The registered office of the corporation shall be at Oronoco, Olmsted County, Minnesota. The corporation may have offices in such other places, as the Board of Directors from time-to-time shall determine.
A. The Board of Directors, in its discretion, may classify members and establish qualifications for each such class of members. The Board shall consist of not more than two non-Indian members and the rest will be regular members. Irrespective of any such classification, however, each member of the corporation shall have only one vote. All persons interested in the purposes and objectives of the corporation will be encouraged to become members and there shall be no restrictions as to race, color, creed, age, or sex. Voting members will consist of all regular paid up members of age sixteen or older.
A1. If the number of regular Board Members drops below a point where Officer and Board positions cannot be filled according to A (above), those positions can be filled with non-Indian persons for a term of one year. And until the next annual election; when an interested and qualified Indian can be duly elected by the members.
B. Memberships shall be renewed annually and the Board of Directors may establish the membership fees. A lifetime membership may also be established by the Board.
C. An annual meeting of the members of the corporation shall be held each calendar year. The exact date, place, and time of said meeting shall be determined by the Board of Directors of the corporation and reasonable notice thereof shall be given to all members.
D. A special meeting of the members may be called for any purpose at any time by the Chairperson or the Board of Directors or any two or more regular members. A member entitled to call a special meeting may make a written request to the Chairperson, Vice-Chairperson, or Secretary to call the meeting. Such Officer shall give notice of the meeting to be held within thirty days after receiving the request.
E. Notice means a written notification of a membership meeting:
(1) Stating the time, place, and in the case of a special meeting; the purpose
(2) Properly addresses according to the last available corporate records
(3) Sent or delivered by a duly authorized person to each member entitled to vote at the meeting, and
(4) Delivered or mailed not less than two days or more than ten days before the membership meeting.
A member may make a written waiver of notice before, at, or after a meeting. The waiver shall be filled with the person who has been designated to act as secretary of the meeting.
F. Members’ meetings may be held at any place designated by the Board of Directors.
G. A quorum for a meeting of the members shall be 25 members or 15% of the corporation’s active membership, whichever is smaller.
H. Voting shall be in person or by proxy, and each Board Member and/or regular member shall have one vote. There shall be no cumulative voting.
A. Except for the period prior to the first annual meeting, and for the filling of a vacancy until the next annual meeting, the members shall elect the directors and shall limit the initial terms of the particular directors so that the terms of five of the directors shall expire at the next annual meeting. Except for such initial limitation and for the filling of vacancies, directors shall serve for terms of two years, and, in all cases, until their successors are elected and qualified. There shall be no limitations as to the number of terms a director may serve.
B. An annual meeting of the directors of the corporation shall be held immediately following the annual meeting of the members and shall be a the place where such members’ meeting was held, or at such other time and place as may be fixed by the written consent of all the directors.
C. Regular meetings of the directors shall be held from time-to-time and at such time and place as may be fixed by resolution adopted by a majority of all directors.
D. A special meeting of the directors shall be held at such time and place as may be designated in the notice of waiver of notice of the meeting. A special meeting of directors may be called by the Chairperson or by the Vice-Chairperson, or Secretary, or by two directors. At least twenty-four hours notice of the special meeting shall be given by the Secretary to each director personally or by mail or other reasonable means. A director may make a written waiver of notice before, at, or after a meeting. The waiver shall be filed with the person who has been designated to act as the secretary of the meeting.
E. A quorum of the directors for a meeting shall be a simple majority of all directors.
F. Any vacancy in the number of directors, as fixed by the membership, shall be filled by the majority of the remaining directors, though less than a quorum, and the directors as selected shall then serve until the next annual meeting of the members, at which time the members shall fill said vacancy for the remainder of the term.
G. Any director may be removed, with cause, by affirmative vote of two-thirds of the remaining directors. Any director may also be removed by the method prescribed by the Minnesota Non-Profit Corporation Act.
The Board of Directors may elect members as Advisory Directors to serve at the pleasure of the board. Advisory Directors shall not have any voting rights on the board but may attend meetings of the directors, and shall be notified of the regular meetings and sent reports.
A. The officers of the corporation shall be elected by the Board of Directors or the members at large. And shall consist of a Chairperson, one or more Vice-Chairpersons, a Secretary, and a treasurer, and any such other officers, who need not be members of said board, as the Board of Directors from time-to-time may select.
B. All officers or their representative must attend 75% of all meetings or their position may be filled by their successor or by the special election by the balance of the board members. This person will complete the term of the previous officer.
C. The Chairperson shall be chief executive officer of the corporation and shall preside at all meetings of the members and of the directors.
D. The Vice-Chairperson shall, in the absence of or disability of the Chairperson, succeed to his or her powers and duties.
E. The Secretary shall be Secretary of and shall attend all meetings of the members and of the Board of Directors. He/she shall record the proceedings of each such meeting in the minute book of the corporation. He/she shall give notice of meetings. If there is a seal, he/she shall keep the seal of the corporation and affix it to any instrument requiring it and shall attest the seal by his/her signature.
F. The Treasurer shall keep accurate accounts of all money of the corporation received or disbursed. He/she shall deposit all items in the name of the corporation to the credit of the corporation in such banks and depositories as the directors shall designate. He/she shall have the power to endorse for deposit all checks and drafts received by the corporation. He/she shall have supervision of the disbursement of funds of the corporation and the taking of proper vouchers therefore. He/she shall render to the members, directors, and officers, an accounting of all transactions and financial conditions of the corporation at each meeting. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the corporation, that reports of such transactions be presented regularly and promptly to the Board of Directors and that all accounts payable are presented promptly for authorization of payment.
G. If there is an Assistant Secretary or an Assistant Treasurer of the corporation, such officer, in the absence or disability of the Secretary or Treasurer, as the case may be, shall succeed to his/her powers.
H. In addition to the foregoing, all officers of the corporation shall have the duties that customarily devolve upon their respective offices and such other duties as the directors may prescribe.
I. Officers and employees of the corporation shall give such bonds to it, conditioned upon the faithful performance of their duties, as the directors may require.
J. Any elected officer may be removed with due cause by affirmative vote of 2/3 of the remaining officers. Any officer may also be removed by the method prescribed by the Minnesota Non-Profit Corporation Act.