2015 AMENDED BYLAWS
HELENA YOUNG PROFESSIONALS (HYP)
EFFECT AND DATE OF AMENDMENT TO BYLAWS
A. Validity of Amendment to Bylaws
As of the effective date of these amended bylaws, indicated from the signature of the sitting Secretary/Treasurer of Helena Young Professionals (hereinafter the “corporation”) at the conclusion of this document, ratifying that all necessary and proper events for full, final, and proper adoption of these amended bylaws has occurred, these AMENDED BYLAWS provide the provisions for regulating and managing the affairs of the corporation, consistent with applicable law and the Articles of Incorporation.
CORPORATION AND PURPOSE
The name of the corporation persists, as filed with the Secretary of State in the Articles of Incorporation, as “Helena Young Professionals (HYP)”. The name “Helena Young Professionals” or the acronym “HYP” are also suitable names when conducting business for the corporation.
The purposes for which the corporation is formed are set forth in the Articles of Incorporation. In addition, the corporation is a membership group dedicated to promoting civic, professional, and social development for Helena's young professionals. HYP is organized exclusively for pleasure, recreation, and other similar not-for-profit purposes. Charitable and civic activities will be performed by the organization, but only if those activities promote social fellowship.
C. Location of Conduct of Business
The corporation will not have a designated principal office, other than as required to nominate a registered agent, as determined by the executive board. The corporation will conduct its business principally in Helena, Montana.
The organization should be primarily funded by membership fees, dues, and assessments. All operations and financing must comply with requirements for maintaining tax exempt status as a 501(c)(7) social club under the Internal Revenue Code, or the corresponding section of any applicable future state or federal tax code.
Any member of the Helena area community at least 21 years of age who supports the purpose statement in Article II, Section B, and who is actively engaged or employed in a profession, actively seeking work or employment in a profession, or currently enrolled in a program to develop professional skills (such as enrollment in college, post-grad education, or vocational training, participation in an apprenticeship or mentorship program, etc.), is eligible to seek voting membership. Voting membership is granted after manifestation of agreement to become a member, payment of annual dues, and recognition as a member by the executive board. If the executive board does not recognize a member, that person is entitled to a full refund of dues paid in the process of seeking that membership. In rare and exceptional circumstances the executive board may award a membership, of any class, term, right, and privilege (other than membership of the executive board), to any person based on unanimous consent of a quorum of that executive board, provided that person is and remains eligible for membership according to the provisions of this paragraph.
B. Rights to Information about Membership
Members, as well as the public, have the right to know the names of all current members, of every class of membership. The corporation, through the executive board, reserves the right to keep confidential any and all other personal and contact information of the members, for use only for corporate business.
The amount required for annual dues for a voting membership are $30 per member each year unless changed by a majority vote of a quorum of the voting members at meeting of the members. Upon unanimous consent of a quorum of the executive board, membership may be offered for a reduced rate in conjunction with an event, or as the executive board may otherwise determine.
D. Annual and Special Members Meetings
The executive board must provide reasonable notice prior to the occurrence of any members meeting. Regular or special events organized or conducted for the benefit of the membership are not considered membership meetings, unless explicitly stated so pursuant to the notice provisions of these bylaws. Membership meetings are of two forms, annual membership meetings and special membership meetings.
Annual Members Meetings: The voting members convene once per calendar year for an annual meeting, at a date, time, and location determined by the executive board. Annual meeting business includes election of members of the executive board of the corporation for the next year, any proposed amendments to the bylaws, reporting of activities of the corporation, discussion of direction of the corporation in the next year, and other business as determined by the executive board.
Special Membership Meetings: The executive board, by a simple majority of a quorum at an executive board meeting, may call a special meeting of the members. A written petition signed by at least ten percent of the voting members may also call a special meeting. Once called, the executive board must determine a date, time, and location, within a reasonable time frame, to conduct the special members meeting. Special meeting business is restricted to items set forth by the executive board and the petition calling the meeting.
E. Quorum at Membership Meetings and Voting Process
The voting members present at any annual or special meeting constitute a quorum. Voting may occur by any means which is reasonable, but shall maintain the anonymity of individual votes whenever possible.
F. Resignation from Membership
A member may resign membership at any time by written notification to any board member. A member who resigns forfeits any right to membership dues which have been paid for that membership, all rights and privileges associated with membership, and remains liable for any amounts owed to the corporation other than as set forth herein.
G. Termination of Membership
Non-payment of membership dues may result in suspension or termination of membership without notice, as determined by a simple majority of a quorum of the executive board at an executive board meeting. The executive board may also terminate or suspend the membership of any member, for any reason, by a unanimous vote of a quorum at an executive board meeting. The members may also terminate the membership of a member by a two-thirds majority of a quorum, as determined at an annual or special meeting of the members. A member whose membership is terminated, other than for non-payment of dues, by the executive board or the membership, is entitled to a pro-rated refund of one-twelfth of the remaining annual membership dues paid for that membership for every month for which that terminated member will no longer be a member. Any member whose membership is terminated forfeits all rights and privileges associated with membership, and remains liable for any amounts owed to the corporation other than as set forth herein.
EXECUTIVE BOARD OF DIRECTORS
A. Board Governance
The corporation is governed by directors serving on an executive board. board consists of each and all of the officers of the corporation.
B. Executive Board Offices
Except as set forth in Article IV, Section K, below, this section sets forth the election to, and the rights and obligations of offices of, the executive board. Offices on the executive board for an upcoming year, and the powers, duties, rights, and responsibilities of each, may be determined in advance by the members of the sitting executive board. In all cases, the executive board will nominate one office whose officer will serve as president and chief executive officer of the corporation; that office may have any title or designation. A sitting executive board must provide notice of open offices for the upcoming year, and allow nominations for those offices, no less than two weeks prior to an annual membership meeting. Any voting member may be nominated by any voting member, and voting members may nominate themselves as candidates for office. Successful self-nomination by a voting member is sufficient to place that person’s name on the ballot for an office. In exceptional circumstances, a sitting executive board may create or terminate executive offices, and fill offices as may be necessary, throughout the year by a unanimous vote of a quorum. The membership may also create or terminate executive offices by a two-thirds majority of a quorum, and fill those offices, as determined at an annual or special meeting of the membership.
The term of an executive board office commences at the time of inauguration of officers during the first regular executive board meeting after an annual meeting of the membership, and concludes at the time of inauguration of officers at the first regular executive board meeting after the next annual meeting of the membership.
C. Executive Board Officer Election, Inauguration, and Service
Any regular voting member, who is current on their dues, is eligible to run for an open office on the executive board. Officers are elected in to executive board offices by a simple majority of a quorum of the membership at an annual meeting. An officer’s term of service in office commences upon inauguration at the first annual meeting of the executive board after the annual meeting in which that officer was elected, and concludes upon the expiration of that office, as set forth pursuant to the provisions of Article IV, Section B.
D. Executive Board Office Service
An executive board officer has all of the powers, duties, rights, and responsibilities of that officer’s office. Any executive board officer has the authority to act as an agent of the corporation.
E. Executive Board Meetings
The executive board has regular meetings at times and places determined by the members of the executive board, provided that reasonable advance notice is given to other members of the executive board, that notice also being available to the membership upon request. In extraordinary circumstances the executive board may conduct its business electronically, or other means which accomplish the business of the executive board. Any member may attend executive board meetings. Any member attending an executive board meeting may address the executive board upon questioning from any executive board officer, or at a duly designated point in an executive board meeting, upon prior request to an executive board officer.
F. Executive Board Quorum and Voting
The executive board officers present at any executive board meeting constitute a quorum. If two or more executive board members convene or are present, but no advance notice that corporate business would be considered has been given, it is not considered an executive board meeting. If executive board business is conducted through means other than in-person voting, a quorum consists of all current officers able to participate in corporate business. Voting may occur by any means which are reasonable.
An executive board officer may resign that office at any time by written notification to the other members of the executive board. Resignation from office has no automatic effect on the resigning officer’s status as a member.
Any officer may be removed regardless of the existence of cause by the affirmative vote of a two-thirds majority of the executive board officers sitting in office, other than the officer whose termination is being considered. The members may also terminate the service of an officer by a simple majority, at a special meeting of the members. Any officer whose membership is terminated is also automatically terminated from office. Any officer whose service is terminated forfeits all rights and privileges associated with that office, and remains liable for any amounts owed to the corporation other than as set forth herein.
Executive Board Vacancies
Vacancies in an executive board office occurring during the term of an office may be filled, for the remaining term of that office or until a special members meeting is held to fill that vacancy, by unanimous consent of the directors.
In emergency or exigent circumstances, the executive board may take any steps necessary to ensure ongoing operations of the corporation.
K. Special Offices
Unless a sitting executive board determines otherwise, and properly memorializes so in writing, the executive board has certain special offices, as follows:
a. The President’s duties are to ensure business is conducted in a manner that maintains compliance with the purpose of the organization and the priorities of the membership; while improving the quality and operations of the corporation and its functions.
b. The President ensures that the executive board is appropriately aware of issues and concerns facing the organization, and has the opportunity to weigh in on these matters.
c. The President chairs the planning for an articulation of a vision for the corporation.
d. The President schedules, develops agendas for, and chairs, meetings for the executive board, and ensures minutes are recorded for those meetings.
e. The President is responsible for maintaining formal and informal communications with all members of the executive board and ensuring individuals have the appropriate resources and support necessary to be successful in their roles and responsibilities. This includes fostering and maintaining positive working relationships, ensuring open communication and questioning, following up with executive board members about current and upcoming responsibilities or tasks, and being willing to step into whatever non-primary support role needed to ensure operational success.
f. The President serves the corporation additionally as a formal and informal representative, and is expected to conduct themselves in a manner that would reflect well on its membership.
2. Vice President
a. In the event the President is unable or unwilling to fulfill the duties of President, the Vice President assumes the role of President, in addition to the Vice President’s other duties.
b. The Vice President partners with the President to ensure business is conducted in a manner that maintains compliance with the purpose of the corporation and the priorities of the membership; while improving the quality and operations of the corporation and its functions.
c. The Vice President is responsible for helping to develop and drive the vision of the corporation and aid the President in a myriad of ways to ensure the communication and activities occurring are being done so with an eye to efficiency and creativity.
d. The Vice President takes lead, upon direction of the President, on various projects or initiatives developed throughout an executive board term year. The President and Vice President are jointly responsible for ensuring appropriate assessment, progress, and completion of these initiatives; while reporting out to the executive board on these matters.
e. The Vice President serves the corporation additionally as a formal and informal representative, and is expected to conduct themselves in a manner that would reflect well on its membership.
f. The Vice President keeps records of the existing membership and members’ contact information, and reports that information to the executive board.
3. Event Chairs (at least one)
a. Each Event Chairs’ duties include, but are not limited to, working with other Event Chairs and other members of the executive committee to organize and facilitate events that promote professional development, networking opportunities or community volunteerism. Each Event Chair is responsible for organizing two to three events throughout the year, as well as HYP Networking Luncheons, as assigned by a majority of the quorum of the full executive board. Event Chairs are responsible for progressive, timely, and specific steps to ensure the success of that Event Chair’s assigned events, and for reporting back to the Board any questions, concerns or support which is needed.
b. Each Event Chair is responsible for proper contracting, planning, setup, and other arrangements for events for which each Event Chair may be assigned.
4. Public Relations Chair
a. The Public Relations Chair’s duties include, but are not limited to, managing strategic communications between the executive board, its members, and the public. The Public Relations Chair works directly with Event Chairs to publicize upcoming events and activities of the board through multiple means of communication, such as email, social media, and the website. Furthermore, the Public Relations Chair oversees and maintains an effective communications strategy to engage members and the public in the organization, and to help build membership.
b. In the event the President, and Vice President, are both unable or unwilling to fulfill the duties of President, the Public Relations Chair assumes the role of President, in addition to the Public Relations Chair’s other duties.
a. The Secretary’s duties include, but are not limited to, taking proper minutes and other notations of meetings of the executive board or the membership; seeing that those noted minutes are available for future use for the business of the corporation; maintaining (including checking upon and making proper responses to) any electronic mail, cloud-based, or similar systems for communications to the executive board, the membership, or other stakeholders; and maintaining any electronic or other systems which allow the executive board to archive and utilize documentary resources such as forms, templates, minutes, agendas, promotional materials, corporate and tax documents and forms, press documents, and legal documents.
a. The Treasurer’s duties include, but are not limited to, overseeing the financial assets of the corporation, ensuring income and assets are protected and adequately accounted for, that the corporation’s financial obligations are paid in a timely fashion, the executive board receive regular reporting regarding the financial health of the corporation, and that all necessary filings are made in a timely fashion to preserve the corporation’s non-profit status and tax- exempt status.
b. The office of the Treasurer has equal stature, rights, and obligations as any other executive board office. The Treasurer is not elected from the membership, but takes office upon election by a simple majority of a quorum of a sitting executive board.
FUTURE AMENDMENTS TO THE BYLAWS
The membership may make any changes to these AMENDED BYLAWS by a two- thirds majority of a quorum of members at an annual or special membership meeting.
CERTIFICATION OF BYLAWS
I, Mark Lancaster, sitting Secretary/Treasurer of the Helena Young Professionals do hereby certify that the foregoing bylaws, under the caption Amended Bylaws of Helena Young Professionals, are the bylaws of the corporation, duly and properly adopted at the annual meeting of the members of the corporation, held on the 15th day of December, 2015.
Dated this day of _______December, 2015.
HELENA YOUNG PROFESSIONALS
By: Mark Lancaster