RECYCLING ASSOCIATION OF MINNESOTA (RAM) BY-LAWS
As approved by the RAM Board of Directors and Members October 7, 2022
The Recycling Association of Minnesota, hereby known as the Association, has been organized and shall operate exclusively for charitable purposes including but not limited to:
- engage in, assist and contribute to appropriate technologies which manage solid waste in Minnesota including resource conservation, reduction, reuse, recycling and composting
- engage in research, special studies, report preparation, meetings and activities related to resource conservation, solid waste reduction, reuse, recycling and composting
- inform and educate the public of resource conservation, solid waste reduction, reuse, recycling and composting through activities such as sponsorship of conferences, seminars, educational meetings, publications and curriculum
- assist members in improving their skills and techniques in resource conservation, reduction, reuse, recycling and composting
- increase the demand for recycled content products
ARTICLE II. LOCATION
The principal office of the Association, at which the general business of the Association will be transacted and where the records of the Association will be kept, will be at such place in the state of Minnesota as may be fixed from time to time by the Board of Directors.
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership and Membership Fees.
Any individual, organization, or other entity shall become a member of the Association upon submission of a membership form or online application to become a member and payment of the annual fee established by the Board of Directors. The Board shall establish (and may, from time to time, modify) a schedule of dues or charges for membership, payable each year. Membership shall begin the day on which payment is deposited into the organization’s appropriate bank account and will last for one year from that date. The Board may establish different categories of membership, with different dues or charges.
Section 2. Resignations and Terminations.
Any member may resign at any time by delivering a written or e-mailed resignation to the Association. Such resignation shall take effect upon the date of the receipt of the written or e-mailed resignation by the Association or by the date specified in the resignation, whichever is later. No resignation shall entitle any member to the refund of any membership dues paid prior to such resignation.
Members that are 60 days delinquent on membership dues will be terminated as members until dues are received.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Annual Meeting.
The annual meeting of the members of the Association for the election of Directors and for the transaction of other business shall be held on such day as shall be fixed by resolution of the Board.
Section 2. Special Meetings.
Special meetings of the members may be called at any time either by the vote of a majority of the Board present at a Board meeting, or by a petition requesting such meeting containing the signatures of twenty-five (25) percent of the members.
Section 3. Notice of Meeting of Members.
Written notice of each annual or special meeting of the members shall be mailed or e-mailed by, or at the direction of the secretary, to each member not less than ten (10) or more than thirty (30) days before the date of the meeting. The notice shall specify the place, date, and time of the meeting and in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum.
A quorum for any meeting of the voting members shall be ten (10) percent of the members or fifty (50), whichever is less of those voting members present in-person, virtually, and by proxy, except for those matters set forth below.
Section 5. Voting.
Voting at any meeting of the members may be in person, virtual, or by proxy. Every proxy must be executed in writing or printed electronic form by the member and it shall contain a statement or statements indicating the member’s preference on a specific issue or issues being voted on by the membership. A member voting by proxy must give his or her proxy to a member who will be attending the meeting. A member may only bring one proxy for another member per meeting
ARTICLE V. BOARD OF DIRECTORS
Section 1. Duties
Directors are selected and elected to the Board of Directors, in part, for the purpose of bringing to the Association the experiences and knowledge of their personal and professional lives. From time to time the Directors are called upon to make contributions and advice and expertise to the Association based on their personal, professional, occupational and educational experiences.
Such contributions are made by the Directors within their role as Directors and as part of their obligations and responsibility to the Association. Any director or other individual working on behalf of the organization is expected to conduct themselves at all time with the highest degree care and loyalty to the betterment of the organization.
Section 2. Conflict of Interest
The Board shall not enter into any contract or transaction with (a) one or more of its directors,
(b) a director of a related organization, or (c) an organization in or of which a director of the Association is a director, officer, or legal representative, or in some way has a material financial interest unless:
- that interest is disclosed or known to the Board of Directors;
- the Board approves, authorizes or ratifies the action in good faith;
- the approval is by a majority of directors (not counting the interested director); and
- at a meeting where a quorum is present (not counting the interested director).
The interested director may be present for discussion to answer questions, but may advocate for the action to be taken and must leave the room while a vote is taken. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.
Section 3. Powers.
The property, procedures, affairs and activities of the Association shall be managed by a Board of Directors consisting of not less than fifteen (15) and not more than nineteen (19) voting members of the Association. At any such time when the Board of Directors consists of less than 15 voting members of the Association, the Board of Directors shall have the ability to conduct business for a period of up to 90 days until it shall bring the Board of Directors up to fifteen (15) and not more than nineteen (19) voting members.
Section 4. Eligibility and Composition of the Board of Directors.
Eligible nominees to the Board of Directors shall be at least 18 years old. . Each board member shall be a member of the Association at the time his, her, or their term commences. The Board of Directors shall have a composition in accordance with the Association policy as may be specified from time to time by the membership. There shall not be more than two (2) members from the same organization on the Board of Directors at any time.
Section 5. Appointment and Election of Directors.
The Board of Directors shall be elected by written or electronic ballot at the annual meeting of members of the Association by twenty-five (25) percent of the members voting. Board members shall seek election in one category as specified in Board policy.
Section 6. Terms of Directors.
Each Director shall serve a term of three years upon approval by the Association’s membership at its annual meeting. No Director shall serve more than nine (9) consecutive years. Any Director who has served nine consecutive years may seek re-election if a minimum of one calendar year has lapsed since the termination of his or her service of nine (9) consecutive years..
The Directors may, by the articles of incorporation, or by amendment to these bylaws adopted by a vote of the members, be divided into one, two or three classes with the number of Directors in each class being as nearly equal as possible; the term of office of those of the first class to expire at the annual meeting next ensuing; of the second class one year thereafter; at the third class two years thereafter; and at each annual election held after such classification and election, Directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire. If the Directors have staggered terms, then any increase or decrease in the number of Directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.
Section 7. Resignations.
Any Board member may resign at any time by delivering a written or e-mailed notice to the Association. Such resignation shall take effect upon the latter of either the Association’s receipt of the resignation or such subsequent date as may be set forth in the notice.
Section 8. Removal With or Without Cause.
Any Board member may be removed with or without cause at any time by the affirmative vote of two-thirds of all the members of the Association given proper notice. The Board may remove a Director for cause by the affirmative vote of a two-thirds majority of the Directors then in office. Thirty (30) days written notice of the removal must be given.
Section 9. Removal Because of Unexcused Absences.
After three unexcused absences in one calendar year, a Board member shall be removed from the Board. Written notice of the removal shall be sent by the Chair to the Board member after the second unexcused absence. Removal shall be immediate after the third unexcused absence. An unexcused absence will be any failure to appear at a board meeting without prior notification to the Chair.
Section 10. Vacancies.
If at any time there exists a vacancy in the Board of Directors, the remaining members of the Board of Directors shall, by majority vote, fill the vacancy for the unexpired term.
Section 11. Executive Committee.
The Board of Directors shall designate an Executive Committee consisting of the officers of the Board and one at-large member of the board. The one at-large member to the Executive Committee will be appointed by the Chair, Vice-Chair, Secretary and the Treasurer on an annual basis.
ARTICLE VI. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular Meetings.
The Board of Directors, from time to time, may provide by resolution for the holding of four or more regular meetings each year.
Section 2. Special Meetings.
Special meetings of the Board of Directors may be called at any time by the Chairperson or Vice-Chairperson of the Board or by a member petition containing the signatures of twenty-five
(25) percent of the membership. The meeting will be held at such time and place or by phone or by virtual meeting as may be specified in the notice of the meeting. (See Article VI, Section 6)
Section 3. Quorum.
At all meetings of the Board of Directors, the presence of fifty-one (51) percent of the total number of Directors, either in person or by telephone, shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 4. Voting.
At all meetings of the Board of Directors, except as at the time otherwise expressly required by statute or these By-Laws, all matters shall be decided by the vote of a majority of the Directors present and voting at the meeting or by a majority of the Directors voting by phone, at a virtual meeting, or by e-vote, if all members are polled by the Board Chair. All policy matters shall be decided by the vote of a supermajority (or two-thirds) of the Directors present and voting at the meeting or by a majority of the Directors voting by phone or e-mail or other electronic means if all members are polled by the Board Chair.
Section 5. Proxies.
Voting at any meeting of the Board may be in person or by proxy. Every proxy must be executed in writing by the Board member and shall contain a statement or statements indicating the Board member’s preference on a specific issue or issues being voted on by the Board. A board member voting by proxy must give his, her, or their proxy to a member who will be attending the meeting. A member may only bring one proxy for another member to each meeting. The proxy shall only apply for one meeting.
Section 6. Notice of Meetings of the Board.
Except as otherwise herein specifically provided, notice of regular and special meetings shall be given at least five (5) business days before the date of such meetings either personally, by e-mail, mail, or telephone.
ARTICLE VII. OFFICERS OF THE BOARD
Section 1. Number of Officers
The officers of this Association shall consist of the Chairperson of the Board, the Vice-Chair, the Secretary, and the Treasurer.
Section 2. Qualifications of Officers.
An officer must be a member of the Board of Directors of the Association. An officer must be in good standing as a member of the Board of Directors of the Association. No person may hold more than one office at any time.
Section 3. Election and Term of Office.
The officers of the Association will be elected annually by the Board of Directors at the first full board meeting following the annual meeting.
Section 4. Removal, Resignation, and Vacancies.
Any officer may be removed by the Board of Directors by a vote of a majority of all of the Board members. The matter of removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been given to each Board member and to the officer affected at least ten (10) days previously. A vacancy may be filled by a majority vote of the Board of Directors for the unexpired portion of the term.
Section 5. Chairperson.
It will be the duty of the Chairperson to preside at all meetings of the Board or to arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-Chair, Secretary, and Treasurer. The Chairperson will have general supervision of the affairs of the Association. He, she, or they will execute on behalf of the Association all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of the Association.
Section 6. The Vice-Chairperson.
The Vice-Chairperson shall have such powers and perform such duties as the Board of Directors may prescribe or as the Chairperson may delegate to him, her, or them. At the request of the
Chairperson, the Vice-Chairperson may, in the case of the Chair’s absence or inability to act, temporarily act in his, her, or their place.
Section 7. Secretary.
The Secretary shall keep, or cause to be kept, a complete record of all meetings of the Association, Board of Directors, and Executive Committee.
Section 8. Treasurer.
The treasurer will have general charge of the finances of the Association. When necessary and proper, he, she, or they (or his/her/their designee) will endorse on behalf of the Association all checks, drafts, notes, and other obligations and evidences of the payment of money to the Association or coming into his, her, or their possession; he, she, or they (or his/her/their designee) will deposit the same, together with all other funds of the Association coming into his or her possession, in such bank or banks as may be selected by the Board of Directors. . He, she, or they (or his/her/their designee) will keep full and accurate account of all receipts and disbursements of the Association in books belonging to the Association, which will be open at all times to the inspection of the Board of Directors or to the general public as required by federal law. He, she, or they (or his/her/their designee) will chair any board committee responsible for financial management. He, she, or they will present the Board of Directors, at its annual meeting, his, her, or their report as Treasurer of the Association and will, from time to time, make such other reports to the Board of Directors as it may require.
Section 9. Power of the Executive Committee.
The Executive Committee conducts the business of the Board in the absence or in lieu of the full Board, in accordance with the general policies set by the full Board. The Board shall specify, from time to time, the extent of the decision-making authority of the Executive Committee.
ARTICLE VIII. COMMITTEES
Section 1. Standing Committees.
The Board of Directors shall designate standing committees as necessary for the conduct of the business of the Association. Such committees may consist of both Directors and members of the Association. The chairperson of each committee shall be appointed by the Chair based on the input of the committee and board directors. All board members are expected to serve on at least one committee.
Section 2. Board Development Committee.
The Chair of the Board shall establish a board development committee consisting of three to five members of the Board. The board development committee shall be convened at least two months before the annual membership meeting and it shall attempt to identify a slate of candidates for the Board of Directors. The board development committee shall endorse a slate of candidates for Board approval. The Board shall approve all Board nominations prior to being placed on the ballot for membership voting.
Section 3. Ad Hoc Committees.
The Board of Directors may designate one or more ad hoc committees made up of membership and Board members. Ad hoc committees will be tasked to address a specified issue and for a specified period of time. The chair of an ad hoc committee shall be appointed by the Board and need not be a member of the Board of Directors.
Section 4. Conduct of Committee Business.
Committees shall be advisory in purpose unless given additional power by the Board of Directors. Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these By-Laws, the Articles of Incorporation, or state law. The Board may, from time to time, request reports or other materials from committees.
Section 5. Committee Roles of the Board Chair and Executive Director.
The Board Chair shall serve as an ex officio voting member of all standing committees and ad hoc committees. The Executive Director shall serve as an ex officio non-voting member of all standing committees and ad hoc committees.
ARTICLE IX. MISCELLANEOUS
Section 1. Liability.
The Association shall have the power to indemnify and hold harmless any director, officer or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his, her, or their capacity as a director, officer, or employee (except in cases involving willful misconduct). The Association shall have the power to purchase or procure insurance for such purposes.
Section 2. Delegation of Powers.
The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these By-Laws to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Association. Such authority may be general or confined to specific instances.
Section 3. Fiscal Policy.
The Board of Directors shall establish a fiscal policy including check signing procedures. All checks, drafts, and other orders for payment of funds, including electronic transactions, will be signed or approved electronically by such officers or such other person as the Board of Directors may, from time to time, designate.
Section 4. Record Keeping.
The Association shall keep correct and complete books and records of account and will also keep minutes of the proceedings of its members, Board of Directors, Executive Committee, and committees having any of the authority of the Board of Directors; and it shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association can be inspected by any member, his or her agent or attorney, or any member of the public in compliance with federal law.
ARTICLE X. AMENDMENTS TO THE BY-LAWS AND THE ARTICLES OF INCORPORATION
Section 1. Amendment Procedure.
The By-Laws and Articles of Incorporation may be amended to include or omit any provision that could lawfully be included or omitted at the time the amendment is made. Any member may propose a change to the Board of Directors. The Board of Directors will present the proposed change as well as a recommendation on the proposed change to the membership. Upon written notice of at least thirty (30) days, any number of amendments or an entire revision of the By- Laws or Articles of Incorporation may be submitted and voted upon at a general membership meeting or special membership meeting and will be adopted at such meeting upon receiving a two-thirds vote of the members present.
ARTICLE XI. DISSOLUTION
Section 1. General
Upon the dissolution of the Association and after the payment of the provision for payment of all the liabilities of the Association, the Board of directors will dispose of all of the assets of the Association exclusively for the purposes of the Association or to organizations that are then qualified as tax-exempt organizations under section 501 (c) (3) of the Internal Revenue code.
Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the corporation is located.