Bylaws

ARTICLES OF INCORPORATION (SUMMARY)

ARTICLE I - Name

The name of the Corporation shall be the Minnesota Association for Continuing Adult Education (MACAE).top

ARTICLE II - Purpose

This corporation is an educational, non-profit organization formed to advance, promote, aid, assist and contribute to individuals, organizations, associations and institutions that further adult and continuing education as well as the welfare and intellectual and professional growth of adult educators and others working in the field of adult and continuing education.top

ARTICLE III & VII - Membership
The corporation shall have members with voting rights but no pecuniary gain from membership, either incidentally or otherwise.top

ARTICLE VIII - Management

The management and direction of the corporation’s business shall be vested in a Board of Directors.

ARTICLE X - Liability

Members of this corporation shall not be personally liable for the payment of any of corporation’s debts or obligations.

ARTICLE XI - Investment

The corporation shall have no capital stock. top

ARTICLE XIII - Dissolution

This corporation may be dissolved in accordance with these Articles of Incorporation and By-laws of the corporation and under the laws of the State of Minnesota.top

BY LAWS

1. OFFICERS
1. The officers of this corporation shall be as follows:
   President
   President - Elect
   Immediate Past - President
   Secretary
   Treasurer
2. Three Vice Presidents (membership, professional development and promotion and development)
3. The term of each officer, except Vice Presidents, shall be one year. The term of the Vice President shall be two years. Of the three vice presidents, two shall be elected on even numbered years and one on odd numbered years. No officer shall serve more than two consecutive terms in the same office.
4. Officers shall take office on January 1 and shall serve until their successors have been installed.
5. The President – Elect shall succeed to the presidency at the end of the President’s term of office.
6. The officers, other than the President, shall be elected annually by the corporation members as provided in Article VIII.
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2. BOARD OF DIRECTORS
1. The management and direction of the business of this corporation shall be conducted by a Board of Directors representing the members of the corporation.
2. The Board of Directors shall be composed of the Executive Committee, three Vice Presidents, and five Directors serving at large.
3. The term of the five at large Directors shall be two years. No Director shall serve more than two consecutive terms. Of the five at large Directors three shall be elected on even numbered years and two on odd numbered years.
4. The five at large Directors shall be elected by the membership. At least two of the five must come from outside the seven county Metropolitan area (Hennepin, Carver, Scott, Ramsey, Anoka, Dakota, Washington) and one of these shall be elected each year.
5. The primary duty duties of the five at large representatives is to feed information to the Board of Directors. Specifically, to provide a direct link to the Board of membership, to gather information from their own constituencies, and to identify the needs, strengths and issues of other constituencies, and carrying out all Board duties as indicated in other sections of the Constitution and By-Laws. Other special duties will be assigned by the President as appropriate, including providing a forum at each Board meeting for a selected constituency group.
6. Directors shall take office at the beginning of the calendar year and shall serve on the Board until their successors have been installed.
7. The Board of Directors shall have full power to adopt its own rules of procedure.
8. Each Board members may exercise one vote, at any regular or special meeting of the Board. Proxy voting shall not be allowed.top
   
3. COMMITTEES
1. An Executive Committee of the Board of Directors shall be composed of the President, Past-President, President – Elect, Secretary, and Treasurer.
2. Except as otherwise determined by the Board, from time to time, the President may appoint standing and other committees with the consent of the Board. The President may delegate the tasks of naming Committee members to the Committee Chair.
3. All standing and other committees shall submit annual written reports covering the committee’s activities to the President, prior to the annual meeting.top
   
4. MEMBERSHIP AND DUES
1. Membership shall be open to any individual, business, agency, or organization engaged in any phase of level of adult and continuing education.
2. Membership in the corporation is neither transferable nor assignable.
3. The classes of membership, membership year, and membership dues assigned thereto, shall be established by the Board of Directors and may be revised by the Board when its members deem necessary. Recommended membership categories include, but are not limited to:
1. Regular Membership - For any individual who pays full membership dues.
2. Adjusted Membership - For any individual who is not employed and is a full-time student in adult education, for retired persons, for part-time workers and for volunteers. These dues may be up to one-half the regular membership fee.
3. Charter Membership - For any individuals who evidenced interest to become Regular Members of the corporation by November 1, 1975. Their names shall be affixed to the Charter Membership Scroll, which shall be retained by the corporation posterity.
4. Subscription Membership - For any institution, business, agency, or organization, which pays annual subscription dues.
5. The Membership year shall cover a period of twelve months, beginning January 1, and ending December 31, or as the MACAE Board of Directors shall determine. Prorating of membership dues for any portion of the membership year shall be determined by the Board of Directors.
6. The Board of Directors may establish additional membership classes and may increase or decrease dues for any membership class, including those specified in the Constitution and By-Laws.top
   
5. ACTIVITIES
1. Promote and conduct workshops, conferences, seminars, laboratories, and meetings designed to enhance the professional growth of its members and others concerned with adult and continuing education.
2. Assist the corporations Committees in the promotion of activities such as programs, institutes, exhibits etc.
3. Publish material designed to inform the corporation’s members and others of current developments and concerns in adult continuing education.
4. Research, publish, support and inform its members and others concerned with legislation and other issues affecting adult and continuing education.top
   
6. MEETINGS
1. The corporation shall hold an annual meeting each fall, the place and date of which shall be determined by the Board of Directors.
2. Special meetings of the corporation may be called by the Board of Directors, or upon a written request to the Board by ten percent of the membership.
3. Notices for annual and special meetings of the corporation shall be mailed to the membership not less than 5 or more than 30 days, in advance of the meeting. Notice of the annual meeting will note the time, date and place. Notice of special meetings will note, time, date, place and purpose.
4. The Board of Directors may hold regular and special meetings of the Board, and no written of such meetings is required.top
   
7. BOOKS AND RECORDS
1. The corporation shall keep records and minutes of regular and special meetings of the Board as well as annual and special meetings of the corporation.
2. The Secretary shall keep records of the names and addresses of the members of the corporation.
3. All books and record of the corporation may be inspected by any member, his agent, or attorney, for any proper purpose, at any reasonable time.
4. The President shall appoint and Audit Committee, with consent of the Board, composed of at least three individuals, who are not officers of the corporation, which shall annually examine the financial records of the corporation, and report their findings to the Board of Directors.top
   
8. NOMINATIONS AND ELECTIONS
1. The Past-President shall organize and serve as Chair for a Nominations and Elections Committee, composed of an uneven number of members including members representing different vocational interests in adult education.
2. To secure nominations for corporation officers of President-Elect, Secretary, Treasurer, and three Vice Presidents and five large Directors. Care shall be taken to present a state representative of vocational and topical and/or regional, geographic interests of the organization.
3. To direct the committee to solicit nominations for the Board from general membership.
4. To ensure that all corporation nominees presented for election are current members of the corporation.
5. To mail ballots for corporation nominees to all members of the corporation prior to the annual meeting. All corporation members may vote for President - Elect, Secretary, Treasurer, three Vice Presidents, and five At large directors.
6. To tally the returned ballots, notify the board of results, and announce the final results of corporation balloting.
7. In case of a tie vote, the committee shall break the tie.
8. Board of Director vacancies shall be filled as soon as practical. The Nominations and Elections Committee shall propose nominees to the Board, and the nominees elect by a two thirds vote of the Board members present.
9. Voting procedure for mail balloting, as well as annual and special meetings of the corporation and at special or regular meetings of the Board shall be by majority vote of those voting unless otherwise specified in this Constitution and By-Laws. No proxy votes will be allowed.top
   
9. NATIONAL AFFILIATION
1. Membership in national adult education associations is encouraged for all corporation members. The corporation will continue to serve as the Minnesota affiliate for the American Association for Adult and Continuing Education (AAACE), until a two thirds vote for disaffiliaion by the Board members present.
2. The Board may establish new afflitiation with any organization or institution whose purpose are not in accordance with the exempt purposes of this corporation.top
   
10. QUORUMS
1. A quorum for annual and special meetings of the corporation shall consist of five (5%) of the members of the corporation. No proxy votes will be allowed.top
   
11. FISCAL YEAR
1. The fiscal year of the corporation shall be January 1 through December 31.top
   
12. AMENDMENTS
1. This Constitution and By-Laws may be amended at any annual or special meeting of the corporation, by a two-thirds vote of the members present, provided the proposed amendmant shall have been submitted in writing to the membership not less than5 or more days prior to the meeting. top
   
13. DISSOLUTION
1. This corporation may be dissoloved in the following manner: A Petition for Dissolution signed by not less than five (5) members of the corporation shall be presented to the Board of Directors, at least two months prior to an annual meeting. Upon a two-thirds vote of the Board members present, the dissolution question shall be placed on the agenda of the next annual meeting and a copy of the Petition for Dissolution shall be mailed to the membership not less than five or more than 30 days in advance of the meeting. Following discussion at the annual meeting and upon a two-thirds vote for dissolution by the members present, the Board of Directors, at its next regular meeting, shall declare the corporation dissolved and make orderly disposition of its assets and property in accordance with Corporation’s Articles of Incorporation and the laws of the State of Minnesota.top
   

1. Duties of the officers of the corporation
1. The officers of the Board shall serve also as officers of the corporation.
2. The President shall serve as the Chief Executive Officer of the Corporation and as its representative to the public. The President shall preside at all meetings of the corporation and of the Borad of Directors.
3. The President-elect shall perform the following duties:
1. Preside in the absence of the President.
2. Coordinate and support the three Vice Presidents including meeting with them during the year to insure coordination and effective function of committees.
3. Chair the Long - Range Planning Committee.
4. Coordinate and support the following: a) Legislation, b)Liaison, and C) Long-Range Planning Committees and provide a direct link to the Borad for these committees.
5. Such other duties as may be prescribed by the Board of Directors.
6. Co-chair the Fall Conference Committee.
7. Assist Membership Chair with Annual Membership Campaign.
8. Represent the Association to AAACE Council of Affiliates.
9. Attend the MVAEA leadership Academy.
10. Preside at Board meetings in the absence of the President.top
4. The Past President shall perform the following duties:
1. Serve on the Executive Committee.
2. Chair the Nominations Committee
3. Such other duties as may be prescribed by the Board of Directors.
4. Chair the Past-President’s dinner
5. Represent MACAE to the regional Missouri Valley Adult Education Association
5. The Secretary shall send out notices of meetings, conduct correspondences, take and keep minutes, and supervise the preparation and distribution of the minutes of all meetings of the corporation and of the Board of Directors.
6. The Treasurer shall keep all financial records and shall submit financial reports at the annual meeting of the corporation and at regular meetings of the Board of Directors. The Treasuere shall also sign all checks and receive all funds.
7. The Vice Presidents shall have the following duties:
1. Vice President for Membership Services shall coordinate all member benefits and support the various committees assigned to the Vice President for Membership Services, in the following ways:
1. Recruit chairs for Archives, Awards, Membership, and Newsletter committees;
2. Work with each chair to determine and Annual Budget, annual goals, and plan of work;
3. Monitor activities of the committees and attend committee meetings (as appropriate);
4. Work with chairs to identify and recommend policy changes;
5. Provide update on status of committee activities at Board Meetings;
6. Collaborate with other Vice Presidents to coordinate member benefits.top
2. Vice president for Promotion and Development shall recruit, retain and connect association members coordinate and support the various committees assigned to the Vice President for Promotion and Development in the following ways:
1. Recruit chairs for Greater Minnesota, Legislation, Marketing, and Technology committees;
2. Work with each chair to determine and Annual Budget, annual goals, and plan of work;
3. Monitor activities of the committees and attend committee meetings (as appropriate);
4. Work with chairs to identify and recommend policy changes;
5. Provide update on status of committee activities at Board Meetings;
6. Collaborate with other Vice Presidents to coordinate member benefits.top
3. Vice President for Professional Development shall advance the profession by coordinating events/activities/products and coordinate support for the various committees assigned to the Vice President for Professional Development, the following ways;
1. Recruit chairs for Adult Education Week, Fall Conference, Issues Forums, and Monograph committees.
2. Work with each chair to determine and Annual Budget, annual goals, and plan of work;
3. Monitor activities of the committees and attend committee meetings (as appropriate);
4. Work with chairs to identify and recommend policy changes;
5. Provide update on status of committee activities at Board Meetings;
6. Collaborate with other Vice Presidents to coordinate member events/activities/products.top
8. These duties will be reviewed annually by the MACAE Board of Directors to identify specific responsibilities and to prescribe any desired changes in these responsibilities.
2. Duties of the Board of Directors
1. To manage the general affairs, property, and administrative operation of the corporation.
2. To plan, interpret, and carry forward the policies of this corporation and to cooperate with National, Regional, State, and Local organizations concerned with adult and continuing education.
3. To periodically report to the membership regarding measures taken to carry out the corporation’s purpose and policies.
4. To receive and disburse funds, acquire property to exercise other fiscal powers of the corporation as prescribed in the Articles of Incorporation.
5. To allocate and assign executive and administrative duties and powers of the corporation among such officers and employees as it may form time to time determine. The Board may hire full or part-time employees and determine their duties, remuneration, and other terms of employment.
6. To carry out instructions of the membership, agreed upon at annual or special meetings of the corporation.top<
3. Functions of Standing Committees
1. Adult Education Week
1. plan annual adult education week events;
2. publicize and promote activities that support adult education and lifelong learning in MN.top
2. Archives
1. facilitate development, maintenance, and accessisibility of MACAE history and archives;
2. collect oral histories, papers, and other records of members;
3. encourage research and scholarship using MACAE archives.
3. Awards
1. solicit nominations from MACAE membership for outstanding adult educator, programs, and contributors;
2. select recipients;
3. present awards at annual fall conference
4. coordinate with MVAEA in selection of recipient of the MVAEA Achievement Award for Minnesota;
5. plan publicity for award winners;
6. revise and update a Policy and Procedures Handbook for committee.top
4. Fall Conference
1. Plan annual MACAE fall conference
2. Develop theme, develop budget, produce fall for papers and conference brochure, select presenters, publicize conference, evaluate success, make recommendations for future programs;
3. Strive to make a modest profit; revise and update a Fall Conference Handbook.
5. Greater Minnesota
1. promote MACAE in Greater MN by addressing their concerns and sponsoring events of interest to adult educators in locations outside the TWIN Cities.top
6. Issue Forums
1. identify issues that are timely and relavant to the field of adult education for discussion;
2. organize, implement, evaluate 3-5 forums per year
3. work with other committees to include complementary events at Issues Forums (e.g., New Member Recognition, Recognition of Degree Recipients, Fall Conference, Legislative Committee).top
7. Legislation
1. work with existing groups, or organize members to track legislation that will ensure or hinder the development and growth of adult and continuing education.
8. Marketing
1. market MACAE to a wider audience
2. support other committees by pulling together lists of people, groups and associations that we can communicate to about MACAE activities and products.
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9. Membership
1. maintain electronic membership database;
2. handle membership correspondence;
3. incorporate membership renewal in Fall conference registration (early fall);
4. staff membership table at annual conference;
5. contact twice by mail members who have not renewed (letters in early December and early January);
6. solicit new members by targeting special groups such as ACAE members, graduate students, retirees, ECFL educators, higher education and post-secondary adult educators, community educators, librarians, health and religious educators;
7. produce and distribute annual Directory, membership cards, and “welcome to MACAE” letter (late January/early February);
8. provide membership labels to other committees.top
10. Monograph
1. coordinate the publishing of monographs relevant to adult education;
2. identify potential topics and writers, serve on editorial board, and develop strategies to market publications.
11. Newsletter
1. produce 6 Updates per year;
2. gather ideas, write articles;
3. coordinate editing, layout, printing and distribution.
12. Nominations
1. assure continued leadership for MACAE by securing officer and board candidates;
2. conduct elections according to established policies and procedures.top
13. Technology
1. promote awareness and understanding of use of various technologies in adult learning environments;
2. support member connections and networking via electronic media
4. Duties of State Representatives to Missouri Adult Education Association (MVAEA)
1. Attend MVAEA Board Meetings. Present a verbal report on “Minnesota Adult Education Highlights” and have a written copy as well to distribute to those present.
2. Serve as liaison between MVAEA and the State Association(s). (Historically, this has included only MACAE, but you might want to consider Literacy Minnesota and MCEA as well). Work with MACAE to determine your successor on the Board. Recommend persons foe elective offices (Secretary, Treasurer, President-elect) when appropriate.
3. Attend the annual MVAEA Conference (which includes a Board Meeting). Help publicize the conference and call for presentations [e.g., Update, personalcontact].
4. Provide stories and information about “Happenings in Minnesota” to the Newsletter Editor (Jim Lightbody, Southeast Community College, 8800 “o” Street, Lincoln, NE 86520; phone (402) 437-2515; Fax (402) 437-2520. (He would like information a month before his publication date Q Early August [for September/October], October [for November/December] and so on.
5. Provide the past president with the name of the Minnesota recipient for the Achievement Award (and the supporting biographical materials as well). Sometimes the PP involves the Rep in the awards presentation ceremony—either in presenting the award or escorting the recipient to the podium (which I did this year). There is also a Founder’s Award which tends to be presented to a local person when the state hosts the annual conference. (Ben Bryant received the award when the MVAEA conference was last in Minnesota.top
6. Arrange for the MVAEA Display Board to be displayed at the MACAE fall conference, and ship it to the state who needs it next. (Shipping costs are reimbursed by the Treasurer).
7. Recruit participation from Minnesota to attend the 1995 Leadership Academy (June 22-23 in Sioux City, Bella Hanson organizer). Minnesota can send three delegates. (You will automatically attend as a Board member; Bella and Victor Klimoski will be involved with the Academy). MVAEA is paying for the instructional costs; the states (MACAE and /or individuals) will pay costs for trasportation, lodging and food). My suggestion is to request the Board to