ARTICLE I - NAME

As set out in the Articles of Incorporation the name of this corporation shall be "MINNESOTA SENIOR FEDERATION." (MnSF) The Articles establish the organization as a nonprofit entity incorporated under the laws of the State of Minnesota that is organized exclusively for charitable, scientific and educational purposes. At all times, the organization shall operate to qualify for 501(c) (3) designation accorded by the US Internal Revenue Service.

ARTICLE II - OBJECT

As set out in the Articles of Incorporation the purpose of this corporation shall be to work toward positive social change through public policy advocacy and to provide consumer information and education and member benefits that enhance an independent, affordable and dignified life style for older Minnesotans.

ARTICLE III - MEMBERS

Section 1 - Members: Membership shall be open to any legal resident of the state of Minnesota. Membership is granted after receipt of a membership application and an annual financial contribution (a minimum amount for such contribution set by the Board of Directors).

Section 2 - Rights of Members: Each member shall be eligible to cast one vote in annual corporation elections or for other matters that may come to the attention of the membership. Voting privileges at any membership meeting of the corporation are afforded to all persons that are current in their membership contributions.

Section 3 - Other memberships: The Board shall have the authority to define and establish categories of nonvoting membership and affiliation. It shall also have the authority to suspend or deny membership to any individual or group that acts or speaks in a manner that conflict with the stated MnSF mission and vision.

ARTICLE IV - CONSTITUENT GROUPINGS

Section 1 - Groupings: Members shall be encouraged and permitted to unite into groupings or communities based upon geography, interest,  employment, or other special interests, and form into chapters, clubs, centers, regions or other organizations for the purposes of discussion, and information dissemination, and socializing. These groupings may elect officers and conduct business appropriate for the size and type of their organization. These formed groups shall register their existence with the Secretary of the Board, listing name, location(s), officers and mission. These groups, as entities, shall not have voting privileges.

Section 2 - Chapter/Club Affiliates:  Affiliation of established Chapter/Club shall be open to any Senior Center, social club, fraternal organization, or other group throughout the state of Minnesota that supports the mission and vision of and desires to affiliate with the Federation. The members of the groups are encouraged to become members of the federation but are not required to do so for the chapter to granted affiliation. Affiliates are encouraged to join in and support the grassroots advocacy work and other programs of the Federation.  These groups, as entities, shall not have voting privileges.

Section 3 - Fiscal Responsibilities of Groups: Constituent and affiliating groups directly participating in MnSF programs and activities shall be part of the governance and fiscal structure of the MnSF Corporation and shall be subject to MnSF annual audits and other policy and operational procedures and requirements as adopted by the Board of Directors. In such capacity, constituents and affiliating groups shall not bring in any MnSF related revenues or expenditures outside of MnSF without prior notice to MnSF. All such related revenues shall be recorded and held as MnSF assets and related disbursements made there from. Groups are required to submit detailed annual budgets and their accounting there of. The election or appointment of a group's treasurer and/or others handling monies at the group level, will be registered with the secretary of the Board of Directors for bonding purposes. Other fiscal and/or operational relationships will be detailed in the Financial Policies Manual of the corporation approved by the Board of Directors.  

Section 4 - Representation of the Advisory Council: Groups that combine to form larger levels of organization (for example - into Regions) shall be permitted to elect or appoint two (2) representatives to the Advisory Council of the corporation. Representation on the advisory council shall be at the discretion of the Board upon receiving a petitioned request for participation from the group. No member of the Board of Directors shall concurrently serve on the Advisory Council. Any existing MnSF region at the time these bylaws become effective shall be permitted representation on the Advisory Council.

ARTICLE V - ADVISORY COUNCIL

An Advisory Council shall be formed from members of the constituent groups across the state. The purpose of the Council will be to inform and advise the Board of Directors on matters of importance to the membership. It shall also provide a communication pathway to and from geographically diverse or special interest constituent groups. The Council shall meet not less than quarterly and shall hold its meeting prior to scheduled Board meetings. The Council shall elect its own leadership and their representatives to the Board of Directors.  At the discretion of the Chair of the Board, the Council representatives shall be granted voice, but no vote, at Board of Directors meetings.  Members of the Advisory Council shall receive no compensation or perquisites other than reasonable expenses.

ARTICLE VI - BOARD OF DIRECTORS

Section 1 - Responsibilities: The Board of Directors is the governing body of this corporation and is responsible for overall governance, policy and direction of the corporation. The Board shall elect from its members, the Chair who shall also be the President, Vice-Chair, Secretary and Treasurer of the corporation to serve for the ensuing year(s). The Board shall delegate the responsibility of day-to-day operations to the Executive Director. The Board shall receive no compensation or perquisites other than reasonable expenses.

Section 2 - Size and make-up of the Board: The Board shall have not more than thirteen (13), but not fewer than seven (7) members. At least seven (7) Board members shall be elected from the membership of the corporation. Four (4) of these seven shall be elected from the general membership without regard to residential location (here-in referred to as "at-large.") Three (3) of these seven must be representative of and reside in greater Minnesota outside of the seven county metropolitan area of Minneapolis/St. Paul (herein referred to as "out-state"). This ratio of members must be maintained in all times if practical.

Between annual meetings additional members to the Board that may be necessary for operation, shall be nominated and elected by the members of the current Board, and shall serve until the next annual meeting of the corporation, at which time they shall be subject to re-election by the corporation's membership. Additional members of the Board may not be required to become members of the corporation. The Executive Director shall be an ex-officio member of the Board having voice but no vote.

Section 3 - Election to the Board: New Directors and/or current Directors shall be elected or re-elected by ballot of the voting members present at the corporation's annual meeting and elected by a majority of votes cast. A Board-appointed Nominating Committee shall be responsible for nominating a slate of prospective Board members representing the corporation's diverse constituency, and consistent with the provisions of Section 2 above. Profiles of the candidates shall be available for review by the attendees of the annual meeting prior to the election. In addition, any member may nominate a candidate to the slate of nominees, providing the nominee agrees to such nomination in advance and that a profile has been distributed prior to the election. In cases where the nominated slate of candidates is unopposed, a voice-vote of acclamation shall be permitted for election.

Section 4 - Terms of office: Board members shall serve a three-year term of office. Board members are eligible for re-election to a second term for a total of six (6) consecutive years of service. No member shall serve on the Board for more than a total of three terms or nine (9) years overall. Once a Board member has served two consecutive terms, a third term cannot continue until there has been a period of at least one (1) term off the Board. 

Section 5 - 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 written or electronic notice and agenda at least two (2) weeks in advance. A quorum shall be achieved with the presence or participation of at least sixty percent (60%) of Board members at a duly called meeting. Participation in a meeting may occur through any electronic means as allowed by State law.

Section 6 - Special meetings: Special meetings of the Board may be called at the request of the chair, or one-third of the current Board members. Notices of special meetings and their purpose shall be sent out by the Secretary to each Board member at least two (2) weeks in advance of the meeting date.

Section 7 - Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary. Any Board member may be terminated from the Board due to excess absences (more than three (3) unexcused absences from Board meetings in a year). Any Board member may be removed by a three-fourths (3/4) vote of the remaining Directors.

Section 8 - Vacancies: Once the elected Board is seated, should a vacancy on the Board exist, the Board Chair shall appoint a replacement to fill the vacant position until the next annual meeting, when an election will be held. If the vacancy is one of the four (4) elected officers, the Board shall elect the replacement from its current membership.

Section 9 - Hiring of Executive Director: The Board of Directors shall hire the Executive Director, annually review his/her effectiveness and terminate the employment of that person if necessary. The hiring or termination of the Executive Director shall require a three-fourths (3/4) majority vote of the Board.

ARTICLE VII - OFFICERS

There shall be four (4) officers of the corporation elected annually by the Board, consisting of the Chair of the Board and President, Vice-Chair, Secretary and Treasurer

The duties of the officers shall be as follows:

Section 1 - Chair and President: The Chair of the Board shall be a member of the Minnesota Senior Federation and shall serve as President of the Corporation. The Chair shall convene and preside over all meetings of the corporation's Directors, Executive Committee, and membership meetings. The Chair shall appoint all committees and their chairs, as required for the proper functioning of the corporation and the execution of its purpose.

Section 2 - Vice-Chair: In the absence or incapacity of the Chair, the Vice-Chair will assume all the duties of the Chair. The Vice-Chair shall chair the Personnel Committee and such other committees on special subjects as designated by the Board Chair.

Section 3 - Secretary: The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, distribution of meeting announcements,  minutes and the agenda to each Board member, and assuring that required corporate records are maintained. The Secretary shall be the chair of the Nominating Committee.

Section 4 - Treasurer: The Treasurer shall provide for a financial report at each Board meeting. The treasurer shall chair the Finance Committee, and assist the Executive Director in providing for the formal annual audit of the finances of the corporation, the preparation of the annual budget, the development of annual fundraising plans and making financial information available to Board members, the membership and the public.

ARTICLE VIII - MEMBERSHIP MEETINGS

Section 1 - Annual Meeting: The annual meeting shall take place in the third quarter of the calendar year, the specific date, time and location of which will be determined by the Chair of the Board. At the annual meeting, corporation members shall elect Directors (as required), receive reports on the financial position and activities of the association, and voice opinion on the direction and public policy initiatives of the association for the ensuing year.

Section 2 - Special meetings: Special meetings of the membership may be called by the Board Chair, the Executive Committee, or on request of a majority of the Board of Directors. A petition signed by fifty (50) voting members of the corporation may also request a special meeting.

Section 3 - Notice of meetings: Notice of all meetings shall be given to voting members by mail, publication, or electronic means not less than thirty (30) days prior to the meeting. Notice of any special meeting shall state the purpose of the meeting.

Section 4 - Quorum. The members present at any properly announced meeting shall constitute a quorum.

Section 5 - Voting. All issues to be resolved shall be decided by majority vote of those present and voting at the meeting in which the vote takes place, unless otherwise specified in these bylaws.

ARTICLE IX - COMMITTEES

Section I - Committee formation: Any committee necessary for the proper functioning of this corporation shall be appointed by the Chair of the Board, who shall also name the chairs/co-chairs of all committees. The Board Chair and Executive Director shall be ex-officio members of all committees of the corporation.

Section 2 - Standing Committees: There shall be four (4) standing committees:

a. Executive Committee - The four officers serve as the Executive Committee and chaired by the President. Except for the power to amend the Articles of Incorporation and the bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full Board. The annual performance review of the Executive Director shall be the responsibility of the Executive Committee.

b. Nominating Committee - The Secretary shall be the chair of the Nominating Committee. Such committee shall be comprised of at a minimum, one additional member of the Board, one member of the corporation who is not a Board member. A member of the community who is not a member of the corporation may also serve on the committee to represent a more diverse recruitment process. The duties of the committee shall be to solicit and recruit potential Board members as needed to fill vacancies on the Board. The committee shall present a slate of candidates at the annual meeting for election to the Board.

c. Finance Committee - The Treasurer is the chair of the Finance Committee which shall include at a minimum two (2) other Board members. The Finance Committee, in conjunction with the Executive Director is responsible for developing and reviewing fiscal procedures, fundraising plans, and presenting the annual budget to the Board. The Board must approve the annual budget and all expenditures must be within budget. Any change exceeding 10% of the total (revenue or expense portion) of the budget must be approved by the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing revenues, expenses and financial position. The annual financial records of the corporation are public information and shall be available to the membership, and the public upon request.

d. Personnel Committee - The Vice-Chair shall be the chair of the Personnel Committee which shall include at a minimum two (2) other Board members. The committee, in conjunction with the Executive Director, shall develop and recommend for Board approval a Personnel/Employee Policy Manual and staff compensation schedules. It may also assist the Executive Director as s/he requests, in development of corporation structure, positions and policies to enhance the corporation's capacity.  It shall also, at the request of the Board Chair, recruit/interview persons for the position of Executive Director. 

Section 3 - Functional Committees: - The Chair shall, in conjunction and consultation with the Executive Director, appoint, monitor and discharge any committees that may be necessary for the efficient and effective operation of the corporation. Such committees may be established and charged with responsibilities for functions such as:  financial audit, fund & resource development, public policy, marketing/public relations, membership, programs, etc.

ARTICLE X - EXECUTIVE DIRECTOR

Section 1 - Responsibilities: The Executive Director shall be responsible for the day-to-day administration and operations of the corporation and be accountable to the Board of Directors. The Executive Director shall direct and have hire/termination authority over the staff and all other matters that are necessary to conduct the business of the corporation. The Board may establish such limits of authority for the Executive Director as it deems fit and proper. The Executive Director shall be an ex-officio member (without vote) of the Board of Directors, attend all Board meetings, and shall provide periodic written summaries of the corporation's activities, financial status, staffing and concerns to the Board at intervals requested by the Board Chair. The Executive Director shall be responsible for submitting to the Board of Directors an annual budget, plans for program activities, staffing requirements and assignments, compensation plan for staff and policy recommendations to enhance the function and performance of the corporation.

Section 2 - Employment/Review/ Resignation/ Termination: The Executive Director shall be hired under an employment contact signed by the Chair and the Executive Director. Resignation or termination shall require not-less-than sixty (60) day notice, except in cases where a mutually beneficial earlier date may be negotiated.

Section 3 - Compensation: Annual compensation and other benefits for the Executive Director shall be determined by the Board of Directors and paid out according to the terms of the employment contract.

Section 4 - Performance reviews: Written, confidential performance reviews of the Executive Director shall be conducted by the Board's Executive Committee annually or as defined in the employment contract. The Executive Director shall have the right-of-appeal to the entire Board should any disagreement arise as a result of said review. 

ARTICLE XI - PARLIAMENTARY AUTHORITY

Roberts Rules of Order (most recent revision) as interpreted by the individual presiding over the meeting shall govern meeting procedures not specified in these bylaws.

ARTICLE XII - AMENDMENT OF BYLAWS

These bylaws may be amended at the annual membership meeting of the corporation by a two-thirds (2/3) vote of the members present and voting, provided that the amendment has been submitted in writing to the Board of Directors for approval of form and substance, and due notice of the changes to be made given to the membership prior to any vote. No additional proposed amendments to the bylaws shall be introduced from the meeting floor. The accepted amended bylaws shall take effect on the first day of the month following the meeting at which they were approved.

ARTICLE XIII - DISSOLUTION

If the corporation desires to dissolve it shall be in accordance with provisions stated in the  Articles of Incorporation.