Bylaws
As a non-profit, the Headwaters Landlord Association has certain bylaws that it agrees to follow.
ARTICLE I – NAME
The name of the organization shall be the Headwaters Landlords Association.
ARTICLE II – PURPOSE
A. The purpose of the Association is to assist members to become successful through knowledge of the existing laws, codes, and procedures related to property ownership and management, and to protect the interest and investments of our members.
B. Our goal is to help each other be successful through the sharing of information by whatever legal means possible.
C. The Associate will organize as a not-for-profit entity.
ARTICLE III – MEMBERSHIP
A. An Active Member is any owner or a property manager designated by an owner of rental property, whose dues are currently paid. An Active Member has the right to vote and the privilege of holding office.
B. An Associate Member is for those who are not landlords or property managers, but provide related goods and services to landlords, whose dues are currently paid, and also endorse the goals of the organization. This shall be a non-voting membership and not eligible to serve on the Board of Directors.
ARTICLE IV – ELECTION OF OFFICERS
The officers constituting the first board of officers shall be president, vice-president, secretary and treasurer. They shall be elected from the membership of the Association by a majority vote of the members in attendance at a regular or special membership meeting. Officers elected to the first Board of officers shall hold their offices for the term of one year. Upon the expiration of the term of office of any officer of the first Board of Officers, his or her successor shall be elected in the same manner as his predecessor. In the event an office shall become vacant, a new officer shall be chosen to fill the vacancy for the unexpired portion of the term by a majority vote of the remaining officers at a regular or special meeting of the Board of Officers.
For the 2012 election, a president will be elected to serve a 1 year term. After the president’s term, they will automatically become a member of the Board of Directors for a 1 year term, unless they resign. A vice-president will be elected to serve a 1 year term and will automatically become the president in the following year. A secretary will be elected to serve a 2 year term and a treasurer will be elected to serve a 2 year term. Five Board of Director positions will be elected. Two will be one year terms and three will be 2 year terms.
For the 2013 election and thereafter, the term of president shall be for one year and will be automatically filled by the prior year’s vice-president unless that vice-president elects not to serve as president. If the vice-president elects not to serve, an open election shall be held. Other office holders shall be elected as their term expires for the same term as the 2012 terms. In 2013 and thereafter, the board of director positions will be elected as terms expire and will be for a term of two years except for one member of the board of directors. This one position shall be reserved for the out- going president and this one board position shall remain a one year term. If the outgoing president elects not to fill this position an open election will be held, however, it will remain a one year term and the following year this reserved board position will automatically be filled by the outgoing president.
ARTICLE V – DUTIES OF OFFICERS
The duties and powers of the officers of the Association shall be as follows:
President – The president shall be the chief executive officer of the Association and shall preside at all meetings of the officers and general membership. The president shall have general and active management of the business of the association and shall see that all orders and resolutions of the Board of Officers are implemented. The president shall execute all instruments on behalf of the organization.
Vice President – the vice-president shall, in the absence or inability of the president, perform the duties of that office.
Secretary – The secretary, or designee approved by the Board, shall act as clerk at all sessions of the Board of Officers and general membership and shall record all votes and minutes of all such proceedings in a book to be kept for that purpose. The secretary shall give, or cause to be given, written notice of all meetings of the Board of Officers and general membership not later than two weeks before the meeting in accordance with the law and shall perform such other duties as may be prescribed by the Board of Officers. If a designee is authorized by the Board of Directors to perform any or all duties of the secretary, the Board may compensate said designee.
Treasurer – The treasurer shall have custody of and be responsible for all monies and securities of the Association and shall keep full and accurate accounts in books belonging to the Association, showing the financial transactions of the Association, its accounts, liabilities and financial condition. The treasurer shall see that all expenditures are duly authorized and evidenced by proper receipts and vouchers and shall deposit in the name of the Association, in such depository or depositories as are approved by the Board of Directors, all monies that may be received for the Association account. The treasurer is authorized to open the bank account for the Association. The treasurer is authorized to pay bills through online banking. Maximum single disbursement is to be $250.00. To exceed that amount, a majority vote of the Board of Officers shall be required.
ARTICLE VI – BOARD OF DIRECTORS
Powers. The Directors of this corporation shall constitute its governing board and shall have such powers and authority as shall be conferred upon them by the Articles of Incorporation, the Bylaws and the statutes of the State of Minnesota under which this corporation is organized.
The Board of Directors (BOD) shall represent the whole body of the Headwaters and as such, shall make business decisions, including financial decisions less than $1000.00, provide advisory oversight and general guidance, and develop Bylaws and Bylaw changes. Bylaw changes, financial decisions greater than $1000.00, and certain other to be determined significant decisions will require the approval of the General Assembly, above and beyond the specific organizational coordination and facilitation provided by the Headwaters Board of Officers.
A. The Board of Directors shall consist of the Board of Officers and five additional Active Members. A maximum of nine votes will be allotted to the BOD constituency.
B. Directors must be members of the Headwaters Landlord Association in good standing and remain in good standing with the Association during their tenure as director.
C. A quorum will consist of 4 voting positions.
D. The BOD should meet, only when and as necessary, typically in the interim periods between general assembly meetings, but not less than once quarterly.
E. Board of Directors members may leave their positions due to the following reasons:
Missing 3 BOD meetings in a 12 month moving window without excuse or notice
By missing over 60% of scheduled Board or General Meetings within a 12 month period.
By election of a new slate of Headwaters Officers
A director may be removed at any time, with or without cause, by the affirmative vote of a majority of the number of directors present.
F. A director may resign at any time by giving written 30 day notice to this corporation. The resignation shall be effective without acceptance when the notice is given to this corporation, unless a later effective time is specified in the notice. Notice shall be served upon the president of the board by hand delivery to the president or by mailing the notice to the president by United States Mail at the president’s personal residence. The president will resign in the same manner, but shall serve notice to the vice-president. In the event that all members of the board resign simultaneously, then notice of the resignations shall be given to all members of the Headwaters Landlords Association in good standing.
G. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum. Vacancies on the board of directors resulting from newly created directorships may be filled by the affirmative vote of the majority of the directors serving at the time of the increase. A director elected to fill a vacancy shall hold office until a qualified successor is elected by the board of directors at the next annual, regular, or special meeting of the board of directors, or until his or her earlier death, resignation, or removal or disqualification.
ARTICLE VII – DELEGATION OF DUTIES
In the absence of any officers of the Association or for any other reason which the Board considers sufficient, the Board may delegate the powers or duties of such officer, provided a majority of the entire Board concurs therein, and if not, otherwise provided for in the by-laws. The Board of Officers shall appoint any committee it sees fit to serve.
ARTICLE VIII – MEETINGS
A. General meetings of the Association shall be held quarterly at a time and place approved by a majority of the Board of Directors.
B. Special meetings of the Association may be called by the Board of Directors.
C. A quorum at any general or special meeting shall consist of ten percent of the Active Members or ten Active Members, whichever is greater.
D. Only directors present at the meeting may vote. Participation in a meeting by any means of communication through which such person, other persons so participating, and all person physically present at the meeting may simultaneously hear each other during the meeting constitutes presence in person at the meeting.
E. Any action required or permitted to be taken at a meeting of the board of directors may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the board of directors at which all directors were present. The written action shall be effective on the date and time when signed by the required number of directors, unless a different effective time is provided in the written action, and all directors shall be notified immediately of its text and effective date. Failure to provide such notice shall not invalidate the written action.
ARTICLE IX – DUES
A. Dues shall be set at fifty dollars ($50.00) for the initial membership for the first year.
B. Renewal membership and Associate membership shall be set as determined by the board of directors and set annually.
C. Dues paid at any time shall represent paid membership through June 30 of that calendar year. Beginning in 2013, if a member joins after January 1, the dues will be 50% of the current year’s dues.
ARTICLE X – COMPENSATION
No officer of the Association shall be compensated for his/her service in such capacity. Dues are for the benefit of the organization, not officers.
ARTICLE XI – LIABILITY OF OFFICERS
The Officers of the Association shall not be individually or personally liable for debt, liabilities, or obligations of the organization.
ARTICLE XII – STANDING RULES
The orderly transition of business affairs during the meeting shall be governed by Robert’s Rules of Order, Revised.
ARTICLE XIII – AMENDMENTS
These by-laws may be amended by a majority vote of Active Members at a general meeting. No change to these by-laws may be finally voted on at the quarterly meeting where it was first proposed.
ARTICLE XIV – INSPECTION
The Association shall maintain a record giving the names and addresses of its members entitled to vote. All the books and records of the Association may be inspected by any officer or member at any reasonable time.