The Pittsburgh/Greater Allegheny LGBTQ+ Chamber of Commerce

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  • April 08, 2021 2:04 PM | Ronald Hicks (Administrator)

    TO ALL 3RBA MEMBERS:

    Pursuant to Section 9.10 of 3RBA's Bylaws, notice is hereby given that in connection with its March 25, 2021 meeting with which a quorum was present, 3RBA's Board of Directors unanimously voted to delete Section 9.6 of the Bylaws and replace it with the text set forth below in this notice.  Further, this amendment shall become effective within twenty-one (21) days of the date of this notice unless a petition is filed with 3RBA's Secretary signed by at least twenty percent (20%) of members in good standing requesting a vote of the membership on the subject amendment(s), or particular portion(s) thereof.  

    The proposed amended Section 9.6 is as follows:

    Section 9.6 Conflicts of Interest

    (a)  Identification.  An actual or potential conflict of interest arises when any of the following circumstances exists or is threatened:

    (1) a proposed transaction or arrangement under consideration by the Board, or any ongoing business relationship, involves a Contracting Entity with respect to which there is an Interested Director or Interested Officer;

    (2) an opportunity within the scope of activities of the Corporation could be exploited by a Director or officer, a Director or officer’s Family Member, or a Contracting Entity with respect to which there is an Interested Director or Interested Officer; or

    (3) a proposed transaction or compensation arrangement involves a Disqualified Person.

    (b) Procedure for Determining Whether a Conflict Exists.

    (1) Disclosure Statements.  Each Director and officer shall complete an annual Conflict of Interest Disclosure Statement, describing any interest of the Director or officer. It is his or her duty to make a full, frank and fair disclosure of the circumstances giving rise to an actual or potential conflict of interest. Each Director and officer is also obligated to file a supplementary Disclosure Statement if, during the year, there is any change in circumstances that alters or makes Incomplete the information provided in the original Disclosure Statement. It shall be the responsibility of the President to review each of the Disclosure Statements and bring any perceived conflicts of interest to the attention of the Board of Directors.  Attached at the end of this document is a sample Disclosure Statement.

    (2) Additional Disclosure.  If, during the course of a meeting of the Board of Directors, a Director or officer present at the meeting is aware that he or she has or may have an actual or a potential conflict of interest in a matter under discussion, the Director or officer shall immediately disclose the material facts about his or her interest in the matter to the Board of Directors. If, during the course of a meeting, the President, any Director or any officer present at the meeting believes that another Director or officer has or may have an actual or potential conflict of interest in a matter under discussion, such person shall immediately make such concern known to the Board of Directors.

    (3) Analysis of Conflict Issue.  The determination of whether there is a conflict of interest in any particular circumstances shall be made by the Board of Directors. The review shall be subject to the following process:

    (i) Questioning of the Involved Director or Officer. It is the involved Director’s or involved officer’s duty to respond fully and frankly to any questions from the President or Directors relating to the actual or potential conflict of interest.

    (ii) Exclusion of the Involved Director or Officer. The involved Director or involved officer shall leave the Board meeting while the question of whether a conflict exists is discussed and voted upon.

    (4) Disqualified Persons. Notwithstanding the foregoing, any proposed transaction or compensation arrangement with a Disqualified Person shall be deemed to present a conflict of interest and shall be dealt with in accordance with the procedures set forth in subsection (d), below.

    (c) Procedure after Determining the Existence of a Conflict.

    (1) Appointment of Disinterested Individual or Committee to Investigate.  In the event the Board of Directors concludes that a conflict exists, the President or a majority of the disinterested Directors present may appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement which presents the conflict.

    (2) Board Action.  The Board of Directors may approve the transaction or arrangement which is the subject matter of the conflict by an affirmative vote of a majority of the disinterested Directors present, provided that it has determined (i) that the transaction or arrangement is in the Corporation’s best interest and for its own benefit; (ii) that it is fair and reasonable to the Corporation; and (iii) after exercising due diligence, that the Corporation could not obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances. Approval of transactions involving Disqualified Persons shall be by a committee on which the affected Disqualified Person does not serve. In addition, with respect to any proposed transaction or compensation arrangement with a Disqualified Person, the Committee and disinterested Directors shall have obtained and relied upon appropriate comparability data in making their determination. Any involved Director or involved officer or any Disqualified Person shall leave the Board meeting while the substantive issue which is the subject of the conflict is discussed and shall not vote on said substantive matter.  Solely for purposes of this Section, the term “disinterested Director” shall mean a Director who is unrelated to and not under the control of the Director, officer or Disqualified Person, as the case may be.

    (d) Minutes.  The minutes of the Board meetings and Board committee meetings shall reflect (i) the names of the persons who disclosed any interests; (ii) the determination as to whether an actual or potential conflict of interest exists; (iii) the names of the persons who were present for discussions and votes relating to the transaction or arrangement; (iv) the content of the discussions, including any alternatives to the proposed transaction or arrangement and, with respect to a transaction or compensation arrangement with a Disqualified Person, the basis for the determination of the Board, including any comparability data; (v) the voting record, including any abstention from voting; and (vi) any action to be taken.

    (e) Recordkeeping.  In addition to the annual Disclosure Statements, each Director and officer annually shall sign a statement that the person (i) received a copy of the conflict of interest policy: (ii) has read and understands the policy; (iii) agrees to comply with the policy; (iv) understands that the policy applies to all committees of the Board; and (v) understands that the Corporation is a Code Section 501(c)(6) organization and that in order to maintain its tax exempt status, it must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes.

    (f)        Periodic Review. The Board of Directors shall at least biannually conduct a review of the Corporation’s activities to ensure that the Corporation is operating in a manner consistent with its charitable purposes and that its operations do not result in private inurement or impermissible benefit to private interests.

    (g) Violation of Policy.  Any Director, officer or Disqualified Person who violates the Corporation’s conflict of interest policy, irrespective of whether he or she is doing so to protect the Corporation’s best interests, shall be subject to disciplinary action by the President or the Board of Directors, up to and including termination of employment, if applicable, or removal from the Board or a committee thereof.

    (h)  Definitions. The following words and phrases, when used in this section, shall have the meanings given to them in this subsection:

    (1)  Contracting Entity.  Pay entity engaged in a transaction or arrangement with the Corporation.

    (2) Disqualified Person.  An individual who qualifies as a Disqualified Person as that term is defined in Section 4958(f)(1) of the Code. As a general principle, Disqualified Persons are persons who have (or at any time during the preceding 5-year period had) substantial influence over the Corporation and the Family Members of such individuals. Disqualified Persons also include organizations (corporations, partnerships, trusts and estates) which are controlled by persons who have or have had substantial influence over the Corporation.  Control is established when the influential individual owns 35% or more of the organization.  By way of illustration, a Disqualified Person is presumed to include (i) each voting Director; (ii) each officer of the Corporation with primary authority to initiate executive decisions and who is responsible directly to the Board; (iii) the five highest compensated non-clerical employees of the Corporation and the five highest annual recipients of consideration, provided, in each case, that the remuneration received from the Corporation and/or its affiliates is greater than $25,000 annually; and (iv) substantial contributors to the Corporation.

    (3) Family Member. A spouse, sibling (whether by whole or half-blood), lineal ancestors (parents, grandparents, great grandparents, etc.), lineal descendants (children, grandchildren, great grandchild, etc.) and the spouse of any sibling (whether by whole or half-blood) or lineal ancestor or descendant.

    (4) Financial Interest. Directly or indirectly, through business, investment or a Family Member:

    (i)  An ownership or investment interest in any Contracting Entity;

    (ii)  A compensation arrangement with the Corporation, with any Contracting Entity or with any individual with whom the Corporation has a transaction or arrangement; or

    (iii) An ownership or investment interest in, or compensation arrangement with, or with any entity or individual with which the Corporation is negotiating a transaction or arrangement.

    The term “compensation” includes direct and indirect remuneration and substantial gifts and favors. In the event the Director or officer is not certain if a particular gift or favor is substantial, disclosure should be made. A Director or officer who has a Financial Interest in any affiliate of the Corporation shall be deemed to have a Financial Interest with respect to the Corporation as well.

    (5)  Interested Director/Interested Officer.  A Director or officer who has a Financial Interest or who serves or whose Family Member serves without compensation as a director, trustee or officer of a Contracting Entity.

    Exhibit B

    C O N F I D E N T I A L

    THREE RIVERS BUSINESS ALLIANCE (the “Corporation”)

    CONFLICT OF INTEREST DISCLOSURE STATEMENT

    Name:                                                                     

    • I.                         Employment
    • 1.                  Current Employer:                                                                                       
    • 2.                  Position:                                                                                                        
    • 3.                  To the best of your knowledge, does your employer offer any service (e.g., medical, legal, accounting) or product to, or do business with, the Corporation?

    Yes                                                        No                              

    • 4.                  If yes, what is the service/product and what is the estimated annual dollar volume of such business?
    •                                                                                                                                    
    •                                                                                                                                    
    • II.                       DIRECT AFFILIATIONS

    If you (a) have an ownership or investment interest in or compensation arrangement with; or (b) are an uncompensated director, trustee or officer of any entity that provides services or products for the Corporation or contracts with the Corporation, please complete page 2.

    • III.                    INDIRECT AFFILIATIONS

    If any Family Member (a) has an ownership or investment interest in or compensation arrangement with; or (b) serves as an uncompensated director, trustee or officer of, any entity that provides services or products to the Corporation, contracts with the Corporation or competes with it, please complete page 3.

    DIRECT AFFILIATIONS

    (a) Name of Entity

    (a) Name of Entity

    (b) How long have you been associated with this entity?

    (b) How long have you been associated with this entity?

    (c) What is the nature of your relationship with the entity? (include ownership interests through a business and investment interests, including debt and equity interests)

    (c) What is the nature of your relationship with the entity? (include ownership interests through a business and investment interests, including debt and equity interests)

    (d) Have you served as an officer, director, or trustee of this entity? 

          If yes, when and what position?

    (d) Have you served as an officer, director, or trustee of this entity? 

          If yes, when and what position?

    (e) In what capacity will you be serving for the next 12 months?

    (e) In what capacity will you be serving for the next 12 months?

    (f)  What is the annual dollar volume, if any, between the Corporation (and its affiliates) and this entity?

    (f)  What is the annual dollar volume, if any, between the Corporation (and its affiliates) and this entity?


    INDIRECT AFFILIATIONS

    (a) Name of Entity

    (a) Name of Entity

    (b) Name of family member associated with this entity:

    (b) Name of family member associated with this entity:

    (c) How long has this family member been associated with this entity?

    (c) How long has this family member been associated with this entity?

    (d) What is the nature of your family member’s relationship with the entity? (include ownership interests through a business and investment interests, including debt and equity interests)

    (d) What is the nature of your family member’s relationship with the entity? (include ownership interests through a business and investment interests, including debt and equity interests)

    (e) Has your family member served as an officer, director, or trustee of this entity? 

          If yes, when and what position?

    (e) Has your family member served as an officer, director, or trustee of this entity? 

          If yes, when and what position?

    (f)  In what capacity will your family member be serving for the next 12 months?

    (f)  In what capacity will your family member be serving for the next 12 months?

    (g) What is the annual dollar volume, if any, between the Corporation (and its affiliates) and this entity?


    (g) What is the annual dollar volume, if any, between the Corporation (and its affiliates) and this entity?





  • February 25, 2021 5:03 PM | Ronald Hicks (Administrator)

    Yesterday, the NGLCC announced that the Small Business Administration (SBA) will offer Paycheck Protection Program (PPP) loans to businesses with 20 or less employees and sole proprietors from Wednesday, February 24 through Wednesday, March 10, 2021.  The PPP provides loans to help businesses keep their workforce employed during the Coronavirus (COVID-19) crisis. Borrowers may be eligible for PPP loan forgiveness.  The SBA has also announced additional program changes to make access to PPP loans more equitable.

    Steps to follow, via the Small Business Administration:

    1. Find a lender:

    a. Get matched with a lender

    b. Search for lenders in your area

    2. Identify a loan:

    a. First Draw PPP Loans: If you have not received a PPP loan before, First Draw PPP Loans are available to you.

    b. Second Draw PPP Loans: If you have previously received a PPP loan, certain businesses are eligible for a Second Draw PPP Loan.

    Reminder: the SBA also offers additional Coronavirus relief.

    Note: SBA relief loans/grants are contingent upon requirements being met that are unique to each business/industry.  NGLCC is an information resource sharing partner of the SBA, but neither the NGLCC nor 3RBA provide direct support with applications.

  • February 20, 2021 3:06 PM | Ronald Hicks (Administrator)

    Three Rivers Business Alliance is seeking both a Treasurer and an Executive Director to join its team.  The Treasurer will be a volunteer position, whereas the Executive Director position will be a paid position.  

    For more information on both positions, check out the descriptions on the Job Bank page.

  • February 01, 2021 9:16 PM | Ronald Hicks (Administrator)

    Three Rivers Business Alliance (3RBA) is proud to announce Giant Eagle and Duquesne Light have joined 3RBA as Youghiogheny River Sponsors.  “3RBA is delighted to have Giant Eagle and Duquesne Light as corporate sponsors,” said Ronald L. Hicks, Jr., a partner at Porter Wright Morris & Artur LLP and President of 3RBA. “Both Giant Eagle and Duquesne are leading the way in diversity and inclusion, and with their help, 3RBA can improve the LGBT+ business community in the Pittsburgh and Greater Allegheny region and continue the advancement of entrepreneurship in the region.”

    ###

    About Three Rivers Business Alliance (3RBA)

    Launched in early 2018, 3RBA serves to promote networking and business development within the LGBT+ and allied business community operating in the Pittsburgh and Greater Allegheny region.  Together with its foundation, 3RBA is committed to expanding the economic interests of LGBT+ owned and allied businesses through advocacy, education, business development and growth, diversity, leadership, and partnerships throughout its region.  Also, as an NGLCC affiliated chamber, 3RBA serves as a point of connection for LGBT+ and allied business owners and professionals, corporations, nonprofits, and civic leaders. Learn more about 3RBA at www.3rba.com.

  • September 13, 2020 4:12 PM | Ronald Hicks (Administrator)


    The National Veteran-Owned Business Association (NaVOBA), in partnership with the National LGBT Chamber of Commerce (NGLCC), has officially opened nominations for the 2020 LGBT Veteran’s Business Enterprise of the Year® (VBEOY).

    The VBEOY is a prestigious honor bestowed annually to outstanding U.S. military veteran business owners. To be eligible to receive the award, the nominee must be a U.S. military veteran business owner who actively runs the company and currently works as a supplier to private sector corporations.

    Please do not hesitate to reach out to EngagementCenter@nglcc.org with questions and concerns.  For more information, click here.


  • September 10, 2020 4:06 PM | Ronald Hicks (Administrator)

    Searching for Small Business Grants?  Look no further.

    NGLCC has proudly partnered with Hello Alice to bring you Business For All Grants of up to $50,000 to support business growth.  Applications are due by September 25, 2020, at 12:00 a.m. PT.

    To learn more, click here.

  • June 30, 2020 10:00 AM | Ronald Hicks (Administrator)

    In its "Why Practice in Pittsburgh - Pride Month" series, the Pittsburgh Legal Diversity & Inclusion Coalition featured 3RBA's President, Ronald L. Hicks, Jr.  In the profile, Ron highlights who are some of his favorite LGBTQ TV and movie characters and why celebrating Pride is important to the LGBTQ community.

    Ron's profile was the last in a series of profiles that were published by the Coalition for Pride month.  To read all the profiles and to learn more about the Coalition, visit https://pghlegaldiversity.org/

      

  • June 16, 2020 1:36 PM | Ronald Hicks (Administrator)

    This week, the United States Supreme Court declared in Bostock v. Clayton County, Georgia, No. 17-1618 (US, Jun. 15, 2020), that Title VII of the Civil Rights Act of 1964 protects individuals from being fired because they are homosexual or transgender.  Title VII explicitly prohibits discrimination based on “race, color, religion, sex, or national origin,” but does not specifically name sexual orientation or gender identity as protected classes.  However, in a 6-3 opinion written by Justice Neil Gorsuch, the Supreme Court ruled:

    An employer who fires an individual for being homosexual or transgender fires that person for traits or actions it would not have questioned in members of a different sex.  Sex plays a necessary and undisguisable role in the decision, exactly what Title VII forbids. 

    Although the employers argued that such an interpretation is contrary to Congressional intent, Justice Gorsuch concluded the opinion, by stating:

    [While] Title VII’s effects have unfolded with far-reaching consequences, some likely beyond what many in Congress or elsewhere expected[, …] none of this helps decide today’s cases.  Ours is a society of written laws.  Judges are not free to overlook plain statutory commands on the strength of nothing more than suppositions about intentions or guesswork about expectations.  In Title VII, Congress adopted broad language making it illegal for an employer to rely on an employee’s sex when deciding to fire that employee.  We do not hesitate to recognize today a necessary consequence of that legislative choice: An employer who fires an individual merely for being gay or transgender defies the law.

    Bostock is a landmark ruling that will extend protections to millions of workers nationwide. As even the dissent recognized: “[The LGBT Community] can take pride in today's result.”

    To read the full decision, click here.


  • June 03, 2020 6:13 PM | Ronald Hicks (Administrator)

    For those in the LGBTQ+ community, June represents the month in which we celebrate our Pride.  This year, COVID-19 has caused many of Pride celebrations to be held virtually or delayed until later this year.  However, several recent events have brought us a significant reminder that, as a community, we must speak out when hate, violence, and systematic discrimination claims the lives of those who are not in the majority. 

    As the National LGBT Chamber of Commerce (NGLCC) and other members of the National Business Inclusion Consortium (NBIC) and their affiliate organizations stated today:

    The words “I can’t breathe” have once again shocked our national conscience.  Sorrow, anger and open wounds have again been thrust to the forefront.  The systematic racism happening in our country is corrosive on our resolve as a nation.  Far too many Americans, young and old alike, live in constant fear. Fear for not just livelihood, but life.  What happened to George Floyd, Breonna Taylor, Ahmaud Arbery, Philando Castille and the countless before is not acceptable nor does it illustrate who we are as a people.  This senseless violence should rattle us all to our core as it also should for Asian Americans being scapegoated, harassed and becoming victims of violence in the era of COVID-19.  We must come together as communities of color and allies, neighbors and friends, business leaders and decision makers to stop this crisis once and for all. 

    Too many lives are being lost. Too many families are being devastated.  The negative impact on our cities and towns is not and should not be sustainable.  Our local, state and national economies have been stretched to the max already.  The time for action is now.  We have to shed light on institutional racism, and we must work to find solid equality for all.  Our country deserves better, our people deserve justice, families of color deserve respect, journalism merits the exercise of reporting and free speech, and businesses deserve to thrive in a safe economy. 

    Our country was founded on the principle that all persons are created equal.  As a community, it’s time for us to use our voice to work with our allies and the business community in general to declare that discrimination and bigotry against any fellow human being is wrong and will not be tolerated.  Only then can we be proud to be who we are.   

       


  • May 31, 2020 8:49 AM | Ronald Hicks (Administrator)

    Join the NGLCC TWICE MONTHLY from 3 PM EST to 6 PM EST as it brings together LGBT business owners, local affiliate members and corporate procurement experts for its Sip & Pitch Fridays.  This event is open to all, and you do not have to pitch to participate.  The format of the event includes:

    SIP & PITCH

    A chance to informally present your business to a panel of experts and your fellow business owners for positive, constructive feedback and new ideas.  If you have a 5 minute (or less) presentation with all the bells and whistles: great! If not: that’s great, too! Simply bring your “elevator pitch” and any messaging you’d like to work on with our experts. This is an open forum!

    Although these are mock pitches, these programs are a tremendous opportunity for NGLCC community businesses to enjoy:

    • No-cost constructive feedback to help you improve your pitch, whether a casual elevator pitch, coordinated matchmaking opportunity, or formal pitch for upcoming RFPs.
    • Judgment-free, safe-space for you to practice your pitch. Everyone in the room wants to help you succeed and share best practices.
    • See and be seen by representatives from NGLCC Corporate Partners and fellow Certified LGBTBE® companies seeking your goods & services. Participation is a great way to build relationships with key buyers and strategic partners while presenting to a national audience eager to see your innovations.
    • Learn what other NGLCC Certified LGBTBE® suppliers do. You will likely be amazed to hear what some of your fellow NGLCC members are up to which could lead to ways for you to work together.

    COMMUNITY & CONVERSATION

    For the final hour ALL members of the LGBT and allied business community in the NGLCC network are welcome to pour a drink of your choice -- with everything from coffee to cocktails welcome -- and casually network with your fellow community members over digital video. Our community is sustained by our resilience and commitment to helping one another through the good times, and the challenging ones.  So come with a joke, a story, or just a friendly face as we affirm that all of us in the NGLCC family will get through this together.

    Learn more about Sip & Pitch Fridays, including how you can register or participate as an LGBTBE or corporate partner, by visiting our Events page.

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Three Rivers Business Alliance

1735 E. Carson St. #403
Pittsburgh, PA 15203-1705

info@3rba.com
412-346-4161



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