BYLAWS

PRESCOTT AREA YOUNG PROFESSIONALS

PRESCOTT, ARIZONA

1/5/2018 

ARTICLE I –  NAME AND PURPOSE

Section 1           Name

Prescott Area Young Professionals (PAYP) will be the name of this organization. It shall be incorporated under the laws of the State of Arizona.

Section 2           Purpose

The organization is incorporated solely for charitable purposes. The purpose of the organization is:

  1. Connect – with monthly social and business mixers (PAYP After 5). Maintain a membership list.
  2. Educate – with quarterly educational events (PAYP Lunch & Learn). PAYP will also promote community educational events.
  3. Impact – with volunteer and service projects (PAYP Volunteer Events), including an annual community fundraising event such as Party in the Pines.

Section 3           Non-Discrimination Policy

PAYP recruits members, volunteers and board members, without discrimination on the basis of gender, sexual orientation, disability, ethnic identity, religion or creed.

ARTICLE II – MEMBERSHIP

PAYP will be made up of:

  1. PAYP Executive Board: President, Vice President, Treasurer, and Secretary
  2. PAYP Core Team: PAYP Executive Board, Social Chair(s), Educational Chair(s), Membership Chair(s), Service Chair(s), Marketing Chair(s), Chamber Liaison, Advisory Committee Chair(s)
  3. PAYP Membership Base

ARTICLE III – EXECUTIVE BOARD & CORE TEAM

Section 1           Powers and Duties of the PAYP Executive Board

The PAYP Executive Board shall manage the business, property and affairs of the organization, and may exercise and delegate any and all of the powers of the organization as it sees fit, subject only to restrictions imposed by statute, the organization Articles of Incorporation, and these Bylaws. The PAYP Executive Board shall establish corporate and administrative policies; authorize operational goals and objectives; emphasize overall corporate planning; authorize agreements and contracts; adopt the budget; approve committee appointments; provide for the maintenance of headquarters; employ, direct and discharge executive personnel; authorize meetings; review committee reports; and determine action to be taken. Board members shall actively participate in community outreach, gift solicitation, and event and campaign planning.

Section 2           PAYP Core Team

The PAYP Core Team shall have no fewer than 5 members. The board receives no compensation other than reasonable expenses.

Section 3           Term

PAYP Executive Board members shall be elected to two-year terms and are eligible for election until the age of 41. Executive Board members may be re-nominated for service on the board for consecutive terms. Consecutive terms served must be approved and accepted by the majority of the Core Team. Lifetime service to the organization is limited to ten years.

PAYP Core Team members shall be elected to one-year terms and are eligible for election until the age of 41. Chairs may be re-nominated for service on the board for another consecutive term. Consecutive terms served must be approved and accepted by the majority of the Executive Board. Lifetime service to the organization is limited to ten years.

Section 4           Elections

The Nominating Committee will nominate one person for each of the available seats (PAYP Executive Board or PAYP Core Team) to be filled by November of each year.  New positions shall be elected by a majority of PAYP Core Team members present at such a meeting, provided there is a quorum present. Members so elected shall serve a term beginning on the first day of the next fiscal year.

Section 5           Quorum

A quorum will consist of a simple majority (51%) of the PAYP Executive Board.  A quorum of the PAYP Executive Board must be present to conduct business. 4 votes will be needed to pass any vote by the Core Team. If the quorum consists of 4 or 5 members, a majority of the votes cast are needed for a vote.

Section 6           Meetings

Regular meetings of the PAYP Core Team shall be held as determined by the Core Team.  Special meetings of the PAYP Core Team may be held at any time upon twenty-four (24) hour notice, oral or written, by the President, Vice-President, Secretary, Treasurer, or by three other members of the PAYP Core Team.

Section 7           Notice of Meetings

Written notice stating the place, date and hour of any regular meeting of the PAYP Executive Board shall be delivered personally, electronically, or by mail to each Core Team member with a minimum of ten (10) days notice.

Section 8           Resignations, Termination and Absences

Resignation from the PAYP Core Team must be in writing and received by the President or the Secretary. PAYP Core Team Members may be excused from attendance upon notification to the President or Secretary prior to the scheduled meeting. PAYP Core Team members shall be terminated from the board due to excess absences, more than three consecutive absences from PAYP Core Team meetings in a year. A PAYP Core Team member may be removed for other reasons by a three-fourths vote of the Executive Board.

Section 9           Vacancies

Vacancies occurring on the PAYP Core Team may be filled at any time by the PAYP Nomination Committee with approval of 4 votes from the PAYP Core team. As soon as one candidate has 4 votes the candidate is elected. If the quorum consists of 4 or 5 members, a majority of the votes cast are needed for election. The appointment will be for the unexpired term of the position. Fulfillment of appointed partial terms shall not count toward a director’s term; appointed directors may serve additional full terms subject to term limitations addressed in Section 3.

In the event a vacancy occurs in any PAYP Executive Board position, it shall be filled in the following manner until the next annual election:

  1. President – The Vice-President shall assume the office.
  2. In case of vacancy in the office of both President and Vice-President, the duties of the Office of President shall be performed by the Secretary, until replacements are elected by the Board.
  3. The PAYP Nomination Committee shall work with the remaining PAYP Executive Board to elect replacements for all other vacancies.

Section 10          Duties and Responsibilities of PAYP Executive Board

The Officers shall possess such powers and perform such duties as shall be determined by the PAYP Executive Board.

  1. The President of the Board shall:
      • Preside at all meetings of the membership and all meetings of the PAYP Executive Board and the PAYP Core Team;
      • Perform other duties customary to the Office of President, or as directed by the PAYP Executive Board; and
      • Be an ex officio non-voting member of all committees.
  1. The Vice-President of the Board shall:
      • Perform such duties as the President and/or the PAYP Executive Board may determine;
      • In the absence of the President, shall perform the duties of the President; and
      • Serve as Chair of the Visionary Award Committee and an ex officio member of the nominating committee.
  1. The Past President of the Board shall:
      • Perform such duties as the President and/or the PAYP Executive Board may determine;
  1. The Secretary shall:
      • Oversee notice and maintenance of the minutes of the meetings the PAYP Executive Board, and the Executive Committee; and
      • Perform other duties customary to the Office of the Secretary, and as may be required by the PAYP Executive Board or the President of the Board.
  1. The Treasurer shall:
      • Be the custodian of the corporate funds of PAYP, however received, save and except for such funds as the PAYP Executive Board may from time to time entrust to the care and use of designated paid employees of PAYP, to be used exclusively for the operation of PAYP;
      • Serve as Chair of the Finance Committee;
      • Disburse the funds of PAYP as ordered by the PAYP Executive Board;
      • Oversee day-to-day authority for managing the finances of PAYP;
      • Provide such financial reports and statements as the PAYP Executive Board or Executive Committee may from time to time require or request; and
      • Supervise the keeping and auditing of the accounts which shall be open at all times to inspection by the PAYP Executive Board and the Core Team.

ARTICLE V.  COMMITTEES

Section 1           Committee formation

The board may create committees as needed. The President appoints all committee chairs from the membership of the Board. Limited term task forces may be appointed by the President at any time with approval by the Executive Committee; standing and longer term committees shall be created with the affirmation of majority vote of the board.

Section 2           PAYP Core Team Committees

  1. Membership Committee:
  2. Social Committee:
  3. Education Committee:
  4. Service Committee:
  5. Marketing Committee:
  6. Nominating Committee:
  7. Advisory Committee:
  8. Community Fundraiser Committee (Party in the Pines):

ARTICLE VI. EXECUTION OF DOCUMENTS

Section 1           Documents, Obligations and Disbursements

Policies regarding documents, obligations and disbursements are set forth in the organization’s operations policies which shall be reviewed on an annual basis by the board.

ARTICLE VII. PARLIAMENTARY AUTHORITY

Section 1           Fiscal Year

The designated fiscal year of this corporation shall be January 1st to December 31st.

Section 2           Parliamentary Authority

The most recent edition of Robert’s Rules of Order shall serve as the Parliamentary Authority for the organization.

ARTICLE VIII.  INDEMNIFICATION

Section 1           General

Unless expressly prohibited by law, the organization shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person’s testator or in testate, is or was a director, officer, employee or agent of the organization or serves or served any other enterprise at the request of the organization, against all expenses (including attorneys’ fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.

 

Section 2           Limitation of Liability

Officers, directors and other persons who perform services for the organization and who do not receive compensation other than reimbursement of expenses (“volunteers”) shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage (“employees”) shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the organization in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee’s willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the organization pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The organization is liable only to the extent of the applicable limits of insurance coverage it maintains.

ARTICLE IX.  AMENDMENTS

Section 1.          Amendments

The Executive Board shall review the Bylaws annually.  In order to amend the Bylaws, notice of the proposed amendment shall be delivered personally, electronically or by mail to each member of the PAYP Executive Board at least two weeks prior to the time of the vote on the proposed amendment.  The Bylaws shall be amended by a 2/3 vote of the PAYP Executive Board.

Bylaws certified by PAYP Executive Boar