BYLAWS OF HUMANIST SOCIETY OF GREATER PHOENIX, INC. A CHARTERED CHAPTER OF THE AMERICAN HUMANIST ASSOCIATION AND A CHAPTER OF THE COUNCIL FOR SECULAR HUMANISM
Revised October, 2013
The name and title of this organization shall be HUMANIST SOCIETY OF GREATER PHOENIX, INC. (HSGP) a Chartered Chapter of the American Humanist Association (AHA), and a Chapter of the Council for Secular Humanism.
The purpose of HSGP is to promote humanistic ideals based on ethics, rationalism, and human concerns.
Any person who is in general accord with the above stated purpose may become a member of HSGP by applying for membership and submitting payment of annual or lifetime dues.
Membership meetings shall be scheduled at regular intervals. Membership meetings are open to the public. “Open” Board meetings may be attended by any current paid member. Board meetings shall be scheduled by the Board as necessary.
All Board meetings shall be open with the following exceptions:
(a) Employment or personnel matters for the employees of the Corporation;
(b) Legal advice from an attorney for the Corporation;
(c) Past, pending or contemplated litigation;
(d) Past, pending or contemplated matters relating to enforcement of the Corporation’s documents or rules.
A quorum for the transaction of business at Membership meetings shall consist of ten percent of the paid membership. A quorum for the transaction of business at a Board meeting shall be a simple majority of voting board members. Except as otherwise provided in regulations of the membership or of the Board of Directors, all meetings shall be conducted in accord with Robert’s Rules of Order (Current Revised Edition).
V. BOARD of DIRECTORS
A. Humanist Society of Greater Phoenix, Inc. shall be governed by its membership and Board of Directors elected from the membership of HSGP. The Board shall consist of a President, Vice President, Secretary, Treasurer, Program Director, Property Director, Membership Director, and two at-large Directors, all elected by the general membership for terms of one year, with each Director limited to one vote.
B. Election to the Board. To be eligible for the Board of Directors, a person must have been an active member of HSGP for at least one year.
C. Two individuals may serve as co-board members on the HSGP Board of Directors, and/or as co-officers on the HSGP Board of Directors. In such co-representation, a single vote is shared, but both individuals may speak independently at board meetings, and may serve independently on board level committees. To be a co-director or co-officer of HSGP, the two must run together, and be elected by the membership.
D. Removal of a Board member. A Board member may be removed from the Board for any of the following reasons, by a vote of a majority of the remaining Board members:
- Missing three Board meetings in a row
- Disruptive or unethical behavior toward the Board or HSGP
- Non-payment of dues within three months of due date
E. Replacement of a Board member. Should it become necessary to replace a Board Member who has been removed, or who can no longer serve, or should the Board decide to fill a vacancy, the Board shall have the authority to appoint a new Board member. Approval of this person shall be by a simple majority vote of the Board, followed by a simple majority vote of the current members at the next general membership meeting. The selected person shall then serve until the next normally occurring election.
F. The Board may adjust Officer positions as deemed appropriate by a two-thirds majority of the entire Board.
G. The duties for the Board, the officers and committees of the HSGP shall be those customarily pertaining thereto or as prescribed in Robert’s Rules of Order (Current Revised Edition).
H. Compensation of Directors. No Director shall receive compensation for any service he or she may render to the Corporation. However, any Director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties.
I. All disbursements from the treasury shall require the authorization of the Treasurer with the documented approval of the President or the Vice-President.
J. The Immediate Past President may attend but not vote at both open and closed Board meetings for one year following the election of a new President.
A Nominating Committee of HSGP members shall be appointed by the President with approval of the Board. This committee shall consist of the Immediate Past President, or a Prior Past President, or other prior officer, and two non-Board HSGP members.
This committee shall nominate one or more persons for each position. Nominations are to be submitted to the Board no later than the first meeting in November. Voting shall take place no later than the last meeting in November. Each then current member has one vote for each Board position that can be cast by a signed, mailed paper ballot received at least two days prior to the meeting, or in person at the meeting. A mailed paper ballot is not counted if the member is present at the meeting. Nominations shall be accepted from the floor. All nominees shall have given prior consent to serve.
The Nominating Committee shall provide ballots and generally officiate at the election.
Election shall be by vote of a majority of those voting for an office, with no voting by proxy.
Officers for the ensuing year commencing January 1st shall be officially installed in December.
VII. FISCAL MANAGEMENT AND RECORDS
A. DESIGNATION OF FISCAL YEAR: The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of every year.
B. FINANCIAL RECORDS: The current 990 Tax Filing with the IRS will be made available to any member upon request.
C. STORAGE OF RECORDS: The Treasurer and the Secretary shall both be responsible for maintaining copies of all financial records and all records of the minutes of all meetings. Meeting minutes will be provided to the Treasurer by the Secretary and financial records will be provided to the Secretary by the Treasurer. Storage may be via electronic media provided that both Treasurer and Secretary maintain separate copies on removable media.
D. LIABILITY INSURANCE: HSGP shall maintain Directors and Officers Liability Insurance in effect at all times
VIII. ENDOWMENT FUNDS
HSGP shall have an Endowment account, with the following conditions:
A. The HSGP Endowment funds shall be maintained in an “HSGP Managed Endowment Account” (“HMEA”) such as a bank, investment account, mutual fund, or other investment instrument, or in a “Trust” account, such as a professionally managed trust service under contract for the benefit of HSGP, having operational responsibility for the investments, disbursements, and accounting and legal reports of the Endowment funds.
B. All HMEA funds must be fully segregated from the rest of the HSGP accounts and funds. The HSGP Board of Directors must establish an investment policy statement (IPS) and withdrawal policy. Changes to either policy must be approved by the HSGP Board of Directors.
C. All gifts to HSGP of $5,000 or more which are not otherwise designated shall be added to the Endowment funds (HMEA or Trust), unless a three-fourths vote of the HSGP Board of Directors otherwise designates those gifts.
D. Earnings from the HMEA funds are any amounts in excess of the total of donations contributed (the Principal). Earnings up to a maximum amount equal to five percent of the principal, may be used each year by HSGP as directed by the HSGP Board of Directors.
E. Use of any amount from the HMEA Principal should be only for emergency needs requiring a three-fourths vote approval of the HSGP Board of Directors (with each Board members’ name recorded, i.e., roll-call vote).(Additional disbursements from the Trust will be according to the Trust contract, which should include coordination with the Trust management oversight.)
F. The HSGP Board of Directors shall establish a permanent Endowment Committee, including the Endowment Committee Director, and which has the following responsibilities:
a) continual oversight of the security and appropriateness of investment decisions of the Endowment funds, as directed by the board, and reporting at least twice a year to the Board on the status of the Endowment funds and Endowment fundraising efforts, and
b) ensuring potential donors are aware of the Endowment fund, coordinating with other HSGP fundraising efforts, and assuring appropriate help and guidance is provided to potential donors.
IX. DISSOLUTION OF CORPORATION
Should HSGP disband and unincorporate at some future date per the laws of the State of Arizona, all assets thereof, including monies, real property, books, furniture, electronic and other audio-visual equipment and any other assets shall be liquidated or donated in a manner to be determined by a vote of the Board. All proceeds and property shall be donated to the American Humanist Association and/or to one or more non-profit organizations that promote Secular Humanism.
These Bylaws and any portion thereof may be amended, repealed, or modified, or new Bylaws adopted at any time by a two-thirds vote of those voting at Membership meetings, provided all members have been advised in the newsletter, by email, or via U.S. mail, of the proposed changes at least fifteen days prior to the meeting at which the vote is to take place.