ARTICLE I
NAME AND AUTHORITY
The name of this corporation shall be the Red Wing Wildlife league organized as a non-profit corporation pursuant to the Minnesota Non-Profit Corporation Act, Minnesota Statutes Chapter 317A. In the absence of specific provisions under these by-laws, the provisions of Minnesota Statutes Chapter 317A will apply.
ARTICLE II
OFFICES
1. PLACE: The registered office of the corporation shall be as set forth in the Articles of Incorporation of this corporation as amended. Other offices may be maintained by the Corporation at any other place or places which the directors may designate.
2. MAINTENANCE OF RECORDS: The original books and records of this corporation shall be maintained at the registered office of this corporation or in the possession of the Secretary. Said books and records shall be available for examination on such reasonable terms and conditions as the directors may from time to time impose.
ARTICLE III
MEMBERSHIP
1. ELIGIBILITY: Any natural person maintaining a residence within or who is a past resident of Trenton Township; Isabella Township; and the Village of Bay City in Pierce County, Wisconsin; Wacouta Township; Featherstone Township; Hay Creek Township; Welch Township; Vasa Township; and the corporate limits of the City of Red Wing in Goodhue County, Minnesota is eligible to be a member of the corporation. Membership shall be available on a voluntary basis without any social, political, racial or religious discrimination and without any discrimination on the basis of age, sex, or marital status.
2. DUES: The board may require membership dues in an amount not to exceed Fifty Dollars ($50.00) per year.
3. MEETINGS:
A. Open Meetings: All meetings of the board of directors and any committees of the board shall be open to any member, except that any meeting may be closed upon a majority vote of the directors present and voting.
B. Annual Meetings: There shall be held at least one Annual Meeting of the full membership during each calendar year at a time and place set by the board of directors to be held prior to April I of each year. At such time reports of the activities of the Corporation shall be presented by the officers to the members, and other membership business transacted.
4. VOTING: Members shall have voting rights.
5. PROPERTY RIGHTS: No member shall have any right, title, or interest in or to any property of this corporation.
ARTICLE IV
BOARD OF DIRECTORS
1. GENERAL POWERS: The business and property of the corporation shall be managed and controlled by its board of directors. The directors may exercise all such powers and do all such things as may be exercised or done by the corporation, subject to the provisions of the Articles of Incorporation, these By-laws and applicable law. Directors shall receive no compensation for their services as directors, but this shall not restrict reimbursement for reasonable expenses incurred by a director. A director shall discharge the duties of the position in good faith, in a manner which the director reasonably believes to be in the best interest of the corporation. and with the care an ordinarily prudent person in a like position would exercise in similar circumstances.
2. TENURE AND QUALIFICATION:
A. Number: The board of directors shall consist of twelve (12) members elected at the annual meeting of the corporation. The board of directors shall determine the number of board vacancies to be filled by election prior to the annual meeting at which they are elected.
B. Tenure: Directors shall serve for three (3) year terms with one- fourth of the directors to be elected annually. Initially director terms shall be staggered to achieve continuity.
C. Qualifications: The members of the board of directors shall be elected at large by the members of the corporation. A director must be a member of the corporation.
3. SELECTION OF DIRECTORS. VACANCIES:
A. Selection: The board of directors shall be selected by majority vote of all members voting. Cumulative voting shall not be permitted. Each member shall have one vote for each director to be elected.
B. Election Procedures: The President shall appoint a nominating committee and designate a chairperson. This committee shall place in nomination one {l) or more candidates for each director's seat under consideration. All candidates nominated for consideration for membership on the board shall make available information concerning their residency and qualifications to the members at the time of meeting for election.
C. Resignation: Any director of this corporation may resign at any time by giving written notice to the President and to the Secretary of this corporation. The resignation of any director shall take effect at the time, if any, specified therein or, if no time is specified therein, upon receipt thereof by the officers of this corporation to whom such written notice ls given; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
D. Vacancies: Vacancies on the board of directors shall be filled by persons appointed by means of a majority vote of the board in accordance with the requirements of Article IV, Section 2. Such appointed director shall fill the unexpired portion of that director's term.
4. MEETINGS OF THE BOARD OF DIRECTORS:
A. Regular Meetings: Regular meetings of the board of directors shall be held as called by the President or at such time and place as may be fixed by resolution of the board.
B. Special Meetings: Special meetings may be called by the President or Vice President or by the Secretary on the request of one-third (1/3) of the directors.
C. Notice: Notice of any regular or special meeting of the board shall be given at least twenty-four (24) hours in advance of the meeting by the President or Vice President by mail, telephone, telegraph, or in person. Required notice of any meeting of the board may be waived by any director in writing before, at or after a meeting. Appearance at any meeting by any director shall be deemed a waiver of such required notice.
5. QUORUM ANO VOTING:
A. Voting: Passage of a motion or resolution shall require a vote of a majority of the directors present at the meeting, unless otherwise provided in the By-laws. Any action which might be taken at any board meeting or any duly constituted committee thereof may be taken without a meeting if authorized in writing by all board or committee members.
B. Quorum: Except as otherwise provided in these By-1aws 1 a quorum for the transaction of business shall consist of seven (7) members of the board. If a quorum is not present, a majority of the director’s present may adjourn the meeting from time to time without further notice. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment even though the withdrawal of directors originally present leaves less than the proportion of number otherwise required for a quorum.
6. REMOVAL OF DIRECTORS: Any director may be removed from office, with or without cause, by a majority vote of the entire membership of the board at a regular or special meeting of the board called for that purpose; but with1 due notification of such action and the right to be heard thereon.
7. COMMITTEES: The board of directors may appoint such standing committees composed of interested directors or members and delegate to such committees such powers and responsibilities as it from time to time deems appropriate. The President shall appoint a committee head or co-heads to facilitate the operations of the standing committees.
8. ACTION IN WRITING: Any action which must be taken at a meeting of the board of directors or of a lawfully constituted committee thereof may be taken without a meeting if such action is taken in writing and signed by all of the directors, or officers then in office or by all of the members of such committees, as the case may be, unless prohibited by these By- 1aws.
9. PROXIES: Proxies shall not be allowed or used.
ARTICLE V
OFFICERS
1. ELECTION AND OFFICE: The officers of the corporation shall consist of the President, Vice President, Secretary, Treasurer, and such other officers as may from time to time be elected by the board. No person shall hold two offices at the one time; however the offices of Secretary and Treasurer may be combined if the board so decides. Except as provided in these By-laws, the board of directors shall fix the powers, duties and compensation of all officers.
2. ELECTION TERM OF OFFICE AND OUALIFICATIONS: The officers shall be elected annually at the annual meeting by the board from among the members of the board. The officers shall serve for one (I) year or until their successors shall have been elected or until their earlier resignation or removal from office.
3. RESIGNATIONS: Any officer may resign at any time by giving written notice of his or her resignation to the board of directors, to the President 1 or to the Secretary of this corporation. Any such resignation shall take effect at the time specified therein or} if no time is specified therein, upon receipt thereof by the board of directors or the officer of this corporation to whom such written notice is given; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4. REMOVAL AND VACANCIES: Any officer may be removed from office at any time by the vote of a majority of the entire membership of the board, with or without cause, but with due notification of such action and the right to be heard thereon. If there is a vacancy among the officers of the corporation by reason of death, resignation or otherwise such vacancy shall be filled for the unexpired term by the board at a regular meeting or a special meeting called for that purpose.
5. PRESIDENT: The President shall be the chief executive officer of the corp9ration and, subject to the advice and consent of the board of directors, shall supervise and control all the business and affairs of the corporation. The President shall preside at all meetings of the directors, and shall see that all orders and resolutions of the directors are carried into effect.
The President shall execute all deeds, bonds, mortgages, contracts, and other instruments which the board of directors has authorized to be executed, except where such functions have been expressly delegated to the board of directors, or by law, to some other officer or agent of the corporation. The President shall appoint, and shall be an ex-officio member of all standing committees and shall have the general powers and duties of the supervision and management vested in the office of President of a corporation.
6. VICE PRESIDENT: The Vice President shall have such powers and shall perform such duties as may be prescribed by the board of directors or by the President. ln the event of absence or disability of the President, the Vice President shall succeed to the President's powers and duties.
7. SECRETARY: The Secretary shall be responsible for preparing the Minutes of the meetings of the members and directors and retain them in one or more books provided for that purpose and shall see that all notices are given in accordance with the provisions of these By-laws or as otherwise required by law. The Secretary shall be the custodian of the corporate records and other documents of the corporation, shall keep a register of the post office address of each member and director, identifying his or her respective term, and, in general, shall perform all of the duties as may from time to time be assigned to said person by the board of directors.
8. TREASURER: The Treasurer shall have the custody of all of the corporation funds and securities, shall keep full and accurate accounts, receipts, and disbursements, shall deposit funds of the corporation in such name or names as shall be designated by the directors and shall render to the President and the directors, whenever the directors may reasonably require, an account of a11 the transactions of the Treasurer and of the financial condition of the corporation.
All checks of the corporation shall be signed by the Treasurer, or such other officer or agent as may from time to time be designated by resolution of the board of directors. All promissory notes or other instruments of liability of the corporation shall be signed by the President and the Treasurer.;
ARTICLE VI
SEAL, BOOKS, AND RECORDS, DEBT LIMIT, FISCAL YEAR
1. SEAL: The corporation shall not have a seal.
2. BOOKS ANO RECORDS: The board shall keep or shall cause to be kept complete books of account and minutes of meetings of the board of directors and all co11111ittees, and such additional records and books of account as the board deems necessary for the conduct of the activities of the corporation.
3. DEBT LIMIT: The highest amount of indebtedness or liability to which this corporation shall at any time be subject shall be the sum of twenty-five thousand dollars ($25,000.00).
4. FISCAL YEAR: The fiscal year of the corporation shall end each year on December 31.
ARTICLE VII
MISCELLANEOUS
1. INDEMNIFICATION: The corporation, acting through its board of directors or as otherwise provided in these By-laws, shall as fully as may be permitted from time to time by statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of the law, indemnify each officer of the corporation against the expense of any action to which he/she was or is a party or is threatened to be made a party by reason of the fact that he/she is or was an officer of the corporation. Any provision in these By-laws which would prevent such indemnification to the full extent permitted by law as it may from time to time be expanded by statute, decision of court of otherwise, shall be deemed amended to conform to such expanded right of indemnification without formal action by the board of directors.
2. AMENDMENTS TO BY-LAWS: These By-laws may be amended or altered from time to time by a three-fourths (3/4) vote of the directors present at any duly called and constituted meeting of the board.
3. AMENDMENTS TO ARTICLES OF INCORPORATION: The Articles of Incorporation may be amended or altered from time to time by a three-fourths (3/4) vote of the directors present at any duly called and constituted meeting of the board. After such approval the proposed change shall be submitted to the members of the corporation for approval. A majority of the members present and voting shall be necessary for such proposed amendment to be approved.
4. RULES OF ORDER: All meetings of the members or directors shall be conducted pursuant to Robert's Rules of Order.
