The Harrisburg Young Professionals
A Pennsylvania Non Profit Corporation
ARTICLE I – INTRODUCTION
1.1 Definition of Bylaws. These Bylaws constitute the code of rules adopted by THE HARRISBURG YOUNG PROFESSIONALS (hereinafter referred to as “HYP”) for the regulation and management of its affairs.
1.2 Purposes and Powers. The mission of HYP is to serve as a catalyst for progress in making Harrisburg a more enjoyable and vibrant place to live, work and play, while developing and retaining future leaders.
1.3 HYP may have purposes and powers as may be stated in its Articles of Incorporation and such other powers necessarily incident thereto as are now or may be granted hereafter by law.
1.4 No part of net earnings of HYP shall inure to the benefit of any private member or individual, and it is provided further that no substantial part of its activities shall involve the carrying on of propaganda, or otherwise attempting to influence legislation.
ARTICLE II – MEMBERSHIP
2.1 Each member of HYP shall be an individual who shares the goals of HYP. Each member shall be encouraged to attend all HYP meetings, serve on a minimum of one committee within HYP and/or one organization outside of HYP which focuses on community service and/or development or charitable purposes. New members will also be encouraged to join an HYP committee and/or charitable organization within six (6) months.
2.2 Classes of Membership. Members of HYP may be organized into different classifications, each subject to additional obligations as determined by the Board of Directors (hereinafter referred to as the “Board” or “Board of Directors”).
2.3 A member in good standing is one who is current with regard to the following obligations of membership:
A. Placement: Each member shall comply with the provisions of paragraph 2.1 as hereinabove stated.
B. Attendance: Each member shall attend the Annual Meeting of the Members, their committee meetings and as many special meetings as possible.
C. Finance: Members are required to pay annual dues and other approved charges.
2.4 Voting. Each member in good standing shall be entitled to one vote in person, on each subject properly submitted for vote, at every meeting of the membership.
2.5 Age. There shall be no age limitation imposed as a requirement for membership in HYP.
2.6 Dues. The dues shall be determined by the Board on an annual basis.
2.7 Default in Payment of Dues. Any member in default in payment of dues may be suspended from all privileges of membership and shall be considered to be a member not in good standing, and if, after notice, the default is not cured within a period of thirty (30) days, the membership of that member may terminate upon majority vote of the Board.
2.8 Removal of Members. Any member may be removed from membership by a two-thirds (2/3) majority vote of the Board for conduct deemed prejudicial to HYP, provided that the member shall have first been served with written notice of the accusations and shall have been given an opportunity to produce witnesses, if any, and to be heard at the regularly scheduled Board meeting at which the vote is taken.
2.9 Resignation of Members. Any member may resign at any time by giving written notice to the President of HYP. The acceptance of such resignation shall not be necessary to make it effective. The resignation of any member shall be effective at the time specified within the written notice.
ARTICLE III – BOARD OF DIRECTORS
3.1 Purpose. The Board shall manage the business, property and affairs of HYP.
3.2 Classes of Board Membership. The Board shall be comprised of three classes of members:
(i) Directors: The regular members of the Board (hereinafter referred to as “Directors”) shall be the only class of board members entitled to vote.
(ii) Ex Officio: The ex officio members of the Board shall be the Chairpersons of the Committees, General Counsel, and Executive Director. Ex officio members shall not be entitled to vote unless also a Director. Ex officio members serve on the Board only while holding their respective positions within HYP.
(iii) Emeritus: The emeritus members of the Board shall be elected in the same manner as Directors, except that the term to which each is elected shall be specifically designated in number of years or for life. Emeritus members shall be elected in honor of their service to the Board and to HYP. Emeritus members shall not be entitled to vote.
3.3 Qualification of Directors. Each Director shall be a member in good standing of HYP and shall be age forty (40) or younger.
3.4 Number of Directors. The Board of HYP shall consist of a minimum of eleven (11) persons and a maximum of twenty-three (23) persons elected according to §6.1 of these Bylaws.
3.5 Term of Directors. Each Director elected shall be a member in good standing who shall hold office for a term of two (2) years, provided that nothing shall be construed to prevent the re-election of a Director. Each Director shall hold office for the term for which he or she is elected and until a successor is elected and qualified.
3.6 Removal of Directors. In addition to the reasons set forth in §2.7 as to members, a Director may be removed by a two-thirds (2/3) majority vote of the Board for failure to attend three (3) consecutive meetings or any four (4) meetings of the Board in one (1) calendar year.
3.7 Resignation of Director. Any Director may resign at any time by giving written notice to the President of HYP. The resignation of any Director shall take effect at the time specified within the written notice. The acceptance of the resignation shall not be necessary to make it effective.
3.8 Vacancies. Vacancies in the Board shall be filled by appointment made by recommendation of the Nominating Committee and approved by a majority vote of the remaining Directors.
3.9 Waiver of Notice. Whenever any notice is required to be given under the provision of the Non-Profit Corporation Law of 1972, as amended, the Articles of Incorporation, or these Bylaws, a waiver of such notice in writing and signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, shall be deemed equivalent to the giving of such notice. Notice required to be given under these Bylaws may also be effectively waived by the person entitled to such notice by attendance at such meeting other than for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
3.10 Action by Consent. Any action authorized by law, the Articles of Incorporation, or these Bylaws, may be taken without a meeting of the Board, if consent in writing, setting forth the action so taken, is signed by all Directors entitled to vote, and filed with the Secretary of HYP as minutes.
3.11 Power to Appoint Other Officers and Agents. The Board shall have the power to appoint other officers, agents, and authorized representatives as the Board may deem necessary for the transaction of the business of HYP.
3.12 Compensation. Members of the Board, including the Executive Committee, shall serve without compensation. Official expenses of the Board may be paid out of funds available for distribution.
3.13 Power to Appoint Executive Committee. The Executive Committee shall consist of the officers, including the General Counsel. The Executive Committee shall have and exercise the authority of the Board in the management of the business of HYP between meetings of the Board consistent with the policies established by the Board.
3.14 Robert’s Rules of Order. All meetings shall be governed by Robert’s Rules of Order. The General Counsel or any other person appointed by the President shall serve as Parliamentarian.
ARTICLE IV – OFFICERS
4.1 President. The President shall be selected by and from the Board. He or she shall be the Chief Executive Officer of HYP and shall preside over all meetings of the Board and of the members. He or she shall have general and active management of the business of HYP and shall see that all orders and resolutions of the Board are carried into effect. The President shall be an ex officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation and perform, in general, all duties incident to the office of President and such other duties as may be required by law, the Articles of Incorporation, or by these Bylaws, or which may be assigned by the Board.
4.2 Vice President. The Vice President shall be selected by and from the Board. The Vice President shall perform the duties and exercise the powers of the President during the absence or disability of the President. The Corporation shall have at least one (1) but no more than two (2) Vice Presidents serving simultaneously.
4.3 Secretary. The Secretary shall be selected by and from the Board. The Secretary should attend all meetings of the members and of the Board, and of the Executive Committee, and shall preserve in the books of HYP true minutes of the proceedings of all meetings. He or she shall safely keep in his or her custody the seal of HYP and shall have authority to affix it to all instruments where its use is required. He or she shall give all notices required by statute, bylaw or resolution and shall perform any other duties as may be delegated by the Board or by the Executive Committee. In the Secretary’s absence, the duty of minutes taking may be delegated by the President.
4.4 Treasurer. The Treasurer shall be selected by and from the Board. The Treasurer shall have custody of all corporate funds and securities and shall keep in the books belonging to HYP full and accurate accounts of all receipts and disbursements and shall deposit all moneys, securities and other valuable effects in the name of HYP in the depositaries designated for that purpose by the Board. He or she shall disburse the funds of HYP as may be ordered by the Board, taking proper vouchers for the disbursements, and shall render to the President, Finance Committee and Directors at the regular meetings of the Board, and whenever requested by them, an account of all Treasurer transactions and of the financial condition of HYP. If required by the Board, he or she shall deliver to the President of HYP, and shall keep in force, a bond in form, amount and with a surety or securities satisfactory to the Board, conditioned for faithful performance of the duties of the office, and for restoration to HYP in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in the possession or control of the Treasurer and belonging to HYP.
4.5 Term of Office. Officers shall hold office for the following calendar year and until their successors are elected and qualified.
4.6 Withdrawal, Removal, or Incapacity of Officers. In the event any Officer withdraws from, is removed from, or is incapacitated or otherwise unable to fulfill the duties of his or her office, the Nominating Committee shall convene a special meeting to fulfill the remaining term of such office.
ARTICLE V – EMPLOYEES
5.1 Executive Director. The Board of Directors has the power to employ and, in accordance with applicable law, to terminate the employment of an Executive Director. The Executive Director has the responsibility of managing the day-to-day affairs of the Corporation and administering the programs and policies of the Board of Directors. The Executive Director will report directly to the Board of Directors and will keep the Board of Directors fully informed of his or her activities. The Executive Director does not have any authority to act for or on behalf of the Corporation without the express authorization of the Board of Directors. Subject to budgetary constraints approved by the Board of Directors, the Executive Director may appoint and employ any professional and support staff or agents necessary to serve the Corporation. The compensation of the Executive Director shall be determined by a majority vote of the Board of Directors.
5.2 Employees. Subject to budgetary constraints and pre-approval by the Board of Directors, the Executive Director may employ such agents and employees as the needs of the Corporation may require. The Executive Director shall be responsible for the day-to-day supervision of any such agents and employees. The Board of Directors shall fix the compensation of such agents or employees by majority vote.
ARTICLE VI – ELECTIONS AND APPOINTMENTS
6.1 Election of Officers and Directors. A slate of nominees for the elected positions, including Officers and Directors, shall be prepared by the Nominating Committee, approved by a majority vote of the Board and presented to the membership at the Annual Meeting. Before presentation to the membership at the Annual Meeting, the Nominating Committee shall submit notice of the slate of nominees to the Board at least thirty (30) days prior to voting upon the same at a regularly scheduled or special Board meeting. In the event the Board does not approve the slate of nominees submitted by a majority vote, the Nominating Committee shall convene a special meeting to prepare another slate of nominees for re-submission to the Board. The consent of any nominee must be obtained before his/her name is placed in nomination.
6.2 Appointments. The President shall appoint the General Counsel, who shall serve as a non-voting Board member. The President shall also appoint a Nominating Committee consisting of no more than seven (7) advisory and current Board members who shall serve in such capacity for the length of their respective term as members of the Board. The Nominating Committee shall recommend, for appointment by the President, the Chairpersons of all Committees. The President shall also appoint, for the year subsequent to his/her term, the Chairpersons of any existing Ad Hoc Committee and/or Task Force and the liaisons to any community project funded by HYP.
ARTICLE VII – MEMBERSHIP ANNUAL MEETINGS
7.1 Place of Meeting. Any or all meetings of the members and of the Board of HYP shall be held within the City of Harrisburg, Pennsylvania.
7.2 Annual Meeting of Members. Within the month of January, as determined by the Board, the Annual Meeting of members shall be held.
7.3 Purpose of Annual Meeting. The purpose of the Annual Meeting of the members shall be to present Directors and Officers and fill vacancies on the Board and to transact other business which may properly come before the general membership.
7.4 Notice of Annual Meeting of Members. At least fifteen (15) days prior to the date fixed by §7.2 of this article for the holding of the Annual Meeting of members, written notice of the time and place of the meeting and slate of Directors and Officers shall be mailed or emailed to each member and posted on the HYP website. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his or her address as it appears on membership records. If emailed, such notice shall be deemed to be delivered when sent to the member at his or her email address as it appears on membership records.
7.5 Delayed Annual Meeting. If, for any reason, the Annual Meeting of the membership is not held on the day designated, the meeting may be called and held as a Special Meeting, and the proceedings may be there as at an Annual Meeting, provided that the notice of meeting shall be not less than seven (7) days. This Special Meeting must be held prior to March 1st.
ARTICLE VIII – SPECIAL MEETINGS
8.1 Special Meeting of Members. A Special Meeting of the members may be called at any time by the President or by a majority of the Board. The method by which the meeting may be called is as follows:
(i) Upon receipt of written specification setting forth the date and objectives of the proposed special meeting, signed by the President or by a majority of the Board, the Secretary shall prepare, sign and mail a notice requisite to the meeting.
(ii) The notice may be signed by the stamped, typewritten or printed signature of the Secretary.
8.2 Notice of Special Meeting of Members. At least five (5) days prior to the date fixed for the holding of any Special Meeting of members, written notice of the time, place and purposes of the meeting shall be mailed or emailed to each member and posted on the HYP website. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his or her address as it appears on membership records. If emailed, such notice shall be deemed to be delivered when sent to the member at his or her email address as it appears on membership records. Business not mentioned in the notice shall not be transacted at the meeting.
ARTICLE IX – QUORUM
9.1 Quorum of Members. Presence in person of members representing a majority of the voting rights of HYP shall constitute a quorum at any meeting of members.
9.2 Quorum of Directors. Presence in person of Directors representing a majority of the Board shall constitute a quorum at any meeting of the Board.
ARTICLE X – COMMITTEES
10.1 Committees. There shall be ten (10) Standing Committees: Social, Outreach, Economic Development, Membership, Marketing/PR, Nominating, City Living, Finance, Arts & International, and Sports League. Each Committee shall have a Chairperson, who is a member in good standing of HYP. The Chairperson will be appointed by the President and approved by a majority vote of the Board. The Board may appoint Ad Hoc Committees as becomes necessary to conduct the business of HYP, and shall determine their term, functions and powers. Each Committee shall submit an annual budget for approval by the Board prior to December 31 of the preceding year. Committees may organize in any manner they decree proper and best for the purpose of carrying out the duties imposed upon them by the Board of Directors. They may hold meetings at such times and places as they desire, provided written notice of all meetings is sent to committee members at least five (5) days prior to the date of the scheduled meeting. Each committee has and may exercise the powers and authority and shall perform the duties delegated to it by the Board of Directors.
10.2 Social Committee. The purpose of the Social Committee shall be to arrange social events for HYP in the City of Harrisburg.
10.3 Outreach Committee. The purpose of the Outreach Committee shall be to provide educational programming related to the mission of HYP and further HYP’s mission through charitable programs and events.
10.4 Economic Development Committee. The purpose of the Economic Development Committee shall be to promote business development in the City of Harrisburg.
10.5 Nominating Committee. The purpose of the Nominating Committee shall be to interview and recommend candidates to fill vacancies on the Board and of Officer positions. The members of this Committee shall be appointed by the President and approved by the majority vote of Board. The Committee shall include the immediate past-President unless it is determined by a majority vote of the Board that the immediate past-President is unfit to serve on the Nominating Committee. The Committee shall meet annually and as vacancies occur. All deliberations of this Committee will be conducted in the strictest of confidence.
10.6 Finance Committee. The purpose of the Finance Committee shall be to develop a budget for HYP and review and audit the financial activities of HYP, each Committee, and the Treasurer. The Committee shall be appointed by the President and approved by the Board and shall not exceed six (6) members. The Treasurer shall be an ex-officio member of this Committee.
10.7 City Living Committee. The purpose of the City Living Committee shall be to promote residential living in the City of Harrisburg and advocate on behalf of City residents.
10.8 Membership Committee. The purpose of the Membership Committee shall be to develop and maintain the membership of HYP.
10.9 Marketing/PR Committee. The purpose of the Marketing/PR Committee shall be to develop all HYP marketing and public relations strategies and coordinate all activities related thereto which are not otherwise within the purview of any other Committee established under this Article.
10.10 Arts & International Committee. The purpose of the Arts & International Committee shall be to develop and coordinate programming and events promoting domestic and international arts and culture.
10.11 Sports League Committee. The purpose of the Sports League Committee shall be to develop and operate a four-season program of co-ed adult recreational sports leagues.
ARTICLE XI – CONFLICT OF INTEREST
11.1 Conflict of Interest. No Director or Officer shall maintain substantial personal or business interests which conflict with those of the Corporation. Each Director and Officer shall execute a statement in January of each year setting forth any possible conflicts of interest or stating that no such conflicts exist.
11.2 Any Director or Officer acting on behalf of the Corporation or in furtherance of its interests in dealing with others shall clearly indicate his/her relationship to the Corporation.
11.3 In addition, any Director, Officer, employee, agent, or authorized representative having an interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification shall give prompt, full, and frank disclosure of his or her interest to the Board or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contract or transaction. Such person may not be counted in determining the existence of a quorum for purposes of a vote on the contract or transaction involving the conflict of interest. Such person may be counted in determining the existence for a quorum for any other business conducted at the meeting other than the business relating to the conflict of interest, and for voting purposes for any other matter not involving the conflict of interest. The minutes of the meeting shall reflect the disclosure made, the vote thereon, and, where applicable, the abstention from voting and participation, and whether a quorum was present.
ARTICLE XII – PERSONAL LIABILITY OF DIRECTORS AND INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES & AGENTS
12.1 A Director shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless:
A. The Director has breached or failed to perform the duties of his/her office under Section 8363 of the Directors’ Liability Act, 1986, November 28, P.L. 1458, No.145, Section 1 as enacted or as thereafter amended.
B. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
12.2 The provisions of §12.1 of this Article shall not apply to:
A. The responsibility or liability of a Director pursuant to any criminal statute.
B. The liability of a Director for the payment of taxes pursuant to local, state or federal law.
12.3 HYP shall indemnify any Director or Officer of the Corporation and may indemnify any other employee, agent, or authorized representative, who was or is a party to (which shall include for purposes of this Article the giving of testimony or similar involvement), or is threatened to be made a party to, or who is called as a witness in connection with, any threatened, pending or completed action, suit, appeal, or proceeding, whether civil or criminal, administrative or investigative, formal or informal, including an action brought by or in the right of HYP, by reason of the fact that said person is or was a Director, Officer, employee, agent, or authorized representative of HYP to the fullest extent permitted by law, or is or was serving at the request of HYP as a Director, Officer, employee, agent, or authorized representative of another company, partnership, joint venture, trust or other enterprise against expenses including attorneys’ fees and disbursement, judgments, damages, punitive damages, penalties, fines and amounts paid in settlement actually and reasonably incurred by said person in connection with such action, suit, appeal, or proceeding unless the act or failure to act giving right to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct, or recklessness, or if said person failed to act in good faith or in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation. If a Director, Officer, employee, agent, or authorized representative is not entitled to indemnification in respect of a portion of any liabilities to which such person may be subject, the Corporation shall nonetheless indemnify such person to the maximum extent of the remaining portion of the liabilities.
12.4 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which persons seeking indemnification or advancement of expenses may be entitled under any bylaws, agreement, contract, vote of Members or disinterested Directors or pursuant to the direction, howsoever embodied, of any court of competent jurisdiction or otherwise, both as to action in said person’s official capacity and as to action in another capacity while holding such office. It is the policy of HYP that indemnification of, and advancement of expenses to, Directors and Officers of HYP shall be made to the fullest extent permitted by law.
12.5 HYP shall pay expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by an Officer or Director, and may pay expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by any other employee, agent, or authorized representative, in defending a civil or criminal action, suit, appeal, or proceeding in advance of the final disposition of such action, suit, appeal, or proceeding upon receipt of any undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that said person is not entitled to be indemnified by HYP. The financial ability of an indemnified representative to repay an advance shall not be a prerequisite to the making of such an advance.
12.6 The indemnification and advance of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, Officer, employee, agent, or authorized representative, and shall inure to the benefit of the heirs, executors, and administrators of such person.
12.7 A contract shall exist between HYP and its officers and Directors with respect to indemnification and advancement of expenses as provided by this Article and as otherwise provided by applicable law.
12.8 The repeal of this Article or any amendment hereof which may impair or otherwise diminish the protection afforded hereby to the persons described herein shall be effective only with respect to acts or omissions by such persons which occur after the effective date of such repeal or amendment and shall have no effect whatsoever with respect to acts or omissions occurring prior to such effective date.
ARTICLE XIII – AMENDMENT OF BYLAWS
13.1 Amendments, How Effected. These Bylaws may be amended, altered, added to or repealed, and new Bylaws may be adopted, by the affirmative vote of a two-thirds (2/3) majority of the Board, if the amendment, alteration, addition or repeal is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting; provided:
(i) that any bylaws made by the affirmative vote of a majority of the Board as provided herein may be amended, altered, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members;
(ii) that no change of the date for the annual meeting of members shall be made within seven (7) days before the day on which the meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all members entitled to vote at the annual meeting; and
(iii) that the Board shall not make or alter any bylaw or bylaws fixing the qualifications, classifications, or term of office of any member of members of the then-existing Board.