Bylaws of the Minnesota Ground Water Association
As revised January, 1999
Article I. Name
1. This Organization shall be known as the "Minnesota Ground
Water Association" hereinafter referred to as MGWA.
Article II. Objective and Purposes:
1. The primary objectives of the Association are:
(a) Promotion and encouragement of the scientific and public policy
aspects of ground water;
(b) Establishing a common forum for scientists, engineers, planners,
educators, attorneys, and other persons concerned with ground
water;
(c) Education of the general public regarding ground water resources;
(d) Dissemination of information on ground water through meetings
of the membership, newsletters, and participation in any other
activities not enumerated herein that are designed to encourage
the exchange of information relating to ground water resources.
2. The newsletter is the official publication of the MGWA.
Article III. Definitions:
1. The definitions used in these bylaws shall be as follows unless
the context requires otherwise:
(a) "Approved" or "approval by the Board"
shall mean a majority of Board members voting.
(b) "Quorum" shall mean those members in good standing
attending any publicized meeting of MGWA.
Article IV. Board of Directors of MGWA:
1. The Board of Directors shall consist of five elected officers
which are the President, President-Elect, Past-President, Secretary/Membership
Chairman, and Treasurer. Officers may serve more than one term.
2. The term of President shall have a duration of three years.
The first year of a President's term is served as President-Elect,
the second as President, and the third as Past-President. Terms
of Secretary/Membership Chair and Treasurer have a duration of
two years. Elections for President are held annually, elections
for Secretary/Membership Chair and Treasurer are held in alternate
years. Officers shall serve in their positions until the next
officer for the position is elected.
3. The President shall call and conduct meetings of the Board
and of MGWA, and shall be the primary operating officer of MGWA.
4. The President-Elect shall perform the presidential duties in
the absence of the President, and may be assigned other responsibilities
as directed by the Board.
5. The Secretary/Membership Chair shall keep and report the minutes
of the Board and of MGWA, shall keep and report to the Minnesota
Secretary of State any revisions or changes in the Articles of
Incorporation, shall keep a list of property belonging to MGWA,
and shall keep all books correspondence, and papers relating to
the business of the corporation (except those of the Treasurer).
The Secretary/Membership Chair shall also keep an active membership
list and shall keep a list of prospective members to be included
in subsequent mailings.
6. The Treasurer shall maintain the accounts of MGWA including:
all financial transactions, dues information, tax statements,
necessary reports to the IRS (both State and Federal), and funding
information, and shall present a financial report at each meeting
of the Board and of the Association.
7. All officers shall be responsible for such other duties as
the Board may prescribe.
8. Vacancies on the Board shall be filled as follows:
(a) President: The President-Elect shall become President should
the position be vacant.
(b) Other vacancies on the Board shall be filled by appointment
by the President with approval of the Board at its next regular
meeting. The appointment of the new officer shall be announced
in the next regular newsletter and the new officer will be introduced
at the next meeting of the MGWA.
(c) The term of appointed officer(s) shall be limited to the unexpired
term of the vacated position.
9. The regular business meetings of the Board may be attended
by any member in good standing.
10. Any officer may be removed from the Board by an affirmative
vote of the majority of directors present at an official meeting
of the Board. Notice of the proposed removal will be given to
members with the notice of the meeting. The officer involved will
be given an opportunity to be present and be heard at the meeting
at which his or her removal is considered.
Article V. Membership:
1. Membership shall be open to all persons who have an interest
in ground water resources.
2. Condition of membership shall be payment of annual dues prescribed
by the Board.
3. Membership is on a calendar year basis. The board may authorize
partial-year rates for members who join after June 30.
4. A member-in-good standing is one whose dues are paid for that
year.
5. There are two types of memberships: regular and student. Student
members may join for less than the price of a regular membership.
The Board may determine additional membership categories (e.g.
retiree or institutional categories) of which the required dues
payment differs from that for regular members.
6. Membership meetings shall be called, as deemed necessary by
the Board, but not less than once every 3 years.
Article VI. Election of Board:
1. The Board shall annually appoint a nomination committee to
prepare a slate of candidates for officers. The slate shall be
announced by electronic communication and in the fourth quarter
edition of the newsletter. Additional nominations from the membership,
may be made following announcement of the slate. Nominees must
agree to serve if elected. Elections of officers shall be by a
mail or electronic communication ballot completed before December
31. The outcome of the election shall be announced at the next
board meeting and in the next regular edition of the newsletter
following the election. Those candidates who receive a simple
majority of ballots for each position shall be declared elected.
Ties shall be decided by a majority vote of the Board. New Board
members shall take office at a subsequent meeting designated by
the Board, but no later than four(4) months after the election.
Article VII. Management and Finances:
1. The business and property of MGWA shall be managed by the Board,
which shall meet as often as it deems necessary for efficient
operation of MGWA, but at least once a year. The Board is empowered
to appoint from among the members of MGWA such committees as it
considers necessary to conduct any phases of MGWA business.
2. An Executive Committee shall consist of the Board and non-elected
officers including, but not limited to, the Newsletter Editor,
Advertising Manager, and Field Trip Coordinator. Non-elected officers
are volunteers who have been appointed by the Board. Non-elected
officers shall attend meetings of the Board, as needed, and may
vote on issues in the event of a tie vote by the Board.
(a) The Newsletter Editor shall coordinate and oversee preparation
of the newsletter.
(b) The Advertising Manager shall coordinate advertising in the
MGWA newsletter and the advertising of MGWA functions and activities.
(c) The Field Trip Coordinator shall oversee coordination of field
trips.
3. The operating funds of MGWA shall be derived from annual dues,
any residual funds arising from advertisements, sponsored meetings,
and from grants, contributions, and endowments.
4. The President and/or Treasurer are empowered to expend funds
of MGWA to an extent, and for purposes, approved by the Board.
5. The Board may contract for professional business management
assistance for services. Specific functions of and all actions
of such professional management assistance or services shall be
directed by and performed under the direction of the Board in
order that actions of the professional management always reflect
the goals of MGWA.
6. Any duality or conflict of interest on the part of any officer
or committee member of the MGWA shall be disclosed to the Executive
Committee, and made a matter of record through an annual disclosure
procedure and also when the interest becomes a matter of Committee
or Board action. Any officer or committee member having a duality
or conflict of interest shall not vote nor use his or her personal
influence on the matter, and she or he shall not be counted in
determining the quorum for the meeting. The minutes of the meeting
shall reflect that a disclosure was made, the abstention from
voting, and the quorum situation. Any new officer or committee
member will be advised of this policy upon entering the duties
of his or her position.
Article VIII. Affiliation:
1. Cooperation or affiliation with other organizations may be
arranged by the Board as deemed consistent with the objectives
and interests of MGWA.
Article IX. Amendments:
1. Proposed amendments to the bylaws may be made by petitions
to the Board signed by at least 10 percent of current members
in good standing.
2. After a valid petition is received by the Board, the Board
must present the proposed amendment(s) to the membership for approval.
The proposed amendment(s) shall be published in the next regular
edition of the newsletter and ballots shall be distributed to
all members within 90 days of publication to vote on the proposed
amendment. Ballots must be returned to MGWA within 30 days of
distribution to be counted.
3. The bylaws of MGWA shall be so amended if the proposed amendment
is approved by a majority of ballots cast by members of MGWA.
Article X. Nonprofit:
The Association shall not afford pecuniary gain, incidentally
or otherwise, to its members. No part of the net earnings of MGWA
shall inure to the benefit of, or be distributable to members.
officers, or other private persons except that MGWA shall be authorized
and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of its purposes
as an educational and scientific association. No substantial part
of the activities of the Association shall be involved in attempts
to influence legislation, and the Association shall not participate
in or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate
for public office.
Article XI. Operational Limitations:
Notwithstanding any other provision of these articles, the organization
shall not carry on any other activities not permitted to be carried
on (a) by an organization exempt from Federal of Minnesota Income
Tax under section 501(c)(3) of the Internal Revenue Code of 1954
(or the corresponding provision of any Minnesota or future United
States Internal Revenue Law) or (b) by an organization, contributions
to which are deductible under Section 170(c)(2) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future
United States Revenue Law).
Article XII. Merger or Dissolution Clause:
Upon the merger or dissolution of MGWA, the Board shall, after
paying or making provisions for the payment of all of the liabilities
of the organization, dispose of all of assets of the organization
exclusively for the purposes of the Association in such a manner,
or to such organization or organizations organized and operated
exclusively for charitable, educational, or scientific purposes
as shall at the time qualify as an exempt organization or organizations
under Section 501(c)(3) of the Internal Revenue Code of 1954 (or
the corresponding provision of any future Minnesota or future
Untied States Internal Revenue Law), as the Board shall determine.
Article XIII. Indemnification
In accordance with Minnesota Statutes Chapter 317A, directors,
officers, or agents who serve without compensation are not civilly
liable for acts or omissions if the act or omission was in good
faith, was within the scope of the person's responsibilities as
a director, officer or agent, and did not constitute willful or
reckless misconduct.
The MGWA shall, to the fullest extent permitted by Minnesota law,
indemnify a person made or threatened to be made a party to a
proceeding by reason of the former or present official capacity
of the person against judgements, penalties, fines, including
settlements, and reasonable expenses, including attorney's fees
and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, the person: a) has not been indemnified
by another organization for the same liability described in the
preceding paragraph with respect to the same acts or omissions;
b) acted in good faith; c) received no improper personal benefit
as a result of a conflict or duality of interest; d) in the case
of a criminal proceeding, did not have reasonable cause to believe
the conduct was unlawful; and e) reasonably believed that the
conduct was in the best interests of the MGWA. -end-