1.1) Organization Name
The name of this organization shall be The Northstar Chapter, Minnesota Chapter of the “American Payroll Association” (APA) hereinafter referred to as the Chapter.
The use of the Chapter’s name, any of its various publications and/or its sponsored activities in connection with the sponsorship or promotion of any private business enterprise, activity or interest is prohibited. The Chapter’s president may, however, with the advice and consent of one other Chapter officer, authorize such use in instances where they believe the purpose of the Chapter is thereby served.
The purpose of the Chapter shall be:
- To promote scholarship and professionalism in the field of payroll administration through Chapter program development, continuing education and exchange of information and ideas among those engaged in payroll administrative activities.
- To advance the management community’s recognition of payroll as an essential element in the management of any successful organization.
- To promote higher standards of performance in the field of payroll administration by actively encouraging the development of enlightened payroll related policies, procedures, and practices.
- To promote fellowship and communication among payroll practitioners themselves as well as with members of the academic community and those whose related professional expertise is of value to the payroll administration profession.
The Members of this nonprofit organization shall consist of such persons as are admitted to membership pursuant to criteria adopted from time to time by the Board of Directors (the “Board”). The Board may establish, amend and terminate additional classes of membership and determine the designation and characteristics of such classes, and the qualifications, rights and limitations of the members of such classes. Membership shall be evidenced by a membership certificate which may not be assigned or transferred. All members and visitors are encouraged to join the American Payroll Association.
3.2) Duration of Membership
Membership shall run on a calendar basis, defined as January through December.
3.3) Voting Rights
All members who are also members of the APA shall have voting rights. All voting rights shall be equal.
3.4) Termination of Membership
Membership in this Chapter may be terminated voluntarily or as otherwise provided in these Bylaws. All rights, privileges, and interest of a member in or to the Chapter shall cease on termination of membership.
3.5) Suspension and Expulsion
If, in a written and signed communication addressed to the Board of Directors and delivered to a member of the Board, any member of the Chapter shall be charged with conduct detrimental to the objects or interest of the Chapter or in violation of its constitution, bylaws, code of ethics, or rules and regulations, the Board of Directors shall consider the matter and if it shall decide to take further action, the President shall send a copy of the charges to the accused member, who shall be given adequate time to reply, whereupon the Board of Directors shall take such further action as it may deem proper.
If the majority of the Board of Directors, after a fair and impartial hearing on due notice to the accused member, such notice to be given by the President by registered or certified mail to the accused member at his/her home address listed in the Chapter records at least ten (10) days before the hearing, shall be satisfied of the truth of the charges, the Board of Directors may request the offending member to resign or may suspend or expel him/her. Should the member decline to resign on such request or fail to respond to the charges, his/her name shall be stricken from the rolls by the membership committee and all rights and privileges associated therewith suspended.
4.1) Dues, Entrance Fees, and Assessments
The Board of Directors may levy dues, entrance fees, special assessments, or all three, upon the Chapter’s members. Such dues, entrance fees, special assessments, or all three, may be imposed upon all classes or members alike or directly upon different classes of members. Members of one or more classes may be exempt. The Board may fix the amount from time to time but not more frequently than annually.
4.2) Method of Collection
Dues, entrance fees, special assessments or all three, shall be payable upon receipt of a billing statement from the Chapter but not later than 30 days thereafter. Billing statements will be sent to each member’s organization at the member’s organization address of record with the Chapter. Dues, entrance fees or both will be accepted after 30 days and throughout the membership year but under this circumstance, no assurance will be given that a listing of organization and individuals will be made in the Chapter’s Directory.
4.3) No Refund
Membership fees, dues or special assessments paid by a member, whether paid personally or by his/her organization, shall not be refundable upon termination of a member’s membership in the Chapter for whatever reason.
4.4) Failure to Pay Dues or Assessments
Membership shall be terminated upon the member’s failure to pay dues or assessments as levied pursuant to Article 4.1 herein.
5.1) General Meetings of Members
Meetings of the members of the Chapter shall be held and conducted in accordance with the following provisions
Meetings of the members may be held at any place within or without the State of Minnesota as designated by the Program Committee.
Notice of meetings and elections shall be given to all members entitled to vote at the meeting or elections. “Notice” means a written notification of a meeting stating time, place, and in the case of a special meeting, purpose, which is properly addressed according to the last available Chapter records and which is delivered or mailed not less than 10 nor more than 30 days before the meeting, excluding the day of the meeting.
5.4) Waiver of Notice
Any members may make a written waiver of notice before, at, or after a meeting.
A simple majority vote of the total regular (voting) membership present in person at a meeting for members shall constitute a quorum sufficient for conducting business and to carry all motions requiring a vote.
5.6) Annual Meeting
There shall be an annual meeting of the Chapter during the month of July, each year, unless otherwise ordered by the Board of Directors, for the election of directors, and for the transaction of any other business. Meetings shall be open to all classes of members. Notice and location of such meetings shall be made in accordance with Articles 5.3 and 5.2 herein.
5.7) Order of Business
The order of business at the annual meetings shall be as follows:
- Call to order
- Read and approve minutes of previous meeting
- Receiving communications
- Reports of officers
- Reports of committee heads
- Unfinished business
- New business
- Election of officers
The order of business may be altered or suspended at any meeting by a majority vote of the regular members present.
5.8) Special Meeting
Special meetings may be called for any purpose at any time upon written request, by authorized individuals, to the President, Vice President, or Secretary. Authorized individuals who may request a special meeting are the President, two or more directors, or any five or more regular members. The officer who receives the written request shall give notice of the meeting to be held not later than 30 days after receiving the request.
Voting for election of the Board of Directors, Amendments to the Bylaws, and/or Article of Incorporation shall be by secret ballot. All other voting will be by show of hands, or voice vote unless otherwise requested by any regular member of the Chapter.
6.1) General Powers
The property, affairs and business of the Chapter shall be managed by the Board of Directors. The Board shall have full and complete charge of all operations, finances, and procedures of the Chapter not otherwise reserved to members by these bylaws. It may appoint members to fill vacancies on the Board, such members to serve until the next general elections. It may, by a two-thirds vote of the entire Board, remove an officers of director for failure to properly discharge the duties of office. The Board shall approve all applications for membership.
6.2) Qualifications and Term of Office
Directors shall be members of the Chapter and the APA and shall be natural persons. Each member of the first Board of Directors named in the Articles of Incorporation and each successor or additional director shall hold office until the next annual meeting of members and until a successor shall be elected and qualified or until death, resignation, incapacity preventing administration of the office of director or removal by a majority vote of the Board of Directors. No director shall serve in the same office more than two consecutive terms.
At no time shall the Board of Directors consist of less than three (3) directors. The number of directors shall be ten (10) unless such number is changed by a majority of the regular members voting at a duly called meeting or by the Board of Directors when authorized.
A majority of the remaining members of the Board, though less than quorum, shall fill any vacancies occurring on the Board. The person shall hold office until a successor has been elected.
Meetings of the Board of Directors shall be held and conducted in accordance with the following provisions:
A meeting of the Board of Directors may be held at any place within or without this state designated by the Board.
Each meeting of the Board of Directors shall be held at the call of the president or vice president and must be called by either of them on the written request of any member of the Board.
Notice of the time, place and purpose of a meeting of the Board of Directors, except as herein otherwise provided, shall be given by personally serving or mailing notice thereof at least five (5) days before the meeting to the usual business or residence address of the directors. The Board may adopt a resolution which authorizes regularly scheduled meeting of the Board of Directors to be held without notice and at such time and place as shall be determined in the resolution.
(04) Waiver of Notice
A director may make written waiver of notice before, at, or after a meeting.
(05) Board Action
Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing and signed by all of the directors.
A majority of the Board of Directors shall contribute a quorum for the transaction of business; provided, however, that if any vacancies exist by reason of death, resignation or otherwise, a majority of the remaining directors, but not less than two (2) shall constitute a quorum for the conduct of business. An act of the majority of the directors present at a meeting at which a quorum is present is the act of the Board.
Directors shall not receive any stated salary for their services as such, but by resolution of the Board a fixed, reasonable sum or expense of attendance, if any, or both, may be allowed for attendance at each meeting of the Board. The Board of Directors shall have the power, in its discretion, to contract for and pay to directors rendering unusual or exceptional service to the Chapter special compensation appropriate to the value of such service.
6.7) Executive Committee
The Board of Directors may designate two or more of its members to constitute an executive committee and, to the extent determined by the Board, the executive committee shall have the authority as granted by the Board in the management of the business of the corporation. The executive committee shall act only in the interval between meetings of the Board and at all times is subject to the control and direction of the Board.
6.8) Resignation and Removal
Any director may resign at any time by delivering a written resignation to the president or secretary of the Chapter. The resignation shall be effective as of the date of receipt by such officer and shall not constitute a resignation as a member of the Chapter. The Board of Directors may, with or without cause, remove a director from office at a Board meeting, provided that the notice of the meeting at which removal is to be considered states such purpose. When a director has been removed, a new director may be appointed at the same meeting.
The Board of Directors may appoint or authorize the appointment of such committees as it may from time to time deem necessary. Such committee shall have the powers, duties and responsibilities and shall be organized and function as specified in its appointment.
7.1) Number and Duties
The officers of the Chapter shall be a president, a vice president, a secretary, a treasurer, and such other offices and officers with such powers and duties not inconsistent with these bylaws as may be appointed and determined by the Board of Directors. Any two offices except those of president and vice president and those of president and secretary, may be held by the same person.
7.2) Election, Term of Office and Qualifications
The officers shall be elected annually by the Board of Directors from among its number at the first meeting of the Board of Directors to be held immediately following the annual meeting. Beginning with the 1989/1990 business year, the newly elected vice president will move into office of president when his/her term has expired. Such officers may be removed with or without cause by the affirmative vote of a majority of the whole Board of Directors. No officer shall serve more than two consecutive annual terms in the same office.
In case any office of the Chapter becomes vacant by death, resignation, retirement, incapacity or any other cause, such vacancy shall be filled by the affirmative vote or action of a majority of the directors then in office, and the officer so elected shall hold office for the remainder of the term.
7.4) The President
The President shall preside at all meetings of the Board of Directors, shall have and exercise general management and supervision of the affairs of the Chapter, and shall do and perform such other duties as may be assigned to the President by the Board of Directors. “The President shall attend meetings of the Board of Directors during the year following the year of the presidents’s last term of office, either as a member of the Board or in an advisory capacity.”
7.5) Vice President
At the request of the president or in the event of the absence or disability of the President, the Vice President shall perform the duties and possess and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe. At the end of the president’s term of office, the vice president will assume the position of president.
The Secretary shall be secretary of and shall attend all meetings of the members and Board of Directors. The Secretary shall act as clerk thereof and shall record all the proceedings of such meetings in the minute book of the Chapter, and shall give proper notice of meetings to members and directors. The Secretary shall maintain a membership list. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors.
The Treasurer shall keep accurate accounts of all moneys of the Chapter received or disbursed, shall deposit all moneys, drafts, and checks, in the name of and to the credit of the Chapter in such banks and depositories as the Board of Directors shall designate from time to time, and shall have power to endorse for deposit all notes, checks and drafts received by the Chapter. The Treasurer shall disburse the funds of the Chapter as authorized by the Board of Directors, and shall render to the President and the Board of Directors, whenever required, and account of all of the transactions of the Treasurer and of the financial condition of the Chapter. The Treasurer will give proper notification of membership dues, entrance fees, special assessments, or all three, as directed by the Board of Directors. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors from time to time.
7.8) Additional Officers, Agents and Representatives
The Board of Directors may appoint such other officers as it may deem necessary, who shall perform the duties and assume the responsibility of the prescribed office under the general direction of the Board of Directors and as the Board of Directors may direct. The Board of Directors may appoint such agents and representatives of the Chapter with powers and to perform such acts or duties on behalf of the Chapter and the Board of Directors as the Board of Directors may see fit.
The compensation of all officers, agents or representatives of the Chapter shall be fixed by the Board of Directors, shall be reasonable in amount for the services rendered, and the fact that any officer, agent or representative of the Chapter is a member of the Board of Directors shall not preclude such person from receiving compensation appropriate to the value of such person’s services or from voting on a resolution providing for the same.
7.10) Officers Shall Not Lend Chapter Credits
Except as authorized by the Board of Directors, no officer of this Chapter shall sign or endorse in the name or on behalf of this Chapter, or in such officer’s official capacity, any obligations for the accommodation of any other party or parties, nor shall any check, note, bond, stock certificate or other security or thing of value belonging to this Chapter be used by any officer or director as collateral for any obligation other than valid obligations of this Chapter.
8.1) Standing Committee
The Chapter shall have at least three standing committees as follows:
- Audit Committee
The audit committee shall conduct an audit of the Chapter’s financial records and report their findings to the Board of Directors.
- Membership Committee
The membership committee shall conduct membership drives; screen membership applications and make recommendations to the Board of Directors, on the qualifications and classification of prospective members. It shall, at the request of the Board, make recommendations as to the imposition and amount of dues to be paid by each class of membership. It shall be responsible for the development and distribution of applicant membership forms and literature. It shall investigate any charges of inappropriate member conduct brought to the Board of Directors.
- Program Committee
The program committee shall have the responsibility for making the necessary arrangements for the use of facilities at which meetings shall be conducted. It shall also plan the meeting agenda and arrange for the appearance of guest speakers.
- Research Committee
The research committee shall conduct surveys to obtain pertinent data from the membership and report to the membership the results of such surveys.
Each standing committee an such other committees, that from time to time may be formed, shall have not less than two (2) members, one of which shall be the committee chairperson.
The chairperson of each standing committee shall be chosen from among the Board of Directors through appointment by the President. Each chairperson shall be responsible for directing and coordinating the affairs of his/her committee.
Vacancies that occur on any committee by reason of death, resignation, or otherwise, may be filled by appointment of the President for the unexpired term.
8.5) Term of Committee Membership
Each committee member shall serve a term of one year but may be reappointed for not more than two successive annual terms.
8.6) Other Committees
The President of the Chapter, with the approval of the Chapter’s Board of Directors, shall have the authority to appoint committees from among the Chapter’s membership and to name their chairperson. Each committee shall meet at the call of its chairperson or at the request of the president for the purpose of discharging its responsibilities to the Board of Directors.
9.1) Fiscal Year
The fiscal year of the Chapter shall end on July 31st of each year.
9.2) Audit of Books and Accounts
The books and accounts of the Chapter shall be audited annually or at such time as may be ordered by the Board of Directors.
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 the Chapter for consideration that the Board of Directors deems expedient.
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter shall be signed by the Treasurer or such officer or officers, agent or agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors.
All funds of the Chapter not otherwise employed shall be deposited from time to time to the credit of the Chapter in such banks, trust companies, or other depositories as the Board of Directors selects.
10.1) Authority of Board of Directors
The Chapter acting through its Board of Directors or as otherwise provided in this Bylaw, shall exercise as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law, its power to indemnify any person who is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, wherever brought, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, or agent of the Chapter, or is or was serving at the request of the Chapter, as a director, officer, employee, or agent of another association, corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fee, judgement fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding.
10.2) Standard for Indemnification
Any person described in Section 10.1 may be indemnified by the Chapter if such person acted in good faith and in a manner said person reasonably believed to be in or not opposed to the best interests of the Chapter , and, with respect to any criminal action or proceeding, had not reasonable cause to believe such conduct was unlawful.
10.3) No Presumptions Resulting From Termination of Actions
The determination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Chapter, and, with respect to any criminal action or proceeding, have reasonable cause to believe that such conduct was unlawful.
10.4) Mandatory Indemnification
To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in this Bylaw, or in defense of any claim, issue or matter within the Bylaw, such person shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by such person in connection therewith.
Any indemnification under Section 10.1 unless ordered by a court, shall be made by the Chapter only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 10.2. Such determination shall be made (1) by the Board of Directors by majority vote or a quorum consisting of directors who are not parties to such action, suite, or proceeding or (2) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (3) by the members.
10.6) Advance Payment
The expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Chapter in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Section 10.5 upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Chapter as authorized in the Bylaw.
10.7) Continuous of Indemnification
The indemnification provided by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
10.8) Not Exclusive Remedy
The indemnification provided by this Bylaw shall not exclude any other right to which an officer may be entitled under any agreement, vote of members or disinterested directors, or otherwise, both as to action in the official capacity of such person and as to action in another capacity while holding such office, and shall not imply that the Chapter may not provide lawful indemnification not expressly provided for in the Bylaw. Nothing contained in this Bylaw affect any rights to indemnification which Chapter personnel other than directors and officers by be entitled by contract or otherwise under law.
The Chapter may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Chapter, or is or was serving at the request of the Chapter as a director, officer, employee, or agent of another Chapter, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, provided that no indemnification shall be made under any policy of insurance for any act which could not be indemnified by the Chapter under this Bylaw.
10.10) Notice of Indemnification
If, under this Bylaw, any expenses or other amounts are paid by way of indemnification, otherwise that by Court order or action by the members, the Chapter shall, not later than the next annual meeting of members unless such meeting is held within three (3) months from the date of such payment, and, in any event, within fifteen (15) months from the date of such payment, mail to its members of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status of the litigation or threatened litigation at the time of such payment.
11.1) Equal Opportunity
This Chapter adheres to the principles that all person shall have equal opportunity and access to all Chapter activities, including the holding of office, without regard to race, creed, color, sex, age, handicap or national origin.
12.1) Distribution of Residual Assets
In the event of the dissolution of this Chapter, any property or assets held by it, after discharging all liabilities and obligations as required by law, shall be distributed to such corporations or associations located in or around the Twin Cities Metropolitan Area as the Board of Directors may designate; provided, however, that any such organizations are then qualified as an exempt organization under the Internal Revenue Code of 1954 pursuant to Section 501©(3) thereof (or under the corresponding provisions of any future United States Internal Revenue Law). In the event that the Board of Directors do not designate an organization as above provided, distribution shall be made for one or more exempt purposes specified in said Section 501©(3), or to a local, state, or federal government for public purpose.
Except as provided in Section 13.2 of this Article 13, the Board of Directors shall propose any amendment to these Bylaws or to the Articles of Incorporation by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the members. Notice of the meeting of members, stating the purpose, shall be given to each member entitled to vote on the proposed amendment, and to each officer and director. The proposed amendment may be adopted at any such meeting of the members by a majority of the members voting.
13.2) Amendment by Directors
The members may, by a majority vote of the members voting at a meeting duly called for the purpose, authorize the Board of Directors to exercise from time to time the power of amendment of these Bylaws and to the Articles of Incorporation. When the members have so authorized the Board of Directors to amend these Bylaws or the Articles of Incorporations, the Board, by a two-thirds vote of the directors who are present and entitled to vote on the proposed amendment, may amend these Bylaws or the Articles of Incorporation at any meeting of the Board. Notice of the meeting and of the proposed amendment shall be given.
The undersigned, Roger Hopke, Secretary of the Northstar Chapter hereby certifies that the forgoing Bylaws were adopted as the complete Bylaws of the corporation at a duly called meeting of the membership of said Chapter on the 17 day of December, 1981.
Roger Hopke, Secretary
ATTEST: Jeffrey C. Burow, President