Glifaa is governed according to by-laws adopted by the membership.
As amended in parts, September 2022
ARTICLE I: Name
The name of the organization shall be glifaa, all lowercase except where standard rules of American English grammar require capitalization, hereafter referred to as “the organization”.
ARTICLE II: Purpose and Independence
Section 1. The purpose of the organization is: to advocate for the full legal and social equality of lesbian, gay, bisexual, transgender, queer, intersex, and asexual (LGBTQIA+) employees and their families in the Department of State, the U.S. Agency for International Development (USAID), the Foreign Commercial Service (FCS), the Foreign Agricultural Service (FAS), the United States Peace Corps (PC), Millennium Challenge Corporation (MCC), and all foreign affairs units of the U.S. government; to ensure that LGBTQIA+ employees and their families are protected from discrimination in employment and benefits on the basis of sexual orientation and/or gender identity; to promote diversity in the U.S. government by fostering the inclusion of LGBTQIA+ employees at all ranks and in all areas of the foreign affairs community; to provide LGBTQIA+ employees and their families with the support and guidance they need to have fulfilling careers and lives in public service; and to support and encourage efforts by the U.S. government to advance and defend the dignity and human rights of LGBTQIA+ people throughout the world.
Section 2. The organization is independent of the U.S. government and of any agency thereof. The organization may, as a majority vote of the Board of Directors determines, freely associate itself with an agency of the U.S. government under programs intended to support employee organizations/employee affinity groups. The organization is non-partisan and independent of any other non-profit, political, or lobbying group, association, or organization.
ARTICLE III: Membership
Section 1. In administering membership and affiliation, the organization, its officers, members, and affiliates shall make no distinction solely on the basis of race, color, religion, national origin, citizenship, sex (including pregnancy and gender identity), age, marital status, sexual orientation, political affiliation, disability, military service, or one’s involvement with legally protected activity (such as the EEO process or reporting prohibited personal practices or waste of public funds, violations of the law, or abuse of authority). Membership in or affiliation with glifaa is not indicative of a particular sexual orientation or gender identity.
Section 2. Full membership in the organization, based on a shared belief in the purposes of the organization as delineated in Article II, is open to: all active or retired employees of the Department of State, USAID, FCS, FAS, the U.S. Peace Corps, Millennium Challenge Corporation (MCC), and foreign affairs units of other U.S. government agencies; all partners and spouses of such active or retired employees; and all contract employees who, during the term of their full membership, are assigned to work in the aforementioned institutions and bear a valid identification badge issued by one of those agencies.
- Full members, referred to in these by-laws as “members”, shall be granted all rights and privileges offered by the organization, including the right to vote, hold those offices for which they qualify, and any and all other benefits as determined by the Governing Committee.
- Full membership requires registration with the organization and payment of dues in a manner prescribed and publicized by the Board of Directors and Governing Committee under the conditions of Sections 4 and 5 of this Article. The Board of Directors may also, as they deem fit, require a prospective member to provide proof that s/he meets the qualifications for membership set forth in Section 2 of this Article. No other test, requirement, or demand may be imposed on those seeking membership.
Section 3. Affiliate membership with the organization is available to any person: committed to the purposes of the organization as delineated in Article II; not meeting the qualifications of Section 2 of this Article, including those requirements set forth in Section 2.B of this Article; and whose participation in and access to the proceedings of the organization is not contradictory to the purposes and/or activities of the organization, in the opinion of the majority of the Board of Directors. Affiliate members include, but are not limited to, Locally Engaged Staff abroad of those agencies listed in Article II.
- Affiliate members, referred to in these by-laws as “affiliates” or “affiliate members”, may not vote nor hold any office constituting the Board of Directors of the organization. Any and all other benefits for affiliate members shall be determined by the Governing Committee.
- The Governing Committee may require that affiliate members register with the organization in a manner or manners prescribed and publicized under the conditions of Section 5 of this Article.
Section 4. The Board of Directors shall by majority vote, within 30 days of assuming office, prescribe a structure of dues for members that will be in effect for all dues paid during the organization’s fiscal year that begins during the Board’s term. This dues structure may include, but not be limited to, the cost of initial or renewal of annual dues, the cost of initial or renewal of dues for set terms of years, the cost of initial lifetime memberships in the organization, and any dues or fees that the Board determines should be assessed on affiliates for specific services or events. No Board may increase the amount of dues required from those who have paid for lifetime membership under previous dues structures. The Board must publish the dues structure on the organization’s website, through written communication with all current members, and in all printed materials whose sole purpose is to recruit prospective members.
Section 5. The Governing Committee may, from time to time, determine what personally identifiable information, including but not limited to, name, position title, mailing address, e-mail address, or telephone number that members and affiliate members must provide in order to be placed on the organization’s mailing lists, and/or to participate in events, social media or web forums, and/or other benefits. The Board of Directors must publish these requirements and an explanation of the need and uses for such information on the organization’s website, through written communication with all current members and affiliates, and in all printed materials designed to inform or recruit prospective members.
Section 6. No member may be deprived of membership without just cause. In the event that the Board of Directors should determine just cause exists for termination of membership, it shall present its findings to the voting membership for decision. Any member subject to termination has the right to counsel at his/her expense and to present his/her case to the full membership for a decision by vote. Just cause for termination of membership shall include, but not be limited to, willful violation of any Article of these by-laws; violent or abusive behavior directed toward any other member or affiliate during any glifaa-sponsored event; or willful misuse or unauthorized appropriation of the organization’s name, approved logos, and/or social media, web forums, or mailing lists.
Section 7. No affiliate may be denied those benefits approved by the Governing Committee unless a majority of the Board of Directors determines that the affiliate’s continued access is contrary and/or detrimental to the purposes and activities of the organization. Where the Board makes such a determination, the affiliate shall have the right to provide a written appeal to the full membership. The voting membership shall then review the appeal and decide whether to affirm or overturn the Board’s decision.
ARTICLE IV: Confidentiality
Personally identifiable information collected by the organization and contained in organization records will not be released without explicit authorization of the member or affiliate. The organization’s member and affiliate lists may not be shared, sold, or otherwise provided directly or indirectly to any other commercial, non-profit, or government entity, except as may be required to comply with lawful orders of a court or government agency.
ARTICLE V: Governance and Officers
Section 1. The organization shall be governed by a Board of Directors and a Governing Committee.
Section 2. Except where otherwise specified in these by-laws, all questions placed before the Board of Directors, the Governing Committee, and/or the members shall be decided by a simple majority, and any and all such decisions shall be binding on the organization and its officers until repealed or superseded.
Section 3. The Board of Directors shall consist of the following elected officers:
- A President who, shall be an active employee of one of the agencies delineated in Article II and have been such an employee for no less than five years at the time of election; as Spokesperson, shall be the primary representative of the organization; shall supervise the general business and affairs of the organization; and shall preside at all meetings of the Boards and of the general membership, except that he or she may appoint interim presiding officers as necessary in his or her absence to carry out the organization’s work;
- A Vice President for the Department of State, who shall be an active employee of the Department of State and shall be responsible for coordinating all activities of the organization as they relate to dealing with the management or policies of the Department;
- A Vice President for USAID, FCS, FAS, Peace Corps, MCC, and other U.S. government agencies with foreign affairs units who shall be an active employee, or contractor meeting the requirements of full membership, of one of those agencies and shall be responsible for coordinating all activities of the organization as they relate to dealing with the management or policies of those agencies;
- A Secretary/Treasurer, who shall be responsible for keeping accurate minutes of all meetings; for collecting dues and receiving any other donations or contributions; and for disbursing funds with the authorization of the Board, or, in time-sensitive situations and for expenditures not exceeding $250, with the sole authorization of the President acting on behalf of the Board; for maintaining an accurate accounting of the organization’s funds which shall be presented to the membership at each business meeting; and for chairing the Election Committee under certain conditions;
- A Communications Director, who shall be responsible for the preparation and transmission of a regular newsletter to inform members of ongoing activities and issues which shall be provided to all members and affiliates, and such others as the Board of Directors may direct; for overseeing the maintenance of the organization’s central e-mail, website, and membership database; and for coordinating all interactions with the press and public;
- A Social and Outreach Director, who shall be responsible for initiating and organizing events throughout the year to provide or support social, professional, and developmental outlets for the organization’s membership, including annual PRIDE events, parties and providing opportunities to liaise with other members of the LGBTQIA+ community; and,
- A Policy Director, who shall be responsible for developing and coordinating the implementation of the organization’s advocacy strategies on behalf of LGBTQIA+ employees throughout the agencies delineated in Article II; and for coordination with other federal LGBTQIA+ employee groups on shared strategies to advance the equality and inclusion of LGBTQIA+ federal workers.
- A Post Representative Coordinator, who will oversee glifaa’s Post Representative program by maintaining a publicly available and up-to-date list of glifaa Post Representatives overseas, introducing new glifaa Post Representatives to their role, and engaging in regular communication with Post Representatives on behalf of the board.
- A Parent and Family Members Coordinator, who will be the board’s main point of contact for all issues of importance to glifaa members with children, LGBTQIA+ eligible family members, and similar dependent family members other than spouses.
Section 4. In addition to those specific qualifications listed in Section 2 of this Article, an officer of the Board of Directors must be a member of the organization; must be nominated by himself or herself, or any other member of the organization, for an officer position; and must confirm to the President his/her willingness to serve if elected. Any member seeking office as the President, either Vice President, Secretary/Treasurer, or Social and Outreach Director must be stationed or reside in the Washington, DC metropolitan area for at least 9 months of his/her prospective term.
Section 5. The Board must be composed at all times of at least three elected officers. When an officer position is vacant for any reason, the remaining officers are authorized to fill the vacancy by appointing a member of the organization, meeting all necessary qualifications, to serve in that capacity until the next ordinary election.
Section 6. The Board of Directors is authorized to: set the dues for membership; manage the organization’s finances; expend sums upon approval, including the sequestration and administration of funds for the support of volunteer activities related to the promotion of LGBTQIA+ human rights abroad undertaken by members; approve an annual budget; define the authority of officers; approve and set policy; issue statements public or otherwise on behalf of the organization; and to take all other reasonable and necessary actions to achieve the organization’s purposes and sustain the organization’s existence and efficacy. The Board is responsible to conduct business in a transparent way and report activities and expenditures to the membership on a regular basis.
Section 7. The Governing Committee shall consist of all elected officers of the Board of Directors and of the following officers, or other ad hoc positions, appointed as the Board deems necessary and by majority vote of the Board:
- Contractor Affairs Coordinator, who shall be a contract employee assigned to work in the Department of State, USAID, FCS, FAS, the Peace Corps, and the Millennium Challenge Corporation and bearing a valid identification badge issued by one of those agencies;
- Glifaa Volunteer Program Coordinator; and,
- Legal and Legislative Affairs Coordinator.
Section 8. A Person appointed to the Governing Committee by the Board of Directors may be a member or affiliate of the organization; must be nominated by himself or herself (if a member), or by any other member of the organization; and must confirm to the President his/her willingness to serve if appointed.
Section 9. The Governing Committee shall advise the Board of Directors in all decisions and carry out those functions delegated to it by these by-laws or by a majority vote of the Board of Directors, provided that the Governing Committee shall have no authority over the expenditure of funds.
Section 10. A majority of the Board of Directors may remove a member of the Board or the Governing Committee for failure to attend meetings, or for other just cause, following the notice of such action to the Board and/or Committee members at least one business meeting before the date of the proposed action. Such removal shall not, however, affect the membership status of the individual in and of itself.
Article VI: Terms of Office and Elections
Section 1. The term of office for the Board of Directors shall be for a period of one year and shall begin on September 1 of the year in which the Board shall have been elected; except that this provision shall not be construed to extend the term of any Board elected before the passage of this section, and the term of the first Board elected after the passage of this section may be extended so that all subsequent Boards assume office on September 1.
Section 2. There is no limit to the number of times a member may be elected to any office, provided that s/he continues to meet the qualifications for the office. No person shall be appointed to fill a position on the Board of Directors, as provided in Article V, Section 4, for more than three consecutive terms of office.
Section 3. Ordinary elections for the Board of Directors shall occur annually during the month of June. All members of the organization are permitted to vote in such elections. No later than May 1, the Board of Directors shall appoint an Election Committee consisting of no less than three members. No person who is a candidate for any office may be a member of the Election Committee. Where the Secretary/Treasurer is not a candidate for any office, s/he shall be the chair of this committee. Where the Secretary/Treasurer intends to stand for an elected office, the Board of Directors shall appoint from amongst themselves or from the Governing Committee a chair of this committee, who may not be a candidate for any office. This committee shall establish and publish, no later than May 15, dates and methods for the following steps in the election process: solicitation of nominations for candidates; review of nominees’ qualifications and publication of names and statements from qualified candidates; voting; counting of votes by the Election Committee; certification of results by the Board of Directors; and publication of results.
Section 4. Extraordinary or special elections for the Board of Directors shall occur whenever, through resignation, removal, or other circumstances there are less than three officers remaining on the Board of Directors. Under such conditions, the remaining officers shall appoint an election committee chaired by the ranking remaining officer. No person who is a candidate for any office may be a member of the Election Committee. This committee shall establish and publish immediately dates and methods for the following steps in the election process: solicitation of nominations for candidates; review of nominees’ qualifications and publication of names and statements from qualified candidates; voting; counting of votes by the Election Committee; and publication of results. No less than fifteen days may elapse from the date on which the Election Committee publishes the foregoing and the date on which voting begins.
Article VII: Meetings
Section 1. The Governing Committee shall hold monthly business meetings open to all members and such affiliates as the Committee may deem appropriate. The date and location for these meetings shall be published to the members with as much notice as is practicable. A majority of the Board of Directors may vote to cancel this meeting in a given month when circumstances prevent its being held; however, no two consecutive monthly meetings may be canceled and no more than three monthly meetings may be canceled during a Board’s term of office.
Section 2. Additional extraordinary or special meetings of the membership may be called by the Board of Directors as necessary.
Section 3. No quorum is necessary for the conduct of monthly business meetings or for the conduct of a voice vote of members present at such meetings. Such voice votes shall be decided by the President or other presiding officer, and the decision reached shall be followed by the Board and the Governing Committee, unless contradicted by a unanimous vote of all Governing Committee members or a written vote of the membership. Any member of the organization may also request that a matter presented at a meeting be placed before the full membership for a vote, at which time the Governing Committee will determine and publish the date(s) and method for members to vote in writing on the question. Decisions so taken are binding on the organization and its officers unless and until repealed or superseded.
Section 4. Executive sessions limited to the Board of Directors and/or the Governing Committee may be called by any member of either body, provided that at least a summary of the issues discussed at such sessions be provided to the members.
Section 5. Quorum for the purposes of executive sessions shall consist of at least three officers of the Board of Directors and at least half of the remaining members of the Governing Committee.
Section 6. The Board of Directors and Governing Committee may vote on questions before them during monthly business meetings, executive sessions, or in writing by email or other means. Board and Governing Committee members not attending a meeting or session at which a vote is to be taken may designate another Board or Committee member as a proxy, provided such proxy is delivered in writing to the entire Governing Committee prior to the meeting or session. In the absence of such proxy, absent Board or Governing Committee members shall be considered to have voted as not present.
Section 7. The President or his/her designee shall preside over all business, extraordinary or special, and executive session meetings and shall insure that all meetings are conducted in an orderly, respectful manner that permits all those present to be heard.
ARTICLE VIII: Amendments
Section 1. Any member of the organization shall have the right to propose amendments to these by-laws.
Section 2. When amendments are proposed, the Governing Committee will publish them to the members and add them to the agenda for consideration at the next business meeting. At this meeting, the Governing Committee will announce, and subsequently publish to the members, the date(s) and method for voting on the proposed amendment. The date on which voting begins shall be no less than seven and no more than 30 days from the meeting at which the proposed amendments are considered. The Secretary/Treasurer shall be responsible for counting and certifying to the Governing Committee the results of the vote.
Section 3. Amendments shall be considered adopted when two-thirds of members casting votes approve.
Section 4. No amendment affecting the terms, duties, number, or powers of the Board of Directors or the Governing Committee may enter into force during the term of office of the Board of Directors under whom such amendments are approved.
ARTICLE IX: Conformity with U.S. Law
Notwithstanding any other section of these by-laws, the organization shall comply with all provisions of U.S. law and regulation which may be relevant to the functioning of the organization and do not cause the organization to discriminate against its members, including, but not limited to, all Labor-Management Relations laws and regulations which apply to the foreign affairs agencies delineated in Article II.
ARTICLE X: Conflict of Interest Policy
Section I: Purpose
The purpose of the conflict of interest policy is to protect glifaa’s (the “Organization’s”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section II: Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section III: Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, s/he shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, s/he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section IV: Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
- a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section V: Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section VI: Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- a. Has received a copy of the conflicts of interest policy,
- b. Has read and understands the policy,
- c. Has agreed to comply with the policy, and
- d. Understands the Organization is charitable and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section VII: Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining,
- b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section VIII: Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
AMENDMENT I: (July 2018)
Members shall have the right to express their views freely at meetings and in all fora (including online fora) administered by the organization, and this right shall not be abridged except as provided for in these bylaws. Each Board of Directors shall appoint one or more elected officials to moderate such fora, but no member posting in any online forum may be deleted from such forum unless such posting constitutes behavior which could cause a membership to be terminated as provided for in these bylaws.