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Board Policy Manual
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Affiliated Organizations

MACO will consider mutually beneficial relationships with other organizations on a case by case basis. To be considered, the interested entity must provide a brief proposal to the MACO Executive Committee, which will decide whether or not to make a recommendation to the Board.

Annual Meeting

    • The Board shall present at the Annual Meeting of Members a report, verified by a majority of the Directors, showing the following:
      • The assets and liabilities, including any trust funds of the Association as of the end of a twelve-month period terminating not more than six (6) months prior to the meeting;
      • The number of Members of the Association as of the date of the report, together with a statement of increase or decrease in such number during said period, and a statement of the place where the names and address of the current Members may be found.
      • The annual report shall be filed with the records of the Association and a copy thereof entered in the minutes of the proceedings of the Annual Meeting of Members.
    • Minutes
      • Minutes of business transacted at the Annual and Special Meetings will be prepared.
      • Minutes must be approved by the Board of Directors and will be distributed on request to Members in good standing.

Anti-trust Avoidance

It shall be the policy of the Association to be in strict compliance with all United States of America Federal and State Antitrust laws, rules and regulations. Therefore:

  • These policies and procedures apply to all membership, board, committee and other meetings of the Association, and all meetings attended by representatives of the Association.
  • Discussions of prices or price levels are prohibited. In addition, no discussion is permitted of any elements of a company's operations which might influence price such as:
      • Cost of operations, supplies, labor or services;
      • Allowance for discounts;
      • Terms of sale including credit arrangements; and,
      • Profit margins and mark ups, provided this limitation shall not extend to discussions of methods of operation, maintenance, and similar matters in which cost or efficiency is merely incidental.
  • It is a violation of Antitrust laws to agree not to compete, therefore, discussions of division of territories or customers or limitations on the nature of business carried on or products sold are not permitted.
  • Boycotts in any form are unlawful. Discussion relating to boycotts is prohibited, including discussions about blacklisting or unfavorable reports about particular companies including their financial situation.
  • It is the Association's policy that all meetings attended by representatives of the Association where discussion can border on an area of antitrust sensitivity, the Association's representative request that the discussion be stopped and ask that the request be made a part of the minutes of the meeting being attended. If others continue such discussion, the Association's representative should excuse himself/herself from the meeting and request that the minutes show that he/she left the meeting at that point and why he/she left. Any such instances should be reported immediately to the President and staff of the Association.
  • It is the Association's policy that a copy of these Antitrust Compliance Policies and Procedures be given to each officer, director, committee member, official representative of member companies and Association employees annually and that the same be read, or understood at all meetings of the membership of the Association.

Awards, Recognitions, and Scholarships

The MACO Board has approved the following awards to be disseminated to its members:

MACO Honor Roll

This award may be given annually at the MACO Winter Conference to recognize a person who has made a significant contribution to MACO. The recipient is selected by the MACO President who may consult with other board members or the leadership of the MACATFO and MCRA associations.

    • Eligibility: discretion of the MACO President
    • Award Recognition
      • Recognition Plaque
      • Recognition on the MACO website
      • Recognition in the MACO newsletter

MACO Outstanding Auditor of the Year

This award may be given out annually at the MACO Winter Conference to recognize someone who has positively impacted both the MACATFO organization and MACO. The recipient is chosen by the MACATFO board.

  • Eligibility
  • Awarded must be an office holder or have been an office holder in the 12-month period immediately prior to the conference
  • Awarded must be from a county in good standing in MACO
  • Award Recognition
  • Recognition Plaque
  • Recognition on the MACO website
  • Recognition in the MACO newsletter

MACO Outstanding Treasurer of the Year

This award may be given out annually at the MACO Winter Conference to recognize someone who has positively impacted both the MACATFO organization and MACO. The recipient is chosen by the MACATFO board.

  • Eligibility
  • Awarded must be an office holder or have been an office holder in the 12-month period immediately prior to the conference
  • Awarded must be from a county in good standing in MACO
  • Award Recognition
  • Recognition Plaque
  • Recognition on the MACO website
  • Recognition in the MACO newsletter

MACO Outstanding Recorder of the Year

This award may be given out annually at the MACO Winter Conference to recognize someone who has positively impacted both the MCRA organization and MACO. The recipient is chosen by the MCRA board.

  • Eligibility
  • Awarded must be an office holder or have been an office holder in the 12-month period immediately prior to the conference
  • Awarded must be from a county in good standing in MACO
  • Award Recognition
  • Recognition Plaque
  • Recognition on the MACO website
  • Recognition in the MACO newsletter

Board of Directors

  • Meetings will be held on the final day of the Winter Conference; on a day specified by the President in conjunction with the Association of Minnesota Counties (AMC) annual conference (usually in December); and at other times of the year as called by the President.
  • Perform duties as outlined in the MACO Bylaws.
  • Adopt, modify, or rescind provisions of the MACO Policy Manual by majority vote.

Code of Conduct

  • Board members will annually sign a Code of Conduct form that highlights their awareness of board members’ responsibilities and their agreement to comply with all MACO governing documents.
  • The Board of Directors may censure, suspend, or expel Members for violations of the MACO Code of Conduct or Bylaws. When a board member is made aware of a potential violation they should inform the president who may bring the matter before the full board immediately or may appoint a committee to conduct an investigation and if charges are felt valid then will proceed to bring the question before the full board. An expulsion from the Board or membership may be enacted by a two-thirds vote of the voting members of the Board of Directors at a regular or special meeting called for that purpose. The Member who is being accused must be notified at least 10 business days in advance of the meeting, and have the opportunity to present his/her case prior to the vote.

Committees

  1. Rules for MACO Committees
    • All committees must be authorized by the Board of MACO. MACO reserves the right to add or eliminate committees at any time.
    • Committees must be chaired by a MACO Member(s) in good standing.
    • The Chair(s) may be nominated by the Committee but must be approved by the MACO Board or Executive Committee.
    • Any activities that would incur a cost to MACO must be approved in advance by the board or executive committee.
    • Committees are not permitted to enter into any agreements, sponsorships or relationships, financial or otherwise, with charities on behalf of MACO without specific approval by a vote of the MACO board.
    • Committees are responsible for certain goals and activities assigned by the Board and should recommend to the MACO Board strategies, events and projects that will move the organization forward to meet those strategic goals.
    • Minutes of each committee meeting will be forwarded by MACO staff or designated committee representative to committee members within one week following the meeting.
    • Names and contact information of committee members will be maintained by the MACO office.
    • Meeting notices will be sent by U.S. mail or email and should arrive at the MACO office at least ten (10) days prior to the meeting. The committee schedule should be sent to staff in advance if possible so meetings can also be posted on the MACO web site.
    • Non-MACO members attending committee meetings will be considered non-voting guests.
    • Committees must report on their activities a minimum of once per year to the MACO Board of Directors.
    • Committees must communicate their activities to the MACO membership through the newsletter a minimum of once per year.
    • Authorized MACO committees may use the MACO teleconference number. Committees of either MACATFO or MCRA also may use the MACO teleconference number but must inform the MACO treasurer and they are responsible for charges.
  2. Purpose of Committees:
    1. To carry out the vision, mission, goals and strategic plan that is set in place by the Board of Directors.
    2. To represent and meet the needs of MACO members.
    3. To provide the opportunity for fellowship and information sharing.
      • Specific Committee Rules
      1. Public Policy
        • The Public Policy Committee will be jointly chaired by a member of the MACATFO board and a member of the MCRA board. If neither the MACATFO or MCRA board member is also a member of the MACO board, then a MACO board member will be appointed to the committee by the MACO President.
        • All Public Policy issues that are voted on and approved at committee meetings will be sent to the Board of Directors for final approval.
      2. Education Committee: Recruitment Process for adding members to the MACO Education Committee:
          • A MACO board member will be appointed by the President to Chair the committee. At least one member of the MACATFO board and one member from the MCRA board will be seated on the committee. Sitting members have an option to return each year at the discretion of the Chair.
          • Because sitting members have a unique insight into the needs of the planning process, they are asked to assist in recruitment of additional committee members.
          • During the last part of every year’s planning process, a poll shall be taken of sitting members to indicate those planning to return to serve another year.
          • Given an ideal group size of ten, once the sitting members have exercised their option to stay, the remaining vacancies in the group will be filled in the following manner:
            • Members ascertain which qualities are missing in the group and attempt to replace or fill those voids (people from diverse populations of color, age, sex, sexual preference, religion, and special abilities).
            • As candidates are identified, a member is assigned to contact that person in order to discover if:
              1. There is an interest to serve and
              2. The person has the qualifications needed to serve

Communications

  • ListServs of each group of officers (auditors, treasurers, recorders) will be maintained by MACO’s management company to allow members to communicate directly at their discretion
  • A communications chair will be appointed by the President who will be responsible for reviewing and approving, as appropriate, information posted on the MACO website.

Conferences and Events

  • People who have outstanding balances from previous events cannot attend MACO events before past due balances are settled.
  • The president of MACO may attend the National Association of County Officers annual conference and be reimbursed by MACO for reasonable expenses related to travel, lodging and meals. The president must report back to the full board of his/her findings that would be beneficial to MACO
  • A rate of 50% of the published rate is offered to computer cooperatives that are joint-power organizations. The list includes MCCC, MCIS and Mid-state Cooperative.

Confidentiality

Board members and staff will occasionally have access to information, that if revealed to outsiders, could be damaging or sensitive to other members or staff, harmful to the best interests of the organization, or even create legal liability. Information provided to the board and staff may concern personnel, financial, contractual, membership or legal matters. It will often be confidential and is intended for use in decision making and governance. When such confidential topics are discussed, the Board will be informed at that meeting, and the information shall be held in the strictest of confidence and shall not be divulged to any outside party, including other members, without authorization of the board president or executive director.

Conflict of Interest

In their capacity as Directors, the members of the Board of the Minnesota Association of County Officers must act at all times in the best interests of MACO. The purpose of this policy is to help inform the Board about what constitutes a conflict of interest, assist the Board in identifying and disclosing actual and potential conflicts, and help ensure the avoidance of conflicts of interest where necessary. This policy may be enforced against individual Board members as described below.

  • A conflict of interest is a transaction or relationship which presents or may present a conflict between a Board member’s obligations to MACO and the Board member’s personal, business or other interests.
  • Immediately upon election or appointment as an Officer, Board member, or other MACO Leader, said leaders shall disclose any relevant and material interest which may pose conflict of interest questions. Disclosure shall include any interest, financial or otherwise, in any corporation, organization, partnership or sole proprietor that provides professional or other services to the Association.
  • All conflicts of interest are not necessarily prohibited or harmful to MACO. However, full disclosure of all actual and potential conflicts, and a determination by the disinterested Board members – with the interested Board member(s) recused from participating in debates and voting on the matter – are required.
  • All actual and potential conflicts of interests shall be disclosed by Board Members to the MACO President whenever a conflict arises. The disinterested members of the MACO Executive Committee (consisting of the officers of the board) shall make a determination as to whether a conflict exists and what subsequent action is appropriate (if any). The MACO Executive Committee shall inform the Board of such determination and action. The Board shall retain the right to modify or reverse such determination and action, and shall retain the ultimate enforcement authority with respect to the interpretation and application of this policy.
  • On an annual basis, all Board members shall be provided with a copy of this policy and required to complete and sign the acknowledgment and disclosure form.
  • The Board may, by majority vote, ask any MACO Leader who has an interest in a matter not to participate in and/or not be present when discussion is carried on; provided, however, that the interested MACO Leader may participate in any discussion regarding his or her exclusion.

Financial Policies

  • Investments
    • The primary objective of the investments is preservation of capital.
    • 100% of all investments should be in insured accounts or instruments.
    • The Association will maintain cash and money market deposits adequate to pay 90 days of operating expenses.
  • Events – People who have outstanding balances from previous events cannot attend MACO events before past due balances are settled.

Joint Venture Policy

This Joint Venture Policy of the Minnesota Association of County Officers (MACO) requires that MACO evaluate its participation in joint venture arrangements under Federal tax law and take steps to safeguard MACO’s exempt status with respect to such arrangements. It applies to any joint ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity as further defined in this policy.

  1. Joint ventures or similar arrangements with taxable entities. For purposes of this policy, a joint venture or similar arrangement (or a "venture or arrangement”) means any joint ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity without regard to: (1) whether MACO controls the venture or arrangement; (2) the legal structure of the venture or arrangement; or (3) whether the venture or arrangement is taxed as a partnership or as an association or corporation for federal income tax purposes. A venture or arrangement is disregarded if it meets both of the following conditions:
    1. 95% or more of the venture’s or arrangement’s income for its tax year ending within MACO’s tax year is excluded from unrelated business income taxation [including but not limited to: (i) dividends, interest, and annuities; (iii) royalties; (iii) rent from real property and incidental related personal property except to the extent of debt-financing; and (iv) gains or losses from the sale of property]; and
    2. the primary purpose of MACO’s contribution to, or investment or participation in, the venture or arrangement is the production of income or appreciation of property.
  2. Safeguards to ensure exempt status protection. MACO will: (a) negotiate in its transactions and arrangements with other members of the venture or arrangement such terms and safeguards adequate to ensure that MACO’s exempt status is protected; and (b) take steps to safeguard MACO’s exempt status with respect to the venture or arrangement. Some examples of safeguards include:
    1. control over the venture or arrangement sufficient to ensure that it furthers the exempt purpose of the organization;
    2. requirements that the venture or arrangement gives priority to exempt purposes over maximizing profits for the other participants;
    3. that the venture or arrangement not engage in activities that would jeopardize MACO’s exemption; and
    4. that all contracts entered into with the organization be on terms that are arm’s length. MACO always strives to negotiate terms more favorable to it versus the other party.

List Rental Policy

The MACO membership list, event attendee list, or any other list of the membership is not sold or distributed unless the Board of Directors approves the list usage.

 

Membership

  1. The MACO membership categories are delineated in the Bylaws, and membership is based on an annual year basis with the renewal date being January 1.
  2. MACO member dues are based on U.S. Census data collected every 10 years. Updates from the Minnesota state demographers office may not be substituted for Census data in calculating member dues.
  3. Dues collected from member counties will be used to fund MACO.

Nominations for Officers and Directors

A Nominating and election of district directors are delineated in the by-laws with each district representative serving a three-year term and the board having equal representation of auditors, treasurers and recorders.

Officer Duties

The officers of this Association shall be a President, First Vice President, Second Vice President, Immediate Past President and the Presidents of MACATFO and MCRA. Duties of each officer are detailed in the Bylaws.

Policy on the Process for Determining Compensation

This Policy on the Process for Determining Compensation of the Minnesota Association og County Officers (MACO) applies to the compensation of the following persons employed by MACO:

____ MACO’s association management company (CHECK IF APPLICABLE)
____ MACO’s chief employed executive (CHECK IF APPLICABLE)
____ Other Officers or Key Employees of the Organization by title: ____________ _____________________________________________________________________
______________________________ (CHECK IF APPLICABLE; SUPPLY TITLES).

The process includes all of these elements: (1) review and approval by the board of directors or compensation committee of the Organization; (2) use of data as to comparable compensation; and (3) contemporaneous documentation and recordkeeping.

  1. Review and approval. The compensation of the person is reviewed and approved by the board of directors or compensation committee of the Organization, provided that persons with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval.
  2. Use of data as to comparable compensation. The compensation of the person is reviewed and approved using data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations.
  3. Contemporaneous documentation and recordkeeping. There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding the compensation arrangement.

Record Retention Policy

This Document Retention and Destruction Policy of the Minnesota Association of County Officers (MACO) identifies the record retention responsibilities of staff, volunteers, members of the Board of Directors, and outsiders for maintaining and documenting the storage and destruction of MACO’s documents and records.

  1. Rules. MACO’s staff, volunteers, members of the Board of Directors and outsiders (i.e., independent contractors via agreements with them) are required to honor these rules: (a) paper or electronic documents indicated under the terms for retention below will be transferred and maintained by the Human Resources, Legal or Administrative staffs/departments or their equivalents; (b) all other paper documents will be destroyed after three years; (c) all other electronic documents will be deleted from all individual computers, data bases, networks, and back-up storage after one year; and (d) no paper or electronic documents will be destroyed or deleted if pertinent to any ongoing or anticipated government investigation or proceeding or private litigation.
  2. Terms for retention.
    1. Retain permanently:
      Governance records – Charter and amendments, Bylaws, other organizational documents, governing board and board committee minutes.
      Tax records – Filed state and federal tax returns/reports and supporting records, tax exemption determination letter and related correspondence, files related to tax audits.
      Intellectual property records – Copyright and trademark registrations and samples of protected works.
      Financial records – Audited financial statements, attorney contingent liability letters.
    2. Retain for ten years:
      Pension and benefit records -- Pension (ERISA) plan participant/beneficiary records, actuarial reports, related correspondence with government agencies, and supporting records.
      Government relations records – State and federal lobbying and political contribution reports and supporting records.
    3. Retain for three years:
      Employee/employment records – Employee names, addresses, social security numbers, dates of birth, INS Form I-9, resume/application materials, job descriptions, dates of hire and termination/separation, evaluations, compensation information, promotions, transfers, disciplinary matters, time/payroll records, leave/comp time/FMLA, engagement and discharge correspondence, documentation of basis for independent contractor status (retain for all current employees and independent contractors and for three years after departure of each individual).
      Lease, insurance, and contract/license records – Software license agreements, vendor, hotel, and service agreements, independent contractor agreements, employment agreements, consultant agreements, and all other agreements (retain during the term of the agreement and for three years after the termination, expiration, non-renewal of each agreement).
    4. Retain for one year:
      All other electronic records, documents and files – Correspondence files, past budgets, bank statements, publications, employee manuals/policies and procedures, survey information.
  3. Exceptions. Exceptions to these rules and terms for retention may be granted only by MACO’s chief staff executive or Chairman of the Board

Travel and Reimbursement Policies

MACO volunteers do not receive any compensation for their work on behalf of the organization, but may be reimbursed for expenses made on behalf of MACO. Expense reports should be typed or legibly hand written, be dated, clearly define the reason for expense, include full receipts and complete documentation of every expense for which reimbursement is sought. Mileage is reimbursed at the IRS current rate.

Whistleblower Protection Policy

MACO prides itself on its adherence to federal, state, and local laws and/or regulations, including business ethics policies. As such, even though it is not obligated to do so, MACO has decided to voluntarily adopt a whistleblower protection policy. Pursuant to this policy, any employee or volunteer who becomes aware of any violation of federal, state, or local law or regulation, including any financial wrongdoing, or violation of the MACO Code of Conduct should immediately report the violation to the Executive Director or Board President to allow the organization to investigate and, if applicable, correct the situation or condition.

MACO will conduct an investigation and take appropriate action within a reasonable period of time. Such complaints will be held in confidence to the extent the needs of the investigation permit.

"Financial wrongdoing” may include, but is not limited to:

  • questionable accounting practices;
  • fraud or deliberate error in financial statements or recordkeeping;
  • deficiencies of internal accounting controls;
  • misrepresentations to MACO officers (including deviation from full reporting of financial conditions).

A whistleblower as defined by this policy is a member or staff person of MACO who reports an activity that he/she considers to be illegal or dishonest to one or more of the parties specified in this Policy.

No director, officer, member or employee who in good faith reports a violation of the MACO Bylaws or Board Policy Manual shall suffer harassment, retaliation or adverse employment consequence.

A director, officer, member or employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment/membership.

This Whistleblower Policy is intended to encourage and enable members, employees and others to raise serious concerns within MACO prior to seeking resolution outside the organization.

Updates:

* Aug. 27, 2010. Added numbers 2 and 3 under membership

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