PFLAG promotes the health and well-being of gay, lesbian, bisexual and transgender persons, their families and friends through: support, to cope with an adverse society; education, to enlighten an ill-informed public; and advocacy, to end discrimination and to secure equal civil rights. PFLAG provides opportunity for dialogue about sexual orientation and gender identity, and acts to create a society that is healthy and respectful of human diversity.
PFLAG provides support, advocacy & education to members of the LGBTQ+ spectrum, their families, allies & community. Since 2014 “PFLAG” is no longer an acronym, just the name of our organization. The NW Arkansas chapter was founded May 1990.
Our Board Members
Board Members at Large
PFLAG of Northwest Arkansas Bylaws
Article I – Name
The name of the organization shall be PFLAG of Northwest Arkansas and shall, hereinafter be
referred to as “chapter”. PFLAG will refer to the National organization of which this chapter is a part.
Article II – Statement of Mission/Purpose
Section 1 – Mission: The mission of the chapter is to build a foundation of loving families united with
LGBTQ people and allies who support one another, and to educate ourselves and our communities to
speak up as advocates until all hearts and minds respect, value and affirm LGBTQ people.
Section 2 – Policy: This organization shall be bound by the National PFLAG bylaws and policy, and
may take no action contrary thereto. Lacking National policy, local policy may be established by the
local officers and Board of Directors on any subject directly related to the mission of PFLAG.
Section 3 – Limits: The chapter shall take no legal action without the approval of the Board of Directors
Section 4 – Scope: Under no circumstances shall this chapter fund, endorse or contribute in any way
to the election campaign of a candidate for public office, or act in any way as to jeopardize the status
of PFLAG as a tax exempt corporation under Internal Revenue Code section 501©(3).
Article III – Membership
The membership will be composed of persons whose dues have been paid to the chapter. No person
who subscribes to PFLAG’s mission shall be excluded from the membership.
Article IV – Governance
Officers and a Board of Directors are responsible for the governance of this organization.
Article V- Officers
Section 1 – Number
Officers shall include President, Vice President, Secretary, and Treasurer
Section 2 – Terms
Officers share each serve a one-year-term and may be re-elected to serve subsequent terms. Terms
of office begin October 1st of each year.
Section 3 – Duties of the President
The President shall function as the principal officer and shall supervise, facilitate and lead the
business and affairs of the organization. The President shall see that all orders and resolutions of the
Board are carried into effect and shall perform all duties of the office of President and other duties as
prescribed by the Board. Detailed duties of the President can be found in the Policies and Procedures
Section 4 – Duties of the Vice President
The Vice President shall serve in the absence of the President and when so acting, shall have all the
power of and be subject to all the restrictions upon the President. The Vice President shall perform
such other duties as may be assigned to them by the President or by the Board. In the event the
office of the President becomes vacant, the Vice President shall take office as the President. Detailed
duties of the Vice President can be found in the Policies and Procedure Manual.
Section 5 – Duties of the Secretary
The Secretary shall record all the proceedings of the Board and file any minutes from committees.
The Secretary shall perform such other duties assigned to them by the Board or by the President.
Detailed duties of the Secretary can be found in the Policies and Procedures Manual.
Section 6 – Duties of the Treasurer
The Treasurer shall maintain, monitor, conduct the financial business of the organization and report
the financial status of the organization to the Board on a regular basis. The Treasurer shall collect and
disburse chapter funds and disbursement requires verbal approval of at least two other board
members. The Treasurer shall perform such other duties assigned to them by the Board or by the
President. Detailed duties of the Treasurer can be found in the Policy and Procedures Manual.
Article VI – Board of Directors
Section 1 – The Number
The Board of Directors shall consist of four or more people, including officers. A majority of the board
will be parents and family members of LGBTQ persons or members of the LGBTQ community.
Section 2 – Eligibility
Members of the Board of Directors must embrace the mission of the organization and be willing and
able to perform the duty of care and loyalty.
Section 3 – Terms
Board members may be elected to no more than three consecutive one year terms. After being off the
Board for at least one year, members will be eligible for re-nomination. If the membership of the
chapter is not sufficient to support rotating terms, then the rotational requirement may be waived.
Terms begin October 1.
Section 4 – Duties of the Board of Directors
The Board of Directors’ responsibilities are to uphold the organizations mission, annually approve the
organization’s strategic plan and budget, review and approve financial controls, ensure adherence to
legal standards and ethical norms, ensure board sustainability, enhance the organization’s public
standing, and approve major policies. The Board of Directors may delegate duties to committees or
individuals it designates and such committees or individuals must serve under the authority of the
Board of Directors. Detailed duties and responsibilities are outlined in the Policies and Procedures
Article VII – Election and Removal of Officers and Board Members
Section 1 – Election
Officers shall be nominated by the Board of Directors annually at the August monthly board meeting,
which is also open to the membership to attend. After nominees have accepted their nomination, a
ballot will be sent to the membership by mail and/or electronic means to be completed, returned and
tallied by September 25th. At such time, officers and board members will be elected by a majority
vote of the members who have returned their ballot by mail/electronic means. If in good standing as of
September 25th, those elected shall take office on October 1st (October 1st is the beginning of the
PFLAG fiscal year). The Board may establish a Governance Committee to develop a slate of
nominees for approval by the Board.
Section 2 – Removal and Vacancies
Any officer or board member may be removed, for cause, by a two-thirds vote of the Board of
Directors. In the event of a board member vacancy or an officer vacancy, other than the President, the
Governance Committee shall make a recommendation for a replacement for the unexpired portion of
Article VIII: Conflicts of Interest
Section I – Definition
A conflict of interest transaction is a transaction with the organization in which an officer/board member
of the organization has a direct or indirect interest. An officer/board member has an indirect interest in
a transaction if:
Another entity in which the officer/board member has a material interest or in which the officer/board
member is a general partner is a party to the transaction, or an officer/board member has a direct
interest in which the officer/board member
Is a director, officer, board member or trustee is a party to the transaction.
A conflict of interest is defined as an actual or perceived interest by an Officer or board member in an
action that results in or has the appearance of resulting in, personal, organizational, or professional
gain. A conflict of interest occurs when an officer/board member has a direct or fiduciary interest
which include: Ownership with, employment of or by, contractual relationship with, creditor or debtor
to, consultative or consumer relationship to a member of the Board of Directors where one or the other
has supervisory authority over the other or with a client who receives services. It is in the interest of
the organization, officers, and board members to strengthen trust and confidence in each other, to
expedite resolution of problems, to mitigate the effect and to minimize organizational and individual
stress that can be caused by a conflict of interest.Section II – Authorization of a Conflict of Interest
A conflict of interest may be authorized or approved if the transaction is reasonable and fair to the
organization at the time it was entered into and there is an affirmative unanimous vote of the Board of
Directors, who has no direct or indirect interest in the transaction. At a minimum, the board member
must provide notice that they have a conflict or they are immediately subject to review.
Article IX – Quorum
A majority of the Board shall constitute a quorum. In the event a quorum is not present yet a vote
must be taken, all the board members must be contacted electronically or by phone. Members’ votes
must be documented and incorporated into the minutes of the meeting.
Article X – Meetings
Section 1 – Board Meetings
The Board of Directors shall hold meetings, according to the agreed upon schedule, in order to
conduct the organization’s business.
Section 2 – Meeting Attendance
A majority of the officers and board members must be present to hold a meeting, with the membership
always welcome to attend, listen and provide feedback on chapter business.
Article XI – Rules of Order
At the regular meeting and special meetings of the Board of Directors, and at the Annual Meeting of
the membership of PFLAG of Northwest Arkansas, the order of business shall be:
Reading of the minutes and report of the Treasurer
Reports of the Committees
New and miscellaneous business
Election of Executive Board Members and Officers, as required
Article XII – Indemnification Clause
The chapter shall, to the extent legally permissible, indemnify each person who may serve or who has
served at any time as an officer, director, or board member of PFLAG of Northwest Arkansas against
all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes,
penalties and settlement payments, reasonably incurred by or imposed upon such person in
connection with any threatened, pending or completed action, suit or proceeding in which he or she
may become involved by reason of his or her service in such capacity; provided that no
indemnification shall be provided for any such person with respect to any matter as to which he or she
shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that such action was in the best interests of the corporation; and further provided that any
compromise or settlement payment shall be approved by a majority vote of a quorum of directors who
are not at that time parties to the proceeding.
Article XIII – Bylaw Amendment Procedure
These bylaws may be amended by the amendment being presented at one board meeting (a motion
and second is required) and voted on at a subsequent board meeting, and if approved by a two-thirds
vote of those that are present at the meeting at which the amendment is to be voted, it will submitted
to the membership for ratification. Ratification would require the majority of members affirming the
amendment by mail/electronic means within a month of receiving the board approved bylaw
Article XIV – Dissolution of the Organization
Upon the dissolution of the Chapter, it’s assets remaining after payment, or provision of payment, of all
debts and liabilities of this organization, may be distributed in accordance with all applicable provisions
of the law of the State of Arkansas.