Minnesota State Society
BYLAWS OF
THE MINNESOTA STATE SOCIETY OF
WASHINGTON, D.C., INC.
ARTICLE ONE
Meetings
1.1 Annual meeting. The annual meeting of the members of the Minnesota State Society of Washington, D.C., Inc. (hereinafter called the Society), must be held in the Washington, D.C. area, at a place and time to be designated by the Board of Directors (hereinafter called the Board of Governors), no later than the first day of June of each year. The business of the meeting must include the election of Governors, a report by the President on the Society’s activities during the preceding year and the general affairs of the Society, a report by the Treasurer on the financial status of the Society, and such other matters as may properly come before the meeting.
1.2 Special Meetings. A special meeting of the members of the Society, to be held in the Washington D.C. area for any purpose, may be called by the President, the Secretary, the Board of Governors, or upon written request of 25 members of the Society. The place and time of the meeting must be designated by the President, Secretary, Board of Governors or members calling the meeting.
1.3 Notice of Meetings. Written notice stating the place, day and hour of a meeting of the members of the Society, and in the case of a special meeting, the purpose for which the meeting is called, must be mailed to all members at their last known address no less than seven days before the date of the meeting.
1.4 Quorum and voting. Members present in person having one-tenth of the votes entitled to be cast must constitute a quorum at a meeting of members of the Society. The affirmative vote of a majority of the votes entitled to be cast by members present at a meeting at which a quorum is present must be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by these Bylaws, the Articles of Incorporation or by law.
ARTICLE TWO
Dues
2.1 Annual Dues. The annual dues for each class of membership in the Society must be fixed by the Board of Governors prior to the beginning of each fiscal year.
2.2 Corporate Donations. Corporate membership is to be encouraged, subject to approval by the Board of Governors. Such membership must be accompanied by an annual donation to the Society in an amount to be determined by the Board of Governors which, in its view, is reasonably commensurate with the size and prestige of the particular corporation or organization seeking corporate membership.
ARTICLE THREE
Board of Governors
3.1 Number and Qualification. The Board of Governors must consist of 18 members. All Governors must be elected from among the members of the Society.
3.2 Term of Office. Each Governor must hold office for a term of three years and until his successor is elected and qualified. The terms of one third of the members of the Board of Governors must expire each year.
3.3 Nominations. Nominations for election to the Board of Governors must be made by a Nominating Committee which must be appointed by the President. The Committee must prepare a list of nominees of not less than the number of vacancies described in paragraph 3.4 for submission to the members.
3.4 Election. At the annual meeting of the members of the Society, six members must be elected to the Board of Governors to succeed the Governors whose terms have expired. Additional Governors she elected to fill additional vacancies on the Board if such vacancies have not already been filled by the Board pursuant to paragraph 3.5 of these Bylaws. Election must be by written ballot. The six regular vacancies on the Board must be filled by the six nominees receiving the greatest number of votes cast. Any other vacancies must be filled, in order of the duration of the term to be filled, by the nominees receiving the next greatest number of votes cast.
3.5 Vacancies. Vacancies on the Board of Governors, whether caused by resignation, death or otherwise, may be filled by action of the remaining Governors. A Governor elected to fill a vacancy must hold office for the unexpired term of h/h predecessor in office and until his successor is elected and qualifies. If the Board does not fill a vacancy in this manner, then the vacancy must be filled at the next annual meeting of the members of the Society as described in paragraph 3.4.
3.6 Meetings. The Board of Governors must meet in the Washington, D.C. area at least once every three months at a time and place to be designated by the President. The first meeting of the newly elected Board must be held within one month after the annual meeting of the members of the Society. Additional meetings of the Board may be held at a time and place to be designated by the President. All meetings of the Board of Governors must be open to members of the Society who wish to attend.
3.7 Notice of Meetings. Written or verbal notice starting the place, day and hour of a meeting must be given to all Governors no less than five days before the date of the meeting.
3.8 Quorum and Voting. A quorum must consist of one-third of the number of Governors fixed by paragraph 3.1 of these Bylaws. Proxies must not count in the determination of a quorum. The act of the majority of the Governors present at a meeting at which a quorum is present must be the act of the Board, unless a greater number is required by these Bylaws, the Articles of Incorporation or by law.
3.9 Proxies. Governors who are unable to attend a meeting of the Board must be permitted to vote by written proxy.
3.10 Duties. In addition to the duties described in the Articles of Incorporation and elsewhere in these Bylaws, the Board must perform the following duties:
a. Authorize all disbursements except disbursements for routine administrative expenses pursuant to paragraph 4.6.
b. Approve of all official social and program activities of the Society.
3.11 Member Emeritus. The Board of Governors may confer the title of “Member Emeritus” upon a member of the Society who has served on the Board for not less than nine years. A Member Emeritus does not actually hold office and may not vote at Board meetings; however, the Board may call upon a Member Emeritus for counsel and assistance in matters coming before the Board or the Society. A Member Emeritus must be counted as a member of the Board under paragraph 3.1 of these Bylaws.
3.12 Bylaws. The power to adopt, alter, amend or repeal the Bylaws of the Society must be vested in the Board of Governors; provided, however, that the Bylaws must contain no provision for the management of the affairs of the Society that is inconsistent with law or the Articles of Incorporation.
3.13 Removal of Governors. Any member of the Board of Governors who must fail to attend three successive Board meetings without having been excused by the President or the Secretary must be notified that h/h office will be declared vacant upon h/h failure to attend the next meeting of the Board. If such member fails to attend the next meeting of the Board, h/s office must be deemed to be vacant.
ARTICLE FOUR
Officers
4.1 Number, Election and Qualifications. The officers of the Society must be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be designated by the Board of Governors. The officers must be elected by the Board from among their own members at the first meeting of the Board after the annual meeting of the members of the Society.
4.2 Term. The officers must hold office for a term of one year and until their respective successors are elected and qualified.
4.3 President. The President must be the Chief Executive Officer of the Society and must preside at all meetings of the Society and the Board of Governors. H/s must be the general manager and director of the Society, subject to the control of the Board of Governors, and must exercise the usual executive powers pertaining to the office of president. H/s must appoint all standing and special committees and must be an ex-officio member of all committees.
a. The President or his/her designee must file the District of Columbia’s Two Year Report for Non-Profit Foreign and Domestic Corporations, or such other form as required by the District of Columbia Non-Profit Corporation Act, as amended, and disburse the appropriate filing fee by January 15th of each even numbered calendar year (e.g., 2004, 2006, 2008, etc.) as required to maintain the Society in good standing with the Government of the District of Columbia. The Registered agent will receive a notice from the District of Columbia’s Department of Consumer and Regulatory Affairs in or about November of each odd numbered calendar year (e.g., 2003, 2005, 2007, etc.).
b. If the person who serves as the Registered agent of the corporation, for whatever reason, no longer has a physical office or residence in the District of Columbia, the Board must obtain a new Registered Office and Registered agent. In this case, the President or his/her designee must file a “STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH BY A NON-PROFIT CORPORATION” or such other form as required by the District of Columbia Non-Profit Corporation Act, as amended, and disburse the appropriate filing fee as required to maintain the Society in good standing with the Government of the District of Columbia.
4.4 Vice President. The Vice President must perform such duties and functions as may be determined from time to time by the President or the Board of Governors. Generally, vice Presidents must be assigned responsibilities for particular areas of the Society’s business and activities, such as membership, programs, special events, etc.
4.5 Secretary. The Secretary must keep the minutes of all meetings of the Society and the Board of Governors. H/s must keep all records of the Society, issue all notices, be responsible for all official correspondence and keep copies of same. H/s must keep current, list of all Board of Governors, with address, phone number and e-mail address. H/s must perform all duties incident to the Office of Secretary and such other duties as may be determined from time to time by the President or the Board of Governors. The Board of Governors must provide such assistance to the Secretary as may be deemed necessary.
4.6 Treasurer. The Treasurer must have the care and custody of, and be responsible for, all funds of the Society. H/s must have responsibility for depositing the funds and other valuables of the Society in the name of the Society in a bank designated by the Board of Governors. H/s must disburse the funds of the Society on drafts signed by the Treasurer and countersigned by the President or one other officer designated by the Board of Governors after authorization of the disbursement by the Board of Governors. Notwithstanding the foregoing sentence, the Board of Governors may authorize the Treasurer to make disbursements for routine administrative expenses such as postage, stationery, envelopes, etc., without prior approval of each such disbursement by the Board and without the countersignature of the President or another Governor on the draft.
a. The Treasurer must keep a financial report of all receipts and disbursements of the Society and must maintain all financial records of the Society in a permanent form. H/s must furnish the Board of Governors with such information as it may from time to time request with respect to the funds of the Society, its financial status and the state of its accounts. H/s will report, at the annual meeting, the financial status of the Society. H/s must perform all duties incident to the office of Treasurer and such other duties as may be determined from time to time by the President of the Board of Governors.
b. H/s must ensure the bank designated by the Board of Governors has up-to-date, accurate signature cards or resolutions for those board members authorized to sign checks, drafts, or other financial instruments with the bank.
c. H/s must make back-up copies of all financial records kept in an electronic form and ensure the President, Vice President, and Secretary have copies in the event the Treasurer, for whatever reason, cannot fulfill his/her responsibilities and cannot provide access to his/her residence or other location where the Treasurer maintains the master electronic storage device.
d. The Treasurer must ensure the Internal Revenue Service and the National Conference of State Societies has up-to-date, accurate mailing address information to notify the Treasurer of any news or information concerning the Society’s employer identification number, IRS tax-exempt status, or 501(c)(4) tax filings as a subordinate organization under the August 23, 2000, group exemption letter of the National Conference of State Societies. The IRS mailing address may be different than the corporate Registered agent’s address.
e. The Treasurer must prepare an Internal Revenue Service Form 990 or 990-EZ, as appropriate, for each fiscal year identified in Article 7.1 of these bylaws by the third month after the last day of the fiscal year. H/s must present the draft Form 990 or 990-EZ and his recommendation for approval to file the Form 990 or 990-EZ at the Board of Governors next regular meeting. H/s must ensure a final, signed Form 990 or 990-EZ has been filed properly as required by IRS regulations. H/s must ensure the filed Form 990 or 990-EZ is available for public distribution or display, as required by IRS regulations.
f. The Treasurer must provide all electronic and paper files to a new Treasurer or the Board of Governors before leaving the Treasurer position. The Treasurer must provide the files in a professional manner identified by type of file. The types of files must include, but is not limited to, accounts payable, accounts receivable, balance sheets, cancelled checks, deposit slips, receipts, endorsing stamps, “Pay to the Order of” stamps, account PINs or pass codes, IRS employer identification numbers, NCSS correspondence about the Society’s participation under the NCSS group tax exemption letter, IRS correspondence, IRS tax returns, monthly and quarterly bank statements, and monthly and annual financial statements.
4.7 Registered Office or Registered Agent. The Society must maintain a Registered Agent in the District of Columbia under the District of Columbia Non-Profit Corporation Act, as amended. The Registered agent must have a physical address within the District. The Non-Profit Corporation Act prohibits post office box addresses for a Registered Agent. The Registered agent of the Society will serve as the official corporate address of the Society and will accept all official mail from the District of Columbia’s Department of Consumer and Regulatory Affairs and the public on behalf of the Board of Governors. The Registered Agent will distribute the mail to the President as soon as possible after receiving it.
4.8 Removal of Officers. An Officer may be removed from office by the affirmative vote of two-thirds of the members of the Board of Governors when, in their judgment, the best interests of the Society would be served thereby.
ARTICLE FIVE
Awards and Recognitions
5.1 General. As part of its civic and educational purposes, the Society may choose to recognize the achievements of Minnesotans who have attained eminence in their chosen fields, and to recognize members of the Society who have performed outstanding service for or on behalf of the Society.
5.2 “Distinguished Minnesotan” Award. As its highest award, the Society may confer from time to time, the “Distinguished Minnesotan” Award to a Minnesotan whose acknowledged national or international preeminence, exceptional achievement and lasting contribution to the public service, scholarship or the creative arts merits the highest recognition. It is the Society’s intention that this award will be given quite sparingly and will be presented at an occasion appropriate to the distinctive nature of the award. It is intended that the award be reserved for Minnesotans who occupy such positions as President or Vice President of the United States, Chief Justice of the Supreme Court of the United States, Nobel laureate, Chairman of the Joint Chief of Staff of the United States and similar-level positions and levels of achievement. Nominations for this award must be proposed by action of the Board of Governors and approved by vote of the Society membership pursuant to Article One, above.
5.3 Merit Awards. The Society may from time to time, confer recognition upon a Minnesotan who has attained distinction through outstanding service, achievement or contribution to the public service, scholarship or the creative arts in their chosen field or profession. This recognition will normally take the form of a plaque, suitably engraved and presented at a ceremony to which Society members must be invited. It is intended that these awards for Merit may be used for such events as when members of the Minnesota Congressional Delegation and the Minnesotans who are Cabinet Members or heads of executive agencies complete their term of office. Nominations for Merit Awards may be made by any member of the Society and require approval by action of the Board of Governors before presentation of these awards.
5.4 Recognition for Society Part Presidents and Members. Upon completion of his or her term of office by the Society President, the incoming President is authorized to procure an appropriate plaque or other suitable gift in a price range to be specified by the Board of Governors for presentation to the outgoing President at a regular major activity of the Society. Members of the Society who have performed sustained outstanding service involving Society officers, activities or events must be similarly recognized by the Society, upon approval by the Board of Governors. The type of ward and manner of presentation must be determined by the Board of Governors.
ARTICLE SIX
Audits
6.1 Whenever the office of Treasurer of the Society changes hands, or at such other times as the Board in its discretion may designate, the President must appoint an Audit Committee consisting of three members who are not officers or members of the Board of Governors of the Society. The Audit Committee must audit the books and accounts of the Society and report its findings and conclusions to the Board of Governors.
ARTICLE SEVEN
Fiscal Year
7.1 The fiscal year of the Society must be from the first day of July through the 30th day of the following June of each year.
ARTICLE EIGHT
Mailing List
8.1 As a matter of policy, the Society will not make its mailing list or directory of members available to any other person or organization; provided, however, that with proper respect for the privacy of members of the Society, the Board of Governors may approve such outside use of the mailing list for purposes of a legitimate nature intended to promote and enhance the purposes of the Society.
ARTICLE NINE
Memorials
9.1 The President of the Society may on behalf of, but without the prior approval of, the Board of Governors or the Treasurer, authorize and/or make a disbursement of the funds of the Society as a memorial upon the death of a present or former Governor or Governor’s spouse.
ARTICLE TEN
Cancellation of Membership
10.1 The membership of any member, regardless of class of membership, may be cancelled by the affirmative vote of two-thirds of the members of the Board of Governors when, in their judgment, the best interests of the Society would be served thereby.
ARTICLE ELEVEN
Cancellation of Membership
11.1 The rules contained in the most recent edition of Robert’s Rules of Order must govern all meetings of the members of the Society and meetings of the Board of Governors; provided, however, that where those rules are inconsistent with the Articles of Incorporation or Bylaws of the Society, the Articles of Incorporation or the Bylaws of the Society must govern.
Approved
at the Annual Meeting
June, 1980
Amended at the Annual Meeting
June, 1983 (Article V added)
Amended at the Annual Meeting
May, 2003