This instrument constitutes the Bylaws of Minnesota Charter Bus Operators Association (MCBOA), a Minnesota nonprofit corporation, adopted for the purpose of regulating and managing the internal affairs of the corporation.
Section 1.01 - Location
MCBOA's registered office shall be located in the State of Minnesota. The address of the registered office may be changed from time to time as the Board of Directors may designate or as MCBOA's business may require from time to time.
Section 2.01 - Class: Qualifications
The MCBOA's membership consists of Company Members. Company Members are those entered in the name of a company, corporation, partnership, individually operated concern, academic, or not-for-profit organization. The Board of Directors can determine the specific qualifications and criteria for membership from time to time, including the amount and type of dues and assessments required for membership. MCBOA shall have voting and non-voting classes of membership. Voting membership, known as contractor members, shall be open to any individual or company who or which holds a Minnesota Charter permit or which operates a charter bus service incidental to a regular-route certificate. Non-voting membership, known as allied members, shall be open to any company or individual which provides products or services to voting members. Members shall be those companies that pay the annual membership fee to the MCBOA each year.
Payment of the annual membership fee shall entitle a company to membership for the fiscal year of the MCBOA in which the payment is made.
Section 2.02 - Termination: Reinstatement
Membership in MCBOA may be terminated as follows:
- At the end of the MCBOA's fiscal year in which a member's annual membership fee is paid.
- By a member at any time by submitting written notice of his, her, or its desire to withdraw from membership to MCBOA, specifying the date on which such termination shall become effective.
A former member shall be reinstated to membership upon payment of the annual membership fee for the MCBOA's then current fiscal year.
Section 3.01 - Annual Meeting
An annual meeting of the members shall be held in the 4th Quarter of each year at such time and place as is designated by the Board, for the purpose of electing directors and for transacting any other business as may come before the meeting. If the election of directors is not held on a day designated herein during any annual meeting of the members, or at any adjournment thereof, the Board of Directors shall hold a special meeting of the members as soon thereafter as may be convenient for the election.
Section 3.02 - Special Meeting
Special meetings of the members, for any purpose, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the written request of not less than one-tenth of all the members of the MCBOA.
Section 3.03 - Place of Meeting
The Board of Directors may designate any place as the meeting place for any annual meeting or special meeting called by the Board of Directors. If no designation is made the place of the meeting shall at the MCBOA's registered office in the State of Minnesota.
Section 3.04 - Action by Written Ballot
An action that may be taken at a regular or special meeting of Voting Members may be taken without a meeting if the MCBOA mails or delivers a written ballot to every member entitled to vote on the matter. A written ballot must:
- set forth each proposed action; and
- provide an opportunity to vote for or against each proposed action. Approval by written ballot under this section is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Solicitations for votes by written ballot must:
- indicate the number of responses needed to meet the quorum requirements;
- state the percentage of approvals necessary to approve each matter other than election of directors; and
- specify the time by which a ballot must be received by the MCBOA in order to be counted.
Section 3.05 - Electronic Communications
A conference among directors by a means of communication through which the directors may simultaneously hear each other during the conference is a meeting of the Board of Directors if the same notice is given of the conference as would be required for a meeting, and if the number of directors participating in the conference is a quorum. A director may participate in a meeting of the Board of Directors by any means of communication through which the director, other directors so participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by any of the above-mentioned means is personal presence at the meeting.
Section 3.06 - Form of Notice
Whenever under the provisions of these Bylaws notice is required to be given to any director, notice is given:
- when mailed to the director at an address designated by the director at the last known address of the director or at the address of the director in the corporate records;
- when communicated to the director orally;
- when handed to the director;
- when left at the office of the director with a clerk or other person in charge of the office, or if there is no one in charge, when left in a conspicuous place in the office;
- when sent by facsimile, electronic mail (e-mail), or other electronic means, to a facsimile number, e-mail address, or other electronic designation provided by the director;
- if the director's office is closed or the director has no office, when left at the dwelling or usual place of abode of the director with a person of suitable age and discretion residing in the house; or
- when the method is fair and reasonable when all the circumstances are considered.
Notice by mail is given when deposited in the United States mail with sufficient postage. Notice is considered received when it is given.
Section 3.07 - Timing of Notice
Notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered not less than five nor more than thirty calendar days before the date of the meeting as set forth in Section 3.06.
Section 3.08 - Quorum
Greater than Fifty (50%) percent of the voting membership constitutes a quorum at all meetings or on all electronic ballots.
Section 3.09 - Proxies
At all meetings of members, a voting member may vote by proxy executed in writing by the member or by his, her, or its duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the MCBOA before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 3.10 - Voting
Every member having the right to vote with respect to the matter at hand shall be entitled to vote in person or by a proxy appointed by an instrument in writing subscribed by such member and delivered to the Secretary prior to the meeting. Upon demand made by a Voting Member before the voting at any election for directors and officers, the election shall be by written ballot.
Section 3.11 - Voting for Directors
Each voting member shall be entitled to cast one vote, for as many persons as there are directors to be elected. No cumulative voting for directors shall be permitted.
Section 3.12 - Informal Action by Members
Any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Board of Directors
Section 4.01 - General Powers
The business and affairs of the MCBOA shall be managed by its Board of Directors.
Section 4.02 - Number, Tenure, and Qualifications
The number of directors shall be determined by the members, within a maximum of eleven and a minimum of seven.
- Term: A term of office shall be three (3) years. Appointments will be staggered such that no more than one-third (1/3) of the Board shall be renewed or appointed in one calendar year.
- Qualifications: Each director shall be a natural person of legal age and shall be a MCBOA voting member.
- Ex-Officio Board Members: The directors may appoint one or more additional directors as ex-officio members of the Board of Directors. Ex-officio directors shall not have the right to vote on any matters requiring a vote by the directors of the MCBOA.
Section 4.03 - Regular Meetings
A regular annual meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 4.04 - Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Minnesota, as the place for holding any special meeting of the Board of Directors called by them.
Section 4.05 - Notice
Notice of any special meeting shall be given at least five calendar days previously thereto by written notice delivered to each director as provided within these Bylaws. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except when required by statute, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 4.06 - Quorum
A majority of the number of directors fixed pursuant to section 4.02 hereof shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 4.07 - Manner of Acting
Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 4.08 - Resignation
Any director may resign at any time by giving written notice to the President or the Secretary/Treasurer of the MCBOA. Any such resignation shall take effect at the time specified therein, and unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.09 - Removal
Any director may be removed, either with or without cause, at any time, by a vote of a majority of the number of members present and voting at a special meeting called for the purpose.
Section 4.10 - Vacancies
Any vacancy occurring on the Board of Directors because of death, resignation, removal, or increase in the number of directors or any other cause, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, and each director so elected shall hold office for the unexpired term of his or her predecessor in office.
Section 4.11 - Compensation
By resolution of the members, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 4.12 - Presumption of Assent
A director of the MCBOA who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified mail to the Secretary of the MCBOA immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 4.13 - Informal Action by Directors
Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
Section 5.01 - Standing Committee
The Board of Directors may, at any time, by resolution adopted by two-thirds of the total number of directors, designate three or more members to constitute any standing committees deemed to be necessary or desirable to the MCBOA. At least one member of each standing committee shall be a director of the MCBOA. All actions by the standing committees shall be reported to the Board of Directors at its meeting next succeeding any meeting of a standing committee and shall be subject to revision and alteration by the Board; provided, that no rights of third parties shall be affected by any such revision or alteration. Regular minutes of the proceedings of all standing committees shall be kept in books provided for such purpose. Vacancies in any standing committee shall be filled by the Board of Directors. A majority of the committee shall be necessary to constitute a quorum, and in every case the affirmative vote of a majority of the members of the committee shall be necessary for the passage of any resolution. Each standing committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolution of the Board of Directors, and shall also meet at the call of the chair or of any member of the committee.
Section 6.01 - Number
The officers of the MCBOA shall be a President, a Secretary/Treasurer, and one or more Vice Presidents. Each of the officers shall be a member of the Board of Directors and elected by the Board of Directors. A chair of the Board of Directors and such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Vice President, and the offices of President and Secretary/Treasurer.
Section 6.02 - Election and Term of Office
The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting. If the election of officers is not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his or her successor has been duly elected, or until his or her death, or until he or she resigns or has been removed in the manner hereinafter provided.
Section 6.03 - Resignation
Any officer or agent may resign at any time by giving written notice of his or her resignation to the Board of Directors, the President or the Secretary/Treasurer. Any such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.04 - Removal
Any officer or agent elected or appointed by the Board of Directors may be removed, either with or without cause, at any time, by a vote of a majority of the total number of directors.
Section 6.05 - Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause may be filled by a vote of the Board of Directors, and each officer so elected shall hold office for the unexpired term of his or her predecessor in office.
Section 6.06 - President
The President shall be the principal executive officer of the MCBOA and, subject to the control of the Board of Directors, shall in general supervise and control all of MCBOA's business and affairs. The President shall, when present, preside at all meetings of the members and, except as otherwise provided by resolution, at all meetings of the Board of Directors. The President may sign, with the Secretary/Treasurer or any other proper MCBOA officer authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6.07 - Vice President
In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall have such powers and shall perform such duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 6.08 - Secretary / Treasurer
The Secretary/Treasurer shall:
- keep the minutes of the members' and the directors' meetings in one or more .books provided for that purpose;
- see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
- be custodian of the corporate records;
- keep a register of the names and addresses of all members of the MCBOA;
- have charge and custody of and be responsible for all funds and securities of the MCBOA, receive and give receipts for moneys due and payable to the MCBOA from any source whatsoever, and deposit all such moneys in the name of the MCBOA in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and
- in general perform all duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 6.09 - Chair of the Board
A chair of the Board of Directors may be elected by the Board. The Chair shall perform such duties as may be authorized by the Board of Directors.
Section 6.10 - Other Officers. Agents, and Employees
The MCBOA may have such other officers, agents, and employees as may be deemed necessary by the Board of Directors. Such other officers, agents, and employees shall be appointed in such manner, have such powers and duties, and hold their offices for such terms as may be determined by resolution of the Board of Directors.
Section 6.11 - Salaries
The salaries, if any, of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the MCBOA.
Section 6.12 - Bond
The Board of Directors shall from time to time determine which, if any, officers of the MCBOA shall be bonded and the amount of the bond.
Contracts. Loans, Checks and Deposits
Section 7.01 - Contracts
The Board of Directors may authorize any officer or officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of MCBOA and such authority may be general or confined to specific instances.
Section 7.02 - Loans
No loans shall be contracted on behalf of MCBOA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 7.03 - Checks, Drafts, Etc.
All MCBOA funds not otherwise employed shall be deposited in such banks, trust companies or other depositories as the Board of Directors may select.
Section 7.04 - Deposits
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of MCBOA shall be signed by such officer or officers, agent, or agents of MCBOA and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 7.05 - Annual Budget
The annual budget of the estimated income, income expense and capital expense shall be approved by the Board of Directors.
Section 7.06 - Summary Financial Report
A summary report of the financial operations of MCBOA shall be made by the Treasurer at least annually to the Board of Directors.
Section 8.01 - Fiscal Year
The Fiscal year of the MCBOA shall begin on the first day of January and end on the thirty-first day of December, next succeeding.
Standard of Care and Conflicts of Interest
Section 9.01 - Standard of Care
It is the responsibility of each director of the MCBOA to discharge his or her duties as a director in good faith, in a manner the director reasonably believes to be in the best interests of the MCBOA, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 9.02 - Conflicts of Interest
A contract or other transaction between the MCBOA and:
- one or more of its directors, or a member of the family of a director;
- a director of a related organization, or a member of the family of a director of a related organization; or
- an organization in or of which one or more of the MCBOA's directors or a member of the family of the director are directors, officers or legal representatives or have a material financial interest,
is not void or voidable because the director or directors or the other individual or organization are parties or because the director or directors are present at the meeting of the Board of Directors or a committee of the Board of Directors at which the contract or transaction is authorized, approved, or ratified, if:
- the contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the MCBOA at the time it was authorized, approved or ratified; or
- the material facts as to the contract or transaction and as to the director's or directors' interest are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the Board or committee, but the interested director or directors shall not be counted in determining the presence of a quorum and shall not vote.
For the purpose of this Section:
- a director does not have a material financial interest in a resolution fixing the compensation of the director or fixing the compensation of another director as a director, officer, employee, or agent of the MCBOA, even though the first director is also receiving compensation from the MCBOA; and
- a "member of the family" of the director includes the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters of the director, or any combination of them.
Section 10.01 - Indemnification
To the full extent permitted by the Minnesota Nonprofit Corporation Act, as amended from time to time, or by other applicable provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of the MCBOA), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, director or officer of the MCBOA, or he or she is or was serving at the specific request of the Board of Directors of the MCBOA as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the MCBOA by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws.
Section 11.01 - Seal
Seal The Corporation shall have no corporate seal.
Section 12.01 - Amendment
The Board of Directors may from time to time adopt, amend or repeal any of the Bylaws of this Association. Written notice of the meeting and of the proposed amendment shall be given to each director not fewer than five (5) nor more than thirty (30) calendar days before any meeting of the Board of Directors at which an amendment of the Bylaws is to be adopted.
** END OF BYLAWS **
Amended on April , 2019