Constitution
Article 1– Name and Object
The name of this Association shall be the Minnesota Bakery Association, and it shall have its principal offices in the greater metropolitan area of
Article 2 – Membership
Any individual proprietorship, partnership, corporation or branch plant operation engaged in the production or sale of bread products or bakery goods may join the membership of this Association. Provision for special classes of membership may be made in the By-Laws.
Article 3 – Amendment of Constitution
This Constitution 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.
By-Laws
Article 1 – Classes of Membership
Article 1, Section 1. Members
There shall be four (4) classes of membership in this Association:
Article 1, Section A. Regular Membership.
Any retail bakery engaged in the manufacture and/or sale of bakery products on premise is eligible to membership.
Article 1, Section B. Individual Membership.
Any person engaged in the bakery industry that is employed by or owns a company not eligible for regular or allied membership, or student enrolled in a baking program is eligible to membership.
Article 1, Section C. Honorary / Institutional Membership.
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 1, Section D. Allied Membership.
Any supplier of materials, equipment or services to the baking industry is eligible for membership.
Article 1, 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 1, Section 3. Expulsion.
Members shall continue as such only so long as their dues are fully paid. Any member in arrears of membership dues may 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. Members may be expelled for cause other than non-payment of dues or otherwise disciplined by a three- fourths majority vote of the Board of Directors. Such expulsion or discipline shall occur only after the member complained against has been informed of the complaint and given reasonable opportunity to reply.
Article 2 – Board of Directors and Officers
Article 2, Section 1. Offices
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 2, Section 2. Officer Duties.
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 Constitution and By-Laws of this Association.
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.
Financial Secretary.
The financial secretary shall be the comptroller and custodian of the Association funds and make practical recommendation to the Board of Directors concerning the financial welfare of the Association. They shall be privileged at all reasonable times to examine the records and documents of the Executive Secretary.
Article 2, Section 3. Holding an Office.
No person shall be an officer 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. Not more than one Allied may hold an office.
Article 2, Section 4. Board of Directors.
Each District shall have 2 Directors, Allied District will consist of 6 Directors. These will be designated A and B to correspond to the term of that directorship seat. Each directorship will serve an elected term of 4 years. Term of office will commence the start of the fiscal year. (See Policy and procedure manual)
Article 2, 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 2, Section 6. Compensation to Board Members.
The Board receives no compensation other than reasonable expenses. Travel expenses to Board meetings will be paid at $25 for 50 miles or less, $50 for more than 50 miles traveled.
Article 2, Section 7. 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, cease to be 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 3 – Districts
Article 3, Section 1. Districts
The State shall be divided from time to time by the Board of Directors into such districts or Regions as best suit the purposes and membership on this Association. At the outset there shall be the following District divisions:
District 1
Minneapolis
and vicinity
(
District 2
St. Paul
and vicinity
(Ramsey,
District 3
Southern Minnesota
(Scott, Goodhue, Wabasha, Rice, LeSueur, Blue Earth, Waseca, Steele, Dodge, Olmsted,
District 4
Northwestern Minnesota
(Kittson,
District 5
Northeastern Minnesota
(Koochiching,
District 9 Allied Trades
( Representatives of the Allied Industry)
Article 4. Elections and Officers
Article 4, 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:
A. Honorary / Institutional Membership
B.Individual Membership
Article 4, Section 2. Elections to the Board of Directors.
1. Elections to the board of directors shall take place Bi-annually.
2. One member of each district will be elected Bi-annually.
3. The outgoing President of the Board will become the Past president and will sit on the board until the next president is elected.
Article 4, Section 3.Ê 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 4, 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 4, Section 5. Term Limits.
The President shall not hold office for more than 4 years.
Article 5 – Meetings
Article 5, 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 5, 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 5, 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 its dues are paid up to date of said meeting.
Article 5, Section 4. Board of Directors
The Board of Directors shall hold four meetings during each fiscal year. The dates and location shall be designated by the President or by simple majority approval of the Board of Directors
Article 5, 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 of any city or district 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 5, 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 6 – Committees
Article 6, Section 1. Executive Committee
The Executive committee shall consist of the President, Vice President, and Financial Secretary. All action of the Executive Committee shall be reported to the Board of Directors at its next meeting succeeding such action.
Article 6, Section 2. Special Committees
The President shall establish special committees as needed to serve the interests of the Association.
Article 7 –
Minnesota
Baker Publication
Article 7, Section 2. Contract
The Minnesota Baker newsletter is produced as a separate entity of the Association. The Board of Directors or a designated review committee will oversee the guidelines, content, and publishing criteria.Ê The guidelines and contract are contained in the policy and procedures manual.
Article 8 – Executive Director
Article 8, Section 1. Executive Director Duties
The Executive Director is a paid employee 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 – Hall of Fame
Article 9, Section 1. Hall of Fame
The Hall of Fame was established to recognize important contributions to the baking industry by its members. The guidelines and requirements are established by the Board of Directors, and contained in the Policy and procedures manual.
Article 10 – Fiscal Year
Article 10, Section 1. Fiscal Year
The fiscal year of the Association shall begin May 1st and end April 30th of each year.
Article 11 – Review and update
Article 11, Section 3. Attachments
There are considerable attachments to the By-Law document. These are the working documents of the Association contained in the Policy and Procedures Manual. They will be updated as needed and reviewed at least once per year.
Article 11, Section 5. 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, Section 6. 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.Ê 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.