1.1) Registered Office. The city, town or other community in which the registered office of this corporation is located in the state of Minnesota shall be as set forth in the Articles of Incorporation of this corporation.
1.2) Other Offices. This corporation may have such other offices within or without the state of Minnesota as the Directors may from time to time determine.
2.1) Eligibility. Any natural person over the age of eighteen may upon approval of his or her application be accepted into membership on terms established by the Board of Directors be accepted into membership on terms established by the Board of Directors. This association will not discriminate on social or political grounds, on the grounds of race, creed, age, sex, handicap, sexual preference or marital status.
2.2) Application. Any applicant eligible for and desiring admission for Membership shall file a written application for admission in whatever form, requiring whatever information, and requiring any supporting documents the Board of Directors shall prescribe.
2.3) Acceptance of members. Application for membership will be reviewed by a person or persons authorized to do so by the Board of Directors. The application shall be accepted unless rejected in writing within 30 days. Upon acceptance, members are required to pay a non-refundable membership fee set by the Board of Directors in the “Dues Schedule”
2.4) Documents to Members. Each new member shall receive a copy of the Articles of Incorporation, Bylaws, Code of Conduct, and Shop Rules.
2.5) Membership Rights. Each member shall have one vote in the affairs of the corporation.
2.6) Membership Dues. Members must pay monthly dues as set forth in the “Dues Schedule”
2.6) Termination. Membership may be terminated by in any of the following ways:
- voluntarily by a member upon notice to the association;
- automatically if a member shall die, cease to exist, or fail to patronize the association for a period of one (1) year
- automatically for failure to pay monthly dues after a grace period set forth in the Dues Schedule.
- automatically for failure to pay past due debts to the association; and
- by the Board of Directors for cause, including but not limited to willful violation of the bylaws, Code of Conduct or Shop Rules, after an opportunity by the member to address the board if requested by the member prior to the termination.
a) Annual meeting. The annual meeting of the members shall be held in the territory served by the association every year within four months after the date of the close of the fiscal year at such date and time as may be determined by the Board of Directors.
b) Notice of meeting. Notice shall be given by the secretary of all meetings of the members by publication in a legal newspaper published in the county of the principal place of business of the association, or by publication in a house newsletter, regularly published by or on behalf of the association and circulated generally amongst its members, or by mailing a notice thereof to each member at his, her or its last known address, at least fifteen (15) days before the date of the meeting. The Secretary shall document compliance of this provision by preparing a copy of the notice given to members with proof of the mailing or publication attached. The failure of any member to receive any such notice of the annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such annual or special meeting.
c) Special meetings. The president shall cause a special meeting of the members to be called upon a written petition of at least twenty percent (20%) of the members, or upon a majority vote of the Board of Directors. If the special meeting is called by a member petition, the notice of the time, place and purpose of the special meeting shall be issued within ten (10) days from the receipt of the petition by the president, and the special meeting shall be held within thirty (30) days from the receipt of the petition by the president. No business shall be considered at the special meeting except as has been mentioned in the call and included in the notice of the meeting.
d) Voting. There shall be no proxy voting.
e) Presiding officer. The president or his or her designee from the Board of Directors shall preside at all meetings of the members.
f) Quorum. At any regular or special meeting of the members, a quorum necessary for the transaction of business shall be at least ten (10) members, or not less than thirty (30%) percent of the total number of members which ever is less. Only members in actual attendance at the meeting shall count towards a quorum.
3.1) Number. The number of Directors shall not be less than 5 and no more than 13. The Board of Directors shall set the exact number of Directors within these limits.
3.2) Terms. The Directors shall be elected to serve three year terms, not to exceed two consecutive terms in office, or until their successors shall be elected and duly provided by the Bylaws of this corporation. The terms of the Directors shall be staggered, such that approximately one-third of their terms expire each year. Directors’ terms shall begin the first day of the fiscal year immediately following the fiscal year during which said Directors were elected, and shall expire on the last day of the third year following said election.
3.3) Powers. The powers of the Directors shall be as set forth in the Articles of Incoporation of this corporation.
3.4) Election. During the last quarter of each fiscal year of the corporation, the Board of Directors shall elect Directors to replace those whose terms shall expire at the end of the fiscal year. This election may take place during a regular meeting of the Board of Directors, called in accordance with the provisions of these Bylaws. New Directors will be elected by a majority of Directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
3.5) Removal. Any Director may be removed from office, with or without cause or for absence from five (5) total or three (3) consecutive Directors’ meetings in one fiscal year, , upon the vote of a majority of the Directors present at a duly held meeting, provided there is a quorum, and provided that the notice of the meeting at which removal is to be considered states such purpose.
a) A petition to remove one member of the Board of Directors signed by more than two thirds (2/3) of the membership within one (1) calender month shall force the removal of that person from the board.
3.6) Vacancies. A vacancy or vacancies of the Board of Directors occurring for any reason other than an increase in the authorized number of Directors may be filled by a majority of the Directors present at a duly held meeting, provided there is a quorum. Each Director so elected shall hold office for the unexpired portion of the term such Director was elected to fill, or until such Director’s successor is elected and qualified.
3.7) Meetings of Directors. a) Annual Meeting. . The there shall be no annual meeting.
b) Regular Meetings. Regular meetings of the Board of Directors will be held at such times and places as the President of the Board may designate, provided that a minimum of six (6) regular meetings of the Directors be held each fiscal year.
c) Special Meetings of the Board of Directors. Special meetings of the Board of Directors for any purpose or purposes shall be held whenever called by the President of the Board, or if the President is absent or is unable or refuses to act, by the Vice President or by any three (3) Directors.
d) Notice of Meetings of the Board of Directors. Notice of any meeting of the Board of Directors, in each case specifying the place, date and hour of the meeting, shall be given to each Director by delivering notice, orally or in writing, not less than five (5) nor more than thirty (30) days before the time set for such meeting, excluding the day of the meeting.
e) Quorum. A majority of the number of Directors fixed pursuant to the Bylaws of the corporation shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act or decision of the Board of Directors, unless the act of a greater proportion is required by law, the Articles of Incorporation or these Bylaws.
3.8) Director Compensation. No Director may receive compensation for his or her service as Director. However, nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity, or receiving reasonable compensation therefore.
3.9) Director Conflict of Interest. No contract or other transaction between the corporation and one or more of its Directors, or between the corporation and any other corporation, firm, association, or entity in which one or more of the Directors are directors or officers or have a material financial interest, shall be entered into by the corporation, unless the fact of such relationship or interest is disclosed to the Board of Directors. The Board of Directors must approve such contractor transaction by a vote sufficient for the purpose without counting the votes of such interested Directors. Interested Directors shall not be counted in determining the presence of a quorum at a meeting of the Board which authorizes, approves, or ratifies such a contract or transaction.
4.1) Officers. The Officers of the corporation shall include a President, Vice President, Secretary, Treasurer, Development Coordinator, and any other officers the Board of Directors may designate from time to time.
4.2) Election. The Officers of the corporation shall be elected annually by a majority of the Directors present at the Board’s first meeting in each fiscal year, provided there is a quorum. Each Officer shall hold office for a period of one year, not to exceed six (6) successive terms, or until such Officer’s successor shall have been duly elected and qualified. Only Directors may be elected and serve as Officers. Election as an Officer shall not of itself create contract rights.
4.3) Removal of officers. Any Officer may be removed from office by a majority vote of the Board of Directors present at a duly held meeting, provided there is a quorum, whenever in their judgment the best interests of the corporation will be served thereby.
4.4) Vacancies. A vacancy occurring in any office, for any other reason, may be filled for the unexpired portion of the term of said office by a majority vote of the Directors present at a duly held meeting, provided there is a quorum.
4.5) Duties of the Officers. a) President The President shall preside at all meetings of the corporation, shall appoint all committees, shall arrange all meetings of the corporation, and shall perform such other duties as may be necessary. The President may from time to time direct other Directors or agents of the corporation to carry out his or her duties.
b) Vice President. In absence of the President, the Vice President shall serve in his or her stead. In case of the resignation, removal, permanent incapacity or death of the President, the Vice President shall serve in his or her stead until the office of President is filled according to these Bylaws.
c) Secretary. The Secretary shall perform or cause to be performed under his or her direction, the following functions:
- 1) Certify and keep at the principal office of the corporation the original or a copy of its Articles of Incorporation and Bylaws, as amended to date.
- 2) Keep at the principal office of the corporation, or such other place as the Board of Directors may direct, a book of minutes of all the meetings of the Directors of the corporation, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, and the names of those present at the meetings.
- 3) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
- 4) See that the bills, reports, statements and all other documents and records required by law are properly kept and filed.
- 5) Exhibit for inspection upon request the relevant books and records of the corporation to any Director for any proper purpose at any reasonable time.
- 6) In general, perform duties usually incident to the office of Secretary, and such other duties as from time to time may be assigned by the Board of Directors.
d) Treasurer. The Treasurer shall perform, or cause to be performed under his or her direction, the following functions:
- 1) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
- 2) Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, and fund balances.
- 3) Exhibit for inspection upon request the relevant books and records of the corporation to any Director for any proper purpose at any reasonable time.
- 4) Rendter interim statements of the condition of the finances of the corporation to the Board of Director for any proper purpose at any reasonable time.
- 5) Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever.
- 6) In general, perform all the duties usually incident to the office of Treasurer and such other duties as from time to time any be assigned to the Treasurer by the Board of Directors.
e) Development Coordinator. The Development Coordinator shall perform , or cause to be performed under his or her direction, the following functions:
- 1) be responsible for fundraising efforts of the corporation.
- 2) be responsible for membership growth and retention programs and advertising
- 3) be responsible for community outreach and partnership programs.
- 4) keep and maintain appropriate contacts and resources for the corporation related to their other responsibilities.
4.6) Compensation of Officers. The reasonable compensation of the Officers, if any, shall be fixed from time to time by the Board of Directors. No Officers shall be prevented from receiving such compensation by reason of the fact that such Officer is also a Director of the corporation.
5.1) Establishment and Appointment.
The standing Committees of the corporation shall be the Executive Committee. The Directors shall create such additional standing Committees as they shall from time to time deem desirable. The President of the Board of Directors may create such special Committees as he or she shall from time to time deem desirable.
All standing Committees shall keep a record of their proceedings, and a copy of the minutes of their meetings shall be submitted to the Board of Directors. Except as otherwise provided in these bylaws, at the beginning of each fiscal year the President of the Board shall appoint for one-year terms all committee chairs and committee members, subject to the approval of the Board of Directors at its first meeting in each fiscal year.
The chair and all members of the Executive Committee must be Directors of the corporation. All chairs of committees other than the Executive Committee must be Directors of the corporation. Committee members, other than the Executive Committee, need not be Directors of the corporation.
5.2) Executive Committee. Members of the Executive Committee shall be the President of the Board, who shall also be the Committee’s chair, the Vice President, the Secretary, Treasurer, and Development Coordinator. Other Directors may be appointed to the Executive Committee at the discretion of the President. The Executive Committee shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the affairs of the corporation, except action in respect to election of Officers or the filling of vacancies in the Board of Directors. The action of the Executive Committee shall be reported to the Board of Directors at the first possible meeting of the Board of Directors, for approval by the Board. The Executive Committee can not remove members from the Board of Directors.
6.1) Checks and Notes. All check, drafts and promissory notes of the corporation shall be signed by such Officers or agest as may from time to time be designated by resolution of the Board of Directors.
6.2) Fiscal Year. The fiscal year of the corporation shall begin on and end on of each calendar year.
6.3) Amendments to Bylaws. The Bylaws of the corporation may be amended by the Board of Directors at any meeting upon the vote of two-thirds of the Directors then in office, provided that notice of such meeting and of the proposed amendment is given in accordance with these Bylaws.