BYLAWS
OF
MINNESOTA DISABILITY BAR ASSOCIATION
ARTICLE 1. NAME AND PURPOSE
1.1 Name
The name of this corporation is Minnesota Disability Bar Association (“MDisBa” or the “Association”).
1.2 Purpose
The purposes of Minnesota Disability Bar Association are set forth in the Association’s Articles of Incorporation.
1.3 Tax Exempt Status
The Association shall take no action that would result in the loss of its eligibility for tax exemption under 501(c)(3) of the Internal Revenue Code of 1986 as amended.
ARTICLE 2. MEMBERSHIP
2.1 Membership
The membership of the Association shall consist of those persons who meet the requirements for membership as provided in these Bylaws.
2.2 Standing Membership Classes
There shall be four classes of membership in the Association as follows:
a) Attorney Member. Attorney Members will have all rights and obligations of members. Any person duly licensed to the practice of law by the Supreme Court of the State of Minnesota, or primarily practices in the State of Minnesota, is eligible to be an Attorney Member. Attorney Members are voting members.
b) Non-Attorney Legal Professional Member. Any paralegal, legal assistant, legal office manager, librarian, or other legal professional working in a law firm, corporation, or government office in the State of Minnesota, or any person committed to disability issues in the State of Minnesota, shall be eligible to be a Non-Attorney Legal Professional Member in the Association. Non-Attorney Legal Professional Members are voting members.
c) Law Student Member. Any law student enrolled in an accredited school of law, regardless of where they intend to become licensed or practice, shall be eligible to be a Law Student Member in the Association. Further, any law student enrolled or graduated in the last two (2) years from an accredited school of law in the United States, Puerto Rico, the District of Columbia, or any other territory of the United States, who intends to or is in the process for applying for admission to the practice of law in the State of Minnesota, shall be eligible for Law Student Membership. Law Student Members are voting members.
d) Associate Member. Any person not qualifying for status as an Attorney Member, Non-Attorney Legal Professional Member, or Law Student Member, shall be eligible to be an Associate Member in the Association. Associate Members will have all rights and obligations of members except that Associate Members will not be entitled to voting rights.
2.3 Application for Membership
Each member shall, as a condition of membership in the Association, complete an application for membership and pay annual dues to the Association.
2.4 Annual Dues
The annual dues for each class of membership in the Association shall be determined by the Board. The Board may, in its discretion, reduce the annual dues required for any individual applying for membership who is a law student, is employed by a public sector or legal services agency, or for any individual for whom payment of annual dues for regular membership would be a financial hardship.
ARTICLE 3. ASSOCIATION LEADERSHIP AND GOVERNANCE
3.1 General Responsibilities for Governance
The Association shall be governed by its elected officers, its Board, and its membership in accordance with the provisions of the Minnesota Nonprofit Corporation Act and these Bylaws. The business activities of the Association on a day-to-day basis shall be conducted by its elected officers according to the duties of their office. The business activities and policies of the Association shall be developed, decided, managed, and supervised, except as otherwise required by law or these Bylaws, by the Board. The voting membership shall retain all powers reserved to it under the Minnesota Nonprofit Corporation Act and these Bylaws.
3.2 Officers
The officers of the Association, shall be the President, Vice President, Secretary, Treasurer, and Officer-at-Large, as well as such other officers as may be elected in accordance with these Bylaws.
3.3 Board of Directors
The Board of Directors of the Association (the “Board”) shall consist of the officers of the Association and the members of the Board, as determined by these Bylaws.
3.4 Officer Terms of Office
The President, Vice President, Secretary, Treasurer, and Officer-at-Large shall take and hold office for 2 years. Each officer shall serve for the stated term or until their successor is elected and qualified. No person shall be eligible to serve for consecutive terms in the same position.
ARTICLE 4. DUTIES AND RESPONSIBILITIES OF OFFICERS
4.1 Vice President
The Vice President is elected by the membership at alternating Annual Meetings. For a member to be eligible to run for Vice President, such member must be an Attorney Member in good standing. The Vice President is an officer and a member of the Executive Committee.
4.1.1 Role and Responsibilities
The Vice President shall act in place and stead of the President in the event of the absence, vacancy, or disqualification of the President, and shall perform such duties as the President may from time to time direct. The Vice President shall be responsible, subject to the authority of the Board and the President, and in conjunction with the Secretary, for all administrative matters pertaining to membership. The Vice President shall be responsible, subject to the authority of the Board and the President, and in conjunction with the Treasurer, for fundraising.
4.2 President
The President is elected by the membership at alternating Annual Meetings. For a member to be eligible to run for President, such member must be an Attorney Member in good standing. The President is an officer and chairperson of the Executive Committee.
4.2.1 Role and Responsibilities
The President shall be the chief executive officer of the Association and shall preside as chairperson over all membership meetings of the Association and all meetings of the Board. As chief executive officer, the President shall plan and publish or cause to be published an agenda for each meeting of the Board or membership, to supervise and evaluate that the performance of all other officers, employees, or agents of the Association are carried out within the limits of the Association’s resources and according to standards prescribed by the Board, and to report periodically to the Board on the management of all affairs of the Association. The President, with the advice and consent of the Board, may appoint a general counsel, an auditor, and such other subordinates, officers, and agents as may be necessary and appropriate to conduct the Association’s affairs. The President, with the advice of the Board, may also appoint committees, committee chairpersons, task forces, and advisory boards as may be necessary and appropriate to conduct the Association’s affairs. The outgoing President is responsible for transitioning any outstanding obligations to the incoming President.
4.3 Secretary
The Secretary is elected by the membership at alternating Annual Meetings. The Secretary is an officer and a member of the Executive Committee. The Secretary shall be responsible, subject to the authority of the Board and the President, and in conjunction with the Vice President, for all administrative matters pertaining to membership, meeting notes, recordkeeping, and maintaining policies, and procedures.
4.3.1 Role and Responsibilities
In accordance with the guidance of the President, the Secretary shall prepare, publish, and keep the minutes of all meetings of the membership and meetings of the Board; shall certify official copies of such minutes and these Bylaws; shall send notices of all meetings to the Board or the membership; shall cause to be maintained all official membership records and archives of the Association; shall take all action necessary to maintain the good standing of the Association before the Minnesota Secretary of State; and shall perform such other duties as the President may from time to time direct.
4.4 Treasurer
The Treasurer is elected by the membership at alternating Annual Meetings. The Treasurer is an officer and a member of the Executive Committee. The Treasurer shall be responsible, subject to the authority of the Board and the President, and in conjunction with the Vice President, for fundraising, collection of dues, and maintenance of the financial integrity of the Association.
4.4.1 Role and Responsibilities
The Treasurer shall collect all dues, assessments, and receivables of the Association; shall prepare an annual budget for approval by the Board; shall prepare and maintain all financial records of the Association with the assistance of the Association’s accountants; shall care for and, upon approval of the Board, disburse all funds of the Association in accordance with the budget or as instructed by the Board; shall render an annual report and a monthly report of the financial affairs and status of the Association, including supporting financial statements, and account for the receipt and disbursement of all monies of the Association; shall coordinate the production of outside annual audits with the Association’s accountants; shall timely supervise the preparation and filing of all tax returns; shall monitor all expenditures according to budgets approved by the Board; and shall not expend or disburse funds not in the approved budget or previously approved by the Board.
4.5 Officer-at-Large
The Officer-at-Large is elected by the membership at alternating Annual Meetings. The Officer-at-Large is an officer and a member of the Executive Committee.
4.5.1 Role and Responsibilities
The Officer-at-Large, subject to the authority of the Board and the President, shall assist the President, Vice President, Secretary, and Treasurer as requested by such officers in the completion of their duties.
4.6 Law Student Representatives
Up to three Law Student Members may be selected by the Board to non-voting positions on the Board.
4.6.1 Role and Responsibilities
Law Student Representatives shall perform such duties and be responsible for such functions as the Board may prescribe.
4.7 Subordinate Officers and Agents
The Board may from time to time elect other officers, each of whom shall hold office for such period as stated by the Board, and shall have such authority and perform such duties as the Board may from time to time determine and shall be subject to removal at the pleasure of the Board.
ARTICLE 5. BOARD OF DIRECTORS
5.1 Board of Directors
The Board shall manage the affairs of the Association subject to the Articles of Incorporation and these Bylaws.
5.2 Composition of the Board
The Board shall consist of all current officers of the Association, three additional directors, and up to three Law Student Representatives. Directors elected to serve on the Board shall hold their respective office for two years. In case of a vacancy on the Board, including a vacancy created through a director’s election to an officer position, the vacancy shall be filled by appointment of the President with advice and consent of the Board until the end of the vacating Board member’s term.
5.3 Meetings
The Board shall meet regularly at such times and places as the Board may determine by adopting an annual calendar of meetings. Special meetings of the Board may be called by the President or any three Board members upon notice to all Board members. The special meeting notice shall provide a written detail of the agenda of the special meeting.
5.4 Quorum
Fifty-one percent (51%) of the voting Board members shall constitute a quorum to convene a meeting for the transaction of business. The affirmative vote by a majority of those Board members present either in person or by electronic means at a duly convened meeting shall constitute an act of the Board.
5.5 Attendance at Board Meetings
It is the duty of each Board member to attend the regular and special meetings of the Board.
5.6 Action by Consent
Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent to such action is affirmed by two-thirds (2/3) of the members of the Board and such written consent is filed with the minutes of the next proceedings of the Board.
5.7 Meetings by Electronic Means
The Board may conduct meetings by electronic means. Participation by such means shall constitute presence at such meetings.
5.8 Compensation
Directors shall receive no compensation for their services as directors, but may be reimbursed for reasonable expenses as shall be determined from time to time by resolution of the Board. Nothing herein shall be construed to preclude any director from serving the Association in any other capacity and receiving proper compensation therefor.
5.9 Removal of Board Members
Any director may be removed from office at any time (i) with or without cause by a vote of the majority of the members present at a duly noticed meeting of the members or (ii) with cause by the unanimous vote of the remaining directors.
ARTICLE 6. MEMBERSHIP MEETINGS
6.1 Meetings
An Annual Meeting shall be held each calendar year, at such time and place as a majority of the Board shall direct and upon notice of at least 21 days to the membership. Special meetings of the membership of the Association may be held at such time and place as the President, or a majority of the Board, shall direct by notice to the membership.
6.2 Agenda Items and Rules of Order
The agenda at any meeting shall be limited to the matters that may be reasonably anticipated to be raised based upon the contents of the notice of meeting, unless otherwise agreed by a majority of those present at the meeting.
6.3 Quorum
At all meetings of the membership for which notice has been given in accordance with this Article, the Members eligible to vote who are present in person shall constitute a quorum for the transaction of business.
6.5 Voting
At all meetings of the membership of the Association, only members in good standing who are present shall be eligible to vote. The Association may provide for electronic elections as directed by the Board.
ARTICLE 7. ELECTIONS
7.1 Nominations and Eligibility
The Secretary shall publish, along with the notice of Annual Meeting, a notice of the elective positions to be filled by election during the current election year. Nominations for all elective positions shall be made and received prior to or at the Annual Meeting. After such nomination, each candidate nominated shall have the right to address the membership at the meeting, or through electronic means as prescribed by the Board.
7.2 Election Results
The Secretary shall be responsible to receive, validate, and count all ballots, to record and report on the results of said balloting. All election results shall be reported to the membership at the Annual Meeting. Elections shall be conducted using instant run-off ranked choice voting. In the event of a tie, the tied candidates will be given another opportunity to address the members and another vote shall be taken. If a tie remains after the second vote, the exiting Board shall choose one of the candidates by a majority of all Board members.
7.3 Vacancies in Office
In the case of vacancy of the President, the Vice President shall serve as Acting President. In the case of vacancy of any office other than President, the Officer-at-Large shall serve as acting successor. In the event of a vacancy of the Officer-at-Large, the President shall appoint a successor from among the membership in good standing, and said successor shall serve until the position can be opened for a new term and voted upon by the voting membership at a regular election.
ARTICLE 8. COMMITTEES
8.1 Committees and Other Representatives
The President may create such committees or task forces as may be necessary to carry out the purpose of the Association or assist the Board in the orderly management of the affairs of the Association, consistent with these Bylaws. The President shall have the sole power to appoint all representatives or delegates to act on behalf of the Association in connection with activities conducted by other bar associations or organizations. Representatives or delegates may be appointed by the President at any time. All such committees or task forces shall make recommendations to the Board for action, and explicitly cannot themselves take action without approval of the Board, where such action would require either: (i) the making of a public statement on behalf of the Association; (ii) the expenditure of Association funds in excess of any budgeted funds allocated to such committee; or (iii) the entering into any legal obligation on behalf of the Association.
8.2 Appointment to Committees
The President shall form committees and designate a committee Chairperson, specify committee rules and set deadlines for committee reports. Each committee may select from its members a committee secretary and such other officers as are deemed necessary. Each committee shall make a written annual report to the Association, which report shall be filled with the President at least 14 days before the Annual Meeting.
8.3 Committee Terms
Members of the committees shall serve as committee members at the pleasure of the President and may be removed at any time with or without cause by the President.
8.4 Action by Consent
Any action required or permitted to be taken at any meeting of any committee appointed by the President may be taken without a meeting if a written consent to such action is signed by all members of the committee and such written consent if filed with the minutes of its proceedings.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Contracts
The Board by a majority vote at a regularly scheduled meeting, may authorize any officer or officers, agent or agents of the Association, in addition to the offices so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
9.2 Monetary Payments
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instrument shall be signed by the Treasurer and countersigned by the President or the Vice President of the Association.
9.3 Deposits
All funds of the Association shall be deposited from time to time to the credit of the Association in such bank or other depository as the Board may select.
9.4 Gifts
The Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or any special purpose of the Association.
9.5 Books and Records
The Association shall cause to be kept: (1) correct and complete books of account; and (2) minutes of proceedings of meetings of Board, members, and committees having any of the authority of the Association.
9.6 Annual Accounting Period and Fiscal Year
The annual accounting period of the Association shall be the Fiscal Year. The Fiscal Year of the Association shall commence September 1 and continue through and including August 31.
ARTICLE 10. INDEMNIFICATION; STANDARDS OF CONDUCT
10.1 Indemnification
The Association shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Minnesota Statutes § 317A.521, as now enacted or hereafter amended.
10.2 Conflicts of Interest
The Association shall not enter into contracts or transactions between the Association or a related corporation and a director of the Association or between the Association and an organization in which a director of the corporation is a director, officer, or legal representative or has a material financial interest, except in accordance with the provisions of Minnesota Statutes § 317A.255, as now enacted or hereafter amended, and in accordance with the Association’s conflict of interest policy in effect and as amended from time to time.
10.3 Standard of Conduct
Each director and officer shall discharge their duties as a director or officer in good faith, in a manner which the director or officer reasonably believes to be in the best interests of the Association, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
ARTICLE 11. BYLAWS AMENDMENTS
Amendments to these Bylaws may be made or new Bylaws adopted, by a vote of a majority of the Board or of the members present at any duly convened meeting of the membership; provided that notice of such proposed changes shall have been given to the members and directors of such meeting.