Last updated on February 6th, 2022

Huntsville Young Professionals, Inc. promotes an environment that attracts and retains young professionals in the Greater Huntsville area of 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 along with our Articles of Incorporation 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 the Greater Huntsville area of 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 structured as a 501(c)(4)*, 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 who attend HYP events. 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 represent those of the BoD or HYP.

2.4. Liability: Participants accept personal liability and risk for any injuries, damages, or losses for attending or participating in HYP events. HYP is not responsible or liable for any injuries, damages, or losses caused by participants

ARTICLE 3 -

THE BOARD OF DIRECTORS

3.1. Purpose: The BoD will manage the business, property, and affairs of HYP.

3.2. Qualification requirements of BoD Members: Each BoD member is a YP who resides in the greater Huntsville area who has been voted and confirmed by majority vote by the BoD. Further information regarding nominations and elections of BoD members is addressed in Articles 5.1, 5.2, 5.3, and 5.4.

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 for being a member of the BoD. If a BoD member ages out of the YP definition during their term, they may complete their full board term. If the BoD member wishes to remain on the BoD, the President can call a vote on that BoD member serving additional terms.

3.5. New Recruits: New Recruits are applicants who are invited by an Executive Officer to participate on the BoD as non-BoD members (herein referred to as New Recruits). New Recruits will be placed on probation for up to 90 calendar days during which the removal of a New Recruit may occur. See section 3.7 for probation definition. If a vote on a new recruit is not called within 90 calendar days, the new recruit automatically becomes a full BoD member.

3.6. Attendance Requirements: BoD members must meet the attendance requirements listed below (3.6.1 - 3.6.4). Special situations (pandemics, family emergencies, work assignments, etc.) regarding attendance will be evaluated on a case-by-case basis by the Executive Officers. Special situations should be communicated to the Executive Board as soon as possible.

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 up to 45 calendar days. Board meetings, special topic meetings, and team building exercises do not count for event credit. The President can waive event attendance required for the following month at the monthly board meeting. (i.e. December’s attendance can be waived at the November board meeting.) Special situations (pandemics, family emergencies, work assignments, etc.) regarding event attendance will be evaluated on a case-by-case basis by the Executive Officers.

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 (Article 6.2)

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 a probationary period (Article 3.5 and 3.6), a vote by the BoD will be held, which will result in the removal or reinstatement of the individual on probation. During probation, the New Recruit is considered a non-BoD member.

3.8. Removal of BoD Members and New Recruits: At any time, any BoD member or New Recruit (Article 3.5), regardless of status, may be removed by a two-thirds (2/3) majority vote of voting BoD members.

3.9. Power to Amend Bylaws: The BoD shall have the power to make and/or amend any bylaws. Proposed changes to the 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 will ensure the external facing components of HYP (e.g. website, email, Facebook, Instagram, etc.) are up to date. The Vice President will monitor the health of the board, including major fundraising activities. 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). The Vice President may be assigned special projects or other duties as necessary.

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 will organize and attend at least one annual storage locker inventory day each calendar year. The Executive Financial Officer may be assigned special projects or other duties as necessary.

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 three (3) days before the meeting. The Executive Coordinator will record BoD meeting minutes. The Executive Coordinator will provide minutes to the BoD within three (3) days of the previous BoD meeting. The Executive Coordinator will direct BoD members to track their attendance and provide BoD member status. The Executive Coordinator may be assigned special projects or other duties as necessary.

4.5. Marketing Coordinator: The Marketing Coordinator will develop and execute the external facing components of HYP as directed by the BoD (e.g. website, email, Facebook, Instagram, etc.). The Marketing Coordinator may be assigned special projects or other duties as necessary.

4.6. 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.

4.7. 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 other Executive Officers will approach the Executive Officer in question with their concerns prior to their removal decision.

4.8. 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.

4.9. 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. Within 90 calendar days, appointee will be voted on by BoD to fill the Executive Officer vacancy for the remainder of the calendar year.

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 of New Recruits: A final list of applicants will be prepared by the Executive Officers and presented at the March BoD meeting. Selected applicants will be interviewed by BoD members between the March and April BoD meetings.

5.3. Election of New Recruits: Voting on the nominations will occur at the April BoD meeting to determine which applicants to invite as New Recruits. The New Recruits will be notified within three (3) days of their selection and invited to attend the May BoD meeting. New Recruits must respond before April 30th.

5.4. Disqualification of Applicants: Any applicant who has a criminal history can be disqualified from nomination to the board on a case-by-case basis as determined by the Executive Board. Any applicant, new recruit, or BoD member who misrepresents their personal, professional, or criminal history may be disqualified from nomination to the board or removed from the board by a two-thirds (2/3) majority vote of voting BoD members.

5.5. Nomination of Executive Officers: Prior to the March BoD meeting, 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 at a time. An Executive Officer nominee cannot be on probation (Article 3.7).

5.6. Election of Executive Officers: A final list of Executive Officer nominees (Article 4) will be prepared by the President and presented at the March BoD meeting. Each voting 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, Executive Coordinator, and then, Marketing 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. A nominee does get a vote on their own election and can vote for themselves.

5.7. 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-thirds (2/3) majority vote of the BoD. The appointed individual will be on probation for up to 45 calendar days and will complete the HYP calendar year.

5.8. 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 7.2). 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. Business not mentioned in the notice shall not be transacted at the meeting. Special topic meetings and team building exercises do not count for meeting credit (Article 3.6.2).

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 of Executive Officers. Only one veto per vote may occur. Any change to the language of a vetoed vote creates a new vote and can be vetoed again.

DEFINITIONS AND OTHER COMMENTS

• * Article 1.3 - Currently in the process of trying to convert to 501(c)(3) status

• “Days” refers to working days (typical M-F schedule) unless otherwise specified (i.e. specifically calls-out “calendar days”)

• ** Article 5.6 – Runoff election is a voting system used to elect a single winner, whereby only two candidates from the first round continue to the second round, where one candidate will win