ARTICLE I: Offices

ARTICLE II: Members

ARTICLE III: Directors

ARTICLE IV: Officers

ARTICLE V: Compensation of Directors And Officers

ARTICLE VI: Liability and Indemnification

ARTICLE VII: General Provisions

ARTICLE VIII: Amendments

ARTICLE IX: Effect of Provisions of Law and Articles of Incorporation

ARTICLE I: Offices

Section 1. Principal Office. The principal office of the National Coalition for LGBT Health (hereinafter referred to as the "Corporation") shall be located in the District of Columbia. The Corporation may from time to time have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require.

Section 2. Registered Office. The Corporation shall have and continuously maintain in the District of Columbia, a registered office and a registered agent whose office is located in such registered office. The registered office may be, but need not be, located in the principal office of the Corporation. The address of the registered office may from time to time be changed by the Board of Directors.

ARTICLE II: Members

Section 1. Designation. The Corporation may have one or more classes of members. The Board of Directors may define the qualifications for membership and the procedures whereby persons or organizations interested in the objectives of the Corporation may become members thereof.

Section 2. Rights of Members. Upon being accepted as a member and paying any applicable membership dues, such member shall be entitled to such privileges as determined by the Board of Directors from time to time. All members have the right to vote, as set forth in these Bylaws, on the election of directors. All rights, powers, and responsibilities not specifically delegated in these Bylaws to the Board of Directors or the officers of the Corporation, reside with the members.

Section 3. Voting. At all meetings of the members, each member shall be entitled to one vote. A member's entitlement to voting rights is contingent upon such member being current on its dues and assessment obligations to the Corporation.

Section 4. Resignations. Any member may resign from membership in the Corporation by providing written notice to the Co-chairs of the Corporation. The resignation shall be effective upon the receipt by the co-chairs of the written notice of resignation.

Section 5. Obligations of the Membership. All members shall be obligated to make proper payment of duly-adopted dues and assessments and, to the extent required by the Board of Directors or these Bylaws, to abide by the provisions of these Bylaws and policies adopted by the Board of Directors and/or the members. In the event that a member is delinquent in its payment of dues or assessments, the member shall be liable for any expenses incurred by the Corporation in collecting the delinquent dues or assessments, including attorneys' fees and litigation costs. At the discretion of the Board of Directors, a member can be suspended or terminated for failure to pay dues or assessments on a timely basis. In order to gain reinstatement as a member of the Corporation, a suspended or terminated member may be required by the Board of Directors to pay any past delinquent dues or assessments to the Corporation. If the membership of any member of the Corporation is terminated for any reason, any dues or assessments paid by such member shall not be refundable.

Section 6. Annual and Special Meetings. The annual meeting of the members shall be held at a time and place to be determined by the Board of Directors. Special meetings of the members may be called by the co-chairs, a majority of the officers of the Corporation, a majority of the Board of Directors, or upon the direction of two-thirds of the members of the Corporation. Any annual or special meeting of the members can be held by telephone conference call in accordance with the notice provisions of Section 9 of this Article.

Section 7. Proxies. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy shall be executed in writing by the member or the Representative authorized to cast such member's vote. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

Section 8. Quorum and Action. The presence at any meeting of one-third of the total number of members shall be necessary and sufficient to constitute a quorum for the transaction of business, except where provided otherwise by statute. A quorum being present, the affirmative vote of a majority of the members shall be sufficient to take any action or transact any business unless otherwise provided herein. Motions may be acted upon by voice subject to a request for a roll call.

Section 9. Notice. Written or printed notice stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) calendar days before the date of the meeting, unless otherwise required or allowed by the District of Columbia Nonprofit Corporation Act, either personally, by mail, telegram or facsimile or e-mail, by or at the direction of those entitled to call a meeting as defined in Section 7 above, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at such member's address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 10. Waiver of Notice. Whenever notice is required to be given to any member under the provisions of the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Such waiver need not specify the purpose or purposes of the meeting.

Section 11. Action by Written Consent. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members.

Section 12. Liability of Members. No member of the Corporation shall be personally liable for any of its debts, liabilities, or obligations.

Section 13. Termination. Membership shall be terminated if any member ceases to fulfill the qualifications for membership. Any member may be removed from membership upon a vote of the Board of Directors if such member fails to adhere to the policies or programs of the Corporation, provided that such member may demand that such Board decision be submitted to vote on the membership. At the next regularly scheduled meeting of the members, a vote to terminate shall then be made only by a two-third vote of the members present at the meeting. .Any member may resign by giving written notice to either of the co-chairs of the Corporation. Membership shall be terminated automatically for failure to pay membership dues.

ARTICLE III: Directors

Section 1. Powers and Qualifications. The policies of the Corporation shall be determined, and its affairs shall be managed, by its Board of Directors. The directors shall act only as a Board of Directors, or as a committee thereof; individual directors shall have no power as such, except that officers of the Corporation shall such powers as described in these Bylaws. Directors need not be citizens of the United States, nor residents of the District of Columbia.

Section 2. Number. The initial number of directors of the Corporation shall be fixed by the Articles of Incorporation. Thereafter, the number of directors of the Corporation shall be eleven. Such number may be increased or decreased from time to time by the Board of Directors within limits; however, no decrease shall reduce the term of any incumbent director.

Section 3. Election. At least 51% of the directors shall be elected by the members by secret ballot at the annual meeting, at which a quorum is present, by majority vote of the members present. To ensure the broadest possible participation of members, the Board of Directors may also vote to conduct the election of at least 51% of the directors by mail, or its equivalent, in the fall. The remaining directors shall be elected by a majority vote of the directors then in office. Any election of Directors by members may be conducted by mail.

Section 4. Composition. At least 51% of the directors must be held by representatives of organizational members. The remaining seats may be held by either organizational or individual members. No director may represent or be employed by the same organization as any other director.

Section 5. Term. The directors shall serve staggered terms. During the first election of directors by members, as near as possible to one-half of the directors shall be elected for a term of one year, and as near as possible to one-half shall be elected for a term of two years. Thereafter, except as provided in Section 7 of this Article, directors shall serve for a term of two years and until their successors are elected and qualified, or until their earlier resignation, removal, or death. No director may be elected to more than three consecutive full two-year terms .

Section 6. Resignations. Any director may resign at any time by notifying the Board of Directors in writing. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Directors of such resignation shall not be necessary to make it effective.

Section 7. Removal. Directors may be removed from office at any time, with or without cause, upon a two-thirds of the members of the Board of Directors at a meeting called for that purpose. Notice of the intent to remove a director shall be given in accordance with Section 13 of this Article.

Section 8. Vacancies. Vacancies in the Board of Directors shall be deemed to exist in the event of the resignation, removal, or death of a director, or in the event of an increase in the number of directors. Any such vacancy shall be filled by a majority vote of the remaining members of the Board of Directors, though less than a quorum. A director elected to fill a vacancy shall hold office for the unexpired term of his/her predecessor. In the case of an increase in the number of directors, a director shall hold office until the next annual meeting.

Meetings of the Board of Directors

Section 9. Location of Meetings. All meetings of the Board of Directors may be held within or without the District of Columbia and may be held by means of telephone conference.

Section 10. Annual Meeting. The annual meeting of the Board of Directors shall be held at such time and place as shall be determined by the Board of Directors and designated in the notice or waiver of notice of the meeting.

Section 11. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by the Board of Directors and designated in the notice or waiver of notice of the meeting.

Section 12. Call of Special Meetings. The co-chairs may call, or upon the request of a majority of the members of the Board of Directors, the secretary shall call, special meetings of the Board of Directors.

Section 13. Notice of Meetings. Notice of meetings of the Board of Directors shall be in writing, and shall be served personally or sent to each director by mail, telegram, facsimile or e-mail addressed to his/her last known address at least four (4) days before the time designated for such meeting. Such notice shall state the time and place of the meeting; the purpose or purposes of such meeting need not be specified, unless otherwise required under the provisions of the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws.

Section 14. Waiver of Notice. Whenever notice is required to be given to any director under the provisions of the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Such waiver need not specify the purpose or purposes of the meeting.

Section 15. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, unless otherwise required by the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws. However, if a quorum is not present at any meeting of the Board of Directors, those directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 16. Action by Majority Vote. Except as required by the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, any action by a majority of the directors present at a meeting at which a quorum is present shall be deemed the action of the Board of Directors.

Section 17. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Committees

Section 18. Designation. The Board of Directors may from time to time designate one third (1/3) of their number, but not less than two (2) directors, to constitute an executive committee. The Board of Directors may also designate from time to time two (2) or more directors to serve on such other committee or committees as deemed necessary and proper. The Board of Directors shall have the power at any time to: (i) designate a member of such committee as its chairman; (ii) fill vacancies; (iii) change the membership; or, (iv) discharge a committee.

Section 19. Powers. Each committee shall have, and may exercise, such powers not inconsistent with the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation, or these Bylaws, as authorized by the Board of Directors. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him/her by law. The members of a committee shall act only as a committee.

Section 20. Term. Members of a committee shall serve for a term of two (2) years, until their successors are appointed, or until their earlier resignation, removal with or without cause, or death, or until the committee shall sooner be terminated.

Section 21. Meetings. Meetings of a committee may be held within or without the District of Columbia, and may be held by means of telephone conference. A majority of any such committee may fix the time and place of its meetings. Each committee shall keep records of its actions, and report such actions to the Board of Directors and the co-chairs.

Section 22. Quorum/Action. A majority of the then serving members of any committee shall constitute a quorum. Any action of the majority of those present at a meeting at which a quorum is present shall be deemed the action of the committee, except when a committee has only two (2) members, then any action must be by unanimous consent.

ARTICLE IV: Officers

Section 1. Designation. The officers of the Corporation shall consist of two co-chairs, a secretary, and a treasurer, and such other officers, assistant officers, and agents as may be deemed necessary, each to have such duties and authority as are provided in these Bylaws or as the Board of Directors may from time to time determine. Only members of the Board of Directors are eligible to serve as co-chair, secretary, and treasurer. Any two (2) or more offices may be held by the same person, except the offices of chair and secretary.

Section 2. Election. The officers shall be elected by the Board of Directors immediately following the election of directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.

Section 3. Term. The officers shall serve staggered terms. At the first annual meeting of the members, one co-chair and the treasurer shall be elected for a term of two years, and one co-chair and the secretary shall be elected for a term of one year. Thereafter, except as provided in Section 6 of this Article, officers shall serve for a term of two years and until their successors are elected and qualified, or until their earlier resignation, removal, or death.

Section 4. Resignations. Any officer may resign at any time by notifying the Board of Directors in writing. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Directors of such resignation shall not be necessary to make it effective.

Section 5. Removal. Any officer may be removed, either with or without cause, by a two-thirds vote of the Board of Directors at any regular or special meeting.

Section 6. Vacancies. A vacancy in any office caused by resignation, removal, or death may be filled for the unexpired term of the predecessor in office by the Board of Directors at any regular or special meeting.

Section 7. Co-chairs. The co-chairs shall have general supervision over the affairs of the Corporation, and shall perform all duties incident thereto and have such power as may from time to time be assigned by the Board of Directors.

Section 8. Secretary. The secretary shall: (i) act as secretary of all meetings of the Board of Directors and of such other committees as the Board of Directors shall specify; (ii) keep the minutes thereof in the proper book or books; (iii) see that the reports, statements, and other documents required by law are properly kept and filed; and (iv) in general, perform all the duties incident to the office of secretary and such related duties as may from time to time be assigned by the Board of Directors or the co-chairs. The Board of Directors may delegate some of these responsibilities to other officers, assistant officers or agents, so long as such delegation is allowed under these Bylaws and the law. The books, records, and papers in the hands of secretary shall at all times be subject to the inspection, supervision, and control of the Board of Directors and the co-chairs. At the expiration of his/her term of office, the secretary shall turn over to his/her successor in office all books, records, papers, and other properties of the Corporation.

Section 9. Treasurer. The treasurer shall: (i) collect and keep an account of all moneys received and expended for the use of the Corporation; (ii) deposit sums received by the Corporation in the name of the Corporation in such depositaries as shall be approved by the Board of Directors; (iii) present reports of the finances of the Corporation at each annual meeting and when called upon by the co-chairs; and, (iv) perform such related duties as shall be directed by the Board of Directors or the co-chairs. The Board of Directors may delegate some of these responsibilities to other officers, assistant officers or agents, so long as such delegation is allowed under these Bylaws and the law. The funds, books, and vouchers in the hands of the treasurer shall at all times be subject to the inspection, supervision, and control of the Board of Directors and the Co-chairs. At the expiration of his/her term of office, the treasurer shall turn over to his/her successor in office all books, records, monies, and other properties of the Corporation.

Section 10. Other Officers. Other officers elected or appointed by the Board of Directors shall, in general, perform such duties and have such powers as shall be assigned to them by the Board of Directors or the co-chairs. The Assistant Secretary shall be appointed by the Co-chairs. The Assistant Secretary may not otherwise be an Officer of the corporation. The function of the Assistant Secretary shall be to sign documentation when it is determined, in the sole discretion of the President or other elected officer, that obtaining the signatures of elected officer(s) of the Corporation would be unnecessarily time-consuming and could not be accomplished on an expedient basis.

The Coalition shall consist of individual and organizational members who have met all eligibility requirements and who have paid their annual dues.

ARTICLE V: Compensation of Directors And Officers

Section 1. Compensation of Directors. Directors shall not receive any compensation for their services as such; however, the Board of Directors may authorize reimbursement for all expenses incurred in connection with the performance of services for the Corporation, including but not limited to attendance at annual, regular, or special meetings of the Corporation.

ARTICLE VI: Liability and Indemnification

Section 1. Liability. In the absence of fraud or bad faith, the directors of the Corporation shall not be personally liable for its debts, obligations, or liabilities.

Section 2. Indemnification. The Corporation shall indemnify any director or officer, or former director or officer, against expenses incurred in connection with the defense of any action, suit, or proceeding in which he/she is made a party by reason of being, or having been, such director or officer, to the maximum extent permitted by law. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under these Bylaws, any agreement, vote of the Board of Directors, or otherwise.

ARTICLE VII: General Provisions

Section 1. Grants. The Board of Directors may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf of the Corporation, and in the administration of an approved program, to make any grants or contributions or provide financial assistance to any qualified individuals or organizations.

Section 2. Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf of the Corporation, to enter into any contract, or execute and deliver any instrument as may be necessary to carry out the purposes of the Corporation. Any such authority may be general or confined to specific instances.

Section 3. Loans. The Board of Directors may authorize the co-chairs or any other officer or agent of the Corporation to: (i) obtain loans and advances at any time for the Corporation from any bank, trust company, firm, corporation, individual, or other institution; (ii) make, execute, and deliver promissory notes, bonds, or other certificates or evidences of indebtedness of the Corporation; and (iii) pledge and hypothecate, or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. No loans shall be made by the Corporation to any director or officer thereof.

Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the purposes of the Corporation.

Section 5. Investments. The Corporation shall have the right to invest and reinvest any funds held by it according to the judgment of the Board of Directors. The Board of Directors is restricted to the prudent investments, which a director is or may hereafter be permitted by law to make.

Section 6. Voting of Securities Held by the Corporation. Stocks and other securities owned by the Corporation shall be voted, in person or by proxy, as the Board of Directors may specify. In the absence of any direction by the Board of Directors, such stocks and securities shall be voted as the co-chairs may determine.

Section 7. Books and Records. There shall be kept at the principal office of the Corporation, correct books of accounts of all the business and transactions of the Corporation.

Section 8. Depositories. The funds of the Corporation not otherwise employed shall from time to time be deposited to the order of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be selected by any one (1) or more officers or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors.

Section 9. Signatories. All checks, drafts, and other orders for payment of money out of the funds of the Corporation, and all notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the co-chairs of the Corporation.

Section 10. Annual Audit. The Board of Directors may require an annual audit be made of the books and accounting records of the Corporation.

Section 11. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 12. Corporate Seal. The Corporation shall have a corporate seal with its name, year of incorporation, and the words "Corporate Seal, District of Columbia" inscribed thereon. The seal shall be in the custody of the secretary and used by him/her, or any other officer so authorized by the Board of Directors, by causing it, or a facsimile thereof, to be impressed, affixed, or reproduced otherwise on any instrument or document as may be required by law, these Bylaws, the Board of Directors, or chair. The presence or absence of the seal on any instrument, or its addition thereto, shall not affect the character, validity, or legal effect of the instrument in any respect.

ARTICLE VIII: Amendments

These Bylaws, or any one (1) or more of the provisions thereof, may be altered, amended, or repealed and new Bylaws adopted by a two thirds (2/3) vote of the members of the Corporation at a meeting of the members expressly called for that purpose. To ensure the broadest possible participation of members, the Board of Directors may also vote to conduct a vote to alter, amend, or repeal and adopt new Bylaws by mail, or its equivalent. Any alteration, amendment or repeal of these Bylaws may be proposed to the members by either the Board of Directors or the members. Notice of the intent to alter, amend, or repeal and adopt new Bylaws shall be given in accordance with Article III, Section 12 hereof.

ARTICLE IX: Effect of Provisions of Law and Articles of Incorporation

Each of the provisions of these Bylaws shall be subject to and controlled by specific provisions of the District of Columbia Nonprofit Corporation Act or the Articles of Incorporation which relate to their subject matter, and shall also be subject to any exceptions or more specific provisions dealing with the subject matter appearing in these Bylaws, as amended from time to time.