Bylaws for the Minnesota Commercial Association of Real Estate

 

BYLAWS
OF
MINNESOTA COMMERCIAL ASSOCIATION OF REAL ESTATE

 As amended December 13, 2012

 

 

ARTICLE I

Offices

 

Section 1.  Registered Office.  The registered office of Minnesota Commercial Association of Real Estate (the “Association”) in the State of Minnesota shall be as stated in the Articles of Incorporation of the Association (the “Articles”), or such other place within the State as the Board of Directors may designate from time to time.

Section 2.  Principal Office. The principal office of the Association shall be at such place in the State of Minnesota as the Board of Directors shall designate from time to time.  The business of the Association shall be transacted from the principal office, and the records of the Association shall be kept there.

Section 3.  Other Offices.  The Association may have such other offices within and without the State of Minnesota as the Board of Directors may determine.

 

ARTICLE II

Members

 

Section 1.  Classes of Members. There shall be three classes of members (collectively, the “Members”) with eligibility requirements as follows:

(a)  Licensed Members.  Licensed Members shall be individuals who, as sole proprietors, partners, corporate officers, branch office managers, employees, or independent contractors of a real estate firm are engaged actively in the commercial real estate profession, including buying, selling, exchanging, renting or leasing, managing, appraising for others for compensation, counseling, or financing, building, or developing or subdividing real estate, and who maintain or are associated with an established real estate office in the state of Minnesota or a state contiguous thereto.  All persons who are partners in a partnership, or all officers in a corporation who are actively engaged in the commercial real estate profession within the state of Minnesota or a state contiguous thereto shall be eligible for Licensed Membership.  

(b)  Affiliate Members.  Affiliate Members shall be individuals whose interest requires them to keep informed concerning real estate and who are in sympathy with the objectives of the Association; or real estate licensees engaged exclusively in a specialty other than the brokerage of real property.

(c)  Community and Economic Development Affiliate Members.  Community and Economic Development Affiliate Members shall be individuals who, while not engaged in the real estate profession as defined in paragraph (a) of this Section, are recognized as being community and/or economic development professionals who are engaged in the attraction, retention, or expansion of the economic base of the region, and have interests requiring information concerning commercial real estate data.  These individuals are not engaged in the sale, lease, exchange, or brokerage of real property.

(d)  New Classes of Members.  New classes of Members may be added as determined by the Board of Directors from time to time.

 

Section 2.  Membership Benefits and Privileges.

(a)  Licensed Members.  Licensed Members in good standing whose financial obligations to the Association are paid in full shall be eligible to vote on matters submitted to the Members, to hold elective office in the Association, shall have the primary responsibility to safeguard and promote the standards, interests, and welfare of the Association and the real estate profession, and shall be subject to such obligations as prescribed  by the Board of Directors and communicated to the Members from time to time.

(b)  Affiliate Members.  Affiliate Members shall not be eligible to vote on any Association matters, and shall have such benefits and privileges, and be subject to such obligations, as prescribed by the Board of Directors and communicated to the Members from time to time.

(c)  Community and Economic Development Affiliate Members.  Community and Economic Development Affiliate Members shall not be eligible to vote on any Association matters, and shall have such benefits and privileges, and be subject to such obligations, as prescribed by the Board of Directors and communicated to the Members from time to time.

 

Section 3.  ApplicationAn application for membership shall be made in such manner and in such form as may be prescribed by the Board of Directors and made available to anyone requesting it.  The applicant shall, with the form of application, have access to a copy of these Bylaws and any rules and regulations then in effect and applicable to the Members.

 

Section 4.  Additional Application Requirements for Licensed MembersAs part of the membership application, an applicant for Licensed Membership who is a sole proprietor, partner, corporate officer, branch office manager, employee, or independent contractor of a real estate firm shall supply evidence satisfactory to the Association that he/she is actively engaged in the real estate profession, and maintains a current, valid real estate broker’s or salesperson’s license or is licensed or certified by an appropriate state regulatory agency to engage in the appraisal of real property, has a place of business within the state or a state contiguous thereto, and shall agree that if elected to membership, he/she will abide by these Bylaws and such rules and regulations for Licensed Members as shall be prescribed by the Board of Directors and communicated to the Licensed Members from time to time.

 

Section 5.  Election of Members. The procedure for election to membership shall be as follows:

(a) Applicants for membership shall be granted provisional membership immediately upon submission of a completed application form and remittance of applicable Association dues and the application fee in an amount established by the Board of Directors. Provisional members shall be treated as full members of the applicable membership category and shall be subject to all the privileges and obligations of such membership category. Provisional membership is granted subject to subsequent review of the application by the Board of Directors.  If the Board of Directors determines that the individual does not meet all of the qualifications for membership as established in these Bylaws, or, if the individual does not satisfy all of the obligations of membership (for example, completion of a mandatory orientation program) within six months from the Association’s receipt of the individual’s application, membership may, at the discretion of the Board of Directors, be terminated.

(b) Dues shall be computed from the date of application and shall be non-refundable unless the Association’s Board of Directors terminates the individual’s membership in accordance with subsection (a) above. In such instances, any application fee and dues shall be returned to the individual less a prorated amount to cover the number of days that the individual received Association services.

 

Section 6.  New Member Orientation.  All newly admitted members shall complete an orientation program regarding the Association and the benefits and obligations of membership in the Association.  Failure to satisfy this requirement within six months of the date that provisional membership is granted will result in termination of provisional membership.

 

Section 7.  Standard of ConductMembers of the Association shall abide by these Bylaws and the Association’s Code of Ethics as amended from time to time by the Board of Directors.  The Code of Ethics includes the duty to mediate and/or arbitrate controversies arising out of real estate transactions using the Association’s approved procedures set forth in the Code of Ethics or other documents ancillary thereto. 

 

Section 8.  Procedure for Addressing Alleged Violations of Code of EthicsAn allegation from the public or another Member that a Member has violated the Code of Ethics will be evaluated by the Board of Directors and if found to be credible, will be heard by a hearing panel appointed by the Board of Directors and composed of disinterested Members of the Association.  Such hearing panel will have authority to determine the form and conduct of the hearing, whether by oral or written testimony, and at the conclusion of the hearing may recommend that no disciplinary action be taken or, if a Code of Ethics violation is found, that the Member be disciplined by censure, a fine, and/or suspension or expulsion from Membership in the Association.  Within a reasonable time after the conclusion of the hearing, the hearing panel will submit its written recommendation, together with the reasons for the recommendation, to the Board of Directors for approval.  The Board of Directors may accept or modify the recommendation of the hearing panel, and will promptly notify the affected Member of the decision.

 

Section 9.  Dues and AssessmentsThe annual dues for Licensed Members, Affiliate Members, and Community and Economic Development Affiliate Members shall be such amount as established annually by the Board of Directors.  Dues for all Members shall be payable on the date established by the Board of Directors with appropriate notice.  Dues shall be computed from the date of application and granting of provisional membership and shall be prorated for the remainder of the year.

 

Section 10.  Nonpayment of Financial ObligationsNotice of delinquency in payment of dues, fees, assessments, or other financial obligations to the Association shall be provided in writing to the delinquent Member, setting forth the amount owed and the due date.  If dues, fees, or other assessments due to the Association are not paid within one (l) month after the due date, the nonpaying Member is subject to suspension at the discretion of the Board of Directors.  Two (2) months after the due date, membership of the nonpaying Member may be terminated at the discretion of the Board of Directors. Three (3) months after the due date, membership of the nonpaying Member shall automatically terminate unless within that time the amount due is paid.  However, no action shall be taken to suspend or terminate a Member for nonpayment of disputed amounts until the accuracy of the amount owed has been confirmed by the Board of Directors.  A former Member who has had his/her membership terminated for nonpayment of dues, fees, or other assessments duly levied in accordance with the provisions of these Bylaws or the provisions of other rules and regulations of the Association may apply for reinstatement in a manner prescribed for new applicants for membership, after making payment in full of all accounts due as of the date of termination.

 

Section 11.  Resignation of MembersA Member may resign as such at any time by tendering such resignation in writing to the Board of Directors of the Association.  Such resignation shall be effective when executed by such Member but shall not relieve the Member from any outstanding financial obligations to the Association.

 

 

ARTICLE III

Meetings of Members

 

Section 1.  Annual Action.  The Licensed Members of the Association shall elect the Directors whose terms are expiring each year either though written action or ballot, or at the annual meeting on such date and at such time and place as may be designated by the Board of Directors in the notice of meeting.  


 

Section 2.  Meetings.  Meetings of the Licensed Members, for any purpose or purposes appropriate for action by Licensed Members, may be called by the President, by two or more members of the Board of Directors, or by 50 or more Licensed Members of the Association (or 10% of Licensed Members, whichever is less).  A person or persons entitled to call a meeting of the Members may make a written request to the Secretary to call the meeting.  The Secretary shall give written notice of the meeting in the manner provided below, and the meeting shall be held within thirty (30) days but not less than fourteen (14) days after receipt of the request to call a special meeting.  If the Secretary fails to give notice of the meeting within three (3) days from the day on which the request was received by the Secretary, the person or persons who requested the meeting may fix the time and place of meeting, and give notice thereof.


 

Section 3.  Notice of Meetings.  Except where a meeting of all Members is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of Members stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given to each Member of record entitled to vote at such meeting not less than fourteen (14) nor more than sixty (60) days prior to the date of such meeting.

Said notice shall include proposed agenda items, but the failure to include an agenda item in the notice shall not prevent action from being taken with respect to such item.

Notice shall be delivered personally, sent by facsimile communication to a telephone number at which the Member has consented to receive notice, sent by electronic mail to an electronic mail address at which the Member has consented to receive notice, posted on an electronic network on which the Member has consented to receive notice together with a separate notice to the Member of the specific posting, mailed, first class postage prepaid or by such other means as the Secretary deems fair and reasonable under the circumstances.  Notice is effective when given.

Any Member may waive notice of any meeting of Members.  Waiver of notice shall be effective whether given before, at, or after the meeting and whether given orally, in writing, or by attendance.  Attendance by a Member at a meeting is a waiver of notice of that meeting, except where the Member 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, 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 that item at the meeting.

 

Section 4.  Quorum.  The number of Licensed Members present in person or by proxy shall constitute a quorum at a meeting of Members for the purpose of taking any action other than adjourning such meeting.  If a quorum of Members is not represented at a meeting, the Members present shall constitute a quorum for the sole purpose of adjourning such meeting, and the majority of the Members so present may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment.  Any business that might have been transacted at the adjourned meeting if a quorum had been present, may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented. 


 

Section 5.  Voting. Each Licensed Member is entitled to one vote.  The Members shall take action by the affirmative vote of a majority of Licensed Members present in person or by proxy and entitled to vote on the action at a duly held meeting of the Members, or by written ballot as provided in Section 6, below, except where a different vote is required by law, the Articles, or these Bylaws.  Proxy voting is permitted and shall be conducted in accordance with Minnesota Statutes 317A.453 or its successor statute.


 

Section 6.  Action by Written Ballot.  An action that may be taken at a regular or special meeting of Members may also be taken without a meeting if the Association mails or delivers to every Licensed Member a written ballot describing the proposed actions and providing an opportunity to vote for or against each proposed action.  Solicitations under this Section shall indicate the number of responses necessary to meet quorum requirements, the percentage of approvals necessary to approve each action and the time by which the ballot must be received by the Association to be counted.  Approval under this section is valid only if the number of ballots received equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting of which the total number of votes cast was the same as the number of votes cast by ballot.  Written ballots may be delivered personally, sent by facsimile communication, sent by electronic mail, posted on an electronic network together with a separate notice to the Licensed Member of the specific posting, or mailed, first class postage prepaid.

 

 

ARTICLE IV

Board of Directors

 

Section 1.  General Powers. The business and affairs of the Association shall be managed by or under the direction of a Board of Directors.  In addition to the powers conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all powers of the Association and perform all acts which are not prohibited to it by law, by the Articles or by these Bylaws, all as may be amended.

 

Section 2.  Number.  The Board of Directors of the Association shall be composed of not less than three (3) nor more than seventeen (17) members, including ex officio Directors, as determined from time to time by the Board of Directors of the Association.  No decrease in the number of Directors pursuant to this section shall effect the removal of any Director then in office.

 

Section 3.  Qualifications.  Directors may only be natural persons and a majority of Directors must be adults.  Each Director shall demonstrate his or her willingness to accept responsibility for governance and his or her availability to participate actively in governance activities.  Directors shall be selected to bring a variety of interests and expertise to the Association.  The President, President-Elect, and Past President of the Minnesota Commercial Property Exchange, Inc., each shall be an ex officio voting member of the Board of Directors.  No vacancy in the office of any ex officio Director shall render any Board action void or voidable.

 

Section 4.  Term of OfficeExcept for ex officio Directors, the Directors shall be elected to three (3) year terms in accordance with the procedures in Section 5 of this Article (the “Elected Directors”). The Elected Directors shall be divided into three (3) groups, based on the length of the term to be served by such Elected Directors, so that the terms of office of approximately one-third of the Elected Directors shall expire each year.  An Elected Director’s term shall expire at the annual meeting of Directors held in the year in which the Elected Director’s group must stand for reelection.  Each Elected Director shall serve until the expiration of his or her term of office, and thereafter until a successor has been elected and qualified, or until the earlier death, resignation, removal or disqualification of the Elected Director. The initial term of Group I Directors shall expire December 31, 2010; the initial term of Group II Directors shall expire December 31, 2011; and the initial term of Group III Directors shall expire December 31, 2012.  Following expiration of the initial term of each group, the successor Elected Directors of each group shall thereafter be elected by the Board of Directors for a term of three (3)  years.

 

Section 5. Election of Directors. The President, with the approval of the Board of Directors, shall appoint a Nominating Committee.  It shall be the duty of the Nominating Committee to nominate a slate of candidates sufficient to fill the vacancies to be caused by the expiration of the terms of the members of the class of Elected Directors that must stand for election each year, and at least one candidate for each vacancy on the Board of Directors caused by any reason other than the expiration of such term.

(a)    No incumbent shall be eligible to succeed him/herself for election as a Director.

(b)    Licensed Members shall be mailed or e-mailed the report of the Nominating Committee prior to the annual election of Directors.  Additional nominations may be made by petition of not less than fifty (50) Licensed Members of the Association.  Such petitions must be received at the Association no later than fifteen (15) days after the Nominating Committee report is distributed.  Any nomination so made shall be added to the list of nominees published in alphabetical order to be voted upon by Licensed Members of the Association.

(c)    A ballot bearing the names of Association members nominated, either by the Nominating Committee or by petition, shall be delivered to Licensed Members in good standing in accordance with Article III, Section 6 of these Bylaws.  A ballot delivered electronically to the Licensed Members under this paragraph shall be deemed delivered when directed to an e-mail address at which such member has consented to receive communications from the Association.  A ballot delivered by a Licensed Member to the Association by e-mail is valid only if delivered to the principal place of business of the Association, or to an officer or agent of the Association authorized by the Association to receive the communication; and only if the communication sets forth information from which the Association can reasonably conclude that the communication was sent by the purported sender.

(d)    An organizational meeting for the following year consisting of the Board of Directors, and the newly elected Directors will be held in conjunction with the meeting of the Board of Directors.  At that meeting the Directors shall elect a President, President-elect, Secretary and Treasurer to serve a one year term and who will take office at the first meeting of the next year.

 

Section 5.  Vacancy.  If the office of any Elected Director becomes vacant for any reason, the Board of Directors may choose a successor by the election of a Director by the remaining Directors of the Association, or the Board of Directors may leave such position vacant so long as the number of Directors does not fall below the minimum number of Directors set forth in Section 2 of this Article.  A Director elected to fill a vacancy shall hold office until the next election of members of the class of Elected Directors which contains the vacancy.

 

Section 6.  Removal of Directors.  An Elected Director of the Association may be removed, at any time, with or without cause, upon the affirmative vote of a majority of all Directors of the Association then in office, excluding the Director proposed for removal.  An ex officio Director may be removed with or without cause by the unanimous affirmative vote of all Directors of the Association then in office, excluding the Director proposed for removal.

 

Section 7.  Resignation.  Any Director may resign at any time by giving written notice of such resignation to the Secretary of the Association.  Such resignation shall be effective upon delivery, unless a later date is specified in the notice.

 

Section 8.  Compensation.  Directors shall not receive compensation from the Association for services as a Director.  Notwithstanding the foregoing, Directors shall be entitled to reasonable compensation for services rendered to the Association in any other capacity, provided that all appropriate disclosures are made and the Association’s conflict of interest policy is followed.  No part of the compensation of an employee of the Association who also is a Director of the Association shall be compensation for services as a Director.  The Association shall be entitled to purchase officers’ and Directors’ liability insurance without obtaining reimbursement of all or any part of the premium without violating these Bylaws.

 

Section 9.  Confidentiality.  From time to time, confidentiality at meetings of the Board of Directors of the Association may be vital to promoting free and candid discussions, deliberations, records and other information generated in connection with the activities of the Board.  The Chair of the Board, President, or the Association’s legal counsel may designate certain agenda items or topics as confidential.  Members of the Board of Directors shall make no disclosure with regard to these confidential items or topics except as authorized by the Chair of the Board, President, or by the Association’s legal counsel.  For all other agenda items or topics, Directors shall exercise prudent judgment with regard to whether the information should be disclosed to others.

 

 

ARTICLE V

Meetings of the Board of Directors

 

Section 1.  Place and Time of Meetings.  The Board of Directors may hold its regular and special meetings at such places, within or without this state, as determined by the President of the Association or his or her designee unless the Board of Directors determines otherwise.  The Board of Directors may determine that one or more meetings of the Board of Directors shall be held solely by means of remote communication pursuant to Section 9 below.  Such authorization may be general or confined to specific instances.

 

Section 2.  Regular Meetings.  The Board of Directors shall hold regular meetings as the President, or his or her designee, shall determine.  At each regular meeting, the Board of Directors shall conduct such business as may properly come before the meeting.  A Director’s absence from three regular meetings within the same calendar year without an excuse deemed valid by the Board of Directors shall be construed as a resignation.

 

Section 3.  Special Meetings.  Special meetings of the Board of Directors may be called by: (a) the President, or (b) upon written request of any two (2) or more Directors of the Association.  A person entitled to call a special meeting of the Board of Directors may make a written request to the Secretary to call the meeting. The Secretary shall give written notice of the meeting in the manner provided below, and the meeting shall be held between three (3) and fourteen (14) days after receipt of the request to call a special meeting.  If the Secretary fails to give notice of the meeting within three (3) days from the day on which the request was received by the Secretary, the person or persons who requested the special meeting may fix the time and place of meeting, and give notice thereof. 

 

Section 4.  Notice of Meeting.  Not less than five (5) days’ written notice of a regular meeting and three (3) days’ written notice of a special meeting of the Board of Directors, excluding the day of the meeting, shall be given to all Directors.  No notice of any meeting, regular or special, need state the purpose of the meeting except as may be specifically required by these Bylaws or otherwise required by law.  Notice of a meeting at which an amendment to the Articles of the Association will be proposed must contain the substance of the proposed amendment.

Notice shall be delivered personally, sent by facsimile communication, sent by electronic mail, posted on an electronic network together with a separate notice to the Director of the specific posting, mailed, first class, postage prepaid, or such other methods as are fair and reasonable as determined in the sole discretion of the Secretary of the Association.  Whenever written notice to Directors provides less than five (5) days’ prior written notice of the meeting, excluding the date of the meeting, reasonable effort shall be made to notify Directors by telephone of the meeting at the time of giving written notice, but the failure to contact any Director(s) by telephone shall not affect the validity of the meeting or any action taken at such meeting.

Notwithstanding the foregoing, no written notice of any meeting of the Board of Directors is required if the date, time and place of the meeting was announced at a previous meeting of the Board.  Any Director may waive notice of any meeting of the Board of Directors in writing before, at or after a meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless he or she 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.  The waiver shall be filed with the person who has been designated to act as secretary of the meeting, who shall enter the waiver upon the records of the meeting.

 

Section 5.  Quorum and Voting.  The presence of one-third (1/3) of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time.  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.  Participation in a meeting by remote communication pursuant to Section 9 below constitutes presence at a meeting.  At any meeting of the Board of Directors, except as otherwise provided in the Articles or these Bylaws, each Director present at the meeting shall be entitled to cast one (1) vote on any question coming before the meeting.  Except as otherwise provided in these Bylaws, a majority vote of the Directors present at any meeting, shall be sufficient to transact any business.  Proxy voting shall not be permitted.

 

Section 6.  Rules of Procedure.  The Board of Directors may adopt or establish rules of procedure for conducting meetings provided such rules are not inconsistent with the Articles, these Bylaws or Minnesota law.  In the absence of Board action the Chair of the Board may establish rules of procedure for conducting meetings provided such rules are not inconsistent with the Articles, these Bylaws or Minnesota law.

 

Section 7.  Action without Meeting.  An action required or permitted to be taken at a Board Meeting may be taken by written action signed by the number of Directors that would be required to take the same action at a meeting of the Board of Directors at which all Directors were present.  If any written action is taken by less than all of the Directors entitled to vote, all Directors entitled to vote shall be notified immediately of its text and effective date.  The failure to provide such notice, however, shall not invalidate such written action.  A Director who has not signed or consented to the written action has no liability for the action or actions taken thereby.  A written action is effective when it is signed by all of the Directors required to take the action unless a different effective time is provided in the written action.  For purposes of this Section, an electronic signature satisfies the requirement of a signature so long as the electronic communication containing the electronic signature sets forth sufficient information from which the Association can reasonably conclude that the communication was actually sent by the purported sender.

 

Section 8.  Remote Communications for Board Meetings.  One or more Directors may participate in a meeting of the Board of Directors by means of a conference telephone or, if authorized by the Board of Directors, by another means of remote communication, in each case through which that Director, other Directors so participating, and all Directors present at the meeting may participate with each other during the meeting.  Alternatively, if authorized by the Board of Directors, any meeting among Directors may be conducted solely by one or more means of remote communication through which all of the Directors may participate in the meeting.  For these purposes, “remote communication” means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.

 

Section 9.  Meetings are ClosedAll meetings of the Board of Directors are presumed closed to individuals who are not members of the Board of Directors.  The Chair of the Board or the Board may waive this requirement at or prior to a meeting attended by individuals who are not members of the Board of Directors.  Individuals who are not members of the Board of Directors may be invited by the Chair of the Board or by the Board by resolution to a meeting of the Board.  However, the Chair of the Board and the Board reserves the right to call a closed session at any time during a meeting at which individuals who are not members of the Board of Directors are present.

 

 

ARTICLE VI

Officers

 

Section 1.  NumberThe Association shall have the following officers:  (a) a President; (b) a President-Elect; (c) a Secretary; (d) a Treasurer; (e) an Immediate Past President; and (f) an Executive Officer.  Officers must be natural persons that the Board of Directors elects or appoints. Subject to these Bylaws, the Board of Directors may also elect or appoint one or more additional officers or assistant officers as it may deem convenient or necessary.  Except as provided in these Bylaws, the Board of Directors shall fix the powers and duties of all officers.

 

Section 2.  Election and Term of OfficeAll officers of the Association except the Executive Officer shall be elected annually by the Board of Directors.  Officers of the Association shall hold office at the discretion of the Board of Directors and, except for the Executive Officer, shall be Directors of the Association.  An officer shall hold office until his or her successor shall have been elected or until his or her prior death, resignation or removal from office as hereinafter provided.  An individual may hold more than one office of the Association at the same time except for the office of Executive Officer.

 

Section 3.  Removal and VacanciesAny officer appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Directors present.  Any vacancy in an office of the Association shall be filled by action of the Board of Directors.

 

Section 4.  PresidentThe President shall preside or appoint a designee to preside at meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

 

Section 5.  President-ElectIn the absence or incapacity of the President, the President-Elect shall exercise the duties of the President.

 

Section 6.  SecretaryThe Secretary shall be responsible for ensuring that all actions and the minutes of all proceedings of the Board of Directors are recorded in a book to be kept for that purpose, and shall be responsible for all documents and records of the Association, except those connected with the office of the Treasurer.  The Secretary shall give or cause to be given any required notice of meetings of the Board of Directors, and shall deliver or cause to be delivered to all Directors by no later than the next regular meeting of the Board of Directors copies of all said actions and minutes of said proceedings, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

Section 7.  TreasurerUnless provided otherwise by a resolution adopted by the Board of Directors, the Treasurer shall, in consultation with the Executive Officer:  ensure accurate financial records for the Association are kept; ensure that all moneys, drafts, and checks in the name of and to the credit of the Association are deposited in such banks and depositories as the Board of Directors shall designate from time to time; ensure that all notes, checks, and drafts received by the Association as ordered by the Board of Directors, are endorsed for deposit, making proper vouchers therefore; oversee the disbursement of corporate funds and checks and drafts in the name of the Association as ordered by the Board of Directors; render to the Board of Directors, whenever requested, an account of all such officer’s transactions as Treasurer and of the financial condition of the Association; and perform such other duties as may be prescribed by the Executive Officer or the Board of Directors from time to time.  The Board of Directors may delegate the responsibilities of the Treasurer to one or more employees of the Association.

 

Section 8.  Immediate Past PresidentThe Immediate Past President shall have such duties as assigned to him or her from time to time.

 

Section 9.  Executive OfficerUnless provided otherwise by a resolution adopted by the Board of Directors, the Executive Officer shall have general active management of the business of the Association, shall see that all orders and resolutions of the Board of Directors are carried into effect, shall sign and deliver in the name of the Association any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Association, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles, these Bylaws, or the Board of Directors to some other officer or agent of the Association, may maintain records of and certify proceedings of the Board of Directors, shall have supervision of Association staff, shall supervise the maintenance of all membership records and accounts of all membership dues, fees, assessments and the collection thereof, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

 

ARTICLE VII

Committees

 

Section 1.  Committees.  The Board of Directors may establish one or more committees as may be specified in resolutions approved by the affirmative vote of a majority of the Directors in office.  Such committees shall have the authority of the Board of Directors in the management of the business of the Association to the extent provided in resolutions approved by a majority of the Directors currently holding office.  Such committees, however, shall at all times be subject to the direction and control of the Board of Directors.  Committee members must be natural persons.

 

Section 2.  Ex Officio Member.  The Executive Officer, or representative appointed by the Executive Officer, shall be an ex officio member, without voting rights, of each committee of the Association. 

 

Section 3.  Committee Procedures.  The provisions of these Bylaws shall apply to committees and members thereof to the same extent they apply to the Board of Directors and Directors, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions and valid acts.  Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. 

 

Section 4.  Executive CommitteeThe Executive Committee shall be a standing committee for so long as the number of Directors on the Board of Directors of the Association is greater than seven (7).  During such times, the Executive Committee of the Board of Directors shall include the President, President-Elect, Immediate Past President, Secretary, and Treasurer of the Association, the President, President-Elect, and Past President of the Minnesota Commercial Property Exchange, Inc., and such other persons, if any, elected by the Board of Directors by resolution.  A majority of members of the Executive Committee shall be Directors.  The Executive Committee shall act only during intervals between meetings of the Board of Directors and shall at all times be subject to the control and direction of the Board of Directors.  During such intervals and subject to such control and direction, the Executive Committee shall have and may exercise all of the authority and powers of the Board of Directors in the management of the affairs of the Association, subject to such limitations as the Board of Directors may impose.  The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

 

Section 5.  Nominating CommitteeThe President, with the approval of the Board of Directors, shall appoint a Nominating Committee consisting of at least three (3) members.  The presence of two (2) members or one-third (1/3) of the members of the Nominating Committee, whichever is greater, shall constitute a quorum for the transaction of business at any meeting of the Nominating Committee.  The Nominating Committee shall establish and maintain a process that ensures that the Board of Directors of the Association and its committees are comprised of individuals who are capable of overseeing the Association’s progress toward its mission and discharging the Board’s and the Association's responsibilities to its members, employees and community.  The Nominating Committee shall nominate to the Board of Directors of the Association a candidate or candidates for election to the Board of Directors to fill an expiring term, vacancy or newly created Directorship which position is to be filled by the Board of Directors.

 

 

ARTICLE VIII

Fiscal Matters

 

Section 1.  Accounting Year.  The accounting year of the Association shall be the calendar year.

 

Section 2.  Contracts.  The Board of Directors may authorize such officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be either general or confined to specific instances.  Contracts and other instruments entered into in the ordinary course of business may be executed by the Executive Officer or, in the absence of the Executive Officer or pursuant to a delegation by the Executive Officer, by such officer designated to act in the place of or in the absence of the Executive Officer, without specific Board of Directors authorization.

 

Section 3.  Loans.  No loans shall be contracted on behalf of the Association, and no evidence of indebtedness other than checks, drafts or other orders for payment of money issued in the ordinary course of business shall be issued in its name unless authorized by the Board of Directors of the Association.  Such authorization and approval may be general or confined to specific instances.

 

Section 4.  Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined by resolution of the Board of Directors or by the Executive Officer or Treasurer upon delegation by the Board of Directors.

 

Section 5.  Deposits.  All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors or the Executive Officer or Treasurer upon delegation by the Board of Directors may select.

 

Section 6.  Maintenance of Records; Audit.  The Association shall keep at its registered office correct and complete copies of its Articles and Bylaws, accounting records, voting agreements, and minutes of meetings of the Board of Directors, and committees having any of the authority of the Board of Directors for the last six (6) years.  All such other records shall be open to inspection upon the demand of any member of the Board of Directors of the Association.  The Board of Directors shall cause the books and records of account of the Association to be audited by certified public accountants, to be selected by the Board of Directors, at such times as it may deem necessary or appropriate.

 

Section 7.  Corporate Seal.  The Association shall have no corporate seal.

 

 

ARTICLE IX

Indemnification

 

The Association shall indemnify its officers, Directors, committee members, and employees against judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees, and disbursements incurred by such persons in connection with a proceeding in which they are or are threatened to be made a party by reason of their action on behalf of the Association.  In order to avail himself or herself of this indemnification provision, however, a person must:  (1) not already be indemnified by another organization in connection to the same proceeding and the same acts or omissions; (2) have acted in good faith with respect to the acts or omissions complained of; (3) have received no improper personal benefit; (4) in the case of a criminal proceeding, have had no reasonable cause to believe his or her conduct was unlawful; (5) in the case of a civil proceeding, have reasonably believed that he or she was acting in the best interests of the Association.  Indemnification of an individual under this Section shall not exceed the limits of the Association’s insurance available at the time indemnification is paid.  This Article shall be considered an express limitation on indemnification under Minnesota Statutes Section 317A.521, as it may be amended or revised.

 

 

ARTICLE X

Director Conflict of Interest

 

The Executive Officer shall develop, for Board of Directors’ approval, a conflict of interest policy that shall apply to all Directors, officers, and committee members.  Such policy shall require Directors, officers, and committee members to annually acknowledge reviewing the conflicts of interest policy.

 

 

ARTICLE XI 

Amendments

 

The Association’s Articles of Incorporation and these Bylaws may be altered, amended or restated by the Board of Directors to omit or include any provision which could be lawfully omitted or included at the time of such amendment.  Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or these Bylaws, may be voted upon at a meeting of the Board of Directors or by action in writing where due notice of the proposed amendment has been given and shall be adopted upon the affirmative vote of a majority of Directors who are present at the meeting and entitled to vote on the proposed amendment or revision.