| ByLaws | ||||
| Minnesota Wastewater Operator’s Association | ||||
| Article I | ||||
| Office and Corporate Seal | ||||
| 1.1 | Offices | |||
| The Principal and registered office of the corporation shall be 3783 Lavaque Road, Hermantown, MN 55810 or the address of the current Secretary-Treasurer. | ||||
| 1.2 | Seal | |||
| The Corporation shall have no corporate seal. | ||||
| Article II | ||||
| Members | ||||
| 2.1 | Active Members | |||
| Upon submission of an application for membership and payment of current dues to the Secretary-Treasurer, active membership standing will be granted. There shall be no limitation on the number of active members. | ||||
| 2.2 | Life Members | |||
| Lifetime memberships will be granted to active members who retire and have been a member of the association for a minimum of fifteen (15) years. Life members shall not be required to pay dues. | ||||
| Article III | ||||
| Dues | ||||
| 3.1 | Dues | |||
| The amount of association dues and method of payment of association dues shall be established by the Board of Directors with the approval of the majority of the active members in attendance at the annual meeting. | ||||
| Article IV | ||||
| Fiscal Year | ||||
| 4.1 | Fiscal Year | |||
| For accounting purposes, the fiscal year of the association will commence on January 1 and end on December 31. | ||||
| Article V | ||||
| Membership Meetings | ||||
| 5.1 | Date | |||
| The Board of Directors shall determine the date and place of the annual meeting of the association. | ||||
| 5.2 | Notice | |||
| There shall be mailed to each member, at his/her address shown on the books of the corporation, a notice stating the purpose, place, date and hour of the annual meeting, which notice shall be mailed at least ten (10) days prior to the date of the meeting. | ||||
| 5.3 | Registration and Fees | |||
| Each person attending the annual meeting shall be required to register and pay a fee prescribed by the Board of Directors. | ||||
| 5.4 | Special Meetings | |||
| The President or three (3) Directors may call a special meeting of the members. The notice of any special meetings shall state the time and place of such meeting and the purpose thereof. No other business shall be transacted at a special meeting, except as state in the notice, unless by consent of the majority of the members, either in person or by proxy. | ||||
| 5.5 | Proxy’s | |||
| Votes may be cast in person or by proxy. Proxies must be filed with the Secretary before the appointed time of each meeting. | ||||
| Article VI | ||||
| Board of Directors | ||||
| 6.1 | General Powers | |||
| The Board of Directors shall manage the property, affairs, and business of the association. | ||||
| 6.2 | Number and Term of Office | |||
| The number of members shall be thirteen (13). Each Director shall hold office until the annual meeting held after his/her election and hold office until her/his successor shall have been elected and qualify, or until he/she resign or shall have been removed as provided by statute. | ||||
| 6.3 | Qualification | |||
| The Board of Directors shall consist of the immediate Past President, President, President Elect, Vice President, Secretary Treasurer, Assistant. Secretary Treasurer, Minnesota Section Central States Section Trustee (at large member), and six Section Directors. | ||||
| 6.4 | Vacancies on the Board of Directors | |||
| If a vacancy on the Board of Directors occurs by reason of death, resignation, or removal, such vacancy may be filled for the unexpired term by an appointment made by the Board of Directors of a member to serve until the next annual meeting. | ||||
| 6.5 | Quorum | |||
| A majority of Board of Directors shall constitute a quorum for the transaction of business at any time. | ||||
| 6.6 | Meetings | |||
| The Board of Directors shall hold a minimum of two (2) meetings per year. The President or any three members of the Executive Board may call the Board of Directors meetings. | ||||
| 6.7 | Notice | |||
| There shall be mailed to each Director, at his/her address shown on the books of the corporation, a notice stating the purpose, place, date and hour of the Board of Directors meeting, which notice shall be mailed at least ten (10) days prior to the date of the Board of Directors meeting. | ||||
| 6.8 | Powers of Directors | |||
| Without limiting the generality of the foregoing, the Board of Directors shall have the following additional powers and duties, to-wit: | ||||
| (A) | To borrow funds for any purpose of the association, provided that any such loan shall have the consent of two-thirds (2/3) votes of the members who are voting in person or by proxy at a meeting duly called for such purpose. | |||
| (B) | To enter into contracts in order to carry out its duties. | |||
| (C) | To establish a bank account or accounts for the common treasury and for all separate funds which are required or may be deemed advisable. | |||
| (D) | To keep and maintain full and accurate books and records showing all of the receipts, expenses or disbursements. | |||
| (E) | In general, to carry on the administration of this association and to do all those things necessary and reasonable in order to carry out the purposes of the association. | |||
| Article VII | ||||
| Officers | ||||
| 7.1 | Number and Designation | |||
| The members of the association shall elect a Vice-President who will proceed through the offices of Vice-President, President-Elect, President and Past-President. The President with approval of the Board of Directors shall appoint the Secretary-Treasurer. The Assistant Secretary-Treasurer shall be recommended by the Secretary-Treasurer and approved by the Board of Directors. The immediate Past-President, President, President-Elect, Vice-President, Secretary-Treasurer, Minnesota Section Central States Water Environment Association Trustee -at large and Assistant Secretary-Treasurer shall constitute all of the Officers. | ||||
| 7.2 | Election, Term of Office, and Qualification | |||
| At each annual meeting of the association, the members shall elect the officers provided for in Section 7.1 upon recommendation of the nominating committee and the floor, and such officers shall hold office until the next annual meeting of the members of the association or until their successors are elected or appointed and qualify. The term of office for the Minnesota Section Central States Water Environment Associations Trustee – at large shall be for three years. When there is more than one nomination for each elective office, the voting shall be by ballot of the active members present at the annual meeting of the association. The President becomes the immediate Past-President, the President Elect becomes the President and the Vice President becomes the President-Elect at the next annual meeting of the association. | ||||
| 7.3 | Vacancy of Office | |||
| An officer elected by the members or appointed may be removed by the affirmative vote of the majority of the Board of Directors with or without cause. When there exists a vacancy of office by reason of removal or resignation, a new officer shall be appointed by the President for the remainder of the term or until the next annual meeting. | ||||
| 7.4 | Resignation | |||
| Upon written request stating reason thereof for resignation by an officer, a resignation from office shall be granted by the Board of Directors. | ||||
| Article VII | ||||
| Sections | ||||
| 8.1 | Number and Designation | |||
| The association shall have six (6) sections within the state. The sections shall be designated as follows: | ||||
| Northeast | ||||
| Northwest | ||||
| Southeast | ||||
| Southwest | ||||
| Central | ||||
| Metro | ||||
| 8.2 | Boundaries | |||
| The geographical boundaries of each of the sections shall be designated by the Board of Directors. | ||||
| 8.3 | Section Officers and Meetings | |||
| Each section shall elect from their membership a Chairperson, Secretary and Director Sections shall conduct at least on (1) meeting per year. The Section may conduct as many meetings during the year as the section deems feasible. | ||||
| Article IX | ||||
| Section Directors | ||||
| 9.1 | Term of Office | |||
| Section Directors shall hold office for a period of three (3) years, unless re-elected or until their successors are elected or appointed and qualify. | ||||
| 9.2 | Election | |||
| The majority of active members shall elect section Directors in attendance at an official section meeting preceding the annual meeting. Section Directors shall take office at the first meeting of the Board of Directors after the annual meeting. | ||||
| Article X | ||||
| Indemnification of Officers, Directors, and Section Representatives | ||||
| 10.1 | Indemnification | |||
| The association shall indemnify every director, officer, and section representative and their respective successors, personal representatives, and heirs, against all loss, costs, and expenses, including council fees, reasonably incurred by them in connection with any action, suit of proceeding to which she/he may be made a party by reason of his/her being or having been a director, officer or section representative of the association, except as to matters to which she/he shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the association is advised by counsel that the person to be indemnified has not been guilty of gross negligence or willful misconduct in the performance of his/her duties as such director, officer or section representative in relation to the matter involved. The foregoing rights shall not be exclusive of other rights to which such director, officer or section representative may be entitled. All liability, loss, damage, cost and expense incurred or suffered by the association by reason or arising out of or in connection with the foregoing indemnification provisions shall be treated and handled by the association as common expenses from the common treasury. | ||||
| 10.2 | Other | |||
| Contracts or other commitments made by the Board of Directors shall be made as agent for the association and they shall have no personal responsibility on any such contract or commitment. | ||||
| Article XI | ||||
| Nominating Committee | ||||
| 11.1 | Qualifications | |||
| The three (3) most recent Past-Presidents of the association shall constitute the nominating committee. | ||||
| 11.2 | Vacancies | |||
| In the event the three (3) most recent Past-Presidents shall not be available for such committee, the President shall appoint an active member or members to fill such vacancies. | ||||
| 11.3 | General Responsibilities | |||
| The nominating committee shall recommend at least one (1) name of an active member for each elective office. The nominating committee shall report office recommendations during the annual meeting of the association. | ||||
| Article XII | ||||
| Committees | ||||
| 12.1 | Number and Designation | |||
| The President may appoint any other committee than already provided for that he/she deems necessary for further the interests of the association. | ||||
| Article XIII | ||||
| Finances | ||||
| 13.1 | Budget Committee | |||
| The budget committee shall establish the budget, which shall be approved by the Board of Directors for the association for each fiscal year. | ||||
| 13.2 | Deposits and Disbursements | |||
| All money received by the Secretary-treasurer shall be deposited in a bank approved by the Board of Directors and deposited in the name of the association. The Secretary-treasurer will make disbursements within the budget limitations approved by the Board of Directors. | ||||
| 13.3 | Petty Cash | |||
| A petty cash account may be established by the Board of Directors and retained by the Secretary-Treasurer to meet current expenditures. | ||||
| Article XIV | ||||
| Amendments | ||||
| 14.1 | Action at Annual Meeting | |||
| The members of the corporation are expressly authorized to make by-laws of the corporation and from time to time to alter, amend, or repeal by-laws so made by a two-thirds (2/3) vote of the members present. | ||||
| 14.2 | Quorum | |||
| A majority of the members present shall constitute a quorum for altering, amending, or repealing the by-laws of the association. | ||||
| Article XV | ||||
| Association is Not Organized for Profit | ||||
| 15.1 | No member, member of the Board of Directors, or person from whom the association may receive any property or funds shall receive or shall be lawfully entitled to receive any pecuniary profit from the operation thereof, and in no event shall any part of the funds or assets of the association be paid as salary or compensation to, or distributed to, or inure to the benefit of any member of the Board of Directors; provided, however, always: | |||
| (A) | That reasonable compensation may be paid to any member or Director while acting as an agent or employee of the association as authorized by the members for services rendered in affecting one or more of the purposes of the association, and | |||
| (B) | That any member or director may, from time to time, be reimbursed as authorized by the members for actual and reasonable expenses, including travel expenses, incurred in connection with the administration of the affairs of the association. | |||
| Waiver of Notice of Meeting of Incorporators and Board of Directors of Minnesota Wastewater Operators Association | ||||
| Minnesota Wastewater Operators Association, do hereby waive notice of the time and place of a meeting of said Incorporators and first Board of Directors to be held at the offices of Fryberger, Buchanen, Smith, Sanford and Frederick, P.A., 700 Lonsdale Building, Duluth, MN 55802, on the 16th day of May, 1977, at 10:00 a.m. (date of incorporation) | ||||
| Dated May 16, 1977 (date of incorporation) | ||||
| (Signed copy on file) | ||||
| Robert E. Tofty | ||||
| Director and Incorporator | ||||
| Harold A. Frederick | ||||
| Director and Incorporator | ||||
| Michael K. Donovan | ||||
| Director and Incorporator | ||||