Mid-Missouri PrideFest
2025 Updated Bylaws 

1. Article I: Name
a. The name of the corporation shall be Mid-Missouri PrideFest, incorporated under
Missouri statutes for not-for-profit corporations. The corporation may conduct
business as Mid-Missouri PrideFest, Mid-Mo PrideFest, or other names
approved by the Planning Board.
b. For purposes of community engagement, the organization may use additional
DBAs, such as PrideFest, Mid-Mo Pride, or other relevant variations, provided
such usage is authorized by the Planning Board and carried out by official
members of the Executive Board, Planning Board, or employees of the
organization.
2. Article II: Purpose
a. The purpose of Mid-Missouri PrideFest is to develop, plan, fundraise, and host
an annual inclusive and celebratory festival for the Mid-Missouri community. The
organization may also host related events and activities that align with its mission
to foster a more inclusive and equitable environment for the LGBTQIA+
community, allies, and all Mid-Missourians.

3. Article III: Governance
a. Section 1: Structure
i. The corporation shall be governed by two distinct yet collaborative
bodies:
1. Executive Board: Responsible for leadership, governance, vision,
and fiscal oversight.
2. Planning Board: Responsible for general affairs, strategic
initiatives, and accountability.

b. Section 2: Executive Board
i. The Executive Board shall consist of the following officers:
1. President
2. Vice-President
3. Secretary
4. Treasurer
ii. Election and Terms:
1. Executive Board members shall be elected by the Planning Board
at the October wrap-up meeting for three terms.
○ Only current Planning Board members with at least one
year of service are eligible for nomination, with the
exception of the President, who must have served for a
minimum of two years.
○ Elections shall be conducted by secret ballot unless only
one candidate is nominated, in which case a voice vote is
sufficient.

2. Transition and Term Limits:
○ Executive Board members assume office on the first day
of the fiscal year.
○ No individual may serve in the same Executive Board role
for more than two consecutive terms without a two-thirds
(2⁄3) majority vote of the Planning Board.

c. Section 3: Executive Director Role
i. The duties of the President may be consolidated into an Executive
Director position only under the following conditions:

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1. A formal resolution is passed by a two-thirds (2⁄3) majority of the
Planning Board, determining that such a transition aligns with the
fiscal and operational capacity of the organization.
2. A financial review is conducted by a qualified external financial
professional, and the Planning Board certifies in writing that the
role will not create undue strain on the organization’s resources or
its ability to fulfill its mission as outlined in Article II.

ii. Restrictions and Oversight:
1. The Executive Director, if appointed, is an employee, not an
elected officer, and is subject to annual performance reviews by
the Planning Board.
2. The Executive Director may be terminated at any time by a
two-thirds (2⁄3) vote of the Planning Board.
3. A President transitioning into the Executive Director role must
vacate their position as President immediately upon appointment.

d. Section 4: Planning Board
i. The Planning Board is “the peoples’ body.” It acts as the most flexible,
most effective, and most clarifying body for Mid-Missouri PrideFest. It is
the final authority on all matters when required, as defined below in item
iii.
ii. The Planning Board shall consist of no fewer than five (5) and no more
than twelve (12) members, tasked with overseeing the general affairs of
the organization.
iii. Congruent with the interests and purpose of the organization, as outlined
in Article II herein, the Planning Board, the people’s body, shall always
act as the final authority on any matter via a two-thirds (2:3) majority vote.
iv. Responsibilities:
1. Serve as a check and balance on the Executive Board and
employees.
2. Approve major organizational decisions, including budgetary and
strategic initiatives, by majority vote.

v. Membership and Terms:
1. Planning Board members must volunteer with the organization for
at least one year and attend at least two-thirds (2⁄3) of meetings to
be eligible for nomination.
2. Members may serve indefinitely but are subject to reappointment
by a majority vote of the Planning Board every three years.

vi. Vacancies and Expansion:
1. The Planning Board may expand or reduce its size by a two-thirds
(2⁄3) majority vote, provided it does not shorten the term of any
current member.

e. Section 5: Accountability and Removal
i. Executive Board members and Planning Board members may be
removed for cause by a two-thirds (2⁄3) majority vote of the Planning
Board.
1. Grounds for removal include neglect of duties, financial
misconduct, or actions contrary to the organization’s mission.

4. Article IV: Meetings
a. All meetings of the corporation shall be open to the public unless a closed
meeting is approved as outlined below. The President and/or Executive Director

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(if consolidation actions have been invoked and approved) or the Planning Board
may move a meeting to a closed session for confidentiality purposes. Permitted
reasons for a closed session include, but are not limited to, personnel matters,
specific privacy requests, or contract negotiations.
i. Section 1: Closed Meeting Requirements:
1. A motion to move to a closed meeting must be approved by a
majority vote (50% or more) of the Planning Board members
present at the meeting.
2. The Secretary shall issue written notice of the occurrence of a
closed session within 24 hours following the meeting. This notice
shall include the date, time, and general purpose (e.g., personnel,
contracts) of the closed session without disclosing confidential
details.
3. Any meeting moved to a closed session must return to an open
session before adjournment.
4. Minutes from closed sessions must be recorded but are not
required to be made public unless legally required.

ii. Section 2: Meeting Frequency and Notice
1. The corporation shall hold no fewer than eight (8) meetings during
each fiscal year.
2. Dates and times of regular meetings shall be determined by a
vote at the first general meeting of the fiscal year.
3. Notice of the time and location of regular meetings shall be
provided at least one (1) week in advance via social media, email,
or other accessible methods.
4. The Board may act without a meeting if at least two-thirds (2⁄3) of
members consent to the action in writing. Such actions must be
documented and ratified at the next regular Board meeting.

iii. Section 3: Special Meetings
1. Special meetings may be called by the President and/or Executive
Director or any two (2) Board members with at least two (2) days’
notice provided by mail, email, or telephone/text.
2. The notice must include the reason for the meeting and a
proposed agenda.
3. Special meetings are reserved for urgent matters that cannot wait
until the next scheduled Board meeting.

iv. Section 4: Meeting Agendas
1. The President and/or Executive Director shall develop a proposed
agenda for each meeting and distribute it to all Board members at
least three (3) days before the scheduled meeting.
2. Board members may request amendments or additions to the
agenda, which must be submitted no later than 48 hours prior to
the meeting.

v. Section 5: Quorum Requirements
1. A simple majority (51% or more of members, including proxies)
shall constitute a quorum for the transaction of business.
2. If a quorum is not present, no items requiring a vote may be
discussed or acted upon.
vi. Section 6: Proxy Voting
1. Members may vote by proxy, provided the designation is

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submitted in writing, by email, or by text message to the Secretary
prior to the meeting.
2. Proxy designations shall count toward the quorum requirement.

vii. Section 7: Voting Requirements

1. The act of the majority of members or their proxies present and
voting at a meeting where a quorum is established shall constitute
the action of the corporation, unless a greater number is required
by the Articles of Incorporation, these bylaws, Missouri statutes,
or federal regulations.
viii. Section 8: Governance of Meetings

1. Meetings shall be governed by Robert’s Rules of Order Revised,
except where they conflict with the Articles of Incorporation, these
bylaws, policies, Missouri statutes, or federal regulations.
2. The Board may vote to suspend Robert’s Rules of Order for
specific meetings or agenda items as needed.

ix. Section 9: Community Involvement
1. Any community member may request to be added to a meeting
agenda.
2. Requests must be submitted no later than seven (7) days before
the meeting and will be accommodated whenever practical.

5. Article V: Officer Responsibilities
a. Section 1: Governance and Oversight
i. The Planning Board (hereafter referred to as “the Board”) is the
governing body of the organization and is responsible for governance,
vision, and oversight. No single officer, including the President or
Executive Director (if consolidation actions are invoked), shall act
unilaterally without the approval or direction of the Board. The Board is
the ultimate authority on strategic direction, financial stewardship, and
operational oversight. Single officers are entrusted with authority at the
Planning Board’s behest and may be removed thusly by the procedures
herein.

b. Section 2: “Ex Oficio” / “Past President,” henceforth
i. The Past President shall serve in an advisory capacity with the following
responsibilities:
1. Ensure continuity during governance transitions.
2. Oversee the transition of officers and directors.
3. Support the President in their role, as needed and directed by the
Board.
4. Provide historical context and support for organizational decisions.

c. Section 3: President
i. The President’s responsibilities are explicitly limited to leadership,
facilitation, and consultation, subject to the oversight of the Board:
1. Preside over all meetings of the Board unless otherwise specified
or delegated.
2. Serve as an ex-officio (non-voting) member of all committees.
3. Act as a liaison between the Board and committees to ensure
alignment with organizational goals.
4. Provide consultation and recommendations regarding the goals
and activities of the organization, subject to Board approval.
5. Collaborate with the Treasurer to propose an annual budget,

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which must be approved by the Board.
6. Serve as a public representative of Mid-Missouri PrideFest at
events and in media, as directed by the Board.
7. Perform other duties as explicitly delegated by the Board.
ii. Restrictions:
1. The President shall not have independent authority regarding
financial matters, contracts, or staffing decisions without prior
approval from the Board.
2. If the Executive Director role is consolidated with the President, all
powers and duties must remain subject to Board oversight, and
the Planning Board shall conduct quarterly reviews of the position
to ensure accountability.

d. Section 4: Vice President
i. The Vice President shall serve as a secondary leader and ensure
continuity in the President’s absence:
1. Assume the titles, duties, and obligations of the President in the
event of disability, absence, resignation, or removal of the
President. This includes presiding over Board meetings, attending
events, and representing the organization at PrideFest or other
official functions.
2. Act as a liaison to the Board, ensuring transparency and
communication between the Executive Officers and the Board.
3. Provide support for committees as directed by the Board.
4. Perform other duties as delegated by the President or the Board.

e. Section 5: Secretary
i. The Secretary shall serve as the custodian of records and ensure
transparency and legal compliance under the authority of the Board:
1. Maintain accurate records of attendance and minutes for all Board
meetings, including closed sessions.
2. Act as the point of contact for distributing meeting agendas and
notices in accordance with these bylaws.
3. File the annual corporate registration report and maintain
compliance with all required filings.
4. Provide written notice of any closed sessions within 24 hours
following the meeting, as outlined in Article IV.
5. Maintain community member contact information, ensuring
privacy in accordance with organizational policy.
6. Perform other duties as delegated by the President or the Board.
ii. Clarification:
1. Volunteer coordination duties shall not fall under the Secretary
unless explicitly assigned by the Board.

f. Section 6: Treasurer
i. The Treasurer shall ensure the financial integrity of the organization
under the oversight of the Board:
1. Maintain accurate and complete corporate financial records
according to generally accepted accounting practices.
2. Prepare and present a detailed financial report at each Board
meeting.
3. Collaborate with the President to draft an annual budget for Board
approval.

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4. Ensure all IRS filings and state financial reporting requirements
are completed accurately and on time.
5. Provide financial statements as required by Missouri statutes and
federal regulations.
6. Perform other duties as delegated by the President or the Board.

g. Section 7: Additional Safeguards
i. No single officer, including the President or Executive Director, shall have
sole authority over financial decisions, contracts, or staffing without prior
approval from the Board.
ii. The Board may vote at any time, by a simple majority, to redistribute
responsibilities among officers to ensure organizational efficiency and
avoid potential misuse of authority.
iii. All officers are subject to annual performance reviews conducted by the
Board to ensure adherence to the mission and bylaws of the
organization.
h. Section 8: Closed Sessions
i. The Board may meet in closed session without the consent or notification
of the general membership, provided such sessions adhere to the
guidelines in Article IV.
ii. Minutes from closed sessions shall be maintained but are not required to
be part of the public record. However, a summary of decisions or actions
taken during such sessions must be shared at the next regular meeting.

6. Article VI: Committees
a. Section 1: Formation and Purpose
i. The Planning Board (hereafter referred to as “the Board”) may create or
dissolve regular or special project committees as needed to support the
mission of the organization.
ii. At the time of creation, the Board shall define the committee’s purpose,
designate its chair, and determine its budget (if applicable).
iii. The Board may amend the purpose, composition, or budget of any
committee as necessary.
b. Section 2: Oversight and Membership
i. The Board shall appoint or remove committee chairs, taking care to
ensure equitable representation and inclusivity within leadership roles.
ii. The Board may make recommendations regarding committee
membership and size to ensure a diverse range of perspectives and
skills.
iii. Committees operate under the direct oversight of the Board and may be
dissolved or restructured by the Board if deemed necessary.

c. Section 3: Leadership and Meetings
i. Committee meetings shall be called by the committee chair.
ii. The President and/or Executive Director (if consolidation actions are
invoked) shall serve as a non-voting ex-officio member of all committees
but shall not have authority to call meetings or influence committee
decision-making.
iii. Committees shall meet as often as necessary to fulfill their
responsibilities, with meeting dates and times agreed upon by committee
members.

d. Section 4: Decision-Making and Quorum
i. A simple majority (51%) of incumbent committee members shall

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constitute a quorum for conducting business.
ii. Decisions and actions of the committee shall require approval by a
majority of committee members present and voting unless a greater
threshold is required by the Articles of Incorporation, these bylaws, the
Board, Missouri statutes, or federal regulations.
e. Section 5: Ethical and Mission-Aligned Conduct
i. Committees shall align all activities with the general aims and purposes
of the organization as outlined in Article II.
ii. Any committee engaging in actions contrary to the organization’s mission
or deemed harmful to the corporation may be immediately dissolved by
the Board.
1. If a committee violates this provision:
○ Committee Members: Individual members may face
removal from the organization as outlined in Article III,
Section
○ Volunteers: Volunteers involved in the violation shall be
removed from the roster and prohibited from participating
in future planning activities.
○ Employees: Paid employees involved in the violation shall
face immediate termination of employment.
f. Section 6: Fundraising and Financial Accountability
i. Committees must obtain prior approval from the Board before engaging
in any fundraising or securing funding for their activities.
ii. All funds raised or obtained by a committee must be immediately
delivered to the Treasurer for deposit into the organization’s account.
iii. Funds shall only be disbursed for approved expenses in accordance with
501(c)(3) regulations, and all financial activities shall be subject to Board
oversight.
7. Article VII: Facilities
a. The organization does not currently maintain a physical facility.
b. The organization may purchase, rent, lease, or otherwise occupy facilities as
deemed legally and fiscally feasible, provided such action is approved by a
two-thirds (2⁄3) majority vote of the Planning Board.
c. The Board may select new locations for meetings or events, provided written
notice is given at least one (1) week in advance.
d. Any facilities used by the organization must align with the mission and values of
Mid-Missouri PrideFest, ensuring inclusivity and accessibility for all participants.

8. Article VIII: Contracts, Expenditures, and Deposits
a. Section 1: Contracts
i. All contracts must be signed by the President and/or Executive Director
(if applicable) with the prior approval of the Planning Board.
ii. The Board may authorize other members or agents to enter into contracts
or execute instruments on behalf of the organization. Such authorization
must:
1. Be approved by a majority vote of the Board.
2. Be documented in writing, signed by the President, and
maintained in electronic form with a set expiration date
determined by the Board.

b. Section 2: Expenditures
i. All checks, drafts, or orders for payment of money must be signed by the

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Treasurer, President, or other authorized signatories as approved by the
Board.
ii. The Planning Board may authorize additional signatories by majority vote
to ensure flexibility and efficiency.

c. Section 3: Deposits
i. All funds of the corporation shall be deposited in a timely manner by the
Treasurer or another Board-authorized officer into depositories approved
by the Board.
ii. Deposits must be made in accordance with generally accepted
accounting principles and 501(c)(3) regulations.

9. Article IX: Conflict of Interest
a. Section 1: Disclosure Requirements
i. In accordance with RSMO §355.416, all members of the Planning Board
have an obligation to disclose any transaction in which they have a
material interest before any action is taken.
ii. A member is considered to have a material interest if they:
1. Have a financial or personal interest in the transaction.
2. Hold a position of influence in any organization that would benefit
from the transaction.
b. Section 2: Prohibited Transactions
i. The corporation shall not engage in any excess benefit transaction that
provides an economic benefit exceeding the value of services or
consideration received by the organization.
ii. A “disqualified person” includes any individual in a position to exercise
substantial influence over the corporation during a five-year period ending
on the date of the transaction.
c. Section 3: Compensation and Loans
i. No member of the Planning Board shall receive compensation for their
duties, except the Executive Director or another employee (if applicable).
ii. The corporation shall not make loans to any Board member, employee,
volunteer, or other individual.
d. Section 4: Additional Policies
i. The Planning Board may adopt further policies as needed to avoid
conflicts of interest and ensure ethical decision-making.

10. Article X: Indemnification
a. The corporation shall indemnify any current or former Board members,
employees, or volunteers against expenses incurred in connection with the
defense of any action, claim, or proceeding arising from their association with the
corporation, unless prohibited by local, state, or federal regulations.
b. Indemnification does not apply if it would increase the corporation’s liability under
applicable laws.
c. The corporation shall maintain Directors and Officers insurance to provide
additional protection in compliance with Missouri law.
11. Article XI: Fiscal Year, Audit, and Budget Procedures
a. Section 1: Fiscal Year
i. The fiscal year of the corporation shall begin on January 1 and end on
December 31.
b. Section 2: Budget Approval
i. The Board must approve a budget for the upcoming fiscal year by the
October meeting.

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c. Section 3: Audit Requirements
i. Will The Board may order an outside, independent audit of financial
records at any time by majority vote and shall fully cooperate with such
audits.

12. Article XII: Non-Discrimination Policy
a. The corporation shall not discriminate in its programs, activities, or operations on
the basis of race, ethnicity, color, creed, religion, national origin, sex, sexual
orientation, gender identity and/or expression, disability, political affiliation, or
age.
b. The Planning Board may add additional protected categories as deemed
necessary.

13. Article XIII: Amendments to Bylaws
a. Section 1: Proposal and Approval
i. The Planning Board may propose amendments to these bylaws or the
Articles of Incorporation.
ii. Amendments must be approved by a two-thirds (2⁄3) majority vote of all
Board members, and all Board members must be present. Proxy voting is
not allowed for bylaw amendments.
b. Section 2: Preservation of Tax-Exempt Status
i. No amendment shall be made to these bylaws or the Articles of
Incorporation that would jeopardize the corporation’s 501(c)(3)
tax-exempt status.
c. Section 3: Review Schedule
i. The bylaws shall be reviewed and updated at least every three years to
ensure alignment with the mission and operational needs of the
organization.
14. Article XIV: Adoption
a. The above bylaws are hereby adopted and made immediately effective by
affirmative vote of the Planning Board.