BYLAWS OF NATIONAL ORGANIZATIONS FOR YOUTH SAFETY^® (NOYS^®)

ARTICLE I.   DIRECTORS
 
SECTION 1.  General Powers.  The property, business and affairs of the Corporation shall be managed by its Board of Directors in accordance with these Bylaws and the purposes of the Corporation.
 
SECTION 2.  Number and Qualifications.  The number of Directors shall be up to twenty-one who shall be elected by the Directors then in office.  Directors must be active individual NOYS^®’ organization members, or affiliated with NOYS^® members that are entities, in good standing.   The Board shall include up to four positions for youth serving as official youth representatives of youth serving member organizations in good standing.  The Executive Director shall be an ex officio non-voting member of the Board of Directors
 
SECTION 3.  Term of Office; Classes; Nominations.  The term of office for Directors shall be for one, two, or three years as determined by the Board or until a successor shall have been elected.  Directors may succeed themselves without limitation.  Directors shall be assigned in approximately equal numbers to two or three year initial terms. The Directors shall have a process by which members can nominate candidates for the Board.
                       
SECTION 4.  Vacancies.  Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.
                       
SECTION 5.  Quorum.  A majority of the Directors then in office shall constitute a quorum for the transaction of any business, except that if the number of Directors then in office is six or less, then three Directors shall constitute a quorum.  If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained.
                       
SECTION 6.  Meetings.  Regular meetings of the Board of Directors shall be held at such place as may from time to time be fixed by resolution of the Board without further notice, or as may be specified in a notice of the meeting.  Special meetings may be called at any time by the President or by written request signed by three Directors and submitted to the Secretary, provided written notice is duly served on, sent by mail, or e-mailed or faxed with a follow up confirmatory phone call, to each Director not less than two days before such meeting.  Meetings may be held at any time without notice if all the Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing.
 
SECTION 7.  Compensation.  No Director shall receive any compensation for service in such capacity, except that the Board may by resolution provide for the reimbursement of actual travel, lodging, and reasonable, organization-related out-of-pocket expenses incurred in the performance of the duties of Director, to the extent provided by such resolution.
 
SECTION 8.  Removal. A Director or an Officer may be removed from office, with or without cause, upon a vote of a majority of the Directors then in office to remove him or her from office, whenever in the Directors’ judgment the best interest of the Corporation would be served thereby,  provided that all the Directors have at least 21 days’ notice of the proposed removal and the Director at issue has an opportunity personally to address the Board.
 
                                                                             
 
ARTICLE II.   MANNER OF ACTING.
SECTION 1.  Manner of Acting.  While the Board may strive for consensus decision-making, a majority of the votes cast on a matter where a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these Bylaws. 
                       
SECTION 2.  Alternative Action.  Any action required by law to be taken at a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of those entitled to vote with respect to the subject matter thereof. 
 
SECTION 3.  Meetings Held In Whole or Part Through the Use of Telecommunications.  Any one or more Directors or members of a committee may participate in a meeting of the Board or committee by means of a conference telephone or other telecommunications device which allows all persons participating in the meeting to hear each other and such participation in a meeting shall be deemed presence in person at such meeting.  As the law permits, the Board may vote via e-mail or regular mail ballots, and the organization shall be able to conduct meetings in written form where the words are transmitted to all participants (as may be accomplished through the use of a telephone or computer conference).
 
                                                       ARTICLE III.   OFFICERS.
 
SECTION 1.  Officers.  The officers of the Corporation shall be a: President, Secretary, and Treasurer, and an office of Vice President and such other subordinate officers as the Board of Directors may from time to time appoint or authorize the President to appoint.
                       
SECTION 2.  Election.  The Board of Directors shall on or about the Board's Annual Meeting, elect from amongst themselves a President, Vice-President, Secretary, and Treasurer.
 
SECTION 3.  Term and Vacancies.  The term of office of any Officer shall be one year but shall not terminate until: (a) the installation of a successor; (b) the effective date of his or her resignation submitted in writing to the Secretary of the Board of Directors; (c) upon his or her death; or, (d) upon removal from Office in accordance with the provisions of these Bylaws.  Any vacancy among such officers shall be filled by majority vote of the remaining members of the Board of Directors, except that the Vice President shall fill a vacancy in the Presidency.  There shall be no term limit restriction on who can serve as Officers.
 
SECTION 4.  President.  The President shall: oversee implementation of all decisions of the Board of Directors; chair the Board of Director and Executive Committee meetings; shall be an exofficio voting member of all committees; act as the Board’s representative in overseeing the Executive Director; and shall have such other duties and powers as the Board of Directors may from time to time prescribe or authorize.
 
SECTION 5.  Vice-President. The Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate, and shall act as President in the President's absence.
                       
SECTION 6.  Secretary.  The Secretary shall oversee a process for keeping the minutes of all meetings of the Board including all votes and resolutions adopted and shall record all such documents and records in a book kept for that purpose.  The Secretary shall oversee the process for issuing notices of all meetings, filing of all reports required by governmental authorities, and performing such other functions and duties as the Board may from time to time prescribe.
 
SECTION 7.  Treasurer.  The Treasurer shall oversee the custody of all funds, securities and assets of the Corporation.  He or she shall oversee the keeping of a full and accurate account of the Corporation's receipts and disbursements, and oversee the deposit of all monies and other assets in the name of the Corporation in such depositories or through such fiscal agents as the Board may from time to time prescribe.  The Treasurer shall oversee the disbursement of the funds and assets of the Corporation as ordered by the Board of Directors, and shall provide an accounting of all transactions as requested prior to each meeting of the Board.  The Board of Directors may appoint and empower such Assistant Treasurers as shall be required to carry out the purpose of this section. The Treasurer shall furnish the Board with an operating and financial report at each regular and special meeting thereof.  
 
SECTION 8. Other Officers.  The duties and terms of office of any other officers or assistant officers appointed pursuant to this Article shall be specified by the Board of Directors or by the President if so authorized by the Board of Directors.
                       
SECTION 9. Executive Director.  The Board may upon majority vote appoint and employ an Executive Director, who shall direct and execute all decisions of the Board of Directors, shall handle all day-to-day matters and duties for the operation of the Corporation, and shall be an ex officio non-voting member of the Board of Directors.  The foregoing duties shall include, but not be limited to, the hiring and discharge of employees to fill such positions as the Board may from time to time authorize; the execution of contracts or other instruments on behalf of the Corporation as the Board may authorize; and the signing of checks, drafts or other orders for payment of money provided that the Board may, by resolution, provide that such checks, drafts or other orders for payment above such amount as may be specified in the resolution shall require the countersignature of one or more specified officers of the Corporation.
                       
SECTION 10.  Surety.  The Board of Directors may require the Executive Director, Treasurer or any other officer or assistant officer to furnish such surety as it may from time to time determine.
 
SECTION 11.  Compensation of Officers.  Officers may be paid such reasonable compensation as the Board of Directors may from time to time authorize and direct, except that no officer who is a member of the Board may receive any compensation for services rendered in his or her capacity as a Director except as otherwise provided in these Bylaws.
 
SECTION 12.  Removal. Any elected Officer may be removed from office, with or without cause, upon a vote of a majority of the Directors then in office to remove him or her from the Officer position, whenever in the Directors’ judgment the best interest of the Corporation would be served thereby, provided that all the Directors have at least ten days’ notice of the proposed removal and the Officer at issue has an opportunity personally to address the Board prior to the removal vote. Any Officer appointed by the President may be removed by the President.
  ARTICLE IV.  MEMBERSHIP
SECTION 1.  General Rights and Powers.  Members shall not have voting rights.  Except as may otherwise be provided by law, the Articles of Incorporation, or by these Bylaws, the number, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension, and expulsion of members shall be determined by the Board of Directors.  Any right of members to title or interest in or to the Corporation, its properties and franchises, shall cease and divest upon termination of membership, except that the liability of a member for sums due the Corporation shall survive such termination unless otherwise expressly provided by the Board of Directors.
 
SECTION 2.   Rules of Eligibility. In order to be eligible for membership in NOYS, an individual, organization or agency must:
(a)     Fall within one of the categories of membership;
(b)    Be national in scope;
(c)     Have a mission consistent with the mission of NOYS as determined by the NOYS Board of Directors; and,
(d)    Complete an application for membership
 
SECTION 3.   Categories of Membership and Representatives.  Membership shall be open to individuals and entities interested in and supportive of the purposes of the Corporation that timely remit applicable dues within the following classes of membership as established by the Board.  Membership and all attendant rights shall cease in the event of nonpayment of dues, unless the Board acts otherwise.
 
(a)     Youth Participating Organization – a YPO will be represented at meetings by one adult in an executive position on the governing body or in the top management of the organization and up to two Youth Delegates.  Each Youth Delegate shall be appointed for a term of at least one year, and shall regularly attend meetings.  In emergencies, the organization may appoint an alternate delegate.
(b)    Youth Serving Organization – a YSO will be represented by one adult in an executive position on the governing body or in the top management of the organization.
 
(c)     Federal government agency  – a government agency or subdivision of a government agency will be represented by an individual who serves in a position with significant responsibility for youth services and programming.  Federal government agencies will serve in a advisory capacity offering technical assistance and will have those benefits and responsibilities of membership that are consistent with their government status.
 
(d)    AlumNOYS – Youth Delegates whose terms have expired and who have regularly attended meetings and participated in NOYS activities are eligible to apply for AlumNOYS status.  AlumNOYS may be elected to the Board and/or appointed to serve on NOYS committees and are otherwise entitled to the benefits and privileges of membership.
 
SECTION 4.  Benefits and Privileges of Membership.
(a)     Planned opportunities for networking and education with other NOYS partners
(b)    Participation in youth leadership development training
(c)     Professional development opportunities for adults
(d)    Opportunity to serve on the Board of Directors or other committees to determine direction of organization
(e)     Opportunity to provide leadership and direction on issues of importance to your home organization
(f)     Access to and participation in NOYS listserv and on the NOYS mailing list
(g)    Highlighting on the NOYS Web site, including organization information and linkage between NOYS Web site and the organization’s Web site
(h)    Opportunity to apply for grants from NOYS
(i)      Access to NOYS programs and materials, with the opportunity to co-brand materials with NOYS and other participating organizations
(j)      Public relations opportunities in conjunction with NOYS initiatives and press releases
(k)    Opportunities for NOYS youth representatives to present at members’ conferences
(l)                  Members do not have the right to elect Directors but the Directors may consult the membership on various issues, for which the members may use postal votes, telephone ballots, and/or e-mail voting to cast their advisory votes.
 
SECTION 5.   Responsibilities of Membership.
(a)     Designation of the appropriate level and number of delegate(s) to represent the organization
(b)    Regular attendance by delegates at a majority of NOYS meetings
(c)     Consistency in representation by adult and youth representatives throughout the year.  Substitutes may attend in emergency circumstances.
(d)    Service on standing or ad hoc committees
(e)     Maintenance of up-to-date information about the home organization; responsiveness to NOYS requests for information
(f)     Communication within home organization about NOYS initiatives
(g)    Participation in NOYS initiatives
(h)    Communication to NOYS about home organization participation in NOYS initiatives
(i)      Advocacy for NOYS in appropriate forums
(j)      Payment of annual dues, as established by the Board
(k)    Submission of an annual activity report prepared by the Membership Committee
 
 
SECTION 6.   Process for Becoming a Member of NOYS; Term.
An organization, agency or individual who is eligible for membership may complete a Membership Application.  The Membership Committee will review each application and present a recommendation for action on the application to the Board of Directors.  The term of membership for an organization will be one year, renewable annually consistent with the fiscal year.
 
SECTION 7.   Removal as Member.
An organization that has failed to comply with the responsibilities of membership may be subject to review by the Membership Committee and Board to determine the continuing status of its membership.  If at any time a member brings discredit to NOYS or the mission of NOYS, the Board may remove the member.
 
SECTION 8.   Business, Industry Group and Foundation Membership.
 
The Board may accept at its discretion members of businesses, industry groups and foundations who have interests and resources beneficial to the work of NOYS.  Business, Industry Group and Foundation Members shall represent groups whose mission is consistent with the NOYS mission and who do not engage in activities inconsistent with the NOYS mission.  Business, Industry Group and Foundation Members will make an annual contribution to be set by the Board.  NOYS provides these businesses, industry groups and foundations opportunities to support the mission of NOYS. 
 
Benefits of this category of membership include:
Attendance at NOYS meetings
Exhibit of materials at NOYS meetings
Sharing of business and organization materials with NOYS member organizations or subgroups
 
SECTION 9.  Strategic Supporter
 
Organizations otherwise eligible for membership under Section 2 may apply to be a Strategic Supporter.  Strategic Supporters are not members but have the following benefits and responsibilities:
 
Benefits and Privileges:
 
(m) Planned opportunities for networking and education with other NOYS partners
(n)    Opportunity to provide leadership and direction on issues of importance to your organization
(o)    Access to and participation in NOYS listserv and on the NOYS mailing list
(p)    Highlighting on the NOYS Web site, including organization information and linkage between NOYS Web site and the organization’s Web site
(q)    Access to NOYS programs and materials, with the opportunity to co-brand materials with NOYS and other participating organizations
(r)      Public relations opportunities in conjunction with NOYS initiatives and press releases
(s)     Opportunities for NOYS youth representatives to present at members’ conferences
 
Responsibilities:
 
(l)      Designation of a contact person to represent the organization
(m) Maintenance of up-to-date information about the home organization; responsiveness to NOYS requests for information
(n)    Communication within home organization about NOYS initiatives
(o)    Participation in NOYS initiatives
(p)    Communication to NOYS about home organization participation in NOYS initiatives
(q)    Advocacy for NOYS in appropriate forums
(r)      Payment of annual dues, as established by the Board
 
 
 
ARTICLE V.   COMMITTEES
 
SECTION 1.  Committees of Directors.  The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees and their members.  Each committee shall consist of two or more Directors, which Committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Corporation, except that no such committee shall have the authority of the Board in reference to: amending, altering, or repealing the Articles of Incorporation or Bylaws; electing, appointing or removing any member of any committee or any Director or officer of the Corporation; adopting a plan of merger, dissolution, consolidation, or approving the sale, exchange, mortgage, or distribution of all or substantially all of the property and assets of the Corporation; revoking proceedings for dissolution; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed thereon by law.
 
SECTION 2.  Executive Committee.  The Board of Directors may, in its discretion, by resolution adopted by a majority of the whole Board, constitute a general Executive Committee for the Board, appoint the members thereof, and specify its authority and responsibility.  Such committee shall be composed of not fewer than three members of the Board of Directors who shall serve at the pleasure of the Board.  The Executive Committee shall have such powers and shall perform such duties as the Board may delegate to it in writing from time to time, including the immediate oversight in management of the business affairs of the Corporation.  The Executive Committee shall be organized and shall perform its functions as directed by the Board and shall report periodically to the Board.  Any action duly taken by the Executive Committee within the course and scope of its authority shall be binding upon the Corporation.  The Executive Committee may be abolished at any time by the vote of a majority of the whole Board of Directors, and during the course of the committee's existence, the membership thereof may be increased or decreased and the authority and duties of the Committee changed as the Board of Directors deems appropriate.  When in use, the Executive Committee shall consist of the Officers and two Directors elected for the duration of their then current term of Director service to the Committee by the Board.  Directors shall be eligible for elected Executive Committee service without term limits.  The Executive Director shall be an ex officio non-voting member of the Executive Committee.
 
SECTION 3.  Other Committees.  Other Committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be appointed in such manner as may be designated by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee need not be Directors of the Corporation, and the President of the Corporation shall appoint the members thereof, and may remove any such member whenever in his or her judgment the best interest of the Corporation shall be served by such removal.
                       
SECTION 4.  Term of Office.  Each member of a committee shall continue as long as the committee exists unless such member shall resign and serve until a successor is appointed, unless such member be removed from such committee, or cease to qualify as a member thereof.
 
SECTION 5.  Chair.  One member of each committee shall be appointed Chair by the President of the Corporation except as otherwise provided in these Bylaws.
 
SECTION 6.  Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
 
SECTION 7.  Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
 
                                   ARTICLE VI.  MISCELLANEOUS PROVISIONS
 
SECTION 1.  Indemnification.  Every person who is or shall be or shall have been a Director or officer of the corporation and his or her personal representatives shall be indemnified by the corporation against all costs and expenses actually and necessarily incurred by or imposed upon him or her in connection with the defense of any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a director or officer of the corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty.  "Costs and expenses" shall include, but without limiting the generality thereof, attorney's fees, damages and reasonable amounts paid in settlement.
 
SECTION 2.  Fiscal Year.  The fiscal year shall be established by Board resolution.
                       
SECTION 3.  Corporate Seal.  The official seal of the Corporation shall have inscribed thereon the name of the Corporation and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine.  The official seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing, or affixing or causing to be printed, engraved, stamped, or otherwise made, placed or affixed upon any paper or document, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal.
                       
SECTION 4.  Amendment.  These Bylaws may be amended or repealed or new Bylaws adopted upon the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board provided that a description, summary, or the actual text of such proposed change is included with the notice of the meeting delivered at least five days prior to the vote, unless notice is waived by unanimous agreement of the Board.
 
SECTION 5.  Dissolution.  The Corporation may be dissolved and its assets and liabilities liquidated in such manner as the Board of Directors shall resolve provided that such dissolution and liquidation shall be in accordance with the Articles of Incorporation and such laws and regulations as may be applicable thereto.
 
SECTION 6.   Advisory Board.  The Corporation may establish an Advisory Board, without governing power or authority, to serve as a resource at the direction and pleasure of the Board of Directors by providing advice, assistance, expertise, and support to the Board of Directors for the advancement and promotion of the mission of the Corporation.  The Board of Directors may appoint a Chair of the Advisory Board who may be authorized to serve as an ex officio, non-voting member of the Board of Directors.