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LMHRC Documents |
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BY-LAWS 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:
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:
Section 7.10 Directors at Large shall have the following duties: a. They shall provide more extensive representation of suburban and outstate
commissions. 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 |
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