BYLAWS OF THE STEERING COMMITTEE OF WAYNE COUNTY YOUNG ADULT PROFESSIONALS

(A signed copy is made a part of the record book for the entity and available upon request.)

ARTICLE 1. NAME AND PURPOSE

1.1 Name. The name of this organization shall be the Wayne County Young Adult Professionals (commonly known as “YAP”).

1.2 Purpose. The purpose of YAP is to link the resources and opportunities of Wayne
County’s young adult professionals for the purpose of supporting the growth, advancement, and success of the future leaders of our community.

ARTICLE 2. MEMBERSHIP

2.1 Eligibility. All persons who reside in and have employment within Wayne County, Union County, Randolph County, and Henry County, Indiana, as well as Preble County, Ohio, not over thirty-nine (39) years of age, are eligible for membership in YAP. Also, any resident or employee of the aforementioned counties believing him or herself to be “young at heart” and determined to assist with the success of area young adult professionals will be eligible for membership in YAP, no matter his or her age (i.e., that person may be over 39 years of age).

2.2 Dues. The YAP Steering Committee will establish the amount of annual dues for YAP members and said dues amount shall be implemented upon a majority vote in favor of the proposed dues amount at the annual meeting. Prior to the vote on a proposed annual dues amount, the Steering Committee shall tender to members of YAP, at least sixty (60) days prior to the annual meeting, the proposed dues amount. Thereafter, the Steering Committee shall receive and review comments on the proposed dues amount from YAP members.

2.3 Termination of Membership. Membership in YAP will terminate automatically upon one (1) or more of the following circumstances: (1) upon any member’s failure to pay YAP dues; and (2) upon any member’s lack of substantial involvement in YAP activities.

ARTICLE 3. YAP STEERING COMMITTEE

3.1 Composition. The Steering Committee of YAP (hereinafter referred to as “Steering
Committee”) will consist of at least ten (10), but not more than fifteen (15), voting members, and an unlimited number of non-voting Liaison members. The voting members of the Steering Committee will be composed of the following: YAP officers, Counsel to the Chair, at-large members, and Past-Chairs of YAP who are still members in good standing of YAP.

3.2 Duties of the Steering Committee.

3.2.1 The Steering Committee will have general supervision and control of the affairs of YAP.

3.2.2 The Steering Committee may review the performance and involvement of the Steering Committee members and have the power to remove any member of the Steering Committee for the following reasons:

• a. Non-attendance at meetings without proper notification and reason, and/or
• b. Lack of substantial involvement in programs of YAP.

It is recognized that the above are subjective factors. Therefore, removal of a Steering
Committee member may occur only after a two-thirds (2/3rds) vote of the voting members of the Steering Committee present and voting in favor of removal.

3.3 Election and Appointment of Steering Committee Members.

3.3.1 Officers. Each officer of YAP will serve as a member of the Steering Committee for so long as he or she will occupy such office.

3.3.2 At-large Members. There shall be up to fifteen (15) members at-large each elected for a three (3) year term by the membership of the YAP. The term of membership shall be renewable once, such that an at-large member may actually serve for a period of six (6) years uninterrupted. At the close of any at-large member’s second term of membership, that person shall be permitted to be re-elected to an at-large membership position of the Steering Committee upon his or her remission from such position for a period of one (1) year.

3.3.3 Counsel to the Chair. The Chair each year may appoint a counsel to the Chair to give advice and counsel to the Chair as requested. Such person is a voting member of the Committee.

3.3.4 Vacancies. A vacancy in an elected position on the Steering Committee will be filled by interim appointment by a majority vote of the remaining Steering Committee members until the next annual meeting at which the position is eligible for election. A vacancy in an appointed position on the Steering Committee will be filled by interim appointment by the appointing person or body to complete the vacated term.

3.4 Eligibility of Committee Members. In order to be eligible for election or appointment as a voting member of the Steering Committee, a person must be a member of YAP in good standing. Membership of a voting member on the Steering Committee will terminate automatically upon loss of YAP membership in good standing. Non-voting “liaison” members need not be YAP members in good standing.

3.5. Past Chairs. All Past YAP Chairs are ex-officio members of the Steering Committee as long as they remain members of YAP in good standing.

ARTICLE 4. OFFICERS

4.1 Officers. The officers of YAP will be Chair, Chair-Elect, and Secretary-Treasurer.

4.2 Duties of Officers.

4.2.1. YAP Chair. The Chair will serve in office from the close of the Annual Meeting at which he or she assumes office until the close of the Annual Meeting occurring at the end of his or her term. He or she will preside at all meetings of the Steering Committee and will perform such other duties and acts usually pertaining to this office. He or she will prepare a report of the activities of YAP for the past year for presentation at the Annual Meeting of that YAP Steering Committee and for submission to the governing board of Wayne County Vision.

4.2.2. Chair-Elect. The Chair-Elect will serve in office from the close of the Annual Meeting at which he or she assumes office until the close of the Annual Meeting occurring at the end of his or her term. The Chair-Elect will perform the duties of the Chair in the absence of the Chair, and will perform such duties as may be assigned to him or her by the Chair. He or she will succeed automatically to the office of Chair.

4.2.3. Secretary-Treasurer. The Secretary-Treasurer will serve in office from the close of the Annual Meeting at which he or she assumes office until the close of the Annual Meeting occurring at the end of his or her term. The Secretary-Treasurer will keep a true record of the proceedings of all meetings, give notice of all meetings and will be the custodian of all books, papers, documents and other property of YAP. He or she will supervise the handling of all YAP funds in accordance with the procedures established by the Steering Committee and shall report on the same at each regular meeting of the Steering Committee in order for the Steering Committee to keep accurate and current records of all funds of YAP.

4.3 Terms of Office. The Chair, Chair-Elect and Secretary-Treasurer will serve a two (2) year term beginning with the close of the Annual Meeting at which he or she assumes office and ending at the close of the Annual Meeting occurring at the close of his or her term.

4.4 Eligibility of Officers. In order to be eligible for election as any officer of YAP, a person must be a member of YAP in good standing and must have been actively involved in YAP activities for a minimum of two (2) full years prior to election.

ARTICLE 5. ELECTIONS

5.1 Nominating Committee. The Chair of YAP will appoint a nominating committee consisting of five (5) members. The Chair-Elect will serve as Chair of the Nominating Committee.

5.2 Duty of the Nominating Committee. The Nominating Committee will submit not later than forty-five (45) days prior to the Annual Meeting a list of nominees for the offices of Chair-Elect, Secretary-Treasurer and the other elected members of the Steering Committee, if any. The Chair will arrange for the publication of these nominees to all members of YAP at least thirty (30) days prior to the Annual Meeting.

5.3 Additional Nominees. Additional nominees for any office may be submitted by petition containing the signatures of at least ten (10) members in good standing. Additional nominees for the Steering Committee may be submitted by petition containing the signatures of at least five (5) members in good standing. These petitions must be received by the Secretary-Treasurer not later than twenty (20) days prior to the next Annual Meeting.

5.4 Report of the Nominating Committee. The Chair of the Nominating Committee will report all nominees for the Officers and the Steering Committee at the Annual Meeting. There will be no nominations from the floor at the Annual Meeting.

5.5 Ballot. The quorum at the Annual Meeting may approve the Nominating Committee’s report and this will constitute election of the nominees who are not contested. Where Offices and Council memberships are contested, a majority vote of the quorum will be sufficient for election.

ARTICLE 6. MEETINGS

6.1 Annual Meeting. The Annual Meeting of YAP will be held on the third Tuesday of the first month of each calendar year. At that meeting, reports of officers and committees will be delivered, and officers and Steering Committee members of YAP will be elected.

6.2 Regular Meetings. Regular meetings of the Steering Committee will occur on the third Tuesday of each month during the calendar year, with the exception of the first month of the calendar year, as the meeting of that month shall be the Annual Meeting. The regular meeting shall commence at 12:00 p.m., and shall be closed by the Chair as close as possible to 1:00 p.m. The agenda of the regular meeting shall include a presentation of the minutes of the previous regular meeting and of any meetings held in the interim. It shall also include committee reports and information needed for Steering Committee action upon old and new business, and for keeping the Steering Committee informed about the financial information of YAP.

6.3 Special Meetings. Special meetings may be called by the Chair or by a majority of the Steering Committee and will be called by the Secretary-Treasurer on request of five (5) members in writing. The time and place of special meetings, and the purpose thereof, will be announced at least one (1) week in advance.

6.4 Quorum. At all meetings, the members of YAP present will constitute a quorum for the transaction of business. The latest edition of Robert’s Rule of Order will govern the
proceedings.

ARTICLE 7. COMMITTEES OTHER THAN NOMINATING

7.1 Executive Committee. The Executive Committee shall consist of the officers of YAP and shall have such duties and powers as the Steering Committee may delegate to it from time to time. Such Executive Committee shall keep regular minutes of its meetings, and shall cause them to be reported to the Steering Committee at or prior to the next meeting of said Steering Committee. The Steering Committee may at any time dissolve such Executive Committee or remove any of its members with cause.

7.2 Special Committees. The Chair may appoint special committees and define their duties.

ARTICLE 8. AMENDMENTS

These Bylaws may be amended at any meeting of YAP by a two-thirds (2/3rds) vote of the members of YAP present and voting, provided, that notice of the substance of the proposed amendments will have been mailed to all members of YAP at least two (2) weeks before the meeting.

THESE BYLAWS ADOPTED AT A MEETING OF THE STEERING COMMITTEE OF YAP ON THE 15th DAY OF MAY, 2007.