CONSTITUTION
(Updated July 12, 2011)

Overview

ARTICLE II - MEMBERSHIP

SECTION 1

Members of business, government, and the educational community with ties or interest to manufacturing in Minnesota, North Dakota, or South Dakota are entitled to one or more memberships in the Association.

SECTION 2

Any person or business seeking membership must submit an application form to the VP of Membership accompanied by the appropriate membership dues.

SECTION 3

An honorary membership in the Association may be granted to individuals in the community with exceptional distinguished service to the advancement of the art and service of manufacturing or management. Such membership shall be granted upon recommendation by a majority vote of the Board of Directors.  Such membership shall be non-voting.

SECTION 4

Any person or business that has a membership in the association shall retain such membership as long as they remain in good standing.

SECTION 5
SUSPENSION:

A. Any member three months in arrears in the payment of their dues or failing to comply with the Constitution and By-Laws may be suspended upon written notice by the VP of Membership.

B. Reinstatement may be made upon clearance of such charge by the VP of Membership.

ARTICLE III – GOVERNMENT

SECTION 1

This Association shall be governed by a Board of Directors composed of 6 elected officers and up to ten additional board members elected at large.

ARTICLE IV – AMENDMENTS

SECTION 1

A. This Constitution can be amended at any stated meeting by a two-thirds vote of the Board of Directors provided a quorum is present or by email vote of two-thirds of the Board of Directors.  Proposed amendments may be suggested by any member in good standing at any stated meeting. The proposed amendment shall be referred to the Board of Directors for further study and action.

B. A quorum shall consist of fifty percent of the Board of Directors with a minimum of two officers.  One of the officers has to be the President or Executive Vice President. 

BY-LAWS

ARTICLE I – ADMINISTRATION

SECTION 1

The duly elected officers shall have the general supervision over the business of the Association.

SECTION 2
ANNUAL ELECTION MEETING:

The annual election meeting shall be held in May, June, or July.  Officers and new members shall be elected at this meeting and shall assume all position responsibilities prior to the next meeting.    

SECTION 3
STATED MEETINGS:

Stated or monthly meetings shall normally be held on the third Tuesday of each month, September through May, except when such date falls on a holiday or coincides with other adverse conditions such as flood, blizzard, etc…. The meetings then will be advanced to the following Tuesday or cancelled.


SECTION 4
CALLED MEETINGS:

Special meetings may be called at any time according to the discretion of the President, Executive Vice President, or upon request by 3 members of the Association. Notices of special meetings are to be emailed to the members by one of the officers of the Board of Directors.

SECTION 5
MINUTES:

The Secretary is responsible for recording and publishing the minutes of all Board of Director meetings.  In the absence of the Secretary, a designated board member will be responsible for recording the minutes. 

SECTION 6
COMMITTEES:

Special committees may be appointed by the President as needs indicate.  The members of the committee shall coordinate all meeting times and tasks to complete the intended purpose of the committee. 

SECTION 7

The order of business shall be as prescribed by Roberts Rules of Order revised.


ARTICLE II – ELECTION OF OFFICERS

SECTION 1

Officers and board members will be elected during the annual election meeting per the following schedule:

President – 2013 and every third year following 2013

Executive Vice President – 2013 and every third year following 2013
Vice President of Programs – 2012 and every third year following 2012
Treasurer - – 2012 and every third year following 2012
Vice President of Membership – 2011 and every third year following 2011
Secretary – 2011 and every third year following 2011

Elections for new board members will be held annually.

All terms of office are to be a three year duration.  Officers can hold the same position for a maximum of two full terms plus a partial term and are always eligible for other officer positions.  Vacancies during a term will be filled via special election, and the officer filling that vacancy will be up for reelection per the above schedule.

Officers will be elected by a majority vote of the board members.

Additional board members will be approved by a majority vote of the Board members during the annual election meeting or via email vote at any other time of the year.  In the event of the number of board members being exceeded, the Officers will hold a special election for final approval of all the Board members. 

Eligibility for the President position requires a minimum of one full term of service in a previously held officer position.   

Eligibility for any other officer position requires a minimum of one year on the Board of Directors unless the minimum time is waived by the remaining officers. 

Eligibility to be on the Board of Directors requires being a member of the Association in good standing.  

SECTION 2

Election of Officers will be by secret ballot when more than one person is nominated for the position.  If there is only one nomination, the person is elected upon approval of the motion to close the nominations for that position. 

SECTION 3

Nominations for additional members on the Board of Directors can be made from the floor of any meeting or by request to an existing Board member.


ARTICLE III – DUTIES OF OFFICERS

SECTION 1
PRESIDENT:

The President shall exercise a general supervision over the interest and welfare of the Association and perform the duties incident to the office.

EXECUTIVE VICE PRESIDENT:

The Executive Vice President will act as the Chairman of the Board of Directors.  The Executive Vice President will be responsible for organizing and conducting the Board of Director meetings and will assume the duties of President when absent.


SECTION 2
VICE PRESIDENT OF PROGRAMS:

The Vice President of Programs shall be responsible for all program arrangements and shall develop said programs in the line with the objectives of the Association and shall work with assigned board members to assure proper planning and execution of the objectives.

SECTION 3
VICE PRESIDENT OF MEMBERSHIP:

The Vice President of Membership shall plan and execute ways and means of increasing the membership and promotion of this Association and shall work with assigned board members to assure proper planning and execution of the objectives.

SECTION 4
SECRETARY:  Other job duties as defined by the job duties and tasks.

The Secretary shall attend and suitably record in permanent form the proceedings of all meetings of the Association. The secretary shall make any corrections to the By-Laws as approved by the Association and furnish each member with a copy of said By- Laws.  The Secretary shall work with assigned board members to assure proper planning and execution of the objectives.

SECTION 5
TREASURER:

The Treasurer shall keep a record of the membership financial records and other such records that are necessary to the business of the Association. The Treasurer shall collect all monies due the Association and keep a correct account thereof, and shall deposit such monies in the name of the Association. The Treasurer shall pay all bills and demands authorized by the office of the Association and shall render a true and complete report of the financial condition of the Association at the annual meeting. The books and accounts shall be at all times open to the officers of the Association. Upon resignation of the office, the Treasurer shall deliver to the successor all monies, records and property belonging to the Association. Such transfer is subject to approval by the Officers.  The Treasurer shall work with assigned board members to assure proper planning and execution of the objectives.

All officer positions, excluding the President, will have one or more assigned non-officer board members to support the position and assist with all tasks and responsibilities.  Each officer is responsible for documenting and maintaining the detailed list of those responsibilities.

SECTION 6
BOARD OF DIRECTORS:

The Board of Directors shall act as the governing body of the Association and shall have such powers as are necessary to carry out the general policies decided upon by the Board.

ARTICLE IV – DUES

SECTION 1

The amount of the dues shall be determined by the Board of Directors.

SECTION 2

Any person obtaining membership during the calendar year shall pay dues at the full annual rate during the period April 1 through December 30, and at one-half the annual rate during the period from January 1 through March 31.