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Proposed Bylaws
of
The Network of Young Professionals

(These bylaws are being proposed by the current officers. We would like to accept a final version at our Mar 8, 2004 organizational meeting. If you have any comments, please share them with us at .)

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  1. Name, Office, Seal

    1. The name of this non-profit corporation is The Network of Young Professionals (hereinafter referred to as NET).
    2. The registered mailing address of NET is PO Box 90561, Allentown, PA 18109-0561.
    3. NET may have offices at such places as the Board of Advisors and Officers may from time to time appoint or as the activities of NET may require.
    4. The corporate seal shall have inscribed thereon "The Network of Young Professionals", "2001" (year of incorporation), and the words "Corporate Seal, Pennsylvania."

  2. Purpose

    1. NET was formed to connect the people, places, and experiences unique to the Lehigh Valley. It is to serve as a catalyst to enrich the community and its members.
    2. NET 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.

  3. Membership

    1. Membership shall be non-discriminatory and all good-standing members of the general public who share in the objectives of Article II shall be permitted to become members.
    2. The Officers may determine from time to time the amount of an initiation fee, if any, and annual dues payable by the members.
    3. The Officers, by a majority vote, may suspend or expel a member for cause after an appropriate hearing. A membership may also be suspended or terminated by a majority vote of those present at any Organization Meeting (III §6) if a member becomes ineligible for membership or is in default in the payment of any dues or assessments.
    4. Upon written request signed by a former member and filed with the Secretary, the Officers may, by a majority vote, reinstate such former member to membership upon such terms as the Officers may deem appropriate.
    5. Membership in NET is not transferable or assignable.
    6. Organization Meetings:
      1. Meetings of the members shall be held at such times and at such places within this Commonwealth or elsewhere, as may from time to time be fixed by the Officers.
      2. Notice of every meeting of the members, stating the date, time, and place thereof and the reason therefor, shall be given by or at the direction of the Secretary to each member of record entitled to vote at the meeting. Notice will be given at least ten (10) days prior to the date of the meeting. (See Article IX for information on notices.)
      3. The acts of a majority of those members present shall constitute the acts of the members.
      4. Every member in good standing shall be entitled to one (1) vote. No member shall sell his/her vote for money or anything of value.
      5. Voting may be by ballot, mail, or any reasonable means determined by the Officers.

  4. Officers

    1. The business and affairs of NET shall be managed by the executive officers: President, Vice President, Secretary, and Treasurer. Other officers, committee chairs, and/or assistant officers may be created and appointed by the Officers as the needs of NET may require. The President, Vice President, and Secretary shall be natural persons of full age; the Treasurer may be a corporation, but if a natural person, shall be of full age. Officers must maintain full Membership in NET throughout their term.
    2. Officers shall be elected by the Membership at a date and time set by the Organization. Election meetings and voting shall occur as described in Article III §6.
    3. The Officers shall hold their offices for a term of thirteen (13) months and shall have such authority and shall perform such duties as are provided by these Bylaws and as shall from time to time be prescribed by the organization's policies. This term of thirteen (13) months provides a one-month overlap of officer terms during which the powers of the office can be transitioned from the exiting officer to the incoming officer. During this thirteenth month, exiting officers retain their officer voting status (IV §9) with the exiting President having the tie-breaking vote.
    4. The same person may hold any number of offices.
    5. The President shall be the chief executive officer of NET and shall have the general powers and duties of supervision and management usually vested in the office of president. Specific responsibilities include (but are not limited to):
      1. Preside over all NET Organization Meetings (Article III §6)
      2. Maintain communications with Board of Advisors (Article V)
      3. Has general and active management of the affairs of NET and shall see that all orders and resolutions of the organization are carried into effect
      4. Ensure that all activities follow the NET bylaws, guidelines, and policies
      5. Ensure that the other Officers know their roles and responsibilities
      6. Be spokesperson for the NET
      7. Execute bonds, mortgages, and other documents requiring a seal, under the seal of NET
      8. Is an ex officio member of all committees
    6. The Vice President shall oversee and maintain the operation of all NET committees, manage NET marketing, and act in all cases for and as the President in his/her absence or incapacity. Specific responsibilities include (but are not limited to):
      1. Manage all committee activities
      2. Ensure that marketing activities follow NET guidelines
      3. Collaborate and share workload with the President
      4. Ensure there are sufficient and varied activities to fulfill NET guidelines
    7. The Secretary shall maintain and execute all records and communications of NET and attend all meetings of the Membership, Officers, and/or Board. Specific responsibilities include (but are not limited to):
      1. Record all the votes of NET and the minutes of all its transactions
      2. Give, or cause to be given, notice of all meetings, guidelines, and activities to the Membership, Officers, and/or Board.
      3. Maintain, or oversee the maintenance of, NET membership records
      4. Retain a history of all NET activities
      5. Keep in safe custody the corporate seal of NET, and when authorized by the Organization, affix the same to any instrument requiring it
    8. The Treasurer shall maintain and execute all financial management of NET and shall have custody of the corporate funds and securities. Specific responsibilities include (but are not limited to):
      1. Develop and maintain NET policies for financial management
      2. Keep the monies of NET in a separate account under the ownership of NET
      3. Keep full and accurate accounts of receipts and disbursements in books belonging to NET
      4. Disburse the funds of NET as may be ordered by the Officers and other organization needs, taking proper vouchers for such disbursements
      5. Render to the Officers and Members at Organization Meetings, or whenever the Officers may require it, an account of all his/her transactions as Treasurer and of the financial condition of NET
      6. Develop and maintain an annual operating budget
      7. Submit, or oversee the submittal of, all required federal, state, and community taxes
    9. Officer Meetings:
      1. The meetings of the Officers may be held at such times and at such place or places within this Commonwealth or elsewhere, as a majority of the officers may from time to time appoint, or as may be designated in the notice calling the meeting.
      2. Notice of every meeting of the Officers, stating the date, time, and place thereof and the reason therefor, shall be given by or at the direction of the Secretary to each Officer. Notice will be given to each officer at least four (4) days prior to the date of the meeting. (See Article IX for information on notices.)
      3. NET business decisions and appointments are done by a majority vote of all Officers. Voting requires participation from all Officers, although they need not be present at the time of voting if adequate discussion and information was distributed prior to the actual voting and the absent officer's vote is submitted in writing beforehand. In the case of a tie, the acting President casts the tie-breaking vote.
    10. An Officer may resign at any time by giving written notice to the Officers. Such resignation, which may or may not be contingent upon formal acceptance, shall take effect on the date of receipt or at any later time specified in the written notice.
    11. Any Officer or agent may be removed by the Membership whenever in its judgment the best interests of NET will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Removal must be done by a petition signed by three-fifths of the membership and will become effective upon verification of this petition. The vacancy shall be handled as described in Article IV §12.
    12. If the office of any officer or agent, one or more, becomes vacant for any reason, the remaining Officers may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

  5. Board of Advisors

    1. The Board of Advisors shall exist to assist the Officers by meeting to discuss NET guidelines and activities on a quarterly basis or as otherwise deemed necessary by the Board or Officers.
    2. Specific responsibilities of all Board Members include (but are not limited to):
      1. Ensure that NET is following its guidelines
      2. Meet regularly to review and maintain NET guidelines and activities
      3. Maintain strategic community ties
      4. Solicit corporate and private funding
    3. The Board of Advisors shall consist of a minimum of five (5) persons and a maximum of fifty (50) persons, who shall be natural persons of full age and who need not be residents of this Commonwealth. The current Officers shall be ex officio members of the Board but do not count toward the total number of Board Members.
    4. The Board of Advisors shall be appointed by the Officers and shall serve a term of two (2) years from the time of their appointment.
    5. The Board Members shall be nominated, either by self-nomination, by current Board Members, or by the Officers, in writing, to the current Officers. The Officers may appoint Board Members at any time as long as the conditions of Article V §3 are maintained. (Who approaches nominees to see if they accept? Is "appointment" to strong a term?)
    6. The Board of Advisors shall be supervised and managed by a Chairperson.
      1. The role of Chairperson shall be filled by an existing member of the Board of Advisors.
      2. Upon vacancy of the position, a new Chairperson shall be selected at the next Board of Advisors meeting. Nomination and voting shall be done at the Board of Advisors meeting and a Chairperson selected by majority vote of the Board Members present at the meeting.
      3. Upon election to the position, the Chairperson's term on the Board will be extended so that he/she may carry out the position for a two-year term.
      4. The Chairperson may resign at any time by giving written notice to the Officers and Board of Advisors. Such resignation, which may or may not be contingent upon formal acceptance, shall take effect on the date of receipt or at any later time specified in the written notice. The vacancy shall be filled as stated above. The resigning Chairperson may continue to fulfill their original term as a Board Member if they so choose.
      5. The Chairperson may be removed from position at any time, by three-fourths vote of all Board Members or by a unanimous decision of the Officers. Upon vacancy, the position must then be filled as described above.
    7. Board Meetings:
      1. The meetings of the Board of Advisors may be held at such times and at such place or places within this Commonwealth or elsewhere, as a majority of the Board Members may from time to time appoint, or as may be designated in the notice calling the meeting.
      2. Notice of every meeting of the Board of Advisors, stating the date, time, and place thereof and the reason therefor, shall be given by or at the direction of the Secretary to each Board Member. Notice will be given at least ten (10) days prior to the date of the meeting. (See Article IX for information on notices.)
    8. A Board Member may resign at any time by giving written notice to the Officers and Board of Advisors. Such resignation, which may or may not be contingent upon formal acceptance, shall take effect on the date of receipt or at any later time specified in the written notice.
    9. A Board Member may be removed from the Board of Advisors at any time by three-fourths vote of all Board Members or by unanimous action of the Officers.
    10. The Board of Advisors shall not be liable for the actions of any member or NET as a whole.

  6. Books and Records

    1. NET shall keep an original or duplicate record of: the proceedings of the Officers and other Organization Meetings; its Bylaws, including all amendments thereto to date, certified by the Secretary of NET; a membership register, giving the names of the members and showing their respective addresses and other details of the membership of each; appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of NET in this Commonwealth, or at its principal place of business wherever situated.
    2. Every Officer shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as an Officer. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney, or such other writing which authorizes the attorney or other agent to so act on behalf of the Officer. The demand under oath shall be directed to NET at its registered office in this Commonwealth or at its principal place of business wherever situated.
    3. Privacy Policy: NET respects the privacy of those who choose to join the organization. NET shall not sell or share its membership list with any entity. NET may use non-personal, summary information extracted from the membership records to target marketing, gauge membership interests and needs, and/or published in reports.

  7. Transaction of Business

    1. NET shall make no purchase of real property, nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds of the Membership. If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.
    2. Whenever the lawful activities of NET involve, among other things, the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental revenue. All such incidental revenues shall be applied to the maintenance and operation of the lawful activities of NET, and in no case shall be divided or distributed in any manner whatsoever among the Officers, Board, or Members of NET.

  8. Annual Report

    1. The Organization shall present annually a report, verified by the Officers, showing, in appropriate detail, the following:
      1. The assets and liabilities, including the trust funds, of NET as of the end of the fiscal year immediately preceding the date of the report
      2. The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report
      3. The revenue or receipts of NET, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for NET
      4. The expenses or disbursements of NET for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for NET
      5. The number of members of NET as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report
      6. A report of the activities NET offered to the members during the year immediately preceding the date of the report
    2. This report shall be filed with the NET records as described in Article VI.

  9. Notices

    1. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by mail, telefax or electronic mail. A notice of meeting shall specify the place, day and time of the meeting and any other information required by statute or these Bylaws. When a special meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
    2. Whenever any written notice is required to be given under the provisions of a statute or the Articles or Bylaws of NET, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

  10. Miscellaneous Provisions

    1. The fiscal year of NET shall begin on the first day of July.
    2. One or more persons may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

  11. Indemnification

    1. NET shall indemnify each person who is or was a trustee, director, board member, officer, or employee of NET, or of any other corporation which he/she served as such at the request of NET, against any and all liability and reasonable expenses that may be incurred by him/her in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of NET or such other corporation or otherwise), civil or criminal, or in connection with an appeal relating thereto, in which he/she may become involved, as a party or otherwise, by reason of his/her being or having been a trustee, director, board member, officer, or employee of NET or of such other corporation, or by reason of any past or future action taken or not taken in his/her capacity as such trustee, director, board member, officer, or employee, whether or not he/she continues to be such at the time such liability or expense is incurred, provided such person acted in good faith in what he/she reasonably believed to be the best interests of NET or such other corporation, as the case may be and, in addition, in any criminal action or proceeding, where he/she had no reasonable cause to believe that his/her conduct was unlawful. As used in this Article, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by, a trustee, director, board member, officer, or employee, other than amounts paid to NET itself or to such other corporation served at NET's request.
    2. The termination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction, or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a trustee, director, board member, officer, or employee did not meet the standards of conduct set forth in the first sentence of this Article, except where there shall have been a judgment rendered specifically finding that the action or conduct of such trustee, director, board member, officer, or employee constituted gross negligence or misconduct.
    3. Any such trustee, director, officer, or employee referred to in this Article who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described herein shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of NET, but only if independent legal counsel (who may be the regular counsel of NET) shall deliver to it their written advice, that, in their opinion, such trustee, director, board member, officer, or employee has met such standards. Expenses incurred with respect to any such claim, action, suit or proceeding may be advanced by NET prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he/she is entitled to indemnification under this Article. The rights of indemnification provided in this Article shall be in addition to any rights to which any person concerned may otherwise be entitled by contract as a matter of law, and shall inure to the benefit of the heirs, executors, and administrators of any such person.

  12. Prohibition Against Sharing in Corporate Earnings

    1. NET is formed exclusively for purposes for which a corporation may be formed under Section 501(c) of the Internal Revenue Code (or the corresponding section of any future federal tax code) and not for pecuniary or financial gain.
    2. No part of the assets, income, or profit of NET shall be distributable to, or inure to the benefit of, its members, directors, board members, or officers, except to the extent, if any, under the Non-Profit Corporation Law and Section 501(c) of the Internal Revenue Code.
    3. NET shall not operate any listing service for its members, or take steps which will serve to facilitate the transaction of specific business by its members or promote the private interest of any member, or engage in any activities which would constitute a regular business of a kind ordinarily carried on for profit.
    4. Upon the dissolution of NET, no member, director, board member, or officer shall be entitled to any distribution of its remaining assets. Rather, its assets shall be distributed to such organizations as are exempt under the provisions of Section 501(c) of the Internal Revenue Code (or corresponding section of any future federal tax code), as may have an exempt purpose similar to the purposes for which this corporation is organized.
    5. No part of the activities of NET shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in, (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

  13. Amendments

    1. These Bylaws may be amended when necessary by a two-thirds majority of the Membership present at any regular or special meeting duly convened after notice to the Members of that purpose (Article III §6).
    2. Proposed amendments must be submitted to the Secretary and discussed at an Organization Meeting.

 

Bylaws Revision / Amendment History

Original bylaws adopted on XX day of XX, 2001.

Amended and revised, these bylaws adopted this XX day of XX, 2004.

 

Attest

We certify the foregoing to be the true and correct bylaws of The Network of Young Professionals.

 

___________________________________
Matt Sommerfield
NET President

___________________________________
Paul J. Narsavage
NET Secretary
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