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LBMAA By-Laws

REVISED:
May 10, 1991
June 24, 1999
September 11, 2003
September 17, 2008

Article I - Purpose
Article II - Membership
Article III - Board of Trustees
Article IV - Officers
Article V - Standing and Special Committees
Article VI - Indemnification
Article VII - Order of Business
Article VIII - Fiscal Year
Article IX - Amendment

ARTICLE I

PURPOSE

The Leadership Bismarck Mandan Alumni Association (LBMAA) is established for the following purposes:

  1. To develop a network of the graduates of Leadership Bismarck Mandan;
  2. To promote the Leadership Bismarck Mandan concept by producing a yearly directory of Leadership Bismarck Mandan graduates for distribution to alumni and community leadership;
  3. To provide the Leadership Bismarck Mandan Steering Committee direction for future classes;
  4. To offer support to class members and alumni and the Leadership Bismarck Mandan program;
  5. To assist in planning and participate in future Leadership Bismarck Mandan alumni programs;
  6. To continue leadership education of alumni by featuring speakers on important local, state and national issues, programs or activities; and
  7. To establish a resource pool to assist with community needs and opportunities for service.
  8. To recognize Leadership Bismarck Mandan Alumni Association members who have made a significant contribution to the community.

LBMAA operates in partnership with the Bismarck-Mandan Chamber of Commerce. It will function under the umbrella in accordance with the articles and rules outlined hereafter.

ARTICLE II

MEMBERSHIP

Section 1. Qualification for Membership. Membership shall be open to all graduates of the Leadership Bismarck Mandan program who have paid the dues established for membership by the Board of Trustees. Membership shall also be granted to graduates of other leadership programs affiliated with NACLO. Honorary membership may from time to time be conferred by the Board of Trustees.

Section 2. Annual Membership Meetings. The annual meeting of the membership of LBMAA shall be held at a time and place determined by the Board of Trustees.

Section 3. Dues. The Board of Directors shall establish annual dues for membership in the LBMAA. Dues shall be paid for a membership term of October 1 to September 30.

ARTICLE III

BOARD OF TRUSTEES

Section 1. Number and Qualifications. The Board of Trustees shall consist of seven members.

Section 2. Term. Election to the Board of Trustees will be for two-year terms. No trustee shall serve more than two consecutive terms (four years, not including appointed terms), except if elected to an office in the last year of the trustee’s term, in which event such term will be extended to cover the period during which said trustee is in office. In the event a trustee serves as President in the last year of the term, the trustee shall serve an additional year as an ex-officio member of the Board of Trustees.

Section 3. Election of Trustees. At the annual meeting each year or a special meeting called for such purpose, the members shall elect by majority vote other trustees to serve for the term specified by these Bylaws. One of these trustees shall be elected by and from the current graduating class. In the event there are no open trustee positions, the graduating class trustee shall serve the first year as a “non-voting” member of the Board of Trustees and will be available to be elected to any open trustee positions at the next annual meeting.
A vacancy occurring on the Board of Trustees during any term shall remain vacant until the annual meeting unless the Board shall direct the Nominating Committee to recommend an appointee at an earlier time. At such time it shall be filled by the Board of Trustees at the recommendation of such Nominating Committee. Such successor trustee shall fill the unexpired term of his/her predecessor and shall thereafter be eligible for election to two consecutive terms under the terms of these Bylaws.

Section 4. Duties of the Board of Trustees. It shall be the responsibility of the Board of Trustees to establish the policies of LBMAA, to approve budgets and to create such committees as it shall deem necessary to fulfill its responsibilities hereunder. It is the duty of each member of the Board of Trustees to attend each meeting of the Board. Removal of a member from the Board of Trustees who has not attended meetings shall be at the discretion of the Board of Trustees.

Section 5. Annual and Other Meetings of the Board of Trustees. The annual meeting of the Board of Trustees shall be held promptly after the annual meeting of the membership. The Board of Trustees, at its annual meeting, shall elect officers to serve for the ensuing year and until successors are elected and qualified, shall receive reports of the President and Treasurer and shall transact such other business as may properly come before the meeting. In addition to its annual meeting, the Board of Trustees shall hold regular meetings at least three times a year.

Section 6. Notice of Trustee Meetings. Notice of the annual, any special and regular meetings of the Board of Trustees shall be given to each trustee in a timely manner prior to the meeting.

Section 7. Quorum. The members of the Board of Trustees in attendance at a regularly called meeting shall constitute a quorum for the transaction of all business; provided, however, that if less than a majority of the trustees are in attendance, any matter may be tabled until the next regularly called meeting upon the motion of any one trustee then in attendance.

Section 8. Written Consents. Any action which may be authorized or taken at a meeting of the Board of Trustees may be authorized or taken without a meeting in a writing or writings signed by all of the trustees who would be entitled to notice of a meeting of the board of Trustees held for such purpose, which writing or writings shall be filed with or entered upon the books of LBMAA.

ARTICLE IV

OFFICERS

Section 1. Election. The officers of LBMAA shall consist of a President, Vice President (President-Elect), a Secretary and a Treasurer. All officers shall be elected annually from the Board of Trustees by the Board of Trustees. Officers shall assume their official duties following the close of the annual meeting of the Board of Trustees and shall serve until the election and qualification of their successors. The President and Vice President shall not be eligible to serve more than one full term in the same office. The Vice President shall automatically become President at the close of the annual meeting of the Board of Trustees at the end of the term of his/her predecessor or at such earlier time as a vacancy occurs in the office of President. Any officer may be removed from office by the vote of two-thirds (2/3) of the trustees at a meeting specially called for such purpose. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the Board of Trustees, except as otherwise provided in this section. In case a vacancy occurs in the office of the President, the Vice President shall serve notice of the election.

Section 2. Duties. The duties of the President, Vice President, Secretary and Treasurer shall be such as are usually incident to their respective offices, and such further duties as the Board of Trustees and these Regulations shall prescribe:

  1. The President shall preside at all Board of Trustees meetings and membership meetings and shall perform such further duties as each respective body may prescribe.
  2. The Vice President shall be the President-Elect and shall perform the duties of the President in the absence or disability of that officer to act.
  3. The Secretary shall make arrangements for the recording of all meetings of the membership of the Board of Trustees.
  4. The Treasurer shall keep a full and accurate account of receipts and expenditures, shall make periodic financial reports to the Board of Trustees and shall make a full financial report at the annual meeting of the Board. Further, the Treasurer shall maintain a current membership list.
  5. The President or a designee of the Board of LBMAA will serve on the Leadership Bismarck Mandan Steering Committee.

ARTICLE V

STANDING AND SPECIAL COMMITTEES

Section 1. Nominating Committees. There shall be a Nominating Committee charged with selecting each year those to be participants on the LBMAA Board of Trustees for recommendation to the membership for election. The selection process shall be carried out in a manner that best serves the purposes of LBMAA as outlined in Article I and shall be approved by the Board of Trustees. The President-Elect and two at-large Board members will participate as members of this committee.

Section 2. Program Committee. There shall be a Program Committee charged with planning and arranging the activities of the LBMAA. The Committee shall also conduct periodic evaluations of the programs.

Section 3. Additional and Special Committees. The Board of Trustees may create such additional standing committees and special committees as it may deem necessary to promote and carry on the work of LBMAA. The term of each chairperson shall be one year. The chairperson of each standing committee shall report periodically to the Board of Trustees. The President-Elect shall be an ex-officio (non-voting) member of all committees.

ARTICLE VI

INDEMNIFICATION

LBMAA shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was a trustee or officer of the corporation, or any trustee or officer of LBMAA who is or was serving at the request of LBMAA as a director, trustee, officer, employee, or agent of another domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, against all losses, costs and expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him/her in connection with such action, suit or proceeding, to the maximum extent permitted by law.

ARTICLE VII

ORDER OF BUSINESS

At the annual membership meetings, the order of business shall be as follows:

  1. Approval of minutes of previous meeting.
  2. Reports of trustees and committees.
  3. Financial report of statement.
  4. Reports of President, Treasurer and other officers.
  5. Unfinished business.
  6. Election of trustees.
  7. New or miscellaneous business.

This order may be changed by the affirmative vote of a majority of the members of LBMAA present at any meeting.

ARTICLE VIII

FISCAL YEAR

The fiscal year of LBMAA shall end on the 30th day of September in each year.

ARTICLE IX

AMENDMENT

These Bylaws may be amended at the annual membership meeting or at a special meeting called for that purpose by a two-thirds (2/3) vote of the members present in person. The proposed amendment shall be mailed to all members not less than fourteen days prior to the membership meeting.


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