BY-LAWS

(As Amended, 1980, 1986, 1987, 1995, 1996, 2000, 2006, 2010, 2011, 2012, 2017, 2018, 2019)

MUNICIPAL CLERKS AND FINANCE OFFICERS ASSOCIATION OF MINNESOTA

Article 1.

NAME AND STATUS

The name of this organization shall be the MUNICIPAL CLERKS AND FINANCE OFFICERS ASSOCIATION OF MINNESOTA (MCFOA).

MCFOA is a tax-exempt organization pursuant to a 2019 IRS letter declaring the MCFOA as a public charity under Section 501(c)(3) of the Internal Revenue Code.

Article 2.

OBJECTIVES

The mission of the Municipal Clerks and Finance Officers Association of Minnesota (Association) is to provide high quality educational opportunities and networking support to its members.

The objectives of the organization are to provide training in official duties and obligations of members; to enhance the quality, professional competence and performance of members in serving the public; and to represent the best interest of members by effectively working with governmental agencies and organizations to achieve outcomes beneficial to the members and municipalities.

Article 3.

CODE OF ETHICS

Recognizing their responsibilities to the public, desiring to inspire confidence and respect for government and believing that honesty, integrity, loyalty and courtesy are the basis of ethical conduct, members of the Municipal Clerks and Finance Officers Association of Minnesota subscribe to the principles and ethics which will govern personal and professional conduct as municipal employees.  Minnesota Clerks and Finance Officers shall:

·       Uphold constitutional government and the laws of the community;

·       Be dedicated to the highest ideals of honor and integrity in all public and personal relationships;

·       Respect and protect public, private and confidential information;

·       Be responsive to the rights of the public and its changing needs;

·       Not knowingly participate or condone any illegal or improper activity;

·       Demonstrate loyalty and trust in conducting the operation of the municipality;

·       Perform duties without favor and refrain from engaging in any outside matters of personal interest incompatible with the impartial and objective performance of duties;

·       Not seek or accept personal gain which would influence, or appear to influence, the conduct of official duties;

·       Continue education through independent study, seminars, and conferences to fulfill responsibilities to the municipality.

Article 4.

MEMBERSHIP CLASSES, DUES, PRIVILEGES OF MEMBERSHIP

There shall be three classes of membership: full member, lifetime member, and associate member. An individual is enrolled into one of these classes by submittal of a written application and payment of dues, if applicable.

Section 1. FULL MEMBERS

Any person holding the office of Municipal Clerk or Finance Officer or any other municipal position, including deputies of the above constituted offices, whose primary duties include any of the following: general management, records management, meeting administration, management of ordinances or other legal instruments, financial management, custody of the official seal and execution of documents, or administration of elections may become a full member of the Association.

Section 2. LIFETIME MEMBERS

Any member who, upon retirement from government service, wishes to continue affiliation with the Association is eligible for lifetime membership. No dues shall be required. Past MCFOA presidents shall be recognized at an annual business meeting upon their retirement.

Section 3. ASSOCIATE MEMBERS

This class of membership shall be available to those who are not eligible for full membership, but who are interested in the improvement of methods in government and who subscribe to the objectives of the organization. A full member who loses employment will become a member-in-transition and will be considered an associate member until he/she meets the requirements of a full member.

Section 4. PRIVILEGES OF MEMBERSHIP

Membership privileges are reserved for members whose dues are current.  All members have the right to speak at the annual meeting and Board of Directors meetings and participate in the Association’s educational programs.  Full members have the right to vote, the right to participate in the Association’s certification programs and the right to serve on the Board of Directors.

Section 5. DUES

The Board of Directors establishes annual dues.  Any increase over $5.00 per year would require approval by the membership at the next annual meeting.

Article 5.

BOARD OF DIRECTORS

Section 1. COMPOSITION

The Board of Directors shall consist of the five Executive Committee members and six Region Directors (one from each Region).

Section 2. DUTIES

The Board of Directors is responsible for the overall governance of the Association.  The Board of Directors shall approve the annual budget, adopt and enact policies, establish dues, authorize expenditures, select the annual conference site, appoint staff or consultants to implement the Board’s directives, select the annual conference location, and carry out other fiduciary duties as outlined in the By-Laws and Association Policies.

Article 6.

OFFICERS

Section 1. OFFICERS

The Officers shall consist of a President, Vice President, Secretary, Treasurer, and Past President.

Section 2. TERM

Each officer shall serve a one-year term.  Exceptions are allowed when an officer is filling a vacancy.

Section 3. DUTIES OF THE PRESIDENT

The President shall preside at all Board of Directors meetings, supervise all activities, appoint committee members and chairs, establish special committees or taskforces as needed and prepare the annual MCFOA budget. At least two (2) months prior to the annual meeting, the President shall appoint a nominating committee. The President shall be a liaison to all committees.

Section 4. DUTIES OF THE VICE PRESIDENT

The Vice President shall assume the duties of President in his/her absence or inability to perform the duties of the office. The Vice President shall serve as the Conference Planning Committee Chair and shall also perform such other duties as the President shall direct.

Section 5. DUTIES OF THE SECRETARY

The Secretary shall attend all Board of Directors meetings and keep a book of minutes in which shall be recorded the business proceedings of the organization. The secretary shall countersign all contracts.

Section 6. DUTIES OF THE TREASURER 

The Treasurer shall keep a ledger of the accounts of the organization, which shall be open to the inspection of the Board of Directors at all times. The Treasurer shall also keep an accurate roll of paid memberships. The Treasurer shall send out all bills and receive and disburse the funds of the organization, under the direction of the Board of Directors. A complete financial report of the organization shall be presented at each annual meeting. The Treasurer shall furnish bond in an amount to be determined by the Board of Directors, the premium thereon to be paid from Association funds.

 

All financial records shall be sent to the Audit Committee Chair within two weeks following the end of the fiscal year, allowing time for the annual audit. The Treasurer shall maintain a checking account and listing of all transactions from the end of the fiscal year until the installation of the newly elected Treasurer. A complete audit of the records shall be made prior to the annual business meeting and at any other time a change occurs in the Treasurer’s position.

Section 7. DUTIES OF THE PAST PRESIDENT

The Past President shall serve as an advisor to the Officers and perform other duties as assigned by the President.

Section 8. VACANCY

A vacancy in the office of President, Vice President or Secretary advances the next officer in line to the appropriate office.

If the immediate Past President is unable to serve, the President will appoint a Past President to fill the vacancy.

If there is a vacancy in the office of Treasurer, the Board of Directors will appoint a current member of the Board of Directors to complete the term.

Article 7.

REGION DIRECTORS

Section 1. REGION REPRESENTATION

There shall be one Director from each Region.

Section 2. TERM

Region Directors shall serve two-year terms with Regions I, III, and V being elected in the odd numbered years and Regions II, IV and VI being elected in the even numbered years.

Section 3. DUTIES OF REGION DIRECTORS

Region Directors shall represent their respective areas and assist in any way they can to further the cause for which the organization stands. Region Directors shall organize meetings within his/her region on a regular basis, serve as a liaison between the Board of Directors and the membership in his/her respective region and attend all Board of Director meetings.

Each Region Director may appoint an Assistant Region Director, subject to confirmation by the Board of Directors. The Assistant Region Director shall have the authority to attend and vote at any Board of Directors meeting if the Region Director is unable to attend. The assistant would not be a regular Board member -- rather a 'proxy' or substitute for the Region Director.

Section 4. VACANCY

If a vacancy occurs, the Assistant Director will complete the term.

Article 8.

COMMITTEES

Section 1. EXECUTIVE COMMITTEE

The Executive Committee shall consist of the President, Vice President, Treasurer, Secretary and the Past President. The Executive Committee shall have the following duties: train newly elected or appointed members of the Board of Directors, implement the decisions of the Board of Directors, communicate Association activities to the membership, serve as liaisons between the Board of Directors and the standing committees, establish strategic plans subject to approval by the Board of Directors, and represent the Association before other organizations and entities. 

The Executive Committee is authorized to make time sensitive or emergency decisions on behalf of the Board of Directors.  A report of any actions shall be made to the Board of Directors for ratification at the next scheduled meeting.

Section 2. STANDING COMMITTEES

Standing committees are as follows:  Audit, By-Laws, and Nominating.  All standing committee chairs and members shall be appointed by the President.  Duties and responsibilities of all standing committees are delineated in the Association’s policy manual, as may be amended from time to time by the Board of Directors.

Section 3. SPECIAL COMMITTEES

The Board of Directors may establish other committees as needed to fulfill the mission of the Association.  The President shall appoint the chairs and members of all special committees.

Section 4. ELECTRONIC MEETINGS

The Executive Committee, standing committees and special committees are authorized to meet by telephone conference or through other electronic media, provided a majority of the committee members can participate in the meeting.  Minutes and a written record shall be made of all actions taken.

Article 9.

ELECTIONS

Section 1. Officers and Region Directors of the Association shall be elected at the annual meeting.

Section 2. A report of the Nominating Committee shall be made to the general membership as part of the order of business transacted during the annual meeting.  The candidates declared elected shall be installed at the annual meeting.  The installed members of the Board of Directors shall assume their duties immediately and shall continue to serve until the installation of new members at the next annual meeting.

Article 10.

BOARD OF DIRECTORS MEETINGS

Section 1. REGULAR MEETINGS.

The date and location of regular meetings of the Board of Directors shall be determined by the Board of Directors.  Notice of the meetings and an opportunity to participate will be provided to all members.  Two meetings will take place at the annual conference. 

Section 2. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the President either when deemed expedient or upon written request of five members of the Board of Directors.  Special meetings may be held at a specific location or may be conducted using available conferencing technologies.  Notice of special meetings shall be given to all Board members at least one week in advance of such meetings.

Section 3. QUORUM

A majority of the Board of Directors constitutes a quorum for the transaction of official business.  Board members attending a meeting using available conferencing technologies shall be considered present.

Article 11.

ANNUAL MEETING

Section 1. ANNUAL MEETING

The date and location of the annual meeting, which will be held during the months of March, April or May, shall be determined by the Board of Directors.  At each annual meeting, the location and date of the annual conference for the following year shall be announced.

Section 2. SPECIAL MEETINGS

Special meetings of the general membership may be called by the President, either when deemed expedient or upon written request of twenty-five (25) members.  Notice of special meetings shall be given to the general membership at least two weeks in advance of such meetings.

Section 3. QUORUM

Twenty-five (25) members shall constitute a quorum for the transaction of business.  With the exception of amendments to this Constitution, a majority vote of the members present shall determine all questions.  Proxies are not allowed.

Article 12.

REGIONAL AREAS

Regional areas are designated as follows: A map outlining said areas is attached and made a part hereof.

Section 1. Region I shall be designated as the counties in the Northwest part of the State, those counties being: Kittson, Roseau, Lake of the Woods, Marshall, Beltrami, Pennington, Red Lake, Polk, Clearwater, Norman, Mahnomen, Hubbard, Clay, Becker, Wadena, Wilkin, and Otter Tail.

Section 2. Region II shall be the counties in the Northeast part of the State, those counties being: Koochiching, Itasca, St. Louis, Lake, Cook, Cass, Crow Wing, Aitkin, Carlton, Pine and Kanabec.

Section 3. Region III shall be the counties in the West Central part of the State, those counties being: Traverse, Grant, Douglas, Todd, Stevens, Pope, Stearns, Big Stone, Swift, Kandiyohi, Meeker, Lac Qui Parle, Chippewa Morrison Mille Lacs, and Benton.

Section 4. Region IV shall be the counties in the East Central part of the State, those counties being: Isanti, Chisago, Sherburne, Anoka, Washington, Wright, Hennepin, Ramsey, Carver, Scott, and Dakota.

Section 5. Region V shall be the counties in the Southwest part of the State, those counties being: Yellow Medicine, Renville, McLeod, Lincoln, Lyon, Redwood, Brown, Sibley, Nicollet, Pipestone, Murray, Cottonwood, Watonwan, Blue Earth, Rock, Nobles, Jackson, Martin, and Faribault.

Section 6. Region VI shall be the counties in the Southeast part of the State, those counties being: Freeborn, Steele, Mower, Waseca, Fillmore, Le Sueur, Houston, Rice, Winona, Goodhue, Olmsted, Wabasha, and Dodge.

Article 13.

MISCELLANEOUS

Section 1. FISCAL YEAR

The fiscal year of the Association shall be from February 1 of each year to January 31 of the following year.

Section 2. PARLIAMENTARY PROCEDURE

Robert’s Rules of Order Newly Revised shall govern the procedure of the Association in all cases to which they are applicable and in which they are not inconsistent with the By-Laws and any special rules of order the Board of Directors may adopt.

Section 3. DISCUSSION OF PARTISAN POLITICS PROHIBITED

The discussion of partisan politics is prohibited during all meetings of the Association.

Article 14.

AMENDMENTS

Section 1. Amendments to the By-Laws, as proposed by the Board of Directors or the By-Laws Committee, may be made at any annual meeting or special meeting by a two-thirds vote of members present, provided written notice of such change is given to the members at least two weeks prior to the meeting at which such action is to be taken.

Section 2. The Policies of the Association may be adopted, amended, or rescinded by a majority vote of the Board of Directors at any regular or special meeting.