BYLAWS OF HUMANIST SOCIETY OF GREATER PHOENIX, INC. A CHARTERED CHAPTER OF THE AMERICAN HUMANIST ASSOCIATION
Revised September, 2020; Revisions Ratified by Membership November, 2020
ARTICLE I. NAME
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).
ARTICLE II. PURPOSE
The purpose of HSGP is to promote humanistic ideals based on ethics, rationalism, and human concerns.
ARTICLE III. MEMBERSHIP
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 monthly, annual or lifetime dues. Dues may be gifted by another member or waived through a simple majority vote of the HSGP board. Paid, gifted, or waived members shall be referred to as “MEMBERS”. Members will be included in an official membership directory. Participation in HSGP social media does not constitute membership in HSGP.
ARTICLE IV. BOARD OF DIRECTORS
Section 1 Powers and Duties of the Board.
The Humanist Society of Greater Phoenix, Inc. shall be governed by its membership and Board of Directors (“Board”, “Officers”) elected from the membership of HSGP. The 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’s Articles of Incorporation, and these Bylaws. The Board shall establish administrative policies; authorize operational goals and objectives; emphasize overall organizational planning; authorize agreements and contracts; adopt the budget; approve committee appointments; provide for the maintenance of property; employ, direct and discharge executive personnel; authorize meetings; review committee reports; and determine action to be taken.
Officers shall actively participate in community outreach, gift solicitation, and event and fundraising campaign planning. The duties for the Board, the Officers and committees of HSGP shall be those customarily pertaining thereto or as prescribed in Robert’s Rules of Order (Current Revised Edition).
Section 2 Number of Officers and Compensation.
The Board shall have up to 9, but not fewer than 4 members. The members of the Board shall receive no compensation, however, any member of the Board may be reimbursed for documented expenses incurred in the performance of their duties. The Board shall have a President, Vice President, Secretary, and Treasurer at all times.
Section 3 Term and Eligibility.
Board members shall be elected to one (1) year terms. Directors may be renominated for service on the board following their term. To be eligible for the Board of Directors, an individual must be a member of HSGP as defined in Article III.
Section 4 Quorum.
A quorum will consist of a simple majority (51%) of the Board of Directors. A quorum of the Board of Directors must be present to conduct business.
Section 5 Resignations, Termination, and Absences.
Resignation from the board must be in writing and received by the President or the Secretary. Board members may be excused from attendance upon notification to the President prior to the scheduled meeting. Termination from the board requires a vote of two-thirds (⅔) majority of the membership of the Board of Directors as well as one (1) of the following conditions:
Missing three Board meetings in a row;
Disruptive or unethical behavior, as outlined in Article XIII. Sexual Harassment, or the HSGP Code of Conduct, toward the Board of Directors, HSGP as an organization, or member of HSGP; or
Non-payment of dues within three (3) months of due date.
Section 6 Vacancies.
Vacancies occurring on the Board of Directors may be filled at any time by appointment of the President with approval of a simple majority vote of the Board of Directors, followed by a simple majority vote of the current members at the next general membership meeting. 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 Article III.
ARTICLE V: OFFICERS
Section 1 General.
The Officers of HSGP shall be President, Vice President, Secretary, Treasurer, Program Director, Property Director, Membership Director, Development Director, and Communications Director. Each Officer of HSGP shall be a member of the Board.
Section 2 Election, Terms of Office, and Co-Officers.
All officers shall be elected for a one (l) year term. No one person may hold more than one office at the same time. No more than two (2) individuals may serve as co-officers on the Board. As such, the following conditions shall be met:
- The co-officers conduct a joint election campaign for said position.
- Once elected, the co-officers may contribute to meetings and committees independently.
- Shall be allowed one (1) vote as the co-officer, not as individuals, on the Board.
Section 3 Resignation and Removal.
Whenever, in the judgment of the Board, the best interests of the organization will be served, any officer may be removed from office in accordance with Article III, Section 5. Any officer may resign at any time in accordance with Article IV, Section 5.
Section 4 Vacancies.
Vacancies occurring on the Board may be filled at any time in accordance with Article IV, Section 3.
Section 5 Creation or Removal of Board Positions.
As necessary for the continued operation of HSGP, the Board may create or remove Officer positions by a two-thirds (⅔) majority vote of the Board.
Section 6 Duties and Responsibilities of Officers.
The Officers shall possess such powers and perform such duties as shall be determined by the Board.
The President of the Board shall:
- Preside at all meetings of the Board and the Executive Committee;
- Lead Sunday Speaker events;
- Perform other duties customary to the Office of President, or as directed by the Board; and
- Be allowed voting privileges in all board meetings
The Vice President of the Board shall:
- Perform such duties as the President and/or the Board of Directors may determine; and
- In the absence of the President, shall perform the duties of the President.
The Secretary shall:
- Oversee notice and maintenance of the minutes of the meetings the Board of Directors, and the Executive Committee;
- Prepare the agenda of the meetings of the Board of Directors and the Executive Committee;
- Review individual assignments for each board member at close of the meetings of the Board of Directors;
- Keep voter records of any board votes conducted over email; and
- Perform other duties customary to the Office of the Secretary, and as may be required by the Board of Directors or the President of the Board.
The Treasurer shall:
- Be the custodian of the funds of HSGP, however received, save and except for such funds as the Board of Directors may from time to time entrust to the care and use of designated paid employees of HSGP, to be used exclusively for the operation of HSGP;
- Disburse the funds of HSGP as ordered by the Board of Directors;
- Oversee day-to-day authority for managing the finances of HSGP;
- Provide such financial reports and statements as the Board of Directors 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 Board of Directors and the Executive Committee.
The Program Director shall:
- Be responsible for researching, interviewing, recruiting, and facilitating Presenters for Sunday Speaker meetings and other HSGP hosted presentation events;
- Collect biographical and contact information information from the Presenter;
- Be the liaison between the Presenter and the Board of Directors for any terms of contract, payment, or donation on the behalf of said Presenter;
- Manage a master calendar of events for HSGP; and
- Facilitate planning and execution of annual HSGP events.
The Property Director shall:
- Be responsible for the following items on site at the Humanist Community Center (hereafter referred to as the “Property”) located in Mesa, Arizona, and/or any future physical facilities, including but not limited to:
- Safety Inspections
- Security Systems and Locks
- Pest Control
- Cleaning and Sanitation
- Visiting the Property at a regular interval to provide a visual inspection for damage or record other maintenance issues;
- Performing basic maintenance and repairs on the Property as the need arises; and
- Ensuring the continued working order and safety of the Property through regularly scheduled maintenance with outside service providers as the need arises.
The Membership Director shall:
- Maintain a database of current members;
- Maintain a contact list of current members;
- Assist in renewing memberships; and
- Contact members about renewal.
The Development Director shall:
- Identify, in partnership with the Executive Director, potential donors to HSGP;
- Contact potential donors through various communication channels;
- Contact current donors through various communication channels;
- Foster partnerships between businesses and HSGP; and
- Plan, in partnership with the Program Director, events to raise funds for specific projects of HSGP, or to be donated toward the general fund.
The Communications Director shall:
- Post and update events to applicable forms of social media maintained by HSGP;
- Post and update events to the website maintained by HSGP;
- Respond to inquiries received through social media maintained by HSGP;
- Compose and publish newsletters, by electronic and/or other means;
- Maintain a historical record of events at HSGP; and
- Design, update, and stock business cards, pamphlets, brochures, signage, apparel, and/or necessary business materials containing HSGP branding and messaging.
Section 7 Immediate Past President.
- The Immediate Past President of HSGP is defined as the individual who had held the office of President in the previous election year. The Immediate Past President shall:
- Be allowed admission to closed meetings of the Board of directors, in an advisory capacity, for up to one (1) year after their term has ended;
- Not be afforded voting privileges at any meeting of the Board of Directors;
- Not be considered a member of the Board of Directors for any official business of HSGP; and
- Not be considered a member of the Board of Directors for the purpose of achieving a quorum.
ARTICLE VI: STANDING COMMITTEES
Section 1 Communications Committee.
The Communications Committee shall be headed by the Communications Director, with no limit to how many Members may serve on this committee. This committee is responsible for assisting the Communications Chair with social media and management of social outreach accounts and platforms.
Section 2 IT Committee.
The IT Committee may be headed by any Member of HSGP, inclusive of those on the Board with no limit to how many Members may serve on this committee. This committee is responsible for managing, maintaining, and submitting recommendations for the well being of all information technologies, software and hardware, for HSGP.
Section 3 Member Support Team.
The Member Support Team is to be headed by the Member Support Team Leader with no more than 15 Members on this committee. This committee is responsible for assisting members in need within the limitations of the Member Support Team’s resources and of the coverage of HSGP’s liability insurance.
Section 4 Membership Committee.
The Membership Committee shall be headed by the Membership Director with no limit to how many Members may serve on this committee. This committee is responsible for assisting the Membership Chair and maintaining the membership database, monitoring memberships and informing Members when their membership will expire.
Section 5 Nominating Committee.
The Nominating Committee shall be headed by the Nominating Committee Leader and will consist of no more than three HSGP Members who are not currently serving on the Board, with the Volunteer Coordinator being the primary candidate as Nominating Committee Leader. Should the Volunteer Coordinator position be vacant or should the Volunteer Coordinator also be a current Board member, the opening for the Nomination Committee Leader shall be presented to Membership for a Member to volunteer to head the Nominating Committee. The Nominating Committee shall be responsible for:
- Searching for prospective candidates for vacant Board positions,
- Obtaining applications and recommendations from two (2) HSGP members for applying nominees,
- Presenting to the Board with applications no later than the last meeting in October.
Section 6 Program Committee.
The Program Committee shall be headed by the Program Director with no limit to how many Members may serve on this Committee. This committee is responsible for assisting the Program Director with their duties as well as seeking out speakers and venues for events, coordinating annual events, and coordinating with the Volunteer Committee to make programs and events successful and keep them within budget.
Section 6 Treasurer’s Committee.
The Treasurer’s Committee is to be headed by the Treasurer with no more than 5 Members total on this committee. This committee is responsible for assisting the Treasurer with their duties as well as collecting and counting monies at events, keeping count of the money, and issuing receipts for any financial transactions.
Section 7 Volunteer Committee.
The Volunteer Committee is to be headed by the Volunteer Coordinator with no limit to how many Members may serve on this Committee. This committee will work in unison with the Program Committee and will also have additional duties wherever they may be requested.
Section 8 Executive Committee.
The Executive Committee is to be headed by the President and shall consist of the President, Vice President, Secretary, and Treasurer. This committee shall operate as needed to manage the day-to-day affairs of the organization with such authority as the Board may deem necessary.
ARTICLE VII: MEETINGS
Membership meetings shall be scheduled at regular intervals no less than once per year. Membership meetings shall be open to the public. A quorum for the transaction of business at Membership meetings shall consist of ten percent of the total membership, to be counted by the President or Vice President and recorded by the Secretary. 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 these Bylaws or an HSGP policy, all meetings shall be conducted in accord with Robert’s Rules of Order (Current Revised Edition).
Both membership and Board meetings may be conducted electronically.
Board meetings shall be scheduled by the Board as necessary. An open board meeting is defined as any board meeting that may be attended by any Member. All Board meetings shall be open with the following exceptions. The following meetings shall be considered closed:
- Employment or personnel matters for the employees of the Corporation;
- Legal advice from an attorney for the Corporation;
- Past, pending or contemplated litigation;
- Past, pending or contemplated matters relating to enforcement of the Corporation’s documents or rules;
- Pending or contemplated business pertaining to real estate and other large transactions in which secrecy is needed for effective negotiation.
- Executive Sessions of the President, Vice President, Secretary, and Treasurer
The decision to close a Board meeting or a portion of an otherwise open Board meeting shall be at the discretion of the presiding officer, subject to appeal by any Board member to the majority of the Board.
ARTICLE VIII: ELECTIONS
The Board of Directors shall be elected by the members of HSGP in elections administered by the Secretary. Any non-incumbent candidate seeking election to the Board of Directors must first be nominated through either of the following processes: a simple majority vote of the Board of Directors, or by submitting character and qualification references from at least three HSGP members to the Secretary. All nominees shall have given prior consent to serve and pass a criminal background check prior to serving.
All nominees shall have given their prior consent to serve and shall be subject to a criminal background check prior to serving. Said criminal background check shall not exclude a person from candidacy should prior criminal convictions be found, pending the unanimous approval of the President, Vice President, and Secretary. All records are to be destroyed upon decision & will be kept confidential.
The Secretary shall provide ballots and generally officiate at the election.
Applications 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, in person at the meeting, or electronically by such means as shall be necessary to secure the integrity of the vote and the secrecy of the ballot. A mailed paper ballot is not counted if the member is present at the meeting.
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..
ARTICLE IX. FISCAL MANAGEMENT AND RECORDS
Section 1 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.
Section 2 Financial Records.
The current 990 Tax Filing with the IRS will be made available to any member upon request.
Section 3 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.
Section 4 Liability Insurance
HSGP shall maintain Directors and Officers Liability Insurance in effect at all times
Section 5 Disbursement of Funds.
All disbursements from the treasury shall require the authorization of the Treasurer with the documented approval of the President or the Vice-President. Unbudgeted disbursements of more than $100 shall require the approval of the Board.
ARTICLE X: ENDOWMENT FUNDS
HSGP shall have an Endowment account, with the following conditions:
Section 1 Account.
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.
Section 2 Separation of Funds.
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.
Section 3 Gifts.
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.
Section 4 Earnings.
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.
Section 5 Principal.
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.)
Section 6 Management.
The HSGP Board of Directors shall establish a permanent Endowment Committee, including the Endowment Committee Director, and which has the following responsibilities:
- 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
- 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.
ARTICLE XI: DISSOLUTION OF CORPORATION
Should HSGP disband and unincorporate at some future date per the laws of the State of Arizona, all assets thereof shall be liquidated or donated in a manner to be determined by 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.
ARTICLE XII: AMENDMENTS
These Bylaws or any portion thereof may be amended through proposal by a simple majority of the Board of Directors and subsequent ratification by the following process:
- All members must be notified by the Secretary in writing of the proposed changes at least 15 days prior to the meeting at which the vote is to take place; to ensure members have the opportunity to review and comment on bylaw changes.
- Amendments may be ratified by a two-thirds supermajority vote of a quorum of the Membership voting at a Membership meeting.
- In the event that a quorum of the Membership could not be reached, amendments may be ratified by a two-thirds supermajority vote of a quorum of the Board of Directors.
ARTICLE XIII: SEXUAL HARASSMENT AND CODE OF CONDUCT POLICY
At the Humanist Society of Greater Phoenix (HSGP), we believe it’s essential to provide all members and guests with a respectful and safe environment at our community center. As a result, we do not tolerate harassment or any mistreatment of any person at our community center or official events, including unlawful harassment based on the following protected categories:
- Race, color, ethnic or national origin;
- Religion or religious creed (or belief, where applicable);
- Sex, including pregnancy, childbirth, breastfeeding, or related medical conditions;
- Sexual orientation;
- Gender, gender identity, gender expression, transgender status, or sexual stereotypes;
- Nationality, immigration status, citizenship, or ancestry;
- Marital status;
- Protected military or veteran status;
- Physical or mental disability, medical condition, genetic information or characteristics (or those of a family member);
- Political views or activity;
- Status as a victim of domestic violence, sexual assault or stalking; or
- Any other basis prohibited under federal, state, or local law.
Harassment under this Harassment Policy (Policy) is behavior that creates an intimidating, hostile, degrading, humiliating, or maliciously offensive environment for any member or guest. Engaging in such conduct is a violation of this Policy.
If, by a vote of the Board of HSGP, it is determined that a member or guest’s conduct has violated this Policy, we will take steps to ensure the conduct is effectively addressed, and any member or guest found to have engaged in harassing conduct may be subject to a corrective action, up to and including cancellation of membership, a request that they not return to HSGP’s community center or events, and reporting to law enforcement.
When determining whether conduct violates this Policy, we consider whether a reasonable person could conclude that the conduct created an intimidating, hostile, degrading, or demeaning environment.
This Policy applies to everyone who visits the HSGP community center or attends any of its events. Everyone—including guests, members, speakers, contractors, and board members—is responsible for following and upholding this Policy.
All HSGP board members are required to attend a mandatory sexual harassment training, which includes a comprehensive review of our Policy.
Section 1 Examples of Harassment.
Harassment can range from extreme forms such as violence, threats, or physical touching to less obvious actions like ridiculing, teasing, or repeatedly bothering others.
For example, harassment may include the following types of conduct:
- derogatory or insensitive jokes, pranks, or comments;
- slurs or epithets;
- unwelcome sexual advances or invitations;
- non-verbal behavior such as staring, leering, or gestures;
- ridiculing or demeaning comments;
- innuendos or veiled threats;
- intentionally excluding someone from normal conversations and making them feel unwelcome;
- displaying or sharing offensive images such as posters, videos, photos, cartoons, screensavers, emails, or drawings that are derogatory or sexual outside of an appropriate context;
- offensive comments about appearance, or other personal or physical characteristics, such as sexually charged comments or comments on someone’s physical disability;
- unnecessary or unwanted bodily contact such as groping or massaging, blocking normal movement, or physically interfering with the activities of another individual;
- threats or demands that a person submit to sexual requests as a condition of continued membership or participation with the community or to avoid some other loss and offers of something of value in return for sexual favors.
This list of examples is not exhaustive, and there may be other behaviors that constitute unacceptable harassment under the Policy.
“I was joking” or “I didn’t mean it that way” are not defenses to allegations of harassment. Nor is being under the influence of alcohol or other substances. This Policy applies to conduct at our community center and HSGP-related social events.
Section 2 Sexual Harassment.
Sexual harassment, which is harassment specifically based on sex, can take two forms:
Hostile Environment: Conduct that has the purpose or effect of unreasonably interfering with a member or guest’s ability to be engaged with the HSGP community, or creating an intimidating, hostile, or contextually inappropriate offensive environment; and
Quid Pro Quo Harassment: Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature when submission to such conduct is made either explicitly or implicitly a term or condition of a member or guest’s ability to be a part of the HSGP community, or when submission to or rejection of such conduct by an member or guest is used as the basis for decisions affecting that member or guest (e.g. Offering a position on a committee, a leadership role, or speaking opportunity in exchange for a date).
Sexual harassment can happen regardless of the individual’s gender, gender identity, or gender expression and can, for example, occur between same-sex individuals as well as between opposite-sex individuals, and does not require that the harassing conduct be motivated by sexual desire.
Section 3 Bullying.
HSGP does not tolerate abusive conduct, bullying or other intimidating or aggressive behavior among members or guests or others covered by this Policy, whether or not it is based on a protected category. If a member or guest is found to be mistreating others, the Board of HSGP will take appropriate action to stop the behavior. If you would like to report behavior that you believe is bullying, you may use the same reporting procedures outlined below.
Section 4 Reporting Procedures.
We want to do all we can to ensure that we have a safe and friendly community.
Members or guests at HSGP are asked to promptly report any violation or suspected violation of this Policy. Any member or guest who believes that they have been harassed, or have witnessed or heard about a potential violation of this Policy, should report the conduct so that the Board of HSGP can take steps to remedy any violations of the Policy.
If you suspect harassment, discrimination, or retaliation occurred, you are to promptly provide a written or oral complaint to an HSGP Board Member. When possible, a complaint should include details of the incident or incidents, names of individuals involved, and names of any witnesses. As soon as reasonably possible, HSGP will investigate any allegations and take appropriate remedial action.
We will keep all complaints confidential to the extent possible while still fulfilling our obligation to investigate and end any harassing conduct.
Section 5 Investigation Process.
Upon learning of conduct requiring further review, the Board of Directors will conduct a thorough investigation into the matter. If the complaint is made against a Board Member, the conduct will be investigated outside of normal business without the knowledge of the accused board member.
All persons to whom a complaint is made or who learn of a complaint as part of an HSGP investigation must do everything reasonably possible to keep the complaint confidential in order to preserve the integrity of the investigation while it is ongoing, to ensure fairness to all involved, and to protect the privacy of member or guests who have brought complaints or are accused of misconduct.
Member or guests are asked to cooperate and provide truthful information in an investigation.
Nothing in this Policy is to be construed as a guarantee of absolute confidentiality or intended to curtail member or guest rights under the law to discuss harassment. Disclosure of information learned through the complaint process and the investigation will be limited to disclosures that are necessary for HSGP to take prompt action to end harassment or as required by law.
Section 6 Retaliation Prohibited.
We recognize that members or guests may find it difficult to raise complaints about harassment, so we have a policy meant to encourage members or guests to come forward with their concerns without fear of retaliation. It is against HSGP policy for any members or guests to retaliate against another for their participation in the complaint process.
Retaliation is when someone penalizes another person for any of the following:
- Reporting what they believe in good faith to be harassment and/or a violation of this Policy;
- Expressing an intent to report what they believe in good faith to be harassment and/or a violation of this Policy;
- Assisting another member or guest in an effort to report harassment and/or a violation of this Policy; or
- Participating in any investigation under this Policy.
Retaliating against a member or guest who made a complaint or otherwise participates in the investigation process is grounds for cancellation of membership and a request that the perpetrator of the retaliatory behavior not return to our community center or events.
If you have questions about this Policy, please contact an HSGP board member.