Rocky Mountain ManREACH Bylaws

(Approved 11/18/2024)

 

Name

For legal purposes, the name of this organization shall be “Colorado ManREACH.”

The Steering Committee (SC) may, at its convenience, operate all or part of the organization under the name “Rocky Mountain ManREACH” (RMMR) in a “doing-business-as” (DBA) arrangement.

REACH is an acronym for “Relatable Education in Action for Community Health.”

 

Purpose

Rocky Mountain ManREACH is organized exclusively for the charitable purpose of promotion of social welfare with the meaning of section 501(c)(3).

 

Mission

The mission of Rocky Mountain ManREACH is to promote:

a) Heart-centered, long-lasting connections among men who desire sexual and emotional intimacy with men (MIM).

b) Men satisfying their wants and needs in healthy, mutually-supportive ways.

 

Guiding Principles

A community-building project can encourage deeper, longer-lasting relationships among MIM, with ensuing health benefits, by a combination of strategies:

  • Immersing men in an environment where such relationships are modeled and expected;

  • Providing a supportive environment for men to reveal their difficulties and successes with emotional, spiritual, physical, and addictive issues;

  • Connecting men with support, treatment, and care resources as needed;

  • Supporting men in their recovery and journey toward wellness;

  • Providing opportunities for men to practice relationship building with successful outcomes;

  • Promoting the possibility and benefits of consensual sexual relationships that are nurturing for oneself and one’s partners;

  • Enlisting and motivating participants to become advocates in their queer social networks, outside of RMMR events.

MIM have an underlying desire to connect in deeper, longer-lasting ways with others, but there are barriers that interfere with this desire:

  • Unresolved issues resulting from internalized and external homophobia, mistreatment and abuse by previous friends, sex partners, and the community at large;

  • The isolating and damaging effects of alcohol and/or drugs, often as a form of self-medication and/or a reflection of community norms;

  • Mental and emotional consequences of social isolation;

  • Cynicism, born out of defensiveness, doubting that such connections are possible.

Formation of deeper, longer-lasting relationships (both platonic and romantic) among MIM will result in the following health benefits:

  • Improved mental and physical health;

  • A decrease in the harmful effects of alcohol and/or drugs;

  • The prevention of sexually-transmitted infections, such as HIV, hepatitis, M-pox, etc.;

  • Increased awareness of symptoms of, as well as treatment options for, all STIs, including syphilis, gonorrhea, herpes, chlamydia, etc.;

  • Increased awareness of men’s sexual health issues such as recommended hygiene practices, testicular examination, prostate enlargement, erectile disfunction, etc.


Vision and Values

The vision of Rocky Mountain ManREACH is the nurturing experience of heart-centered connections and community among MIM.

Rocky Mountain ManREACH reflects the following values:

  • We are a grassroots and peer-based community.

  • We are intergenerational and cross cultural.

  • We support integrating healthy transformations in ourselves and our community.

  • We are open, respectful, and honoring in a courageous space.

  • We model stewardship and mentorship.

  • We promote health, responsibility, and ownership in the queer-affirming community.

  • We believe in sexuality as a healthy expression of intimacy.

  • We support deeper connections among men, unaltered by drugs and/or alcohol.

 

MEMBERSHIP

General Membership

A member is someone who has participated, or is participating, in a RMMR event.

Membership is open to all MIM, without discrimination based on real or perceived age*, class, race, ethnicity, national origin, religion, marital or family status, political belief or association, or physical ability.

*Members must be at least eighteen years of age.

With a two-thirds majority vote, the Steering Committee (SC) may bar an individual from participation in RMMR activities; at a single gathering, a simple majority of the attending SC members may instruct a participant to leave. Such actions of expulsion may only be used to respond to, or to prevent, instances of significant harm.

Any RMMR participant may attend a SC meeting; he may have voice but no vote in SC decisions.

 

Steering Committee

The Steering Committee shall act as the guiding body and decision-making committee for RMMR; furthermore, it shall have jurisdiction over programs and events of RMMR.

Members of the SC shall act as representatives for men who participate in RMMR events.

The SC is to consist of no more than eleven voting members.

The SC shall in no way limit its membership due to technological convenience.


Special Offices

Chair                 The SC shall designate one of its members as its Chair, whose responsibility it shall be to preside at meetings and to legally represent the organization.

Treasurer         The SC shall designate one of its members as its Treasurer to fulfill obligations listed under the section titled “Finances.”

Secretary         The SC shall designate one of its members as its Secretary, whose responsibility it shall be to keep minutes of SC meetings and to distribute them to all SC members in a timely manner.

Meetings

At least one regularly-scheduled meeting of the SC must take place annually.

Every voting member of the SC must be informed of, and invited to, its regularly-scheduled meetings; however, SC members attending a single gathering may call an emergency meeting in order to address any pressing situation that arises.

The SC may invite members of the larger community, such as paid contractors and outside experts, to its meetings; such attendees may have voice but no vote in SC decisions.

By a two-thirds majority vote, the SC may elect to hold a private meeting.

 

Decision Making

Regular operating decisions shall be made by a quorum of the SC, quorum being defined as a simple majority of voting members.

If no quorum exists, the issue shall be tabled until a quorum can be reached.

Regular operating decisions shall be reached by consensus.

The SC shall decide issues of importance; an issue shall be declared important by a motion and a second. In the ensuing discussion, the members of the SC will endeavor, in good faith, to arrive at a consensus; if no consensus is reached, however, a simple majority vote of the quorum will determine whether the motion has passed.

Terms

Voting members serve two-year terms. Voting members may reapply to serve a maximum of four consecutive years and then must rotate off for one year before reapplying for SC membership.

SC members may vote annually to remove term limits.

Election and Expulsion

A voting member may be added to the SC by a two-thirds majority vote of existing SC members.

A voting member may be removed from the SC by a two-thirds majority vote of all SC members, including the member in question.

A two-thirds majority of the men attending a single RMMR gathering may propose additions to or removal from the RMMR Steering Committee, the change requiring a subsequent vote of existing SC members.

A voting member can only be removed from the SC for due cause.

If a SC voting member has three consecutive non-excused absences from SC meetings and/or gatherings, a member of the SC will contact that member to discuss his absences and commitment to RMMR and how to proceed. A two-thirds majority vote of the SC may remove a SC member for lack of participation.

Ex-Officio Members

Former SC members become non-voting ex-officio members. Ex-officio members are welcome to attend SC conference calls and planning retreats. If budgets do not allow, ex-officio participation in SC planning retreats will be at their own expense.

 

Paid Contractors

Paid contractors are members of RMMR who receive compensation from RMMR for the organization’s programmatic functions, administrative duties, or other tasks.

Compensation

A voting member of the SC who receives compensation, directly or indirectly, from RMMR for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from RMMR for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of the SC, or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from RMMR, either individually or collectively, is not prohibited from providing information to any committee regarding compensation.

 

Volunteers

The SC may encourage and recruit volunteers for tasks.

The SC may prohibit someone from acting as a volunteer, either temporarily or permanently, for due cause. This includes SC members acting as volunteers, though removal as a volunteer does not automatically mean removal from future RMMR events.

 

Finances

Accounts shall be maintained by the aforementioned Treasurer, who shall also make timely financial reports to the SC.

Funds shall be solicited from the members of RMMR, private individuals, governmental sources, private foundations, and other sources.

RMMR funds can be used only for RMMR operations, promotions, events, and programs; no RMMR funds shall be used for private inurement.

Taxes

RMMR shall operate under the tax laws of the State of Colorado and the United States.

 

Communication and Privacy

The SC shall designate an IT Coordinator whose responsibility shall include updating and moderating the group’s website (ManREACH.org), as well as its social media accounts.

RMMR may share relevant information, including news and promotions, with past and potential participants.

Correspondence may take the form of emails, text messages, phone calls, newsletters, postcards, pamphlets, in-person gatherings, etc.

An individual’s private contact information must not be distributed beyond the SC without the individual’s consent. To this end, mass emails must be sent blind carbon copy, and group text messages must always be avoided.

Individuals may easily “opt out” of the organization’s distribution list upon request.

Photos taken of participants, by a volunteer designated by the SC, may be used for promotional and/or archival purposes; however, nonconsenting individuals may stipulate that their likenesses be removed from such photographs.

 

Conflict of Interest

RMMR’s comprehensive policy and procedure regarding possible conflict of interest can be found in the Appendix to these bylaws. By a majority vote of the SC, it may be enacted and followed.  

The policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

The policy’s purpose is threefold:

1) To maintain its members’ common interests, as articulated in RMMR’s “Purpose,” “Mission,” “Guiding Principles,” and “Vision and Values”;

2) To protect RMMR’s own financial interests, organizational stability, and general wellbeing; and

3) To preserve this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of RMMR or might result in a possible excess benefit transaction.

 

Grievances

If a man who participates in a RMMR event feels that he has been mistreated, he should bring his grievance to the SC within a year of the alleged offense.

A formal grievance should be articulated via letter or email, to which the SC shall respond in a timely manner, likely during its next scheduled meeting.

Individuals mentioned may be asked to provide their own accounts of the situation. Once arguments from all sides have been heard, the SC shall make its decision, which may include disciplinary action, even expulsion from RMMR.

If a member of the SC is accused of committing a personal offense, he shall not contribute to the decision that the SC makes in regard to the matter.

Retaliation against any complainant expressing a grievance shall not be tolerated and may also result in disciplinary action.

A grievance of less severity may be articulated via text message, phone call, in-person conversation, etc.; such may be the case during a gathering.

The attending SC members may suggest arbitration, possibly in the form of a heart circle (also known as a “talking circle”). If all attendees involved in the dispute agree to any such procedure, they shall participate in good faith and then abide by any ruling.

 

Periodic Reviews

To ensure RMMR operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews may be conducted. The periodic reviews may include the following subjects:

  • Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.

  • Whether partnerships, joint ventures, and arrangements with management organizations conform to RMMR’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess-benefit transaction.

  • When conducting the periodic reviews, RMMR may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the SC of its responsibilities.

 

Transparency of and Amendments to Bylaws

RMMR may choose to post its current bylaws on its website; past and potential participants may view the bylaws upon request.

These bylaws may be changed or amended by a two-thirds majority vote of the SC.

Additionally, a registered participant at an RMMR gathering may propose an amendment to the bylaws; with the sponsorship of a member of the SC, along with a two-thirds majority vote of the men in attendance, the SC shall vote on the amendment during its next regularly-scheduled meeting.

 

Dissolution

Upon dissolution of RMMR, any restricted funding or assets received from either the State of Colorado or a 501(c)(3) organization shall be returned to the funder as required. All other unrestricted funds and assets shall be distributed to other 501(c)(3) organizations providing similar social support and community building programs as approved by the SC.

 

NOTE:           There is an Appendix to these bylaws; it contains the rest of the policy regarding conflict of interest.


APPENDIX: Comprehensive Policy and Procedure Regarding Conflict of Interest

Definitions

Interested Person — Any director, principal officer, or member of a committee with SC delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest — A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which RMMR has a transaction or arrangement;

A compensation arrangement with RMMR or with any entity or individual with which RMMR has a transaction or arrangement; or,

A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which RMMR is negotiating a transaction or arrangement.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate SC (or its designated subcommittee) decides that a conflict of interest exists.

Compensation — Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

 

Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with SC delegated powers considering the proposed transaction or arrangement.

 

Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he shall leave the SC (or its designated subcommittee) meeting while the determination of a conflict of interest is discussed and voted upon. The remaining SC (or its designated subcommittee) shall decide if a conflict of interest exists.

 

Procedures for Addressing the Conflict of Interest.

An interested person may make a presentation at the SC (or its designated subcommittee) meeting, but after the presentation, he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the SC (or its designated subcommittee) shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the SC (or its designated subcommittee) shall determine whether RMMR can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, SC (or its designated subcommittee) shall determine by a majority vote of the disinterested SC members whether the transaction or arrangement is in RMMR’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

 

Violations of the Conflicts-of-Interest Policy

If the SC (or its designated subcommittee) has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the SC determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Records of Proceedings

The minutes of the governing board and all committees with board-delegated powers shall contain:

  • The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

  • The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.