BYLAWS - March 2017
ARTICLE I:
NAME, PURPOSE, LOCATION, AND FISCAL YEAR
1. Name. The name of the organization shall be "Story Arts of Minnesota," also known by its acronym "SAM," and hereinafter referred to as the "Corporation."
2. Purpose. The purpose of the organization is set forth in its Mission Statement: Story Arts of Minnesota promotes storytelling and develops and supports storytellers.
3. Location. The principal office of the Corporation shall be at a location designated by the directors. The directors may change the location of the principal office or designate such other office as they consider appropriate.
4. Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decide by the directors, end on December 31 each year.
ARTICLE II: MEMBERSHIP
1. Membership and Dues. The corporation shall have one class of members; all members shall have equal voting rights. There shall be no qualification for membership other than payment of annual contribution in any amount. The directors may establish differing levels of annual fees for member services or issue a waiver of fees or a lifetime membership in cases of hardship or in acknowledgement of service to the Corporation.
2. Rights of Members.
a. Every member shall have the right to participate in meetings of the membership, to cast one vote on all matters put before the membership for consideration, to nominate and participate in the election of members of the Board of Directors as provided by these Bylaws, and to serve on the Board of Directors or on committees.
b. Every member shall receive the organization's notices and mailings. Members shall receive discounts on admission to events sponsored by the Corporation and such other discounts and benefits as established by the directors.
c. The assent of the membership shall be required before action may be taken on the reassessment of member dues, the sale of land or property of the Corporation assessed in excess of $100, alteration of tax-exempt status, the amendment of these Bylaws, or the dissolution of the Corporation.
3. Membership Meetings.
a. There shall be at least one meeting of the general membership per year at a location and time determined by the Board of Directors. Written notice of a general membership meeting shall be given to all members, at least seven days prior to the meeting.
b. Special meetings of the general membership may be called by the members by either a majority vote at a membership meeting or by a written petition to the Board of Directors signed by at least one-fifth of the membership. A special membership meeting must be held within the service region, and written notice must be provided to all members at least seven days prior to the meeting. At a special meeting, only those matters stated on the agenda, as included in the notice of the meeting, may be acted upon by the membership.
c. All membership meetings shall be held within the service region.
4. Notification of Members.
a. Member notification shall consist of written notification or by other means (including electronic mail). Member notifications must be received at least seven days prior to a general membership meeting.
b. Notification must be given of the time and location of all membership meetings. Notification must be given of any questions to be brought before the membership for a vote. Notification must be given of the names of all nominees proposed by the Board of Directors for election or appointment by the membership.
5. Member Decision-making.
a. At a Membership Meeting: A decision of the membership shall be made by a majority of the members present and voting.
b. By Mailed Ballot: A decision of the general membership may be arrived at by majority vote of paper, fax, and e-mail ballots cast, after presentation of the proposal to the general membership. Presentation of a proposal may occur at a general membership meeting or by a mailing to the entire membership. A proposal presentation must include the specific wording of the ballot for vote, the vote deadline, and appropriate mail and e-mail addresses for response. A minimum of ten days from distribution of ballots is required for response before vote tabulation. A member decision by ballot requires that the total number of ballots collected exceed ten percent of the current total membership; no tabulation of votes may be performed unless this minimum number of ballots is reached. The Board may further solicit the returning of ballots after the deadline has passed to reach this required level of response. Further solicitation may be by mail, website, email, telephone, or any other means, provided that either all members are solicited, or solicitation is performed in a neutral manner (for example, by telephoning every third name on the membership list) and providing that no tabulation of votes has yet been performed.
ARTICLE III: BOARD OF DIRECTORS
1. Board of Directors Role, Size, Compensation. The Board of Directors is responsible for overall policy and direction of the Corporation, and delegates responsibility for day-to-day operations to the Officers and committees. The Board shall not have fewer than six directors. The Board of Directors may propose an increase or decrease in the size of the Board. Any increase or decrease of the size of the Board of Directors or change in its composition must be approved by majority vote at a meeting of the general membership. The Board of Directors receives no compensation other than reasonable expenses.
2. Qualification for Directors. All members of the Board of Directors must be members of the Corporation. No member of the Board of Directors may be an employee of the Corporation. Members of the Board may serve on a standing committee and may serve as chair of a committee.
3. Nomination of Directors.
a. The number of director positions for election shall be established by the Board of Directors, and notification of vacancies or a proposed enlargement of the Board shall be given to the members.
b. A director may be nominated by any two members or by a nominating committee established and empowered by the Board.
4. Election of Directors.
a. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the Corporation. Directors will be elected by a majority vote the members present and voting.
b. Interim Appointment: The Board of Directors may appoint by unanimous consent any member in good standing of the Corporation to serve as an interim (pro tem.) director. Interim directors may serve until the next meeting of the general membership, at which time they must stand for election by majority voice vote of those present at a meeting of the general membership.
c. Uncontested Election: If the number of nominees does not exceed the number of vacant positions on the Board of Directors, election of each nominee director shall be by majority voice vote of those present at a meeting of the general membership.
d. Contested Election: If the number of nominees exceeds the number of vacant positions, directors shall be elected by secret ballot of those present at a meeting of the general membership. Members shall vote by specifying on their ballot as many nominees as there are available positions. Directors are elected by majority vote; those candidates receiving a majority of the ballots cast are immediately elected. In the event that no one of the remaining candidates receives a majority of the ballots cast, a second ballot-vote will be taken. The candidate that received the lowest number of votes on the previous ballot will be removed from nomination and the membership will vote on remaining nominees. This balloting process will be repeated until each vacancy on the Board of Directors is filled by a nominee elected by majority vote.
5. Terms. Directors are elected at large from the membership and serve a three-year term, or until their successors are elected and seated. Terms of directors shall be staggered, with one-third of the directors standing for election each year.
6. Resignation from the Board of Directors.
a. Voluntary: Any director may resign at any time by giving written notice to the president of the Board. Unless otherwise specified, such resignation shall be effective at the next scheduled meeting of the Board of Directors.
b. Absenteeism: A director shall be considered to have given notice of resignation and his or her position shall be declared vacant by the Board of Directors if he or she fails to attend three consecutive meetings of the Board, unless good cause for absence and continuing interest in participation are recognized by unanimous consent of the Board. When a director has failed to attend three consecutive meetings the president shall inform him or her in writing that at the next Board meeting his or her position will be declared vacant unless reinstated by unanimous consent of the Board.
7. Removal from the Board of Directors. A director of the Corporation may be removed for good cause when such director is judged to have acted in a manner seriously detrimental to the Corporation. Written charges specifying the conduct considered to be detrimental must be fled with the president of the Board (or the vice-president, if the president is the one charged). Any two Board members may file such charges. Upon filing of charges, the director is immediately suspended and declared not to represent the Corporation in any public, legal, or financial transaction. The president (or vice-president) shall deliver or mail a copy of the charges to the director charged. Within two weeks, the Board, meeting in executive session, shall review these charges. The Board of Directors shall then vote to remove or reinstate the director charged. The removal of a director requires a two-thirds vote of the entire Board of Directors (inclusive of absent members, but exclusive of the director charged). A director who has received a copy of the charges and the statement (if any) of the director charged may cast an absentee vote on this matter.
ARTICLE IV: BOARD OF DIRECTORS OFFICERS
1. Appointment and Term of Office. Officers of the Board are appointed by majority vote of the Board from among elected members of the Board. Their term of office is one year, at which time they may be reappointed by a majority vote of the Board. The term of office for all Board officers is concurrent with the fiscal year, as defined in Article I:4. Election of officers must occur prior to the end of the fiscal year, with new officers taking office with the commencement of the fiscal year. Interim election of an officer to fill a vacancy may occur at any board meeting. An interim officer’s term of office is until the commencement of the next fiscal year. All officers of the Board must be members of the Board. Removal of officers shall follow the same procedure as removal of directors as specified in these bylaws.
2. President and Vice-President. The President of the Board of Directors shall, when present, preside at all Board meetings and general membership meetings, and carry out other tasks as designated by the Board. The Vice-President shall preside at Board meetings and general membership meetings in the absence of the President and carry out other tasks as designated by the Board.
3. Secretary. The Secretary shall take and distribute minutes of Board meetings and general membership meetings, maintain and make available for inspection a permanent record of the decisions of the Board and of the membership, maintain annual reporting for non-profit status, and carry out other tasks as designated by the Board.
4. Treasurer. The Treasurer shall, subject to the direction of the directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of accounts. He/she shall have custody of all funds, securities, and valuable documents of the Corporation, and signatory authorization for their release, except as the directors may otherwise provide. He/she shall promptly render to the President, to the Director, and to staff as designated by the directors, such statements of his/her transactions and accounts as they may require. He/she shall prepare financial reports for Board meetings and general membership meetings, and carry out other tasks as designated by the Board.
ARTICLE V: BOARD OF DIRECTORS MEETINGS, POWERS, AND DUTIES
1. Meetings of the Board of Directors.
a. Notification of meetings shall consist of written notification to all Board members through the mail or by other means (including electronic mail). Board member notification must be sent at least ten days prior to a Board meeting. All Board meetings must be held within the service region; the Board will endeavor to meet in locations equally convenient to all members of the Board.
b. The Board shall meet at least four times per year at an agreed upon time and place.
c. Emergency Meetings: An emergency meeting may be called by any three directors on one-day notice. Notice of an emergency meeting, including an announcement of the agenda, shall be given by telephone, fax, electronic mail, or in person to all directors. Every reasonable effort shall be made to notify all directors. At an emergency meeting of the Board only those matters included in the announced agenda may be acted upon unless all of the directors are present at the meeting and consent to take action on other matters.
2. Meeting Procedures of the Board of Directors.
a. Open Meetings: All meetings of the Board of Directors shall be open to any person except when the Board has voted, during an open meeting, to go into executive session.
b. Executive Session: A motion to go into executive session shall state the nature of the business of the executive session, and no other matter may be considered in the executive session. Attendance in the executive session shall be limited to the directors and, when requested, the Corporation's staff, legal counsel, and other persons whose knowledge is needed. Minutes need not be taken during executive session, but the motion to go into executive session and the nature of the business to be discussed shall be recorded in the minutes of that Board meeting.
c. Quorum: At any meeting of the Board, a quorum shall consist of a majority of the Board of Directors. To achieve a quorum on a specific decision the votes of absent members of the Board may be polled by telephone or electronic mail, provided that a reasonable attempt to reach all other absent Board members by the same means is carried out.
d. Decision-making: Each member of the Board shall have one vote. The Board shall attempt to reach unanimous agreement on all decisions. In the event that unanimous agreement cannot be achieved, a decision may be made by a majority of the directors present and voting, except as specified elsewhere in these Bylaws.
e. Proxies: A Board member may vote on an agenda item by written proxy, dated not more than two weeks prior to the meeting and fled with the secretary. Electronic mail shall be considered a valid proxy.
f. Action by Consent: Any action by the directors may be taken without a meeting if consent thereto is given by all the directors and fled by the secretary in the permanent record of the Board. Verbal consent or electronic mail shall be considered a valid form of written consent for this purpose. Such consent must be reaffirmed at the next meeting of the Board.
g. Minutes: Minutes of all Board meetings shall be recorded by the Secretary or such other person as the Board may designate. Minutes shall be distributed prior to the next Board meeting. Unless challenged during the next Board meeting, minutes of the previous meeting shall be assumed to be approved as written. All minute of Board meetings shall be kept on permanent record by the Corporation and shall be open for inspection by any member of the Corporation.
3. Powers and Duties of the Board of Directors.
a. Powers: Except as provided otherwise in these Bylaws, the Board of Directors shall have the entire charge, control, and management of the Corporation and its property.
b. Financial duties: The Board shall issue an annual financial report for the most current fiscal year including statements of income, operating expenses, and program expenses. The Board shall adopt an annual budget prior to the beginning of each fiscal year. Both the financial report and budget shall be made available to the general membership at the annual members meeting and be open for inspection by any member at any time.
ARTICLE VI: COMMITTEES OF THE BOARD OF DIRECTORS
1. Standing Committees.
a. Powers and Responsibilities: Committees shall make recommendations to, and carry out the decisions of the Board of Directors. The directors may by majority vote delegate to these committees any and all powers except those which by law or these Bylaws they are prohibited from delegating.
b. Committee Membership: Committee members are appointed by the Board of Directors from the general membership. All standing committees shall consist of no fewer than three members. Each committee shall have a chairperson appointed by the Board of Directors. Committee chairs will serve for a one-year term, at the pleasure of the Board of Directors, The directors shall have the power by majority vote to fill vacancies, change the chairperson, or change the membership of any such committee.
c. Committee Finances: The Board of Directors may allocate a budget for the use of specific committees. This may include the hiring of contractors for their services to the committee. The committee chair is responsible for making regular financial reports to the Board of Directors.
d. Specific Committees:
Membership. This committee shall develop materials and strategies for recruiting new members and renewing existing members, propose membership dues, levels and categories of dues, member benefits and services.
Finance. This committee oversees and monitors the fiscal affairs of the Corporation, recommends changes in fiscal practices, and develops a proposed annual budget for presentation to the Board of Directors. The Treasurer is required to be a member of this committee, but may not serve as chairperson.
Nominating. This committee shall identify potential candidates for annual election to the Board of Directors and for appointment of committees, facilitate the annual election of members of the Board, and recommend candidates to fill pro-tem vacancies on the Board.
ARTICLE VII: STAFF
1. Hiring and Eligibility.
a. Board Powers: The Board may hire or contract the services of individuals to carry out the mission and duties of the Corporation. The Board may hire, fire, or set compensation of an individual by majority vote, except as limited by law or by statement elsewhere in these Bylaws.
b. Employees: No individual hired as an employee may simultaneously serve on the Board of Directors. An individual hired as employee is expected to be a member of the organization and to exercise all rights and powers of membership.
c. Contractors: An individual contracted by the Board to perform a specific task for monetary or other compensation may simultaneously serve on the Board of Directors or its committees. However, no Board member may vote on his or her own contracting or compensation and no decision on such matters may be taken if the presence of such director is necessary to constitute a quorum. No Board member may receive monetary compensation for serving on the Board, serving as an officer of the Board, or chairing or serving on a committee of the Board.
ARTICLE VIII: PERSONAL LIABILITY
The directors, officers, agents and employees of the Corporation shall not be personally liable of any debt, liability, or obligation of the Corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree.
ARTICLE IX: AMENDING THE BYLAWS
The Bylaws of the Corporation may be amended or repealed and new bylaws enacted only by resolution passed by a two-thirds majority vote of the members present and voting at a general or special membership meeting. Proposed amendments must be submitted of the secretary by written petition of at least ten members of the organization. Proposed changes in the bylaws shall be distributed at least 30 days prior to a membership vote on amending the bylaws.
ARTICLE X: DISSOLUTION
The Corporation may be dissolved in accordance with the provisions of Minnesota law. Upon the liquidation or dissolution of the Corporation, after payment of all the liabilities of the Corporation, all of the assets of the Corporation shall be distributed pursuant to Article VII of the Articles of Incorporation.