March 1, 2004

 

BY-LAWS OF THE GORDON ROSENMEIER CENTER

FOR STATE AND LOCAL GOVERNMENT

 

I

 

MEMBERSHIP

 

SECTION 1.   There shall be no members of the Gordon Rosenmeier Center for State and Local Government, hereinafter "Rosenmeier Center."

 

II

 

BOARD OF DIRECTORS

 

            SECTION 1.   The business of the Rosenmeier Center shall be conducted by a Board of Directors (“Board”).  The Board shall have the responsibility of establishing and implementing policies to achieve the objectives and purposes of the Rosenmeier Center.

 

            SECTION 2.   The Board shall consist of not less than six (6) directors, nor more than eighteen (18), at least two (2) of whom shall be employees of Central Lakes College, Brainerd, Minnesota (“the College”) and one (1) of whom shall be a student.

 

            SECTION 3.   Members of the Board shall be elected for three (3) year terms, but shall consist of three (3) classes of directors, such terms to expire December 31 for the respective classes.  There shall be no term limitation.

 

            SECTION 4.   If a director fails to attend 75% of the Board’s meetings in any calendar year, then the Board may remove such director from office.

 

            SECTION 5.   The Board shall elect directors to fill director vacancies.

 

            SECTION 6.   The Board shall meet regularly at the College, or at such other place as the Board may from time to time designate.  Directors shall receive not less than three (3) days notice of meetings of the Board, inclusive of minutes, agenda and other pertinent information.

 

            SECTION 7.   Special meetings of the Board may be called by three directors or by the President or, in the President’s absence, by the Vice-President.

 

            SECTION 8.   The Board shall hold an annual meeting in November of each year.

 

            SECTION 9.   A simple majority of the Board shall constitute a quorum for conducting business at any regular or special meeting of the Board.

 

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            SECTION 10.            The Board shall establish such policies as are needed to carry out the purposes of the Rosenmeier Center and shall annually review such policies.  The Board shall cooperate with any existing organizations with goals conforming to the objectives of the Rosenmeier Center and shall enter into joint power agreements or joint ventures with such organizations to serve the purposes of the Rosenmeier Center.

 

            SECTION 11.            A director shall disclose conflicts of interest, shall absent himself or herself during the discussion of issues related to such conflict of interest, and shall abstain from voting on the matter in question.

 

            SECTION 12.            A director may be removed from the Board by a two-thirds (2/3) vote of the Board for actions unbecoming to the office or director or detrimental to the Rosenmeier Center.  The affected director shall be given notice of and opportunity to be present and to be heard at such meeting as his or her removal is to be considered.

 

            SECTION 13.            The Board shall have the power to manage the affairs of the Rosenmeier Center and to make all contracts necessary for the proper transaction of business.  It shall have power over all matters pertaining to the care, conduct, supervision and management of the Rosenmeier Center and its finances, and all appropriations shall be made by it.  However, the Board is subject to the rules, regulations and procedures of the College, which retains the right to rescind Board decisions.

 

            SECTION 14.            Generally, without limit as to amount, the Board shall have he power to purchase, take, lease, exchange hire or otherwise dispose of any real or personal property, and shall have any rights or privileges necessary or convenient for the accomplishment of any of the purposes of the Rosenmeier Center, subject to the rules, regulations and procedures of the College, which retains the right to rescind Board decisions.

 

            SECTION 15.            The Board shall have the power to enter into, make, transfer, assign or carry out contracts of any sort and kind for the general accomplishment of the objects of the Rosenmeier Center, subject to the rules, regulations and procedures of the College, which retains the right to rescind Board decisions.

 

            SECTION 16.            Former members of the Board and presently elected legislative officials from the Board’s service area shall serve on the Board as honorary directors, without voting powers.

 

 

 

 

 

 

 

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            SECTION 17.            The Board shall have the power to do any and all things necessary, suitable, convenient or proper for the accomplishment of the purposes of the Rosenmeier Center, or incidental to the powers conferred by statute or by these By-laws upon the Board, or which shall at any time appear conducive to or expedient for the protection or benefit of the Rosenmeier Center, and shall have the power to exercise all of the powers not in contravention of other provisions hereof, subject to the rules, regulations and procedures of the College, which retains the right to rescind Board decisions.

 

 

III

 

OFFICERS

 

            SECTION 1.   The officers of the Rosenmeier Center shall be president, vice-president, secretary and treasurer.  The College shall provide the services of an executive director, together with fiscal services as described in these By-Laws.

 

            SECTION 2.   All officers shall be elected by a majority vote of the Board present at the annual meeting of the Board and shall serve to and through the next annual meeting of the Board.  The annual meeting of the Board shall be in November of each year.   Vacancies may be filled by a majority vote of the Board present at any regularly scheduled meeting of the Board.  Officers may be re-elected but an officer’s service is limited to two terms in each office.

 

            SECTION 3.   The President shall preside at all meetings of the Board and executive committee meetings, appoint committees and enforce all laws and regulations of the Rosenmeier Center.  The President shall be an ex-officio member of all committees and shall perform such other duties as may be designated by the Board.  The President shall determine the agenda for all meetings of the Board and for the Rosenmeier Center.

 

            SECTION 4.   The Vice-President shall perform presidential duties in the President’s absence and shall assume the office of president, should the President be unable to execute the duties of office.  The Vice-President shall perform such other duties as the Board shall designate.

 

 

            SECTION 5.   The Secretary shall keep the minutes and other official reports of the Rosenmeier Center and shall conduct the official correspondence of the Rosenmeier Center.  The Secretary shall keep a roll of members and shall give a report at the annual meeting of the Rosenmeier Center.  The Secretary shall perform such other duties as may be assigned by the Board.

 

 

 

 

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            SECTION 6.   The Treasurer shall, subject to the fiscal responsibilities of the College, collect all contributions and allocations of money to the Rosenmeier Center.  The Treasurer shall keep an account of such monies and shall give a report at the annual meeting, as well as whenever required by the Board.

 

            SECTION 7.   The Board shall utilize the services of management personnel provided by the College, including, but not limited to, an intern, fiscal services and an executive director.  Management personnel shall have such authority as may be delegated to such personnel from time to time by the Board, subject to the College’s controlling oversight, and shall be responsible to the Board and to the College.

 

 

 IV

 

COMMITTEES

 

            SECTION 1.   Standing committees of the Board shall be an Executive Committee that also serves as a Budget Committee, a Finance Committee that also serves as a Fundraising Committee, a Nominating Committee and a Public Relations Committee.  Other standing committees, ad-hoc committees, and special project task forces may be established as needed.  Committees may be composed of members of the Rosenmeier Center.

 

            SECTION 2.   All actions of committees of the Board, standing or ad hoc, shall be reported to the Board in a timely manner.

 

            SECTION 3.   The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, Executive Director, and any other persons whom the President shall appoint.  The Board may add honorary, non-voting members to the Executive Committee.  The Executive Committee may meet between meetings of the Board to ensure proper functioning of the Rosenmeier Center.

 

 

V

 

MISCELLANEOUS

 

            SECTION 1.   The Rosenmeier Center shall conduct its business in the manner and form of a Minnesota non-profit organization.

 

            SECTION 2.   The Rosenmeier Center shall be located at the College.

 

 

 

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            SECTION 3.   The College shall serve as fiscal agent for the Rosenmeier Center, disbursing the Rosenmeier Center’s funds as directed by the Board under standard accounting procedures.

 

            SECTION 4.   The College shall provide an annual financial statement, together with interim financial statements as requested by the Board.

 

            SECTION 5.   The Board shall have the authority to solicit and to receive donations, grants, bequests and other real or personal property on behalf of the Rosenmeier Center, and shall establish systems to assure accountability to donors.

 

            SECTION 6.   Funds shall be expended and property disbursed only in accordance with a budget adopted at the annual meeting of the Board or by resolution supported by a majority of those members attending a meeting of the Board, and subject to the rules, regulations and procedures of the College, which retains the right to rescind Board decisions.

 

 

            SECTION 7.   No member of the Board may receive any remuneration from the Rosenmeier Center, other than for documented expenses incurred while conducting official business on behalf of the Rosenmeier Center.

 

            SECTION 8.   Except where these By-Laws provide otherwise, the latest edition of Robert’s Rules of Order shall set forth the rules of parliamentary procedure governing the business of the Rosenmeier Center.

 

 

 

 

S/        _________________________    S/        _________________________

                        (President)                                                     (Secretary)

 

Date:   _______________                          Date:   _______________