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BY-LAWS
LEAGUE OF MINNESOTA HUMAN RIGHTS COMMISSIONS

ARTICLE I - NAME

The name of this organization is the LEAGUE OF MINNESOTA HUMAN RIGHTS COMMISSIONS (hereinafter referred to as "League").

ARTICLE II - PURPOSES

The League shall assist county and other municipal human rights/relations commissions inMinnesota to carry out the purposes of the ordinances or resolutions pursuant to which they were established, and interact with all divisions of the State, and other agencies, involved in the area of human rights/relations.

ARTICLE III - MEMBERSHIP

Section 3.01 The membership year shall run from January 1 through December 31.

Section 3.02 Any agency of a county, city, village or borough created pursuant to law, charter, or ordinance, and conferring upon the agency powers, including, but not limited to those which are conferred upon the Commissioner of the Minnesota Department of Human Rights by Minnesota Statutes chapter 363 (hereinafter referred to as "Member Commission"), may become a member of the League upon payment of the League's annual dues.

Section 3.03 Non-Voting Membership shall be available for organizations, community groups, and corporations upon payment of appropriate dues in an amount proposed by the League's Executive Committee and approved by the League's Board of Directors. Non-voting members shall receive newsletters and may attend activities at membership rates.

Section 3.04 Annual dues for Member Commissions shall be levied in an amount based upon per thousand population, according to the most recent census of the county/municipality which the Member Commission represents, rounded to the nearest thousand. The dollar amount per thousand population shall be proposed by the League's Executive Committee and approved by the League's Board of Directors.

Section 3.05 Annual dues shall be payable within ninety days of receipt of a dues statement, which the Treasurer shall mail to commission chairs and/or other designated persons by October lst of the preceding year. Exceptions to that payment schedule must be authorized in writing by a Board of Directors' Resolution.

Section 3.06 A member may terminate its membership at any time, by notifying the League Secretary, in writing. However, dues shall not be refunded as a result of termination.

Section 3.07 Membership in the League shall be terminated if the member ceases to exist, and may be terminated for failure to pay annual dues in a timely manner. Notification of pending termination will be sent to the administrator, and the county/municipal commission chair, or in the case of non-voting members, their authorized representative, by the Secretary thirty days before the League terminates the membership.

Section 3.08 Honorary Membership shall be conferred upon groups or individuals as a recognition of service when recommended by resolution of the Board of Directors. The recommendation for Honorary Membership is to be submitted by the Board of Directors in the form of a written resolution. The written resolution must be submitted by the Board 90 days prior to the next scheduled annual meeting. Honorary members shall have no voting rights, and shall not be eligible to hold any office.

ARTICLE IV - ANNUAL MEETING

Section 4.01 The annual meeting of the League shall be at a time and place to be determined by the Board of Directors not less than ninety days in advance of the meeting.

Section 4.02 Written notice shall be mailed to each Member Commission stating the date, time, and place of the annual meeting not less than forty-five days before the meeting.

Section 4.03 At the annual meeting each Member Commission shall have one vote with regard to the transaction of League business. If the Member Commission is represented by more than one appointed representative, the Member Commission shall designate the representative that is authorized to vote on League matters. All challenges to voting rights shall be decided by majority vote of the Board of Directors.

Section 4.04 One-third of the membership in good standing and entitled to vote shall constitute a quorum for the transaction of League business.

Section 4.05 Upon request of one-third of the voting members present, or the President, the vote upon any question shall be by written ballot. Tellers shall be appointed by the President for the supervision and tabulation of written ballots. At the conclusion of the vote, and after the results are made known to the body, the written ballots shall be destroyed.

ARTICLE V - MEETINGS OF THE BOARD OF DIRECTORS

Section 5.01 The Board of Directors shall meet monthly, at a time and place they determine, beginning the first business meeting following the League's annual meeting.

Section 5.02 Written notice of each Board meeting, stating the time and location of the meeting and the Board's agenda, shall be mailed by the Secretary to each Board member not less than ten business days before the meeting.

Section 5.03 The presence of forty percent of the Board of Directors plus one Board member shall constitute a quorum.

ARTICLE VI - SPECIAL BOARD OR MEMBERSHIP MEETINGS

Section 6.01 Special meetings of the Board or of the membership as a whole may be called at any time by the President or one-third of the members of the Board of Directors, or upon written petition of one-third of the Member Commissions.

Section 6.02 Written notice of a special Board or membership meeting shall be mailed to all Board Members (in the case of a Board Meeting) and to all Member Commissions (in the case of a Membership Meeting) by the League Secretary, giving the date, time, location and purpose of the meeting not less than five business days before the meeting.

ARTICLE VII - DIRECTORS

Section 7.01 The business and property of the League shall be managed and controlled by a Board of Directors.

Section 7.02 There shall be two types of Directors:

  • District Directors who shall serve two year terms; and
  • Directors at Large who shall serve one year terms.

Section 7.03 District Directors shall be elected within each of the districts listed in

Article VIII below 60 days prior to the League's annual meeting. District Directors must belong to a Member Commission in good standing at the time of their election in the District. Each District shall submit to the League 60 days prior to the League's annual meeting the name of its elected District Director who will represent the District on the League's Board. If the District fails to submit the name of its elected District Director to the League, the District Director shall be elected by the League's voting membership at the League's annual meeting.

Section 7.04 Directors at Large shall be elected by the voting membership at the League's annual meeting. To serve as a Director at Large, a candidate must belong to a Member Commission in good standing at the time of the election at the League's annual meeting.

Section 7.05 There shall be one District Director and one Director at Large for each of the League Districts outlined in Article VIII below.

Section 7.06 Member Commissions may vote only on the District Director candidates for their respective district. Member Commissions may, however, vote in all contests for at Large directorships.

Section 7.07 There shall be one additional District Director for each District in which there are four or more commissions.

Section 7.08 No more than two members from each Member Commission may be elected to the Board.

Section 7.09 District Directors shall have the following duties:

a. They shall serve as a communications liaison between their district commissions and the Board, and shall pass along any pertinent information presented at a League Board meeting.
b. They shall become familiar with, and accessible to, their district commissions.
c. They shall suggest and/or help implement coordinated workshops, seminars, and other related educational activities.

Section 7.10 Directors at Large shall have the following duties:

a. They shall provide more extensive representation of suburban and outstate commissions.
b. They shall communicate to the League and the Board ideas, recommendations and problems faced by particular communities that might otherwise be overlooked.
c. They shall work with the District Director when the District Director so requests.

Section 7.11 Each District Director and Director at Large is given the power to designate his/her own alternate from their commission, provided that the designated person has the proper qualifications and belongs to a Member Commission in good standing. The Director shall give the League Secretary written notice of the appointment of an alternate no later than 10 days before the next scheduled meeting date.

ARTICLE VIII - DISTRICTS

The Districts of the League shall consist of the following:

District # 1

All Commissions within the counties of Cook, Lake, St. Louis, Koochiching, Itasca, Aitkin, Carlton, Mille Lacs, Kanabec, Pine, Isanti and Chisago.

District #2

All commissions within the counties of Kittson, Roseau, Lake of the Woods, Marshall, Polk, Pennington, Red Lake, Beltrami, Clearwater, Norman, Mahnomen, Hubbard, Cass, Crow Wing, Wadena, Becker, Clay, Wilkin, Otter Tail, Traverse, Grant, Douglas, Todd, Morrison, Benton, Sherburne, Stearns, Stevens, Pope, Wright.

District #3

All commissions within the counties of Big Stone, Swift, Lac Qui Parle, Chippewa, Kandiyohi, Meeker, McLeod, Renville, Yellow Medicine, Lincoln, Lyon, Redwood, Sibley, Brown, Nicollet, Le Sueur, Blue Earth, Faribault, Morton, Watonwan, Jackson, Cottonwood, Murray, Pipestone, Rock and Nobles.

District #4

All commissions within the counties of Rice, Goodhue, Wabasha, Winona, Houston, Fillmore, Olmsted, Dodge, Steele, Waseca, Freeborn and Mower.

District #5

All commissions within the counties of Scott, Carver and Dakota.

District #6

All commissions within Washington County.

District #7

All commissions within Ramsey County, except those commissions within the City limits of St. Paul.

District #8

All commissions within North Hennepin County, including commissions from such cities as Brooklyn Center, Brooklyn Park, New Hope, Robbinsdale, Golden Valley and Crystal.

District #9

All commissions within South Hennepin County, including commissions from such cities as Edina, Bloomington and Richfield.

District #10

All commissions within West Hennepin County, including commissions from such cities as Eden Prairie, Minnetonka, Mound, Minnetrista, Spring Park, Orono, Plymouth, Wayzata, St. Louis Park and Hopkins.

District #11

All commissions within Anoka County.

District # 12

All commissions within the City limits of Minneapolis.

District #13

All Commissions within the City limits of St. Paul.

ARTICLE IX - ELECTIONS

Section 9.01 The Nominating Committee shall be a standing committee.

Section 9.02 The Nominating Committee shall be comprised of individuals appointed as follows: the Executive Committee shall appoint one member to the Nominating Committee, the Board of Directors shall appoint one member to the Nominating Committee, and those two appointed members shall choose two other individuals to serve on the Nominating Committee.

Section 9.03 Officer candidates shall consist of Board members nominated to serve as officers by the Nominating Committee.

Section 9.04 The Nominating Committee Chair shall present the slate of officer candidates to the Board of Directors at the first League meeting each year.

Section 9.05 Nominations for Directors at Large shall be made from eligible members either from individual district meetings or from the floor at the League's annual meeting.

ARTICLE X - POWER AND AUTHORITY

Section 10.01 The Board of Directors shall have and exercise all power and authority afforded a non-profit corporation by Minnesota law, to the extent that the exercise of such power and authority is not otherwise limited by these By-Laws, the Articles of Incorporation, or the laws governing the League as a §501(c)3 entity.

Section 10.02 The Board alone has the power and authority to bind the League to any contract or engagement, or to pledge its credit, or to render it financially liable for any purpose and for any amount. This power may be designated to the President and/or the Executive Committee by written Resolution of the Board of Directors for specific activities or events.

Section 10.03 Committees shall be established and eliminated at the Board's discretion by written Resolution.

ARTICLE XI - OFFICERS

Section 11.01 The officers of the League shall consist of a President, Vice President, Secretary and Treasurer, all of whom shall be elected by the Board of Directors at the first business meeting following the League's annual meeting. The Executive Committee shall be a standing committee and shall consist of the League's officers.

Section 11.02 The term of office for officers shall be from the date of election until the first business meeting following the League's next annual meeting. 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 is unable to serve again in that particular position for a minimum period of one year.

Section 11.03 The President shall be the Chief Executive Officer of the League and shall preside at all meetings and shall supervise, direct, and manage the general affairs of the League.

Section 11.04 The Vice President shall assume the duties of the President at any time that the President states he/she is not available, or for any reason he/she is unable to perform the duties of the presidency. Additionally, the Vice President shall be responsible for planning the Annual Meeting.

Section 11.05 The Secretary shall record the minutes of all League meetings and shall perform any other duties assigned to the Secretary by the Board.

Section 11.06 The Treasurer shall have custody of all funds and securities of the League; shall submit a monthly financial report to the Board; 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 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.

Section 11.07 A decision to take action on any item of business that transpires between business meetings of the League shall require a majority vote of the Executive Committee. All such business shall be brought to the attention of the Board at the Board's next meeting.

Section 11.08 The order of succession for the day shall be: President, Vice President, Secretary, Treasurer. 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, with an election for Vice President to be held at the following meeting.

ARTICLE XII - RESIGNATIONS, REMOVALS, VACANCIES

Section 12.01 A Director may be removed at any time, by two-thirds vote of the Board, for malfeasance or nonfeasance; for failure to comply with Article VII; for ceasing to be a member of Member Commission within the previous two years; for failing to attend three consecutive or 60% (whichever is less) of the total meetings held during the League's fiscal year without prior notification to a member of the Executive Committee.

Section 12.02 A Director shall be notified in writing, by the Secretary, of the League's intent to remove him or her as a Director.

Section 12.03 The resignation of any Director shall be made in writing to the Executive Committee. The acceptance of a resignation shall not be necessary to make it effective.

Section 12.04 District Director and At-Large Director vacancies shall be filled until the next Annual Meeting by a Board member selected by a majority of the Board. Members shall continue to serve until their replacement is appointed, except in cases involving violations of Article XII, Section 12.01.

ARTICLE XIII - LOCATION

Section 13.01 The registered office and location at which the general business of the League is transacted and its corporate records are maintained shall be the League's official office, except as otherwise designated by a Board of Directors' Resolution.

ARTICLE XIV - AMENDMENT AND DISSOLUTION

Section 14.01 These By-Laws may be altered, amended or repealed, at any meeting of Member commissions by two-thirds vote of those present. Notice of intent to alter, amend or repeal these By-laws shall be sent to the Member Commissions thirty business days before such meeting.

Section 14.02 If at any regular or special meeting of the League three-fourths of the Member commissions vote in favor of dissolution of the League, the League shall be dissolved.

Section 14.03 Immediately after a vote favoring dissolution, the Board of Directors shall proceed to settle any financial obligations pending against the League and to dispose of all League property.

ARTICLE XV - CONSTRUCTION

Section 15.01 These By-Laws shall be construed consistent with the Laws of the State of Minnesota, the League's Articles of Incorporation, and the laws governing the League as a §501(c)3 entity.

Section 15.02 Robert's Rules of Order, Revised 1983, shall govern the procedure at all League meetings, except as expressly provided in Section 15.01 above.

Amended June 1980

Amended June 1985

Amended September 1986

Amended March 1994

Amended September 1995

Amended September 2000