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Minnesota Association of County Officers, Inc.
Bylaws
December, 2008


Article I. Name and Location

SECTION 1. The name of this Corporation shall be Minnesota Association of County Officers, Inc.

SECTION 2. The principal office of this association shall be located at 1000 Westgate Drive, Suite 252, St. Paul, Minnesota, 55114

SECTION 3. Other offices for the transaction of business shall be located at such places as the board of directors may from time to time determine.


Article II. Membership

SECTION 1. All of the associations of the county officers of the State of Minnesota shall be eligible for membership and shall be members of this Corporation upon payment of the annual dues assessed by the board of directors. Membership in the Corporation consists of the Minnesota Association of County Auditors, Treasurers and Financial Officers (MACATFO) and the Minnesota County Recorders Association (MCRA).

Subdivision 1. Any association of county officers may join this Corporation upon a majority vote of its members and a majority vote of the board of directors of this Corporation.

Subdivision 2. Any association of county officers may withdraw from membership in this Corporation by a vote of a majority of members of the association and upon written notice to the secretary of the Corporation on or before July 1 of any year, and upon payment in full of current dues.


Article III. Board of Directors

SECTION 1. The business and property of this Corporation shall be managed by a board of directors comprised of representatives of the member associations as follows:

(9) Nine directors elected from within District I through District IX. Each will serve a (3) three year term with office rotation established for board membership to assure that Auditor ’s, Treasurer’s and Recorder’s are equally represented on the board of directors. At least (1) one from each of the Auditor’s Association and Treasurer’s Association must be a combined Auditor-Treasurer. The Auditor-Treasurers at district elections who are in good standing with their associations shall have (2) two votes.

The MACO President will select (3) three regional coordinator ’s from the (9) nine districts directors.

Subdivision 1. (3) Three directors (President ’s of each association) shall be selected annually by each member association of county officer’s at their annual conference, and shall hold the office for (1) one year or until their successors are duly selected and qualified.

Subdivision 2. In addition to the (9) nine directors elected from the districts and the (3) three directors from each association, the immediate past president shall also be a director of the Minnesota Association of County Officers.

SECTION 2. Board meetings shall be held annually and as necessary to conduct the business of the Corporation.

Subdivision 1. The annual meeting of the directors shall be held during or within (60) sixty days after the adjournment of the annual conference of the association, at such time and place as may be determined by the Board of Director ’s.

Subdivision 2. Special meetings of the board of directors may be called by the president, and, in the president ’s absence, by the vice-president, or any (3) three members of the board of directors. By unanimous consent of the directors, special meetings of the board of directors may be held without notice at any time and place.

Subdivision 3. Notice of all regular and special meetings, except those specified in the second sentence of Section 2, Subdivision 2, of this Article, shall be mailed or sent by facsimile to each director by any other director at least ten days previous to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof.

Subdivision 4. A quorum for the transaction of business at any regular or special meeting of the board of directors shall consist of a majority of the full membership of the board.

SECTION 3. The directors shall select the officers of the Corporation, with such selection to be held at the annual directors ’ meeting.

SECTION 4. Vacancies in the board of directors may be filled for the vacated terms by the association whose board membership is decreased by such vacancy.

SECTION 5. This Corporation shall pay the expenses of all officers and directors attending meetings of the board of directors and such other expenses as the board shall approve.

SECTION 6. Each district shall be entitled to select an alternate director. Each association shall be entitled to have the Vice President from each association serve as an alternate.

Subdivision 1. Alternate directors shall be entitled to vote on the board of directors in absence of any regularly selected director or for any regularly selected director that is on the board otherwisefor whom they have been selected as an alternate. Expenses incurred by an alternate director attending board meetings of the Corporation shall be paid by the Corporation only in the absence of the director.

Subdivision 2. The (3) three vice presidents from each association shall be paid by the (3) three (2) two associations when attending regular board meeting s of the Corporation and not as an alternate.

SECTION 7. The board of directors shall have the authority to employ such personnel as in the discretion of the board shall be necessary to achieve the aims and purpose of this organization.


Article IV. Officers

SECTION 1. The officers of this Corporation shall be a president, vice president, second vice president, the immediate past president, and the two (2) presidents from each association.. All officers must be members of the board of directors of this Corporation. With the exception of the immediate past president, these officers shall be elected by the board of directors for a term of (1) one year, and shall hold office until a successor is duly elected and qualified. Two (2) members, one each from MACATFO and MCRA, to be the officers of this Corporation shall be nominated from each respective association. Each association under its own rules and procedures shall every three (3) years nominate an individual to serve as second vice president. In successive years the named individual shall progress through the officers ranks to vice president, president, and past president.. An election shall be held by the board of directors of this Corporation to accept the individual nominated by their association.

Subdivision 1. The president shall not succeed him/herself in the office of president. The presidency of the Minnesota Association of County Officers shall be rotated annually among the member associations.

Subdivision 2. The president shall preside at all directors and general association meetings and shall have general supervision over the affairs of the Corporation and over the other officers. The president shall, with any other proper officer of the Corporation authorized by the board, execute bonds, mortgages, and other contracts of the Corporation and shall perform all such other duties as are incident to the office. In case of the absence or disability of the president, those duties shall be performed by the vice president.

Subdivision 3. In case of the absence or disability of the president and the vice president, the duties of the president shall be performed by the second vice president.

SECTION 2. The offices of the president, vice president second vice president, and immediate past president, and the three (3) presidents from each associations shall constitute the membership of the executive committee. The officers of the executive committee must include representatives of all member associations. The executive committee shall manage the affairs of the Corporation during the interim between meetings of the board of directors.

SECTION 3. In the event of a vacancy of the executive committee of the Corporation, the board of directors at its next meeting shall select a successor from the appropriate association who shall serve for the balance of the term. In the event of a vacancy of one of the officers position on the executive committee the respective association shall nominate an individual from their association. An election shall be held by the board of directors of this Corporation to accept the individual nominated by their association.

Subdivision 1. In the event of a vacancy of one of the presidents of the associations on the executive committee the respective association vice-president shall serve the balance of the year.

SECTION 4. Other officers of the Corporation shall consist of a treasurer and a recording secretary. These officers serve as non-voting members of the board of directors of the Corporation, and shall be appointed to serve at the pleasure of the board. The board may combine the position of the secretary and treasurer.

Subdivision 1. The treasurer shall pay bills and deposit funds in a timely manner, attend meetings of the board of directors and present a financial statement at each meeting, present the annual budget for board review prior to final adoption, maintain fiscal records on all claims presented for payment, and invest funds as appropriate.

Subdivision 2. The recording secretary shall attend and take the minutes at all directors and general meetings.


Article V. Committees

SECTION 1. Committees shall be created by the board of directors. The procedure used for appointments will be determined when the committee is created.

Subdivision 1. Committee appointments shall be formally appointed by the MACO president after names have been submitted by the association presidents for the GIS/Governor ’s Council/City-County committee, the vitals committee, restructuring committee, Title Companies/MRESA committee, and MCIT/Data practices committee. All committees or appointments shall be appointed by the MACO president after names have been submitted by the association presidents. The president shall inform the board of directors of any appointments at the next regular board meeting.

Subdivision 2. The MACO President will formally appoint the regional coordinators.

 

Article VI. Dues and Finance

SECTION 1. Membership dues in this Corporation shall be set annually by the board of directors, prior to the annual conference of the associations of the county officers who are members of this Corporation.

SECTION 2. The funds of the Corporation shall be deposited in such bank or trust account as the directors shall designate and shall be withdrawn only upon a check or order of the treasurer.


Article VII. Amendments

SECTION 1. The board of directors may, from time to time, by a vote of the majority of its members, make, alter, amend or rescind any or all of the bylaws of this Corporation.

  • December 16, 1975 The bylaws set forth above contain the amendments recommended by the board of the directors at their meeting on October 8, 1976.
  • June 24, 1980 The bylaws set forth above contain the amendments recommended by the board of directors at their meeting on March 20, 1980.
  • December 10, 1982 The bylaws set forth above contain the amendments recommended by the board of directors at their meeting on December 10, 1982; which struck the Minnesota Association for Court Administrators as a member and made the office of second vice president optional.
  • October 10, 1986 The bylaws set forth above contain the amendment recommended by the board of directors at their meeting on October 10 which provides for election of officers in the event of death or retirement.
  • June 6, 1991 The bylaws set forth above contain an amendment recommended by the board of directors at their meting on June 6, 1991; which provides for the annual directors meeting to be held during the annual conference.
  • January 17, 1992 The bylaws set forth above contain amendments which delete the reference to president as him. The amendments forth allow notice of board meetings to be distributed by facsimile instead of telegraph. Other technical changes the current effort to eliminate caps on words such as board of directors and to remove the hyphen in bylaws. Approved by the board of directors on January 17, 1992.
  • March 11, 1993 The bylaws set forth above contain an amendment to change the Corporate address to : 125 Charles Avenue, St. Paul, Minnesota 55104. Approved by the board of directors at their meeting on February 5, 1993.
  • September 20, 1993 The bylaws set forth above were substantially rewritten to specify participation by combined Auditor-Treasurers on the board, add a second vice president, and remove the secretary and treasurer from the board as voting members. Adopted by the board of directors at their meeting on September 20, 1993 to take effect on January 25, 1994.
  • April 28, 1995 The bylaws set forth above contain an amendment to change the corporate address to 255 East Kellogg Blvd., Suite 02, St. Paul, Minnesota 55101. Approved by the board of directors at their meeting on April 28, 1995.
  • December 4, 1995 The bylaws set forth above contain an amendment to change the corporate address to: 26 East Exchange Street, St. Paul, Minnesota 55101. Approved by the board of directors at their meeting on December 4, 1995.
  • February 3, 1998 The bylaws set forth above contain amendments to change how the board of directors of the Minnesota Association of County Officers is comprised per vote of the associations on January 31, 1995. Approved by the board of directors at their meeting on February 3, 1998.
  • December 3, 2007 The bylaws set forth above contain amendments to change the principal office of the association under Article I, Section 2, from its previous location to its current location and changes under Article II, Section 1, to use the current names of the two associations that make up the corporation. These changes were approved by vote of the Board of Directors on December 3, 2007.
  • December 15, 2008

The bylaws set forth above contain amendments primarily to bring into agreement representation on the board from the two member associations – Minnesota County Recorders Association and the Minnesota Association of County Auditors, Treasurers and Financial Officers.

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