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BYLAWS
OF
MINNESOTA PLANNED GIVING COUNCIL

Revised as of June 9, 2004

This instrument constitutes the Bylaws of the Minnesota Planned Giving Council (the "Council”), a nonprofit corporation governed by the Minnesota Nonprofit Corporation Act, Minnesota Statues Chapter 317A.

MEMBERSHIP

  1. Eligibility.  The Council shall have members with voting rights.  Membership shall be open to any individual interested in planned giving as a method of charitable giving or employed as a development or fund raising professional.  In order to become a member, such a person must apply for and be approved for membership pursuant to these Bylaws, having shown that his or her membership is likely to contribute to the purpose of the Council as defined in the Council’s mission statement and the Model Standards of Practice for the Charitable Gift Planner by the National Committee on Planned Giving.

  1. Applications for Membership.  Applications for membership shall be submitted to the Secretary and shall include name, address, telephone number, business affiliation, and title of the applicant.  Additional information may be requested by the Secretary.  The Secretary will determine whether the applicant meets the eligibility requirements and is likely to contribute to the purposes of the Council.  Upon verifying the membership qualifications of the applicant, the Secretary will notify the applicant of its acceptance to membership, subject to the following:

    1. If, in the sole opinion of the Secretary, the applicant under consideration presents a question as to whether the applicant meets the eligibility standards, then the applicant shall be forwarded to the Board of Directors of the Council (the "Board”), with the recommendation of the Secretary.

    2. Upon written request, the Board shall provide an opportunity for the applicant and any interested member to be heard, before making its decision on the application for membership.

    3. If the Board denies an application for membership, it shall provide a written statement of the reasons for its decision upon written request of the applicant.

  2. Fees, Dues, and Assessments.  The Board may levy fees, dues and/or assessments upon the members of the Council.  The Board from time to time may fix the amount of, and determine the method of enforcement of such fees, dues, and/or assessments.

  3. Cancellation of membership.  The Board may, after giving reasonable notice, cancel membership for nonpayment of fees, dues and/or assessments, or if the member ceases to meet the criteria for membership established by these Bylaws or otherwise fails to fulfill the requirements contained in these Bylaws.  In addition, the Board may cancel the membership of a member whose activities or conduct are determined by the Board to be contrary to the purposes and objectives of the Council.  Reasonable notice of membership cancellation consists of mailed written notice of such default sent to the address shown on the Council’s records for that member.  If the member does not cure his or her default or correct his or her failure within sixty days of the date the notice is mailed, his or her membership shall be canceled.  During such sixty-day period, the member shall not be entitled to vote or receive other membership benefits, as determined by the Board.  The Board may reinstate memberships upon terms and conditions determined by the Board.

  4. Voting Rights.  Except as otherwise provided in these Bylaws, members of the Council shall have all the rights and preferences afforded to members with voting rights by the Minnesota Nonprofit Corporation Act, as enacted or hereafter amended, specifically including, but not limited to, the right to vote.  Each member shall have one vote on each matter to be determined by vote.  There shall be no cumulative voting.  Except where otherwise required by statue or in these Bylaws, all matters shall be decided by a majority vote of the members present in person or by proxy at a meeting at which there is a quorum.

  5. Regular Annual Meeting. The regular annual meeting of the members shall be held each year at the time and place designated by the Board.  At each annual meeting, the voting members shall elect directors and transact any other business which may properly come before the meeting; provided, however, that no business shall be transacted for which special notice is required by statue or these Bylaws, unless such special notice has been given to the members.

  6. Special Meetings. A special meeting of the members shall be held on the call of the Chairperson or upon request of at least 25% of the members of the Board of Directors, or if at least 50 members or 10% of the members, whichever is less, sign, date, and deliver to the Chairperson or the Secretary one or more written demands for a special meeting describing the purpose of the meeting.  The Board shall cause mailed written notice of the special meeting to be given all members within thirty days after receipt of a properly supported written demand, and shall cause the special meeting to be held no later than forty-five days after receipt of the demand.  The written notice of each special meeting shall set forth the date, time, place, and purpose of the meeting.  The business transacted at a special meeting shall be limited to the purposes stated in the written notice.  Special meetings of the members may be held within the State of Minnesota at the place designated by the Chairperson or the Board.

  7. Notice. Written notice of each meeting of the members, stating the date, time, and place of the meeting and any other information required in the notice of any special meeting, shall be delivered or sent to the members at their addresses as shown on the Council’s records at least 10, but not more than 30 days in advance of the meeting.  Notice may be waived before, at, or after a meeting, orally or in writing.  Attendance of a member at a meeting in person or by proxy is a waiver of notice of that meeting, unless the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully convened, 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 the item at that meeting.

  8. Quorum; Proxies; Adjournment. At any meeting of the members, the presence of at least 20 percent of the members in person or by proxy shall constitute a quorum necessary for the transaction of Council business.  A member may appoint a proxy to vote or otherwise act for the member at a meeting by signing a proxy appointment form.  The proxy appointment form shall be filed at or before the meeting with the person designated to act as secretary of the meeting.  In the absence of a quorum, a majority of the members present, or any officer present, shall have the power to adjourn the meeting to a future stated time, place, and date.  No further notice of the date, time, and place for the reconvening of the adjourned meeting shall be given, other than the announcement at the meeting prior to adjournment.

BOARD OF DIRECTORS

  1. Responsibilities and Composition. The property, funds, affairs, and business of the council shall be managed by a Board of Directors, which shall consist not fewer than 12 nor more than 18 persons.  The Board shall be composed of (a) not fewer than 7 nor more than 13 Directors-at-Large and (b) the persons holding the following 6 offices of the Council: the Chairperson, Chairperson-elect, Vice-Chairperson, Treasurer, Secretary, and the immediate Past Chairperson.  Each Director must be a member in good standing of the Council at the time of his or her election to the Board and during his or her term on the Board.

  2. Election Term. The directors shall be elected by the affirmative vote of a majority of the members present at a meeting at which there is a quorum. The directors shall be elected for a term of three years, except as otherwise provided in these Bylaws, and shall hold office until the expiration of the term and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director.  A director’s term shall commence the first business day of the year following the director’s election. The terms of the directors shall be staggered so that the terms of approximately one-third of the directors expire each year. At the first election at which the staggering of terms is implemented, the directors shall be elected in three groups of approximately equal size for terms of one, two, and three years, respectively.  Directors may serve for two consecutive terms of three years each, but are then ineligible for re-election to the Board until one year after the end of their second term.  However, notwithstanding such term limits, the person elected by the Board as Chairperson shall continue to serve as director so long as he or she holds office as Chairperson.

  3. Removal; Vacancy. A director may be removed from the Board, with or without cause, by the affirmative vote of a majority of the members present at which there is a quorum, provided that such action shall be taken at a meeting of the members called for that purpose.  A director shall be considered automatically removed from the Board upon the cancellation of his or her membership in the Council.  Vacancies of director positions due to the removal, resignation, or other cause may be filled by the remaining directors, though less than a quorum, and a director so elected shall fill the un-expired term of the director who is being replaced.

  4. Annual Meeting. The annual meeting of the Board shall be the next regularly scheduled board meeting following the conclusion of the annual meeting of the members of the Council.

  5. Regular and Special Meetings. The Board shall conduct regular meetings, at such times and places as it shall determine.  Special meetings of the Board may be called at any time upon request of the Chairperson or any other director of the Council, provided that the request shall specify the purpose or purposes for the special meeting.  The Chairperson shall conduct the special meeting within 30 working days of making or receiving the request, and the Secretary of the Council shall mail written notice of the date, time, place, and purpose of the special meeting to each director.  The Chairperson shall preside at each meeting of the Board.  The Secretary of the Council, or in his or her absence any person whom the Chairperson shall appoint, shall act as secretary of the meeting.

  6. Action Without a Meeting. Any action required or permitted to be taken at meeting of the Board may be taken by written action signed by all of the Directors.

  7. Notice. The Board may establish a meeting schedule for the year.  If such a schedule is so adopted, no notice of each scheduled meeting shall be required.  Written notice of special meetings of the Board stating date, time, and place of the meeting, and any other information required in the notice of the special meeting, shall be mailed or delivered to the directors at least ten, but not more than thirty days in advance of the meeting, excluding the day of the meeting.  Notice may be waived before, at or after the meeting, orally or in writing.  Attendance by a director at a meeting is a waiver of notice of the meeting, unless the director 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.

  8. Quorum; Board Action; No Proxies. At any meetings of the Board, a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.  Except where otherwise required by statue or provided in the Bylaws, the affirmative vote of a majority of the directors present at a meeting at which there is a quorum shall be sufficient for any action.  Directors shall not appoint a personal proxy or vote by proxy.

  9. Adjournments. Any meeting of the Board may be adjourned from time to time or day to day, or both, upon the consent of a majority of directors present.  If the date, time, and place of the adjourned meeting appear in the minutes of the original meeting, no further notice as to the date, time, and place of the adjourned meeting need be given.  At any adjourned and reconvened meeting at which a quorum of the directors is present, any business may be transacted which might have been transacted at the original meeting.

  10. Action by Electronic Communication. A conference among directors by a means of communication through which the directors may simultaneously hear each other during the conference is a meeting of the Board, if the same notice is given of the conference as would be required for a special meeting and if the number of voting directors participating in the conference constitutes a quorum.  Participation in a meeting by this means is personal presence at the meeting.  A director may participate in a meeting of the Board by any means of communication through which the director and all other directors participating in the meeting may simultaneously hear each other during the meeting.  Participation in a meeting by this means also constitutes person presence at the meeting.

  11. Standing Committees. There shall be two Standing Committees, as follows:

    NOMINATING COMMITTEE – The Nominating Committee shall consist of no fewer than four nor more than six persons, all of whom shall be members in good standing of the Council and at least one-half of whom shall be current members of the Board of Directors of the Council.  The Nominating Committee shall be chaired by the immediate past Chairperson of the Council.  Names of candidates for the Board of Directors and for officers shall be submitted each year to the Nominating Committee by directors and members of the Council no later than the deadline established by the Nominating Committee.  The Nominating Committee shall review the qualifications of the nominees and present to the members and the Board of Directors slates of nominees for the election of directors at the Annual Meeting of the members and for the election of officers at the Annual Meeting of the Board.

    EXECUTIVE COMMITTEE – There shall be an Executive Committee of the Board of Directors of the Minnesota Planned Giving Council.  The members shall consist of the officers of the Board of Directors and two additional directors as selected by the Board of Directors.  The term of the members of the Executive Committee shall commence on the first business day following the year of their election or appointment and shall be for that calendar year and until their successor has been appointed.  The term of any member of the Executive Committee shall terminate immediately following that person’s failure to meet the requirements of a member of the committee or resignation or discharge from the committee.  All vacancies in the committee membership shall be filled by the members of the Board of Directors.  The Chairperson of the Executive Committee shall be the person holding the title of Chairperson of the Board of Directors.  The Executive Committee shall have and exercise all of the powers of the Board of Directors which may arise between meetings of the Board of Directors, except the power to amend these Bylaws and except as otherwise expressly limited from time to time by the Board of Directors.  The Executive Committee shall meet on the call of any member thereof, on notice which shall actually be received by all members, not less than 24 hours prior to the special time of meeting.  Such notice may be given personally, by telephone, mail, or electronically, but such notice may be waived in writing by any member before or after any meeting.  At least two-thirds of the members of the Executive Committee shall constitute a quorum for conducting business.  All actions taken by the Executive Committee shall require a vote of at least a majority members of the committee.  All actions of the Executive Committee shall be reported to the Board of Directors for their action to consider ratification and affirmation.

  12. Committees. In addition to the Standing Committees, the Board may designate one or more committees from time to time, adopting such regulations as it deems advisable and as are permitted with respect to the membership, authority, and procedures of the designated committee.  Chairpersons of such committees shall be proposed from among the members of the Board of Directors by the Chairperson for ratification by the Board of Directors.  Members of the such committees shall be appointed by the chairpersons of said committees.  Members of such committees need not be members of the Board of Directors.

  13. Other Powers. In addition to the powers and authority specifically conferred upon them by the Bylaws, the directors shall have the power to do all acts necessary and expedient to the conduct of the business of the Council.

OFFICERS

  1. Election of Officers. The officers of the Council shall be elected by the Board of Directors each year at the annual meeting of the board.  The officers shall consist of a Chairperson, Chairperson-elect, Vice-Chairperson, a Treasurer, and a Secretary.  Officers shall be currently serving on the Board of Directors.  However, at the annual meeting, the Board may elect as Chairperson a person whose elected term as director has expired at that annual meeting, and such Chairperson shall continue thereafter to serve as a director so long as he or she holds office as Chairperson.  The same person may not hold more than one office.  Each of the officers shall hold office for a period of one year and until a successor is elected and qualified, or until his or her earlier death, resignation, removal, or disqualification.

  2. Removal. Any officer may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a meeting of the Board at which there is a quorum and for which notice stating the purpose of the meeting has been given.  Any officer removed as a director under these bylaws shall be considered automatically removed as an officer as well.

  3. Vacancy. If any office of the Council becomes vacant by reason of death, resignation, removal from office, disqualification, or otherwise, the Board may appoint a successor to fill the un-expired portion of the term for which that officer was elected.

  4. Chairperson. This person shall be the Chief Executive Officer of the Council.  The Chairperson shall be present at and preside over all meetings of the Board and the members, shall sign all official documents including filings with the U.S. Internal Revenue Service, Minnesota Attorney General, and other public agencies as required, shall serve as the Chairperson of the Board, shall see that all orders and resolutions of the Board are carried into effect, and shall have the general powers and duties of supervision and management customarily vested in the office of the president of an organization.

  5. Chairperson-elect. The Chairperson-elect shall serve as aide to the Chairperson.  At the request of the Chairperson, or in the absence or disability of the Chairperson, the Chairperson-elect shall perform the duties and exercise the powers of the Chairperson and shall perform such other duties and have such other responsibilities as the Board shall prescribe.

  6. Treasurer. The Treasurer shall be the Chief Financial Officer of the Council and shall have custody of the corporate funds and securities, if any.  The Treasurer shall keep full and accurate account of receipts and disbursements in books belonging to the Council and shall deposit all monies and other valuable effects into the name and to the credit of the Council in such depositories as may be designated by the Board.  The Treasurer shall disburse funds of the Council as ordered by the Board and shall render to the Chairperson, the Board, and the members, at regular meetings or whenever the Board may require, an account of all transactions and the financial condition of the Council. The Treasurer shall also perform such other duties as may be prescribed by the Board.

  7. Secretary. The Secretary shall attend all meetings of the Board and of the members, and shall record all votes and the minutes of all such meetings in a book kept for that purpose.  The Secretary shall keep and file all reports, statements, and other documents required by law, maintain a current membership list, and give notice of all meetings of the Board and the members, as required.  The Secretary shall also perform such other duties as may be prescribed by the Board.

  8. Use of Council Affiliation. Members shall not in any personal or political effort of their own or of their organization and/or employer, use or quote any Council action or use their affiliation with the Council as a means of supporting their position, request, or argument, without the prior written approval of the Board.

  9. Dissociation. With respect to any action proposed to be taken by the Council, any member may dissent or dissociate from that specific action by providing notice of the member’s position to the Secretary of the Council and a record will be kept of all such dissenting or dissociate positions.

  10. Contracts. All contracts, regardless of size or duration, shall be approved by a majority vote of the Board of Directors prior to acceptance.

AMENDMENTS TO BYLAWS

  1. Amendment of Bylaws. Subject to the power of the members of the Council under the Minnesota Nonprofit Corporation Act to adopt, amend, or repeal bylaws adopted, amended, or repealed by the Board, these bylaws may be amended at any time by the Board, except that the Board may not adopt, amend, or repeal a Bylaw fixing a quorum for meetings of members, prescribing procedures for removing officers or directors, or filling vacancies on the Board, or fixing the number of directors or their classifications, qualifications, or terms of office.

INDEMNIFICATION

  1. Indemnification. To the full extent permitted by the Minnesota Nonprofit Corporation Act, as enacted or hereafter amended, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wherever and by whomsoever brought (including any proceeding by or in the right of the Council), whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member, director, or officer of the Council, or he or she is or was serving at the specific request of the Board of the Council as director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the Council by the affirmative vote of a majority of the directors present at a meeting of the Board at which there is a quorum and for which notice stating the purpose of the meeting has been given, against all expenses, including attorney’s fees and disbursements, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably inured by such persons in connection with such action, suit, or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust, or enterprise.  The indemnification provided by this Bylaw shall inure to the benefit of the heirs, executors, and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this Bylaw 34.

CERTIFICATION

The foregoing amended Bylaws of the Minnesota Planned Giving Council were approved effective August 6, 2002 by vote of the Board of Directors.

      

Thank you to MPGC Benefiting Sponsor, Crescendo Interactive, and Supporting Sponsor, US Bank Charitable Services Group

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