MUNICIPAL CLERKS AND FINANCE OFFICERS ASSOCIATION OF MINNESOTA. Article 1. NAME

CONSTITUTION AND BY-LAWS (As Amended, 1980, 1986, 1987, 1995, 1996, 2000, 2006, 2010, 2011, 2012, 2017, 2018) CONSTITUTION MUNICIPAL CLERKS AND FINANCE OFFICERS ASSOCIATION OF MINNESOTA Article 1. NAME The name of this organization shall be the MUNICIPAL CLERKS AND FINANCE OFFICERS ASSOCIATION OF MINNESOTA. It shall constitute the Municipal Clerks and Finance Officers division of the League of Minnesota Cities. Article 2. OBJECTIVES The objectives of this organization are: to provide a better understanding of the official duties and obligations of its members; set up, insofar as possible, uniform standards in the municipalities of Minnesota; promote the cause of good government in cities, villages, townships, counties, and State; cooperate with State, county, and municipal officials in carrying out the provisions of the law; perform such other work as may best conserve the interests of the public and develop a better spirit of cooperation among its members; to coordinate its activities with the objects and procedures of the League as set forth in the basic constitution of the League of Minnesota Cities. The mission of the Municipal Clerks and Finance Officers Association of Minnesota (Association) is to provide high quality educational opportunities and networking support to its members. The objectives of the organization are to provide training in official duties and obligations of members; to enhance the quality, professional competence and performance of members in serving the public; and to represent the best interest of members by effectively working with governmental agencies and organizations to achieve outcomes beneficial to the members and municipalities. Article 3. MCFOA CODE OF ETHICS Recognizing their responsibilities to the peoplepublic, desiring to inspire public confidence and respect for government and believing that honesty, integrity, loyalty and courtesy are the basis of ethical conduct, members of the MinnesotaMunicipal Clerks and Finance Officers Association do herebyof Minnesota subscribe to the following principles and ethics which will govern the Style Definition: Balloon Text: Font: (Default) Segoe UI, 9 pt Style Definition: List Paragraph Formatted: Font: Times New Roman, 16 Formatted: Font: Shruti, 12 pt, Not Bold, Left, Left, Left

MCFOA By-Laws Page 2 personal and professional conduct as a municipal employee: employees. Minnesota Clerks and Finance Officers shall: Shall upholduphold constitutional government and the laws of the community; Shall bebe dedicated to the highest ideals of honor and integrity in all public and personal relationships to merit the respect, trust and confidence of governing officials, employees and the public; Shall respectrespect and protect privilegedpublic, private and confidential information; Shall be sensitive andbe responsive to the rights of the public and its changing needs; Shall notnot knowingly be a part ofparticipate or condone any illegal or improper activity; Shall exhibitdemonstrate loyalty and trust in conducting the affairs and interestoperation of the city servedmunicipality; Shall dischargeperform duties without favor and shall refrain from engaging in any outside matters of personal interest incompatible with the impartial and objective performance of duties; Shall notnot seek or accept personal gain which would influence, or appear to influence, the conduct of official duties; Shall continuecontinue education through independent study, seminars, and conferences, and sound management practices to produce continued progress so as to fulfill responsibilities to the community. municipality. Article 4. MEMBERSHIP CLASSES - VOTING RIGHTS, DUES, PRIVILEGES OF MEMBERSHIP There shall be four classes of members: activemembership: full member, retired member, associate member, and honorary member. An individual is enrolled into one of these classes by submittal of a written application and payment of dues. Sec.Section 1 ACTIVE. FULL MEMBERS Any person holding the office of Municipal Clerk or Finance Officer or any other municipal position, including deputies of the above constituted offices, whose primary duty is the keeping of municipal accounts, serving or employed by any municipality of the State of Minnesota may become an active member of the association by payment of dues. duties include any of the following: general management, records management, meeting administration, management of ordinances or other legal instruments, financial management, custody of the official seal and execution of documents, or administration of elections may become a full member of the Association.

MCFOA By-Laws Page 3 Sec.Section 2. RETIRED MEMBERS The previous active members when they leave public employment or change duties may continue their membership providing that such membership is taken within six months after expiration of membership. Sec.Any former member who, upon retirement, wishes to continue affiliation with the Association is eligible for retired membership. Section 3. ASSOCIATE MEMBERS This class of membership shall be available to those who are not eligible for activefull or retired membership, but who are interested in the improvement of methods in government and who subscribe to the objectives of the organization. An activea full member who loses employment will become a member-in-transition and will be considered an Associate Memberassociate member until he/she becomes employed according tomeets the descriptionrequirements of an Active Member. a full member. Sec., Indent: Left: 0"

MCFOA By-Laws Page 4 Section 4. HONORARY MEMBERS Persons who in the opinionpast Presidents of the Executive Board have made such aassociation shall be considered for honorary membership upon their retirement from government service in recognition of their distinct contribution to government and to MCFOA that their efforts deserve recognition,and shall be eligible for honoraryrecognized at an annual meeting. This membership which shall be conferred for life and no dues or fees of any kind shall be required. No more than two honorary memberships shall be conferred in any one year. Such memberships shall be voted on by the organization at its annual conference upon the recommendation of the Executive Board or by petition of 10 percent of the membership. Sec. 5 VOTING RIGHTS AND EXECUTIVE BOARD ELIGIBILITY Only active members may vote at meetings and/or be a member of the MCFOA Executive Board. If an Executive Board member no longer qualifies as an Active Member, the Board will declare a vacancy and appoint a successor. Section 5. PRIVILEGES OF MEMBERSHIP, Indent: Left: 0" Membership privileges are reserved for members whose dues are current. All members have the right to speak at the annual meeting and Board of Directors meetings and participate in the Association s educational programs. Full members have the right to vote, the right to participate in the Association s certificat ion progra ms and the right to serve on the Board of Directors. Section 6. DUES The Board of Directors establishes annual dues. Any increase over $5.00 per year would require approval by the membership at the next annual meeting. Section 1. COMPOSITION Article 5. EXECUTIVE BOARD, OF DIRECTORS The Board of Directors shall consist of the five Executive Committee members and six Region Directors (one from each Region). Section 2.OFFICERS AND DUTIES The Board of Directors is responsible for the overall governance of the Association. The Board of Directors shall approve the annual budget, adopt and enact policies, establish dues, authorize expenditures, appoint staff or consultants to implement the Board s directi ves, select the annual conference location, and carry out other fiduciary duties as outlined in the By-Laws and Association Policies. pt, Not Bold pt, Bold pt, Bold, Left pt, Bold pt, Not Bold

MCFOA By-Laws Page 5 Section 1. OFFICERS Article 6. OFFICERSSec. 1 The Officers shall consist of a President, Vice President, Six Regional Vice Presidents, Secretary, and Treasurer, and such other officers as occasion may demand. They shall be elected by ballot at the annual meeting of each year. The Past President, Vice President, Secretary, and Treasurer. Section 2. TERM Each officer shall serve one year from the date of the annual meeting, or until their successorsa one-year term. Exceptions are elected and qualify. The six regional Vice-Presidents shall serve two-year terms with Regions I, III, and V being elected in the odd year election and Regions II, IV and VI being elected in the even year elections. allowed when an officer is filling a vacancy. Sec. 2 Section 3. DUTIES OF THE PRESIDENT The President shall preside at all Board of Directors meetings, supervise all activities, appoint allcommittee members and chairs, establish special committees, or taskforces as needed and prepare the annual MCFOA budget. At least two (2) months prior to the annual meeting, the President shall appoint a nominating committee. He/sheThe President shall be a member exofficio ofliaison to all committees. Sec. 3 Section 4. DUTIES OF THE VICE PRESIDENT The Vice President shall assistassume the duties of President in the discharge of his/her duties and in his/her absence or inability to perform the duties of the office. The Vice President shall serve as the Conference Planning Committee Chair and shall also perform such other duties as the President shall direct. Sec. 4 Section 5. DUTIES OF THE SECRETARY The Secretary shall attend all Board of Directors meetings and keep a book of minutes in which shall be recorded the business proceedings of the organization. These minutesthe secretary shall be recorded as anecdotal minutes in a 12-point font size including a running header on each page. All references to names should be formal. No formal motion is needed for routine decision making. countersign all contracts. The Secretary's annual salary will be $200 for services performed in connection with the conduct of the office. Sec. 5 Section 6. DUTIES OF THE TREASURER The Treasurer shall keep a ledger of the accounts of the organization, which shall be open to the inspection of the Officers of the Executive Board of Directors at all times. The Treasurer shall

MCFOA By-Laws Page 6 also keep an accurate roll of paid memberships with their addresses. The Treasurer shall send out all bills and receive and disburse the funds of the organization, under the direction of the Executive Board. At each annual meeting, a of Directors. A complete financial report of the organization shall be presented. at each annual meeting. The Treasurer shall furnish bond in an amount to be determined by the Executive Board of Directors, the premium thereon to be paid from Association funds. The Treasurer's annual salary will be $400 for services performed in connection with the office. The fiscal year of the Minnesota Municipal Clerks and Finance Officers Association shall begin on February 1 of each year and shall end on January 31 of the following year. All financial records shall be sent to the Chairperson of the Audit Committee by February 15Chair within two weeks following the end of the fiscal year, allowing time for the annual audit. The Treasurer shall maintain a checking account and listing of all transactions from February 1the end of the fiscal year until the Friday MCFOA board meeting of the Annual Conference, at which time all records shall be transferred to the installation of the newly elected Treasurer. A complete audit of the records shall be made annually prior to the annual business meeting and at any other time a change occurs in the Treasurer s position. Sec. 6 The Regional Vice Presidents shall have charge of their respective areas and assist in any way they can to further the cause for which the organization stands. Each Regional Vice President may call a meeting of the members of their region no later than three months prior to the annual meeting for the purpose of recommending to the nomination committee a candidate to succeed the Regional Vice President currently holding office, and discuss any matters of concern or interest of their region to be brought before the membership at the annual meeting in the form of a regional report. Each Regional Vice President may appoint an assistant, subject to confirmation by the Executive Board. The Assistant Regional Vice President shall have the authority to attend and vote at any MCFOA Executive Board meeting in the event that the Regional Vice President is unable to attend. The assistant would not be a regular member of the Executive Board -- rather a 'proxy' or substitute for the Regional Vice President. Article 6. EXECUTIVE BOARD AND Section 7. DUTIES OF THE PAST PRESIDENT COMMITTEES Sec. 1 The Executive BoardPast President shall consist of serve as an advisor to the Officers and perform other duties as assigned by the immediate Past President. Section 8. VACANCY A vacancy in the office of President, Vice President or Secretary advances the next officer in line to the appropriate office. If the immediate Past President is unable to serve as the Director at Large, the President will appoint a Past President to fill the vacancy., Indent: Left: 0" pt, Not Bold pt, Bold pt, Bold, Left

MCFOA By-Laws Page 7 If there is a vacancy in the office of Treasurer, the Board of Directors will appoint a current member of the Board of Directors to complete the term. Article 7. Director at Large who will serve for the balance of that year. The Executive Board shall have general supervision over management of the affairs of the organization, and shall have power to accept resignations REGION DIRECTORS Section 1. REGION REPRESENTATION There shall be one Director from and fill vacancies on the Executive Board. each Region. Sec.Section 2. TERM Region Directors shall serve two-year terms with Regions I, III, and V being elected in the odd numbered years and Regions II, IV and VI being elected in the even numbered years. Section 3. DUTIES OF REGION DIRECTORS, Indent: Left: 0", First Region Directors shall represent their respective areas and assist in any way they can to further the cause for which the organization stands. Region Directors shall organize meetings within his/her region on a regular basis, serve as a liaison between the Board of Directors and the membership in his/her respective region and attend all Board of Director meetings. Each Region Director may appoint an Assistant Region Director, subject to confirmation by the Board of Directors. The Assistant Region Director shall have the authority to attend and vote at any Board of Directors meeting if the Region Director is unable to attend. The assistant would not be a regular Board member -- rather a 'proxy' or substitute for the Region Director. Section 4. VACANCY If a vacancy occurs, the Assistant Director will complete the term.

MCFOA By-Laws Page 8 Section 1. EXECUTIVE COMMITTEE Article 8. COMMITTEES The MembershipExecutive Committee shall consist of six members to be appointed by thethe President, Vice President, Treasurer, Secretary and the Past President. They shall be charged with the duty of securing and maintaining the enrollment of all Municipal Clerks and Finance Officers in the State of Minnesota.The Executive Committee shall have the following duties: train newly elected or appointed members of the Board of Directors, implement the decisions of the Board of Directors, communicate Association activities to the membership, serve as liaisons between the Board of Directors and the standing committees, establish strategic plans subject to approval by the Board of Directors, and represent the Association before other organizations and entities. Sec. 3 The LegislativeExecutive Committee is authorized to make time sensitive or emergency decisions on behalf of the Board of Directors. A report of any actions shall consist of three members to be appointed by the President. They shall have authoritymade to initiate, study, and recommend legislative proposals, all of which shall be subject tothe Board of Directors for ratification and approval by the Legislative Committee of at the League of Minnesota Cities. next scheduled meeting. Sec. 4 AllSection 2. STANDING COMMITTEES Standing committees are as follows: Audit, By-Laws, and Nominating. All standing committee chairs and members shall be appointed by the President. Duties and shall responsibilities of all standing committees are delineated in all respects be subject to such instructionsthe Associati on s policy manual, as may be amended from time to time by the Board of Directors. Section 3. SPECIAL COMMITTEES The Board of Directors may establish other committees as needed to fulfill the mission of the Association. The President shall appoint the chairs and members of all special committees. Section 4. ELECTRONIC MEETINGS The Executive Committee, standing committees and special committees are authorized to meet by telephone conference or through other electronic media, provided a majority of the committee members can participate in the meeting. Minutes and a written record shall be made of all actions taken. pt, Bold, No page break before, Left, Indent: Left: 0", First, Indent: Left: 0", First

MCFOA By-Laws Page 9 Article 9. ELECTIONS Section 1. Officers and Region Directors of the Association shall be elected at the annual meeting. Section 2. A report of the Nominating Committee shall be made to the general membership as part of the order of business transacted during the annual meeting. The candidates declared elected shall be installed at the annual meeting. The installed members of the Board of Directors shall assume their duties immediately and shall continue to serve until the installation of new members at the next annual meeting. Section 1. REGULAR MEETINGS. Article be prescribed10. BOARD OF DIRECTORS MEETINGS The date and location of regular meetings of the Board of Directors shall be determined by the organization.board of Directors. Notice of the meetings and an opportunity to participate will be provided to all members. Two meetings will take place at the annual conference. Section 2. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the President either when deemed expedient or upon written request of five members of the Board of Directors. Special meetings may be held at a specific location or may be conducted using available conferencing technologies. Notice of special meetings shall be given to all Board members at least one week in advance of such meetings., Indent: Left: 0", First pt, Not Bold, Indent: Left: 0", First pt, Not Bold Section 3. QUORUM A majority of the Board of Directors constitutes a quorum for the transaction of official business. Board members attending a meeting using available conferencing technologies shall be considered present.

MCFOA By-Laws Page 10 Article 11. ANNUAL MEETING Section 1. ANNUAL MEETING The date and location of the annual meeting, which will be held during the months of March, April or May, shall be determined by the Board of Directors. At each annual meeting, the location and date of the annual conference for the following year shall be announced., Indent: Left: 0", First Section 2. SPECIAL MEETINGS Special meetings of the general membership may be called by the President, either when deemed expedient or upon written request of twenty-five (25) members. Notice of special meetings shall be given to the general membership at least two weeks in advance of such meetings. Section 3. QUORUM Twenty-five (25) members shall constitute a quorum for the transaction of business. With the exception of amendments to this Constitution, a majority vote of the members present shall determine all questions. Proxies are not allowed.

MCFOA By-Laws Page 11 Article 712. REGIONAL AREAS Regional areas are designated as follows: A map outlining said areas is attached and made a part hereof. pt, Bold, Centered, Left

MCFOA By-Laws Page 12 REGION I Sec.Section 1. Region I shall be designated as the counties in the Northwest part of the State, those counties being: Kittson, Roseau, Lake of the Woods, Marshall, Beltrami, Pennington, Red Lake, Polk, Clearwater, Norman, Mahnomen, Hubbard, Clay, Becker, Wadena, Wilkin, and Otter Tail. REGION II Sec.Section 2. Region II shall be the counties in the Northeast part of the State, those counties being: Koochiching, Itasca, St. Louis, Lake, Cook, Cass, Crow Wing, Aitkin, Carlton, Pine and Kanabec. REGION III Sec.Section 3. Region III shall be the counties in the West Central part of the State, those counties being: Traverse, Grant, Douglas, Todd, Stevens, Pope, Stearns, Big Stone, Swift, Kandiyohi, Meeker, Lac Qui Parle, Chippewa Morrison Mille Lacs, and Benton. REGION IV Sec.Section 4. Region IV shall be the counties in the East Central part of the State, those counties being: Isanti, Chisago, Sherburne, Anoka, Washington, Wright, Hennepin, Ramsey, Carver, Scott, and Dakota. REGION V Sec.Section 5. Region V shall be the counties in the Southwest part of the State, those counties being: Yellow Medicine, Renville, McLeod, Lincoln, Lyon, Redwood, Brown, Sibley, Nicollet, Pipestone, Murray, Cottonwood, Watonwan, Blue Earth, Rock, Nobles, Jackson, Martin, and Faribault. REGION VI Sec.Section 6. Region VI shall be the counties in the Southeast part of the State, those counties being: Freeborn, Steele, Mower, Waseca, Fillmore, LeSueurLe Sueur, Houston, Rice, Winona, Goodhue, Olmsted, Wabasha, and Dodge. Section 1. FISCAL YEAR Article 13. MISCELLANEOUS The fiscal year of the Association shall be from February 1 of each year to January 31 of the following year. Section 2. PARLIAMENTARY PROCEDURE

MCFOA By-Laws Page 13 Robert s Rules of Or der Newly Revised shall govern the procedure of the Association in all cases to which they are applicable and in which they are not inconsistent with the By-Laws and any special rules of order the Board of Directors may adopt. Section 3. DISCUSSION OF PARTISAN POLITICS PROHIBITED The discussion of partisan politics is prohibited during all meetings of the Association. Article, Left pt, Not Bold Formatted: Font: +Body (Calibri), 11 pt

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MCFOA By-Laws Page 15 14. Article 8. AMENDMENTS Sec.Section 1. Amendments to this Constitution or to the By-Laws, as proposed by the Board of Directors or the By-Laws Committee, may be made at any annual meeting or special meeting by a two-thirds vote of members present, provided written notice of such change beis given to the members at least two weeks prior to the meeting at which such action is to be taken. Sec.Section 2. The Policies of the MCFOAAssociation may be adopted, amended, or rescinded by a majority vote of the MCFOA Executive Board of Directors at any regular or special meeting. pt, Bold, No page break before, Left, Indent: Left: 0", First, Indent: Left: 0", First

MCFOA By-Laws Page 16 BY-LAWS Article 1. TAX EXEMPT STATUS Sec. 1 As a bona fide affiliate organization of the League of Minnesota Cities which is a tax exempt organization pursuant to a 1972 IRS letter declaring the LMC as an instrumentality of governm ental units under Section 115 (a) of the Internal Revenue Code the Minnesota Clerks and Finance Officers Association is a tax exempt organization. Article 2. GENERAL MEMBERSHIP MEETINGS Sec. 1 The date and location of the annual meeting, which will be held during the months of March, April, or May, shall be determined by the Executive Board. At each annual meeting, the location and date of the annual conference for the following year shall be announced. Sec. 2 Twenty-five (25) members shall constitute a quorum for the transaction of business. A majority vote of the members present shall determine all questions. Proxies not allowed., Indent: Left: 0", First pt, Not Bold Formatted: Font: Shruti, 12 pt, Indent: Left: 0", First Formatted: Font: Shruti, 12 pt Sec. 3 Special meetings of the general membership may be called by the President, either when deemed expedient, or upon written request of twenty-five (25) members. Notice of special meetings shall be given to all members at least two weeks in advance of such meetings. Sec. 4 The discussion of partisan politics is prohibited. Article 3. EXECUTIVE BOARD MEETINGS Formatted: Font: Shruti, 12 pt Sec. 1 The date and location of regular meetings of the Executive Board shall be determined by the Executive Board. Sec. 2 A majority of the Executive Board constitutes a quorum for the transaction of official business. Members of the Executive Board using available conferencing technologies shall be considered present. Sec. 3 Special meetings of the Executive Board may be called by the President either when deemed expedient meetings or upon written request of five members of the Executive Board. conferencing may technologies. be held at a specific location or may be conducted using available Special Notice of special meetings shall be given to all Executive Board members at least one week in advance of such meetings. Sec. 4 The discussion of partisan politics is prohibited. Formatted: Font: Shruti, 12 pt

MCFOA By-Laws Page 17 Article 4. COMMITTEES Sec. 1 The President shall appoint the Committees provided for by the Constitution. Such other special committees as may be required may be appointed as the occasion arises. Article 5. DUES Formatted: Font: Shruti, 12 pt, Left pt, Not Bold Formatted: Font: Shruti, 12 pt Sec. 1 The MCFOA Executive Board shall review the dues each year and may raise or lower, upon its discretion, the Annual Dues based on budgetary considerations. Any increase over $5.00 per year would require approval of the membership at the next Annual Meeting. Sec. 2 Rates of Membership Dues shall be determined for the following membership classes: A. Active B. Retired C. Associate D. Honorary Article 6. ORDER OF BUSINESS Sec. 1 At all except Special meetings, the order of business shall be: 1. Roll Call 2. Approval of Minutes 3.Conference Committee Report 4. Treasu rer s Report 5. Old Business 6. New Business 7. Regional Vice President Reports 8. Notices 9. Miscellaneous 10. Adjournment Article 7. RULES OF ORDER Sec. 1 Robert s Rules of Ord er shall govern all proceed ings in so far as they are not inconsistent with the Constitution and By-Laws. Sec. 2 Meetings of the Executive Board are open to all MCFOA members at any time.

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