I. Name The name of this organization shall be the Public Risk Management Association Minnesota Chapter, Inc. (hereafter MN PRIMA ). As of May 15, 2010, MN PRIMA has been reinstated for IRS purposes as a 501(c)(3) corporation. II. Purpose The purpose of the MN PRIMA is to increase the proficiency of the management of risk, including risk assessment, risk control, risk transfer, and benefits to government and other public entities through education, networking, and cooperative peer support; to sustain the mission and goals of National PRIMA as documented in its Charter and Bylaws; and to act in any other manner which will further the best interests of governments, governmental agencies, intergovernmental risk pools, schools, and other special districts in their risk management activities. III. Membership, Voting, and Fees A. Membership in MN PRIMA will consist of four categories. 1. Government Members This category will consist of governments, governmental agencies, intergovernmental risk pools, schools, and other special districts that have been approved for admission by the Board of Directors of MN PRIMA. Each government member will have one (1) designated representative. Membership in National PRIMA is required for voting on national platform issues. Good standing in MN PRIMA is required for voting on Chapter issues. 2. Associate Member This category will consist of employees of government members other than the designated representative. Associate members may not vote or hold office in the MN PRIMA, but are entitled to all other benefits of membership. 1
3. Affiliate Member This category will consist of organizations, which do not qualify for either of the above member categories. Affiliate members may not vote or hold office in MN PRIMA, but are entitled to all other benefits of membership. 4. Retired MN PRIMA Member Such other members shall not be entitled to vote on Chapter issues, but are entitled to all other benefits of membership. B. Each government member will be entitled to one (1) vote in Chapter issues to be cast by its representative. C. The Board will grant government membership any qualifying governmental entity upon the entity s payment of dues. In any case where there is doubt as to an applicant entity being a government agency, a political subdivision thereof, or public entity risk pool, such information as is available will be reviewed by the Board, who will make a determination as to the applicant s eligibility. D. Member dues will be set on an annual basis by a majority vote of the Board. E. Any membership may be terminated by the Board for cause, including non-payment of dues. Members may be suspended or expelled by the Board of Directors for non-payment of dues or for any act or conduct, which shall be deemed detrimental to the best interests of MN PRIMA. They will then be considered Not in Good Standing. Dues shall be considered delinquent if not received by MN PRIMA within sixty (60) days after the due date. Delinquent members may be restored to Good Standing by action of the Board within a period of one (1) year from termination, upon payment of delinquent dues and/or other fees subsequently due and payable. F. Application for membership in MN PRIMA shall be made in writing upon such form or forms prescribed by the Board from time to time. 2
IV. Board of Directors (Board) A. Number: There will be a total of nine (9) voting Directors on the MN PRIMA Board, consisting of three (3) Directors, four (4) Officers, a Past President, and Chapter Liaison. Each Director shall hold office until his/her successor is elected and qualified. Additionally, the Board will choose a Chapter Advisor from one of the Affiliate Members in good standing. The Chapter Advisor will not have voting privileges. B. Qualifications and Authority: Each member of the Board will be the designated representative of its government member of MN PRIMA. In the case of a public entity risk pool, an employee or board member of the pool or an employee or board member of the pool s sponsoring organization may be on the Board. Such sponsoring organization must be a government entity or non-profit organization whose voting membership consists solely of governmental entities. Each Director shall have one vote and co-equal authority with all other Directors in all decisions of MN PRIMA not otherwise delegated to Officers. C. Term: The term of office for a Director/Officer/Chapter Liaison will be two (2) years. The terms of the initial Board will be staggered allowing an election of three (3) Directors, and the Chapter Liaison one year; and four (4) Directors the next year. D. Resignation: Any Director/Officer/Chapter Liaison may resign at any time by delivery of written notice to one of the Board or by request of the Board. E. Removal: Any Director/Officer/Chapter Liaison, may be removed for cause by a vote of 60% of the total current Board at a meeting called for the purpose of removing that Director/Officer/Chapter Liaison. F. Vacancies: Director/Officer/Chapter Liaison vacancies created by removal or resignation, may be filled for the remainder of the vacated term by the affirmative vote of a majority of the Board then in office, even if less than a quorum. G. Quorum and Voting: A quorum of the Board consists of five (5) Directors. Each Board Member will have one vote. The affirmative vote of a majority of the Board members present, in person or by conference call, or via email is the act of the Board. 3
V. Meetings of Board of Directors A. Place of Meetings: The Board may hold meetings, both regular and special, at locations agreed to by the Board or identified by the President. B. Regular Meetings and Notice: Regular meetings of the Board will be held as often as necessary and at such time and place as determined by a majority of the Board, provided each Director is given at least five (5) days prior notice in writing or via e-mail. In the event a Director cannot personally attend a Board meeting, he/she may attend via conference call, if arranged prior to the time of the meeting. C. Special Meetings: Special meetings of the Board may be called by the President, or the President/Secretary upon written request by four (4) Board Members, with 48 hours notice to each Director. VI. Officers and Directors A. Officers: The Officers of the Chapter shall be a President, Vice-President, Treasurer, Secretary, and any such other Officers the Board determines are necessary. Subject to any specific assignments of duties made by the Board of Directors, the Vice-President, Treasurer, and Secretary shall act under the direction of the President. The Officers will be elected from the Membership by General Election. B. Term of Officers: Each Officer shall hold office for a maximum of three (3), two (2)-year terms, unless otherwise approved by the Board. C. President: The President shall undertake such functions as are normally performed by the person in this position, including presiding over meetings. D. Vice-President: The Vice-President shall perform the duties of the President when the President is absent or unable to act. E. Treasurer: The Treasurer shall have charge of the financial records of the Chapter. F. Secretary: The Secretary shall prepare and keep the minutes of the meetings of the Board and shall have charge of the minutes and legal records of the Chapter. 4
G. Nomination of candidates for Directors and Officers shall be made by a Nominating Committee which shall be chaired by the Past President, with the approval of the Board, in the third quarter of each calendar year. H. At least one (1) candidate shall be nominated for each office to be filled by election. The names of all such candidates shall be listed for the designated office for which they are nominated (in alphabetical order by last name where there may be more than one candidate) on a ballot, which shall also provide blank lines for the write-in of other names at the option of the voters. I. Voting shall be by written ballot and will be addressed at the Annual Meeting in the 4 th quarter of each calendar year. J. Votes shall be tallied immediately upon the completion of the balloting by the Nominating Committee and one or more Board Members, and the results of the election shall be announced before the end of the Annual Meeting. K. The term of office for the Officers will be two (2) years. The term of office for all other Directors including the Chapter Liaison will also be two (2) years. Terms will be staggered. There is no set term for the Chapter Advisor. L. In the event an Officer/Director/Chapter Liaison during his/her second year in office, loses his/her designation as the designated representative of a government member, but remains employed by a public entity and otherwise qualified to serve on the Board, he/she may complete the term of office. If an Officer/Director/Chapter Liaison during the first year in office loses his/her designation as the designated representative of a government member, but remains employed by a public entity and otherwise qualified to serve on the Board, his/her term will be until the next Annual Meeting of the Chapter at which time a new Officer/Director/ Chapter Liaison will be elected for a one-year term. M. In the event any Officer/Director/Chapter Liaison retires from or terminates employment with a government entity and does not become an employee of a government entity within sixty (60) days, his/her status as a Board Member will terminate, and the Office will be considered vacant. 5
N. In the event of a vacancy in the office of President, the unexpired term will be filled by the Vice-President. In the event of a vacancy in the office of Vice-President, Secretary, or Treasurer the unexpired term may be filled by a Director or the Chapter Liaison as chosen by a majority vote of the Board. O. In the event of a vacancy in the office of one of the Directors, the unexpired term will be filled by a Government member appointed by the President with the concurrence of a majority of the Board. P. In the event of a vacancy in the office of Chapter Liaison, the unexpired term may be filled by a qualified representative member appointed by the President with the concurrence of a majority of the Board. Q. In the event a Past President retires from or terminates employment with a governmental entity and does not become an employee of another governmental entity within sixty (60) days, he/she may continue to serve in a non-voting capacity until replaced. If the Past President becomes employed by another governmental entity within the time frame allotted above, he/she will retain their ability to vote on Chapter matters until replaced. R. The newly elected Officers/Directors/Chapter Liaison of the Chapter will commence their terms of office on January 1 st. S. A person serving a partial term as President or Vice-President, to fill an office left vacant in mid-term by any cause, will be eligible for election at the next Annual Meeting to a full term of office immediately following the completion of the partial term. T. No Director or Officer shall be elected to more than three (3) successive terms in any one office, unless approved by the Board. This provision shall not operate to disqualify such Director or Officer for subsequent service, provided that such subsequent service shall be subject to the same limitations as its successive terms. U. In the event of a vacancy in the Chapter Advisor, the Board will solicit an advisor from the Affiliate Members in good standing. VII. Committees A. The Board may establish ad hoc committees, as it deems appropriate. 6
B. Committee chairs and members will be appointed by the President. The President will serve as an ex-officio, non-voting member of all committees unless the committee s structure stipulates otherwise. VIII. Duties of Officers and Directors A. The President shall preside at all meetings of the members and of the Board and shall perform all duties and have the authority relegated to the Office of President. The President, if possible, will attend the annual PRIMA National Conference and represent the Chapter. The Board will budget for the annual payment of the President s attendance to the PRIMA National Conference or a designee with Board approval. B. The Vice-President shall, in the absence or disability of the President, possess all the powers and discharge all the duties of the President. C. The Secretary shall keep the minutes of this Chapter and the minutes of the Board. The Secretary shall keep all records of this Chapter and shall give advance written notice of all meetings to members. D. The Treasurer shall have general supervision of the financial operation of this Chapter, shall have custody of all funds of the Chapter, and shall deposit all monies received in a Bank or Banks approved by the Board. The Treasurer shall submit a written monthly report at each Board meeting. Checks in excess of One Hundred Dollars ($100.00) against bank accounts, in payment of the obligations of this Chapter, shall be approved by the Board, signed by the Treasurer and President or other Officer to be designated by the President. The Board will review and approve an annual budget and a monthly balance sheet submitted by the Treasurer. E. The Chapter Liaison shall serve as a liaison with National PRIMA and will keep the Board informed of national and regional PRIMA issues. F. The following responsibilities will be completed by the Directors and Chapter Liaison: 1. Updating the next email announcement of the chapter meeting and the educational details. 2. Accepting and coordinating the RSVP of attendees, roster sign-in, and badging for the chapter meeting. 3. Lead for the Membership Committee. 4. Lead for the Nomination Committee. 5. Updating the Membership Roster and current demographics to email chapter announcements and meetings. 7
6. Assistance in coordination of the chapter meetings through the recruitment of a meeting sponsor, meeting speaker, Meeting Planner, and Meeting Planner In-Training roles. 7. Maintenance and updating of the Association s Bylaws. 8. Contributions to the Association s website content. 9. Coordination of the advancement of an Associate in Risk Management certification, onsite testing, and educational scholarships. IX. Amendments A. Upon approval of the Board, the membership will be notified of proposed amendments to the Bylaws at least thirty (30) days in advance of the proposed vote. Amendments to the Bylaws so referred to the membership will require a vote of approval of two-thirds (2/3) of the designated representatives voting at any meeting of the Chapter or of two-thirds (2/3) of the designated representatives responding to a mail ballot, allowing them a minimum of thirty (30) days to cast their votes, whichever method is selected by the Board. B. Any designated representative of a government member of the MN PRIMA may propose a change in the Bylaws by submitting the proposal to the Board in writing and attested to by four (4) other voting government members. If approved by the Board, proposed changes will be presented to the membership as specified above and will require approval of twothirds (2/3) of the voting representatives. C. Should any provision of these Bylaws be determined to be contrary to law, in whole or in part, the remaining provisions shall remain in full force and effect. Any amendments or other alternations of these Bylaws that are contrary to law or to the MN PRIMA s status shall be invalid and of no force or effect. X. Dissolution In the event MN PRIMA would dissolve, any assets after creditors have been satisfied will be distributed to the League of Minnesota Cities (LMC), a notfor-profit membership organization that includes cities and their elected and appointed officials, as well as a number of special municipal districts and townships. 8
XI. BYLAWS Inurement No part of the net earnings of MN PRIMA will inure to the benefit of, or be distributed to, its non-government members, Directors, employees, or other private persons, except that MN PRIMA will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II of these Bylaws. Revised: 10/6/15 9