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STAR Bylaws

These bylaws are only available to current STAR members

 

AMENDED AND RESTATED

 
BYLAWS
OF

SERVING THE AMERICAN RINKS

(aka "STAR")

 

(As amended and restated on September 18, 2012)

 

THESE AMENDED AND RESTATED BYLAWS OF SERVING THE AMERICAN RINKS (aka "STAR") (these "Amended and Restated Bylaws") amend and restate all terms and conditions of those certain Bylaws of Serving the American Rinks, as dated and approved on September 19, 2001, as subsequently amended at an annual meeting of the Members of STAR held on December 9, 2011 (as previously amended, the "Prior Bylaws").  These Amended and Restated Bylaws were adopted at a duly called meeting of the Board of Directors of Serving the American Rinks held on September 18, 2012, in which a quorum was present and at which these Amended and Restated were approved by at least a majority of the Directors present and entitled to vote at the meeting.  Serving the American Rinks is a Minnesota non-profit corporation, incorporated by filing the Articles of Incorporation as of March 21, 2000, as subsequently amended by filing of Articles of Correction of Articles of Incorporation on August 22, 2000.

 
 
ARTICLE I - MEMBERSHIP
 

SECTION 1.1 Members. The members of this corporation shall be divided into classes, each of which shall have such voting rights as the Bylaws of this corporation shall prescribe from time to time. Persons who desire to become members of this corporation shall become members of this corporation by applying for membership in the appropriate class of membership and meeting the criteria for such class of membership as are set forth herein or as the Board of Directors shall establish from time to time.

 

SECTION 1.2 Classes of Membership. The classes of membership shall be (a) Facilities, (b) Vendors, (c) Individuals, (d) Founding Members, and (e) Allied Members.

 

(a) Facility Members shall be those persons or entities that own and/or operate an ice skating facility and that have applied for and received membership in the corporation, have paid all dues and are otherwise in good standing with the corporation.  A Facility Member may have one membership for each facility owned/operated by such Facility Member.  The Board of Directors may establish "Secondary Facility Members" as a subcategory within the classification of Facility Members for the purposes of pricing of membership for Secondary Facility Members, but such Secondary Facility Members shall otherwise be entitled to all rights of Facility Members. 

 

(b) Vendor Members shall be those persons or entities that serve as vendors or suppliers of equipment, goods, services or other items to ice skating facilities and that have applied for and received membership in the corporation, have paid all dues and are otherwise in good standing with the corporation. 

 

(c) Individual Members shall be those persons choosing to be members in the corporation and that have applied for and received membership in the corporation, have paid all dues and are otherwise in good standing with the corporation. 

 

(d) Founding Members shall be USA Hockey, Inc. ("USAH") and the United States Figuring Skating Association ("USFSA"), which shall be the only Founding Members.

 

(e) Allied Members shall be those organizations that have a reciprocal relationship with this corporation as determined by the Board of Directors.

 
SECTION 1.3 Representatives.          
 

1.3.1 Facility Members. Each Facility Member of this corporation shall be entitled to one (1) voting representative on matters coming before the members of the corporation.  The voting representative of each Facility Member, and any other representative of any Facility Member, shall be entitled to attend all meetings of the Facility Members or the entire membership, but only one representative shall be entitled to vote on any question coming before the meeting.  Each Facility Member shall provide the Secretary with written notice of the name of its voting representative and any subsequent changes thereof.  This corporation shall be entitled to rely on the notices that it believes in good faith to be currently in effect from time to time.

 

1.3.2 Vendor Members. Each Vendor Member of this corporation shall be entitled to one (1) voting representative on matters coming before the members of the corporation.   The voting representative of each Vendor Member, and any other representative of any Vendor Member, shall be entitled to attend all meetings of the Vendor Members or the entire membership, but only one representative shall be entitled to vote on any question coming before the meeting. Each Vendor Member shall provide the Secretary with written notice of the name of its voting representative and any subsequent changes thereof. This corporation shall be entitled to rely on the notices that it believes in good faith to be currently in effect from time to time.

 

1.3.3 Individual Members. Individual Members shall be entitled to attend all meetings of the Individual Members or the entire membership. On all questions coming before a meeting of the entire membership, each Individual Member shall be entitled to one vote.

 

1.3.4 Founding Members.  Each Founding Member of this corporation shall be entitled to one (1) voting representative on matters coming before the members of the corporation.  The voting representative of each Founding Member, and any other representative of any Founding Member, shall be entitled to attend all meetings of the Founding Members or the entire membership, but only one representative shall be entitled to vote on any question coming before the meeting. Each Founding Member shall provide the Secretary with written notice of the name of its voting representative and any subsequent changes thereof. This corporation shall be entitled to rely on the notices that it believes in good faith to be currently in effect from time to time.

 

1.3.5 Allied Members. Allied Members consist of organizations that have a reciprocal relationship with this corporation as determined by the Board of Directors. Allied Members shall be entitled to one non-voting representative, who shall be entitled to attend all meetings of the entire membership. There shall be no representative of the Allied Members on the Board of Directors of this corporation and the Allied Members shall have no voting rights.

 

SECTION 1.4 Dues. The Board of Directors shall determine the dues or other payments to be made by the members of each class of membership of this corporation from time to time.  Each member's membership shall commence upon the corporation's receipt and acceptance of the member's application for membership and dues for such member, and shall be renewed annually on such date by payment of the member's dues for the following year.

 

SECTION 1.5 Honorary members. The Board of Directors may confer honorary membership on any individual or individuals based upon such criteria, and with such voting rights, as the Board of Directors shall from time to time determine.

 

SECTION 1.6 Interest in property. The members of this corporation shall not, as such, have any right, title or interest in the real or personal property of this corporation.

 

SECTION 1.7 Resignation. Any member may resign his, her or its membership at any time by giving written notice to the President or the Secretary. Such resignation shall be effective without acceptance on the date of the receipt of such notice unless a later effective date is specified in the notice. Any member who resigns his, her or its membership shall not be entitled to a refund of any dues or other payments made to this corporation.

 

SECTION 1.8 Termination. If the Board of Directors deems it to be in the best interests of the corporation, any membership may be terminated by the Board of Directors by providing the member with not fewer than fifteen (15) days' written notice of the proposed termination and the reasons for it, and with an opportunity to be heard, orally or in writing, not fewer than five (5) days before the effective date of the proposed termination, by a person or committee authorized by the Board of Directors to decide whether the termination shall take place. The terminated member shall not be entitled to any refund of dues.

 
ARTICLE II - MEETINGS OF MEMBERS
 

SECTION 2.1 Annual meeting. The annual meeting of the members of this corporation for the presentation of reports on the activities and financial condition of this corporation, and the transaction of such other business as may properly come before the meeting, shall be held each year at such time and place as may be designated by the Board of Directors.  Pursuant to Section 8.3, the annual meeting of the members may be held by telephonic or other electronic communications. 

 

SECTION 2.2 Special meetings. Special meetings of the members of this corporation may be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon written request of at least fifty members or ten percent of the members of this corporation, whichever is less. Anyone entitled to call a special meeting of the members may make written request to the President to call the meeting, and the Secretary shall then give notice of the meeting, setting forth the time, place and purpose thereof, to be held no later than ninety (90) days after receiving the request. If the Secretary fails to give notice of the meeting within thirty (30) days from the date on which the request is received by the President, the person or persons who requested the meeting may fix the time and place of the meeting and give notice thereof in the manner hereinafter provided. If a special meeting is demanded by the members, the meeting shall be held at or near the principal business office of the corporation, or if there is no such principal business office then at a location 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.  Pursuant to Section 8.3, a special meeting of the members may be held by telephonic or other electronic communications. 

 

SECTION 2.3 Notice. Written notice of each meeting of the members, stating the time and place thereof, shall be given to all members by mail, by electronic communication directed to an electronic mail address at which the member has consented to receive notice, or in person, not fewer than five (5) nor more than sixty (60) days before the meeting, excluding the day of the meeting. All such notices not given in person shall be sent to the member at its postal or electronic address according to the latest available records of this corporation. Notice of any meeting at which members may vote by proxy shall so inform the members and shall describe the procedure for appointing proxies.  The meeting notice shall include a deadline by which any member may submit a request to the Secretary that an item be included on the agenda of the meeting.  The Executive Committee shall consider all requests submitted by the deadline and the Secretary or Secretary's designee shall distribute the agenda by email to all members entitled to notice of the meeting no later than five (5) days prior to the meeting.  Any member may waive notice of a meeting before, at or after the meeting, orally, in writing, by electronic communication, or by attendance. Attendance at a meeting is deemed a waiver unless the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects 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. When any meeting of the members is adjourned to another time and place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

 

SECTION 2.4 Members list for meeting. The Board of Directors shall fix a date not more than sixty (60) days before the date of a meeting of the members as the date for determination of the members entitled to notice of the meeting. If the Board of Directors fails to set such a date, the date shall be the sixtieth (60th) day before the date of the meeting. After fixing a record date for a meeting, the Secretary shall prepare a list of the names (in alphabetical order), addresses and number of votes of each member entitled to vote at the meeting. Beginning two (2) 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 communication with other members concerning the meeting. The list shall be made available through the date of the meeting and at the meeting.

 

SECTION 2.5 Voting; quorum. At all meetings of the members, each Facility Member, Vendor Member, Founding Member and Individual Member shall each be entitled to cast one vote on any question coming before the meeting. Voting to elect directors shall be carried out as described in Section 3.1. Each Facility Member, Vendor Member, and Founding Member's votes shall be cast by its appointed voting representative. Members may vote by proxy. Cumulative voting shall not be permitted. The presence of ten percent (10%) of the members in person or by proxy shall constitute a quorum at any meeting thereof. If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment. A majority vote of the members present, in person or by proxy, and entitled to vote at any meeting at which a quorum is present shall be sufficient to transact any business, unless a greater number of votes is required by law or these Bylaws.

 

SECTION 2.6 Written action. Any action that may be taken at a meeting of the members may be taken without a meeting by written action signed by a representative of all of the members entitled to vote on that action.

           

SECTION 2.7 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 set forth in Minnesota Statutes, section 317A.447.

 
ARTICLE III - DIRECTORS
 

SECTION 3.1 Number and method of election. The Board of Directors of this corporation shall consist of nineteen (19) persons, who shall be selected as set forth in this section. The Founding Members  shall be entitled to appoint a total of ten (10) of the directors in a manner determined or agreed upon by the Founding Members.    The Facilities Members shall be entitled to elect five (5) directors to represent the Facilities Members, the Vendors Members shall be entitled to elect one (1) director to represent the Vendor Members and the Individual Members shall be entitled to elect one (1) director to represent the Individual Members.  Any person in an ownership position of or that is employed by a Facilities Member or Vendor Member is eligible to run for the respective Facilities Member or Vendor Member positions on the Board of Directors.  For purposes of electing members of the Board of Directors only, each class of membership shall vote as a separate class according to the procedures set forth in Section 3.5. There shall also be two directors-at-large, who shall be elected by the entire membership. For purposes of electing the directors-at-large, each Facilities Member, Vendor Member, Founding Member and Individual Member shall be entitled to one (1) vote.

 
Founding Members:  10
Facilities Members:    5
Vendors Members:     1
Individual Members:   1
At-Large Members:    2
Total:                        19
 

Any meeting of a class of members shall be held in accordance with the provisions of Sections 2.2 to 2.7 of these Bylaws, applied, where appropriate, to the class of members rather than the entire membership; provided, however, that notice of the annual meeting of the membership shall also serve as notice of the meetings of the separate classes of members during the annual meeting. 

 

SECTION 3.2 Terms. Except as otherwise provided in Section 3.1, each director of this corporation shall be elected to serve for a term of three (3) years commencing with the Board of Directors meeting immediately following their election. The members of the Board of Directors shall be divided into three groups as nearly equal in number as possible, so that the terms of office of approximately one-third of the members of the Board of Directors shall expire each year. A director shall hold office for the term for which he or she was elected, and until his or her successor has been elected and until such successor has qualified, or until the director's prior death, resignation or removal. No director, other than a director appointed by the Founding Member(s), shall serve more than two consecutive three-year terms of office.

 

SECTION 3.3 Removal: resignation: vacancies. Any director, other than a director appointed by the Founding Member(s), may at any time be removed  by a two-thirds (2/3) majority vote of the Board of Directors. Any director appointed by a Founding Member(s) may be removed, with or without cause, only by the entity that appointed such director. 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, other than those directors appointed by the Founding Members, may be filled by a person elected by the Board of Directors for the unexpired term of such director.  Vacancies in a director position appointed by the Founding Members shall be filled in a manner determined or agreed upon by the Founding Members

 

SECTION 3.4 Honorary directors. The Board of Directors may, from time to time, elect one or more honorary directors of this corporation who shall be advisory members of the Board of Directors of this corporation. Any such election shall be for such term and based on such criteria as the Board of Directors from time to time deems appropriate. All honorary directors shall be non-voting directors of this corporation.

 

SECTION 3.5 Election Procedures.  The annual election of Directors for the Facility Members positions, Vendor Members position, Individual Members position, and At Large positions shall be conducted by email and/or facsimile ballot and shall be held as follows:

 

3.5.1 On or before July 1 of each year, the corporation shall send an email notice to all members, and shall publish the notice on the corporation's website (www.starrinks.com), which notice shall include: (a) a description of the positions for which a director election shall be held, (b) the name of the person currently holding the office and whether they are eligible for re-election, (c) how a member can submit a nomination (including by email and facsimile) and what information must be included in the nomination, (d) the date and time by which nominations must be submitted, and (e) include a link to the corporation's website where these election procedures and relevant deadlines (as determined in accordance with this Section 3.5) are described.  The corporation shall also publish the notice in corporate newsletters or magazines during the nomination period. 

 

3.5.2 The deadline by which nominations must be submitted shall be no earlier than ten (10) days from the email and initial posting of the notice, but shall be no later than July 31.  The corporation shall send at least one reminder notice of the nomination deadline (which shall include the same information as above) by email to all members between two (2) and seven (7) days before the nomination deadline. 

 

3.5.3 No later than August 5, the corporation shall (a) verify all nominees for eligibility, (b) post the list and information on all candidates on the www.starrinks.com website, (c) send an email to all members that (i) attaches a written ballot, (ii) contains a link to the page on the www.starrinks.com website where candidate information may be found, (iii) advises of the date and time by which ballots must be submitted, and (iv) provides instructions on how to submit written ballots by email and facsimile.  The corporation may send additional emails containing this same information during the period in which balloting is open.

 

3.5.4 Balloting shall be open for no less than three (3) business days and the corporation shall accept all written ballots submitted by email or facsimile on or before the deadline for receiving ballots.  The balloting window shall close no later than August 10. 

 

3.5.5 The corporation shall tabulate the election results and attempt to contact all candidates of the results on or before August 15.  On or before August 15 the corporation shall send an email to all members announcing the names of the elected board members and shall also post such names on the www.starrinks.com website.  All newly elected members shall be advised of any upcoming Board of Directors meetings for which notice has already been sent. 

 

ARTICLE IV - MEETINGS OF THE BOARD OF DIRECTORS

SECTION 4.1 Annual meeting. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may properly come before the meeting shall be the next Board of Directors meeting following the annual meeting of the members of this corporation at the time and place designated from time to time by the Board of Directors.

 

SECTION 4.2 Other meetings. Other meetings of the Board of Directors may be held at such time and place as are announced at a previous meeting of the Board of Directors.  Additional meetings of the Board of Directors may also be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon the written request of four or more members of the Board of Directors. Anyone entitled to call a meeting of the Board of Directors may make a written request to the Secretary to call the meeting, and the Secretary shall give notice of the meeting, setting forth the time and place thereof, to be held between five (5) and thirty (30) days after the date of the notice of meeting. If the Secretary fails to give notice of the meeting within seven (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 hereinafter provided.

 

SECTION 4.3 Notice of meetings. Notice of each meeting of the Board of Directors for which notice is required, and of each annual meeting, stating the time and place thereof, shall be given to all directors by electronic communication or in person at least five (5) days before the meeting, or shall be mailed to each director at least five (5) days before the meeting. All such notices not given in person shall be sent to the director at his or her postal or electronic mail address at which the director has consented to receive notice, in either case according to the latest available records of this corporation. Any director may waive notice of a meeting before, at or after the meeting, orally, in writing, by electronic communication, or by attendance. Attendance at a meeting is deemed a waiver 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 the director does not participate in the meeting.

 

SECTION 4.4 Quorum and voting. The presence of a majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. If a quorum is present when a duly called meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of one or more directors leaves less than the number otherwise required for a quorum. At all meetings of the Board of Directors, 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, if there be a 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 himself or herself or vote by proxy at a meeting of the Board of Directors. For purposes of determining whether a director has met his or her fiduciary duties as a director, but for no other purpose, a director who is present at a meeting of the Board of Directors when an action is approved by the Board of Directors is presumed to have assented to the action unless the director votes against the action or is prohibited from voting on the action.

 

SECTION 4.5 Action without a meeting. Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors. Any such action may also be taken by written action signed by fewer than all of the directors in accordance with the provisions of the Articles of Incorporation.

 

SECTION 4.6 Director conflicts of interest. This corporation shall not enter into any contract or transaction with (a) any member of the Board of Directors or a member of the family of a director; (b) a director of a related organization (within the meaning of Minnesota Statutes, section 317A.011, subd. 18) or a member of the family of a director of a related organization; or (c) an organization in or of which a director of this corporation, or a member of the family of a director of this corporation, is a director, officer or legal representative or has a material financial interest; unless in any of the above cases the material facts as to the contract or transaction and as to the director's interest are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote (without counting the interested director) of a majority of the disinterested members of the Board of Directors, at a meeting at which there is a quorum without counting the interested director. This Section shall not apply to any contract or transaction between this corporation and a member of this corporation acting in its capacity as a member, e.g., a contract pursuant to which a member purchases services or benefits generally available to one or more classes of members. For purposes of these Bylaws, "member of the family of a director" shall mean a spouse, parent, child, spouse of a child, brother, sister, or spouse of a brother or sister, of the director. Failure to comply with the provisions of this Section shall not invalidate any contract or transaction to which this corporation is a party.

 
 
 ARTICLE V - OFFICERS
 

SECTION 5.1 Designation and term. The officers of this corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time designate. Officers shall be elected by the Board of Directors from those members of the Board of Directors that were appointed by the Founding Members and shall be elected to serve for terms of one (1) year and until their respective successors are elected and have qualified.  Elections of officers shall occur at the next Board of Directors Meeting following the annual meeting of members.  Each newly elected officer's term shall commence at the conclusion of the Board of Directors meeting at which they were elected.  No officer shall hold the same office for more than four (4) consecutive terms. Any officer may at any time be removed by the Board of Directors by a two-thirds (2/3) majority vote of the Board of Directors. Any officer 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.  No person may hold more than one office at the same time. 

 

SECTION 5.2 President. The President shall be the chief executive officer of this corporation. He or she shall: (a) have general management oversight of the business of this corporation; (b) when present, preside at meetings of the Board of Directors; (c) see that orders and resolutions of the Board of Directors are carried into effect; (d) have the authority to sign and deliver in the name of this corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, the Bylaws or the Board of Directors to another person; and (e) perform such other duties as are prescribed by the Board of Directors.

 

SECTION 5.3 Vice Presidents. One or more Vice Presidents may be elected by the Board of Directors. During the absence or disability of the President, it shall be the duty of the highest ranking Vice President who shall be present at the time and able to act, to perform the duties of the President. The determination of who is the highest ranking of two or more persons holding the same office shall, in the absence of specific designation of order of rank by the Board of Directors, be made on the basis of the earliest date of election, or, in the event of simultaneous appointment or election, on the basis of the longest continuous service as an officer or director of this corporation.    

 

SECTION 5.4 Secretary. The Secretary shall provide for the keeping of accurate minutes of all meetings of the Board of Directors and of the members, and shall be responsible for the custody of the records, documents and papers of this corporation. He or she shall provide for the keeping of proper records of all transactions of this corporation. He or she shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of Secretary, or imposed by these Bylaws. He or she shall also perform such other duties as may be assigned to him or her from time to time by the Board of Directors.

 

SECTION 5.5 Treasurer. The Treasurer shall perform or ensure the performance of the following duties: (a) present a budget to the Board of Directors at the annual meeting for approval by the Board; (b) sign and deliver in the name of this corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, the Bylaws or the Board of Directors to another person.

 

SECTION 5.6 Chief Operating Officer.  The Board of Directors may appoint a Chief Operating Officer of the corporation, upon terms and conditions as shall be mutually satisfactory.  The Chief Operating Officer shall be empowered to run the day to day affairs of the corporation, shall be a non-voting member of all committees of the corporation, shall perform all secretarial duties, attend to all routine details, receive and distribute all funds received from any source upon approval of the Board of Directors or Executive Committee, and shall assist and perform all other general duties as the need arises.  The Chief Operating Officer shall cause to be prepared the annual financial statement of the corporation each year, and proposed budget for the following year, which shall be presented to the members of the Board of Directors at the annual meeting of the Board of Directors.  The Chief Operating Officer, in addition to the foregoing and with the concurrence of the President, is charged with the operation, general supervision and direction of all of the business affairs of the corporation and shall discharge all of the duties imposed on him/her by the Board of Directors and/or Executive Committee from time to time.

 

SECTION 5.7 Additional powers. Any officer of this corporation, in addition to the powers conferred upon him or her by these Bylaws, shall have such powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.

 
ARTICLE VI - COMMITTEES
 

SECTION 6.1 Executive Committee. The Board of Directors shall designate an Executive Committee composed of the officers of this corporation and three (3) other directors elected by the Board of Directors. The President shall be the Chair of the Executive Committee. The Executive Committee shall have the authority of the Board of Directors in the management of the business of this corporation in the interval between meetings of the Board of Directors, and the Executive Committee shall at all times be subject to the direction of the Board of Directors and any decisions of the Executive Committee are subject to ratification by the Board of Directors. Any vacancy on the Executive Committee occurring because of the death, resignation or removal of an Executive Committee member may be filled by a person elected by the Board of Directors to fill such vacancy. 

 

SECTION 6.2 Standing Committees.  The standing committees of the corporation shall be Governance, Finance, Membership, Education and Special Events.  The Board of Directors may, in resolutions adopted by a majority of the members of the Board of Directors, establish committees having the authority of the Board of Directors to the extent provided in such resolutions. Each such committee shall at all times be subject to the control and direction of the Board of Directors. The President shall appoint the members to each committee following the annual meeting of the Board of Directors.  The chair of each standing committee shall be a member of the Executive Committee.  Committee members, other than members of the Executive Committee, need not be directors, and shall serve one year terms on their respective committee(s) unless re-appointed or removed by the President.  The President and Chief Operating Officer shall serve as non-voting members of all committees, except that in cases where the President also serves as the chair of a committee, the President may have a vote on committee matters.

 

SECTION 6.3 Meetings and voting. Meetings of each committee shall be called and held in accordance with the provisions of Sections 4.2 to 4.5 of these Bylaws as they apply to meetings of the Board of Directors.

 
ARTICLE VII - INDEMNIFICATION
 

SECTION 7.1 Indemnification. This corporation shall indemnify its directors officers, committee members, and employees against such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 317A.52l, subd. 2, as amended from time to time, or as required by other provisions of law; provided, however, that no indemnification shall be made with respect to any claim, issue or matter as to which the person shall be adjudged to be liable to this corporation.

 

SECTION 7.2 Advances. This corporation shall advance expenses in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 317A.521, subd. 3, as amended from time to time; provided, however, that this corporation shall not advance expenses incurred in defense of a claim brought by or in the right of this corporation. The provisions of this Section are not intended to limit the ability of a person to receive advances as an insured under an insurance policy maintained by this corporation.

 

SECTION 7.3 Insurance. This corporation shall purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, or employee against any liability asserted against and incurred by such person in or arising from such capacity, whether or not this corporation would otherwise be required to indemnify the person against the liability.

 
ARTICLE VIII - MISCELLANEOUS
 

SECTION 8.1 Fiscal year. Unless otherwise fixed by the Board of Directors, the fiscal year of this corporation shall begin on January 1 and end on the succeeding December 31.

 

SECTION 8.2 Corporate seal. This corporation shall have no seal.

 

SECTION 8.3 Electronic communications. A conference among members, directors, or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the members, Board of Directors or committee, as the case may be, if the same 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 8.4 Amendments. The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the corporation.  Amendments to these Bylaws may be made at any regular or special meeting of the Directors that has been duly called and held with a quorum present and which amendment shall have received the affirmative vote of at least a majority of the Directors present and entitled to vote at the meeting.  Notice of the meeting of the Directors shall include a copy or summary of each proposed amendment and shall be given in the manner and within the time frames for any other meeting of the Board of Directors as specified in these Bylaws.  Notwithstanding the foregoing, pursuant to Minnesota statutes, Section 317A.181, the Board shall not adopt, amend or repeal any Bylaw fixing a quorum for meetings of members, prescribing procedures for removing directors or filling vacancies in the Board, or fixing the number of directors or their classifications, qualifications, or terms of office, but may adopt or amend a Bylaw to increase the number of directors. A Bylaw amendment to increase or decrease the vote required for a member action must be approved by the members.

 

SECTION 8.5 Authority to borrow, encumber assets. No director, officer, agent or employee of this corporation shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances.

 

SECTION 8.6 Execution of instruments. All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of this corporation shall be signed on behalf of this corporation by the President or Treasurer, or by such other person or persons as may be designated from time to time by the Board of Directors.

 

SECTION 8.7 Deposit of funds. All funds of this corporation shall be deposited from time to time to the credit of this corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors from time to time.