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By-Laws
Minnesota Associaton for Continuing Adult Education

Articles of Incorporation (Summary)

ARTICLE I - Name

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

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.

ARTICLES III & VII - Membership

The corporation shall have members with voting rights but no pecuniary gain from membership, either incidentally or otherwise.

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 the corporation's debts or obligations.

ARTICLE XI - Investment

The corporation shall have no capital stock.

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.

By-Laws

A. OFFICERS (top)

A-1. The officers of this Corporation shall be as follows:

President

President - Elect

Immediate Past - President

Secretary

Treasurer

Three Vice Presidents (membership, professional development and promotion and development)

A-2. The term of each officer, except Vice Presidents, shall be one year.The term of the Vice President shall be 2 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.

A-3. Officers shall take office on January 1 and shall serve until their successors have been installed.

A-4. The President - Elect shall succeed to the presidency at the end of the President's term of office.

A- 5. The officers, other than the President, shall be elected annually by the corporation members.

B. BOARD OF DIRECTORS (top)

B-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.

B-2. The Board of Directors shall be composed of the Executive Committee, three Vice Presidents, and five Directors serving at large.

B-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.

B-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.

B-5. The primary duties of the five at large representatives are to feed information to the Board of Directors.Specifically, to provide a direct link to the Board for 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.

B-6. Directors shall take office at the beginning of the calendar year and shall serve on the Board until their successors have been installed.

B-7. The Board of Directors shall have full power to adopt its own rules of procedure.

B-8. Each Board member may exercise one vote, at any regular or special meeting of the Board. Proxy voting shall not be allowed.

C. COMMITTEES (top)

C-1. An Executive Committee of the Board of Directors shall be composed of the President, Past-President, President-Elect, Secretary, and Treasurer.

C-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.

C-3. All standing and other committees shall submit annual written reports covering the committee's activities to the President, prior to the annual meeting.

D. MEMBERSHIP AND DUES (top)

D-1. Membership shall be open to any individual, business, agency, or organization engaged in any phase or level of adult and continuing education.

D-2. Membership in the corporation is neither transferable nor assignable.

D-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:

Regular Membership - For any individual who pays full membership dues.
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.
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 for posterity.
Subscription Membership - For any institution, business, agency, or organization which pays annual subscription dues.
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.
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.
E. ACTIVITIES (top)

E-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.

E-2. Assist the corporation's committees in the promotion of activities such as programs, institutes, exhibits, etc.

E-3. Publish material designed to inform the corporation's members and others of current developments and concerns in adult continuing education.

E-4. Research, publish, support and inform its members and others concerned with legislation and other issues affecting adult and continuing education.

F. MEETINGS (top)

F-1. The corporation shall hold an annual meeting each fall, the place and date of which shall be determined by the Board of Directors.

F-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.

F-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 the time, date, place, and purpose.

F-4. The Board of Directors may hold regular and special meetings of the Board, and no written notice of such meetings is required.

G. BOOKS AND RECORDS (top)

G-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.

G-2. The Secretary shall keep records of the names and addresses of the members of the corporation.

G-3. All books and records of the corporation may be inspected by any member, his agent, or attorney, for any proper purpose, at any reasonable time.

G-4. The President shall appoint an 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.

H. NOMINATIONS AND ELECTIONS (top)

H-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.

H-2. Secure nominations for corporation officers of President-Elect, Secretary, Treasurer, and three Vice-Presidents and five at large Directors.Care shall be taken to present a state representative of vocational and topical and/or regional/geographic interests of the organization.

H-3. Direct the committee to solicit nominations for the Board from the general membership.

H-4. Ensure that all corporation nominees presented for election are current members of the corporation.

H-5. 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.

H-6. Tally the returned ballots, notify the board of results, and announce the final results of corporation balloting.

H-7. In case of a tie vote, the committee shall break the tie.

H-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 elected by a two-thirds vote of the Board members present.

H-9. Voting procedure for mail balloting, as well as at annual and special meetings of the corporation and at regular or special 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.

I. NATIONAL AFFILIATION (top)

I-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 disaffiliation by the Board members present.

I-2. The Board may establish new affiliations with other national associations. In no case will there be an affiliation with any organization or institution whose purposes are not in accordance with the exempt purposes of this corporation.

J. QUORUMS (top)

J-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.

J-2. A quorum for regular and special meetings of the Board of Directors shall consist of a majority of Board membership.No proxy votes will be allowed.

K.FISCAL YEAR (top)

K-1. The fiscal year of the corporation shall be January 1 through December 31.

L. AMENDMENTS (top)

L-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 amendment shall have been submitted in writing to the membership not less than 5 or more days prior to the meeting.

M. DISSOLUTION (top)

M-1. This corporation may be dissolved 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 the Corporation's Articles of Incorporation and the laws of the State of Minnesota.

APPENDIX (top)

AA. 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 Board of Directors.

3. The President-elect shall perform the following duties:

Preside in the absence of the President.
Coordinate and support the three Vice Presidents including meeting with them during the year to insure coordination and effective function of committees.
Chair the Long - Range Planning Committee.
Coordinate and support the following:a)Legislation, b)Liaison, and c)Long-Range Planning Committees and provide a direct link to the Board for these committees.
Such other duties as may be prescribed by the Board of Directors.
Co-chair the Fall Conference Committee.
Assist Membership Chair with Annual Membership Campaign.
Represent the Association to AAACE Council of Affiliates.
Attend the MVAEA Leadership Academy.
Preside at Board meetings in the absence of the President.
4. The Past President shall perform the following duties:

Serve on the Executive Committee.
Chair the Nominations Committee.
Such other duties as may be prescribed by the Board of Directors.
Chair the Past-Presidents' Dinner
Represent MACAE to the regional Missouri Valley AdultEducation Association
5. The Secretary shall send out notices of meetings, conduct correspondence, 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 Treasurer shall also sign all checks and receive all funds.

7. The Vice Presidents shall have the following duties:

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:
recruit chairs for Archives, membership in Greater Minnesota, and Newsletter committees;
work with each chair to determine an Annual Budget, annual goals, and plan of work;
monitor activities of the committees and attend committee meetings (as appropriate);
work with chairs to identify and recommend policy changes;
provide update on status of committee activities at Board Meetings;
collaborate with other Vice Presidents to coordinate member benefits.
Vice President for Promotion and Development shall recruit, retain and connect association members oordinate and support the various committees assigned to the Vice President for Promotion and Development, in the following ways:
recruit chairs for Legislation, Marketing, and Website committees;
work with each chair to determine an Annual Budget, annual goals, and plan of work;
monitor activities of the committees and attend committee meetings (as appropriate);
work with chairs to identify and recommend policy changes;
provide update on status of committee activities at Board Meetings;
collaborate with other Vice Presidents to recruit, retain and connect association members.
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, in the following ways:
recruit chairs for Adult Education Week, Awards, Fall Conference, Issues Forums, Monograph, and Development via Technology committees;
work with each chair to determine an Annual Budget, annual goals, and plan of work;
monitor activities of the committees and attend committee meetings (as appropriate);
work with chairs to identify and recommend policy changes;
provide update on status of committee activities at Board Meetings;
collaborate with other Vice Presidents to coordinate member events/activities/products
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.

BB. Duties of the Board of Directors

1. To manage the general affairs, property, and administrative operations 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 purposes and policies.

4. To receive and disburse funds, acquire property and 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 from 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.

CC. Functions of Standing Committees

Adult Education Week

1. plan annual adult education week events;

2. publicize and promote activities that support adult education and lifelong learning in MN.

Archives

1. facilitate development, maintenance, and accessibility of MACAE history and archives;

2. collect oral histories, papers, and other records of members;

3. encourage research and scholarship using MACAE archives.

Awards

1. solicit nominations from MACAE membership for outstanding adult educators, 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.

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.

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.

Issue Forums

1. identify issues that are timely and relevant to the field of adult education for discussion;

2. organize, implement, evaluate 3-5 forums per year;

3. work with otherCommittees to include complementary events at Issues Forums (e.g., New Member Recognition, Recognition of Degree Recipients, Fall Conference, Legislative Committee).

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.

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.

Member Database

1. maintain electronic membership database;

2. provide membership labels to other committees.

Member Directory

1. produce and distribute annual Directory (February).

Member Recruitment

1. provide membership materials to Fall Conference, Issues Forums, other adult education program providers (both degree and non-degree);

2. solicit new members by targeting special groups such as former MACAE members, graduate students, retirees, ECFL educators, higher education and post-secondary adult educators, community educators, librarians, health and religious educators.

Member Support (New)

1. produce and distribute MACAE brochures, pins, membership cards, president's "Welcome to MACAE" letter (late January/early February);

2. respond to requests for MACAE information.

Member Support (Renewing)

1. incorporate membership renewal in Fall conference registration (early October) and November/December newsletter;

2. send renewal notices to members who have not renewed (letter in early December).

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.

Newsletter

1. produce 6 Updates per year;

2. gather ideas, write articles;

3. coordinate editing, layout, printing and distribution.

Nominations

1. assure continued leadership for MACAE by securing officer and board candidates; 2. conduct elections according to established policies and procedures.

Technology

1. advocate the use of technologies in adult education programming;

2. support member connections and networking via electronic media;

3. identify and disseminate useful technology resources for adult educators

DD. Duties of Minnesota Representative 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 associations (MACAE, MCEA, Literacy Minnesota).Work with MACAE to determine your successor on the Board. Recommend persons for 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, personal contact).

4. Provide stories and information about "Happenings in Minnesota" to the Newsletter Editor (Jim Lightbody, Southeast Community College, 8800 "O" Street, Lincoln, NE86520; phone (402) 437-2515; FAX (402) 437-2520.(He would like information a month before his publication date; e.g., 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 (including the supporting biographical material). Facilitate the selection of a Founder's Award recipient when the state hosts the annual conference

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 annual Leadership Academy Minnesota can send three delegates.MVAEA is pays for the instructional costs; each state (MACAE and/or individuals) pays costs for transportation, lodging and food.

8. Stimulate / publicize applications for the MVAEA Development Grant. This $500 award is given annually for an innovative project submitted by an MVAEA member.

9. Explore Minnesota's contribution to the MVAEA Development Fund (the principal now exceeds $20,000.Bob Becker

10. Work with the Membership Campaign (Ben Bryant now handles membership renewals and solicitations). (Minnesota has the fourth highest number of members [n=39] among the seven states

11. Howard Hovland (South Dakota) announced a new grant to each of the seven states to start their own "Development Fund."Ben Bryant has the details; the MACAE Board will need to officially "accept" the grant (maximum of $500).

12. The Board has sponsored for two years an MVAEA Forum chaired by Victor Klimoski.One person from each state is selected to address an issue of major interest in a panel at the MVAEA annual conference.

Adopted: November, 1975

Revised: November 4, 1984

Revised: November, 1995

Revised: November 4, 1999

 

 

 

 

 

  

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