MCN Bylaws

ARTICLE 1 - NAME, PURPOSE

Section 1:                The name of the organization shall be the Minnesota Council of Nonprofits.

Section 2:         The Minnesota Council of Nonprofits was formed to increase public awareness of nonprofit activities; to support and conduct nonpartisan research, educational and informational activities to increase public awareness of nonprofit activities; to provide research and information to foundations and corporate giving programs about the needs of organizations that serve or advocate for disadvantaged people; to research the contribution patterns of foundations and corporate giving programs; to sponsor reports, meetings and workshops for nonprofits about how to obtain charitable contributions; conduct research and education about funding of nonprofit organizations; sponsor other services to strengthen the stability of the nonprofit sector; and to educate the public about the funding needs of organizations that provide services or advocacy for disadvantaged people.

                ARTICLE II - MEMBERSHIP

Section 1:        Application for voting membership shall be open to any nonprofit organization that support the purpose statement in Article 1, Section 2, and continuing membership is contingent upon being up-to-date on membership dues.

Section 2:        Membership shall be granted upon a majority vote of the Board. The Board of Directors shall have the right to deny, or terminate, the membership of any organization.

Section 3:         Each voting member of the Minnesota Council of Nonprofits shall appoint one voting representative to attend the annual meeting. 

Section 4:         The Board shall have the authority to establish and define nonvoting categories of membership.

                ARTICLE III - MEETINGS OF MEMBERS

Section 1:         Annual Meeting.  The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2:         Special Meetings.  Special meetings may be called by the Chairperson, the Executive Committee, or a simple majority of the Board of Directors.  A petition signed by ten percent of the voting members may call a special meeting.

Section 3:        Notice.  Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.

                ARTICLE IV - BOARD OF DIRECTORS

Section 1:         Board Role, Size, Composition.  The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council's Executive Director and committees.  The Board shall have up to twenty-one, and no fewer than fifteen, members.  The board receives no compensation other than reasonable expenses.

Section 2:          Meetings.  The Board shall meet at least quarterly, at an agreed upon time and place.

Section 3:         Board Elections.  Up to fourteen Board members shall be elected by the voting representatives of member organizations.  Member Representative Board Members will be divided into two classes for election purposes:  four Greater Minnesota Member Representative Board Members and ten General Member Representative Board Members.

Section 4:         Board Development Committee.  A Board Development Committee shall be appointed by the Board to represent diverse aspects of the nonprofit community.  The Board Development Committee shall have three board members, with the Executive Director as an ex-officio committee member.  Committee members shall serve one year terms.  The Board Development Committee shall be responsible for developing nominees for board elections, board committees, and planning for board training and leadership development.

Section 5:         Election Procedures.  The Board Development Committee shall be responsible for nominating a slate of member representatives equal to one and a half times the number of elected member representatives to be chosen each year, seeking to preserve the diversity and balance necessary to enable the Minnesota Council of Nonprofits to provide policy guidance on the broad spectrum of nonprofit issues.  Nominees selected by the Board Development Committee must be member representatives of member organizations of the Minnesota Council of Nonprofits.  The four Greater Minnesota Member Representative board positions will be divided into four geographic regions defined by the Board.  Only Member Representatives from within a geographic region may be nominated for that region's board vacancy.  All members will be eligible to vote for each class of board candidate.  In addition to the slate of nominees presented by the Board Development Committee, any member representative may become a nominee by obtaining the signature of five percent of the Minnesota Council of Nonprofits who move his or her nomination.  The election will be held by mail in accordance with the election procedures established by the Board of Directors.  Each organization eligible to vote shall receive one ballot, and shall have a number of votes equal to the number of openings to be filled in the particular class of the ballot.  These votes may be cast cumulatively within a class, where there is more than one vacancy.  The nominees receiving the largest number of votes in each class of the ballot in the annual election shall be elected to those full term vacancies which exist.

Section 6:         At-Large Board Members.  The fourteen Board members elected at the annual meeting shall recruit and elect up to seven additional people from the community to serve as at-large members of the Board.  At-large members should represent diverse interests of the community.  A majority of the board must represent organizations that serve or advocate for disadvantaged constituencies.  At the first board meeting after the election, the board will identify areas of needed representation, with the goal of maintaining a board broadly representative of the nonprofit sector.  The Board Development Committee will be responsible to recommend nominees for at-large positions for an election by the board at the board meeting one month after the member representative election.  no later than three months after the election of new member representative board members, at-large members will join the board.  At-large board members will serve two year terms, to a maximum of six years.

Section 7:         Terms.  All Board members shall serve three-year terms, but are eligible for re-election.  However, no board member shall serve more than two three-year terms.  The first Board will include members with one and two-year terms to begin staggered terms.

Section 8:          Quorum.  A quorum must be attended by at least forty percent of the Board members before business can be transacted or motions made or passed.

Section 9:         Notice.  An official Board meeting requires that each Board member have written notice two weeks in advance.

Section 10:       Officers and Duties.  There shall be five officers of the Board consisting of a Chair, a first Vice-Chair, a second Vice-Chair, Secretary, and Treasurer.  The officers shall be elected by the Board at the November Board Meeting after the at-large members are seated.  Their duties are as follows:

                         The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order:  first Vice-Chair, second Vice-Chair, Secretary and Treasurer.

                        The Vice-Chair will chair committees on special subjects as designated by the board.

                        The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

                         The Treasurer shall make a report at each Board meeting.  Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 11:        Vacancies.  When a vacancy on the Board exists, nominations for new members may be received from present Board members and member organizations by the Secretary two weeks in advance of a Board meeting.  These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.  Greater Minnesota Member Representative Board Members must work within the geographic area for that board position.  All vacancies will be filled only to the end of the particular Board member's term.

Section 12:        Resignation, Termination and Absences.  Resignation from the Board must be in writing and received by the Secretary.  The fourteen representative Board members must represent a voting member organization.  If a member organization notifies the Board that their representative who serves on the Board no longer represents the member organization, the person is no longer eligible to be one of the fourteen representative Board members.  A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year.  A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 13:        Special Meetings.  Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board.  Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.

Section 14.        The Board may set dues schedules for memberships. 

                ARTICLE V - COMMITTEES

Section 1:         The Board may create committees as needed, such as public relations, peer education, trustee education and data collection.  There shall be three standing committees - Executive, Personnel and Finance Committees.  The Board Chair appoints all committee chairs.  Committee chairs must be members of the Board.

Section 2:         The five officers serve as the members of the Executive Committee.  The Executive Committee shall review the performance of the Executive Director.  Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3:         Finance Committee.  The Treasurer is chair of the Finance Committee, which includes three other Board members.  The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members.  The Board must approve the budget, and all expenditures must be within the budget.  Any major change in the budget must be approved by the Board or the Executive Committee.  The fiscal year shall be the calendar year.  Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income.  The financial records of the Council are public information and shall be made available to the membership, Board members and the public.

Section 4:         Personnel Committee and Hiring Policy.  The Board as a whole is responsible for hiring the Executive Director.  The Executive Director is responsible for hiring and supervising other staff.  The Personnel Committee shall operate as a grievance committee, and is responsible for developing a personnel policy.

                ARTICLE VI - DIRECTOR AND STAFF

Section 1:         Executive Director.  The Executive Director is hired by the Board.  The Executive Director has day-to-day responsibility for the Council, including carrying out the Council's goals and Board policy.  The Executive Director will attend all Board meetings, report on the progress of the Council, answer questions of Board members and carry out the duties described in the job description.  The Board can designate other duties as necessary.

                ARTICLE VII - AMENDMENTS

Section 1:         These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors.  Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

5/9/90

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