General Powers. Except as otherwise provided by law, by the Articles of Incorporation of this Association, or by these Bylaws, the property, business, affairs, and operations of MADC, including the MADC Charitable Fund, shall be under the direction and control of the Executive Board of this Association (Also Known As “Board”). The Executive Board shall have general supervision of the affairs of the Association between meetings of the members of the Association , may fix the date, time and place of meetings, make recommendations to the members of the Association, and shall perform such other duties as are specified in these Bylaws. The Board shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the members of the Association.
Number and Qualifications of Directors. The Board shall consist of ten (10) members, five directors (Also Known As “MemberatLarge” and “elected directors”) elected by the members of MADC, and five ex officio
directors (Also Known As “Officers” and “Past President”), consisting of the persons who are the officers of MADC listed in Section 3.01 and 3.10a of these Bylaws from time to time and serving for the terms that they are officers, pursuant to Article Three of these Bylaws. The elected directors shall be subject to the same qualifications as apply to the officers of the Association, as set forth in Section 3.01 of these Bylaws. In addition, the Executive Board may by resolution adopt other qualifications applicable the elected directors; provided, that no such qualification shall be applied retroactively to disqualify any elected director who is then serving on the Executive Board.
Term of Office. Each elected director shall serve for a term of four (4) years, with such term expiring at the adjournment of the biennial regular meeting of the members of MADC in the appropriate year, or until his or her earlier death, disqualification, resignation or removal. The terms of the elected directors shall be staggered so that the terms of two of the elected directors shall expire together in one year, and the terms of the other three elected directors shall expire together two years later. The officers of MADC shall serve as ex officio directors for so long each of them is an officer.
Election. The successor for each elected director whose term is scheduled to expire shall be elected at the regular biennial meeting of the Association by the affirmative vote of a majority of voting members present at the meeting. The term of each elected director shall commence at the end of the Conference at which he or she is elected and shall end at the end of the biennial meeting of the members in the year his or her term is scheduled to expire.
Removal or Resignation of Elected Directors; Vacancies.
(a) Removal. An elected director may be removed at any time, with or without cause, upon the affirmative vote of twothirds (2/3) of the voting members of MADC at a special meeting called for that purpose (and to elect a successor, if necessary). The elected director whose removal is being considered may attend the meeting and make a statement to the members, but he or she may not otherwise participate, continue in attendance, or vote at such meeting. Any elected director, who fails to attend three consecutive meetings of the Executive Board without good cause, as determined by the Executive Board, shall be automatically removed from office.
(b) Resignation. Any elected director may resign at any time by giving written notice of his or her intention to resign to the Executive Board or to any officer of this Association. A resignation shall take effect at the later of the time specified in the written notice or the time when it is received on behalf of this Association. Unless otherwise specified in the written notice, the acceptance of a resignation shall not be necessary to make it effective.
(c) Vacancies. Upon the death, resignation, disqualification or removal of an elected director, the vacancy shall be filled in the same manner as for vacancies in any office, as set forth in Section 3.05 of these Bylaws.
Voting Rights. All directors shall have full and equal voting rights on all general business matters coming before the Executive Board.
Meetings. The Executive Board meetings shall be held quarterly, with dates agreed upon by the members of the Board. Announcement at a meeting of the Executive Board of the date, time and place of the next quarterly meeting of the Executive Board shall constitute notice of the next quarterly meeting.
Quorum and Manner of Acting. Except as otherwise provided by statue or by these Bylaws. Five out the total nine board members shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Executive Board present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of adjourned meeting need to be given. Proxies shall not be allowed or used.
Meetings by Electronic Communication. Members of the Executive Board may participate in a meeting through use of electronic conference communications equipment for all matters, except personnel, so long as all directors participating in such meeting can communicate with one another. Participation in such a meeting pursuant to this Section constitutes presence in person at such meeting.
Special Meetings. The President or three (3) members of the Executive Board may call a special meeting of the Executive Board no less than 48 hours before the start of said special meeting.
Notice of Meetings. Notice of each such special meeting shall be mailed to each director addressed to him or her at his or address as shown on the books of the Association, or be delivered personally or by telephone or facsimile or electronic transmission, not later than 48 hours before the day on which the meeting is to be held. Each such notice shall state the time, place and purpose of the meeting. Notice of any meeting of the Board need not be given to any director who shall be present at such meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all of the directors of this Association then in office shall be present thereat or waive such notice in writing before, at, or after such meeting.
Place of Meetings. The Executive Board may hold its meetings at such place or places, within or outside of the State of Minnesota, as it may from time to time determine. Unless otherwise stated in the notice of the meeting, all meetings of the Executive Board shall be held at the principal business office of the Association.
Organization of Meetings. At each meeting of the Executive Board called and held as provided herein, the President, or, in his or her absence, the Vice President, shall preside. If both the President and the Vice President are absent, the directors present for the meeting, if there is a quorum, shall elect a person to preside at the meeting. The Recording Secretary of this Association or such other person whom the presiding officer shall appoint shall act as secretary of the meeting.
Written Actions of Directors. Any action which the Executive Board could take at a meeting may be taken without a meeting when authorized by a written action signed by all of the directors; provided, that to the extent that the Articles of Incorporation of this Association, these Bylaws and applicable law so permit, any written action shall be effective when signed by a majority of all directors, provided that all directors are notified of the text of the written action prior to the signing by any of the directors. The written action is effective when signed by the required number of the directors, unless a different effective time is specified in the written action. All directors shall be notified of the effective date of any written action.
Extraordinary Actions. The Board may not take any extraordinary action (as hereinafter defined) unless such action is approved by the affirmative vote of at least two thirds (2/3) of the voting members present at an Association Conference. For the purposes of this Section, an “extraordinary action” means and includes: any amendment of this Association’s Articles of Incorporation or Bylaws; the sale or transfer of all substantially all of the Association’s assets; or the removal of members, directors, and/or officers; or dissolution of the Association.
Compensation; Reimbursement of Expenses. The officers, elected directors, and agents of this Association may be paid such reasonable compensation as their services rendered to this Association indicate, and shall be reimbursed for such reasonable expenses necessarily incurred by them in rendering services as the Executive Board may from time to time determine to be directly in furtherance of the purposes of, and in the best interests of, this Association, and as otherwise in accordance with policies adopted by the Executive Board from time to time.
MADC Charitable Fund. The authority and responsibility for the operations and affairs of the MADC Charitable Fund shall be exclusively with the Executive Board and the officers of MADC.
Chapters. MADC may have local chapters, as authorized and determined from time to time by the Executive Board. All policies relating to the authorization, recognition, governance, membership, finances, and operations of any chapter affiliated with MADC shall be exclusively within the authority of the Executive Board.