Bylaws

Duluth Superior 2SLGBTQIA+ Pride, Inc.
Adopted February 7, 2006
Revised February 24, 2026

ARTICLE I – NAME

This organization is a nonprofit corporation duly organized under Minnesota Statutes,
Chapter 317A and laws amendatory hereof and supplementary thereto. The name of this
organization shall be Duluth Superior 2SLGBTQIA+ Pride, Inc., also known as Duluth
Superior Two Spirit, Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, Asexual, Pride, Inc. The corporation may do business under an assumed name chosen by the organization’s
executive committee as long as such a name recognizes the Two Spirit, Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, Asexual, and broader community.

ARTICLE II – MISSION

The mission of this organization is to serve the people of the Duluth Superior area community’s diverse sexual and gender identities by organizing safe and inclusive events that celebrate equality and self-expression.

ARTICLE III – Purpose and Objectives

SECTION 1. PURPOSE AND OBJECTIVES:

The purpose and objectives for which the corporation is organized and the nature of the business to be carried out by it are as follows:

To act as a 501(c)3 nonprofit organization
To organize an annual Pride festival and other activities throughout the week for the people of the Duluth Superior area community’s diverse sexual and gender identities.
To perform charitable duties in the Duluth Superior area (through fundraisers, donations, event planning and hosting, etc) for any particular charitable organization chosen by the general committee
To be an organization for the people of the Duluth-Superior area community’s diverse sexual and gender identities.
To establish a cohesive organization in which members can collectively communicate and work with each other
To promote and support any diverse sexual and gender identities community events held locally or elsewhere
To establish a group of people to collectively work on fundraising events and organizational activities

SECTION 2. BENEFITS TO MEMBERS AND NONMEMBERS:

No part of the net earnings of the corporation shall inure the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or the distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE IV – OFFICES

SECTION 1. PRINCIPAL OFFICES:

Although the organization serves both Northeastern Minnesota and Northwestern Wisconsin, this is a corporation organized under Minnesota statute and as such; principal offices shall be located in the State of Minnesota.

SECTION 2. OTHER OFFICES:

The corporation may also have additional offices both within and outside the state of Minnesota, as determined by the general committee.

ARTICLE V – MEMBERSHIP

SECTION 1. POLICY CREATION:

The General Committee will legislate all material policy.

SECTION 2. MEMBERS OF THE GENERAL COMMITTEE:

The General Committee is made up of individuals who support the mission of the organization and desire to further the organization’s purpose and objectives.

A. General Committee Members- A person becomes a general committee member upon meeting the following condition:

a. Has attended a minimum of one general committee meeting within the immediate past twelve months
b. Affirms the code of conduct
c. Has no unresolved disciplinary matters

B. Voting Members- A person becomes a voting member upon meeting all of the following conditions:

a. Has attended a minimum of three general committee meetings within the immediate past twelve months
b. Affirms the code of conduct
c. Has no unresolved disciplinary matters

C. Executive Committee Members- A person becomes an executive committee member upon affirmative vote at the annual meeting or otherwise determined date. Executive committee members are held to the same expectations and requirements of all members. Roles and responsibilities are detailed in Article VII.

SECTION 3. ADMISSION

Voting membership begins upon confirmation of attendance of the third meeting within the immediate past twelve months at the beginning of said third meeting. Secretary or Co-Chairs can confirm voting membership eligibility.

SECTION 4. RIGHTS, RESPONSIBILITIES, AND LIMITATIONS OF MEMBERS:

A. Members may:

a. Attend meetings
b. Participate in committees
c. Volunteer
d. Receive organizational communications

B. Members must:

a. Adhere to the Code of Conduct
b. Maintain good standing

C. Members may not (without board approval):

a. Bind the organization contractually
b. Represent themselves as authorized agents
c. Obligate Duluth Superior Pride financially
d. Negotiate partnerships, sponsorships, or agreements on behalf of Duluth Superior Pride

SECTION 5. MEMBERSHIP ROLL AND RECORDKEEPING

A. The secretary shall maintain accurate attendance for all meetings, including voting status.

B. The membership roll shall not be used for external, commercial, or political purposes.

SECTION 6. TERMINATION OF MEMBERSHIP

A. Membership may be terminated for:

a. Violation of the code of conduct;
b. Harassment, discrimination, or harmful conduct;
c. Substantiated misconduct affecting the organization;
d. Failure to maintain eligibility requirements.

B. Termination requires notice, opportunity to respond, and final determination by the Board.

SECTION 7. GRIEVANCE AND REINSTATEMENT

A. Members may file grievances regarding violations of rights or misconduct.

B. The board shall review and recommend corrective action.

C. A member whose membership is terminated may apply for reinstatement after twelve (12) months, subject to Board approval.

SECTION 8. LIABILITY WAIVER AND INSURANCE:

This organization assumes no responsibility and the enactment of the waiver procedure shall endure.

ARTICLE VI – ANNUAL MEETING

SECTION 1. DATE OF ANNUAL MEETING:

The annual meeting shall be held the third Wednesday of December (or otherwise determined date) at a time and location determined by the general committee.

SECTION 2. NOTIFICATION OF THE ANNUAL MEETING:

Meeting notices shall be conspicuously published at least ten days prior to the annual meeting by the direct marketing and website manager and shall be distributed in a manner as determined by the general committee.

SECTION 3. PARTICIPANT QUALIFICATIONS FOR THE ANNUAL MEETING:

The annual meeting shall be open to both members and to allies of the Duluth Superior community’s diverse sexual and gender identities. To be eligible to vote, the member must have attended at least three general committee meetings in the immediate prior 12 months (ARTICLE V, Section 2).

ARTICLE VII – EXECUTIVE COMMITTEE

SECTION 1. EXECUTIVE COMMITTEE:

The Executive Committee shall consist of seven officers and at least two At-Large Executive Committee Members. Elected Officers shall consist of two Co-Chairs, Secretary, Public Relations Coordinator, Treasurer, and Assistant Treasurer.

SECTION 2. ELECTION OF THE EXECUTIVE COMMITTEE:

Election of the Executive Committee shall take place at the annual meeting (ARTICLE VI). At this meeting, the membership shall elect a new Executive Committee by secret or open ballot.

SECTION 3. TERM OF SERVICE:

Executive committee members shall serve a term of one year. Members of the executive committee may be reelected.

SECTION 4. RESPONSIBILITIES AND DUTIES:

The executive committee shall be responsible for the day-to-day business of Duluth Superior 2SLGBTQIA+ Pride, Inc. and its activities, and will administer accordingly.

SECTION 5. REMOVAL FROM OFFICE:

Officers and at-large members of the executive committee may be removed from office by the affirmative vote of two thirds of the voting members present at a meeting of the general committee.

SECTION 6. OFFICER JOB DESCRIPTIONS:

A. Co-Chairpersons

1. Shall serve as chief executive officer of Duluth Superior 2SLGBTQIA+ Pride, Inc.
2. The co-chairs shall preside at all general meetings and facilitate said meetings in an orderly fashion.
3. Shall enforce the rules and policies set forth by the general committee and in the corporate bylaws.
4. Shall ensure fair discussion and consideration at meetings.
5. Shall serve the community to ensure the organization's good reputation.
6. Shall appoint (with the advice of the general committee) chairperson of subcommittees as necessary.
7. Shall assist committee chairs to ensure that they have all of the resources to carry out their duties.
8. Shall perform all duties incident to the office and other such duties as may be prescribed from time to time.
9. Shall be responsible for all communications with news outlets and the distribution of press releases.

B. Secretary

1. Shall keep minutes of all general meetings.
2. Shall provide sufficient copies of the minutes of the previous general meeting at or prior to each proceeding general meeting.
3. Shall keep and maintain attendance records of all general pride committee meetings.
4. Shall serve the community to ensure the organization's good reputation.
5. Shall perform all duties incident to the office and other such duties as may be prescribed from time to time.
6. Shall maintain and make necessary edits to the bylaws (as directed to do so by the general committee).

C. Direct Marketing & Website Manager

1. Shall manage website development and updates.
2. Shall maintain the Pride email and send out necessary mass emails.
3. Shall perform all duties incident to the office and other such duties as may be prescribed from time to time.

D. Content and Design Manager

1. Shall design posters and build artwork for social media and other forms of advertisement
2. Shall perform all duties incident to the office and other such duties as may be prescribed from time to time.

E. Social Media Manager

1. Shall manage posting across all platforms of social media
2. Shall respond to and forward social media messages as appropriate
3. Shall perform all duties incident to the office and other such duties as may be prescribed from time to time.

F. Treasurer

1. Shall have charge, custody of, and be responsible for all funds of the corporation.
2. Shall receive and give receipts for the funds due and payable to the corporation.
3. Shall deposit all such funds in the name of the corporation.
4. Shall oversee the budget.
5. Report and give copies of all monetary transactions to the executive committee.
6. Shall report financial status to the general committee on a quarterly basis.
7. Shall serve the community to ensure the organization’s good reputation.
8. Shall perform all duties incident to the office and other such duties as may be prescribed from time to time.
9. Shall be the custodian of corporate records and the corporate seal.

G. Assistant Treasurer

1. Assist the treasurer
2. Aid in budget detailing
3. Verify all accounting and transactions with bank accounts
4. Shall serve the community to ensure the organization’s good reputation
5. Shall perform all duties incident to the office and other such duties as may be prescribed from time to time.

SECTION 7. VACANCIES

A. Any vacancy of an elected officer shall be filled by a general election (officers as outlined in ARTICLE VII, Section 6)
B. An election to fill the vacancy will be held at the first membership meeting following the notification of the vacancy to the general committee
C. Vacancies of at-large members will be filled at the discretion of the co-chairs.

ARTICLE VIII – MEETINGS

SECTION 1. REGULAR MEETINGS:

Regular meetings shall be held at such times and places as determined by the general committee. The general committee must meet at least once per calendar quarter. Executive committee officers retain the right to call and hold executive committee meetings as deemed necessary.

SECTION 2. ORGANIZATION:

Co-chairs shall preside over regular meetings of the executive committee and the general committee. In the event the co-chairs are absent, they may designate a member of the executive committee to preside at the meeting.

SECTION 3. RULES FOR DISCUSSION:

The general committee shall be responsible to formulate rules of discussion and debate for its meetings.

ARTICLE IX – DISSOLUTION

In the event that the dissolution of Duluth Superior 2SLGBTQIA+ Pride, Inc. becomes necessary, any remaining assets shall be donated to one or more diverse sexual and gender identities tax-exempt organizations as determined by the general committee.

ARTICLE X – MAILING LIST

The sale, gift, or availability of the membership mailing list to any party is prohibited. It shall be used solely for the exclusive benefit of Duluth Superior 2SLGBTQIA+ Pride, Inc.

ARTICLE XI – ORGANIZATION FUNDS

SECTION 1. LENDING:

The lending of organizational funds to any member, director, or officer is prohibited.

SECTION 2. PURPOSE OF FUNDRAISING PROCEEDS:

Any funds generated by fundraising efforts must be applied to the purpose for which the promotional materials name.

SECTION 3. BORROWING:

An affirmative vote of two thirds of the voting members present at a meeting of the general committee is required to borrow funds.

ARTICLE XII – AMENDING BYLAWS

These bylaws may be amended by the affirmative vote of two thirds of the voting members present at a meeting of the general committee, provided that the proposed amendment has been read at the preceding general committee meeting.

ARTICLE XIII — CODE OF CONDUCT & GRIEVANCE ARCHITECTURE

SECTION 1. PURPOSE:

The purpose of this Article is to establish behavioral expectations, maintain a safe and respectful environment for all participants, and provide clear procedures for addressing misconduct, harm, or grievances within the organization and its programs.

SECTION 2. SCOPE:

This article applies to all members, executive members, volunteers, contractors, and participants in any program, meeting, or event of the organization.

SECTION 3. CODE OF CONDUCT — GENERAL PRINCIPLES

A. All individuals governed by this article shall:

a. Treat all persons with respect, dignity, and good faith
b. Uphold the mission, values, and policies of the organization
c. Refrain from harassment, discrimination, bullying, or harmful conduct
d. Follow all safety rules, instructions, and venue-specific protocols
e. Avoid conflicts of interest, misuse of authority, or disruption of operations
f. Communicate honestly and act in the best interests of the organization and those communities
served

SECTION 4. PROHIBITED CONDUCT

A. Prohibited conduct includes, but is not limited to:

a. Harassment, discrimination, hate speech, or derogatory conduct
b. Bullying, intimidation, threats, coercion, or abusive behavior
c. Sexual misconduct, unwanted physical contact, or boundary violations
d. Violence or endangerment of others
e. Misuse of role, title, or organizational authority
f. Fraudulent, deceptive, negligent, or unethical actions
g. Retaliation against individuals who report misconduct
h. Violation of safety, ethical, or financial policies
i. Conduct causing significant reputational harm to the organization or community.

SECTION 5. REPORTING MISCONDUCT

A. Reports may be submitted verbally, in writing, or electronically.
B. Anonymous reports shall be accepted and investigated to the extent feasible.
C. Reports shall be directed to:

1. The board; or
2. An independent designee appointed by the board for sensitive matters.

SECTION 6. INITIAL REVIEW

A. Upon receipt of a report, the board shall:

a. Acknowledge receipt as appropriate
b. Conduct a preliminary review to determine whether further investigation is needed
c. Categorize the matter as one of the following:

i. Informal concern
ii. Formal grievance
iii. Urgent matter requiring immediate action.

SECTION 7. INVESTIGATION PROCEDURES

A. For formal grievances or urgent matters, the board shall:

a. Notify the respondent of the allegations
b. Collect statements, documents, or other relevant information
c. Interview the complainant, respondent, and relevant witnesses
d. Consult external professionals if necessary
e. Prepare a written summary of findings and recommended actions.

B. All investigations shall be conducted promptly, impartially, and with appropriate confidentiality.

SECTION 8. DISCIPLINARY ACTIONS

A. The board may impose:

a. Verbal or written warning
b. Required mediation or restorative action
c. Temporary suspension from duties, committees, or participation
d. Removal from committee or delegate roles
e. Termination of membership
f. Termination of employment, contract, or volunteer status with the organization
g. Referral to legal authorities for serious violations

SECTION 9. RESTORATIVE PROCESSES

Where appropriate and with the consent of affected parties, restorative methods may be used to address harm, rebuild trust, and reintegrate participants. Participation is voluntary for harmed individuals.

SECTION 10. APPEALS

A. Individuals subject to disciplinary action may file a written appeal within fourteen (14) days of notification.
B. Appeals shall be reviewed by the board or an appeals panel appointed by the board.
C. Decisions on appeals are final.

SECTION 11. PROTECTION AGAINST RETALIATION

Retaliation against individuals who report concerns, participate in investigations, or support ethical processes is strictly prohibited and constitutes grounds for removal or termination.

SECTION 12. CONFIDENTIALITY

Grievances, investigations, and disciplinary matters shall be handled with discretion. Information shall be disclosed only to individuals involved in review, investigation, or resolution.

SECTION 13. RECORDKEEPING

All reports, findings, and outcomes shall be documented and retained.

Duluth Superior Pride 2026