CONSTITUTION OF THE BENGALI ASSOCIATION OF MINNESOTA
CONSTITUTION OF THE BENGALI ASSOCIATION OF MINNESOTA
(Amended on 11/04/2018)
The original Bengali Association of Minnesota (BAM) Constitution Articles and Bylaws was adopted on 23rd July 1999.
The voting members of the BAM at BAM’s 2016 General Body Meeting held on 3rd December 2016 at Edina Library, Edina, MN, authorized the BAM Executive Committee to review the original BAM Constitution Articles and Bylaws and amend, update, and restate its provisions in order to achieve the following objectives: (1) take into account the changing needs of the corporation as it strives to serve the growing Bengali community in the Twin Cities and surrounding areas; (2) enable the corporation to better utilize technology and tools and best practices for conducting its business; (3) provide guidelines and safeguards to ensure ethical conduct of BAM’s officers and members; (4) make the revised Constitution compliant with applicable laws and regulations.
Pursuant to this authorization by the voting members at the 2016 annual General Body Meeting, the BAM Executive Committee formed the Constitution Revisit Committee (CRC) on 18th August 2017 to review the original BAM Constitution Articles and Bylaws, and draft a revised BAM Constitution Articles and Bylaws containing amendments, updates, and restatements necessary to achieve the above objectives. After consultation with counsel and several months of deliberation the CRC presented a draft revised BAM Constitution Articles and Bylaws to the Executive Committee on 25th September 2018.
The BAM Executive Committee approved the draft revised BAM Constitution Articles and Bylaws, and recommended that it be placed before the voting members in a Special General Body Meeting convened to adopt the revised BAM Constitution Articles and Bylaws and repeal the original BAM Constitution Articles and Bylaws. Accordingly, all registered voting members of BAM were given the opportunity to examine and vote on the adoption of the said proposed amendments, updates, and restatements to the original BAM Articles of Incorporation and Bylaws of the Bengali Association of Minnesota and at a duly constituted Special General Body Meeting of the BAM convened on Nov 4, 2018 the voting members approved, by more than two- thirds majority, all the amendments, updates, and restatements to the original Articles of Incorporation and Bylaws of the Bengali Association in their entirety and adopted the revised BAM Constitution Articles and Bylaws.
Adoption and effective date; Prior versions of BAM Constitution Articles and ByLaws superseded
Whereas a duly constituted Special General Body Meeting of the BAM was convened on Nov 4, 2018 for the purpose of amending, updating, and restating in their entirety the original Articles of Incorporation and Bylaws of the Bengali Association of Minnesota, a corporation under Chapter 317A, Minnesota Statutes, (also known as the Minnesota Nonprofit Corporation Act).
And whereas, at the said Special Meeting on November 4, 2018 we the members of the Bengali Association of Minnesota, after considering all of the proposed amendments, updates, and restatements, do hereby approve by more than a two-thirds majority of the voting members, that we adopt these amended, updated, and restated BAM Articles of Incorporation and Bylaws, which shall replace and supersede the original BAM Articles of Incorporation and Bylaws and all prior amendments to the original Articles of Incorporation and Bylaws.
Now whereas, we the members of the Bengali Association of Minnesota do hereby adopt and acknowledge these amended, updated, and restated Articles of Incorporation and Bylaws as the new Constitution of the Bengali Association effective November 4, 2018.
Signed on behalf of the Bengali Association of Minnesota this 4th day of November 2018.
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE BENGALI ASSOCIATION OF MINNESOTA
We, the members of the Bengali Association of Minnesota, desire to unite together and pursuant to Minnesota Statutes Chapter 317A, the following Amended and Restated Articles of Incorporation have been properly adopted by the Board of Directors and the Voting Membership to supersede the original Articles of Incorporation and all amendments.
Article I – Name/Registered Office
The name of the corporation shall be: Bengali Association of Minnesota.
The registered office of the corporation is located at: 5444 Orchard Avenue N Crystal, MN 55429
Article II – Purpose
This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or later amended (“the Code”), including making distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. The corporation shall operate to: conduct and sponsor charitable, cultural, religious, spiritual and educational activities for the benefit of the community; represent the culture, traditions and interests of the Bengali community to the broader Indian community in Minnesota and to the broader community at large; foster closer relationship among the members of the community in the State of Minnesota and elsewhere; provide a common place to celebrate Bengali festivals and events in the Greater Twin Cities area; and promote an understanding of the history and development of Bengali philosophy and culture among the members and their children. All funds, whether income or principal, whether acquired by gift or contribution or otherwise, shall be devoted to those purposes.
Article III – Limitations
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Code, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public (except as otherwise provided in subsection (h) of Section 501 of the Code), and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office;
3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code; and
4. The corporation shall not lend any of its assets to any officer or director of this corporation [unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members], or guarantee to any person the payment of a loan by an officer or director of this corporation.
Article IV – Directors/Members
The corporation shall have voting membership, and may have classes of same (if any), as defined in the corporation’s Bylaws. The management and affairs of the corporation shall always be under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation’s Bylaws. No member or Director shall have any right, title, or interest in or to any property of the corporation.
An action, other than an action requiring member approval, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action. All Directors must be notified immediately of the text of the written action and its effective date. A Director who does not sign or consent to the written action is not liable for the action.
Article V – Debt Obligations and Personal Liability
No person who has served or is serving as a Director or Officer shall be personally liable for obligations or debts of the corporation [based on their service as Director or Officer] except to the extent such person has unlawfully misappropriated funds to their use or benefit or is liable as a responsible party per state or federal law.
Article VI – Dissolution
Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, in accord with a plan of dissolution properly noticed to the Attorney General in accord with Minnesota Statutes section 317A.811 (as now enacted or hereafter amended) for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), or shall be or distributed to the federal government, or to a state or local government, for a public purpose.
IN WITNESS OF, the undersigned executes these Restated Articles of Incorporation as of the _____ day of __________________, 2018
____________________________________________ ___________________ Signature Title
BYLAWS OF BENGALI ASSOCIATION OF MINNESOTA
Section I – Membership
I.1 Membership shall not be denied to any person because of their age, color, national origin, citizenship status, physical or mental disability, race, religion, cast, creed, gender, sex, sexual orientation, gender identity and/or expression, genetic information, marital status, status with regards to public assistance, veteran status, or any other characteristic protected by federal, state or local law.
I.2 A person who subscribes to the goals and objectives of the BAM and abides by its bylaws and rules is eligible and may apply for annually for BAM membership, at a time and in a format prescribed by the Board of Directors from time to time.
I.3 Classes of Members: The following classes of membership have been established for individuals whose membership application has been approved by the Board of Directors.
I.3.1 Resident Member: Any individual who is 18 years or older, and resides in the Twin Cities area and its outlying communities in the State of Minnesota will be considered as a resident member.
I.3.2 Non-Resident Member: Any individual who is currently residing outside the State of Minnesota, and desires to be a part of the BAM community will be considered as a non-resident member.
I.3.3 Junior Member: Any individual who is below 18 years of age, and resides in the Twin Cities area and its outlying communities in the State of Minnesota will be considered as junior member.
I.3.4 Altering classes of members: The Board of Directors may establish additional, or restrict existing classes of members, but no changes to existing voting members’ rights shall be effected without such members’ approval.
I.4.1 Voting Members: Only Resident Members, as defined in Sub-Section I.3.1 above, who have registered and paid their fees, if any, according to the schedule as established by the Board of Directors, shall be eligible to vote for matters related to BAM.
I.4.2 Voting Member List: A list of the voting membership of this corporation shall be kept by the Secretary of the corporation pursuant to Sub-Section V.5 of these Bylaws. The official voting list will be updated from time to time as per Sub-Section III.4 of these Bylaws.
I.4.3 Voting Rights: Each voting member has 1 (one) vote.
I.5 Benefits: All voting members who are current with their membership fees, will be eligible for receiving discounts and/or other benefits at events and/or on services as approved by the Board of Directors.
I.6 Dues: The membership fees for all approved membership applications, as provided by Section I.2, will be due on the 1st day of January and must be paid by 31st March of the same year.
I.6.1 Late Fees: Board of Directors may at its discretion permit payment of membership fees after 31st March and in such cases may impose a late fee for the late payment.
I.6.2 Late Application: Late applications for renewal of annual membership may be accepted in exceptional circumstances as approved by the Board of Directors.
I.7 Interest in property: The members of this corporation shall not have any right, title or interest in the real or personal property of this corporation.
I.8 Termination: Membership may be terminated due to:
I.8.1 Resignation: Any member may resign their membership at any time by giving written notice to the Board of Directors or to the Secretary. Such resignation shall take effect on the date such notice was received or at any later time specified in the notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any member who resigns membership shall not be entitled to a pro-rated refund of any Membership or other dues already paid to BAM.
I.8.2 Expulsion: A member may be expelled from BAM by unanimous vote of the Board of Directors (BOD) in accordance with the procedure laid down by this section.
I.8.2.1 Proceedings for expulsion of member: Proceedings for expulsion of a member may be initiated only if a written petition has been submitted to the BOD by a BAM member, specifying the alleged reason(s) the member should be expelled. Upon receipt of the petition, the BOD shall determine whether it alleges sufficient facts to warrant immediate initiation of expulsion proceedings, or whether further inquiry needs to be conducted before initiating the expulsion proceedings, or the facts alleged in the petition are not enough to warrant any further action. If the BOD determines that further inquiry is needed it shall refer the matter to the ACC for investigation and recommendation. If the BOD determines that the petition does not warrant any further action it shall inform the member of its decision and close the case.
I.8.2.2 Notice of Proposed Expulsion; Defense; Decision: If, upon review of the petition and the ACC’s inquiry and recommendation, if applicable, the BOD determines that it is in the interest of BAM to proceed with expulsion, a written notice stating the reason for expulsion, and a proposed expulsion date, not less than 15 days in future, shall be served on the member. The notice shall also provide the member an opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed expulsion.
The notice may be served by personally delivering it to the member or by sending it by Registered mail to the last known address of the member as shown in the Membership list. Upon expiry of the notice period, and after considering all of the facts of the case including the defense set forth by the member in the hearing, if any, the BOD shall make a decision about the expulsion and convey its decision to the member.
I.8.2.3 Duration: The Board of Directors will have the sole authority to decide upon the duration of the expulsion.
I.8.3 Nonpayment of dues: If the membership fees are not paid by the due date, or within such additional grace period or extension of time, if any, determined by the BOD, membership will automatically be terminated. A person whose membership has been terminated for non-payment of membership fees may reapply for membership and his or her membership may be re-instated by the BOD upon payment of the amount due and any re-instatement fees that may be established by the Board.
I.8.4 Death: The death of a member automatically terminates his or her membership. I.8.5 Recording of Termination: All terminations of membership shall be duly recorded in the BAM’s Membership list with reason for termination and effective date.
Section II – Board of Directors
II.1 Number and election: Except as otherwise provided herein, the Board of Directors (BOD) of BAM shall consist of a minimum of five and up to nine natural persons elected by the voting members at the corporation’s annual meeting.
II.2 Removal and Interim Vacancies
II.2.1 Removal by Board of Directors: Any director may be removed with or without cause at any time by the rest of the Board of Directors by the affirmative vote of at least a two-thirds majority of the Directors currently holding office at a meeting of the Directors convened as provided in Section IV, the notice of which shall have specified the proposed removal.
II.2.2 Removal by Members: Any Director may be removed with or without cause at any time by the affirmative vote of a majority of the voting member present at a meeting of the members convened as provided in Section III, the notice of which shall have specified the proposed removal.
II.2.3. Interim Vacancies: All interim vacancies on the Board occurring because of the death, resignation or removal of a Director shall be filled by the remaining directors in the board within thirty days of the vacancy. The eligibility of the proposed interim appointee to hold the office of Director must be ascertained by the ACC before such appointment.
The term of office of Directors so appointed shall be until the next annual election, at which time the vacancy shall be filled by election.
II.3 Term of Office; Limit to Consecutive Terms
II.3.1 Term of Office: Except as otherwise designated at the time of a Director’s appointment to fill interim vacancies in Section II.2.3 and in the special provisions laid down in this Section for Group 1 and Group 2 Directors for the first 2 years immediately following the adoption of these Bylaws, each Director shall be elected to serve for a term of three years. Directors who are elected shall hold office for the term for which they were elected and until the end of the meeting at which their successor has been elected and until such successor has qualified, or until the director’s prior death, resignation or removal.
II.3.2 Limit to number of consecutive terms; eligibility for re-election: There shall be a limit to the number of consecutive terms a Director may serve. The limit is two consecutive
terms. Directors who have served 2 consecutive terms shall be eligible for reelection after taking at least one year off from board service with the corporation.
II3.3 Transitional Provisions
In order to have a smooth transition from the former organizational structure of the corporation to the organizational structure under these Bylaws, and to not overburden the election process, the following transitional provisions shall be implemented
II3.3.1 Formation and composition of new Board of Directors upon adoption of these Bylaws: In order to have a smooth transition from the former organizational structure of the corporation to the organizational structure under this Constitution and Bylaws, and to not overburden the election process, the 9 positions of Directors in the new Board of Directors shall be filled with 6 members who had been elected to the former Executive Committee and 3 members through elections. If, for any reason, not enough former Executive Committee members are available to fill the 6 Director positions earmarked for former Executive Committee members, the unfilled positions may be filled by election or by appointment by the remaining Directors in consultation with the ACC with regard to the eligibility of the proposed appointees.
II3.3.2 Grouping of Directors and Expiry of Term of Office as per Group: The members of the Board of Directors shall be divided into three groups designated: Group I, Group II and Group III. The number of Directors and the term of office for Directors in each Group shall be as follows:
II220.127.116.11 Group I shall consist of one-third of the total number of authorized Directors. The initial term of Directors in Group 1 who are appointed at the time of adoption of these Bylaws shall be one year and shall expire at the next ensuing annual meeting following adoption of these Bylaws; i.e., at the end of one year.
II18.104.22.168 Group II shall consist of one-third of the total number of authorized Directors. The initial term of Directors in Group II who are appointed at the time of adoption of these Bylaws shall be two years and shall expire one year after the expiration of the term of the initial Group I directors.
II22.214.171.124 Group III shall consist of the remaining number of authorized Directors. The initial term of Directors in Group III who are appointed at the time of adoption of these Bylaws shall be three years.
At each annual election held after the adoption of these Bylaws, the Directors for each Group shall be elected for a full three year term to succeed the directors of the Group whose term then expires. If the number of authorized directors is increased, the Board shall designate the Group(s) in which such additional Director(s) shall be placed.
II.4 Eligibility: To be eligible to be a member of the Board, a person must be a voting member of BAM with minimum three years residence in Twin-Cities community. In addition, the person must have taken responsibility as an organizer in an annual BAM event.
II.4.1The same individual may not concurrently serve in the Board of Directors (BOD) and the Advisory & Compliance Committee (ACC).
II.4.2 Members who are otherwise eligible to be a member of the BOD or ACC will become temporarily ineligible if their spouse or domestic partner, as defined in Section IX, is already a Director or ACC member.
II.5 Interim Board: Until the first annual meeting to be held after the adoption of these Bylaws, the Board of Directors of this corporation shall be comprised of the natural persons enumerated in the attached Exhibit A (List of Interim Board of Directors), incorporated by reference and made a part of these Bylaws. A vacancy, occurring because of the death, resignation or removal of a Director on the Interim Board, shall be filled by the remaining Directors in accordance with the procedure laid down in Section II.2.3 for filling interim vacancies.
Section III – Meetings of the Members
III.1 Annual Meeting: The annual meeting of the members shall be held at the principal office of the corporation, or within the seven counties of the Twin Cities metropolitan area (Anoka, Carver, Dakota, Hennepin, Ramsey, Scott, and Washington Counties), as designated in the notice thereof, during the fourth quarter of the fiscal year, preferably in the month of December, at a date and time to be determined by the Board of Directors.
III.2 Special meetings: Special meetings of the members of this corporation may be called at any time (a) by the President, (b) by the Board of Directors, (c) upon written request of ten percent, or fifty (whichever is less), of the voting members of this corporation. Anyone entitled to call a special meeting of the members may make a written request to the President to call the meeting, who shall thereafter give notice of the meeting, setting forth the time, place and purpose thereof, to be held no later than sixty calendar days after receiving the request. If the President fails to give notice of the meeting within thirty calendar days from the date on which the request is received by the President, the person or persons who requested the meeting may fix the time and place of the meeting and give notice thereof in the manner hereinafter provided. If a special meeting is demanded by the members, the meeting shall be held within the seven counties (Anoka, Carver, Dakota, Hennepin, Ramsey, Scott, and Washington Counties) of the Twin Cities metropolitan area. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.
III.3 Notice: Written notice of each meeting of the members, stating the time and place thereof, shall be mailed, postage prepaid, not less than five nor more than sixty calendar days before the meeting, excluding the day of the meeting, to each voting member of this Corporation at the last known address of the member. In the case of a special meeting of members convened for the purpose of expulsion of a Director from the Board of Directors under Section II.2.2 (Removal of Director by Members), the notice shall specify the name of the Director whose expulsion is being proposed, and be mailed, postage prepaid, at least thirty calendar before the meeting, excluding the day of the meeting. Notice may also be given by facsimile communication, directed to a telephone number at which the member has consented to receive notice; by electronic mail (email), when directed to an email address at which the member has consented to receive notice; or by any other form of electronic communication by which the member has consented to receive notice, when directed to the member. Any member may waive notice of a meeting before, at or after the meeting, orally, in writing or by attendance. Attendance by the member at a meeting is deemed a waiver by the member unless an objection is proffered by such individual to the transaction of business because the meeting is not lawfully called or convened, or an objection is made before a vote on an item of business because the item may not lawfully be considered at that meeting and the member does not participate in the consideration of the item at that meeting.
III.4 List of Voting Members for Meeting: For meeting of the members, the record date for determination of the members entitled to notice of the meeting shall be thirty days prior to the meeting. As of the record date, the Secretary shall prepare a list of the names (in alphabetical order) and addresses of each member entitled to vote at the meeting. Beginning two business days after notice of the meeting is given, the list shall be available at the principal office of this corporation for inspection and copying on written demand by any member (or the agent or attorney of any member), at the member’s expense, for the sole purpose of communication with other members concerning the meeting. The member list will be available over electronic medium (including email, facsimile etc.) upon duly verified request. The list shall be made available through the date of the meeting and at the meeting.
III.5. Voting, Proxy Voting and Quorum: The presence of 15% of the voting members or 25 voting members, whichever is less, shall constitute a quorum at any meeting thereof. If a quorum is not present, the members present and entitled to vote at any meeting may take no official action. If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment. A majority of the total number of votes held by the members present and entitled to vote at any meeting at which a quorum is present must be cast to transact any business. When any meeting of the members is adjourned to another time and place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken. BAM may implement casting of votes by proxy at a future date as governed by the provisions of Minnesota Statutes Section 317A.453, or its successor.
III.6 Written Ballot: An action that may be taken at a regular or special meeting of members may be taken by written ballot without a meeting if the corporation mails or otherwise delivers a ballot to every member entitled to vote on the matter, in accordance with the procedure set forth in Minnesota Statutes Section 317A.447, or its successor.
III.7 Unanimous Action Without a Meeting: An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the members entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those members, unless a different effective time is provided in the written action. Any filing made with the Minnesota Secretary of State reflecting action taken without a meeting must state that the action was taken pursuant to Minnesota Statutes Section 317A.445, or its successor.
III.8 Remote Communication for Meetings: Meetings of the members may be held solely by one or more means of remote communication, if notice of the meeting is given to every member entitled to vote as provided in Section
III.3, and if the number of voting members participating in the meeting is sufficient to constitute a quorum at a meeting. Participation by a member remotely constitutes presence at the meeting. If a meeting of members is held entirely remotely, the meeting must conform to the requirements of Minnesota Statutes. Section 317A.450, or its successor.
III.9 The Secretary shall ensure that the notices and agendas for these meetings are sent; records of meeting attendance, quorum, and votes on resolutions and proposals are maintained; the meeting minutes are recorded and presented; and take such other action as necessary to discharge his or her responsibilities under Section V.6.
Section IV – Board of Directors Meetings
IV.1 Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by resolution of the Board. After the time and place of such regular meetings have been so determined, and the Secretary has communicated the same to all Directors and ACC members, no further notice of such regular meetings will need to be given. Meeting venue or time can be changed after providing notice to the board members at least seven days prior to the scheduled date.
IV.2 Special Meetings: Special meetings of the Board of Directors for any purpose or purposes may be called by the President or at the written request of any Director. The business transacted at all special meetings of Directors shall be confined to the subject(s) stated in the notice and to matters relevant thereto. No other business will be transacted unless all current Directors of the corporation are present at such meeting and all Directors consent to the transaction of other business.
IV.3 Notice of Meetings; Waiver of Notice: Except in the case of a special board meeting convened for the purpose of expulsion of a sitting Director under Section II.2.1 (Removal of Director by Board of Directors), a director may call a board meeting by giving at least five calendar days’ notice to all directors of the date, time and place of the meeting. A special board meeting convened for the purpose of expulsion of a Director from the Board of Directors under Section II.2.1 (Removal of Director by Board of Directors), may be called by the President or any Director by giving at least thirty calendar days’ notice to all directors of the date, time and place of the meeting. Notice given of a special meeting must state the purpose(s) of the proposed meeting. Notice of board meetings may also be given by facsimile communication, directed to a telephone number at which the member has consented to receive notice; by electronic mail, when directed to an email address at which the member has consented to receive notice; or by any other form of electronic communication by which the member has consented to receive notice, when directed to the member. A Director may waive notice of a meeting of the Board, and such waiver is effective whether given in writing, orally, or by attendance. Attendance by a Director at a meeting is a waiver of notice of that meeting, unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.
IV.4 Quorum: A majority (more than 50%) of the Directors currently holding office is a quorum for the transaction of business, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by statute or these Bylaws. If a quorum is present when a duly called or held meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of Directors originally present leaves less than the proportion or number otherwise required for a quorum.
IV.5 Meeting Solely by Remote Communication: Any meeting among Directors or a committee of the Board of Directors may be conducted solely by one or more means of remote communication if:
For other meetings, any Director or committee member may participate by conference telephone, or if the Board so authorizes, by other means of remote communication.
Remote communications are those made via electronic communication, conference telephone, video conference, the Internet, or other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in a meeting by that means constitutes presence at the meeting.
IV.6 Written Action (Action Without Meeting): An action, other than an action requiring member approval, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action. All directors must be notified immediately of the text of the written action and its effective date. A director who does not sign or consent to the written action is not liable for the action.
IV.7 The Secretary shall ensure that the notices and agendas for these meetings are sent; records of meeting attendance, quorum, and votes on resolutions and proposals are maintained; the meeting minutes meetings are recorded and presented; and take such other action as necessary to discharge his or her responsibilities under Section V.6.
Section V – Officers
V.1 Officers: The officers of this corporation shall consist of, at minimum, a President, a Secretary and a Treasurer. The Board of Directors may choose to appoint additional officer(s) as deemed necessary.
V.2 Method of Selection: The Board of Directors shall elect officers of the corporation at their first meeting immediately after the annual general body meeting in which the new Directors were elected. The officers shall be elected from among the sitting members of the Board of Directors. At the time of being elected, the President should have at least one year of prior experience serving on the BAM Board or BAM Executive Committee.
V.3 Tenure of Office and Removal: The term of office of each of the offices of this corporation shall be for one year or until the election of successors. Any officer(s) may be removed at any time prior to the expiration of their term by affirmative vote of at least a two-thirds majority of the Directors currently holding office. The officers so removed from office shall continue to be sitting members of the Board of Directors till the end of their original term as Directors unless their term as Directors is terminated earlier for some other reason such as resignation or removal from the BOD under Section II.2.1 or II.2.2 . Any vacancy occurring in an executive office during the tenure of the Officer(s) shall be filled by the Board of Directors at their next meeting. The tenure of the interim Officer(s) so appointed will be till the next general body election.
V.4 Procedure in case of temporary absence of officers: If an officer of the corporation is temporarily unavailable or unable to discharge his or her responsibilities as an officer due to illness, travel, or other short-term reasons, the following procedure shall be followed to ensure that there is no interruption of the normal business of the corporation:
V.4.1 Temporary Absence of President: When the President of the corporation is temporarily absent, the Secretary of the corporation shall act as the President during his or her absence, in addition to discharging the regular role Secretary. Depending on the expected length of absence of the President, the Board of Directors may select a Board member to temporarily assist the Secretary discharge the President’s role in his or her absence.
V.4.2 Temporary Absence of Secretary: When the Secretary of the corporation is temporarily absent, the Treasurer of the corporation shall act as the Secretary during his or her absence, in addition to discharging the regular role Treasurer. Depending on the expected length of absence of the Secretary, the President may select a Board member to temporarily assist the Treasurer discharge the Secretary’s role in his or her absence.
V.4.3 Temporary Absence of Treasurer: When the Treasurer of the corporation is temporarily absent, the Secretary of the corporation shall act as the Treasurer during his or her absence, in addition to discharging the regular role Secretary. Depending on the expected length of absence of the Treasurer, the President may select a Board member to temporarily assist the Secretary discharge the Treasurer’s role in his or her absence.
V.5 President: The President shall have general active management of the business of the corporation.
The President’s responsibility shall include:
V.6 Secretary: The Secretary shall keep the corporation’s records and minutes, fulfill the usual duties required by such office, and perform such other duties and exercise such other powers as may from time to time be imposed upon that position by resolution of the Board, or as required by any law or regulation.
The Secretary’s responsibility shall include:
V.7. Treasurer: The Treasurer shall keep accurate financial records for the corporation in accordance with generally accepted accounting principles.
The Treasurer’s responsibility shall include:
Section VI – Committees
VI.1. Authority: The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors, and shall at all times be subject to the control and direction of the Board of Directors. Committee members need not be Directors.
VI.2 Standing Committees: The following shall be the standing committees of the corporation and need to be formed at the beginning of each year right after the election. There should be at least one Director in each committee.
A Director may be a member of multiple committees. In the interest of involving general members, each committee should include two or more members of the corporation who are not currently serving on the Board.
The Board of Directors may appoint additional standing or ad-hoc committees as deemed necessary.
Section VII – Advisory & Compliance Committee
VII.1 The Advisory & Compliance Committee (ACC) shall consist of a Chair & two members elected by the voting members at the Annual General Body Meeting.
VII.2 Eligibility and Nomination: The members of the ACC shall meet the same minimum eligibility requirements for Directors as defined in section II.4, II.4.1 and II.4.2 for BOD. In addition, the candidates for the Advisory Committee position should have served as a member of the Executive Committee or Board of Directors or a Rules Committee in BAM or had a similar role in another organization. The individuals desiring to serve in the ACC shall nominate themselves for BAM elections in the same manner as required of individuals desiring to serve in the BOD.
VII.3 Term; Limit to number of consecutive terms; eligibility for re-election:
VII.3.1 Except as otherwise provided in Section VII.8, each ACC member shall be elected to serve for a term of three years.
VII.3.2 There shall be a limit to the number of consecutive terms an ACC member may serve. The limit is two consecutive terms.
VII.3.3 ACC members who have served 2 consecutive terms shall be eligible for being elected again to the ACC after at least one year after their second consecutive term was over.
VII.4 Duties of Advisory & Compliance Committee (ACC): The ACC shall be the advisory and consulting body for the Board of Directors (BOD). The duties of ACC include:
VII.4.1 Advising the board on matters related to compliance with the applicable laws and regulations;
VII.4.2 Interpreting the BAM Constitution and Bylaws and any Rules or Policy Guidelines or Operating Procedures established under the Bylaws, and make recommendations for compliance with their provisions;
VII.4.3 Making recommendations for amendments to the Constitution and Bylaws or to BAM Rules or Policy Guidelines or Operating Procedures to ensure that BAM is in compliance with changes in applicable laws and regulations;
VII.4.5 Mediating disputes between the Board and one or more members of the Corporation or among members of the Board;
VII.4.6 Resolving questions regarding eligibility of individuals for membership of BAM, and for BAM members for elected office or for filling interim vacancies by appointment;
VII.4.7 Assisting the Board in the preparation and maintenance of the standard operating procedures and ensuring that they are in compliance with the existing laws and regulations;
VII.4.8 Overseeing the election process, working with appropriate members of the Board and other officers of BAM to ensure timely and fair elections; For each BAM Election, the ACC shall appoint an independent sub-committee of suitable voting members to review eligibility of the candidates and to conduct the election process for the corporation. The members of the election sub-committee shall not be sitting members of the BOD or the ACC, or candidates in that election. Election process guidelines may be drafted by the ACC and approved by the BOD to assist the election sub-committee.
VII.4.9 Conducting internal audits as requested by the BOD;
VII.4.10 When called upon to do so by the Board, conduct investigations and provide advisory opinions
VII.4.11 When called upon to do so by the Board, and the parties to the dispute have agreed to binding arbitration, arbitrate the dispute.
VII.5 Selection of Committee Chair: The committee members will select a chair from amongst themselves in their first meeting following the election in the annual General Body meeting.
VII.6 Advisory & Compliance Committee (ACC) Operation:
VII.6.1 The ACC Chair shall coordinate all ACC activities including, periodic meetings, planning activities, record keeping, etc. as per goals established by the committee.
VII.6.2 ACC members may attend the Board meetings and participate in the proceedings, but they may not vote on any Board matter.
VII.6.3 ACC members shall attend Board meetings when requested by the Board of Directors.
VII.7 Vacancy; Interim appointment: A vacancy, in the ACC before the end of its term, shall be filled by an interim ACC member selected by the BOD and the remaining ACC members. The term of the interim ACC member so appointed shall be till the next BAM elections.
VII.8 Transitional Provisions: In order to have a smooth transition from the former organizational structure of the corporation to the organizational structure under these Bylaws, and to not overburden the election process, the following transitional provisions shall be implemented.
VII.8.1 Interim ACC: Until the first annual meeting to be held after the adoption of these Bylaws, the ACC shall be comprised of the natural persons enumerated in the attached Exhibit A (List of Interim ACC members), incorporated by reference and made a part of these Bylaws. A vacancy, occurring because of the death, resignation or removal of a member of the interim ACC, shall be filled in accordance with the procedure laid down in Section VII.7 for filling ACC vacancies.
VII.8.2 Formation and composition of new ACC upon adoption of these Bylaws: In order to have a smooth transition from the former organizational structure of the corporation to the organizational structure under these Bylaws, and to not overburden the election process, the 3 positions of members in the new Advisory & Compliance Committee (ACC) shall be filled with 2 members who had been elected to the former BAM Advisory Committee and 1 member through elections. If, for any reason, not enough former Advisory Committee members are available to fill the 2 ACC member positions earmarked for former Advisory Committee members, the unfilled positions may be filled by election or by appointment by the remaining Directors and ACC members.
VII.8.3 Term of Office: The initial term of an ACC members who is elected after the adoption of these Bylaws shall be three years.
Of the two former BAM Advisory Committee members who are appointed to the new ACC pursuant to Section VII.8.2, the initial term of office for one of them shall be one year, and for the other it shall be two years, and they will serve till their successor on the ACC has been elected at the annual meeting following the elections in the year when that term ends.
Section VIII – Financial Responsibility & Duties
VIII.1 In order to maintain the 501 (c)(3) tax-exempt status of the corporation under the Internal Revenue Service guidelines, BAM shall comply with all applicable rules and regulations. The Board of Directors (BOD) and Officers of the corporation shall maintain corporation’s records and file necessary reports and documents to government authorities as required by law. The Board of Directors may authorize consultation with appropriate professionals like certified public accountants or attorneys to assist with this.
VIII.2 BAM may receive funds and contributions in the form of grants, bequests, gifts and through fund-raising activities, and for a specific purpose or for the general benefit of the corporation. The BOD may lay down appropriate guidelines relating to the raising, collection, recording, safekeeping, and expenditure of funds and other matters pertaining to the financial management of the corporation.
Section IX – Conflict of Interest
IX.1 Director or Officer conflicts of interest: This Corporation shall not enter into any contract or transaction with:
a. One or more of its directors, officers, or a member of the immediate family of its director or officer,
b. A director or officer of a related organization, or a member of the immediate family of a director or officer of a related organization, or
c. An organization in or of which the corporation’s director or officer, or member of the immediate family of its director or officer, is a director, officer, legal representative or has a material financial interest;
Unless the material facts as to the contract or transaction and as to the interest of the director(s) or officer(s) are:
For the purposes of this Section the interested Director or Officer shall be ineligible to vote for any resolution of the Board of Directors to authorize, approve, or ratify the contract or transaction in question. In addition, the interested Director or Officer shall not be counted to determine the presence of the required quorum before the Board of Directors can vote on the resolution.
IX.2 Conflicts of interest: Definitions of relevant parties and interests. For purposes of Section IX:
IX.3 Promotion of personal business interests or political affiliation at Corporation functions or while acting on behalf of Corporation: Directors and Officers of the Corporation are prohibited from promoting their personal business interests, or the personal business interests of their immediate family, at functions of the Corporation or when acting in their official capacity on behalf of the Corporation.
IX.4 Use of Corporation funds for personal gain: Directors and Officers of the Corporation are prohibited from using Corporation funds for personal gain.
IX.5 Conflict of interest policy: The need for a conflict of interest policy that Directors and Officers of the Corporations shall adhere to is established by Section IX.1. This policy shall be established and annually reviewed and updated as necessary by the Board of Directors. At a minimum, the Conflict of Interest Policy shall require all individuals who are subject to it:
For the purposes of this Section, a threshold of “materiality” for what comprises a “material financial interest” shall be determined by the Board of Directors on a case by case basis depending on the circumstances
Section X – Insurance & Indemnification
X.1 Insurance: This corporation may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of the Corporation or any person who is or was a director, officer, employee, or member of a committee of this Corporation against any liability asserted against the Corporation or such person and incurred by such person in any such capacity.
X.2.1 Coverage: To the full extent permitted by any applicable law, and subject to the procedural limitations noted in Sections following, this corporation shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of this corporation, against the expenditures enumerated in Section X.2.2, herein, by reason of the former or present capacity of the person as:
X.2.2 Indemnified Expenditures:
Indemnification is mandatory, if, with respect to the acts or omissions of the person complained
of in the proceeding, the person:
X.2.3 Indemnification: Eligibility, advances, and ancillary recovery.
X.2.4 With respect to a person who is not, and was not at the time of the acts or omissions complained of in the proceedings, a director, officer, or person having, directly or indirectly, the power to direct or cause the direction of the management or policies of the corporation, the determination whether indemnification of this person is required because the criteria in Section X.2.1 of this Article has been satisfied and whether this person is entitled to payment or reimbursement of expenses in advance of the final disposition of a proceeding under section 317A.521, subd. 3 of Minnesota Statutes may be made by an annually appointed committee of the board, having at least one member who is a director (said committee shall report at least annually to the board concerning its actions.)
X.2.5 Limit on advances, requiring insurance indemnification before same are paid: Advances of expenses incurred which are payable under Section X.2.1 of this Article shall not be made prior to a final disposition of a proceeding unless same are paid from insurance policies held by the corporation.
X.2.6 Board will ensure adequate insurance coverage is taken and ensure payments of such insurance premiums made on time to keep continued coverage as necessary.
Section XI – Amendments, Repeal & Adoption Of Articles & Bylaws
XI.1 The Articles and Bylaws of the BAM Constitution may be amended or repealed and new Articles and Bylaws may be added in accordance with the provisions of this Section.
XI.2 Amendment of Articles: Amendments to the Articles must be approved by the affirmative vote of a two-thirds majority of all directors and by a majority of the members with voting rights.
XI.2.1 Notice of proposed adoption, amendment or repeal: If a proposed adoption, amendment or repeal to the Articles is initiated by the Directors, proper notice of the proposed adoption, amendment or repeal must precede a meeting of the members with voting rights at which the adoption, amendment or repeal will be considered and must include the substance of the proposed adoption, amendment or repeal. If an adoption, amendment or repeal is proposed and approved by the members with voting rights, those members may demand a special board meeting within 60 days for consideration of the proposed adoption, amendment or repeal if a regular board meeting would not occur within 60 days.
XI.2.2 Amendment of Articles by the Board when authorized by members with voting rights.
XI.2.2 (a) Subject to Section XI.2.2 (c), the members with voting rights, by affirmative vote of a two-thirds majority of such members, may authorize the Board of Directors, to exercise from time to time the power to adopt, amend or repeal the Articles without approval of the members with voting rights.
XI.2.2 (b) When the members with voting rights have authorized the Board of Directors to adopt, amend or repeal the Articles under XI.2.2, the Board of Directors, may amend the Articles by the affirmative vote of a two-thirds majority of all Directors at a meeting of the Board duly called for that purpose after notice of the meeting and of the proposed amendment has been given to the Board.
XI.2.2 (c) The members with voting rights, by affirmative vote of a two-thirds majority of such members, may prospectively revoke the authority of the Board to exercise the power of the members to adopt, amend or repeal the Articles at a meeting duly called for that purpose.
XI.3 Amendments of Bylaws: The Board of Directors shall have the power to adopt, amend or repeal the Bylaws by affirmative vote of a two-thirds majority of the Directors when necessary to:
XI.3.1 Clarify language and remove ambiguity; or
XI.3.2 Reflect changes in the law relating to non-profit corporations governing BAM; or
XI.3.3 Correct typographical or grammatical errors; or
XI.3.4 Enable the corporation to more effectively pursue the corporation’s objectives and serve its members
XI.4 Procedure for Amendment of Bylaws
XI.4.1 Proposed amendments must be submitted to the Secretary in writing with a statement of the reasons why the amendment is necessary and in the interests of the corporation and its members.
XI.4.2 Upon receipt of the proposed amendment, the Secretary shall place the same on the agenda for the next Board meeting for discussion.
XI.4.3 Depending on the nature of the proposed amendment, the Board of Directors may adopt the proposed amendment in the meeting or refer it to the ACC to further examine the proposed amendment and give its recommendation to the Board within a specified time period for either rejecting the proposal or for adopting the same with or without changes. The ACC may, on its own or at the request of the Board, seek input from appropriate voting members who are not on the BOD and obtain the advice of legal counsel before making its recommendation.
XI.4.4 Upon receiving the recommendation from the ACC, the Board shall discuss the amendment at the next regularly scheduled Board meeting or at a Special meeting convened for this purpose and vote on it.
XI.5 The Secretary shall keep a record of the proceeding of the Board and General Body meetings where an Amendment to the Articles or to the ByLaws is voted on and, if the Amendment passes, update the language of the Articles or the ByLaws as applicable. If the amendment is to the Articles, the Secretary shall also furnish a copy of the Amended Articles to the relevant authorities as required by applicable law and regulations.
Interim Board of Directors – BOD
Interim Advisory & Compliance Committee – ACC