BYLAWS OF THE
MOORHEAD BUSINESS ASSOCIATION
ARTICLE I – NAME AND ADDRESS
Section 1. Name. The name of the organization shall be the Moorhead Business
Association, Incorporated, hereinafter called MBA.
Section 2. Address. The official address/office of the MBA shall be Box 612,
Moorhead, Minnesota 56560.
ARTICLE II – MEMBERSHIP
Section 1. Membership. Any person or firm who has expressed an interest in the
economic viability, growth, and improvement of the Moorhead business community and
who has completed a membership application and has paid and continues to pay dues as
may be established by the Board of Directors, from time to time, shall be eligible for
Section 2. Voting. Each member in good standing shall be entitled to one vote on
each matter which may be submitted to a vote of the members. All Directors are elected
by a vote of the members. All other matters voted on by the members shall be submitted
by the Board of Directors either at the annual meeting or a special meeting called for a
Section 3. Dues. The Board of Directors shall determine, from time to time, the
amount of any initiation fee and also the annual membership dues assessed against each
ARTICLE III – ANNUAL AND SPECIAL MEETINGS
Section 1. Annual Meeting. The members shall meet annually in
April at a place and time designated by the Board of Directors. The annual meeting shall
be held for the purpose of electing directors and for the transaction of such other
business as may properly come before the meeting.
Section 2. Special Meetings. Special meetings of the membership may be called at
any time by the President and Secretary or by the Board of Directors or by not less than
15% of the members having voting rights.
Section 3. Meeting Notice. Written or printed notice stating the place, day, and time
of any meeting of the members shall be delivered personally, by first class mail, or by email
to each member entitled to vote. Notice must be delivered not less than five days
before the scheduled date of such meeting.
Section 4. Quorum. Members holding 25% of the votes that
may be cast at any meeting, shall constitute a quorum for such meeting.
Section 5. Proxy Voting. At any meeting of members, a member entitled to vote
may do so either in person or by proxy executed in writing by the member to another
voting member. No proxy shall be valid for a period in excess of 12 months
from the date of its execution unless otherwise provided in the proxy itself.
ARTICLE IV – BOARD OF DIRECTORS
Section I. Governance. The affairs of the Corporation shall be managed by its Board
of Directors. Each Director shall be a member of the Corporation and shall be elected at
the annual meeting of the members.
Section 2. Number. The number of Directors shall be nine with three being
elected each year.
Section 3. Term. Each Director shall serve a three year term. With three
being elected each year, they will only turn over one-third of the Board in any one year.
Newly elected Directors shall start their term at the May Board meeting following their
election. No Director shall serve for more than two consecutive terms.
Section 4. Vacancy. Any vacancy occurring in the Board of Directors may be filled
by the Board of Directors until the next annual meeting of the members of the
Section 5. Meetings. The Board of Directors shall meet monthly at a date and time set by the board.
Section 6. Special Meetings. Special meetings of the Board of Directors maybe
called by the President and Secretary of the Corporation or by any two directors and
shall be held at a place and time as determined by the Board.
Section 7. Quorum. A majority of the Board of Directors, five, shall constitute a
quorum for the transaction of business at any meeting of the Board.
Section 8. Open Meetings. Meetings of the board are open meetings except with matters related to
personnel at which time the board may call an executive session.
ARTICLE V – OFFICERS
Section 1. Number. There shall be four officers of the Corporation. They shall
consist of a President, a Vice President, a Secretary, and a Treasurer.
Section 2. Term. The Officers of the Corporation shall be elected annually by the
Board of Directors at the regularly scheduled board meeting immediately preceding the annual
meeting. In the absence of the President at
any meeting, the Vice President shall preside.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may
be removed by the Board of Directors whenever, in the judgment of the Board, and in
accordance with the best interests of the corporation, that would be served by such
Section 4. Vacancy. A vacancy of any officer because of death, resignation, removal,
disqualification, or otherwise may be filled by the Board of Directors for the unexpired
portion of such term of office.
ARTICLE VI – RECORDS
Section 1. The corporation shall keep correct and complete books of records of its
meetings and of the transaction of other business on behalf of the corporation. Such
records shall be kept and maintained at the office of the state registered agent (currently
1408 1st Ave North, Moorhead, Minnesota) of the corporation and maybe available for
inspection by any member or by a duly appointed agent or attorney for any proper
purposes during regular business hours.
Section 2. The fiscal year of the Corporation shall end on March 31.
ARTICLE VII – AMENDMENTS
Section 1. These bylaws may be altered, amended, or repealed by a majority of the
Board of Directors present at any regular meeting or at a special meeting called for such
ARTICLE VIII – COMMITTEES
Section 1. Finance Committee. The only required committee under these by-laws is
the Finance Committee which shall consist of two members and the Treasurer. The
Treasurer shall be the chair of the Finance Committee.
Section 2. Other committees recommended as policy, rather than required by bylaws,
are Membership, Program, Orientation, Nominating, Public Relations, and Events. The Board of
Directors each year shall determine which committees are needed. Each committee shall include at
least one board member.