MINNESOTA STREET SUPERINTENDENTS ASSOCIATION

Transcription

1 MINNESOTA STREET SUPERINTENDENTS ASSOCIATION CONSTITUTION & BY-LAWS ARTICLE I NAME MINNESOTA STREET SUPERINTENDENTS ASSOCIATION (MSSA) ARTICLE II PURPOSE & POWERS SECTION A. Name: The name of this organization shall be the Minnesota Street Superintendents Association. Hereinafter referred to as MSSA. It shall be a non-profit organization incorporated under the laws of the State of Minnesota. To promote a relationship reflecting goodwill, neighborliness, exchange of ideas and experiences tending insofar as is practicable to make nearly standardized procedures and practices. SECTION B. Purpose: To promote a relationship reflecting goodwill, neighborliness, exchange of ideas and experiences tending insofar as is practicable to make nearly standardized procedures and practices. To refrain from involvement in the promotion of any particular equipment, materials, or service. SECTION C. The Association is a non-profit organization. None of its monies or assets shall be used for the benefit of any individual, officer, or member for other than actual expense incurred or for services rendered. SECTION D. Headquarters: The MSSA mailing address is 828 Greeley Street S. Stillwater MN SECTION F. Operations: Records all official records (membership, finances, training and educational events scholarships and donations) shall be kept Ten (10) years. Each calendar events year shall have its own folder. All records are kept with the Treasurer.

2 Folders: 1. Membership contains all membership forms, copies of payment and a copy of the final electronic list. 2. Finances contains monthly bank statements, receipts with a note of the income/expense purpose, copy of the electronic transaction summary with the program code and transaction purpose. 3. Meetings contains quarterly meeting minutes with an attendance list and executive committee meeting minutes. 4. Education contains complete event information (including a list all attendees, a list of all income/expenses, and a copy of the program and registration form). 5. Other contains all scholarships, grants and donations documentation (including names addresses of all recipients). SECTION G. Finances: The fiscal or financial year of MSSA shall be the calendar year (January through December). MSSA reserves the right to collect fees for activities (schools, workshops, etc.) and events as appropriate. MSSA shall not allow annually advertised net assets (as shown I the yearend report) to fall below 50% or exceed 150% of budgeted expenditures. ARTICLE III MEMBERSHIP ARTICLE VII MEMBERSHIP SECTION A. General Membership: Any village, township, city, county, state or any other governmental organization having an engineer, superintendent, foreman or any individual in a related capacity is eligible for membership. General Membership dues shall be determined by the Executive Committee and approved by the membership at the annual meeting. (2012 current dues are $50.00)... SECTION B. Associate Membership: Associate members will be a Any company or individual(s) who have paid the dues prescribed the Executive Committee and who are active in the sale of products or services that are of value to or used by members of the MSSA in their work as street supervisors or in other related professions. Associate membership does not include the privilege of voting of holding office. Associate membership dues shall be determined by the Executive Committee and approved by the membership (2012 current dues are $ plus $50.00 per additional associate membership.) Corporate associate membership will consist of a company with five or more representatives. Dues shall not exceed an amount equivalent to give annual memberships. SECTION C. Retired Membership: Any member in good standing who retired under any classification outlined in Article VII, Section A, may return his/her membership upon request. Annual dues are one half of annual membership dues (2012 current retired dues are $25.00) SECTION D. Dues: The member dues shall be determined by the Executive Committee and approved by the membership at the annual meeting. SECTION E. Member Rights: All members that have paid their annual dues shall have a voice in MSSA business. Each general member shall be eligible to appoint one voting representative to cast the member s vote in MSSA elections. If a current member changes employment

3 organizations and the new organization qualifies for membership, the member shall remain active and current the remainder of the calendar year. SECTION C. Membership dues shall be determined by the Executive Committee and approved by the membership. SECTION D. Retired Memberships. Subd. 1. Any member in good standing who retired under any classification outlined in Article VII, Section A, may return his/her membership upon request. Subd. 2. This membership will be exempt from annual dues. Subd. 3. $5.00 will be paid towards the cost of any retiree s dinner attending any monthly meeting with the exception of the following: total cost of retiree s dinner at the Sweetheart s function. ARTICLE IV MEETINGS ARTICLE VII MEETING TIME AND DATE SECTION A.Regular Meetings: The Association shall conduct quarterly monthly meetings on the second Tuesday of the each month, unless altered by circumstances to be determined by the Executive Committee. All other changes shall be approved by the membership. The election is to be held the second Tuesday in November (annual meeting) December, with newly elected officers to be seated at the annual quarterly meeting in January February. SECTION B. Annual Meeting: The annual meeting shall be the November meeting. SECTION C. Meeting Content: The time, place, topic and/or vendor presentation at quarterly meeting shall be determined by the Executive Committee. SECTION D. Special Meetings: Special meetings may be called by the President, the Executive Committee, or a petition signed by five (5) percent of MSSA voting members. SECTION E. Notice of meetings: A notice of each meeting shall be given to each member by , not less than two weeks prior to the meeting. SECTION F. Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. SECTION B. The time, place, topic and/or vendor presentation of monthly meeting shall be determined by host city. ARTICLE V OFFICERS/EXECUTIVE COMMITTEE ARITCLE III OFFICERS SECTION A. Board Role Size, and Compensation: The Executive Committee is responsible for the overall policy and direction of MSSA. The Executive Committee shall consist of Five members: The President, Vice-President, Past-President, Secretary, and Treasurer. (Assistant Treasurer is a non-voting member of the committee). The Executive Committee shall not receive compensation other than reasonable expenses. If for any reason, MSSA decides to compensate the Executive Committee officers, the membership shall be given a 60-day written notification and, before any compensation is paid, MSSA must have documented conflict of interest policy approved by the membership and must review and approve documented compensation agreement for each person/position including beginning compensation dates and terms.

4 SECTION B. Terms: Executive Committee Members, President, Vice President, Past President, and Secretary shall have a one-year term and are not eligible for re-election. Treasurer is a three (3) year term and is not eligible for re-election. Past President s term ends at the quarterly meeting in February Section C. Executive Committee Meetings: The Executive Committee shall meet quarterly between membership meeting or more frequently if needed, at an agreed upon time and place. An official executive committee meeting requires four of the five committee members to be present. If an executive committee member cannot attend a meeting the member may designate a substitute. The substitute must be a past executive committee member. SECTION D. Officers: Shall be a President, Vice-President, Secretary, Treasurer, and Past President; this shall comprise the Executive Committee. SECTION E. Qualifications: AMSSA general member, in good standing, is defined as a member who has paid their membership dues. Retired and Associate members are not eligible to hold an elective office unless they were a member in good standing, when appointed. SECTION F. Duties: Annually the Executive Committee should: 1. Change bank account holders 2. Review and update (if needed) bylaws, policies, and procedures, 501(3) requirements. 3. Review executive committee duties and determine goals for upcoming year (meeting locations/dates, etc.) 4. Print and sign an updated Federal W9 form, MSSA EIN Sign the Conflict of Interest policy 6. Renew the Articles of Incorporation with the MnSOS and Tax Filings Federal 990 (if applicable) or e-postcard. MN Attorney General Charitable Organization (if required) 7. Update the financial history and budgets, and reconcile the bank account. 8. Produce a year-end report. 9. Perform records management (remove 10 th year records and start a new file, check both operations manuals for continuity). Officers shall be a President, Vice President, Secretary/Treasurer and two Directors. This shall comprise the Executive Committee; other elected officers shall be two Sergeants-at-Arms. ARTICLE VI METHOD OF ELECTION ARTICLE IV METHON OF ELECTION SECTION A. Elections: At all elections following the initial election, officers will move by succession, that is the President will move to Past-President Director, the Vice President to President, and the Secretary/Treasurer to Vice President. A new Secretary/Treasurer shall be elected. plus a Director and two Sergeants-at-Arms who are to serve one year, subject to reelection at a subsequent election. SECTION B. Treasurer: Treasurer will be a three (3) year term with and assistant Treasurer elected at the end of the second year to assure transitional continuity. SECTION C. Qualifications: Any general member good standing shall be eligible to hold elective office on the Executive Committee.

5 SECTION D. Vacation of Officer: In case of vacation by choice, death, or necessity or as the Executive Committee instructs; the Executive Committee shall appoint replacements to hold office as deemed appropriate. SECTION E. Term: Office shall be one (1) year term in each classification with the exception of Treasurer which shall be at three (3) year term. SECTION F. Election Procedures: the Secretary and Treasurer will be elected by a simple majority of members present at the annual meeting. SECTION B. In case of vacation by choice, death or necessity or as the Executive Committee instructs; the Executive Committee shall appoint replacements to hold office as deemed appropriate. SECTION C. Term of office shall be one (1) year in each classification. ARTICLE VII DUTIES OF OFFICER ARITCLE V DUTIES OF OFFICER SECTION A. President: The President shall be responsible for the functioning of these committees. The President shall sign all formal instruments and shall perform such other duties as may be assigned by the membership or Executive Committee. SECTION B. The Vice President: sshall have an exercise of all powers and duties of the President in the event of the Presidents absence or inability to act. SECTION C. The Secretary/Treasurer. The Secretary sshall keep minutes of all meetings, shall have custody of records and a constant record of membership in good standing and shall conduct all correspondence and attest all instruments. The Treasurer shall be custodian of all funds and discharge the financial obligations of the Association as ordered by the membership make a financial report at membership meetings. SECTION D. Past President: Shall have and exercise of all power and duties of the President in the event of the President and Vice Presidents absence or inability to act. Past President shall also have the exercise of all power and duties of the Vice President in the event of the Vice President s absence or inability to act. SECTION E.Treasurer: Shall be custodian of all funds and shall discharge the financial obligations of the Association as ordered by the membership, make a financial report at membership meetings. SECTION D. Sergeant-at-Arms will assist the Executive Committee in maintaining order at monthly meetings and assess fines as determined in accordance with the Executive Committee s direction. ARTICLE VIII STANDING COMMITTEES Standing Committees shall be: A. Executive Committee B. Scholarship Committee (Members of the Executive Committee) C. Nominating Committee D. Auditing Committee

6 E. Planning, Education and Training Committee ARTICLE VII MEMBERSHIP SECTION A. General Members. Any village, township, city, county, state or any other governmental organization having an engineer, superintendent, foreman or any individual in a related capacity is eligible for membership. SECTION B. Associate Members. Associate members will be any company or individual(s) who have paid the dues prescribed the Executive Committee and who are active in the sale of products or services that are of value to or used by members of the MSSA on their work as street supervisors or in other related professions. Associate membership does not include the privilege of voting of holding office. Corporate associate membership will consist of a company with five or more representatives. Dues shall not exceed an amount equivalent to give annual memberships. SECTION C. Membership dues shall be determined by the Executive Committee and approved by the membership. SECTION D. Retired Memberships. Subd. 1. Any member in good standing who retired under any classification outlined in Article VII, Section A, may return his/her membership upon request. Subd. 2. This membership will be exempt from annual dues. Subd. 3. $5.00 will be paid towards the cost of any retiree s dinner attending any monthly meeting with the exception of the following: total cost of retiree s dinner at the Sweetheart s function. ARTICLE VII MEETING TIME AND DATE SECTION A. The Association shall conduct monthly meetings on the second Tuesday of each month, unless altered by circumstances to be determined by the Executive Committee. All other changes shall be approved by the membership. The election is to be held the second Tuesday in December, with newly elected officers to be seated at the annual meeting in January. SECTION B. The time, place, topic and/or vendor presentation of monthly meeting shall be determined by host city. ARTICLE IXI QUORUM SECTION A. Membership Meeting: Ten percent (10%) of the membership in good standing shall constitute a quorum. However, the quorum shall require at least three (3) members of the Executive Committee to be present. SECTION B. Executive Committee: An executive committee quorum requires four (4) of the five (5) committee members to be present. SECTION A. Ten percent (10%) of the membership in good standing shall constitute a quorum. However, the quorum shall require at least two members of the Executive Committee to be present.

7 ARTICLE X SCHOLARSHIPS SECTION A. Fall Expo: Scholarship committee will provide four (4) one day registrations to the annual Fall Expo. SECTION B. Technical School Scholarships: Each year MSSA issues a check for $2, in the first week of August to Hennepin Technical College for Scholarships. ARTICLE XI DISSOLUTION Upon the dissolution of MSSA, assets shall be disposed of by transfer and distribution to any one or more corporations, funds, or foundations with like purpose or goals that are organized and operated in an area, hereinafter referred to as the receiving organization the following shall be characteristic of the receiving organization. That is operated exclusively for scientific or educational purposes; That no part of the net earnings of which insures to the benefit of any private shareholders or individual; That no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence Legislation; and That is does not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. The receiving organization(s) would then qualify under the provisions of Section 501(c)(3) of the United States Internal Revenue Code, as they now exist or as they may hereinafter be amended. Any such receiving organization(s) shall be selected by vote of the majority of the MSSA members at a meeting called for this purpose. If any reasons such disposition cannot be effected, then such funds shall be so distributed pursuant to the order, judgment or decree of a court having jurisdiction over the assets and property. ARTICLE X METHOD OF AMENDING CONSTITUTION AND BY-LAWS Amendments to the Constitution may be proposed by the membership or by the Executive Committee and be approved by two thirds of the votes cast on the amendment. Duly amended this 9 th day of February 1993 as presented to the membership by unanimous vote. DULY ACKNOWLEDGED BY: Lowell Sieberg, President David Harris, Vice President Tom Struve, Secretary/Treasurer Adopted 1968 Amended 08/88, 02/93, 03/00, AMENDED MARCH 2000: ARTICLE DUTIES OF OFFICERS

8 SECTION D. Directors shall represent and be responsible for the welfare and activities of the Association. ARTICLE B. ASSOCIATE MEMBERSHIP. Associated Members. Associate members will be any company or individual(s) who have paid the dues prescribed the Executive Committee and who are active in the sale of products or services that are of value to or used by members of the MSSA in their work as street supervisors or in other related professions. Associate membership does not include the privileage of voting or holding office. Corporate associate membership will consist of a company with five or more representatives. Dues shall not exceed an amount equibalent to give paid annual membership. Associate members may be elected to serve as a Director in the MSSA as defined by these By- Laws.