BYLAWS OF THE
GRAND MARAIS BUSINESS COUNCIL
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be the Grand Marais Business Council. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota and shall be referred to as the Council.
Section 2 – Purpose: Grand Marais Business Council is organized exclusively for charitable, scientific and education purposes.
The purpose of this corporation is to:
- protect, promote and facilitate the vitality of business in Grand Marais.
- educate our elected officials and citizens regarding the critical role businesses play in the success of the community.
- protect property owner rights.
- give a voice to business owners in Grand Marais, including tax-paying non-resident business and property owners.
- lobby the public and city government to support the growth necessary to provide year-round jobs in this changing economy.
- raise funds as necessary to accomplish goals.
ARTICLE II – MEMBERSHIP
Section 1 – Eligibility for membership: Application for voting membership shall be open to any business in Cook County, Minnesota whose operating principles support the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and payment of annual dues. All memberships shall be granted upon a majority vote of the Board of Directors.
Section 2 - Annual dues: The amount required for annual dues shall be determined by the board or changed by a majority vote of the members at an annual meeting. Continued membership is contingent upon being up-to-date on membership dues.
Section 3 - Right of members: Each member business shall be eligible to appoint one voting representative to cast the member’s vote in Council elections.
Section 4 - Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A membership shall be deemed delinquent on failure to pay dues within ninety (90) days of the due date. Any membership may be terminated by the Council for delinquency in payment of dues; for unlawful conduct in the operation of the business in question, on duly proven evidence; or for other causes deemed sufficient after full consideration by the Board of Directors or the Executive Committee. No final action, however, shall be taken until an accused Council member shall have been notified and given an opportunity to be heard. Decisions and actions of the Board of Directors shall be final and binding in all cases, and neither the Council, the Board of Directors, nor any member thereof, shall be in any way liable for preferring charges or for his or its vote in such proceedings with respect to any Council member made the subject of such action.
Section 5 – Non-voting membership: The Board of Directors shall have the authority to establish and define non-voting categories of memberships.
ARTICLE III – MEETINGS OF MEMBERS
Section 1 - Annual meetings: The members of the Council shall meet in general assembly once annually, at a time and place to be determined by the Board of Directors. At each annual meeting members may elect Directors and Officers, in accordance with the provisions of these Bylaws and may transact any other business; provided, however, that no business with respect to which special notice is required by law shall be transacted unless such notice shall have been given.
Section 2 – Special meetings: Special meetings may be called by the president, the Executive Committee, or by petition signed by 10% of the voting Council members. Special meetings must be held within 45 days of the call for a meeting.
Section 3 – Notice of meetings: Notice of each meeting shall be given to each voting member, by regular mail or e-mail at the discretion of the Board of Directors, not less than 30 days prior to the meeting.
Section 4 - Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 5 - Voting: All issues to be voted on shall be decided by a simple majority of votes cast at the meeting in which the vote takes place.
Section 6 - Ballots: The Board of Directors may authorize absentee or proxy ballots for voting on published agenda items at Council membership meetings.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 - Board role, size, and compensation: The board is responsible for overall policy and direction of the Council, and delegates responsibility of day-to-day operations to other Council members and committees. The board shall consist of an odd number of Council members and shall have up to eleven (11) members, but not fewer than seven (7) members. The initial board size will be nine (9) Council members but that size can be changed by a majority vote of the current board within the limits set herein. The board receives no compensation other than reasonable expenses.
Section 2 - Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms. Terms shall be staggered so that about half of the terms expire each year.
Section 3 - Meetings and notice: The board shall meet at least quarterly at an agreed upon time and place. An official board meeting requires that each board member have notice by mail or e-mail at least two weeks in advance.
Section 4 - Board elections: New board members and current board members shall be elected or re-elected by the voting representatives of Council members at the annual meeting. Board members will be elected by a simple majority of Council members present at the annual meeting.
Section 5 - Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the Councils diverse constituency. In addition, any Council member can nominate a candidate to the slate of nominees by submitting written notice to the Secretary at least two week prior to the creation of ballots for the general election.
Section 6 - Quorum: A quorum must be attended by at least half of the board members for business transactions to take place and motions to pass.
Section 7 - Officers and Duties: There shall be four officers of the board, consisting of a president, vice president, secretary, and treasurer. Their duties are as follows:
The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-president, secretary, treasurer.
The Vice President shall chair committees on special subjects as designated by the board and act in the absence of the president.
The Secretary shall be responsible for keeping record of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Council members and the public, subject to the confidentiality requirements of the Council.
Section 8 - Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new board members from present board members two weeks in advance of a board meeting. Council members may forward nominees to the board through any board member at least 3 weeks in advance of the board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 9 – Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences (more than two unexcused absences from board meetings in a year) or a board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 – Special meetings: Special meetings of the board shall be called upon the request of the president, or a quorum of board members. Notification of special meetings shall be sent out by the secretary, to each board member, 2 weeks in advance if possible. A two-thirds quorum must be assured if notification is less than two weeks in advance.
ARTICLE V – COMMITTEES
Section 1 - Committee formation: The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board president appoints all committee chairs.
Section 2 – Executive Committee: The four officers serve as the members of the Executive Committee. The Executive Committee shall only have the powers and authority specifically granted by the Board of Directors.
Section 3 - Finance Committee: The treasurer is the chair of the Finance Committee, which includes one other board officer, and one other board member. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with the board and other members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board. A fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income as well as current account balances. The financial records of the Council are public information and shall be made available to the Council membership, board members, and duly authorized auditing officials.
ARTICLE VI – AMENDMENTS
Section 1 - Amendments: These bylaws may be amended when necessary by simple majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with the regular board announcements.
CERTIFICATION
These bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on April 3, 2007.