ARTICLE I. General

The name of this not-for-profit organization is the Triangle Young Jewish Professionals (hereafter referred to as TYJP or group). This group will be supported by its membership.

The mission of TYJP is to identify, network and socialize with other Jewish professionals, aged 21+, in order to facilitate the formation of a cohesive Jewish community in the Triangle area.

The seal of the TYJP shall be in the form of a Star of David with the major triangle towns and shall bear the name TYJP.

The group shall be noncommercial and nonpartisan.

The name of the group or names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to the promotion of the objective s of TYJP.

ARTICLE II. Membership

A member is anyone who has paid dues established by the Board of Directors for the current calendar year, and who has executed an official TYJP membership application containing a Waiver of Liability, and who subscribes to the purposes and basic policies of the Club subject to compliance with provisions of the Bylaws. A nonmember is anyone who has not paid annual dues. Extra fees may be imposed on nonmembers at certain events.

Dues shall be kept at a minimum and shall be used primarily for the cost of producing and mailing the newsletters, and for organizing Club outings and meetings. The Board of Directors shall determine annual membership dues.

All members shall have the same rights and obligations with respect to voting, dissolution, transfer, or any other matter regarding TYJP. No member may transfer a membership or any right arising there from. Nonmembers may not vote.

A resolution adopted by the Board of Directors imposing dues, assessments, or fees itself does not incur liability to pay the obligation, but nonpayment may constitute grounds for expelling or suspending the member, or suspending or terminating the membership. A member may resign at any time.

The Board of Directors, by unanimous vote, may expel, suspend or terminate a member. Said action by the Board of Directors requires fifteen days prior written notice, and the designation of a time and place for TYJP member to be heard orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by the Board of Directors. Any written notice given by mail shall be first class or certified mail or e-mail sent to the last address of the member shown on the TYJP’s records.

Any proceeding challenging an expulsion, suspension or termination shall be heard by the TYJP membership at a special meeting of the membership, which may conjoin with a regular TYJP meeting; at least ten days notice by mail, e-mail, or newsletter shall be sent to each member stating the time, place, and purpose of the meeting. A majority of the Club members present at such meeting, voting by secret ballot, shall be sufficient to suspend, expel, or terminate membership.

ARTICLE III. TYJP Meetings and Voting

TYJP shall hold meetings from time to time as called by the Board of Directors. The Secretary shall cause a notice to be mailed or e-mailed to each member at least ten days prior to such meeting designating the time and place thereof. At the October meeting, in addition to any other business, the directors shall be elected.

At all meetings of the members there shall be present either in person or by proxy eight members in order to constitute a quorum. Should a member be absent from a meeting, for the purposes of voting, the member’s proxy should be submitted in advance to one of the directors. The results of a vote shall be determined by a simple majority of the quorum.

A special meeting may be called by the President or Acting President, or by a majority of the Board of Directors, or on petition of ten or more voting members. The Secretary shall give at least ten days notice by mail, e-mail, or phone call to each member stating the time, place, and purpose of the meeting. At any special meeting, no business other than that stated in such notice shall be transacted without the unanimous consent of all the members present.

The Secretary shall maintain a voting list of the members and such list shall be available at any regular or special meeting of the members. At all regular or special meetings of the members, any person or group of persons listed as a dues-paid individual member shall be entitled to one vote.

ARTICLE IV Elections of the Board of Directors

The business and affairs of TYJP shall be managed by a Board of Directors, which shall include the officers of the Club, shall consist of not less than six or more than ten members. Any voting (i.e. dues paid) member of TYJP shall be eligible to be a director. Directors shall be elected for a term of one year at the October and April meetings, except to fill vacancies. Vacancies will be filled at the next TYJP planning meeting. Terms of directors shall be staggered so that at least two, but not more than six directors shall be elected each six months. The terms of office of such directors shall begin immediately after election. The Directors may adopt such rules and regulations for the conduct of Club meetings and the management of the Club as t hey may deem proper which are consistent with these bylaws.

A Nominating Committee shall consist at a minimum of two volunteers from the Board, and two volunteers from the general membership to be approved by the Club at a regular meeting at least one month prior to the election. The nominating committee shall designate one of its members to serve as the chairperson. Members of the nominating committee are not disqualified from being nominated for the offices to be filled.

The Nominating Committee shall nominate at least one eligible person for each director’s slot to be filled and report its nominees in the newsletter or by other means of written notice prior to the October and March election meetings, at which time additional nominations may be made from the floor. Seconds will be requested for all nominations.

Vacancies on the Board occurring during the year shall be filled for the unexpired term by a majority vote of the membership at any regular meeting of TYJP, or at any special meeting called for that purpose. A Director may be removed from office with or without cause by vote of a majority of the members entitled to vote. Such vote shall be held at the next regular meeting following petition for such vote filed by at least eight members and provided notice there of is included in the call f or such meeting. The Board of Directors may remove a director from office after three unexcused absences from board meetings.

ARTICLE V Duties of Officers and Directors

The Board of Directors shall serve without compensation excepting reimbursement for business expenses incurred in the interest of TYJP.

The Board shall elect the officers of the club, which shall comprise a president, a vice-president, a secretary, and a treasurer. The officers shall serve for one year. A person shall not be eligible to serve more than two consecutive terms in the same office.

A rotating board member, or volunteer board member shall preside at all meetings of the Board of Directors and TYJP meetings, coordinate the work of the officers and committees of TYJP in order that the purposes of TYJP may be promoted, and shall perform such other duties as the Board of Directors may from time to time authorize.

The secretary, a designated or elected board member, shall record all minutes of the Board and the membership, and provide copies of any minutes to a member upon request; and give notice of special Board meetings. The Secretary shall be responsible for maintaining all TYJP records and obtaining all TYJP printed material as a record for the club.

The treasurer, a designated or elected board member, shall have the custody of the TYJP funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the group. The treasurer shall also prepare or approve any necessary financial reports and prepare quarterly financial statements for publication to the general membership.

The treasurer shall disburse all funds that may be necessary for the day to day operation of the club as well as such disbursements that may be ordered by the Board of Directors, and shall render to the board, at the regular meetings of the board or whenever they may require it, an account of all transactions as treasurer and of the financial condition of the groups.

Directors at large shall have duties and responsibilities specially delegated by the Board of Directors, such as, but not limited to, matters regarding group programs, publicity, community service, events, membership, the newsletter, travel, and electronic communications (web and e-mail).

A quorum of the Board of Directors shall be four. A majority vote of a quorum at a noticed Board of Directors meeting shall be a vote of all directors. Actual notice to the members of the Board of Directors shall constitute sufficient notice.

Article VI Amendments

These Bylaws may be amended, repealed, or altered in whole or in part by a 2/3 vote at any regular or special meeting of the membership of the group, provided written notice thereof includes a verbatim copy of the change to be considered, the time and place of the meeting during which the change will be acted upon, which notice will be circulated to the members at least one month prior to the meeting date. Any member in good standing may submit a written amendment to the secretary signed by 10% of the total general membership. All signees must be members in good standing.

This page last modified by tyjp@nc.rr.com on November 12, 2002.