Huntsville Young Professionals
Mission and By-Laws
Last updated on February 13, 2019.
Huntsville Young Professionals, Inc. promotes an environment that attracts and retains young professionals in Huntsville/Madison County, Alabama. Our efforts focus on connecting people to each other and engaging the community through civic, recreational, charitable and professional developmental opportunities.
ARTICLE 1 - INTRODUCTION
1.1. Definition of Bylaws: These Bylaws constitute the code of rules adopted by Huntsville Young Professionals, Inc. (herein referred to as HYP) for the regulation and management of its affairs.
1.2. Purposes: The purpose of HYP is to promote an environment that attracts and retains Young Professionals (herein referred to as YPs) in Huntsville/Madison County, Alabama. HYP defines a YP as an individual between the ages of 21 and 40. HYP engages the community through civic, recreational, charitable and professional developmental opportunities. HYP does not have any political or religious affiliations.
1.3. Structure: HYP is a 501(c)(3)*, not-for-profit, organization governed by the Board of Directors (herein referred to as BoD). The BoD will be composed of local YPs. The BoD will solicit input from other YPs to plan and execute events that support the mission of HYP.
ARTICLE 2 - PARTICIPATION IN HYP
2.1 Participants: Participants are individuals attend HYP events. Participants do not represent the views or opinions of HYP. Participation in HYP events is not restricted by the BoD unless otherwise specified.
2.2 Agents: Agents are external individuals/organizations that may be appointed to perform specific duties to assist with the operations of HYP.
2.3 Actions and Views: The actions and views of the participants and agents do not reflect those of the BoD or HYP.
ARTICLE 3 - THE BOARD OF DIRECTORS
3.1. Purpose: The BoD will manage the business, property, and affairs of HYP.
3.2. Qualifications of BoD Members: Each prospective BoD member will complete the required application and attend at least one interview session. Further information regarding nominations and elections of BoD members is addressed in Article 5.1 and Article 5.2.
3.3. HYP Calendar Year: The HYP calendar year begins on May 1st and ends the following April 30th
3.4. Term of Board Position: Each BoD member will hold their position for at least a two-year term unless (i) the BoD member requests to leave the position early or (ii) is removed from the BoD (Article 3.6). Regardless of when a BoD member joins, a two-year term is completed at the end of two HYP calendar years (i.e. if a BoD member joins October 1st 2018, the end of their first term would be April 30th, 2020). There are no term limits.
3.5. New Recruits: Applicants who are invited to participate on the BoD as a non-BoD member (hereinafter referred to as “New Recruits”) will be placed on probation for up to 90 calendar days during which the removal of a New Recruit may occur.
3.6. Attendance Requirements: BoD members must meet the attendance requirements listed below (3.6.1 - 3.6.4). Special situations regarding attendance will be evaluated on a case-by-case basis by the Executive Officers.
3.6.1. Event Attendance: Event attendance is participating in an event for greater than two-thirds (⅔) of the total event time. If a BoD member fails to attend an event for any two months during the HYP calendar year (Article 3.3), they will be placed on probation for upto 45 calendar days. Board meetings, special topic meetings, and team building exercises do not count for event credit.
3.6.2. BoD Meeting Attendance: BoD meeting attendance is participating in a BoD meeting for greater than two-thirds (⅔) of the total meeting time. If a BoD member fails to attend a BoD meeting for any four months during the HYP calendar year (Article 3.3), they will be placed on probation for up to 45 calendar days. Special topic meetings and team building exercises do not count for meeting credit.
3.6.3. Retreat Attendance: Attendance at the annual BoD retreat is mandatory. Returning BoD members who do not attend the retreat will be placed on probation for up to 45 days.
3.6.4. Annual Planning Meeting Attendance: Attendance at the annual planning meeting is mandatory. BoD members who do not attend the annual planning meeting will be placed on probation for up to 45 days.
3.7. Probation: During probation, the BoD member is considered a non-voting BoD member. During probation, the New Recruit is considered a non-BoD member. During a probationary period, a vote by the BoD will be held, which may result in the removal of the individual on probation.
3.8. Removal of BoD Members and New Recruits: At any time, any BoD member or New Recruit (Article 3.5) may be removed by a two-thirds (2/3) majority vote, regardless of status.
3.9. Power to Amend Bylaws: The BoD shall have the power to make and/or amend any bylaw or bylaws. Proposed changes to bylaws shall be distributed to all BoD members at least 24 hours in advance to voting on changes. Approval of changes to the bylaws requires a two-thirds (2/3) majority vote. An annual review of the bylaws at the Annual Planning Meeting (Article 3.6.4) shall be conducted.
ARTICLE 4 - EXECUTIVE OFFICERS
4.1. President: The President will be considered the Chief Executive Officer (CEO) of HYP and will preside over BoD meetings, unless unable to perform their duties. In the event that the President cannot preside over a BoD meeting, the power is delegated to the Vice President. The President will manage the business of HYP and oversee all orders and resolutions of the BoD. The President will have the duties of supervision and management as needed. The President is a non-voting board member unless in the event of a tied vote.
4.2. Vice President: The Vice President will understand the responsibilities of the President. The Vice President may be assigned special projects or other duties as necessary. The Vice President will ensure the external facing components of HYP (e.g. website, email, Facebook, Instagram, etc.) are up to date. In the event of a vacancy in the President’s seat, the Vice President will be the acting President until a new President is elected (Article 4.8).
4.3. Executive Financial Officer: The Executive Financial Officer will be responsible for the oversight and maintenance of HYP’s finances and property. The Executive Financial Officer will track inventory, create and distribute invoices, process and log reimbursements, and provide a financial report at every monthly BoD meeting outlining expenses and revenue in the previous month. The Executive Financial Officer is required to organize and attend at least one annual storage locker inventory day each calendar year.
4.4. Executive Coordinator: The Executive Coordinator will create the BoD meeting agendas. The Executive Coordinator will provide the agenda to the President for review at least 3 days before the meeting. The Executive Coordinator will record BoD meeting minutes. The Executive Coordinator will provide minutes to the BoD within 3 days of the previous BoD meeting. The Executive Coordinator will direct BoD members to track their attendance and provide BoD member status.
4.5. Absences of Executive Officers: In the event of an executive officer’s absence at meetings and events, the President may delegate the duties of that position to any existing BoD member.
4.6. Removal of an Executive Officer from their Position: Executive Officers are subject to continual evaluation by the other Executive Officers. An Executive Officer may be removed from their Executive Officer position if it is a unanimous decision by the remaining Executive Officers. The Executive Officer in question will be approached by the other Executive Officers with their concerns.
4.7. Executive Officers on Probation: If an Executive Officer is on probation (Article 3.7) the BoD will vote on the removal of the officer from their position as well as the removal of the BoD member from the BoD with two separate votes.
4.8. Power to Appoint other Officers and Agents: The President will have the power to appoint other Executive Officers and agents as deemed necessary for the transaction of the business of HYP or to fill the vacancy of an Executive Officer position.
ARTICLE 5 - NOMINATIONS, ELECTIONS AND APPOINTMENTS
5.1. Nomination of New Recruits: The BoD members will provide nominations for New Recruits within 45 calendar days of the application deadline. The consent of any applicant must be obtained before their name is placed in nomination. The applicant must contractually agree that the bylaws have been read and understood.
5.2. Selection and Election of New Recruits: A final list of nominees will be prepared by the Executive Officers and presented at the March BoD meeting. Voting on the nominations will occur at the April BoD meeting to determine which nominees to invite as New Recruits.
5.3. Nomination of Executive Officers: Prior to the end of February, the Executive Officers will request nominations from the BoD members to fill all Executive Officer positions. Once nominated, the BoD member will accept or decline the nomination. A BoD member may be nominated for multiple positions but may not hold more than one Executive Officer position. An Executive Officer nominee cannot be on probation (Article 3.7).
5.4. Election of Executive Officers: A final list of Executive Officer nominees (Article 4) will be prepared by the President and presented at the March meeting. Each BoD member is entitled to one vote to elect an Executive Officer nominee to each position. Elections will be held in the following order: President, Vice President, Executive Financial Officer, and then Executive Coordinator. In the event no Executive Officer nominee receives an absolute majority, a run-off vote will be held. In the event of a tie, the President will cast the deciding vote.
5.5 Appointing BoD Members Out of Term: The President will appoint BoD members out of term as the President deems necessary. The appointment will be voted on by the BoD and approved by a two a two-thirds (2/3) majority vote of the BoD. The appointed individual will be on probation for up to 45 days and will complete the HYP calendar year.
5.6. Appointing Agents: The President has the power to appoint other agents as deemed necessary for the transaction of the business of HYP.
ARTICLE 6 - BOARD MEETINGS
6.1. BoD Meetings: A quorum is required to call BoD meetings to order (Article 7.1). BoD meetings will take place on the second Wednesday of the month unless a change is approved by an absolute majority vote of the BoD and individuals on probation.
6.2. Special Topic Meetings: Special topic meetings may be requested by the President. The President shall give notice of at least three (3) days prior to the date for the holding of any special topic meeting. This notice shall include the place and purposes of the meeting and shall be distributed to each BoD member by email. Business not mentioned in the notice shall not be transacted at the meeting.
ARTICLE 7 - QUORUM / VOTES OF THE BOD
7.1. Absolute Majority: An absolute majority is defined as greater than 50%.
7.2. Quorum: A quorum is defined as the presence of voting BoD members representing an absolute majority of the voting BoD.
7.3. Abstentions: Abstentions may not be used unless a legitimate conflict of interest exists. BoD members who abstain from voting will not count as voting BoD members and will not count towards meeting quorum.
7.4. Votes of the BoD:
7.4.1 Notification of voting including the topic, time, and location will be provided by the Executive Officers to the BoD and New Recruits at least 24 hours prior to the call to vote.
7.4.2 For votes done outside of scheduled BoD meetings, (including those done electronically via email or other measure acceptable to the President), a vote of an absolute majority of the voting BoD is required, unless otherwise specified in the bylaws.
7.4.3 For electronic votes, a required response time will be provided, not to be less than 48 hours from the call to vote. If an absolute majority of the voting BoD is not met by the required response time, a revote will occur.
7.5. Vetoes by The President: The President may choose to veto the outcome of a vote for (i) an immediate discussion and revote at the current BoD meeting or (ii) a new vote to be performed within 45 calendar days of the original voting date. Vetoes cannot occur for elections involving the current President. Only one veto per vote may occur. Any changes to the language of a vetoed vote creates a new vote and can be vetoed again.
DEFINITIONS AND OTHER COMMENTS
Article 1.3 - Pending 501(c)(3) application approval.
“Days” refers to working days (typical M-F schedule) unless otherwise specified (i.e. specifically calls-out “calendar days”).