaired by the President and Vice
President who may delegate this responsibility to another member of the
committee and is responsible for identifying qualified candidates for the
board by devising and implementing a plan for strategic board recruitment.
The aim of the Nominating Committee is to identify a diverse range of
potential candidates so that, ultimately, the leadership of the organization
reflects the diversity of the communities it represents. In doing so the
Nominating Committee is responsible for devising a recruitment matrix
(identifying all the skills the Board is seeking), putting together a Board
recruitment pack, meeting with prospects and making recommendations to
the Board. The Nominating Committee is also responsible for the orientation,
continued support and mentoring of new Board members.
The Audit Committee is chaired by an individual appointed by the Board of
Directors and, subject to the supervision of the Board of Directors, is
responsible for recommending to the Board of Directors the retention and
termination of the independent auditor and negotiating the independent
auditor’s compensation, on behalf of the Board of Directors. The Audit
Committee also confers with the auditor to satisfy its members that the
financial affairs of the corporation are in order, reviews and determines
whether to accept the audit, assures that any non-audit services performed
by the auditing firm conform with applicable standards for auditor
independence, and approves performance of non-audit services by the
auditing firm. The Audit Committee may include persons who are not
members of the Board of Directors, but the member or members of the Audit
Committee shall not include any members of the staff, the President or the
Treasurer. During any period in which a non-director serves as a member of
the Audit Committee, all of the committee’s actions are subject to the
supervision of the board. Members of the Budget & Finance Committee may
serve on the Audit Committee;
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Pride Celebration Committee, Inc.
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Policy A.06
3/4/14
however, the Chairperson of the Audit Committee may not be a member
of the Budget & Finance Committee and members of the Budget &
Finance Committee shall constitute less than one-half of the membership
of the Audit Committee. Members of the Audit Committee shall not
receive any compensation from the corporation in excess of the
compensation, if any, received by members of the Board of Directors for
service on the Board and shall not have a material financial interest in any
entity doing business with the corporation.
Development
The Development Committee is responsible for identifying new funding
opportunities for the corporation.
III.
Non Board Member Committee Attendance
A. Only a director may serve as a member of a board committee (except in the case
of the audit committee see A.06.II.7); however, a non-director may be specifically
invited by the board, on a case-by-case basis, to:
- appear as a guest at one or more board committee meetings
- give input to a board committee
- participate in board committee work and deliberations, in each case as
long as the non-director does not have board committee membership
rights (e.g., voting rights on the committee)
IV.
Advisory Committees
A. The board may from time to time create one or more advisory committees to the
board of directors. These committees may consist of board members and
general members of San Francisco Pride in good standing.
B. The board shall appoint all members of advisory committees.
C. Advisory committees may not exercise the authority of the Board to make
decisions on behalf of the corporation, but shall be restricted to making
recommendations to the Board or Board Committees.
Amended 3/4/14
Amended 12/2/14
Amended 6/3/14
1
Policy B.02
1/5/10
San Francisco Lesbian, Gay, Bisexual, Transgender
Pride Celebration Committee, Inc.
Conflicts of Interest Policy
I.
Purpose
The purpose of this policy is to protect the organization’s interests when entering into a
transaction or arrangement which might benefit the private interest of an officer or
director or which may otherwise be viewed by the organization’s stakeholders as
unethical. This policy supplements the California Non-Profit Public Benefit Corporation
Law.
II.
Definitions
A. Interested Person – Any director or principal officer who has a direct or indirect
financial interest and/or special interest, as defined below, is an interested
person. If a person is an interested person with respect to any affiliate of this
organization, s/he is an interested person
B. Financial Interest – A person has a financial interest is s/he has directly or
indirectly, through business, investment or family:
- an ownership or investment interest in any entity with which this
organization has a transaction or arrangement, or a compensation
arrangement with this organization or with any entity or individual with
which this organization has a transaction or arrangement, or
- a potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which this organization is
negotiating a transaction or arrangement.
C. Special Interest - A person has a special interest if s/he is:
- a member of an entity which may or may not be not-for-profit in nature
with which this organization has a transaction and/or arrangement,
- an employee, employer, family member or close associate of any person
who may be under consideration for any award, privilege or honor
bestowed by the organization
D. Compensation – includes direct and indirect remuneration as well as gifts or
favors that are substantial in nature.
E. Family - the term “family” shall include; spouse and/or domestic partner, child,
parent, and grandparent
F. Close Associate - the term “close associate” shall include co-workers, persons
who sit on the same board as the subject and persons with whom the subject (in
a representative capacity) shall conduct substantial business
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III.
Procedures
A. Duty to Disclose – In connection with any actual or possible conflicts of interest
an interested person must disclose the existence of and nature of her/his interest
to the directors or to the board committee considering the proposed transaction,
arrangement, award, privilege or honor.
B. Determining Whether Conflict of Interest Exists – After disclosure of the
interest the interested person shall leave the board/committee meeting while the
interest is discussed and voted upon. The remaining board/committee members
shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest – Where a special interest
exists the interested person shall merely recuse themselves from all discussion.
Where a financial interest exists, the chair of the board/committee shall, if
appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement. After exercising due
diligence the board/committee shall determine whether this organization can
obtain a more advantageous transaction or arrangement with reasonable efforts
from a person or entity that would not give rise to a conflict of interest. If a more
advantageous transaction or arrangement is not reasonably attainable under
circumstances that would not give rise to a conflict of interest, the board/
committee shall, by majority vote of the disinterested directors, determine whether
the transaction or arrangement is in the best interests of the corporation, for its
benefit and whether the proposed transaction or arrangement is fair and
reasonable to this organization and shall make its decision as to whether to enter
into this transaction or arrangement in conformity with such determination.
D. Violations of this Policy – If the board/committee has reasonable cause to
suspect or believe that a director or officer has failed to disclose actual or possible
conflicts of interest, it shall inform the director/officer of the basis for such
suspicion and afford the director/officer an opportunity to explain the alleged
failure to disclose. If, after hearing the response of the director/officer and making
such further investigation as may be warranted in the circumstances, the board/
committee determines that the director/officer has in fact failed to disclose an
actual or possible conflict of interest, it shall take appropriate disciplinary and
corrective action in accordance with this organization’s Disciplinary Action &
Grievance Policy.
IV.
Records of Proceedings
The minutes of the Board and all Committees shall contain:
A. the names of the persons who disclosed or otherwise were found to have
a interest in connection with an actual or possible conflict of interest, the nature
of the interest, any action taken to determine whether a conflict of interest was
present, and the board/committee decision as to whether the conflict of interest
existed; and
San Francisco Lesbian, Gay, Bisexual, Transgender
Pride Celebration Committee, Inc.
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Policy B.02
1/5/10
B. the names of the persons who were present for discussions and votes relating
to the transaction, arrangement, award, privilege or honor, the content of the
discussion, including (in the case of a financial interest) any alternatives to
the proposed transaction or arrangement, and a record of any votes taken in
connection therewith.
V.
Compensation Committees
A. Voting by Compensated Party – A voting member of any committee whose
jurisdiction includes compensation matters and who receives compensation,
directly or indirectly, from this organization for services, is precluded from voting
on matters pertaining to her/his compensation.
B. Composition of Committee – Senior staff members who receive compensation,
directly or indirectly, from this organization, whether as employees or
independent contractors, are precluded from membership on any committee
whose jurisdiction includes compensation matters.
VI.
Annual Statements
Each director and principal officer shall annually sign a statement which affirms that such
person:
A. has received a copy of this organization’s Policies & Procedures Manual which
includes this policy,
B. has read and understands this policy,
C. has agreed to comply with this policy, and
D. understands that this organization is a charitable organization and that in order to
maintain its federal tax exemption it must engage primarily in activities which
accomplish one or more of its tax exempt purposes.
VII.
Periodic Reviews
To ensure that this organization operates in a manner consistent with its charitable
purposes and that it does not engage in activities that could jeopardize its status as an
organization exempt from federal income tax, periodic reviews shall be conducted. The
periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable and are the
result of arms-length bargaining.
B. Whether any acquisition of businesses or activities from non-charitable entities or
individuals results in inurement or impermissible private benefit
C. Whether any partnership or joint venture arrangements or arrangements with
management service organizations involving non-charitable entities or individuals
conform to written policies, are properly recorded, reflect reasonable payments
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Pride Celebration Committee, Inc.
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Policy B.02
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for goods and services, further this organization’s charitable purposes and do not
result in inurement or impermissible private benefit.
D.
Whether arrangements to provide services and agreements with other service
providers, employees and third-party payers further this organization’s charitable
purposes, and do not result in inurement or impermissible private benefit.
VIII.
Use of Outside Experts
In conducting the periodic reviews provided for in Section 7 of this policy, this
organization may, but need not, use outside experts such as, but not exclusively, a CPA
contracted to conduct an audit of the organization’s books and activities.
Approved by the Board 04.06.98
Amended 03.06.01