As Amended 17 October 2007
ARTICLE 1: PURPOSE
The purpose of the Council shall be appropriate actions to guard neighborhoods directly or indirectly harmed by airport operations at Minneapolis-St. Paul International Airport [MSP], including but not limited to noise, safety, health, economics, and the natural environment. This By-Law shall be supplemented by ongoing, publicly stated policies and objectives.
ARTICLE II: ORGANIZATION
The name and the principal offices of the South Metro Airport Action Council, hereinafter the “Council” shall be as registered in the articles of incorporation or registration filed with the Minnesota Secretary of State and shall comply with Minnesota Law Chapter 501(4) (c) and Rules governing not-for-profit organizations. The Council may have such other offices, either within or without the State of Minnesota, as the Board of Directors may determine from time to time.
- Classes of Members. There shall be two (2) classes of Members, individual members and group or contributing members.
a. Any person interested in individual membership in the Council may apply in writing as determined by the Board of Directors, hereinafter the “Board”, and unless rejected by a two-thirds majority vote of the Board within thirty days of receipt or by a majority of the members at the Annual Meeting, the application shall be enrolled. Annual dues shall be as determined by the Board at its first meeting after the Annual Meeting. After paying the dues, individual Members shall be entitled to vote at the Annual Meeting, to seek election to the Board, to serve on committees, to address the Board at its meetings, and to such other privileges and duties as assigned to members by the Board. Annual dues must be paid before the next Annual Meeting in order to vote, but currently paid and enrolled members need not re-apply.
b. Group or Sustaining Members.
Any organization, including Corporations, may become a Group or Sustaining Member of the Council as specified by the Board of Directors. The Board may allow Group or Sustaining Members to name a single representative who shall act on their behalf and have the same privileges and duties as individual members. The Board shall set an annual fee for Group or Sustaining Members that shall not be less than 150% of the individual member dues.
Members shall be listed in records maintained by the Board. Enrolled members are entitled to vote at the Annual Meeting and postponements or continuations thereof and upon such matters as may be submitted to the Members by the Board. The Board shall determine the method of voting; voting by mail is not excluded. Membership and enrollment shall be from the date dues are received by the Treasurer until the final adjournment of the next Annual Meeting. Individual Membership is not transferrable or assignable. Members may withdraw by notifying the Board in writing; and withdrawn members may apply for reinstatement; annual dues shall not be refunded. Members may be expelled for cause by a two-thirds majority vote of the Board at its next meeting following a hearing, or by a majority vote of the Members if the matter is submitted to the Members by the Board. Motions for expulsion for cause must be reasonable and made by a Board Member only.
ARTICLE III: ANNUAL MEETING
The Annual Meeting of SMAAC Members shall be held each November for the purpose of electing the Board of Directors and for such other business as may become before the meeting. The Annual Meeting shall be held at a time and place designated by the President. At the Annual Meeting, the term of office for each Director shall be set at one (1), two (2), or three (3) years and Directors elected for expiring terms or vacancies only. If for any reason the meeting is not held in November, or on the day designated by the President, or if a Board of Directors is not elected at the Annual Meeting or at a continuance thereof, a Special Meeting of the Members shall be held as soon as feasible to elect the Board of Directors to serve until the next Annual Meeting.** [As amended 17 October 2007. See also Permanent Rules and current Board Roster.]
- Special Meetings.
Special Meetings of the Members may be called by the President, by the Board of Directors, or by not less than one-tenth [1/10th]of the enrolled members. The purpose of the meeting shall be stated in the call, and no other business is in order unless the meeting is pursuant to Article III, Section 1.
- Notice of Meetings.
All enrolled Members shall be notified of the Annual Meeting or any Special Meeting in writing or print by US Mail stating the place, day, hour and purposes of the meeting. Notices shall be mailed not less than 10 days and not more than 40 days before the day of the meeting to the address indicated by the Member upon payment of the annual dues. Meeting Notices may be incorporated in other mailings, such as newsletters, if convenient, but such notices shall be prominent. Meetings may be advertised or publically announced, after which the payment of current year dues or fees, if applicable, shall not require a separate notice to the newly enrolled members.
A quorum shall be one-twentieth [1/20th] of the eligible voters. If a quorum is not present, a majority of the eligible voters present may recess the meeting to a certain time and place without further notice.
Article IV: Board of Directors
- General Powers.
The affairs of the Council shall be managed by its Board of Directors, hereinafter the “Board,” which shall have the authorities specified by these By-Laws and Minnesota Law. Directors as such shall not receive any compensation for their services, but may be reimbursed for personal expenses as provided for by the Board.
- Directors. The Board shall consist of nine (9) members, hereinafter “Directors” as elected at Annual Meetings. Directors must be voting members of the Council, but need not be residents of the State of Minnesota. The term of office of each Director shall be until a successor is elected or a vacancy declared at the next annual meeting or continuation thereof. A Director may resign from the Board by notifying the Board in person at a Board meeting or in writing and requesting that a vacancy be declared. A Director may be removed from the Board for cause by the affirmative vote of a majority of the Board after a hearing.
- Regular Meetings. A meeting of the Board shall be held immediately after the Annual Meeting without any other notice than this By-Law. The Board may then determine a time and place for no less than three (3) other regular meetings of the Board by resolution, without any other notice than this resolution.
- Additional Meetings. Additional meetings of the Board may be called by the President or by any two (2) Directors with at least seven (7) days notice.
- Permanent Rules. The Board may adopt permanent rules consistent with these By-Laws to facilitate business. These rules shall be codified and retained in the records of the Council.
- Notice. All Directors shall be notified of the schedule of regular meetings, any changes thereto, and of any additional meetings by mail or Email. If a meeting is scheduled by Board Resolution and draft minutes are circulated, including the minutes being posted on a designated electronic bulletin board or internet web-site, no further notice shall be required. The only remedy for claims of ineffective notice shall be reconsideration of actions of the Board at the next meeting, and this motion must be made as a point of personal privilege prior to approval of the draft minutes. If the Board reconsiders its prior actions, they may be reinstated or modified by a recorded majority vote of the Directors present at the subsequent meeting.
- Quorum. Four Directors shall constitute a quorum for business at any meeting of the Board, unless a greater number is required by law of these By-Laws. If less than four (4) Directors are present, a majority may postpone the meeting from time to time without further notice.
- Vacancies. Any vacancy on the Board shall be filled by the Board. A Director named to fill a vacancy shall serve for the unexpired term of the Director replaced. Unless specifically limited by a majority vote of the members at the Annual Meeting, vacancies shall exist up to a total of 9 Directors.
Article V: Administration
a] The officers of the Council shall be President, Vice President, Secretary, and Treasurer These officers shall be elected from among the Directors and shall have the authorities and duties set out in these By-Laws or proscribed by law.
b] The Board may elect from its members additional vice presidents, assistant secretaries, or assistant treasurers as it deems efficient to manage the affairs of the Council.
c] The Board may further elect, or authorize the President to appoint, other enrolled members of the Council [not necessarily Directors] to have such terms of office, authority and duties as are proscribed by the Board.
- Terms of Office. President, Vice President, Secretary, and Treasurer shall be elected annually for nominally one-year terms. If these Officer positions are designated during the Annual Meeting in conjunction with the election of the Board of Directors, the designated Directors are thereby elected as Officers. Otherwise, the Board of Directors shall elect these Officers as soon as feasible. Any Officer elected to an office described in Article V, Section 1 (a) or (b) shall serve until a successor is elected except as provided in Article V Section 4.
- Powers and Duties. Unless otherwise specified by the Board, each officer shall have the powers and authorities and shall perform and discharge the customary duties of officers with the same or similar titles in not-for-profit corporations of a similar kind.
- Vacancies. A vacancy in any office may be filled for the unexpired portion of the term by the Board. Any Officer may be removed by a simple majority of the full Board if in the best interests of the Council or for cause, including nonfeasance, malfeasance, or misrepresentation.
- Committees. Unless otherwise provided in the permanent rules, committees shall have the members, powers, duties, and term established in an enabling resolution adopted by a quorum of the Board. Only committees consisting of a majority of Directors may act for the Board between its meetings. No committee shall operate to relieve the Board or an Officer of any duty imposed by these By-Laws or Minnesota law.
- Contracts. The Board may enter into contracts on behalf of the Council and designate any officer or director as its agent by rule or resolution.
- Treasury. All receipts of the Council, including dues, gifts, interest, or earnings, shall be promptly deposited to the benefit of the Council and records kept thereof by the Treasurer or as provided in a rule.
- Records and Accounts. The Board shall keep
a] complete and correct financial accounts;
b] a membership roll with the names addresses, and other needed information of all members of the Council currently eligible to vote as provided in Article II Section 2; and
c] summary minutes of the Annual Meeting and any special meeting of the Council members, summary minutes of the Board meetings, and reports of all actions of Directors, Officers, or committees having and exercising any delegated authorities of the Board.
d] The Board shall provide for an audit of financial accounts at least every other fiscal year. e] Records and Accounts of the Council or any unit thereof may be inspected by any enrolled member for any proper purpose at any reasonable time.
Article V: Amendments
These By-Laws may be altered, amended or repealed, or new By-Laws may be adopted by the members in the Annual or Special Meeting, or by a two-thirds majority of the Board, provided that the intent to consider changes to the By-Laws has been noticed according to Article III, Section 3 or Article IV, Section 4. The Board shall assure the format and style of By-Laws as replaced or revised are consistent with law, and a copy shall then be filed with the Minnesota Secretary of State or as then required by Minnesota law.