AAM Bylaws 2007
Adopted 11/16/2004
ARTICLE I. PURPOSE
The association has been organized to operate exclusively for charitable (not for profit) purposes, including but not limited to the following:
The organization shall be legally named The American Association of Microbusinesses (AAM) and will be referred to in its documents, promotion, and other representations as The American Association of Microbusinesses (AAM).
The American Association of Microbusinesses (AAM) is a resource and association for Microbusinesses and Homebased businesses.
The American Association of Microbusinesses (AAM) works to actively promote the visibility of Microbusinesses and homebased businesses as a vital part of the local community and economy of the neighborhood, city, and state, and nation.
The American Association of Microbusinesses (AAM) gathers opinions and information on issues relevant to Microbusinesses and homebased business operation, and interacts with other businesses, business associations, government agencies and the broader community to communicate the needs of homebased businesses and advocate on their behalf.
The American Association of Microbusinesses (AAM) helps Microbusinesses and homebased businesses gain access to information, education, and services, through regular meetings, events, mailings and other benefits of membership.
The American Association of Microbusinesses (AAM) is committed to a policy of fair representation on the board of directors and in its membership and activities, which does not discriminate on the basis of race, physical disability, sex, color, religion, sexual orientation, age or political affiliation.
ARTICLE II. LOCATION
The principal office of the association, at which the general business of the association will be transacted and where the records of the association will be kept, will be at such place in Minneapolis, state of Minnesota, as may be fixed from time to time by the board of directors. Unless otherwise fixed, it will be at the office of the Marcy-Holmes Neighborhood Association.
ARTICLE III. MEMBERS
Section 1. The qualifications for membership will require that the member subscribes to the purpose of the organization stated in Article 1. The Board of Director’s may adopt and offer membership categories as needed.
Section 2. Persons may become members by: submitting their membership application and dues to the President or his/her designee, either by mail, in person, or online. Members will be ineligible for any benefits of membership should their membership lapse or their membership dues be in arrears at any time. The President or his/her designee will review all applications for membership in a timely matter, and may make determinations regarding membership status, based on the criteria in Article III, Section 1 of the AAM bylaws. The Board of Directors will adjudicate all membership disputes.
Section 3. Each membership will, regardless of the date of application, be valid for twelve months from the date of receipt of the membership application. Should there be any change in membership status, it will take effect immediately, and be reported to the President or his/her designee. All dues collected for membership are non-refundable.
Section 4: The duties of the membership of this association will include payment of dues to maintain membership in good standing. Each member has one vote. Actions are adopted by a majority of the members present and entitled to vote (assuming a quorum is present). Membership will also include the avoidance of any intentional act or demeanor which could cause harm to the association. Membership dues shall be set on a periodic basis by Board of Directors.
Section 5: An annual meeting of the members will be held in May of each year. Special meetings of the members may be called by a majority of the Board of Birectors or by 10% of the association's voting membership in good standing.
To call a special meeting, the names and signatures of the necessary number of members in good standing, or of the necessary number of officers, may be submitted to the President or his/her designee, who must call the meeting for no later than one month from the date of submission of the necessary number of names and signatures.
Section 6: The quorum of a membership meeting will be one third of the voting membership in good standing.
Section 7: Notice of meetings of the membership must be sent to each member and must be mailed at least ten business days prior to the day such a meeting will be held.
Section 8: Membership meetings will be chaired by the President of the Board of Directors, or his / her designee.
Section 9: Decisions of the voting membership may be sought by the Board and such votes may be cast in writing and recorded as valid by electronic device — by facsimile (fax) or by electronic mail (e-mail). Members may not vote by proxy at any meeting of members.
ARTICLE IV. BOARD OF DIRECTORS
Section 1: The number of members of the Board of Directors of this association as elected from within the voting membership in good standing will be not less than seven or more than thirteen and at least three (3) of those members residing in or operating a business within the state of Minnesota.
Section 2: Directors will be representative of membership, be members in good standing themselves and will share the mission and goals of the association.
Section 3. Election of new Directors or election of current Directors to a second or subsequent term will occur as an item of business at the annual meeting of the association. Directors will be elected by a majority vote of the voting membership who are present and entitled to vote.
Section 4. The term of each Director of the association will be one year. No Director will serve more than five consecutive terms in the association such as it is constituted.
Section 5: When a Director dies, resigns, or is removed, or if there is a vacancy, the Board may elect a Director to serve for the duration of the unexpired term. Should this cause the Board of Directors to fall under seven in number, a special membership meeting will be called to hold an election for any vacant seat.
Section 6. Any Director may be removed with or without cause by an affirmative vote of two thirds (2/3rds) of Directors present at an official meeting of the Board. Any Director may be removed from the Board of Directors upon missing three (3) consecutive Board meetings without prior notice that they will be absent. Notice of the proposed removal will be given to members with the notice of the meeting. The Director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.
Section 7: No compensation will be paid to any member of the Board of Directors for services as a member of the board. By resolution of the Board, reasonable expenses may be allowed for attendance at regular and special meetings of the Board. By resolution of the board, reasonable expenses incurred by a member(s) on behalf of the association such as postage, copying, the purchase of necessary event items, etc., will be reimbursed to said member(s) by the Treasurer or his/her designee.
Section 8. The Board shall recruit and the Board of Directors may appoint an Executive Council (Advisory Board) who will serve as advisors and supporters of the association; persons whose advice, assistance and support may be deemed helpful in determining policies, formulating programs, implementing initiatives, and for carrying out the purposes and functions of the association. The Executive Council membership shall consist of at least three members and shall not exceed nine members. Executive Council members shall be appointed for a two year term commencing on the day of official appointment. Executive Council members may be reappointed by the Board of Directors. Executive Council members shall be either members in good standing of the association or association partners or alliances.
Section 9. Staff may be hired or dismissed by the Board of Directors. The board shall set the level of compensation and general duties; the President or his/her designee may modify or assign duties within that scope as appropriate.
ARTICLE V. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. A meeting of the Board of Directors will be held within one month following the annual meeting of the general membership for the purpose of electing Officers. In addition to its annual meeting, the Board of Directors will hold regular meetings at least six times each calendar year at such place as may be designated in the notice of the meeting.
Section 2. Special meetings of the Board of Directors may be called at any time by the President of the association or in his/her absence by the Vice-President or upon receipt of a request therefore written by three or more Directors and recorded as valid by electronic device — by facsimile (fax) or by electronic mail (e-mail).
Section 3. Notice of regular, special, and annual meetings will be mailed at least ten business days prior to the day such meeting is to be held.
Section 4: At all meetings of the Board of Directors, each Director present will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the membership of the Board of Directors will constitute a quorum at any meeting.
Section 5. At a meeting at which there is a quorum present, a simple majority affirmative vote of the Directors present is required to pass a motion before the Board. Decisions between meetings of the board may be sought by the President and / or Vice-President and such votes may be cast in writing and recorded as valid by electronic device — by facsimile (fax) or by electronic mail (e-mail).
Section 6. Proxy voting will not be permitted.
Section 7. Robert's Rules of Order Newly Revised will be the authority for all questions of procedure at any meetings of the association.
ARTICLE VI. OFFICERS
Section 1. The Officers of this association will be a President, Vice-President, Treasurer, and such other Officers with duties as the Board prescribes.
Section 2. The Officers of the association will be elected annually by the members of the Board of Directors at its annual meeting and as necessary. Each Officer will serve a one-year term.
Section 3. Any Officer may be removed with or without cause by an affirmative vote of two thirds (2/3rds) of Directors present at an official meeting of the Board. Any Officer may be removed from the Board of Directors upon missing three (3) consecutive board meetings without prior notice that they will be absent. The matter of removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been given to each Board member and to the Officer affected at least fifteen business days previously.
Section 4. A vacancy in any office may be filled by a majority vote of the Board of Directors for the unexpired portion of the term.
Section 5. The President will be the Chief Executive Officer of the association. It will be the duty of the President or a designate to preside at all meetings of the Board of Directors and to have general supervision of the affairs of the association. He or she will execute on behalf of the association all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of the association.
Section 6. It will be the duty of the Vice-President to act in the absence or disability of the President and to perform such other duties as may be assigned to him or her by the President or the Board. In the absence of the President, the execution by the Vice-President on behalf of the association of any instrument will have the same force and effect as if it were executed on behalf of the association by the President.
Section 7. The Treasurer or his/her designee will have general charge of the finances of the association. When necessary and proper, he/she will endorse on behalf of the association all checks, drafts, notes, and other obligations and evidences of the payment of money to the association or coming into his/her possession; and he/she will deposit the same, together with all other funds of the association coming into his/her possession, in such bank or banks as may be selected by the Board of Directors. He/she will keep full and accurate account of all receipts and disbursements of the association in books belonging to the association, which will be open at all times to the inspection of the Board of Directors. He/she will present to the Board of Directors at its annual meeting his or her report as Treasurer of the association and will from time to time make such other reports to the Board of Directors as it may require.
Section 8. Any Officer of the association, in addition to the powers conferred upon him or her by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by said Board.
Section 9. The Board of Directors may appoint such Officers, agents, and staff as it may deem advisable and appropriate, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined by the Board of Directors.
The Board of Directors is also authorized to employ such person or persons, including an Executive Director, Associate Director or Officers, attorneys, agents, contractors, and assistants, as in its judgment are necessary or desirable for the administration and management of the association, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons. Said person or persons shall hold the title, authority, responsibilities, discretion, representation of the association, and other duties and charges as determined by the Board of Directors.
ARTICLE VII. COMMITTEES
Section 1. The Board of Directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair or co-chairs and one or more committee members.
Committee members may be members of the Board of Directors, members of the association, or other interested individuals. The convener of the committee will be appointed by the President or his/her designee. The chair(s) of committees are appointed from the membership of the committee. The studies, findings, and recommendations of all committees will be reported to the Board of Directors for consideration and action, except as otherwise ordered by the Board of Directors.
Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these bylaws, the articles of association, incorporation or state law.
ARTICLE VIII. MISCELLANEOUS
Section 1. The association will have the power to indemnify and hold harmless any Director, Officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a Director, Officer, or employee (except in cases involving willful misconduct). The association will have the power to purchase or procure insurance for such purposes.
Section 2. The Board of Directors may authorize any Officer or Officers, agent or agents of the association, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the association. Such authority may be general or confined to specific instances.
Section 3. All checks, drafts, and other orders for payment of funds will be signed by such Officers or such other persons as the Board of Directors may from time to time designate.
Section 4. The association will keep correct and complete books and records of account and will also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors; and it will keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the association may be inspected by any member or his or her agent or attorney for any proper purpose at any reasonable time.
Section 5. The fiscal year of the association will be through April 30th of the calendar year.
Section 6. Members of the Board of Directors are prohibited from voting on any matter which directly affects their own financial interest, any family members direct financial interest or the direct financial interest of any organization which the Board member or any of their family members may be a paid Board member, paid Officer, or employee.
This policy shall apply to all real or apparent conflicts of interest; should there be any uncertainty regarding the conflict of interest, it shall be considered a conflict unless and until a determination is made to the contrary. Board members must declare their interest for the record. This policy should not be construed, however, as prohibiting the organization from doing business with individual members.
ARTICLE IX. AMENDMENTS
The voting membership may amend these bylaws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least 10 business days, any number of amendments or an entire revision of the bylaws may be submitted and voted upon at a single meeting of the membership and will be adopted by a majority of the members present and entitled to vote (assuming a quorum is present.) A quorum of a membership meeting will be one third of the voting membership in good standing. The proposed amendments, if available, will be published in advance of the date of the voting for consideration by the membership.
ARTICLE X. DISSOLUTION
Upon the dissolution of the association and after the payment or the provision for payment of all the liabilities of the association, the Board of Directors will dispose of all of the assets of the association exclusively for the purposes of the association or to organizations that are then qualified as tax-exempt organizations under section 501(c)(3) of the Internal Revenue code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the association is located. |
