Bylaws

Humanists of Minnesota

Table of Contents

Article I

Name and Affiliation

  • Section 1. The name of the corporation shall be The "Humanists of Minnesota"
    (the "Corporation"). The Corporation shall be a chapter of the American Humanist
    Association according to the Chapter Charter granted to the Humanists of Minnesota
    dated December 27, 2000, shall be an affiliate of the Council for Secular Humanism
    and shall operate as a nonprofit organization incorporated under the laws of the
    State of Minnesota.

Article II

Principles and Purpose

  • Section 1. We accept the basic principles of Humanism as expressed in "What
    is Humanism?" from the American Humanist Association and "The Affirmations of Humanism"
    from the Council for Secular Humanism.
  • Section 2. The purpose of this corporation is to educate the public on Humanist
    philosophy and ethics, on the value of democracy, on science and the scientific method,
    on the application of critical thinking, and to promote public respect for Humanism and
    Humanists.

Article III

Membership

  • Section 1. Membership shall be limited to those who identify with the Principles
    and Purpose of the Corporation and who satisfy the dues requirements.
  • Section 2. Those interested in membership shall be supplied with a copy of "What
    is Humanism?" and "The Affirmations of Humanism" and supplied with a copy of the
    Corporation bylaws and Articles of Incorporation on request.
  • Section 3. An applicant, having indicated agreement with the Principles and Purpose
    of the Corporation, shall become a member upon payment of dues.
  • Section 4. Any member may resign by filing a written resignation with the president.
    A member can have their membership terminated by a majority vote of the members. A member
    whose membership is being considered for termination must be notified in writing at least
    two weeks before a vote is to be taken, and must be given an opportunity to respond
    either orally or in writing to the members before a vote is taken. Resignation or
    termination of membership shall not relieve a member of unpaid dues, or other charges
    previously accrued.
  • Section 5. Except as provided in these Bylaws, no person shall speak or act for the
    Corporation unless authorized to do so by the Board.
  • Section 6. Membership lists of the corporation are to be held in confidence and used
    only as directed by the Board.

Article IV

Dues

  • Section 1. Membership dues shall be determined by the Board. Dues include a subscription
    to the Corporation newsletter. The Treasurer shall notify members when their dues are two months
    in arrears. If dues are not paid within 30 days thereafter, the Membership Committee chair shall
    notify the President for action.

Article V

Corporation Meetings

  • Section 1. Program meetings shall be held monthly from September to May inclusive unless
    otherwise ordered by the Board. Program meetings shall be open to the public. Official business
    will not be conducted at these meetings.
  • Section 2. There shall be a meeting in April known as the Annual Meeting. It shall be for
    the purpose of electing officers and Board members, for the purpose of receiving reports from the
    officers and committees and to consider any other matters which may be raised.
  • Section 3. Special Membership Meetings

    • a. A special membership meeting may be called by the President, and must be called by the
      President upon receipt of a written request signed by at least five members. The request shall
      specify the subject(s) to be discussed at the special meeting.
    • b. Notice of the special meeting, including the subject(s) to be discussed, the date, time
      and place of the meeting shall be printed in the next issue of the Corporation newsletter. Only the
      subject(s) specified in the newsletter notice can be discussed or acted upon at the special meeting.
      The special meeting may be held separately or in conjunction with a program meeting at the
      discretion of the President but must be held sometime during the month for which the newsletter is
      published and in no case less than seven days after the expected date of delivery of the newsletter.
  • Section 4. A current list of members and their addresses will be available at the Corporation's
    office and at membership meetings to directors and members in good standing for the purpose of
    communicating with other members concerning upcoming meetings of the Corporation. Information contained
    in such lists may not be used for any other purpose or shared with nonmembers or other organizations
    without Board permission.
  • Section 5. Notice of upcoming membership meetings shall be prominently displayed in the Corporation
    newsletter.
  • Section 6. A quorum for conducting business shall consist of twelve members of the Corporation.
  • Section 7. All issues to be voted on except adoption, amendment, or repeal of the Corporation
    bylaws or Articles of Incorporation shall be decided by a simple majority of the members present at the
    meeting in which the vote takes place.

Article VI

Nominations and Elections

  • Section 1. At a special meeting of the membership held in February a Nominating Committee of
    from three to five persons shall be elected by the majority of members present. The President may not
    be a member of this Committee. It shall be the duty of this Committee to organize elections and to
    nominate candidates for the offices and the Board to be elected at the Annual Meeting in April. All
    nominees must have been members in good standing of the Corporation for at least one year. The Nominating
    Committee may nominate more than one candidate for any office, and they shall report their nominations at
    a special meeting in March. Additional nominations from the floor shall be permitted at the special meeting
    in March at the end of which nominations will be closed. The names of all nominees to all offices and a
    brief background of each candidate shall be published in the April 1 edition of the Corporation newsletter.
  • Section 2. Elections.

    • a. The officers shall be elected to serve for one year or until their successors are elected.
      Their term of office shall begin at the close of the annual meeting at which they are elected.
    • b. At-large Directors shall be elected to serve for two years or until their successors are elected.
      Their term of office shall begin at the close of the annual meeting at which they are elected. Three
      Directors shall be elected in odd years and four Directors in even years.
    • c. Absentee ballots shall be permitted.
  • Section 3. Vacant offices may be filled by appointment by the President with the approval of the
    Board and the appointee shall serve until the expiration of the term being filled. The offices
    of president and treasurer can not be left unfilled.
  • Section 4. Resignation or removal from office.

    • a. A member may not serve as an officer and/or at-large Board member for more than ten consecutive
      years.
    • b. Resignation by an officer or at-large director must be in writing and received by the president.
    • c. An officer or at-large director, whether elected or appointed, may be removed, with or without
      cause, by vote of a simple majority of the members present at an annual meeting or at a special meeting
      called for that purpose.

Article VII

Officers and Duties

  • Section 1. The officers of the Corporation shall be a President, a Vice-President, a Secretary, and
    a Treasurer.
  • Section 2. These officers shall perform the duties prescribed by these bylaws. Duties of the officers
    include serving as Directors. Officers shall keep accurate records of Corporation business conducted by them
    to be transferred to their successors.
  • Section 3. Officers shall receive no compensation other than reasonable expenses.
  • Section 4. The President shall be the principal officer and shall:

    • a. Preside over all membership and Board meetings of the Corporation.
    • b. Be the official spokesperson for the Corporation.
    • c. Insure that complete and accurate copies of the Corporation's Articles of Incorporation, Bylaws,
      financial records and minutes of all meetings for the last six years are available at the Corporation's
      registered office.
    • d. Be the contact person for the conduct of official Corporation business with the American Humanist
      Association and all other outside organizations.
    • e. Appoint committee chairs and leaders of working groups created by the Board.
    • f. Be an exofficio member of all committees, subcommittees and working groups except the nominating
      committee.
    • g. Call special meetings of the Corporation or the Board as provided by these bylaws.
    • h. Have discretion to take any action necessary and proper to carry out the Principles and Purpose
      of this Corporation such actions not being inconsistent with these Bylaws or the actions and directives of
      the Board or the members.
  • Section 5. The Vice President shall:

    • a. Perform the duties of the President in the absence of that officer.
    • b. Serve in such other capacities as may be assigned by the President.
  • Section 6. The Secretary shall:

    • a. Keep accurate minutes of all Corporation and Board meetings and distribute copies to all officers
      and directors in a timely manner.
    • b. Prepare correspondence as directed by the President or the Board.
    • c. Preserve in a permanent file the minutes of all Corporation and Board meetings in which business
      is transacted and all other records, letters, etc. of value to the Corporation.
    • d. Keep and maintain a record of all policies established by the Board.
  • Section 7. The Treasurer shall:

    • a. Not make any disbursements or allocations of Corporation funds beyond those budgeted without
      prior authorization of the Board.
    • b. Receive all income and make all disbursements in accordance with these Bylaws.
    • c. Keep a permanent record of all receipts and disbursements of the Corporation.
    • d. Give a full financial report to the Corporation annually and interim reports monthly to the Board.
  • Section 8. Officers shall not be indemnified by the corporation.

Article VIII

Board of Directors (The "Board")

  • Section 1. The Board shall have a minimum of three members and shall consist of the four officers
    and up to seven at-large members.
  • Section 2. Directors shall receive no compensation other than reasonable expenses.
  • Section 3. The Board shall be responsible for conducting all Corporation business in accordance
    with these Bylaws. The Board shall set the time and place of Corporation and Board meetings and shall
    perform such other duties as are specified in these bylaws. There shall be a minimum of one Board meeting
    a year. The Board's actions shall not conflict with actions taken by the members at annual or special
    meetings.
  • Section 4. The President may, at his/her discretion, but must at the request of two or more directors,
    call a special meeting of the Board. There must be a minimum of three days between the call and the time of
    the special meeting. Every reasonable effort must be made to inform all Board members of the time, date, place,
    and reason(s) for the special meeting. Only the subject(s) stated as the reason(s) for calling the special
    meeting may be discussed and acted on at the special meeting.
  • Section 5. A quorum for a Board meeting shall consist of a majority of the Board.
  • Section 6. Notice of Board meetings and reports of Board actions shall be conveyed to the members
    through the Corporation newsletter. Board meetings are open to all members and they are encouraged to attend.
  • Section 7. Directors shall not be indemnified by the corporation.

Article IX

Committees, Subcommittees, and Working Groups

  • Section 1. The Board may create such committees and working groups as it deems necessary and appropriate
    to carry out the responsibilities of the Board and the Principles and Purpose of the Corporation. Such
    committees and working groups shall have only such powers and responsibilities as are granted to them by the
    Board.
  • Section 2. A working group is a task oriented group created by and responsible to the Board, a committee,
    or a subcommittee. A working group is under the direction of a leader, has no policy making role and is solely
    concerned with the accomplishment of its assigned task.
  • Section 3. A committee, or working group created by the Board shall consist of one or more persons.
    Chairs of committees and leaders of Board created working groups shall be appointed by the President and serve
    at the pleasure of the President subject to review by the Board.
  • Section 4. Committee chairs and leaders of working groups created by the Board shall be responsible for
    appointing their own members subject to review and approval by the Board. Chairs and leaders must report to the
    Board regularly and are encouraged to attend Board meetings.
  • Section 5. Committees may create and staff such subcommittees and working groups as they deem necessary
    and appropriate to assist them in carrying out the responsibilities, goals, and purposes assigned to them by
    the Board. Committee chairs must report the creation and staffing of such entities to the Board. Committees
    are responsible to the Board for all actions of the entities they create.
  • Section 6. No committee, subcommittee, working group, or individual member shall speak or act on behalf
    of the Corporation or a committee, subcommittee, or working group of the Corporation on any position unless
    authorized by the Board.

Article X

Parliamentary Authority

  • Section 1. The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall
    govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with
    these bylaws and any special rules of order the Corporation may adopt.

Article XI

Amendment of Bylaws and Articles of Incorporation

  • Section 1. Proposed bylaws or Articles of Incorporation amendments must be submitted to the Board of
    Directors in writing signed by five or more members. The Board will review such proposed amendments but may
    not make any changes in them without the permission of the submitters. Following review by the Board, the
    proposed amendments shall be published in the next Corporation newsletter with the Board's recommendations.
  • Section 2. The proposed amendments shall be submitted to the members for voting at a special meeting
    called by the President. No changes to the proposed amendments may be made at the special meeting. A two thirds
    vote of the members present at the special meeting is required for approval.
  • Section 3. Exception: The corporate address in the Articles of Incorporation may be amended by a
    majority vote of the Board of Directors.

Article XII

Dissolution of the Corporation

  • Section 1. Upon the dissolution of the organization, assets of the corporation shall be distributed for
    one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or
    corresponding section of any future federal tax code, or shall be distributed to the federal government, or to
    a state or local government for a public purpose.

These bylaws were approved by a two thirds majority of the voting members at a special meeting on January 16, 2003.