ARTICLE V: OFFICERS

5.1 Officers. The officers of the League shall be a President, Vice-President, Secretary, Treasurer, and such other officers as the Board of Directors may, from time to time, appoint.

5.2 Duties of Officers. The duties of the officers of the League shall be:

5.2.1 President. The President shall convene and preside at all meetings of the Board of Directors, shall chair the Executive Committee, and shall oversee the long term goals and purposes of the League. The President shall be the Chief Executive Officer of the League, shall be responsible for the day to day operations of the League (i.e., shall supervise, direct, and manage the general affairs of the League), and shall have all of the powers and duties normally belonging to the President, Chief Executive Officer, or Executive Director of a Minnesota nonprofit corporation. He or she shall also perform such other duties as may be determined from time to time by the Board of Directors.

5.2.2 Vice-President. The Vice President shall be responsible for planning the Annual Meeting, and chair committees on special subjects as designated by the board. The Vice- President shall perform such duties as may be determined from time to time by the Board of Directors. The Vice-President shall be vested with all powers of and perform all the duties of the President in the President’s absence or inability to act, but only so long as such absence or inability continues.

5.2.3 Secretary. The Secretary shall be responsible for ensuring that the records of board actions are kept, and for ensuring the proper maintenance of all corporate records. The Secretary, or his/her designee, shall attend all meetings of the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined from time to time by the Board of Directors.

5.2.4 Treasurer. The Treasurer shall have charge and custody of all funds and securities of the League, receiving and keeping the monies of the League, disbursing League funds as authorized, and shall have all of the powers and duties normally belonging to the Treasurer of a Minnesota nonprofit corporation. The Treasurer shall make a financial report, and provide a copy of the current financial statements (i.e., balance sheet and income statement) at each board meeting. The Treasurer shall present an annual financial report for the year ending and a projected budget for the year beginning (with input from the Board and/or the Budget/Finance Committee), at the annual meeting; shall endorse, or cause to be endorsed by a designated agent of the Board, all checks, drafts, notes and other obligations (incoming and outgoing), and shall deposit League funds in financial institution(s) selected by the Board. The treasurer shall chair the budget/finance committee; lead the preparation of the budget; ensure that corporate financial records are maintained and accurate; ensure financial reports are prepared, approved and filed; help develop fundraising plans; and make financial information available to Board Members and the public. The Treasurer shall perform such other duties as may be determined from time to time by the Board of Directors.

5.3 Officers as Members of the Board of Directors. The officers shall be members of the Board of Directors, unless approved otherwise by an unanimous resolution of the Board of Directors.

5.4 Election of Officers. The Nominating Committee shall solicit nominations for Officer candidates from Board Members at or after the first meeting of the Board after the annual member meeting. The Nominating Committee shall send Officer Candidate Profiles to the Board Members at least 10 business days prior to Annual Meeting of the Board (i.e., the second board meeting following the annual member meeting). For any uncontested positions, the Nominating Committee may prepare a slate of candidates for election. Officers shall be elected by the Board of Directors at the Annual Meeting of the Board of Directors (i.e., second regular meeting of the Directors following the League's annual member meeting).

5.5 Terms of Officers.

5.5.1 Terms. The term of office for officers shall be from the date of election until their successor is elected at the next Annual Meeting of the Board of Directors (i.e., second business meeting following the League's annual meeting).

5.5.1 Continuation of Service. Officers shall continue to serve until their successor is elected even if the Officer was not re-elected to the board at the annual member meeting, unless removed pursuant to Section 4.8.

5.5.2 Term Limits. The President and Vice President shall be limited to serving two consecutive full one-year terms in that particular position. Any President and Vice President having served two consecutive full one-year terms may not serve again in that particular position for a minimum of one year.

5.6 Resignation of Officers. An officer may resign at any time by giving written notice of their resignation to the Secretary, or, in the case of the Secretary, to the President, of the League. The resignation is effective without acceptance when notice is given to the League, unless a later effective date is named in the notice.

5.7 Removal of Officers.

5.7.1 Removal. Any officer appointed by the Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given.

5.7.2 Notice. An officer shall be notified in writing by certified mail with return receipt, by the Secretary or designee, of the League’s intent to remove him/her as an officer at least twenty days prior to the meeting at which removal is to be voted upon. Upon removal of an officer, the Secretary or designee shall send written notice of the removal to all Member Commissions in Good Standing, and shall send written notice by certified mail with return receipt to the removed Officer.

5.7.3 Effect. Removal of an officer shall be effective as of the conclusion of the vote unless otherwise provided as part of the vote. Removal as an officer does not constitute removal of that person as a Board Member. To remove a director from the board, the director must be removed pursuant to Section 4.8 of these bylaws.

5.8 Succession and Vacancies.

5.8.1 Succession. The order of succession for the day shall be: President, Vice President, Secretary, Treasurer.

5.8.2 Vacancies.

5.8.2.1 President. In the event of the President's resignation or inability to continue service, the Vice President shall automatically succeed to the office of President, and the position of Vice President shall be declared vacant at the first meeting, and filled pursuant to Section 5.8.2.2.

5.8.2.2 Other. Any other vacancy in an officer’s position due to succession, death, resignation or removal shall be filled by majority vote of the Board of Directors after sufficient notice of the vacancy and opportunity for nominations has been provided.

5.9 Powers and Minutes. The Executive Committee shall set the agenda for the next board meeting, address personnel matters, and make recommendations to the Board regarding any matters coming before the Board. The Executive Committee may not take action on behalf of the Board without a resolution from the Board authorizing such action. The Executive Committee may take action consistent with any plan or policy of the League, and the annual budget line items. Minutes of the Executive Committee meetings shall be provided to the Board no later than either the next Board meeting or within ten days of the Executive Committee meeting. The President shall provide a brief report regarding actions taken by the Executive Committee if minutes are not available at the board meeting following the executive committee meeting.