Rocket City Pride Bylaws

Tennessee Valley Rocket City Pride, Incorporated A Nonprofit Corporation February 8, 2026 (6th Edition)

RCP Mission

Rocket City Pride's mission is to uplift and unite the LGBTQIA+ community by fostering safe, affirming spaces where every person is seen, valued, and supported. Through connection, advocacy, and action, we work to build a more inclusive, resilient, and joyful community.

RCP Vision

Rocket City Pride envisions a society where members of the LGBTQIA+ community live openly and with dignity, supported by communities grounded in respect, compassion, and understanding; a future where differences are met with curiosity rather than fear, where bridges replace barriers, and where every person has space to belong and thrive.

RCP Values

Belonging

We believe every member of the LGBTQIA+ community deserves a place to be seen, welcomed, and held.

Care & Healing

We lead with compassion, honoring the healing that comes from acceptance, support, and shared humanity.

Pride & Truth

We celebrate the courage it takes to live openly, honestly, and with pride.

Community

We grow stronger through connection, mutual care, and unity.

Respect

We meet one another with dignity, kindness, and grace.

Hope

We believe in a future where LGBTQIA+ lives are honored and free to flourish without fear or compromise.

RCP Principles

Rocket City Pride is guided by the principle that every person possesses inherent worth and dignity, and we are committed to fostering a community that is free from discrimination in all its forms. We affirm and protect the full diversity of our community, including differences in race, religion, age, nationality, culture, ability, health, socioeconomic background, sexual orientation, and gender identity or expression. We commit not only to inclusion, but to equity in practice, holding ourselves accountable for advancing diversity, representation, and fairness in our programs, leadership, and decision-making. We strive to cultivate a culture of respect, understanding, and shared responsibility, and we actively work toward gender and racial parity across all areas of our organization.

ARTICLE I: Name and Location

Section 1: Name

The name of this corporation shall be Tennessee Valley Rocket City Pride, Incorporated hereinafter referred to as "Rocket City Pride." The corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of the United States of America, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the same Internal Revenue Code.

Section 2: Location

A. Mailing Address

The mailing address for Rocket City Pride shall be: P.O. Box ________ Huntsville, AL 358___

B. File Storage

All documentation relative to the organization and management of Rocket City Pride shall be scanned and uploaded to Rocket City Pride's Google Drive. Maintaining virtual files allowing for real-time access of all documentation by all Board Members is mandatory. Should any hard copies be retained that are duplicative to the virtual files, the location of said hard copies shall be maintained at:

218 W. Market Street Athens, Alabama 35611

The physical location of all hard copies shall be redacted from public view and may change without amending the Bylaws, by a simple majority vote by the Board of Directors.

ARTICLE II: Organizational Structure

Section 1: Membership

Rocket City Pride shall consist of the Executive Board, Board Members at Large, the Auxiliary Board, and the standing committee members.

Section 2: Fiscal Year

The fiscal year of Rocket City Pride shall start on January 1st and end on December 31st.

Section 3: Operating Year

For the purpose of terms of office, the operating year of Rocket City Pride shall start on January 1st and end on December 31st.

ARTICLE III: Executive Board/Board of Directors

Section 1: Authority and Composition

The Executive Board shall have all administrative, financial, and leadership functions and authority necessary to uphold and promote the mission, vision, and values of Rocket City Pride. For the purpose of these Bylaws and all other organizational documents, notices, etc., the term Board of Directors shall consist of the Executive Board and Board Members at Large. The President may also establish an Auxiliary Board, as needed, and provided for within these Bylaws.

Section 2: Executive Board

The Executive Board of the organization shall consist of the President, Vice President, Secretary, and Treasurer.

Section 3: Terms of Office

The Executive Board shall serve for a minimum term of two (2) consecutive operating years. The term shall begin at the annual meeting. An appointed Executive Board Member shall only serve the remaining term of the office replaced and shall be eligible for election of an additional term(s). The President may serve no more than two (2) consecutive terms. The current President may extend their term beyond four (4) consecutive years should the same be approved by a unanimous decision of the Board of Directors or in the event there are no qualified and willing candidates.

Section 4: Elections, Vacancies, and/or Removals

A. Elections

The elections of the Rocket City Pride Executive Board shall be accomplished by vote of the Board of Directors, and such elections shall occur during a regular meeting following the annual festival. The vote shall be held by a secret ballot. The results and ballots will be made available at the end of the meeting and recorded in the minutes. All ballots will be collected by the Secretary at the time of the election. Potential candidates for an executive board position shall be interviewed by the current Board of Directors and by any member of the Advisory Committee, if requested by either the President or by a member of the Advisory Committee. Notice of any vacancy shall be made no less than fifteen (15) days prior to the ballot meeting. The Board of Directors shall retain the right to remove any Executive Board Member if the Executive Board Member is unable or unwilling to carry out the duties assigned to the position. Such removal shall require a 2/3 majority vote of the Board of Directors, and such vote shall be conducted in the same manner as a vote for election, except that such a vote may only take place during a special meeting of the Board of Directors. In such an event, the Board of Directors shall have the authority to elect and/or appoint a replacement. Except for a past President or past Vice President, only a current Board Member may be appointed to the replacement President or Vice President position. Priority consideration shall be given to the Vice President and/or past President, if available, then to the current Members at Large, and then to other committee members.

B. Interim President

In the event of a vacancy in the office of President, or upon the temporary incapacity, absence, resignation, or removal of the President, the Board of Directors may appoint an Interim President to serve for such period and upon such terms as the Board may determine. During the term of appointment, the Interim President shall possess and exercise all of the powers, duties, responsibilities, and authority of the President as set forth in these Bylaws, including but not limited to the authority to act on behalf of the non-profit, execute instruments in the name of the non-profit, preside at meetings, and perform all functions customarily associated with the office of President. The Interim President shall be subject to the same standards of conduct, fiduciary duties, limitations, and oversight applicable to the President and shall be accountable to the Board of Directors in the same manner as an elected President. Unless otherwise expressly provided by resolution of the Board of Directors, the appointment of an Interim President shall not alter, diminish, or expand the powers of the office of President, nor shall it create any presumption of election to the office of President. The Interim President shall serve until the earlier of (i) the election or appointment of a President in accordance with these Bylaws, or (ii) removal by the Board of Directors.

C. Appointment of Officers

In the event that the offices of President and Vice President become vacant at the same time due to death, resignation, removal, incapacity, or any other unforeseen circumstance, the Board of Directors shall have the authority to promptly appoint a President from the existing Board of Directors to serve for the unexpired term of the vacant office. In so doing, the Board of Directors may consider seniority, but shall also take into consideration the potential appointees' capabilities, overall knowledge/experience, and demonstrated understanding of the role and its related responsibilities as these items shall be given more weight than seniority alone. The newly appointed President shall then appoint a Vice President to serve for the unexpired term of the vacant office. In the event that there is only one Board Member ever remaining, said Board Member shall assume the role of President and appoint the necessary officers from a pool of prospective applicants. Until such appointments are made, the Board of Directors may, by resolution, designate another officer, director, or other individual to temporarily assume the powers and duties of the President and/or Vice President as necessary to ensure the continued governance and operation of the organization. Any officer appointed pursuant to this Section shall have and may exercise all powers, duties, and authority of the office to which such officer is appointed, subject to any limitations imposed by the Board of Directors and consistent with these Bylaws. Officers appointed under this Section shall serve for the unexpired term of the vacant office or for such shorter period as the Board of Directors may determine and may be removed or replaced by the Board of Directors at any time, with or without cause, unless otherwise provided by law. In the event that more than half of the Executive Board resigns or is removed simultaneously, and two of the members to resign or be removed are the President and Vice-President, the remaining Board Members shall elect a President and that President shall appoint or instruct other Board Members to appoint, the necessary officers and additional Board Members-at-Large, as needed.

Section 5: Leave of Absence

All members of the Board of Directors will be permitted up to a thirty (30)-day leave of absence during their term as approved by the President. Any leave request more than thirty (30) days will require a resignation of position. The Board Member may reapply at the next cycle of elections or if the vacancy is still present.

Section 6: Compensation

All members of the Board of Directors of Rocket City Pride shall serve on a completely voluntary basis and shall receive no compensation for their services as members. Notwithstanding the above provision, reasonable advancement or reimbursement of expenses incurred in the performance of a member's duties may be allowed, subject to the Presidents' approval.

Section 7: Compliance

All members of the Board of Directors of Rocket City Pride, Committee Members, Auxiliary Board Members, and Volunteers shall maintain compliance with the Code of Conduct, and all other policies and procedures set forth under these Bylaws. Failure to follow or adhere to Rocket City Pride's Mission, Values, Principles, Vision statements, Rocket City Pride's Code of Conduct, or any other policy or procedure shall be immediately reviewable and may be cause for immediate removal.

ARTICLE V: Executive Board Qualifications and Duties

Section 1: President

The President shall oversee the Rocket City Pride organization.

A. Qualifications

If there is no current Board Member that is able and willing to take on the duties and responsibilities of the President, then the Board of Directors shall have the option to vote in a new member. The President must be of the age 21 and have demonstrated on a local, regional, or national level previous leadership, organizational, and program development capabilities. Other qualifications for the position of President may be determined by resolution of the Board of Directors. The President may be required to complete a background check prior to appointment.

B. Duties

The Rocket City Pride President is responsible for the overall planning, coordination, and execution of all Rocket City Pride programs, activities, and events. The Rocket City Pride President shall preside over all meetings of the Board of Directors. The President shall

ensure that all documentation required by law are properly maintained. The President shall determine organizational policies and procedures, as needed. They will ensure the administrative and operational activities are aligned with the Rocket City Pride strategic plan. The President shall lead Rocket City Pride in the pursuit of its mission, vision, and values in compliance with these Bylaws and with any other local state, and federal laws. The President shall be an ex-officio member of all standing committees. The President may appoint members to any committee or remove members from any committee at any time, provided that no such appointment or removal conflicts with any committee assignments given in these Bylaws. The President may also appoint a Committee Vice-Chair(s) to assist the Committee Chair in committee management. The President shall reserve the right and privilege of making emergency decisions, when necessary, to carry out the operations of the organization, as it aligns with its mission, vision, and values, including Pridefest and other organized events. Such decisions must be reported at the next meeting of the Board of Directors or addition to the minutes and may be subject to veto by a 2/3 majority vote of the Board of Directors.

Section 2: Vice President

The Vice President shall assist the President with overseeing the Rocket City Pride organization.

A. Qualifications

The Vice President must be of the age of 21 and have demonstrated on a local, regional, or national level previous leadership, organizational, and program development capabilities. Other qualifications for the position of Vice President may be determined by resolution of the Board of Directors. The Vice President may be required to complete a background check prior to appointment.

B. Duties

The Vice President is responsible for assisting the President with the overall planning, coordination, and execution of all programs, activities, and events. In the event the President is unavailable, the Vice President shall preside over all meetings of the Board of Directors. The Vice President shall assist in the leading of Rocket City Pride in the pursuit of its mission, vision, and values in compliance with these Bylaws and with any other local, state, and federal laws.

Section 3: Secretary

The Secretary supports the President and Vice President in ensuring the smooth functioning of the Rocket City Pride Board of Director meetings, keeping all meeting minutes, clarifying past practices and decisions, and retrieving relevant committee documentation.

A. Qualifications

Consideration for the office of Secretary may only be given to a candidate who has demonstrated knowledge in parliamentary procedures and document retention, as well as demonstrated abilities to record legibly, to transcribe and preserve the records of the organization.

B. Duties

The Secretary is responsible for recording all actions and keeping accurate records of all the proceedings of the Board of Directors meetings and disseminating the same to the respective membership. The Secretary shall keep on file all committee and auxiliary board reports and upon receipt of the reports record them with the date received and action taken on the report if appropriate. The Secretary shall furnish committees and auxiliary boards with documents necessary for the performance of their duties as needed and have on hand at each meeting a list of all existing committees, auxiliary boards, and their respective members. The Secretary shall maintain record book(s) in which the Bylaws, special rules of order, standing rules and minutes are entered with any amendments to these documents properly recorded and have the current record book(s) on hand at every meeting. The Secretary shall be responsible for the accurate record keeping of all monies received for Rocket City Pride and publish a monthly report. The Secretary shall be one of the two mandatory signatories on any Rocket City Pride bank account. The Secretary shall, in the absence of the Treasurer, present the financial reports to the Board of Directors.

Section 4: Treasurer

The Treasurer will report directly to the President and will be responsible for working directly with all Committee Chairs to develop a detailed annual budget. In addition, the Treasurer will work directly with the President and any retained outside accoun tants, certified public accountants, or other financial agents to ensure proper compliance with applicable laws, regulations, or other financial and/or accounting needs.

A. Qualifications

Consideration for the office of Treasurer may only be given to a candidate with requisite background experience in bookkeeping or accounting, or one who has been designated or licensed as a Certified Public Accountant. The Treasurer may be required to comp lete a background and/or credit check prior to election.

B. Duties

By virtue of their role, the Treasurer shall:

• Be the custodian of all monies received from the Secretary
• Be one of two mandatory signatories on Rocket City Pride bank accounts
• Maintain proper books of accounts
• Provide and manage the organizational and committee budgets within the guidelines of the Board of Directors.
• Handle accounts receivable/payable
• Cash management (before, during, and after events)
• Prepare financial reports for the President for regular Board of Directors meetings, as needed.
• Complete all State and Federal tax filings annually, before April 15.
• Perform all duties incident to the office of Treasurer and such other duties as may be required by law, by these Bylaws, or those that may be assigned by the President.

ARTICLE VI: Board Members at Large

Section 1: Board Member at Large

A. Terms of Office

Board Members at Large positions shall serve for a minimum term of two (2) years and may be renewed biannually.

B. Duties and Powers

All Board Members at Large must fulfill their duties as specified in these Bylaws. Further duties for Board Members at Large may be specified in resolutions of the President; however, these Bylaws will prevail if any conflicts occur between the Bylaws and such resolutions. All Board Members at Large will participate in all Rocket City Pride programs, activities, and events unless extenuating circumstances have been relayed and are approved by the President.

C. Qualifications

No person may be eligible to serve as the Rocket City Pride Board Member at Large must be the age of 21 and have demonstrated on a local, regional, or national level previous leadership, organizational, and program development capabilities. Other qualifications for the position may be determined by resolution of the current Board of Directors. The Board Member at Large may be required to complete a background check prior to appointment.

D. New Members

Any person desiring to be considered for a Board Member at Large position shall submit a resume and/or make a written application to the President. If such positions are available, the Board of Directors shall consider the relevant applicants for such positions and determine which applicants shall be invited to interview with the President and Board of Directors.

C. Existing Members

Existing members may request reappointment for the same or new position and shall be given priority in the selection process over nonmembers. Existing members shall not be required to submit a resume but shall complete an application or written request for renewal.

ARTICLE VII: Standing Committees

Section 1: Formation

These Bylaws or the Board of Directors may establish any number of standing committees and/or ad-hoc committees by resolution of the Board of Directors or President. Committee descriptions and primary activities or functions may be updated, amended, or rev ised as deemed necessary. Such revisions shall be made by resolution of the President and shall not require an amendment of these Bylaws.

Section 2: Standing Committees

The standing committees of Rocket City Pride shall be determined by the members, as needed. Subcommittees may be created to carry out a particular function or primary activity of the Committee and may be established by resolution of the Committee Chair or the President as needed. The establishment of subcommittees shall not require an amendment of these Bylaws. It shall be the responsibility of each committee to meet when called to do so by the Committee Chair or by the President. Either may organize a plan of action necessary to carry out the activities assigned to such a committee, and to develop recommendations regarding how the task shall be carried out along with a financial plan of expected income and any anticipated expenses, if any.

Section 3: Committee Chairs

A. Terms of Office

Committee Chair positions shall serve for a minimum term of one (1) operating year and may be renewed annually.

B. Duties and Powers

All Committee Chairs must fulfill their duties as specified in these Bylaws. Further duties for Committee Chairs may be specified in resolutions of the President; however, these Bylaws will prevail if any conflicts occur between the Bylaws and such resolut ions. It is the responsibility of the Committee Chair to establish the committee budget in coordination with the Treasurer, as well as to provide recommendations, in writing, invite questions, and accept suggestions from other members of their committee or the Board of Directors. Committee Chairs shall also assist in recruiting volunteers to serve on the committee. The Chair will present committee updates and information at each scheduled meeting of the Board of Directors. Each Chair shall accept committee member appointments as provided for in these Bylaws. Committee Chairs shall have authority to preside over committee and subcommittee meetings, establishing times and places as needed. Committee Chairs shall present minutes of committee or subcommittee mee tings to the Secretary. All Committee Chairs will participate in onsite festival and parade operations and will participate in all Rocket City Pride events unless extenuating circumstances have been relayed and are approved by the President.

Section 5: Vacancies

Vacancies occurring during the operating year may be left vacant until successors may be appointed. In the event a committee chair position has been vacated, the Vice-Chair shall be given priority in filling the vacancy.

Section 6: Standing Committee Membership

A. New Members

Any person desiring to be considered for appointment to a auxiliary board or committee member position shall submit a resume and/or make a written application to the Chair. If such positions are available, the Auxiliary Board Chair or Committee Chair shall consider the relevant applicants for such positions and determine which applicants shall be invited to interview with the President and Auxiliary Board Chair or Committee Chair.

B. Existing Members

Existing members may request reappointment for the same or new position and shall be given priority in the selection process over nonmembers. Existing members shall not be required to submit a resume but shall complete an application or written request for renewal.

Section 7: Advisory Committee

The President may establish an A dvisory Committee, as needed. The Advisory Committee shall serve only in an advisory capacity, assisting the President and Board of Directors in the overall management of the organization.

A. Appointment

Advisor appointments shall be made by the President. The President may appoint members to the Advisory Committee and remove members from the Advisory Committee at any time, provided that no such appointment or removal conflicts with any committee assignments given in these Bylaws. Appointments and removals shall be subject to review and appeal by the Board of Directors and may be overridden by a 2/3 majority vote.

B. Term of Office

Appointment to the Advisory Committee shall be for a term of one (1) operating year and may be renewed annually.

Section 8: Auxiliary Board

The President may establish an Auxiliary Board, as needed. The Auxiliary Board shall serve to assist the Board of Directors in fundraising, event planning, and community outreach.

A. Appointment

The President shall appoint an Auxiliary Board Chair who then shall be responsible for submitting potential members for the Aux iliary Board to the Boar d of Directors for vo ting. The Auxiliary Board Chair may remove members from the Auxiliary Board at any time for cause. The Auxiliary Board Chair may submit Auxiliary Board Members for r emoval, or review, to the Board of Directors. The Board of Directors shall then resolve such submissions with a decision to retain, or remove, by a 2/3 majority vote.

B. Term of Office

Appointment or election to the Auxiliary Board shall be for a term of one (1) operating year and may be renewed annually.

ARTICLE VIII: Meetings

Section 1: Annual Meeting

An annual meeting of the Rocket City Pride Board of Directors and Standing Committee memberships shall be held in the last month of the operating year. This meeting shall serve as a review of the activities and events for the concluding year. The Annual Meeting may be held in conjunction with the general planning meeting for the forthcoming year. The general planning meeting must be completed by the end of the first quarter of each year. Notice of the annual meeting shall be made by the Secretary no less than thirty (30) days prior to the scheduled meeting. Quorum for such a meeting shall not be required.

Section 2: Regular Meetings

The Board of Directors shall meet on a regular basis with such meetings to be scheduled by the President unless a majority of the Board of Directors shall agree otherwise. They shall meet a minimum of once per month. Notice of regular or recurring meetings of the Board of Directors shall not be needed. Regular or recurring meetings shall be sched uled based on the Board of Directors availability in conjunction with the planning needs of the organization. The schedule of regular or recurring meetings shall be made available to the public upon request.

Section 3: Special Meetings

Special meetings of the Board of Directors may be called by any member of the Executive Board, or by two (2) Board Members at Large. The means of notification may consist of email, letter, telephone, or text message and shall be deemed given when mailed or when the telephone or electronic notification is sent. Notice of any special meeting must be made a minimum of forty-eight (48) hours in advance of such meeting and notification must include the date, time, and location of the meeting and shall also list all business to be conducted at such meeting. Only business included in the notice may be conducted at the special meeting. The member of the Board of Directors who calls the meeting shall be the facilitator of the meeting.

Section 4: Standing Committee Meetings

Each standing committee shall hold regular committee meetings, the time and place of which shall be decided upon by the Committee Chair or by majority vote of the committee members. The Committee Vice-Chair shall serve as Secretary of all committee meeting s, provided that in their absence, the Committee Chair shall appoint another person to act as Secretary of the meeting. All committee minutes, actions, and decisions shall be submitted to the Board Secretary for recording. Each Committee Chair may also est ablish subcommittee meetings, at their discretion.

Section 5: Actions by the Board of Directors Without a Meeting

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting so long as the action is written and a 2/3 majority of the Board of Directors consent to such action. The consent must be in writing and sh all be filed with the minutes of the Board of Directors proceedings. For purposes of this section, the term "in writing" shall include email communication.

Section 6: Place of Meetings

Meetings shall be held at such places as may be designated by the President and/or Board of Directors.

Section 7: Telecommunication Meetings

Members of the Board of Directors or any committee thereof may participate in any meeting by means of conference call or similar communication equipment, if two -way communication between the participants can occur. Such participation in the meeting shall constitute the presence of that person at such meeting.

Section 8: Attendance

All members of the Board of Directors shall make a good faith and reasonable effort to attend all applicable meetings. Advisors shall be exempt from any attendance or absence provisions. Any member requesting absence or virtual attendance from a meeting, s hall notify the applicable Committee Chair or President prior to the meeting. Failure to attend three (3) scheduled meetings (specifically unexcused absences), either consecutively or non-consecutively may result in the removal of the President, Executive Board, or Board Members at Large, as provided within these Bylaws.

Section 9: Voting Rights and Privileges

A. Voting

Except for the President and Auxiliary Board, each member of the Board of Directors shall be entitled to one (1) vote on all actions affecting the committee and operations of the organization. Auxiliary Board Members shall hold no voting privileges. All members of the Board of Directors shall be entitled to vote for purposes of electing a new President.

B. Majority Action as Board of Directors

Every act, or decision made by a 2/3 majority vote of the Board of Directors present at a meeting duly held at which a quorum is present shall be an act of the Board of Directors, unless these Bylaws or provisions of law require a greater percentage or dif ferent voting

rules for approval of a matter by the Board of Directors. In the event of a tie, Robert's Rules of Order will be followed.

C. Quorum

Except as otherwise provided by statute or these Bylaws, a quorum shall consist of a simple majority of the voting members of the Board of Directors. Except as otherwise provided for in these Bylaws, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not present, and the only motion that the presiding officer may entertain at such meeting is a motion to adjourn. Quorum shall not be needed to conduct any business of any standing committee meeting.

Section 10: Meeting Conduct

Meetings of the Board of Directors shall be presided over by the President. The President and/or Vice President creates the meeting's agenda, and shall be the one to call the meeting to order. In the event of absence of the President, meetings may be conducted by the Vice President. The Secretary shall act as Secretary of all meetings of the Board of Directors, provided that, in their absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Executive and Standing Committee meetings shall be governed by Robert's Rules of Order, insofar as such rules are not incons istent with or in conflict with these Bylaws or with any provisions of law.

Section 11: Meeting Transparency

Any member of the public wishing to attend a regular meeting may request in writing, subject to President approval. The Board of Directors may enter a private session, closed to all but the Board of Directors members, by a 2/3 majority vote.

Section 12: Records, Minutes, and Books

A. Maintenance of Organization Records

Rocket City Pride shall keep minutes of all Board of Directors Meetings, indicating the time and place of such meetings, whether regular or special, and the names of those present and the proceedings thereof. Rocket City Pride shall maintain adequate and c orrect books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses. Rocket City Pride shall maintain a record of its members, indicating th eir name, address, telephone number, email address, the member's role and/or title, and the appointment and termination date. Rocket City Pride shall maintain a copy of these Bylaws, as amended, revised, or updated to date, which shall be open to public inspection.

B. Board of Directors Members' Inspection Rights

Every member of the Board of Directors has the absolute right at any reasonable time to inspect all physical properties, books, records, and documents of every kind belonging to Rocket City Pride.

C. Minutes of Special Meetings

Accurate minutes will be taken during special meetings of the Board of Directors and shall generally be redacted from copies of minutes made available to the general public.

D. Public Inspection

All minutes and other documents open to public inspection will be made available on the Rocket City Pride website. Any portion of the minutes may be redacted by a 2/3 majority vote of the Board of Directors. Under no circumstances, unless required by law o r allowed by a 2/3 majority vote of the Board of Directors, will the details of any sponsorship agreement or any other contract be made available to the public.

ARTICLE IX: Financial Policies and Procedures

Section 1: Seed Money Reserve

The seed money reserve is defined as a minimal amount of necessary funding to support basic operations of Rocket City Pride, specifically, funding needed in advance of the revenue- generating activities. Funding for the seed money reserve account shall come from excess revenues generated through current fiscal year operations.

Section 2: Inflation Adjustments

The seed money reserve amount shall be adjusted annually for inflation. The inflation adjustment shall be at a rate of five (5) percent per year.

Section 3: Allocation of Excess Revenues

Any excess revenues generated through current fiscal year operations and activities shall first be used tofund the following year seed money reserve account. Rocket City Pride will also establish an Emergency Operations Fund of no less than fifteen thousa nd dollars ($5,000). Any excess revenues remaining after funding the seed money reserve account and the Emergency Operations Fund will then be allocated in the following manner: forty (40) percent shall remain with Rocket City Pride and may be used or allocated in a manner as determined by resolution of the Board of Directors, and sixty (60) percent shall be used tofund community grants or awards program to provide funding and/or operational support to LGBTQIA+ or allied organizations in the Huntsville area. Specific details r egarding the community grants or awards program may be established by resolution of the Board of Directors.

Section 4: Budget

A tentative budget for Rocket City Pride should be submitted no later than the first meeting of the fiscal year. After the tentative budget is submitted and presented to the Board of Directors, the budget will lay on the table for thirty (30) days for fina l approval from the Board of Directors. Committees are expected to have an approved budget for their event prior to making expenditures that they are requesting reimbursement.

Section 5: Deposits and Withdrawals

Except as otherwise specifically determined by resolution, or otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the corporation shall be signed by two (2) of the following Executive Board: the President, Vice President, the Secretary, and/or the Treasurer. The Board of Directors may accept, on behalf of the organization, any contribution, gift, bequest, or devise for the nonprofit purpose of Rocket City Pride, but nothing herein s hall be construed as permitting personal gifts to Board of Directors or Standing Committee members, or agents in connection with their work for or with Rocket City Pride. Nothing may be accepted that conflicts with Rocket City Pride's mission, vision, and values. Any monies received and deposited for Rocket City Pride shall first be turned over to the Secretary to prepare the transmittal. The Secretary will turn over the deposit(s) and transmittal(s) to the Treasurer to deposit. All funds derived from programs, services rendered, admission and charges of events, and/or donations or sales of goods of Rocket City Pride shall be deposited to the credit of Rocket City Pride in such banks or other depositories as the President or the Board of Directors may select within five (5) business days. A copy of the transmittal, deposit slip, and a copy of the corresponding checks or cash documentation for each item should be retained by the Treasurer and Secretary. All checks received for deposit must be endorsed with the group name "FOR DEPOSIT ONLY." All checks and money orders written to Rocket City Pride and all checks written by Rocket City Pride must have a note in memo section. Debit card purchases and/or withdrawals require prior approval/notification to the President and Treasurer or before making a purchase/transaction.

Section 6: Reimbursements

To obtain reimbursement funds, vouchers must first be submitted to the Treasurer for approval and signature. Before reimbursement of funds, the voucher must include the signature of the Auxiliary Board Chair (if needed), Treasurer, and the President. The Auxiliary Board chair shall collect expenditures for each event and submit one (1) voucher with all receipts stapled to the voucher for each event. Vouchers should include the total amount being reimbursed. If reimbursement is to more than one (1) person, the Auxiliary Board Chair must note on the voucher the person and the reimbursement amount.

Reimbursement checks require two (2) signatures, the Treasurer and the Secretary. Receipts and/or invoices must be provided for all reimbursements. Receipts must be obtained from individual proprietors for services rendered. One (1) check will be written to reimburse one (1) person for multiple receipts.

Section 7: Execution of Contracts and Instruments

The President, except as otherwise provided in these Bylaws or prevented by law, may authorize any Executive Board Member, chair, or agent of Rocket City Pride to enter into any contract, or execute and deliver any instrument in the name of and on behalf of Rocket City Pride, and such authority may be general or confined to a specific instance. Such authorization shall be in writing, pursuant to a resolution of the President or the Board of Directors, and duly entered in the minutes. Unless so authorized, n

• Executive Board Member, chair, or agent shall have any power or authority to bind Rocket City Pride to any contract or engagement, or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

ARTICLE X: Miscellaneous Provisions

Section 1: Indentification

Every person who is or has been a member of the Board of Directors and their personal representatives shall be indemnified by Rocket City Pride against all costs and expenses reasonably incurred by or imposed upon them in connection with or resulting from any action, suit, or proceeding to which they may be made a party to by reason of their being or have been a member of the Board of Directors. Exemptions include such matters as to which they shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of their duties as a member of the Board of Directors. Costs and expenses shall include, but without limiting the generality thereof, attorney's fees, damages, and reasonable amounts paid in settlement.

Section 2: Governing Instruments

Rocket City Pride shall be governed by its Articles of Incorporation and these Bylaws, as amended, updated, or revised. These Bylaws shall become effective upon passage and adoption by the initial Board of Directors.

Section 3: Conflict of Interest

All members of the Board of Directors shall disclose any conflict of interest that may exist with regard to a vote that may be taken by the Board of Directors and shall refrain from voting in any matter where such a conflict exists. No person shall be admi tted to the Board

of Directors, who may have a conflict of interest with Rocket City Pride's mission, vision, and values. If an existing conflict is not disclosed, the person may be removed as provided for within these Bylaws.

Section 4: Assets and Property of Rocket City Pride

All assets and/or property, tangible or intangible, in whatever form, acquired or held by any board member by reason of board membership and/or serving as a volunteer in any capacity, shall be returned to the President or the appropriate Board Member at Large at the end of their term, removal, or resignation, whichever occurs first.

ARTICLE XI: Amendment Procedures

Section 1: Vote Required

Unless otherwise provided herein, these Bylaws may be altered, amended, repealed, or added to by a 2/3 majority vote of the Board of Directors. Such vote shall be made by persons present and shall not be subject to vote by proxy.

Section 2: Notice

Any action or vote affecting these Bylaws shall be done through a special meeting of the Rocket City Pride Board of Directors. Notice of any meeting to vote on such actions shall be given to the Board of Directors no less than thirty (30) days before the date of such meeting. Notice shall include the place, date, and time of the meeting and shall include the Bylaw article, section and/or paragraph number to be voted upon, as well as a description of any proposed changes or amendments by completion of the Bylaw Change Request Change Form (APPENDIX A).

ARTICLE XII: Dissolution or Disbandment

Section 1: Notice and Vote Required

Any action or vote to dissolve or disband Rocket City Pride shall be done through a special meeting of the Rocket City Pride Board of Directors. Notice of any meeting to vote on such actions shall be given to the Board of Directors no less than thirty (30) days before the date of such meeting. Notice shall include the place, date, and time of the meeting and shall include the purpose of such meeting. Dissolution or disbandment of Rocket City Pride shall only be accomplished by an affirmative vote of not less than eighty (80) percent of the Rocket City Pride Board of Directors.

Section 2: Distribution of Assets

Upon dissolution or disbandment of Rocket City Pride, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the organization, dispose of all of the remaining assets exclusively for the purposes of Rocket City Pride in such a manner, or to such organization(s) formed and operated exclusively for religious, charitable, educational, scientific, or literary purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, as the Board of Directors shall determine, or shall be distributed to federal, state, or local governments to be used exclusively for public purposes.

APPENDIX A

Code of Conduct

Tennessee Valley Rocket City Pride An Alabama Nonprofit Corporation

1. Purpose

This Code of Conduct establishes standards of ethical behavior and professional conduct for all individuals acting on behalf of Tennessee Valley Rocket City Pride (RCP), including board members, officers, employees, contractors, volunteers, auxiliary members, and representatives. The purpose of this Code is to ensure a safe, respectful, inclusive, and mission-aligned environment for the communities we serve and for one another.

2. Scope

This Code applies to conduct occurring:

• During organizational activities, meetings, programs, and events
• In communications (verbal, written, electronic, and social media)
• When representing the organization publicly or privately
• In both in-person and virtual environments

3. Core Values

All individuals acting on behalf of RCP are expected to uphold the organization's values, including but not limited to:

• Integrity and honesty
• Respect and dignity for all people
• Inclusion, equity, and accessibility
• Accountability and transparency
• Community care and mutual respect

4. Expected Standards of Conduct

All individuals shall:

• Act in good faith and in the best interests of the organization
• Treat others with respect, professionalism, and kindness
• Support a welcoming, affirming, and harassment-free environment
• Follow all applicable laws, organizational policies, and procedures
• Use organizational resources responsibly and only for authorized purposes
• Maintain appropriate boundaries and avoid abuse of position or power

5. Prohibited Conduct

The following behaviors are strictly prohibited:

A. Discrimination and Harassment

• Discrimination or harassment based on race, color, ethnicity, national origin, sex, gender identity or expression, sexual orientation, age, disability, religion, marital status, veteran status, or any other protected characteristic under applicable law
• Harassment, intimidation, bullying, or threats
• Sexual harassment or unwelcome sexual conduct of any kind

B. Abuse and Misconduct

• Physical, verbal, emotional, or psychological abuse
• Retaliation against anyone who raises concerns or reports misconduct
• Exploitation of vulnerable individuals or misuse of authority

C. Conflicts of Interest and Ethics Violations

• Failure to disclose actual or potential conflicts of interest
• Using organizational position for personal gain
• Accepting improper gifts, favors, or benefits

D. Misuse of Organizational Assets

• Theft, fraud, or misappropriation of funds or property
• Unauthorized use of the organization's name, logo, or resources

6. Confidentiality and Privacy

• Confidential or sensitive information obtained through organizational involvement must be protected and not disclosed without authorization
• Personal information about participants, donors, volunteers, or staff must be handled with care and in accordance with applicable privacy laws and organizational policies

7. Communications and Public Representation

• Individuals representing the organization must communicate truthfully, respectfully, and in alignment with the organization's mission and values
• Public statements or media engagement on behalf of the organization must be authorized
• Social media activity that clearly represents or impacts the organization must reflect this Code
• Individuals shall not respond publicly, whether in person or on social media, to any rumor or controversy involving RCP, nor shall an individual take a position publicly, whether in person or on social media, relative to any internal or external dispute regarding RCP.

8. Compliance With Law and 501(c)(3) Status All individuals must comply with:

• Alabama state and local laws
• Federal laws governing nonprofit organizations
• IRS regulations applicable to 501(c)(3) organizations, including restrictions on political activity and private benefit

9. Reporting Concerns

• Individuals who experience or witness conduct that may violate this Code are encouraged to report it promptly
• Reports may be made to the President or Vice President.
• Reports regarding inappropriate behavior of the President shall be made to the Vice President, Secretary and the Treasurer.
• Reports regarding inappropriate behavior of the Vice President shall be made to the President, Secretary and the Treasurer.
• Reports will be taken seriously and handled as quickly and confidentially as possible Good-faith reporting is protected. Retaliation is strictly prohibited.

10. Enforcement and Consequences

Violations of this Code may result in corrective action, up to and including:

• Verbal or written warnings
• Removal from a role, committee, or auxiliary
• Suspension or termination of service
• Removal from the Board of Directors The organization reserves the right to take immediate action when safety, legality, or organizational integrity is at risk.

11. Acknowledgment

All individuals covered by this Code of Conduct are required to acknowledge that they have read, understand, and agree to comply with its terms.

Signature:___________________________________________ Date:_______________________ Name: _______________________________________________

Witness: ____________________________________________ Date:_______________________ Title: ________________________________________________

APPENDIX B

Bylaw Change Request Change Form

Please use this form to propose changes to Rocket City Pride Bylaws. Duplicate this form so that every proposed change is on a separate form. Please identify the specific article and section of the proposed change (i.e. Bylaw Article X, Section I) I wish to: (Check one) ____ Change an existing Bylaw ____ Add a new Bylaw ____ Delete an existing Bylaw

Please list that Bylaw Article _________________ and Sections: ________________________.

Currently reads: _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ ________________________ _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ ________________________

Be amended by striking out and/or changing wording as follows: _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ ________________________________________________.

If adopted, the new bylaw would read:

_________________________________________________________________________________________________________ _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ ________________________________________________ Describe what you want to do and why, in detail. (Use additional paper if needed, numbering each additional page.) _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ __________________________________________________________________________.

Submitted by: _________________________________________ Date: ______________

APPENDIX C

Revision History

Date Edition Notes July 21, 2019 1st Edition Original Document November 1, 2019 2nd Edition Edited by then according to Google Drive revision history. January 12, 2021 3rd Edition Formatting and amendments as approved by the BOD at December 2020 Meeting. March 16, 2025

4th Edition Amendments as approved by BOD at March 2025 meeting. Date 5th Edition Amendments as approved by BOD at _____ meeting. February 8, 2026 6th Edition-RELAUNCH Amendments as approved by BOD at _____ meeting.