Bylaws of Minnesota National Organization for Women, Inc.
(MN0000 Minnesota NOW)
Adopted by resolution of the board on _______________.
ARTICLE I
NAME AND PURPOSE OF THE CORPORATION
Section I. Name. The name of the corporation shall be the Minnesota National Organization for Women, Inc. It shall exist and operate as a unit of the National Organization for Women, Inc.
Section 2. Purpose. This corporation is organized to promote social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as now enacted or later amended (“the Code”). To this end, the corporation shall take action through intersectional grassroots activism to promote feminist ideals, lead societal change, eliminate discrimination, and achieve and protect the equal rights of all people in all aspects of social, political, and economic life. The corporation may receive gifts, devises, and bequests and hold, administer, and dispose of the same exclusively for the accomplishment of the social welfare purposes for which it was created and shall have all the powers granted by law to a corporation formed under the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317A. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
Section 3. Changing the name or purpose. The corporation’s Articles of Incorporation (including any amendments) are the original place where the corporation’s name and purposes are established, and any changes must be made in the Articles to be legally effective.
ARTICLE II
INCLUSION AND DIVERSITY
Section 1. Objective. The Minnesota National Organization for Women, Inc. (hereafter referred to as Minnesota NOW) celebrates multiple approaches and points of view. The corporation’s success, inspiration and strength depend on every member feeling accepted and empowered to celebrate their full authentic selves. The corporation strives to create an open environment that is inclusive to the diverse voices of our members. This includes all levels of diversity; income, race, ethnic origin, religion, age, marital status, parenthood, sexual orientation, gender identity or expression, and physical or mental ability.
Section 2. Policy Statement. Through affirmative action, outreach and inclusion, Minnesota NOW will actively encourage and advocate for the previously stated to join and participate so that such individuals shall be represented on boards, in chapters and in committees in reasonable proportion to their presence in the state.
ARTICLE III
VOTING MEMBERS
Section 1. Voting membership. Any person who is a current member of National NOW and who has selected Minnesota as its state chapter, or has not selected a chapter but currently resides in Minnesota, shall be a member of Minnesota NOW. Voting members must be in support of our purpose.
Section 2. Voting rights. Each voting member who has been a member in good standing for 60 days prior to the date of any meeting of members shall have 1 vote.
Section 3. Authority. The voting members, voting at the Annual Business Meeting, shall constitute the policy making body of the organization.
Section 4. Membership year and dues. National NOW has the right to determine the dues or other payments to be made by the members of this corporation.
Section 5. Interest in property. The members of this corporation shall not, solely due to their status as members, have any right, title, or interest in the real or personal property of this corporation.
Section 6. Resignation. A member may resign their membership at any time by giving written notice to the State Board or to the Secretary, or to their Chapter elected leadership. Resignation is effective as of the date it is given, or at any later time specified in the written notice. Acceptance of a member’s resignation is not necessary to make it effective. A member who resigns membership shall not be entitled to a refund of any dues or other payments made to this corporation.
ARTICLE IV
STATE BOARD
Section 1. Appointment or election. The number of members of the State Board of this corporation shall be no fewer than 3 persons. The exact number of members of the State Board shall be determined by the State Board. No individual shall hold more than one voting position on the State Board. The State Board shall be comprised of the following individuals:
- The Officers of the corporation, as defined in Article 6, who shall be elected at each Annual Business Meeting.
- Chapter Delegates: Each chapter is entitled to appoint 1 delegate for the first 10 chapter members, and one for every 50 members thereafter, with a maximum of 3 delegates for any one chapter. Chapters will submit the names of their delegate(s) to the Secretary no later than 10 days after the election or when a seat has been vacated for any reason.
- Two at-large delegates shall be elected by at-large members at the Annual Business Meeting. At-large delegates must be members at-large of Minnesota NOW.
- The Minnesota NOW Foundation President.
- The Chair of the Political Action Committee of Minnesota NOW.
- Up to twelve additional voting delegates may be recruited and elected by the State Board and/or the Annual Business Meeting. Delegates must be members of Minnesota NOW.
Section 2. Ex-Officio and Honorary Directors. The State Board may elect one or more ex-officio or honorary directors of this corporation who shall serve in an advisory role to the State Board. Any such election shall be for such term and based on such criteria as the State Board deems appropriate. All ex-officio and honorary directors shall be non-voting directors of this corporation.
Section 3. Terms. Except as otherwise provided in these bylaws or designated at the time of election, each director of this corporation shall be appointed or elected to serve for a term of 1 year. A director shall hold office for the term for which they were appointed or elected and until the end of the meeting at which their successor has been appointed or elected and until such successor has qualified, or until the director’s prior death, resignation or removal.
Section 4. Removal and vacancies. Any director may at any time be removed with or without cause by a two-thirds vote of those present at a meeting of the State Board after at least 30 days’ notice was given to the director who may be removed. That director is not counted for purposes of quorum and is not entitled to vote on their own removal. Any director may resign at any time by giving written notice to the President or the Secretary. The resignation shall be effective without acceptance when the notice is received by the President or the Secretary, unless a later effective date is specified in the notice. Any vacancy occurring because of the death, resignation, or removal of a director shall be filled by State Board, or by the individual(s) who appointed the director, for the unexpired term of such director or appointed/elected to a new term.
Section 5. Authority. The State Board is responsible for ensuring the financial health of Minnesota NOW and implementing the mission, vision and policies of Minnesota NOW as determined by the Annual business meeting. The State Board may adopt policies and procedures.
ARTICLE V
MEETINGS OF THE MEMBERS
Section 1. Annual Business Meeting. There shall be an annual meeting of the members, which may be held in conjunction with the State Conference, which shall be held at the principal office of the corporation, or at any other location, as designated in the notice, during the months of March, April, or May, at a date and time to be determined by the State Board. The purpose of the Annual Business Meeting is to elect officers, elect at-large delegates to the State Board, and transact other business as may come before the members. Notice for the Annual Business Meeting shall be provided not less than 30 days prior to the conference.
Section 2. Special meetings. Special meetings of the members of this corporation may be called at any time (a) by the President, (b) by the State Board, (c) upon written request of ten percent, or fifty (whichever is less), of the voting members of this corporation. Anyone entitled to call a special meeting of the members may make a written request to the President to call the meeting in accordance with Section 3 below. If the President fails to give notice of the meeting within 30 days from the date on which they receive the request, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in accordance with Section 3 below. If a special meeting is demanded by the members, the meeting shall be held in the county where the registered office is located. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.
Section 3. Notice. Written notice of each meeting of the members, stating the time and place of the meeting, shall be mailed or emailed, not less than 14 nor more than 60 days before the meeting, excluding the day of the meeting, to each member of this corporation at the last known physical address or email address of the member, when directed to an email address at which the member has consented to receive notice; or by any other form of electronic communication by which the member has consented to receive notice. Any member may waive notice of a meeting before, at or after the meeting, orally, in writing or by attendance. Attendance by the member at a meeting is deemed a waiver by the member unless their only participation is either to raise an objection that the meeting is not lawfully called or convened, or to raise an objection before a vote on an item of business because the item may not lawfully be considered at that meeting and the member does not participate in the consideration of the item at that meeting.
Section 4. Members list for meeting. The record date for determination of the members entitled to notice of the meeting is 30 days prior to the meeting. After determining the record date for the meeting, the corporation shall prepare a list of the names (in alphabetical order) of each member entitled to vote at the meeting. Beginning two business days after notice of the meeting is given, the list shall be available at the principal office of this corporation for inspection and copying on written demand by any member (or the agent or attorney of any member), at the member’s expense, for the sole purpose of communicating with other members concerning the meeting. The list shall be made available through the date of the meeting and at the meeting.
Section 5. Voting, proxy voting and quorums. A quorum shall be twenty-five percent of those members registered for the annual meeting and eligible to vote and shall include one officer and two other State Board members. If a quorum is not present, the members at the meeting may take no official action. A majority of the total number of votes held by the members present and entitled to vote at any meeting at which a quorum is present must be cast to transact any business, unless otherwise stated in these bylaws. When any meeting of the members is adjourned to another time and place, notice of the adjourned meeting only needs to be given by announcement at the meeting at which adjournment is taken. Proxy voting is not allowed.
Section 6. Written ballot. An action that may be taken at a regular or special meeting of members may be taken by written ballot without a meeting in accordance with the procedure in Minnesota Statutes Section 317A.447.
Section 7. Unanimous Action Without a Meeting. An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. The written action is effective when it has been signed or consented to by authenticated electronic communication by all of those members, unless a different effective time is provided in the written action. Any filing made with the Minnesota Secretary of State reflecting action taken without a meeting must state that the action was taken pursuant to Minnesota Statutes Section 317A.445, or its successor.
Section 8. Remote Communication for Meetings. Meetings of the members may be held solely by one or more means of remote communication, if notice of the meeting is given to every member entitled to vote as provided in Section 3 of this Article, and if the number of voting members participating in the meeting is sufficient to constitute a quorum at a meeting. Participation by a member remotely constitutes presence at the meeting. If a meeting of members is held entirely remotely, the meeting must conform to the requirements of Minnesota Statutes Section 317A.450, or its successor.
ARTICLE VI
MEETINGS OF THE STATE BOARD
Section 1. Regular meetings. Regular meetings of the State Board may be held at a time and place as determined by resolution of the Board. The first State Board meeting shall occur within 60 days after the Annual Business Meeting, and there shall be a minimum of 3 other meetings throughout the year. After the time and place of regular meetings has been established, no additional notice of regular meetings needs to be given. Meetings may be held elsewhere, or at alternative times, if the notice of the meeting clearly provides so. Notice of any change in the place or time of holding any regular meeting, or of any adjournment of a regular meeting to reconvene at a different place, shall be given in accordance with Section 4 of this Article, to all directors who were absent at the time such action to schedule the meeting was taken, and posted to the Minnesota NOW website.
Section 2. Other meetings. Other meetings of the State Board outside of the Regular meeting schedule may be held at a time and place announced at a previous meeting of the State Board. Meetings of the State Board may also be called at any time (a) a majority vote of the Executive Committee (b) or at the request of ¼ of the State Board. The business transacted at all other meetings of directors shall be confined to the subject(s) stated in the notice, unless all directors of the corporation are present at the meeting and consent to the transaction of other business. Anyone entitled to call a meeting of the State Board may make a written request to the President to call the meeting. The President shall give notice of the meeting in accordance with Section 4 of this Article, setting the time, place and purpose, to be held between 2 and 30 days of the request. If the President fails to give notice of the meeting within 7 days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner provided by Section 4 of this Article.
Section 3. Attendance by Voting Membership. Unless all or part of a meeting of the State Board is declared to be “closed” or an “executive session” by a majority of the Executive Committee, voting members are entitled to attend any meeting of the State Board. However, any voting member in attendance shall not participate in the meeting except at the invitation of the President (or other individual designated as the chair of the meeting).
Section 4. Notice of Meetings; Waiver of Notice. Notice of each meeting of the State Board for which written notice is required shall be given personally, or by mail, telephone, or other mode of electronic communication consented to by the Director (for example, email or fax). Except as otherwise noted in these Bylaws, the notice shall state the time, place and purpose of the meeting. Unless otherwise stated in these Bylaws, required notice shall be given no less than 2 nor more than 30 days before the meeting, excluding the day of the meeting, to each director at their address according to the last available records of this corporation. Any Director may waive notice of a meeting of the Board before, at or after the meeting, orally, in writing or by attendance. Attendance by a Director at a meeting is a waiver of notice of that meeting, unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and they do not participate in the meeting.
Section 5. Quorum. The presence of 1/3rd of the members of the State Board, including at least 2 officers, shall constitute a quorum. If a quorum is present when a duly called meeting is convened, the directors present may continue to transact business until adjournment, even though directors leaving the meeting result in a number less than otherwise required for a quorum. At all meetings of the State Board, each director shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the directors present at any meeting at which there is quorum shall be sufficient to transact any business unless a greater number of votes is required by law or these Bylaws. A director shall not appoint a proxy for themselves or vote by proxy at a meeting of the State Board. A director who is present at a meeting of the State Board when an action is taken is presumed to have assented to the action unless the director votes against the action or is prohibited from voting on the action.
Section 6. Meetings solely by means of “remote” communications and/or participation by “remote” communication. A director or committee member may participate in a meeting by any means of communication through which they, other persons participating by that means, and everyone physically present at the meeting may simultaneously hear each other during the meeting. A conference among directors or committee members, even if one or more individuals is participating by electronic means, is a meeting of the directors or a committee if notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
Section 7. Written action (action without meeting). Any action permitted to be taken at a meeting of the directors may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors entitled to vote on the action. Upon signature of the last required Director, immediate notice of the action and effective date shall be made to all Directors. An action, other than an action requiring member approval, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action. All directors must be notified immediately of the text of the written action and its effective date. A director who does not sign or consent to the written action is not liable for the action.
ARTICLE VII
OFFICERS
Section 1. Officers. The officers of this corporation include a President, a Vice President, a Secretary, and a Treasurer. This corporation may also have other officers, such as a Legislative Coordinator, as the State Board may determine. Only members in good standing of National NOW for not less than 6 months prior to the conference shall be eligible to hold office. Officers must reside in the state of Minnesota. Any officer may be removed at any time by the State Board with or without cause. Any officer may resign at any time by giving written notice to the President or the Secretary and shall be effective without acceptance when the notice is received by the President or the Secretary, unless a later effective date is specified in the notice. Any vacancy occurring in office shall be filled by the State Board until the next Annual Business Meeting. The same person may not hold more than one office at the same time.
Section 2. Nominations. Nominations of candidates for officer roles shall be made from the floor of the Annual Business Meeting.
Section 3. Elections and Terms of Office. Except as otherwise provided in these bylaws, Officers shall be elected by majority vote of the Voting Membership present at the Annual Business Meeting. If there are more than two persons running for the same office, preferential voting shall be used. Unless otherwise designated at the time of election, Officers serve for a term of one year beginning 30 days after the conclusion of the Annual Business Meeting, and until their respective successors are elected and have qualified. No person shall be eligible for election to the same office for more than 6 consecutive terms.
Section 4. President. The President shall preside at all meetings of the State Board which is responsible for the general supervision, direction and management of the affairs of this corporation. The President shall also preside at the Annual Business Meeting and at meetings of the Executive Committee; shall appoint members of standing committees with the approval of the State Board; shall be an ex-officio member of all committees except the nominating committee; shall convene new chapters; shall be the spokesperson of Minnesota NOW; shall have general active management of the business of the corporation; shall see that orders and resolutions of the board are carried into effect; may execute on behalf of the corporation all contracts, deeds, conveyances, or other instruments in writing which may be required or authorized by the State Board for the proper and necessary transaction of the business of this corporation; shall maintain records of and, when necessary, certify proceedings of the board; and shall perform other duties as may be assigned to them from time to time by the State Board.
Section 5. Vice President. The Vice President shall perform the duties of the President in case of the latter’s absence or disability; shall be the chief assistant to the president; and shall perform such other duties as are assigned by the State Board.
Section 6. Secretary. The Secretary shall keep the corporation’s records and minutes; be the custodian of the records, documents, and papers of this corporation; maintain a record of all committee chairs and chapter presidents/conveners; shall conduct correspondence as directed by the State Board; shall furnish to the State Board a copy of the minutes of meetings not more than 30 days following each meeting; and shall perform such other duties and exercise such other powers as may be assigned to them from time to time by the State Board.
Section 7. Treasurer. The Treasurer shall keep accurate financial records for the corporation and is responsible for safeguarding the assets of this corporation. The Treasurer shall present a report of this corporation’s financial transactions and status to the State Board no less than annually; shall prepare an annual budget, subject to the approval of the State Board; shall ensure all required State and Federal tax and other filings are made; and shall from time to time make such other reports to the President and the State Board as those parties shall direct or require. The Treasurer shall perform such other duties as may be assigned to them from time to time by the State Board.
ARTICLE VIII
COMMITTEES
Section 1. Authority. The State Board may act through committees as authorized in resolutions adopted by a majority of the members of the State Board. Each committee shall have such duties and responsibilities specifically granted to it from time to time by the State Board, and shall at all times be subject to the control and direction of the State Board. Committee members need not be Directors. No committee shall have the authority to take any of the following actions:
- Amend or repeal the Articles of Incorporation or Bylaws of this corporation;
- Elect, appoint, or remove any member of the State Board or any officer of this corporation;
- Adopt or approve a plan of merger or consolidation with another corporation;
- Authorize the sale, lease, exchange, mortgage, or other disposition of all or substantially all of the assets of this corporation;
- Authorize the voluntary dissolution of the corporation or revoke voluntary dissolution proceedings; or,
- Amend or repeal any resolution of the State Board.
Section 2. Meetings and Voting. Meetings of each committee shall be called and held in the same manner required for meetings of State Board.
Section 3. Executive Committee. The Executive Committee shall be composed of the Minnesota NOW officers. Each person on the Executive Committee shall have one vote. Where action is necessary between State Board meetings, the Executive Committee may act on behalf of the State Board, provided the action is consistent with existing NOW policy. The Executive Committee shall report all of its actions and decisions to the State Board. All meetings of the Executive Committee shall be held only after adequate notice to all officers. The Executive Committee may meet by any means, such as conference telephone calls or email communication, which will allow the officers to confer as a body. A quorum of the Executive Committee shall be 50% of all officers, or 2 officers (whichever is greater).
ARTICLE IX
CONFLICT OF INTEREST/INDEMNIFICATION
Section 1. Director conflicts of interest. This corporation shall not enter into any contract or transaction with (a) one or more of its directors, officers, or a member of the immediate family of its director or officer, (b) a director or officer of a related organization, or a member of the immediate family of a director or officer of a related organization (within the meaning of Minnesota Statute section 317A.011, subd. 18), or (c) an organization in or of which the corporation’s director or officer, or member of the immediate family of its director or officer, is a director, officer, or legal representative, or has a material financial interest; unless the material facts of the contract or transaction and the interests of the director(s) or officer(s) are fully disclosed or known to the State Board, and the State Board authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the directors (not counting any vote that the interested director or officer might otherwise have, and not counting the interested director or officer in determining the presence of a quorum.) Failure to comply with this Section shall not automatically invalidate any contract or transaction to which this corporation is a party.
Section 2. Conflicts of interest: definitions. For purposes of the prior section, “immediate family” encompasses the following individuals: spouses, domestic-partners, parents, children, children’s spouses or children’s domestic-partners, siblings, or spouses or domestic-partners of siblings, aunts, uncles, first cousins, step-parents and step-children of a Responsible Person. “Domestic-partner” is used with respect to those designated as the intended life partner of an individual, regardless of whether such relationship is defined by or otherwise recognized by any governmental authority. Per the Minnesota Nonprofit Corporation Act, a “material financial interest” includes, but is not limited to, an individual’s relationship to an organization in which they have rights, whether or not yet vested, for payment of dividends, profit-sharing, compensation, reimbursement of expenses, repayment of obligations, or other liabilities from the organization. For purposes of the prior section, “material financial interest” does not include fixing the compensation of the director or fixing the compensation of another director as a director, officer, employee, or agent of the corporation, even though the first director is also receiving compensation from the corporation.
Section 3. Conflict of interest policy. The State Board shall adopt and annually review a conflict of interest policy. At a minimum, such policy shall require all individuals subject to the policy to certify annually that they agree to abide by it, and they shall provide on at least an annual basis to the Secretary of this corporation an annual disclosure of any existing or potential conflicts of interest, as defined in the policy.
Section 4. Insurance. This corporation may, to the full extent permitted by applicable law, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or member of a committee of this corporation against any liability asserted against such person and incurred by such person in that capacity.
Section 5. Indemnification. To the full extent permitted by any applicable law, and subject to the procedures and limitations noted in Minnesota Statutes Chapter 317A and in the following, this corporation shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of this corporation, by reason of the person’s current or former status as:
- a director, officer, employee, or member of a committee of this corporation; or,
- a director, officer, partner, trustee, employee, or agent of another organization or employee benefit plan, who while a director, officer, or employee of this corporation, is or was serving the other corporation at the request of this corporation or whose duties as a director, officer, or employee of this corporation involve or involved such service to the other corporation
against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements, and reasonable attorneys’ fees and disbursements, incurred by the person in connection with the proceeding.
Advances of expenses incurred which are payable shall not be made prior to a final determination in a proceeding, unless the advances are paid from insurance policies held by the corporation.
ARTICLE X
MISCELLANEOUS
Section 1. Fiscal year. The fiscal year of the corporation shall be from January 1 to December 31.
Section 2. Amendment. These bylaws may be amended or rescinded, and new bylaws may be adopted, by a three-fifth (3/5) vote at the Annual Business Meeting, provided that: a) amendments shall have been proposed by the State Board, a chapter, or by petition of five (5) percent of the members; and b) such proposed amendments have been mailed via postal mail, and/or email, or other electronic method to members in good standing not less than thirty (30) days prior to the Annual Business Meeting at which such amendments shall be discussed and voted upon. The revised Minnesota NOW Bylaws shall be published on the Minnesota NOW website following the Annual Business Meeting.
Section 3. Parliamentary Authority. Except as governed herein, all proceedings of this organization shall be governed by Robert’s Rules of Order, Newly Revised.