Huntsville Young Professionals Mission and By-Laws

Last updated on August 3rd, 2018

The Huntsville Young Professionals promote an environment that attracts and retains young professionals in Huntsville/Madison County, Alabama. Our efforts focus on connecting people to each other and to the community through social, civic, recreational, professional development and charitable opportunities.

ARTICLE 1 -       INTRODUCTION

1.1.       Definition of Bylaws:  These Bylaws constitute the code of rules adopted by the Huntsville Young Professionals (herein referred to as HYP) for the regulation and management of its affairs.

1.2.       Purposes and Powers:  The mission of HYP is to promote an environment that attracts and retains Young Professionals (herein referred to as YPs) in the Huntsville/Madison area. A YP is an individual between the ages of 21 and 40. The organization provides networking opportunities, professional development events, recreational programs, and community service opportunities to YPs. HYP does not have any political or religious affiliations.

1.3.       Structure:  HYP is a 501-C-4, not for profit, organization governed by the Board of Directors (herein referred to as BoD).  The BoD shall 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:  Participation in HYP events is not restricted by the BoD unless otherwise specified.

2.2     Agents: In some circumstances external individuals/organizations 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 shall manage the business, property, and affairs of HYP.

3.2.       Qualifications of BoD Members:  Each prospective BoD member shall complete the required application and attend at least one interview session.  HYP will strive to have a BoD that reflects its participants. Further information regarding nominations and elections of BoD members is addressed in Article 5.1 and Article 5.2.

3.3.       Term of Board Position: Each BoD member shall 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). There are no term limits.

3.4.       HYP Calendar Year:  The HYP calendar year begins on May 1st and ends the following April 30th.

3.5.       New Recruits:  Applicants who are invited to participate on the BoD as a non-BoD member (hereinafter referred to as “New Recruits”) shall be   placed on probation for up to 90 days during which the removal of a New Recruit may occur.

3.6.       Member in Good Standing:  BoD members who do not meet the event attendance requirements (Article 3.6.1) for two months during the HYP calendar year (Article 3.4) and/or the BoD meeting attendance requirements (Article 3.6.2)  are considered not in good standing and shall be placed on probation for up to 45 days. Removal of BoD members and New Recruits is addressed in Article 3.9.

3.6.1.       Event Attendance:  BoD members must attend at least one HYP event per month (excluding Board meetings and team building exercises).

3.6.2.       BoD Meeting Attendance:  BoD members shall not have more than 3 unexcused absences from BoD meetings in a HYP calendar year in order to be considered a member in good standing.

3.6.3.       Retreat Attendance:  Attendance at the annual BoD retreat is mandatory. Returning BoD members who do not attend the retreat shall 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 shall be placed on probation for up to 45 days.

3.7.        Excused Absences for Meetings:  An excused absence includes health, family emergencies, and work. Other absences will be evaluated on a case-by-case basis. An absence is defined as not attending at least two-thirds of a single BoD meeting (e.g. missing more than 30 minutes of a 90 minute board meeting).

3.8.       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.

3.9.       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.

3.10.       Vacancies:  Vacancies in the BoD will be filled by appointment by the President with recommendations from the BoD and approved by a two-thirds (2/3) majority vote of the remaining BoD members. The individual filling the vacancy shall be on probation for up to 45 days and will complete the HYP calendar year.

3.11.       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 shall be considered the Chief Executive Officer (CEO) of HYP and shall preside over BoD meetings, unless unable to perform his or her duties. In the event that the President cannot preside over a BoD meeting, the power is delegated to the Vice President. The President shall manage the business of HYP and oversee all orders and resolutions of the BoD. The President shall 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 shall understand the responsibilities of the President. The Vice President may be assigned special projects or other duties as necessary. In the event of a vacancy in the President’s seat, the Vice President shall be the acting President until a new President is appointed (Article 4.8).

4.3.       Executive Financial Officer:  The Treasurer shall be responsible for the oversight and maintenance of HYP’s finances and property. The Treasurer shall provide a treasurer’s report at every monthly BoD meeting, outlining all transactions in the previous month.

4.4.       Executive Coordinator:  The Executive Coordinator shall record BoD meeting minutes. The Executive Coordinator shall provide minutes to the BoD within 3 days of the previous BoD meeting. The Executive Coordinator shall monitor BoD member 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. The Executive Officer in question will be approached by the other Executive Officers with their concerns. An Executive Officer may be removed from their Executive Officer position if it is a unanimous decision by the remaining Executive Officers.

4.7.       Executive Officers on Probation:  If an Executive Officer is found to not be in good standing (Article 3.6) 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.

4.8.       Power to Appoint other Officers and Agents:  The President shall have the power to appoint other Executive Officers and agents as deemed necessary for the transaction of the business of HYP.

ARTICLE 5 -       NOMINATIONS, ELECTIONS AND APPOINTMENTS

5.1.       Nomination of BoD Members:  The BoD members shall provide nominations for New Recruits two weeks after the application deadline. The consent of any nominee must be obtained before his or her name is placed in nomination. He or she must contractually agree that the bylaws have been read and understood.

5.2.       Selection and Election of New Recruits:  A final list of candidates shall be prepared by the Executive Officers to be presented at the March BoD meeting. Voting on the nominations shall occur at the March BoD meeting.

5.3.       Nomination of Officers:  The Executive Officers shall request nominations from the BoD members to fill all elected positions prior to the end of March. Once nominated, the member shall accept or decline the nomination. A BoD member may be nominated for multiple positions but may not hold more than one position. A nominee must be considered a member in good standing (Article 3.6). A nominee shall not be on probation (Article 3.8).

5.4.       Election of Officers:  A final list of candidates for the elected positions (Article 4), shall be prepared by the President to be presented at the April meeting. Each BoD member is entitled to one vote to elect a person to each position. Elections shall be held in the following order:  President, Vice President, Treasurer, and then Executive Coordinator.  In the event no nominee receives an absolute majority, a run-off vote will be held.

ARTICLE 6 -       BOARD MEETINGS

6.1.       BoD Meetings:  BoD meetings shall take place on the second Wednesday of the month unless a change is approved by an absolute majority (50% +1) vote of the BoD and individuals on probation. A quorum is required to call the meeting to order (Article 7.1).

6.2.       Special Topic Meetings:  Special Board 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. Special topic meetings do not count against “member in good standing” status.

ARTICLE 7 -       QUORUM / VOTES OF THE BOD

7.1.       Quorum:  A quorum is the presence of voting BoD members representing an absolute majority (50% +1) of the BoD. A quorum is required for all voting actions. 

7.2.       Abstentions:  Abstentions may not be used unless a legitimate conflict of interest exists.  BoD members who abstain from voting shall not count as voting BoD members and shall not count towards meeting quorum.

7.3.       Votes of the BoD:  Voting topics addressed in the agenda shall occur at scheduled BoD meetings. 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 BoD members is required, unless otherwise specified in the bylaws.

7.4.    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 days of the original voting date. Vetoes cannot occur for elections involving the current President.  Only one veto may occur per subject.