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AMENDED BY-LAWS OF THE MINNESOTA AMERICAN INDIAN BAR ASSOCIATION
ARTICLE I NAME
The name of the organization is The Minnesota American Indian Bar Association, (hereinafter M.A.I.B.A.).
ARTICLE II OFFICES
The principal office of the corporation in the State of Minnesota shall be located in the City of Minneapolis, County of Hennepin. The corporation may have such other offices as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
The corporation shall have and continuously maintain in the State of Minnesota a registered office, and a registered agent whole office is identical with such registered office, as required by the Minnesota Nonprofit Corporation Act. The registered office may, but need not be, identical with the principal office in the State of Minnesota, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE III MEMBERS
Section 1. Classes of Members. The corporation shall have four (4) classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
(a) Regular Members and Qualifications.
Each class of regular members shall consist of all persons who are enrolled members of any Indian tribe or band or persons who are recognized by their Indian community of residence or origin as being an Indian and who have been admitted to any State bar association and are in good standing. Regular members shall pay dues and shall be eligible to vote and hold office or directorship in the M.A.I.B.A., and shall have all other rights, privileges, and duties attendant to membership in the M.A.I.B.A.
(b) Associate Members and Qualifications.
Each member of the class of Associate members shall be an enrolled member of any Indian tribe or band, or person who is recognized by his or her Indian community of residence or origin as being Indian, and who is a law student or is a law school graduate not admitted to the bar, or who has regular assignments or duties as advocates, prosecutors, or judicial officers in tribal courts. An Associate member shall pay dues, but shall not vote, hold office or serve as a director of M.A.I.B.A., except as provided in Article V, section 2. Associate members shall have all other rights, privileges, and duties attendant to membership in M.A.I.B.A. [Amended 9-26-98.]
(c) Special Members and Qualifications. Each member of the class of Special members shall be those members not eligible for regular or associate membership who are members in good standing in any State bar association, are law school graduates not admitted to the bar, or are law students and are interested in the law directly relating to Indians. Special members shall pay dues as provided in Article XI, section 1, but shall not vote, hold office or serve as a director in the M.A.I.B.A. Special members shall have all other rights, privileges and duties attendant to membership in the M.A.I.B.A. [Amended 9-26-98.]
(d) Honorary Members and Qualifications.
Honorary members may from time to time be selected by the Board of Directors in a manner provided by the members of the Board of Directors. Honorary members shall not pay dues, vote, hold office or serve as a director in the M.A.I.B.A.
Section 2. Election of Members. Persons desiring membership in The Minnesota American Indian Bar Association shall submit an application for membership to the Board of Directors.
Section 3. Termination of Membership. (a) The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may terminate or suspend a member for cause after an appropriate hearing and opportunity to be heard afforded to the member; or [Amended 9-26-98.]
(b) the regular members, by a majority vote of the regular members then present at a regular or special meeting of the M.A.LB.A., may terminate or suspend a member for cause after an appropriate hearing and opportunity to be heard afforded to the member, or may terminate or suspend a member who becomes ineligible for the membership category which they occupied; and [Amended 9-26-98.]
(c) if any previous member of the M.A.I.B.A., of whatever category, has not renewed their membership by making timely payment of any arrears and/or the appropriate dues for the coming membership year as provided in Article XI, section 1, for a period encompassing two consecutive annual meetings of the M.A.I.B.A. as convened according to Article IV, section 1, then the Secretary for the M.A.I.B.A. is empowered to summarily terminate the membership of such individual. [Amended 9-26-98.]
Section 4. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 5. Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
ARTICLE IV MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be held in the month of September in each year, beginning with the year 1992, at a time to be designated by the first Board of Directors for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the President or the Board of Directors.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Minnesota, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or for any special meeting be otherwise called the place of meeting shall be the registered office of the corporation in the State of Minnesota; but if all of the members shall meet at any time and place, either within or without the State of Minnesota, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than five (5) nor more than fifty days before the day of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at her/his address as it appears on the records of the corporation, with postage thereon prepaid.
Section 5. Quorum. The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
ARTICLE V BOARD OF DIRECTORS
Section 1. General Powers. (a) The Board of Directors shall manage, control and administer the business and affairs of the M.A.I.B.A., and shall determine its policies, all subject to and in accordance with the Articles and By-Laws; [Amended 5-30-98.]
(b) All expenditures and appropriation of funds of the M.A.I.B.A. in excess of $500.00 shall be made by resolution of the Board of Directors upon a majority vote. Regular and routine expenditures of less than $500.00 incurred in the regular course of the M.A.I.B.A. business may be made by the Treasurer in the discharge of her/his duties, and special expenditures of $500.00 or less may be made pursuant to resolution of the Executive Committee; [Amended 5-30-98.]
(c) The Board of Directors shall audit at least bi-annually, the accounts of the Treasurer, including all bank balances; and [Amended 9-26-98.]
(d) (i) The Board of Directors may establish such committees for such purposes and length of time as the Board of Directors deems necessary in order to conduct the business of the corporation. In establishing such committees, the Board of Directors will specify the scope of authority and areas of responsibility to be assigned to such committees; [Amended 9-26-98.]
(ii) Any member of the M.A.I.B.A., regardless of membership class, may volunteer to serve upon any of the committees established by the Board of Directors, and every member of a particular committee, regardless of M.A.I.B.A. membership class, may vote on matters raised within the committee for which they volunteer. Each committee established by the Board of Directors shall have a chairperson chosen by the Board of Directors from among those members of M.A.I.B.A., regardless of membership class, who have volunteered to serve on a particular committee. Once chosen, the chairperson of any committee may be removed in the best interests of M.A.I.B.A. pursuant to a 2/3 vote of the members of the Board of Directors then present at regular or special meeting; [Amended 9-26-98.]
(iii) Committees shall conduct their work consistent with the purpose and responsibility of the committee as has been defined by the Board of Directors. Unless specifically authorized by the Board of Directors, no committee may in pursuit of its assigned tasks take any final action on behalf of the M.A.I.B.A., but the committee must report back with a final recommendation for action to the Board of Directors who will then consider the recommendation and take what ever action the Board of Directors deems appropriate. [Amended 9-26-98.]
Section 2. Number, Tenure and Qualifications. The number of Directors shall be eleven (11). Ten Directors shall be elected from and by the regular membership. The terms of office for the first directors is two (2) years, commencing September 1991, except that five directors shall be subject to re-election in September, 1992. One director shall be elected each year from and by the Associate membership. No person shall serve as a director of the corporation unless she or he is of good moral character.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
Section 4. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at her/his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with hostage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice be given by facsimile machine, such notice shall be deemed to be delivered when transmitted by the facsimile machine. Any director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum are present at said meeting, a majority of the Directors then present may adjourn the meeting. If a quorum of directors is present, then unless specified otherwise in these by-laws or otherwise required by law, a majority vote of those individuals present and eligible to vote shall be sufficient to transact business. 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 some of the directors originally present when a quorum was established may leave less than the proportion or number of directors otherwise required for a quorum. [Amended 5-30-98.]
Section 6. Manner of Acting. The act of a majority of the Directors and any officer as specified in section 10 below then present at a meeting at which a quorum of Directors existed as specified in section 5 above shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws. [Amended 5-30-98.]
Section 7. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of her/his predecessor in office.
Section 8. Compensation. Directors as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.
Section 9. Indemnification of Directors and Officers. Each director and officer of the corporation now or hereafter serving as such, shall be indemnified by the corporation against any and all claims and liabilities to which she/he has become subject by reason of serving or having served as such director or officer, by reason of any action alleged to have been taken, omitted or neglected by her/him as such director or officer; and the corporation shall reimburse each such person for all legal expenses reasonably incurred by her/him in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with any claim or liability arising out of her/his own misconduct or gross negligence.
The amount paid to any officer or director by way of indemnification shall not exceed her/his actual, reasonable and necessary expenses incurred in connection with the matter and such additional amount as may be fixed by a committee of not less than two (2) nor more than five (5) persons selected by the board of directors, who shall not be officers or directors of the corporation and any determination so made shall be prima facie evidence of the reasonableness of the amount fixed or binding on the indemnified officer or director.
The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any director or officer of the corporation may otherwise be entitled by law.
Section 10. Officers. If any of the officers of the corporation (president, vice-president, secretary of treasurer) who have been duly elected by the members at the corporation’s annual meeting, but said officer has not also been elected by the members to serve on the Board of Directors, that officer shall be permitted to participate fully and exercise all the same rights and privileges during regular or special meetings as members elected to the Board of Directors. However, the presence or absence at a regular or special meeting of such an officer, as described herein, shall not be considered in determining whether a quorum is present as more fully specified in section 5 above. [Amended 5-30-98.]
ARTICLE VI OFFICERS
Section 1. Officers. The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer. No two offices may be held by the same person. However, an officer may also be elected to one of the seats on the Board of directors, but such election to the Board is not a requirement for election as an officer of the corporation. [Amended 5-30-98.]
Section 2. Election and Term of Office. The Officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until the successor shall have been duly elected and shall have qualified.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Removal of any officer elected or appointed shall require an affirmative vote of seven (7) members of the Board of Directors.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. She/He shall preside at all meetings of the members and the Board of Directors. She/He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general she/he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-President. In the absence of the President or in the event of her/his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the Restrictions upon the President. The Vice-President shall perform such other duties as from time to time-may be assigned to him or her by the President or by the Bond of Directors.
Section 8. Secretary/Treasurer. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of corporate records of the corporation; keep a register of the post-office address of each member which shall be furnished to the Secretary; and other such ad-hoc duties as may from time to specified by resolution of the Board of Directors. [Amended 5-30-98.]
Section 9. Treasurer. The Treasurer shall have charge and custody of and be responsible for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these by-laws; and in general perform all the duties incident to the office of Secretary/Treasurer, as well as other such ad-hoc duties as may from time to time be specified by resolution of the Board of Directors. The Treasurer shall not be required to obtain and give a surety bond for the faithful discharge of said duties unless required by a duly enacted resolution of the Board of Directors.
ARTICLE VII EXECUTIVE COMMITTEE
Executive Committee. The general executive committee for the corporation and the Board of Directors shall be comprised of the president, vice-president, secretary and treasurer, as well as any other individuals as the Board of Directors may from time to time direct by resolution. The president shall act as chair of the executive committee; in the absence of the president, the vice-president shall act as chair of the executive committee. The executive committee is empowered to act so long as at least three of the four officers identified herein (president, vice-president, secretary or treasurer) are then present. The officers specified herein shall serve on the executive committee for that period of time commensurate with their terms of service for the officer position to which they have been elected. Other members of the executive committee as may be directed by resolution of the Board of Directors shall serve at the pleasure of the Board. Unless otherwise specifically limited by resolution of the Board of Directors, the executive committee shall possess all necessary and incidental powers and authority to conduct the immediate oversight and management of the affairs of the corporation on a day to day basis during the interim periods between regular or special meetings of the members and/or the Board of Directors. However, the executive committee may not under any circumstances authorize the expenditure of corporation funds or assets in excess of $500.00 without first obtaining prior approval by way of resolution from the Board of Directors. [Amended 9-26-98.]
ARTICLE VIII CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc.. All checks, drafts or orders for the payment of money notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE IX BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall 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 shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or her/his agent or attorney, for any proper purpose at any reasonable time.
The Board of Directors shall present at each annual meeting, a full, true, and clear report of the business of the corporation for the period reported on, and its condition as of the date of the report. Each such report shall disclose in detail the financial condition of the corporation, the income and expenses of the corporation for the period of the report. Such financial information may be given by means of balance sheets prepared from and in accordance with the books of the account of the corporation.
ARTICLE X FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XI DUES
Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of annual dues payable to the corporation by members of each class. Effective for the years commencing with and following the corporation’s 1999 annual meeting as provided in Article IV, section 1, annual membership dues for individual Regular Members shall be $35.00; annual membership dues for individual Special Members admitted to the bar shall be $35.00; annual dues for individual Associate Members, and Special Members not admitted to any bar shall be $15.00; and Indian Law Student Organizations may pay an annual group rate of $35.00. In individual cases of demonstrated financial hardship, the annual fee amounts set forth above may be reduced or waived upon a case by case basis by the Board of Directors. [Amended 9-26-98.]
Section 2. Payment of Dues. Dues shall be payable in advance on the first day of September in each fiscal year.
Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues lot a period of three (3) months from the beginning of the fiscal year or period for which such dues become payable, he /his membership may thereupon be terminated by the Board of Directors in the manner provided in Article II of these by-laws.
ARTICLE XII AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the voting members at a regular or special meeting of those members eligible to vote.
ARTICLE XIV
Where ever a gender reference may be made anywhere throughout these by-laws, such reference shall in all cases be construed so as to include both the masculine and feminine. [Amended 9-26-98.]