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MARRCH Bylaws
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STATEMENT OF PURPOSE

MARRCH is a professional organization open to any person affiliated with or having concerns about issues relevant to chemical dependency resources for recovery and chemical health. The Association is the most broad-based Association in Minnesota and remains a vital political force.

MARRCH specifically encourages member participation at all levels and in all activities to increase awareness of the chemical dependency profession and to promote chemical health throughout Minnesota.

MARRCH objectives:

  1. To provide a media for the exchange of information.
  2. To represent its membership in the creation and implementation of public policy.
  3. To coordinate the interests and policies of various constituencies within the field of chemical use problems.
  4. To promote and support: a diverse continuum of care, education, prevention, education and training in the chemical health field.

BYLAWS of the MINNESOTA ASSOCIATION of RESOURCES for RECOVERY and CHEMICAL HEALTH

ARTICLE I - Mission and Purpose

Sec. 1 Mission. MARRCH is a broad-based vital political and professional force in Minnesota that specifically encourages member participation at all levels and in all activities to increase the awareness of the chemical dependency profession and to promote chemical health throughout Minnesota.
Sec. 2

Purpose.  The purpose of the Association shall be:

  1. to provide a forum for the exchange of information;
  2. to represent its membership in the creation and implementation of public policy;
  3. to coordinate the interests and policies of various constituencies within the field of chemical health; and
  4. to promote and supports a diverse continuum of care, education, prevention, education and training in the chemical health field.

ARTICLE II - Members

Sec. 1

Voting Members.  There shall be two (2) classes of Voting Members designated as Individual/Professional Members and Student/Retired Members.

  1. Individual/Professional Members shall be persons who are concerned about issues relating to chemical dependency resources for recovery and chemical health, including persons who are employed by and are actively engaged in the delivery of chemical health services in Minnesota.   
  2. Student/Retired Members shall be persons with an interest in chemical health services in Minnesota who can verify their respective status as a retiree or student in the chemical health field. 
Sec. 2

Agency Members. Agency Members shall be privately-owned organizations (including all branch locations) that are actively engaged in providing chemical health services in Minnesota. All employees of an Agency Member are deemed to be Individual/Professional Members. Persons who own or are employed by an organization that could apply to be an Agency Member, but which is not an Agency Member, are eligible to be Individual Members.

Sec. 3 Public Sector Members. Public Sector Members shall be public schools/colleges and other local, state or national governmental units (including all branch locations) that are actively engaged in providing or facilitating services promoting chemical health. All employees of a Public Sector Member are deemed to be Individual/Professional Members.
Sec. 4 Other Classes of Members. The Board of Governors may establish other classes of Members which shall not have the right to vote or to serve as a Governor or officer of the Association.
Sec. 5 Non-transferability of Memberships. A Member may not transfer a membership in the Association or a right arising from it.
Sec. 6 Membership Fees. The Board of Governors may determine from time to time the amount and method of collection of the annual membership fee payable to the Association. The Board of Governors may establish different membership fees for different Members or different classes of Members.
Sec. 7 Resignation. A Member may resign at any time. The resignation of a Member does not relieve the Member from any obligations the Member may have to the Association for membership fees, assessments, or charges for goods or services.
Sec. 8

Termination of Membership. Membership in the Association may be terminated as follows:

  1. Membership in the Association terminates sixty (60) days following written notice from the Association for nonpayment of the annual membership fee.
  2. The membership of a Member may be revoked or suspended by the Board of Governors, for any reason, provided that the Member is given:
    1. not less than fifteen (15) days’ prior written notice of the revocation or suspension, and the reasons for it; and
    2. an opportunity to be heard by the Board of Governors, orally or in writing, not less than five (5) days before the effective date of the revocation or suspension.
Sec. 9 Emblems of Membership. All emblems of membership in the Association or reproductions thereof, in any form whatsoever, shall remain at all times and for all purposes the exclusive property of the Association. A Member is hereby deemed to have agreed that in the event such Member’s membership is terminated, revoked or suspended, the Association shall be authorized to proceed in any appropriate manner to recover all such emblems, and to undertake appropriate action (including legal action) to prevent the former Member’s continued use of such emblem.
Sec. 10 Acceptances of Membership. A person or organization shall not be deemed to be a Member of the Association unless and until the person or organization has been accepted as a Member in accordance with policies and procedures established by the Board of Governors.

ARTICLE III - Meetings of Members

Sec. 1 Annual Meetings. The Board of Governors shall cause a meeting of the Voting Members to be held on an annual basis for the transaction of such business as may come before the meeting. The President and Treasurer shall also report at the annual meeting on the activities and financial condition of the Association. Such annual meeting shall be held on the date and at the time and at a place, within or without the State of Minnesota, fixed from time to time by the Board of Governors. If an annual meeting of Voting Members has not been held during the immediately preceding fifteen (15) months, at least fifty (50) Voting Members or five percent (5%) of the Voting Members, whichever is less, may also demand an annual meeting of Voting Members.
Sec. 2 Special Meetings. Special meetings of the Voting Members may be called for any purpose or purposes at any time, by: the President; the Board of Governors; or at least fifty (50) Voting Members or five percent (5%) of the Voting Members, whichever is less. Special meetings shall be held on the date and at the time and at a place, within or without the State of Minnesota, fixed by the President or the Board of Governors, except that a special meeting called by or at the demand of the Voting Members pursuant to Section 3.3 of these Bylaws shall be held in the county where the Association’s registered office is located. The business transacted at a special meeting shall be limited to the purposes stated in the notice of the meeting.
Sec. 3 Demand by Voting Members. The demand for an annual or a special meeting of Voting Members shall be given in writing to the President. Within thirty (30) days after receipt of the demand by the President, the Board of Governors shall cause a meeting of Voting Members to be called and held no later than ninety (90) days after receipt of the demand, all at the expense of the Association. If the Board of Governors fails to cause a meeting of the Voting Members to be called and held as required by this Section, the Voting Members making the demand may call the meeting by giving notice as required by Section 3.4 of these Bylaws, all at the expense of the Association.
Sec. 4

Notice. Notice of all meetings of Voting Members shall be given to every Voting Member, except where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of adjournment. The notice shall be given at least ten (10) days before the date of the meeting, and not more than ninety (90) days before the date of the meeting. The notice shall contain the date, time and place of the meeting, and any other information required by these Bylaws or applicable law. In the case of a special meeting, the notice shall contain a statement of the purposes of the meeting. The notice may also contain any other information deemed necessary or desirable by the Board of Governors, or by any other person or persons calling the meeting. Notices may be given by a form of electronic communication unless the Member has requested that notices be sent by United States mail. Electronic notice is deemed given:

  1. If by facsimile communication, when directed to a telephone number at which the Member has consented to receive notice;
  2. If by electronic mail, when directed to an electronic mail address at which the Member has consented to receive notice;
  3. If by a posting on an electronic network on which the Member has consented to receive notice, together with separate notice to the Member of the specific posting, upon the later of: (i) the posting; and (ii) the giving of the separate notice; and
  4. If by any other form of electronic communication by which the Member has consented to receive notice, when directed to the Member.

Notice sent by United States mail shall be deemed to be delivered when deposited in the United States mail addressed to the last known address of the Member, with postage thereon prepaid.  

A Voting Member may waive notice of a meeting of Voting Members.  A waiver of notice by a Voting Member shall be effective whether given before, at or after the meeting, and whether given in writing, orally or by attendance.  Attendance by a Voting Member at a meeting shall be a waiver of notice of that meeting, unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

Sec. 5 Quorum.  The presence of ten (10) of the Voting Members shall constitute a quorum for the transaction of business at any meeting of the Voting Members.  If a quorum is present when a duly called or held meeting is convened, the Voting Members present may continue to transact business until adjournment, even though the withdrawal of a number of Voting Members originally present leaves less than the proportion or number otherwise required for a quorum.
Sec. 6 Manner of Acting.  Except as otherwise required by law, the Members shall take action by the affirmative vote of a majority of the Voting Members present.  Proxy voting is not allowed.
Sec. 7 Voting Rights.  Each Voting Member shall have one (1) vote on each matter voted on by the Voting Members.
Sec. 8

Action by Written Ballot.  Any action that may be taken at an annual or special meeting of the Voting Members may be taken without a meeting by written ballot.  A ballot may be sent to a Voting Member electronically if the Association complies with the requirements for electronic notices as set forth in Section 3.4 above.  Each written ballot shall:

  1. Set forth each proposed action and indicate the proposed action has been approved by the Board of Governors or endorsed by one-third (1/3) of the Voting Members;
  2. Indicate the number of responses needed to meet the quorum requirements;
  3. State the percentage of ballots which would need to be cast in favor of a matter in order to approve each matter; and
  4. Specify the time by which a ballot must be received by the Association in order to be counted.

Approval by written ballot is valid only when the ballot provides an opportunity to vote for or against each proposed action and the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting of the Voting Members, and the number of ballots cast in favor of the action equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.  A written ballot may not be revoked.

Sec. 9

Remote Communications for Meetings

  1. To the extent determined by the Board, an annual or special meeting of Members may be held solely by one or more means of remote communication, if notice of the meeting is given to every Voting Member, and if the number of Voting Members participating in the meeting is sufficient to constitute a quorum at a meeting. Participation by a Voting Member by that means constitutes presence at the meeting in person if all the other requirements of these Bylaws and applicable law are met.
  2. To the extent determined by the Board, a Voting Member not
    physically present in person at an annual or special meeting of Members may, by means of remote communication, participate in a meeting of Members held at a designated place.  Participation by a Voting Member by that means constitutes presence at the meeting in person if all the other requirements of these Bylaws and applicable law are met.
  3. In any meeting of Members held solely by means of remote communication under subsection 3.9.1, or in any meeting of Members held at a
    designated place in which one or more Voting Members participate by means of remote communication under subsection 3.9.2,
    1. the Association shall implement reasonable measures to (a) verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a Voting Member; and
    2. provide each Voting Member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to (i) read or hear the proceedings of the meeting substantially concurrently with those proceedings; (ii) if allowed by the procedures governing the meeting, have the Member's remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and (iii) if otherwise entitled, vote on matters submitted to the Members.

ARTICLE IV - Board of Governors

Sec. 1

Board to Manage.  The business and affairs of the Association shall be managed by or under the direction of the Board of Governors.  The Board of Governors shall:

  1. Recommend and implement policies governing the affairs of the Association.
  2. Transact Association business in the interim between annual meetings of the Voting Members.
  3. Prepare and present at the annual meeting of the Voting Members a budget for the coming year.
  4. Provide for the maintenance of a central office, including but not limited to the proper care of material, equipment and funds of the Association, for the payment of legitimate expenses and to conduct a periodic review of all account books.
  5. Employ or contract with an Association Manager, define the duties and expected deliverables of said Manager and determine proper compensation for such work.
  6. Appoint standing as well as other necessary committees in addition to the committees created in these Bylaws.
  7. Determine the date, place and length of the annual meeting of the Voting Members, and provide for payment of the expenses related to it.
  8. Have authority to enter into such agreements and contracts as may be deemed necessary to implement the objectives of the Association.
  9. Take such actions as are indicated to represent the substantive policy as established by the Board.
Sec. 2

 Number, Qualifications, and Term

  1. The Board of Governors shall consist of fourteen (14) Governors.
    1. Thirteen (13) Regional Governors shall be elected from each of 13 geographic regions by the Voting Members whose principal place of employment is located in each of such regions. The Regional Governors shall represent the geographic region of his or her principal mailing address.
    2. One (1) Governor shall be appointed by the American Indian Advisory Council (AIAC) to represent Native American peoples of sovereign nations.
  2. Only Voting Members are eligible to serve as Governors.  Not more than two employees of any Agency Member or Public Sector Member shall serve on the Board of Governors at any one time.
  3. Governors shall serve for a term of two (2) years.  Regional Governors from odd-numbered regions shall be elected in odd-numbered years. Regional Governors from even-numbered regions shall be elected in even-numbered years.
Sec. 3

Nomination and Election of Regional Governors.   At least ninety (90) days prior to the next annual meeting of the Voting Members, a Nominating Committee shall be appointed by the Secretary for the purpose of soliciting the names of Voting Members to serve as Regional Governors of the Association.

  1. All Voting Members shall be informed of the names and addresses of the members of the Nominating Committee and invited to send recommendations to the Committee.
  2. The names of Voting Members nominated by the Nominating Committee shall be delivered to the Secretary along with:
    1. a brief biographical data on each nominee, and
    2. a statement from each nominee regarding his or her reasons for wanting to serve on the Board of Governors, and plans service.
  3. The Secretary shall cause the report of the Nominating Committee to be given to each Voting Member at least thirty (30) days prior to the annual meeting of the Voting Members.
  4. Additional nominations may be made by petitions signed by ten (10) Voting Members and received at the Association office not later than twenty (20) days prior to the annual meeting of the Voting Members.   A Voting Member may also “write-in” the name of one or more candidates for Governor. 
  5. The procedure for the election of Regional Governors will be as prescribed by the Board of Governors.
Sec. 4 Regular Meetings.  Regular meetings of the Board of Governors shall be held no less than four (4) times during the year, either within or without the State of Minnesota, at such times as may be prescribed by the Board of Governors.
Sec. 5

Special Meetings. Special meetings of the Board of Governors may be called by or at the request of the President or any two (2) Governors, provided that any such request shall specify the purpose or purposes for the meeting.  The President shall set the date for the special meeting within three (3) working days of making or receiving such a request.

Sec. 6

Notice.  Notice of any meeting of the Board of Governors shall be given to each Governor at least five (5) days prior to the date of the meeting. Notices may be given by a form of electronic communication unless the Governor has requested that notices be sent by United States mail.  Electronic notice is deemed given:

  1. If by facsimile communication, when directed to a telephone number at which the Governor has consented to receive notice;
  2. If by electronic mail, when directed to an electronic mail address at which the Governor has consented to receive notice;
  3. If by a posting on an electronic network on which the Governor has consented to receive notice, together with separate notice to the Governor of  the specific posting, upon the later of: (i) the posting; and (ii) the giving of the separate notice; and
  4. If by any other form of electronic communication by which the Governor has consented to receive notice, when directed to the Governor.

Notice sent by United States mail shall be deemed to be delivered when deposited in the United States mail addressed to the last known address of the Governor, with postage thereon prepaid.  The notice need not state the purpose of the meeting.

A Governor may waive notice of a meeting of the Board of Governors.  A waiver of notice by a Governor shall be effective whether given before, at or after the meeting, and whether given in writing, orally or by attendance.  Attendance by a Governor at a meeting shall be a waiver of notice of that meeting, except where the Governor 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 thereafter in the meeting.

Sec. 7

Quorum.  A majority (i.e. more than ½) of the Governors currently holding office shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority of the Governors present may adjourn a meeting from time to time until a quorum is present.  If a quorum is present when a duly called meeting is convened, the Governors present may continue to transact business until adjournment, even though the withdrawal of a number of Governors originally present leaves less than the number otherwise required for a quorum.

Sec. 8

Manner of Acting.  Except as otherwise required by law, the Board of Governors shall take action by the affirmative vote of a majority of Governors present at a duly held meeting.  Voting by proxy is not permitted.

Sec. 9

Presumption of Assent.  A Governor who is present at a meeting of the Board of Governors when an action is approved by the affirmative vote of a majority of the Governors present is presumed to have assented to the action approved, unless the Governor 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 thereafter in the meeting, votes against the action at the meeting or is prohibited from voting on the action due to a stated conflict of interest.

Sec. 10

Action Without a Meeting.  An action required or permitted to be taken at a meeting of the Board of Governors may be taken by written action signed by all of the Governors, and in the case of an action which need not be approved by the Voting Members, such action may be taken by written action signed by the number of Governors that would be required to take the same action at a meeting of the Board of Governors at which all Governors were present.  The written action shall be effective when signed by the required number of Governors, unless a different effective time is provided in the written action.

When written action is permitted to be taken by less than all Governors, all Governors shall be notified immediately of its text and effective date.  Failure to provide the notice shall not invalidate the written action.  A Governor who does not sign or consent to the written action shall have no liability for the action or actions taken thereby.

Sec. 11

Action by Electronic Communication.   

  1. Any meeting among Governors may be conducted solely by one or more means of remote communication through which all of the Governors may participate in the meeting, if the same notice is given of the meeting required by Section 4.6, and if the number of Governors participating in the meeting is sufficient to constitute a quorum at a meeting.  Participation in a meeting by that means constitutes presence at the meeting.
  2. A Governor may participate in a board meeting by means of conference telephone or, if authorized by the board, by such other means of remote communication, in each case through which that Governor, other
    Governors so participating, and all Governors physically present at the meeting may participate with each other during the meeting.  Participation in a meeting by that means constitutes presence at the meeting.
Sec. 12

Resignation.  A Governor may resign at any time by giving written notice to the Association.  The resignation shall be effective without acceptance when the notice is given to the Association, unless a later effective time is specified in the notice.  A Governor who has been elected as President-Elect of the Association shall be deemed to have submitted his or her resignation as a governor effective upon his or her assuming the office of President-Elect.  A Governor whose principal mailing address changes during the Governor’s term to a Region other than the Region which such Governor was elected to represent, may retain their board seat until their term is completed.

Sec. 13

Removal.  A Governor may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the remaining Governors provided that the Governor is given:

  1. Not less than fifteen (15) days’ prior written notice of the proposed removal, and the reasons for it; and
  2. An opportunity to be heard by the Board of Governors, orally or in writing, at the meeting of the Board of Governors at which such removal is to be considered.
Sec. 14

In the event a Regional Governor position becomes vacant before the end of that Governor’s term, the Board of Governors will recruit and appoint a Voting Member from that region to serve the remainder of the vacant term. In the event the AIAC-selected Governorship becomes vacant, the vacancy shall be filled by the American Indian Advisory Council.

Sec. 15

Compensation.  Governors shall not receive compensation for their services to the Association.


ARTICLE V - Committees and Sections

Sec. 1

Establishment of Committees and Sections.  There shall be Committees of the Board of Governors, Committees of the Association, Sections and Working Committees

Sec. 2

Board Committees. There shall be an Executive Committee, a Nominating Committee and such other standing or special committees of the Board as may be established from time to time by the Board of Governors. 

  1. The members of all Board Committees (other than the Executive Committee and the Nominating Committee) shall be appointed and may be removed by the President.  A member of a Board Committee shall be a Governor. 
  2. Meetings of a Board Committee may be called, from time to time, upon request of the President, the chair of the committee or any two committee members.  Notice requests shall be the same as for special meetings of the Board of Governors.
  3. The Executive Committee shall be comprised of the President, President-Elect, Past-President, Vice President, Secretary and Treasurer.  The Association Manager shall be an ex-officio, non-voting, member of the Executive Committee.  
    1. The Executive Committee shall have responsibility for and supervision of the affairs of the Association between meetings of the Board of Governors.
    2. The Executive Committee is subject to the orders and directions of the Board of Governors, and shall not take any action which conflicts with any actions or directions of the Board.
    3. The Executive Committee shall meet on the first Friday of every other month alternating with the bi-monthly meeting of the Board of Governors.
    4. Three (3) members of the Executive Committee shall constitute a quorum for the transaction of business.
    5. The Executive Committee may take action by e-mail, telephone or facsimile provided that a majority of the Executive Committee approves the action taken.
     
  4. The Nominating Committee shall recommend to the Voting Members the names of candidates to serve as Regional Governors.
  5. Minutes of any Board Committee meetings shall be made available upon request to members of the committee and to any member of the Board of Governors.
Sec. 3

Association Committees.   The Association shall establish a Public Policy Committee, a Membership/Fellowship Committee, an Ethics Committee, a Communication/ Public Relations Committee, a Training and Education Committee, and such other Association Committees as may represent various Association interests.

  1. The Board of Governors is obligated to the best of its ability to maintain the operation of the above designated Committees.
  2. The functions of the Association Committees shall coincide with the Association’s Bylaws, objectives, current strategic Plan and annual budget.
  3. Not less than thirty (30) days prior to each Annual Meeting of the Voting Members, each Association Committee shall evaluate its current programs and develop outcome measures, budget, action steps to be approved by the Board of Governors at the annual strategic planning retreat.
Sec. 4 Sections.  Sections are voluntary committees to promote an interest area.  A new Section may be established on request of ten (10) or more members of a special interest group with the approval of the Board of Governors. The Association is not obligated to provide financial or other support to a Section. The Board of Governors may close a Section if, in the Board’s opinion, the Section does not have enough support to function.
Sec. 5 Working Committees.  The Board of Governors may establish such Working Committees as necessary to carry out the annual strategic plan business of the Association and make appointments of Governors and Association Members thereto. Working Committees will cease to exist at the completion of assigned work or at the pleasure of the Board of Governors.
Sec. 6 Guidelines.  The Board of Governors will establish guidelines for all Committees and Sections.

ARTICLE VI - Officers

Sec. 1 Defined.  The officers of the Association shall include a President, President-Elect, Past-President, Vice President, Secretary and Treasurer.
Sec. 2 Qualifications for Office.  Any member of the Board of Governors shall be eligible to serve as an officer of the Association. 
Sec. 3 Nomination and Appointment of Officers.  The officers shall be elected by the Board of Governors.
Sec. 4 Term of Office.  The President shall serve for a term of two (2) years.  All other officers shall serve for a term of one (1) year, subject to the following:  The term of the Past-President shall immediately follow his or her term as President, and the term of the President-Elect shall immediately precede his or her term as President.  
Sec. 5

Duties.  The duties of the officers of the Association shall be:

  1. The President shall preside at all meetings of the Board of Governors and of all meetings of the Voting Members. He or she shall be an ex-officio member of all committees, except the Nominations Committee.
  2. The Vice President shall perform such duties as are assigned him or her by virtue of the office. If a vacancy shall occur in the office of President, and a President-Elect has not been elected, the Vice President shall automatically assume the duties and responsibilities of the President until such time as a new President is elected and installed. The Vice President will assume the duty of communication link between the Board of Governors and all Association Committees.
  3. The Secretary shall be responsible for keeping the minutes of meetings of the Association and of the Board of Governors, the election process of the Board of Governors and such records of official correspondence and transactions as may be necessary to the office.
  4. The Treasurer shall review the budget, provide for the periodic review and present a financial report at the annual meeting of the Voting Members. With the Association Manager, he or she is responsible for the receipt of funds and payment of Association expenses.
  5. The Past President shall be responsible for supporting the transition of the President and act at the President’s behest.
  6. The President-Elect shall be responsible for the development and implementation of the strategic plan.  If a vacancy shall occur in the office of President, the President-Elect shall automatically assume the office of President without any further act or deed of the Board of Governors. 
Sec. 6

Compensation.  Officers shall not receive compensation for their services to the Association.

Sec. 7

Resignation.  An officer may resign at any time by giving written notice to the Association.  The resignation shall be effective without acceptance when the notice is given to the Association, unless a later effective date is specified in the notice. 

Sec. 8

Removal.  An officer may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the Governors.

Sec. 9

Vacancy.  Except as otherwise provided in Section 5.5, a vacancy in any office because of death, resignation, removal, shall, be filled by the Board of Governors.


ARTICLE VII - Standard of Care and Conflicts of Interest

Sec. 1 Standard of Care.  It is the responsibility of each Governor and officer of the Association to discharge his or her duties in good faith, in a manner the person reasonably believes to be in the best interests of the Association, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Sec. 2

Conflicts of Interest.  The following conflicts of interest provisions shall apply to this Association.

  1. A proposed contract or transaction between this Association and any Interested Person, or between this Association and any Organization in which an Interested Person serves as a member of the governing board, or as an officer or legal representative or has a Material Financial Interest, may not be entered into until and unless:
    1. the material facts as to the contract or transaction and as to the interest of an Interested Person are fully disclosed or known to the Board of Governors or a committee, as the case may be; and
    2. a majority of the Board of Governors or such committee in good faith authorizes and approves the contract or transaction, but the Interested Person shall not be counted in determining the presence of a quorum and shall not vote.
  2. For purposes of this Article VII, the following terms shall have the meanings indicated:
    1. “Interested Persons” means and includes members of the Board and officers.
    2. “Organization” means a nonprofit or business association, partnership, joint venture, association, trust, estate, enterprise, or other legal or commercial entity, including a governmental unit.
    3. An Interested Person has a “Material Financial Interest” in an Organization in which the Interested Person, or the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters, of the Interested Person have a material financial interest.
Sec. 3 Ratification.  If a Governor discovers that he or she (or another Interested Person) has entered into a contract or transaction with the Association without the authorization and approval of the Board of Governors (or a committee designated by the Board), the Governor shall immediately disclose the material facts regarding the contract or transaction to the Board of Governors (or a committee designated by the Board).  Thereupon the Board of Governors (or committee) shall review the contract or transaction to determine whether the contract or transaction should be ratified, but only to the extent permitted by law.

ARTICLE VIII - Indemnification

To the full extent permitted by the Minnesota Nonprofit Association Act, as amended from time to time, or by other applicable provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of the Association), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, Governor or officer of the Association, or he or she is or was serving at the specific request of the Board of Governors of the Association as a Governor, officer, employee or agent of another association, partnership, joint venture, trust or other enterprise, shall be indemnified by the Association by the affirmative vote of a majority of the Governors present at a duly held meeting of the Board of Governors for which notice stating such purpose has been given against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a Governor, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other Association, partnership, joint venture, trust or other enterprise.  The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws.

ARTICLE IX - Amendment of Bylaws

Sec. 1

Procedure.  Proposed amendments of these Bylaws must be approved by a majority vote of the Board of Governors, after which such proposed amendments shall be submitted to the Voting Membership for consideration.

Sec. 2

Ballots for Bylaws Changes

  1. At the direction of the Board of Governors, the Association Manager shall deliver to every Voting Member of the Association a ballot in conformity with the requirements of Section 3.8 containing:
    1. Proposed bylaw(s) changes, and
    2. A date ten (10) days after receipt of the ballot by which it must be returned to the Association as the Member’s vote on the position.
  2. No further amendments to proposed amendments may be made while the proposed amendments are being considered by mail ballot.
  3. The affirmative approval of two-thirds (2/3) of the ballots cast shall be required to adopt a proposed amendment.

ARTICLE X - Dissolution

The Association shall use its funds only to accomplish the objectives and purposes for which it was formed and granted tax exemption.  No part of said funds shall inure, or be distributed, to the members of the Association.  On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, education, scientific or philanthropic organizations to be selected by the Board of Governors.

ARTICLE XI - Rules of Order

The rules contained in the current edition of ROBERT’S RULES OF ORDER shall govern the conduct of meetings of the Association in all cases to which they are applicable and in which they are not consistent with these Amended and Restated Bylaws and any special rules the Association may adopt.

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