1.1 Eligibility. There shall be one class of members. Any person who is engaged in the teaching, coordination, administration or support of students with special needs in occupational education and work experience programs or activities which foster the completion of an education for those individuals who are disadvantaged or handicapped, may be a member of the Corporation. Active members are those members who are in good standing and interested in the education of special needs students in the State if Minnesota. The membership shall consist of three divisions as follows: (1) the Teacher-Coordinator Divisions, consisting of special needs Teacher-Coordinator as identified by the Minnesota State Plan of Vocational Education (1976-77);( 2 )the Support Personnel Division consisting of Support Personnel who work directly with either secondary or post-secondary students as identified by the Minnesota State Plan of Vocational Education (1976-77); and (3) the Affiliate Personnel Division consisting of Affiliate Personnel who are directly involved and concerned about the education of special needs students. Student membership shall be included in the Affiliate Personnel Division. Each division shall be divided into sections as approved by the Executive Committee.
1.2 Voting. Each member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the members; provided, however, that a member shall be in good standing only if his or her dues are current ten (10) days prior to the meeting. There shall be no cumulative voting. A member may vote in person or by proxy in writing. A member may also appoint another member to act as his/her proxy at any meeting of the members. Such proxy shall be filed with the Secretary of the Corporation at or before the meeting. Members may vote by voice, by ballot, or by mail. When determined to be advisable by the Board of Directors, the entire vote on any single issue may be by mail. In such case, the notice of meeting shall state each issue to be voted on and shall be accompanied by written form of ballot. Except as otherwise provided by the Articles of Incorporation, these By-Laws, or by law, all elections and questions shall be decided by a majority vote of the members present at any meeting at which a quorum is present.
1.3 Resignation. Any member may resign from membership at any time by delivering or mailing a written resignation to the Secretary.
1.4 Termination of Membership. A member may be terminated by the Board of Directors at any time the Board determines that such termination is in the best interest of the Corporation.
1.5 Transferability. A member may not voluntarily or involuntarily transfer his/her membership or any right arising therefrom. Any person whose membership terminates for any reason shall also cease to be a director or officer, and shall no longer have any rights, privileges, or interest in the Corporation.
1.6 Dues. The Board of Directors may establish dues required for membership in the Corporation, but dues may be assessed prospectively only. Dues may be varied from year to year and are payable directly to the Director of Membership.
1.7 Annual Meeting. An annual meeting of the members shall be held for the purpose of electing directors and officers and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the call of the Board of Directors at the time and place designated by such call.
1.8 Special Meeting. Special meetings of the members for any purpose may be called by the President if requested by at least ten percent (10%) of the members in writing stating the purpose of the call. The meeting shall be held at such time and place designated and upon notice being given to all members entitled to vote at the meeting.
1.9 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting or any matters concerning which special notice is required, the purpose for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than five (5) nor more than thirty (30) days before the date of the meeting, either in person, by mail, or email. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address that appears on the books of the corporation, with postage prepaid. If emailed, such notice shall be deemed to be delivered when the message has been sent, addressed to the member at the email address that appears on the books of the corporation. A member may give a written waiver of notice before, at, or after a meeting. Attendance by a member at a meeting shall constitute a waiver or notice of said meeting by the attending member, except where a member attend for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
1.10 Quorum. Ten percent (10%) of the members shall constitute a quorum at any meeting. The affirmative vote of a majority of the members voting when a quorum is present shall be sufficient for any action taken. 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. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at a meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough voting members to leave less than a quorum.
2.1 General Powers. The business, property, and affairs of the Corporation shall be managed by the Board of Directors. The Board shall have all powers that may be exercised by the Corporation.
2.2 Number, Term and Qualification. The number of directors shall be as determined by the numbers, but shall at no time be less than the number required by law. Each director must be a member of the Corporation. The following persons shall be Directors: the President, President-Elect, Secretary, Treasurer, Past-President, the Director of Membership, Newsletter Editor, Webmaster, and two or four directors from each of the following sections (to be selected by such sections): WED/ Work Based Learning Coordinator (WBLC), WEH/ Work Based Learning Coordinator - Special Needs (WBLCSN), WE/CEP, Administrative Affiliate, Transition Coordinator, Post Secondary Representative, Paraprofessional Representative. If a section has fifteen or fewer members, it shall elect no more than two (2) directors. Any section that has more than fifteen members shall elect no more than four (4). Directors shall be elected for one (1) year terms or until their successors are elected and qualify.
2.3 Resignation. A director may resign at any time by giving written notice to the Secretary. Such resignation shall take effect at the time specified. In the event of a vacancy on the Board of Directors not created by action of the members, the directors may appoint a person to fill that vacancy for the unexpired term. In the case of a vacancy of a director who is a representative of one of the sections, the members may, but are not required to, appoint a replacement from the section that elected the original director.
2.4 Removal. A director may be removed with or without cause by the members present at a meeting of the members called for that purpose. The members may elect a successor to fill the vacancy for the unexpired term.
2.5 Annual Meeting. An annual meeting of the Board of Directors shall be held following the annual meeting of the members for the transaction of any business properly coming before it.
2.6 Special Meetings. Special meetings of the Board of Directors shall be called at the time by the President upon written request of a majority of the directors, which request stated the purpose for which the meeting is being called. The President shall set the date for the special meeting within ten (10) days of receiving a written reguest.
2.7 Notice of Meeting. No notice of the annual meeting of the directors is required. Notice of any special meeting shall be given by the Secretary at least five (5) but not more tha thirty (30) days prior to the date of the meeting by written notice to each director sent by mail or delivered in person. The notice shall specify time, place and purpose of the meeting. Any director may waive notice of any meeting before, at, or after the meeting. The attendance of a director at a 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.
2.8 Place of Meeting. Meetings of the directors shall be held at such place as may be designated by the Board of Directors.
2.9 Consent to Meetings. The transactions taken at any meeting, however called and noticed and wherever and whenever held, shall be as valid as though taken at a meeting duly held in accordance with the other provisions of these By-Laws, if a quorum is present, and if either before or after the meeting each of the directors not present gives a waiver of notice. All waivers of notice shall be made a part of the minutes of said meeting.
2.10 Quorum. A majority of the directors shall constitute a quorum for the transaction of business. Except where otherwise required by law or these By-Laws, the affirmative vote of a majority of the directors voting when a quorum is present shall be sufficient for any action taken by the directors.
2.11 Compensation. No director shall receive any compensation for his/her services as a director unless such compensation is authorized by resolution of the Board of Directors. Directors may be reimbursed for expenses of attendance at meetings of the Board. Nothing herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
2.12 MnACTE Representative. The Board of Directors shall select and appoint a director to serve as a representative to the Minnesota Association for Career and Technical Education (MnACTE). Such representative shall serve at the pleasure of the Board.
3.1 Number. The officers of the Corporation shall be President, President-Elect, Secretary, Treasurer, Past-President, Director of Membership, Newsletter Editor, Webmaster, and such other officers as may from time to time be elected by the members. With the exclusion of Newsletter Editor and Webmaster, no two (2) offices may by held simultaneously by the same person. The officers must be members of the Corporation.
3.2 Election, Term of Office, and Qualification. The Board of Directors shall establish an ad-hoc Search Committee, chaired by the Past-President, for purposes of drawing a slate of nominees for the election of officers for the coming year. Such nominations shall be presented to the members at the annual meeting; provided, however, that the members may make additional nominations from the floor. The initial officers shall be elected by the directors to serve until the first annual meeting of the members. At the first and all subsequent annual meetings, the members shall elect the officers; except that the President may notify the Board of Directors by the March Board of Directors meeting that he or she wishes to serve another term. Approval of a subsequent term must be ratified by a two-thirds (2/3) vote of all of the Directors. If the President wishes to serve another term but fails to notify the Directors by the March Directors meeting, he/she must submit his/her name for the election ballot for election by the members. If the Directors approve another term in office for the President, the President-Elect and Past-President shall also remain in office for another term. Each officer shall hold office until the next annual meeting and until his or her successor is elected and has qualified, or until the officer has been removed in the manner hereafter provided. No officer shall serve more than three (3) consecutive terms in the same office.
3.3 President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the directors. He or she may execute and deliver in the name of the Corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation, and in general shall perform all duties incident to the office of the President as well as such other duties as may from time to time be prescribed by the Board.
3.4 President-Elect. In case the President's absence or inability to act, the President-Elect shall have all the powers and perform all the duties of the President, and shall have such other duties as may be assigned to him or her by the Board of Directors. The President-Elect shall succeed the President as President of the Corporation.
3.5 Secretary. The Secretary shall (a) keep or cause to be kept in the corporate book proper minutes of all meetings of the members, directors and Executive Committee; (b) give all required notices; (c) have custody of the corporate records; and (d) perform such other duties as may be assigned by the Board of Directors.
3.6 Treasurer. The treasurer shall have charge and custody of all funds of the Corporation. He or she shall keep an accurate account of all receipts and disbursement and shall render accounts to the Corporation. The Treasurer shall deposit all monies in the name of the Corporation in such banks or depositories as the directors shall designate and shall have the power to endorse for deposit all instruments received by the Corporation. The Treasurer shall report to the members and directors at each annual meeting and shall perform such other duties as may from time to time be prescribed by the Board of Directors.
3.7 Past-President. In the event that the President resigns, withdraws, or is unable to complete his or her term, the Past-President will help the President-Elect become more familiar with the office. He or she will also serve as an advisor to the Board on such matters that have occurred in prior years. The Past-President will chair the ad-hoc Search Committee for the purpose of drawing a slate of nominees for the election of officers.
3.8 Director of Membership. The Director of Membership will: (1) promote the organization's overall membership; (2) distribute to all new and past members proper information; (3) furnish updated membership lists at the request of various committee chairs; (4) collect and record all state and national memberships; and (5) send out monthly notices to those individuals whose membership has lapsed.
3.9 Newsletter Editor. The Newsletter Editor will: (1) encourage and recruit articles from the Board and the members; (2) establish a timely schedule for publication of the newsletter; (3) attend or designate an alternate to report and cover conferences, conventions, and seminars of interest to the members; and ;(4)submit a budget annually for the newsletter to the Board of Directors for approval.
3.10 Webmaster. The webmaster will: (1) design the website; (2) work in conjunction with the President, Secretary, Treasurer, Director of Membership, and Newsletter Editor to maintain current information on the website; (3) post information on the website; and; (4) maintain an account with a web hosting service provider.
3.11 Removal and Replacement of Vacancies. Any officer may be removed by the members whenever in their judgment the best interest of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of such officer. Any vacancy resulting from such removal or any vacancy resulting from resignation or death may be filled for the unexpired term by the Board of Directors.
4.1 Executive Committee. The Board of Directors will by resolution establish an Executive Committee. The officers and such members of the Corporation who may be elected, when appropriate, by the Board of Directors will serve on such Executive Committee. Except for the power to amend the Articles of Incorporation and By-Laws of the Corporation, the Executive Committee shall have all of the powers and authority of the Board of Directors in the management of the property, business, and affairs of the Corporation in the intervals between meetings of the Board of Directors, subject always to the direction and control of the Board. Meetings of the Executive Committee shall be held when called by the Committee's designated chairperson. Any action of the Executive Committee shall be reported at the next regular meeting of the Board.
3.3 Committees. The Board of Directors may, from time to time, appoint such other committees as it deems proper, and may prescribe the functions and duties of such committees and the term of membership of committee members.
5.1 The Corporation's fiscal year shall be as determined by the Board of Directors.
6.1 The Corporation shall have no seal.
7.1 The Corporation shall have all powers now or hereafter conferred upon a nonprofit corporation under the laws of the State of Minnesota.
8.1 Telephone Meetings and Actions Without Meetings. To the extent permitted by Minnesota law, any action required to be or which may be taken at any meeting of the members or Board of Directors may be taken without a meeting, or without any or all persons physically being present, either:
(a) In a meeting conducted by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting may simultaneously hear each other, whether or not any of the persons are physically present at the meeting. Participation in a meeting in this manner shall constitute presence in person at a meeting; or
(b) By a consent in writing setting forth the action so taken and signed by all of the members or directors.
In either event, the Secretary or other appropriate officer may certify any action taken in such manner to any interested party as an action taken at a meeting duly and lawfully convened and held.
9.1 Authorization. Except as otherwise provided in these By-Laws, the Board of Directors may in writing authorize any officer or officers, agent or agents, to enter into any contract, or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.
9.2 Other Affiliations. In the absence of fraud, no contract or other transaction between this Corporation and any other organization, and no other act of this Corporation shall in any way be invalidated or otherwise affected by the fact that one or more of the members, directors, or officers of this Corporation are pecuniarily or otherwise interested in or are members, directors, or officers of or otherwise affiliated with any other organization.
9.3 Disclosure of Interest. Any director or officer, or any partnership, association or business trust of which any director or officer is a member of beneficiary, may be a party to or may be pecuniarily of otherwise interested in any contract or transition of this Corporation provided, however, that the fact that said individual or partnership, association or business trust that is so interested may be counted in determining the existence of a quorum at any meeting of the Board of Directors which shall authorize any such contract or transaction. Any such contract or transaction which is so approved shall be binding on the Corporation with like force and effect as is that person were not a director or officer of such other Corporation, were not so interested or were not a member of beneficiary of the partnership, association or business trust so interested.
10.1 All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may designate, or as may be delegated by the Board. For the purpose of such deposit, any persons to whom such payment of money which are payable to the order of the Corporation.
11.1 Budget. A budget showing estimated income, income expense, and capital expense shall be approved annually by the Board of Directors. No expenses shall be incurred in excess of budgetary appropriations without prior approval of the Board of Directors.
11.2 Financial Report. A summary report of the financial operations of the Corporation shall be presented at least annually to the directors and members.
12.1 To the fullest extent permitted by law, the Corporation shall indemnify and hold harmless all officers, directors, employees, and agents of the Corporation for all acts preformed by them in any good faith attempt to fulfill their duties to the Corporation, specifically including all costs and expenses, including attorneys' fees, incurred in any action, claim, or demand concerning any such act. This provision shall be construed so as to provide and require the broadest, most complete and extensive scope of indemnification legally permissible at the time indemnification is sought or provided.
13.1 Notice. All notices required by these By-Laws shall be in writing and shall be personally delivered or mailed by the Secretary to the persons entitled thereto at the addresses shown on the records of the Corporation.
13.2 Waiver of Notice. A member or director may waive any notice required to be given by these By-Laws, the Articles of Incorporation, or by statute, either before or after the time stated therein. Any such waiver shall be in writing and signed by the person entitled to notice, and shall be deemed equivalent to such notice. All waivers shall be filed with the Secretary of the Corporation.
14.1 On all questions of procedure not specified either in these By-Laws or in the By-Laws of the Association for Career and Technical Education, Robert's Rules of Order Newly Revised shall be the parliamentary authority governing the meetings of the members and the Board of Directors.
15.1 Upon the adoption by the members of a resolution previously approved, recommended, and submitted to the members by a vote of two-thirds (2/3) or more of the directors, all or substantially all of the property and assets of the Corporation may be sold, leased exchanged, mortgaged, encumbered or otherwise disposed of upon such terms and conditions and for such consideration as the directors shall determine to be expedient; provided, however, that any such disposition shall be only in furtherance of the purposes set forth in the Corporation's Articles of Incorporation.
16.1 In the event of the liquidation and/or dissolution of the Corporation, assets shall be distributed in accordance with the provisions of the Minnesota Nonprofit Corporation Act, as the same may hereafter be amended; provided, however, that after all liabilities and obligations of the Corporation have been paid, satisfied and discharged, or adequate provision made therefor, all remaining property and assets shall be distributed to one or more nonprofit vocational education organizations engaged in activities which will, as nearly as possible, accomplish the same general purposes of the Corporation, or to one or more Section 501 (c) (3) organizations, as determined by the Board of Directors.
17.1 These By-Laws may be amended at any time as follows:
(A)Any proposed amendment shall first be approved by the Board of Directors in a resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the members, or be proposed by any six (6) directors by signing a petition, filing such petition with the Secretary of the Corporation, and directing that the proposed amendment be submitted for adoption at a meeting of the members.
(B) Notice of a meeting of the members for the purpose of adopting an amendment to these By-Laws shall state such purpose and shall be given to each member, officer and director of the Corporation regardless of his or her voting rights.
(C) The proposed amendment may be adopted by two-thirds (2/3) of the members voting at such meeting.
These By-Laws were adopted by the directors effective the 11th day of October, 2001.
Steve Czech, President