Proposed Bylaws

For your review!

By-Laws of the Young Nonprofit Professionals Network of Milwaukee

Article I. Name and Location

Section 1: Name. The name of the Organization shall be the Young Nonprofit Professionals Network of Milwaukee, Hereinafter referred to as "YNPN-Milwaukee" or "the Organization."

Section 2: Location. The principal office of this Organization shall be in the City of Milwaukee, Wisconsin. The Organization may also have offices at other places within or outside this city, as the Board may from time to time determine the business of the Organization may require.

Article II. Purpose

The purposes for which this corporation has been organized are as follows: YNPN-Milwaukee is a regional association that supports the nonprofit community. The Organization believes that its members' growth and development can play a critical role in the success of the nonprofit community, and promotes this important work by: providing educational resources that promote the development of its members and offering networking opportunities and social events to encourage information sharing and relationship building among its members. Furthermore, the Organization wishes to educate the community building about succession planning to ensure a smooth transition of leadership in years to come in the nonprofit sector.
To accomplish these purposes, the Board shall have the authority to exercise all the powers conferred upon corporations formed under the State of Wisconsin law in order to accomplish its charitable and educational purposes, including but not limited to the power to accept donations of money, whether real or personal, or any interest therein, wherever situated; provided that only such powers be exercised as are permitted to be exercised by a nonprofit corporation that qualifies as a corporation described in Section 501 (c) (3) of the Internal Revenue Code as amended; nor shall it engage directly or indirectly in any activity which would cause the loss of such qualification.

Article III. Membership

Section 1. Eligibility for membership. The qualifications for membership are as follows: general membership is open to all individuals who support the purpose statement in Article II, apply to become a member and pay the membership dues, if any.

Section 2. Membership dues. Members may be required to pay to the Organization dues on an annual or more frequent basis for membership in an amount or amounts to be determined from time to time by the Board of Directors.

Section 3. Rights of members. Members in good standing (those who have met the membership requirements) shall have voting rights with respect to items as decided upon by the Board, election of the Board as specified below and dissolution of the Organization.

Section 4. Resignation and termination. Any members may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can also be terminated by a majority vote of the members.

Section 5. Transfer of Membership. Membership in the Organization is not transferable or assignable.

Article IV. Meeting of Members

Section 1. Annual meetings. An annual meeting of the members shall take place in the month of January, the specific date, time and location of which will be designated by the Board. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the Organization, and approve the direction of the Organization for the coming year.

Section 2. Special meetings. Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board of Directors. A petition signed by ten percent of voting members may also call a special meeting.

Section 3. Notice of meetings. Notice of each committee meeting shall be given to each voting member at least 1 day prior to the meeting. Notifications may be electronic.

Section 4. Quorum. In order for the membership to vote upon a motion, there must be assembled a quorum of the membership. The quorum must be equal to one more than half of the current board of directors and 10% of the membership-at-large.

Section 5. Voting. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Voting can take place electronically. All voting taking place via electronic means shall be sent out to eligible voters with an expiration date. If a voter decides to not exercise their vote by the expiration date, it shall be meant as a vote of in favor of said item.

Article V. Board of Directors

Section 1. Powers and compensation. The Board of Directors (the "Board") shall manage the affairs and property of the Organization in accordance with the purposes and limitations set forth in these by-laws. The operational practices of the board are elaborated in the Organization policy manual. The Board receives no compensation other than reasonable expenses.

Section 2. Number. The number of Directors constituting the entire Board after the annual meeting shall be a minimum of twelve (12) and a maximum of twenty (20). ("Entire Board" means the total number of Directors entitled to vote which the Organization would have if there were no vacancies.) The Board may increase or decrease the number by amendment of the by-law, but no decrease shall shorten the term of any incumbent director.

Section 3. Election and Term of Office. The term of office for a director shall be (2) years. At the expiration of the two-year terms, the membership, by majority of the members present at the annual meeting, shall elect the Directors to new two (2) year terms, or elect Directors to replace those whose terms are expiring. Except in the case of the resignation or removal under these by-laws, Directors shall hold office until the expiration of their terms and election of their successors. Directors are eligible for re-election for up to five (5) consecutive terms. Board members shall be required to sign a Board Commitment Sheet upon election.

Section 4. Election procedures. A Nominating Chair will be appointed by the board and shall be responsible for nominating a slate of prospective Board members representing the membership's diverse constituency and presenting the slate to the board before the Annual Meeting. In addition, any member(s) can nominate a candidate to the slate of nominees by presenting a petition supporting nomination voted upon by ten percent of the members.

Section 5. Removal. The Board, by vote of a majority of the entire Board, may remove any Director for cause at any special meeting of the Board called for that purpose. Members of the Board may be terminated if there is an individual act or behavior detrimental to the purposes of the Organization. Termination can also occur as a result of continued non-attendance at Board Meetings.

Section 6. Resignation. Any director may resign from office at any time by delivering a resignation in writing to the Board, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.

Section 7. Vacancies and Newly Created Directorships. The Board, by vote of a majority of the Directors then in office, may elect Directors to fill any newly created directorships and any vacancies on the Board. Except in the case of resignation or removal, Directors so elected shall serve until the next annual meeting of the Board at which the election of the Directors is in the regular order of business and until the election of their successors.

Section 8. Place and Time of Meetings. The Board shall meet at least quarterly and hold an annual meeting in January of each year and shall set the time and place of that meeting and of regular meetings.

Section 9. Notice of Meeting. Notice of the time and place of each regular, special, or annual meeting of the Board, and, the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be given to each Director by electronic mail at least 1 day before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be given no less than 1 day before the time at which the meeting is to be held. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice.

Section 10. Quorum and Voting. The presence of a majority of the standing Board shall constitute a quorum of the Board for the transaction of business.

Section 11. Action by the Board. Any action required or permitted to be taken by the Board or by any of its committees may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board or committee. Participation of one or more Directors by conference telephone or other equipment allowing all persons participating in the meeting to hear each other at the same time shall constitute presence at a meeting.

Section 12. Officers and Duties. There shall be five officers of the Board, consisting of a President, Vice President, Secretary and two At-Large Directors which constitute the Executive Committee. The term of office for officers shall be one (1) year. Officers are eligible for re-election for the same office for one additional term, but are invited to run for other positions, for a maximum total of 10 terms all together.

• President. The President shall preside at meetings of the Organization and of the Board of Directors and the Executive Committee. The President of the Board, or her/his designee, is the official spokesperson of the Organization.
• Vice President. The Vice President shall assume such duties as are assigned by the President and the Executive Committee. The Vice President shall also assume the duties of President in the event that the President is absent or otherwise unable to serve. Additionally the Vice President will serve as the liaison between the committees and the board.
• Secretary. It shall be the duty of the Secretary to fulfill the duties of Secretary of the Organization, including the following:
  The Secretary shall act as secretary of the Organization and, in this capacity, be responsible to give notice of and attend all meetings of the Organization and keep a record of their doings; to conduct all correspondence, to keep a list of the members of the Organization and the attendance of all meetings/events; to present the agenda prior to the meeting, and generally to devote his or her best efforts to forwarding information to the body.
• Treasurer. The Treasurer shall perform all duties customary to that office and shall have knowledge of all corporate funds and securities and shall keep full and accurate of receipts and disbursements, assets and liabilities in the books of the Corporation. The Treasurer shall deposit or cause to be deposited all monies or other valuable effects in the name of the Corporation in such depositories as shall be selected by the Board.
• At-Large Directors. At-Large Directors shall participate in all necessary meetings, actions and activities as the officers of the Board. At-Large Directors shall have the same requirements for nomination, election and responsibilities of that of the officers of the Board.

Section 13: Conflict of Interest. Board members may receive compensation for services provided to the Organization if the individual abstains from a vote during which the Board invokes this conflict of interest clause and authorizes the services.

In all cases interested party transactions must meet the following requirements as determined by the Board of Directors.

• The transaction must be in the best interests of the organization.
• The transaction must be determined to be fair and reasonable to organization.
• The transaction must be approved without the participation of the interested party in the discussion of the transaction and the approval process.
• The minutes of the meeting at which such a transaction is approved shall reflect that:
  full disclosure of the financial transaction and the benefit to the interested party was provided; the interested party (if otherwise eligible to vote) abstained from voting
  prior to voting it was determined, in good faith, that the organization could not obtain a more advantageous transaction with an unrelated party.

Article VI. Committees

Section 1. Committee Formation. The Board may create committees as needed, such as fundraising, public relations, programs, etc. appoint all Committee Chairs. Committees are assigned by the Board of Directors to work on specific issues facing the Organization.

Section 2. Executive Committee. The five officers serve as the members of the Executive Committee. Except for the power to amend the by-laws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board.

Section 3. Special Committees. The Board may, at any time, appoint committees on any subject for which there are no standing committees of the corporation.

Article VII. Amendments

Section 1. Amendments. These bylaws may be amended when necessary by two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

Article VIII. Business Administration

Section 1: Fiscal Policies. The Association shall maintain policies and procedures for fiscal management as approved by the Board of Directors. Such policies shall be reviewed and revised regularly, minimally bi-annually.

Section 2: Policies and Procedures Manual. The Association shall maintain a policies and procedures manual which shall contain minimally personnel policies, fiscal policies, and delineation of responsibilities of the Board of Directors. The manual shall also contain such operational details as are necessary to ensure the ongoing function of the Association. The manual shall be maintained by the Secretary and shall be reviewed and revised periodically by the Board of Directors. The manual and all revisions must be approved by the Board of Directors.

Section 3: Conflict of Interest. No member of the Board of Directors may enter into a contract or otherwise receive reimbursement for services delivered to the organization in excess of one-half of 1% of the annual budget without explicit approval of the Board of Directors. In all cases such contracts or transactions must meet the requirements specified in Article V, Section 13 of these By-laws.

Section 4: Indemnification. The Organization shall indemnify a person who is or was an officer, member of the Board of Directors, employee of the organization, or serving in another capacity at the request of the organization, to the extent authorized by law.

ARTICLE IX. DISSOLUTION

Section 1: Means of Dissolution. The Organization is irrevocably dedicated to educational, research and scientific nonprofit purposes. Dissolution of the organization cannot be effected except by approval of a specific Board of Directors recommendation by a two-thirds (2/3) majority affirmative vote of the Organizational members. Such vote shall be taken in the manner specified in Article IV, Section 4 of these by-laws.

The Board of Director's recommendation for dissolution shall present a specific proposal for the manner in which the assets of the organization shall be distributed. A two-thirds (2/3) majority affirmative vote of the Organizational members shall be required by separate action to approve the proposal for the disposition of assets.

Section 2: Action Upon Dissolution. No part of the income or assets of the organization shall inure to the benefit of any officer, member any other individual. Upon dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all assets of organization to such Organization or Organizations as shall, at the time, be determined to be dedicated to and operated for educational, research and scientific non-profit purposes of a similar nature as those of organization, and as such shall have been approved in the manner specified in this article of the by-laws.