Huntsville Young Professionals Mission and By-Laws
Last updated on January 14th, 2017
The Huntsville Young Professionals promote an environment that attracts and retains young professionals in the Huntsville/Madison area. Our efforts focus on connecting people to each other and to the community through social, civic, professional development and charitable endeavors.
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, member-directed educational programs, 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 shall solicit input from the “participants” (Article 2.1) to plan and execute events that support the mission of HYP.
ARTICLE 2 - PARTICIPATION IN HYP
2.1. Participation in HYP events is not monitored by the BoD and the actions/ views of the participants 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 Board 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 elected shall hold office for a term of two years. Each BoD member shall hold their position for the 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: New Recruits are applicants who are invited to participate on the BoD as a non-BoD member for a probationary period of 90 days.
3.6. Member in Good Standing: BoD members must be in good standing to remain on the BoD. BoD members who do not meet the event attendance requirements (Article 3.6.1) for more than 2 months during the calendar year (Article 3.4) and/or the BoD meeting attendance requirements (Article 3.6.3) will be placed on a probationary period of 45 days (Article 3.7). BoD members who fail to meet these requirements may be removed from the BoD upon a two-thirds (2/3) majority vote of the existing BoD. All new BoD members (hereinafter referred to as “New Recruits”) shall be placed in a mandatory probationary period of 90 days during which the removal of a New Recruit may occur (Article 3.7).
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 board meetings in a 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.
3.7. Excused Absences: An excused absence includes health, family emergencies, and work. Other excused absences will be evaluated on a case-by-case basis. An absence is defined as not attending at least two-thirds of a single board meeting (i.e. missing more than 30 minutes of a 90 minute board meeting).
3.8. Probation: During probation, the BoD member or New Recruit is a non-voting member. During a probationary period, a vote by the BoD will be held, which may result in the removal of members on probation.
3.9. Removal of Board Members: 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 shall be filled by appointment made by recommendation of the BoD and approved by a two-thirds (2/3) majority vote of the remaining BoD members. The member filling the vacancy will be on a 45 day probation period and will complete the HYP calendar year.
3.11. Power to Amend Bylaws: Upon a two-thirds (2/3) majority vote of the BoD, the BoD shall have the power to make and/or amend any bylaw or bylaws, at any time. Proposed changes to bylaws shall be distributed to all BoD members at least 24 hours in advance to voting on changes. An annual review of the bylaws shall be conducted.
3.12. Power to Appoint other Officers and Agents: The Executive Officers shall have the power to appoint other officers and agents as the BoD may deem necessary for transaction of the business of HYP including officer vacancies.
ARTICLE 4 - EXECUTIVE OFFICERS
4.1. President: The President shall be 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. He or she 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.
4.3. Treasurer: The Treasurer shall be responsible for the oversight and maintenance of the organization’s finances. 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 attend all BoD meetings and record BoD meeting minutes. He or she shall present minutes prior to the next month’s meeting. In the Executive Coordinator’s absence, the President may delegate the duty of taking minutes.
4.5. Absences of Executive Officers: In the event of an executive officer’s absence, the President may delegate the duties of that office to any existing BoD member.
4.7. Removal of an Executive Officer: Executive Officers are subject to a continual evaluation and may be consulted by the other Executive Officers and may be asked to step down if it is a unanimous decision by the remaining Executive Officers.
4.8. 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 member from the BoD.
ARTICLE 5 - NOMINATIONS, ELECTIONS AND APPOINTMENTS
5.1. Nomination of BoD: The executive officers shall request nominations from the BoD members for New Recruits prior to the April meeting. 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 of New Recruits: A final list of candidates shall be prepared by the executive officers to be presented at the April 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 February. Once nominated, the member shall accept or decline the nomination. Nominee must be a member in good standing.
5.4. Election of Officers: A final list of candidates for the elected positions, included in Article 4, shall be prepared by the President to be presented at the March 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. Any person not elected to a position may be re-nominated for a different position prior to the next round of voting. 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 vote of the BoD. Article 4 addresses the absence of the President at a BoD meeting.
6.2. Special Board 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 BoD 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 Board Meetings do not count against “member in good standing” status.
ARTICLE 7 - QUORUM / VOTES OF THE BOD
7.1. Quorum: Presence of the BoD representing an absolute majority (50% +1) of the BoD shall constitute a quorum at any meeting of the BoD.
7.2. Abstentions: Abstentions may not be used unless a legitimate conflict of interest exists. Abstentions do not count towards quorum.
7.3. Votes of the BoD: Upon the establishment of a quorum at a BoD meeting, a vote of an absolute majority of those present shall pass previously distributed subjects for voting, unless otherwise specified in the bylaws. For special votes done outside of a scheduled board meeting, (including those done electronically via email or other measure acceptable to the President), a vote of an absolute majority of the entire board shall pass fully distributed subjects, unless otherwise specified in the bylaws.
7.4. Vetoes by The President: The President may choose to veto the outcome of a vote for 1) an immediate discussion and revote at the current Board meeting or 2) 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.