Upper Midwest Bakery Association By-Laws
Article 1: Name and Purpose

The name of this Association shall be the Upper Midwest Bakery Association (UMBA)

Its objectives shall be:
To assist any person(s) in the bakery industry:
In matters pertaining to their trade and business as they relate to improvement and growth of product sales, standards, methods, improvements, processes and public relations.
Recruiting, training and placement of interested individuals
The general welfare of the baking industry and its members in service to the public.
In the sales of bakery products, goods and services.

To promote:
Legislation consistent with the aims and purposes of this Association
High standards in quality, nutrition, and palatability of bakery products
Cooperation and information with trades in the Bakery Industry.

Article 2: Membership

Any person, proprietorship, corporation, or plant operation engaged in the sale or production of bakery goods or related products and services such as equipment, business systems, and distribution may join the membership of this Association. Provision for special classes of membership may be made in the By-Laws.

Article 2, Section 1. Classes of Membership

There shall be four 4 classes of membership in this Association:

2.1.A. Regular UMBA Membership
Any retail bakery or business engaged in the manufacture and or sale of bakery products or any person and or establishment that sells, does production or provides service(s) in support of bakery products is eligible to membership.

2.1.B UMBA Subscribing Membership
Subscribing membership is available to individuals at multiple unit bakeries where the main headquarters is already a member, students in the industry, retired professionals and anyone in the process of starting a bakery.

2.1.C. RBA Universal Corporate Membership
RBA Universal Corporate. Membership entitles company access to all national (RBA) and local affiliate (UMBA) association products and services.

2.1.D. Honorary / Institutional Members
Any School, professional society, or trade association, and governmental units who are interested in and support the goals and mission of the association.

Any individual who has performed or rendered outstanding beneficial service to this Association or the Baking Industry may be elected to Honorary Membership when requested in writing and upon approval by a majority vote of the Board of Directors

Article 2, Section 2. Dues

The membership structure and dues of each membership classification contained herein shall be determined by a majority vote of the Board of Directors and in good judgment shall reflect such amounts as are necessary and proper to effect the efficient operation of this Association. The Membership structure and annual membership dues shall be published by the Board of Directors.

Article 2, Section 3. Expulsion

Members shall continue as such only so long as their dues are fully paid. Any member in arrears of membership dues shall be dropped from membership in the Association. Membership is in arrears on the first day of the first month following the expiration of a member’s membership year.

Article 3: Board of Directors and Officers

Article 3, Section 1. Officers

The Officers of the Association shall be the President, Vice President, and Financial Secretary. These officers shall perform duties prescribed by law, these by-laws, and the policy and procedures adopted by the Board.

Article 3, Section 2. Officer Duties

3.2.A.  President
The President shall preside at all meetings of the Association and of the Board of Directors and perform such other duties as are incidental to the office and as are prescribed by the By-Laws and Policies and Procedures of this Association.

3.2.B.  Vice President
The Vice-President shall perform the duties of the President in their absence and such other duties of assistance as may be required of them by the president or the Board of Directors.

3.2.C.  Financial Secretary
The financial secretary shall be the comptroller and custodian of the Association funds and make practical recommendations to the Board of Directors concerning the financial welfare of the Association. They shall be expected to examine and approve all Association financial records and documents prior to each quarterly Association Board meeting.

Article 3, Section 3. Holding an Office

No person who is not actively engaged in the baking industry, who is not a regular member of the association, and who is not a current director shall be an officer. Not more than one Vendor may hold an office.

Article 3, Section 4. Board of Directors
Each District shall have 2 Directors. Vendor District will consist of 6 Directors. These will be designated A and B to correspond to the term of that directorship seat.4 Each directorship will serve an elected term of 4 years. Term of office will commence the start of the fiscal year.

Article 3, Section 5. Responsibilities of the Board

The Directors shall perform duties prescribed by these By-Laws and by policies and procedures established by the Board.

Article 3, Section 6. Expulsion from the Board

Any member of the Board of Directors who shall be absent from any three successive Board meetings may, at the discretion of the Board, be removed as a director. A Director may be removed by the affirmative vote of two-thirds of the votes presented and voted. The President shall name an interim director for the duration of the term.

Article 4: Districts

The Association includes the states of Minnesota, Iowa, South Dakota, and North Dakota. The Association shall be divided from time to time by the Board of Directors into such districts or Regions as best suit the purposes and membership of this Association. At the outset there shall be the following District divisions:

District 1: Minneapolis and vicinity

Minnesota: Hennepin County

District 2: St. Paul and vicinity

Minnesota: Ramsey, Anoka, Washington and Dakota Counties

District 3: Southern

Minnesota: Scott, Goodhue, Wabasha, Rice, LeSeur, Blue Earth, Waseca, Steele, Dodge, Olmsted, Winona, Faribault, Freeborn, Mower, Fillmore, Houston, Big Stone, Swift, Chippewa, Lac Qui Parle, Kandiyohi, Meeker, Wright, Carver, McLeod, Renville, Yellow Medicine, Lincoln, Lyon, Redwood, Brown, Sibley, Nicollet, Watonwan, Cottonwood, Murray, Pipestone, Rock, Nobles, Jackson, and Martin Counties.

District 4: Northwestern

North Dakota and South Dakota
Minnesota: Kittson, Roseau, Lake of the Woods, Marshall, Beltrami, Pennington, Red Lake, Polk, Clearwater, Norman, Mahnomen, Hubbard, Clay, Becker, Cass, Wadena, Otter Tail, Wilkin, Crow Wing, Morrison, Todd, Douglas, Grant, Traverse, Stevens, Pope, Stearns, Benton, and Sherburne counties

District 5: Northeastern

Minnesota: Koochiching, Itasca, Aitkin, St. Louis, Lake, Cook, Carlton, Pine, Mille Lacs, Kanabec, Isanti and Chisago Counties

District 6: Vendors

Representatives of the Trades Industry

Article 5: Elections and Officers

Article 5, Section 1. Membership entitled to Vote
All duly qualified members in this Association shall be entitled to vote in all matters involving the general membership of this Association, except the following:

·         Honorary / Institutional Membership
·         Subscribing Member

Article 5, Section 2. Elections to the Board of Directors

·         Elections to the board of directors shall take place Bi-annually.
·         One member of each district will be elected Bi-annually.
·         The outgoing President of the Board will become the Past president and will sit on the board until the next president is elected.
·         Mid term elections to the Board due to a board member resignation and or termination shall be made as necessary by a simple majority vote of the standing board at a regular or specially designated Board meeting

Article 5, Section 3. Election of Officers
Elections to the Board of Directors shall be held at the convention. Three election judges shall be elected from the membership to tabulate the ballots. The results shall be turned over to the President and announced at the annual meeting.

Article 5, Section 4. Election Ties

In the event of a tie vote for any of the elective offices of this Association, the deciding vote will be that of the President.

Article 5, Section 5. Term Limits

The President shall not hold office for more than 4 years.

Article 6: Meetings

Article 6, Section 1. Rules of Order

Roberts Rules of Order shall govern the parliamentary proceedings of this Association, unless otherwise provided by these By-Laws.

Article 6, Section 2. Board of Directors Meetings – Quorum

For the purpose of conducting the business of the Board of Directors a simple majority of the Board of Directors present shall constitute a quorum. The Board of Directors shall meet before or after the annual meeting for the purpose of transacting such business as shall be brought before them.

Article 6, Section 3. Annual Meetings

There shall be an annual meeting of the Association membership, which shall be designated by the Board of Directors as to time and place. Members present shall constitute a quorum for the transaction of business. Each regular member shall have one vote at the annual meeting of this association and may take part and vote in person provided that their dues are paid up to date of said meeting.

Article 6, Section 4. Board of Directors

The Board of Directors shall hold four meetings during each fiscal year or as deemed necessary to carry on business. The dates and location shall be designated by the President or by simple majority approval of the Board of Directors.

Article 6, Section 5. Special Meetings
The President or the Board of Directors by majority approval may designate a special meeting of the membership or Board of Directors for the purpose of discussing Association affairs or for the purpose of trade demonstrations or social gatherings. Any action by the board may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all the members of the Board. Such consent shall be recorded in the minutes of the next meeting.

Article 6, Section 6. Notice of Meetings

Directors shall be given notice of all meetings by the Executive Director, stating the purpose and place of such meetings, not later than 10 days prior to the date set. The meeting dates shall be posted in advance to the membership.

Article 7: Committees

Article 7, Section 1. Executive Committee
The Executive committee shall consist of the President, Vice President, Financial Secretary and Executive Director. All action of the Executive Committee shall be reported to the Board of Directors at its next meeting succeeding such action.9

Article 7, Section 2. Special Committees

The President shall establish special committees as needed to serve the interests of the Association.

Article 8: Executive Director

Article 8, Section 1. Executive Director Duties

The Executive Director is a paid contracted consultant of the Association. The duties for the Executive Director are listed in the Policy and procedures manual.

Article 8, Section 2. Executive Director Contract

The executive Director shall be contracted on a yearly basis with the contract being renewable at the beginning of the fiscal year.

Article 9: Fiscal Year

The fiscal year of the Association shall begin May 1st and end April 30th of each year.

Article 10: Indemnification
The Association may indemnify Directors, Officers, Employees and others to the extent permitted by law, but shall not be obligated to do so, and shall indemnify Directors, Officers and Employees to the extent it is required to by law, or mandated by court.

Article 11: Amendment of By-Laws

These Bylaws may be amended by the affirmative vote of a majority of the membership present at any annual, regular or special meeting of the entire active membership providing that written notice has been given of the proposed amendment by mail to the Active Membership at least 30 days prior to the date that said amendment is to be considered.

Article 12: Dissolution

This Association is and shall continue to be a business league not organized for profit, and no part of its net earnings, if any shall inure to the benefit of any private individual. In the event of its dissolution, its net assets shall be distributed only to a successor organization having the same nature and purposes, or some other not for profit organization or organizations, designated by the Board of Directors, to promote the common interest of any person(s) engaged in the Baking Industry, especially retail bakers and their employees.

1Your Articles of Incorporation act as your constitution.  The purpose or objective should be the same in both the Articles of Incorporation and the By-Laws.  In case of a conflict the Articles of Incorporation supersede the Bylaws

2 Unless you have a legally defensible code of ethics which you require each member to sign, remove this section.  You are setting the association up for legal action.  In addition you need a clearly defined policy that spells out all of the steps involved in filing a complaint, investigation and adjudication, and due process appeals.

3 If a vendor is considered a regular member of UMBA, you can’t limit them to the number of seats.  It doesn’t appear that you have a separate class of membership for vendors.

4 If each district has 2 directors but you have 6 vendor directors wouldn’t you need 3 vendor designations, A, B, C?

5 Fiscal year should be set in your By-Laws not in policies.

6 On the hardcopy that I have, this section is not listed but a handwritten note says article 2 section 5 deleted.  You really need this section and the above section 5.

7 You need to revise the names of your districts to reflect your multi-state coverage.

8 Use the same term as in Article 2.1.B

9 This does not need to be in the By-Laws.  It can go in the policies and procedures.

10 Is this a separately incorporated for profit subsidiary?  If not, this shouldn’t be in the By-Laws.

11 This is not a By-Law and as such should not be here.  It should be in the policies and procedures manual.

12 By-Laws don’t have attachments.  The policies and procedures are a stand alone document and are not attached to the By-Laws.