ARTICLE I Name and Location
Section 1. Name: This Association shall be known as the "Minnesota Technical Recruiters Network." (MnTRN).
Section 2. Location: The principal office of the Association shall be in the metropolitan Minneapolis / St. Paul, MN area. The Association may have other offices as may be designated by the Board of Directors.
ARTICLE II Purposes
MnTRN membership is a group of professional staffing professionals engaged in the process of recruiting candidates for a company. Our goals include attaining and maintaining the industry standards to which others aspire. This shall be accomplished through strong cooperation, education and membership participation to secure a leading edge organization in the state of Minnesota.
ARTICLE III Membership
Section 1. Membership: This Association shall be comprised of the following classes of membership:
A. Active Members: Active Members shall be recruiters who actively engage in recruiting and agree to uphold the purposes and Code of Ethics of the association. Active Members may hold office on the Board of Directors.
Section 2. Voting Rights: Each Active Member shall be entitled to one (1) vote on each matter submitted to a vote of the general membership of this Association.
Section 3. Resignation: Any member may submit notice in writing to the Board of Directors of his desire to resign. The Board shall take action on such notice at the next scheduled Board of Directors meeting.
Section 4. Disqualification and/or Removal of Members: The Board of Directors may censure, suspend, or expel any member for cause, provided written notice of such proposed action and the reasons therefore be served on said member no less than ten (10) days in advance of said action. Provided further, said member shall have an opportunity to, within ten (10) days after notice has been served, answer in writing any charges. Said written answer shall be made directly to the secretary of the Association for consideration by the Board. The Board may set a special hearing with said member if so requested. An appeal of the action taken by the Board may be heard at the next meeting of the general membership of the Association where, by a majority vote of the Active Members present, such Board actions may be sustained, modified, or reversed.
ARTICLE IV Dues
Section 1. Bi-annual Dues: The annual dues for each membership category shall be set by the Board of Directors.
ARTICLE V Board of Directors
Section 1. Board of Directors: There shall be a Board of Directors consisting of the President; the Vice President, the Secretary, Treasurer; and at least three Active Members who shall be elected by the membership.
Section 2. Terms of Office: Each Board Member shall hold a term of two years.
Section 3. Officers: The officers of the Association shall consist of a President, a Vice President, a Secretary and Treasurer. Office holders shall be selected by majority vote of the Board of Directors. The office of Vice President will only be filled by a candidate who has served on the Board of Directors for at least one year.
Section 4. Duties of Officers:
A. President: The President shall be the principal executive officer of the Association and shall, in general, supervise and control all of the business and affairs of the Association. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Secretary/Treasurer, or any other proper officer of the Association authorized by the Board any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these Bylaws, or by statute to some other officer or agency of the Association; and, in general, shall perform all duties as may be prescribed by the Board from time to time.
B. Vice President: The Vice President shall be responsible for assisting the President in the carrying out of the objectives of the Association and perform all duties of the office of the President during the President's absence.
C. Secretary: The Secretary shall be responsible for the minutes of the meetings of the members and of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws as required by law; be custodian of the Association records; keep a register of the post office address of each member; and, in general, perform all duties as from time to time may be assigned to him by the President or by the Board. In the event of the absence of the President and Vice President, the Secretary will preside over meetings of the Board of Directors or the membership.
D. Treasurer: The Treasurer shall have charge of and be responsible for all funds and securities of the Association; the deposit of all such money in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and, in general, perform all duties as, from time to time, maybe be assigned to him by the President or Board. The Treasurer may be bonded in an amount as determined by the Board, and the fee for said bond shall be paid for by the Association. In the event of the absence of the president and vice president, secretary the Treasurer will preside over meetings of the Board of Directors or the membership.
Section 5. Election of Board of Directors:
A. Election Committee: There shall be an ad hoc Committee composed of a Chairman, and three active members appointed by the President for the specified purpose of recruiting Board members for the association.
B. Duties of the Election Committee: It shall be the duty of the Election Committee to: 1) Inform the membership of Board positions to be filled, the election process and rules, and candidate qualifications and expectations; 2) Encourage members to run for office but ensure at least one qualified candidate for each position; 3) Determine that all candidates have been Active Members of the Association for at least one year; 4) Publish a list of candidates to the membership thirty (30) days prior to the election; 5) Oversee the Election and 6) Announce the results to the membership and others in a final report to the President.
C. Elections: Elections to the Board of Directors shall be held by written ballot emailed or mailed to the membership thirty (30) days prior to the election. Elections shall be conducted by a written ballot of Active Members that is returned to the MTRN office via either U.S. mail, Email, hand delivered or facsimile by a deadline date of 15 days prior to the Annual Membership Meeting. A quorum, as outlined in Article VII, Section 5 of these Bylaws, of the membership shall be established on the 15th day prior to the Annual Membership Meeting and the vote tabulated by the Election Committee. The candidate receiving a majority of the votes for each office will be declared elected, and shall hold office for two (2) years, or until his successor has been qualified and elected. All said Board Members must have been Active Members of the Association for a period of one year prior to their election and must remain Active Members during their term of office.
D. Filling Vacancies: In the event any Board Member of the Association ceases to be an Active Member, the Board of Directors shall declare that office vacant. If the vacancy occurs in the Office of the Secretary/Treasurer or President, the Board of Directors may appoint any qualified Active member to fill the position for the remainder of that term. However, for the next year, the position shall be filled by election. No officer shall serve a full term without being elected.
E. Implementation: Upon approval of these Bylaws by the Board of Directors, the Secretary/Treasurer, and President positions for Association Year 2005 (beginning January, 2005) will not be open for election.
F. Removal of Officers: In the course of a normal elected term of office, an officer of the corporation, President, or Secretary/Treasurer, becomes unable to appropriately fulfill the duties and responsibilities of his/her position, or becomes so derelict in the performance of his/her duties and responsibilities as an officer of the association; or, becomes so involved in professional misconduct to the extent that continuation of his/her term as officer of this Association could cause embarrassment, or jeopardize the reputation of this organization, or in anyway impede the accomplishment of the organizational objectives; it is the duty and responsibility of such officers to resign his position as officer of the Association. Upon receipt of such resignation, the Board of Directors will determine by majority vote whether to accept such resignation and announce their decision to the general membership as soon as possible following their decision.
If in the opinion of at least two members of the Board of Directors, one of the conditions described above exists and a resignation has not been submitted to the Board, the Board Members may request a special meeting of the Board of Directors to investigate and/or discuss and evaluate the issue. Upon a motion approved by at least two thirds majority of the Board Members present at such meeting, the Board of Directors may request such a resignation. If such a request is made by the Board of Directors and such resignation is not tendered forthwith the Board may direct the Election Committee to prepare and circulate among the membership a petition for recall of the officer in question. Such petition will include a statement of cause and action declared by the Board. Upon receipt of a recall petition signed by a least 30 percent of the active members of the Association, the Board of Directors will direct the Election Committee to hold a recall election within 30 days from the date of receipt of the recall petition. Such recall election may be held either at a special meeting or accomplished solely by mail-in ballot. The recall issue will be determined by the majority of the votes cast.
Section 6. Duties of the Board of Directors:
A. Duties: The Board of Directors shall be the governing body of the Association and shall have the authority to take all appropriate measures and perform all duties required to accomplish the objectives of the Association. The Board shall, by issuing rules, establish a formal procedure for conduct of the business affairs of the Association in accordance with the provisions of the Bylaws. Such rules shall include membership procedure; regulations governing the budgeting, receipt, custody, disbursement of and accounting of the Association funds, purchases, contracts, travel vouchers, and other expenditures; employment and compensation of staff; order of business and conduct at Annual Meetings. The Board may appoint, remove, and prescribe the duties for an Executive Director and all such assistants as may be necessary to carry on the work of the Association.
B. Meetings: The Board shall convene, at a time specified by the President, at the Annual General Membership Meeting of the Association and at other such times as the President or a majority of the Board may determine.
Section 7. Standing and Special Committees: There shall be five Standing Committees to include:
A. the Membership Recruitment Committee
B. the Public Relations Committee
C. the Education and Training Committee
The President shall appoint the chair and Board Liaison of the Standing Committees. The President shall have the authority to appoint special (ad hoc) committees to conduct the business of the association.
ARTICLE VI Checks, Deposits, and Funds
Section 1. Fiscal Year: The Fiscal Year of the Association shall be January 1st to December 31.
Section 2. Payments of Indebtedness: All checks and drafts, or other orders for payment; notes; or other evidences of indebtedness issued in the name of the Association shall be signed by the Secretary/Treasurer or the President, or in their absence, any two board members of the Association as defined in these Bylaws.
Section 3. Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board may select.
Section 4. Gifts: A. The Board may accept, on behalf of the Association, any contributions, gifts, bequests, or devises for the general purpose or for any special purpose of the Association.
Section 5. Use of Funds: The Association shall use its funds only to accomplish the objectives and purposes specified in the Bylaws and no part of said funds shall inure or be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organization or organizations to be selected by the Board of Directors.
ARTICLE VII Meetings
Section 1. Annual Meeting: An Annual Meeting of the general membership shall be held each year for the purpose of electing officers and for the transaction of other business as may come before the meeting. If the election of officers shall not be held on the days designated herein for any Annual Meeting, or at any adjournment thereof, the Board shall cause the Election to be held at a Special Meeting of the members as soon thereafter as conveniently may be.
Section 2. Time and Place: The Association shall meet annually at such time and place as shall be determined by the Board.
Section 3. Special Meetings: There may be Special Meetings of the Association, which shall be called by the President at the direction of the Board, provided that written notice thereof shall be mailed, together with the agenda of business to be conducted and time and place of meeting, to each Active Member at least fifteen (15) days in advance. No action binding on the Association may be taken at such meetings unless the subject matter thereof is included in such notice.
Section 4. Rules of Order:
A. All questions of order shall be decided by the presiding officer, subject to appeal by any member of the Association.
B. Each member when he/she speaks or offers a motion, shall rise in his/her place and respectfully address the presiding officer, giving his/her name.
C. Any questions coming before the meeting for which no provision has been amended in the Bylaws shall be governed by the rules laid down in "Robert's Rules of Order."
Section 5. Quorum: Twenty-five (25) Percent of the Active Members of the Association shall constitute a quorum and a majority of the Board including at least one (1) officer shall constitute a quorum.
ARTICLE VIII Amendments
These Bylaws may be altered or amended by a two-thirds vote of the Board of Directors, provided the specific language of the proposed change shall be submitted to the Board not less than sixty (60) days prior to the meeting of the Board of Directors. Changes to the Bylaws may be suggested by an Active Member, or the Board of Directors or a committee assigned the task of reviewing these Bylaws. Any changes submitted should indicate specifically, which Article, Section and paragraph is proposed to be altered or amended and must include the rational for the proposed amendment.
· Last amended on October 21, 2004 – Initial after Board Meeting
Last amended on September 17, 2004 - Proposed