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76-465: Some of the work the organization has been involved in includes the following. Tracing its roots back to the 1987 Second National March on Washington for Lesbian and Gay Rights , the group further coalesced in 1990 when BiPol convened the first National Bisexual Conference in San Francisco . At that time a conference track was dedicated to creating a national organization. This first conference

152-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,

228-473: A stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership,

304-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on

380-527: A board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout

456-405: A board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on

532-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if

608-447: A firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of

684-536: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from

760-554: A home. In 1986, Steve Ault and Joyce Hunter, co-coordinators of the 1979 National March on Washington for Lesbian and Gay Rights , drafted documents to extant lesbian and gay organizations soliciting interest in a new march. The response was favorable, and the two organized an initial planning meeting in New York City on July 16, 1986, where it was decided that the march would be held in 1987. Representatives from all known lesbian and gay organizations were subsequently invited to

836-431: A national conference in New York City on November 14–16, 1986 where they would discuss the politics, logistics and organization of the event. The delegates would be addressing four primary concerns: The conference was held under the slogan "For love and for life, we're not going back!" Throughout the planning weekend, delegates debated many aspects of the march itself, including the needs of more marginalized members of

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912-518: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to

988-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in

1064-439: A relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running a board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to

1140-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,

1216-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in

1292-645: A statement that began "As of May 2020, BiNet USA CEASES AND DESISTS OF ALL USE OF THE BISEXUAL PRIDE FLAG". On May 25, 2020, BiNet USA's Twitter reversed its position, stating "We strongly reject and refute any assertion that BiNet USA claimed, or ever claimed the bisexual pride flag." In November 2020, Cheltenham announced that she would retain control of the organization and identified as a conservative. She stated that she "and all bi content" would no longer be on mainstream social media. Second National March on Washington for Lesbian and Gay Rights The Second National March on Washington for Lesbian and Gay Rights

1368-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and

1444-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of

1520-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of

1596-518: Is by consensus by the board of directors with the advice and consent of the members of the Standing Committees and the various Regional Representatives. BiNet USA was overseen by a board of directors . The members of the board of directors at the time of BiNet USA's re-branding from a progressive bisexual advocacy organization to a conservative nonprofit were as follows. On April 28, 2020, BiNet USA president Faith Cheltenham claimed via

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1672-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience

1748-401: Is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of

1824-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on

1900-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of

1976-510: Is to be released soon. On May 1, Faith Cheltenham released a statement prepared by the BiNet USA's board onto the official blog page, as well as tweeting it from the, now reactivated, official Twitter account. Also on May 1, Beach stated she had resigned from the board. Two days later, Cheltenham posted a statement that she had asked Juba Kalamka to be president of BiNet and that he would do so as of January 21, 2021. The same day, BiNet USA posted

2052-446: The chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by

2128-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that

2204-753: The National Equality March and helped organize a contingent of several bisexual groups that participated in the march. In 2014, BiNet USA declared the seven days surrounding Celebrate Bisexuality Day to be Bi Awareness Week, also called Bisexual Awareness Week . The week begins the Sunday before Celebrate Bisexuality Day. BiNet USA was incorporated as a nonprofit organization in Florida on February 14, 1994. It has 501(c)(3) status. Its headquarters are in Arlington, Virginia . Decision-making

2280-831: The United States Supreme Court Building . The desire for a national march in the LGBT community was prompted by two major events in the 1980s: the AIDS pandemic, the Ronald Reagan administration's lack of acknowledgment of the AIDS crisis; and the Supreme Court of the United States ruling in Bowers v. Hardwick upholding the criminalization of sodomy between two consenting men in the privacy of

2356-416: The executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically, the board chooses one of its members to be

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2432-511: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that

2508-613: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there

2584-404: The CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is president of

2660-481: The Internet as an organizing tool for community growth. It uses an "800" phone number , website, MySpace page , Facebook Group , and ListServ , established using Yahoo Groups , to facilitate communication between various and disparate bisexual, pansexual and fluid communities and activists nationwide. In 2005, after a period of progress marked by growing acceptance in both the larger LGBT and straight communities,

2736-855: The March on Washington, who in September 1971 applied for a marriage license with his partner Paul Barwick in Seattle Washington. They later filed the suit Singer vs Hara , which ended in 1974 with a unanimous rejection by the Washington State Court of Appeals. Energized by the sense of community, moved by the AIDS Quilt , and inspired by the activists from ACT UP New York, many participants returned home and started their own chapters of ACT UP or similar lesbian and gay rights organizations. A year later, in commemoration of

2812-553: The National Gay and Lesbian Task Force GLAAD , the Bisexual Resource Center as well as newer ones such as Bialogue , BiNet USA moved to co-ordinate a national response to this threat to the well-being of the bisexual community. It has now revitalized and updated its 'Rapid-Response Spokesperson Team' and now monitors and responds quickly to media portrayals of the bisexual community. Starting in 2008 under

2888-547: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have

2964-529: The US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of

3040-410: The arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and

3116-531: The bisexual community suddenly came under a new attack promulgated by the publication of a study entitled "Sexual Arousal Patterns of Bisexual Men" by the controversial researcher J. Michael Bailey . This study allegedly "proved" that bisexual men did not exist. With little critical examination, various media celebrities and outlets jumped on the bandwagon and claimed to have "solved" the "problem of bisexuality" by declaring it to be non-existent, at least in men. Working with other established LGBT institutions such as

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3192-470: The board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in

3268-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by

3344-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view

3420-405: The board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in

3496-456: The board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where

3572-459: The bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there

3648-642: The community – lesbian and gay people of color, those living in poverty and with disabilities. The second meeting of the steering committee was held in January 1987 in the City of West Hollywood at City Hall. Steve Ault, Pat Norman and Kay Ostberg were elected as the three national co-chairs of the event. The final organizational meeting for the march took place in Atlanta on May 2–3, 1987. This meeting served primarily to hammer out logistical details and determine

3724-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include

3800-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance

3876-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it

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3952-660: The first nationwide bisexual gathering, which led to the eventual 1990 founding of the North American Bisexual Network . Lani Kaʻahumanu 's article " The Bisexual Movement: Are We Visible Yet? ", was also included in the Civil Disobedience Handbook for the Supreme Court action. The 200,000 person estimate, widely quoted from The New York Times , was made several hours before the march actually began; similarly, most of

4028-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in

4104-483: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in

4180-601: The group becoming a nonprofit organization . In its first decade, BiNet USA worked on a variety of campaigns, national policy initiatives and hosted/co-hosted a number conferences. Moving into its second decade, BiNet USA, like many other U.S. charitable organizations , was hit hard when funding dried up in the wake of the 9/11 attacks on the US mainland in September 2001. It was forced to lay off its paid staff and roll back its plans for new office space. Faced with these new economic and logistical realities, BiNet USA begins to focus more of its efforts on Internet activism using

4256-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of

4332-546: The identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by the board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called

4408-400: The jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In

4484-413: The leadership of its then president Wendy Curry , who is herself a software engineer , BiNet USA greatly expanded its use of Internet activism taking advantage of the flowering of a variety of social networking venues including LiveJournal , MySpace and Facebook. In September 2009, BiNet USA expanded its board of directors, making Gary B. North the new president. In October 2009, BiNet USA endorsed

4560-400: The march, and to continue the momentum, the first National Coming Out Day was established. Board of directors A board of directors is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of a board of directors are determined by government regulations (including

4636-418: The membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. The setup of

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4712-413: The organization's Twitter account that they own sole copyright to the bisexual pride flag , stating that they would be restricting the flag's use without direct authorization. The tweets subsequently received many critical responses, including questioning the validity of a copyright claim, as previous documentation had established the flag as being within the public domain . Their original Twitter account

4788-429: The organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for

4864-536: The pictures the mainstream media used were taken early in the morning, or of the AIDS Quilt viewing area rather than of the much larger march itself. Police on the scene estimated numbers during the actual march to be closer to 750,000. The event was supported and endorsed from its early stages by such national LGBT organizations as the National Gay and Lesbian Task Force . Faygele Ben-Miriam attended

4940-457: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of

5016-454: The presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president , a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to

5092-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies

5168-544: The slate of individuals to speak at the rally. The delegates at the West Hollywood convention chose seven primary demands to serve as the platform for the 1987 March. Each of these demands was supplemented with a broader list of demands which extended beyond the scope of single-issue LGBT concerns. In doing so, the organizers wished to underscore their recognition that oppression of one group affects oppression of all groups. The seven primary demands were: The march

5244-465: The world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses. A board-only organization

5320-472: Was a large political rally that took place in Washington, D.C. , on October 11, 1987. Around 750,000 people participated. Its success, size, scope, and historical importance have led to it being called, "The Great March". It marked the first national coverage of ACT UP , with AIDS activists prominent in the main march, as well as making headlines the next day during mass civil disobedience actions at

5396-551: Was attended by over 450 people from 20 states and 5 countries, and the mayor of San Francisco sent a proclamation "commending the bisexual rights community for its leadership in the cause of social justice", and declaring June 23, 1990, Bisexual Pride Day . The following summer, the North American Bisexual Network was formalized in Seattle . Later its name would change to BiNet USA which coincided with

5472-399: Was deactivated on April 29, 2020, and a new account was made and pointed to by Cheltenham. On April 29, 2020, Dr. Lauren Beach gave a statement on her Twitter in which she stated that, as a board member, she was not consulted about BiNet USA's decision and that she does not agree with it. A day later, she confirmed that the board had an emergency meeting on April 30, 2020, and that a statement

5548-561: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine

5624-518: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which

5700-558: Was led by Cesar Chavez , Eleanor Smeal , Jesse Jackson , Whoopi Goldberg and several other celebrities, who were followed by people with AIDS and their supporters, a number of whom were in wheelchairs. Members of ACT UP brought their brand of theatrical and photogenic direct action to the march, and were featured prominently in the media of the event. Speakers at the rally included, among others: The march marked increased visibility for bisexuals. A bisexual contingent of about 75 (co-organized by artist Liz Nania) marched, and then held

5776-496: Was part of six days of activities, with a mass wedding and protest in front of the Internal Revenue Service on October 10, and, three days later, a civil disobedience act in front of the Supreme Court building protesting its rulings upholding Bowers v. Hardwick . The march, demonstration and rally also included the first public display of Cleve Jones's NAMES Project AIDS Memorial Quilt . The march itself

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