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Current COMPAS By Laws
-- Anonymous, December 03, 1998
AMENDED AND RESTATED BYLAWS OF COMPAS, INC. EFFECTIVE JANUARY 6, 1994
ARTICLE I Purpose
Section 1.1. This Corporation has been created to determine the unfulfilled cultural needs in the State of Minnesota and to provide or assist others in providing programs designated to meet those cultural needs.
ARTICLE II Members
Section 2.1. The Articles of Incorporation provide that the directors of the corporation shall be the only members of the corporation. Accordingly, the qualifications of members shall be those of directors, and the number of members shall be limited to the number of persons who shall, from time to time, comprise the Board of Directors as provided in Section 3.1 hereof.
Section 2.2. No member shall have any right, title, or interest in or to any of the property or assets of the corporation and, in accordance with the Articles of Incorporation, members shall have voting rights only as directors.
Section 2.3. Since the directors are the only members of the corporation and have voting rights only as directors and not as members, there shall be no meetings of the members as such.
ARTICLE III Board of Directors
Section 3.1. There shall not be fewer than eleven (11) nor more than thirty (30) directors as determined from time to time by the affirmative vote of a majority of the Board of Directors. The Board of Directors may elect two people to share the responsibilities of one term of office, however no more than three such positions may exist at any given time.
Section 3.2. The terms of office of the directors shall be of such duration that approximately one- third of the total number of directors shall be elected at each annual meeting of the Board of Directors. To this end, the term of office of each director shall be three years, except as otherwise provided in the Articles of Incorporation with respect to certain of the first directors and except to the extent that by virtue of an increase or a decrease in the size of the Board of Directors, terms of one or two years' duration shall be necessary to assure that approximately one- third of the total number of directors of the corporation are elected at each annual meeting of the Board. In all events, each director shall hold office until the annual meeting of the Board of Directors in the year in which his term of office expires and until his successor is elected and qualifies, subject to his earlier disqualification, death, resignation or removal. No person shall be eligible for election for more than two consecutive three-year terms, except that if a director is elected President in the sixth year of membership, that director may also be nominated and, if elected, serve as President for a seventh year of Board membership. Persons elected because of a vacancy to fill the unexpired term of a director shall be eligible for election as a director for an additional two consecutive three-year terms. A person may again be elected as a director after at least one year has passed since such person last held office.
Section 3.3. This corporation shall act only through its Board of Directors.
Section 3.4. Each director shall have one vote in the government of the corporate affairs. No more than one of the two persons sharing a term of office as provided in Section 3.1. hereof may vote at any time. No employee of this corporation shall be eligible for election to the Board of Directors and no director shall be entitled to compensation for his/her services as a director.
Section 3.5. The Board of Directors shall have all of the usual powers of directors of a business corporation in the immediate government and direction of the affairs of this corporation. They shall make all rules and regulations which they deem necessary or proper for the government of this corporation, and for the due and orderly conduct of its affairs and the management of its property not inconsistent with its Articles of Incorporation and these Bylaws.
Section 3.6. The Board of Directors may elect individuals to serve as ex officio members of the Board of Directors. Such ex officio members may attend and participate in all Board of Directors' and committee meetings of this corporation, but such ex officio members may not exercise voting privileges of regular members of the Board of Directors.
Section 3.7. Ex officio members shall be of two classifications: (a) Past officers and/or past members of the Board of Directors of this corporation who have completed their terms but whose continued participation is desired and advantageous to this corporation; and
(b) Individuals who share the missions and goals of this corporation but whose professional positions do not allow full participation as voting members of the Board of Directors.
ARTICLE IV Meetings
Section 4.1. Meetings may be held at any place designated in the call of the meeting.
Section 4.2. The annual meeting of the Board of Directors for the election of directors and officers and for the transaction of such other business as may properly come before the meeting shall be held at such place and at such time as shall from time to time be determined by the Board of Directors.
Section 4.3. Regular meetings of the Board of Directors shall be held at the registered office of this corporation or at such other place and at such time as shall from time to time be determined by the Board of Directors.
Section 4.4. Special meetings of the Board of Directors may be called by the President or by any three Directors or in any manner prescribed by law.
Section 4.5. Except as otherwise provided herein, written notice of each meeting of the Board of Directors, stating the time and place thereof and, in the case of a special meeting, the purpose thereof, shall be given not less than three (3) working days in advance to each member.
Section 4.6. Any director may make written waiver of notice of any meeting, before, at, or after the meeting. Appearance at a meeting is deemed a waiver of notice thereof unless it is solely for the purpose of asserting the irregularity of the meeting.
Section 4.7. Ten board members, or one-half of the total number of Directors, whichever is the lesser number, shall constitute a quorum for all purposes unless the representation of a larger number is required by law or herein, in which case the representation of the number so required shall constitute a quorum. If a quorum has been present at a meeting and some directors have withdrawn from the meeting so that fewer than a quorum remain, the directors remaining may continue to transact business until adjournment.
Section 4.8. At all meetings, each director shall have one vote. Proxies shall not be permitted at meetings of the Board of Directors. There shall be no cumulative voting. Unless otherwise provided by law or herein, a majority of the votes cast shall govern in every election and matter voted upon.
Section 4.9. Any action that could be taken by a meeting of the directors may be taken without a meeting when authorized in writing signed by all of the directors.
ARTICLE V Officers
Section 5.1. At the annual meeting, the directors shall elect a President, a Secretary and a Treasurer, and any other officers, including one or more Vice Presidents. The terms of office of the President, Vice President, Secretary and Treasurer shall be for one year. Any person may be re-elected for an additional term or terms. No person may hold the offices of President and Vice President or President and Secretary or President and Treasurer at the same time, but any person may hold any other two offices at the same time. All officers shall be elected from the Board of Directors. These officers shall hold office until the next annual election of officers and until their successors are duly elected and qualified and accept. Any vacancy in office shall be filled by the Board of Directors as soon as possible.
Section 5.2. The President shall preside at all meetings of the directors. He/she shall be the chief executive officer of this corporation; while the directors or the executive committee are not in session, he/she shall have the general management and control of the business and affairs of this corporation; and he/she shall generally do and perform all acts incident to the office of President or which are authorized or required by law.
Section 5.3. Each Vice President shall have such designation and such powers and shall perform such duties as may be assigned to him/her by resolution of the Board. The members may designate one of such Vice Presidents to be Executive Vice President, and in the event of such designation, the duties of the office of the President, in case of the absence or disability of the President, shall be performed by the Executive Vice President. The Executive Vice President shall also perform such other duties as may be assigned to him/her by resolution of the Board.
In the case of the absence or disability of the President and the Executive Vice President, or if no Vice President be designated as Executive Vice President, the duties of the office of President shall be performed by such of the Vice Presidents as the Board may by resolution prescribe and in such order or priority as may be established by them.
Section 5.4. The Secretary shall keep the minutes of all meetings of the Board of Directors and shall attest the same by his/her signature. He/she shall attend to the giving and serving of all notices of this corporation, he/she shall keep and have charge of such other books and papers of this corporation as the Board may direct, and in general, he/she shall perform all duties incident to the office of Secretary, subject to the control of the Board.
Section 5.5. The Treasurer shall keep full and accurate account of the receipts and disbursements and books belonging to this corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of this corporation in such depositories as may be designated by the directors, shall take such action necessary and proper for the collection and payment of obligations on behalf of this corporation, and in general, shall perform all duties incident to the office of Treasurer, subject to the control of the Board. The accounts of the Treasurer shall be audited annually by an independent accountant appointed by the Board of Directors at the end of each fiscal year. The duties of the Treasurer may be delegated to such person(s) as the Board, by resolution, may direct.
Section 5.6. The signature of the President or a Vice President, together with the signature of the Secretary or Treasurer, shall be required to transfer title to any and all interests of the corporation in any property; provided, however, that the Board may, by resolution, provide that title to any interest in property having market value of not more than $500 may be transferred by signature of any one of the designated officers or the Executive Director.
Section 5.7. All officers shall be subject to removal at any time by the affirmative vote of the majority of the Board of Directors. Vacancies occurring because of death, resignation, removal or any other reason may be filled by the Board at any meeting.
Section 5.8. The Board of Directors shall be empowered to appoint such subordinate officers, employees or agents as may be necessary in their judgment for the conduct of the business of this corporation, and may designate their title and compensation, if any. To this end, this corporation may engage an Executive Director who shall formulate and carry out policies submitted by said Director and approved by the Board of Directors and, subject to the Board of Directors' approval, enter into all contracts required for the conduct of the business of this corporation.
ARTICLE VI Committees
Section 6.1. The corporation shall establish the following standing committees:
(a) Executive Committee - This committee shall be chaired by the President of this corporation and shall consist of all other officers of this corporation, the chairpersons of all other standing committees and the immediate past president of this corporation. The Board may appoint up to an additional two (2) persons to the committee. The Executive Committee may exercise the powers of the Board of Directors in the interval between meetings of the full Board of Directors, except that it shall not reverse any action of the Board of Directors or amend these Bylaws or the Articles of Incorporation of this corporation.
(b) Nominating Committee - This committee shall consist of not less than three (3) members. The responsibilities of the committee shall include:
(i) To recommend to the Board of Directors individuals to fill vacancies on the Board of Directors;
(ii) To present to the Board of Directors at its annual meeting a slate of officers for the following year;
(iii) To recommend to the Board of Directors individuals to fill vacancies occurring in officer positions; and
(iv) To recommend to the Board ex officio members of the Board of Directors.
(c) Personnel Committee - This committee shall consist of not less than three (3) members. The responsibilities of the committee shall include:
(i) To recommend to the Board of Directors the employment, evaluation and termination of the Executive Director who, in turn, shall be responsible for hiring of the staff;
(ii) To review personnel policies and to make recommendations to the Board of Directors on any revisions necessary;
(iii) To develop a compensation plan for employees of the corporation; and
(iv) To hear any dispute or grievance of any employee which has not been resolved through discussion with the immediate supervisor or the Executive Director and to make a recommendation to the Board of Directors on such matters.
(d) Budget and Finance Committee - This committee shall consist of not less than three (3) members. The responsibilities of the committee shall include:
(i) To oversee and monitor the fiscal operations of the organization;
(ii) To develop an annual budget for recommendation to the Board; and
(iii) To develop a funding plan for this corporation and to monitor the implementation of the plan.
(e) Development Committee - This committee shall consist of not less than three (3) members. The responsibilities of the committee shall include:
(i) To develop, plan and implement all fundraising efforts of the corporation; and
(ii) To develop and implement special projects and events in order to enhance corporate visibility and image and community relations and in order to increase revenues and contributions.
Section 6.2. The Board of Directors of this corporation shall appoint the members of all standing committees for one (1) year terms. The President shall select the chairperson of each of the standing committees from the members of that committee appointed by the Board of Directors.
Section 6.3. The Board of Directors may create from time to time such committees as it may see fit and may designate the duties and powers of such committees; provided, however, that no such committee shall be given authority to amend the Articles of Incorporation or to amend the Bylaws of this corporation. Persons serving on a standing committee shall be members or ex officio members of the Board of Directors. Any committee which is not a standing committee and is comprised of persons, one or more of whom are not directors or ex officio directors, shall act solely in an advisory capacity to the Board.
Section 6.4. Each committee of this corporation shall submit to the Board of Directors each year at their annual meeting, or at such other time as the Board may designate, a report of the action and recommendations of such committee, for consideration and approval by the Board.
ARTICLE VII Indemnification of Officers, Directors, Employees and Agents
Section 7.1. This corporation shall indemnify each member of the Board of Directors, officer, employee, or agent of this corporation, and any persons serving at the request of this corporation as a member of the Board of Directors, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her to the fullest extent to which such persons may be indemnified under the terms and conditions of the Minnesota Nonprofit Business Corporation Act, or any amendments thereto or substitutions therefor.
Section 7.2. This corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a member, a member of the Board of Directors, officer, employee or agent of the corporation, or is or was serving, at the request of the corporation, as a member of the Board of Directors, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in such capacity.
ARTICLE VIII Certificates
Section 8.1. This corporation shall not issue membership certificates to its members.
ARTICLE IX Corporate Seal
Section 9.1. The corporation shall have no corporate seal.
ARTICLE X Amendment
Section 10.1. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of at least two-thirds of a quorum of the Board at any meeting of the Board, if a notice setting forth the terms of the proposal has been given at least twenty (20) days in advance of the meeting.
ARTICLE XI Miscellaneous
Section 11.1. Any procedures not covered by applicable provisions of the Minnesota Nonprofit Business Corporation Act, the Articles of Incorporation of this corporation, or these Bylaws shall be governed by Robert's Rules of Order, newly revised, as amended from time to time.
ADOPTED JANUARY 6, 1994 BY THE AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS OF A QUORUM OF THE MEMBERS.
Dated: , 1994
-- Anonymous, December 03, 1998