BYLAWS 

OF 

MINNESOTA ASSOCIATION OF COUNTY PROBATION OFFICERS, INC. 

(MACPO)

Article 1 - Offices

 1.1 The principal office of the association at the time of adoption of these by-laws is located with the current President of the Minnesota Association of County Probation Officers, hereafter referred to as “MACPO.”

Article 2 - Nonprofit Purposes

 2.1 This association is organized exclusively for one or more of the purposes as specified in Section 317A of the Minnesota Statutes (M.S.) and Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

 2.2 The purpose of this association shall be:

To support the preservation and expansion of professional probation and adjunctive services to the courts of Minnesota consistent with the provisions of M.S. 244.19, Subdivision 1(a)(1) and (2); and to provide a vehicle for the sharing of solutions to common problems in providing those services to the courts of Minnesota; to afford to its members opportunities for increased professional competence through educational programs; to aid in the development of correctional programs and services in Minnesota, and to adopt such other purposes as are consistent with the scope of this association and which the members may determine and approve. The purposes and powers of this association are limited to the purposes and powers consistent and in conformity with Section 501(c) (3) of the Internal Revenue Code, as amended.

Article 3 - Membership/Voting

 3.1 Membership is open to all. A person becomes a member upon payment of dues. Dues are collected annually. Voting members shall be restricted to probation officers employed under Minnesota State Statutes. In the event of any tie, the President shall “flip a coin” to decide the elected winner.

Each membership county will be assessed an annual agency fee determined by the Board of Directors. 

Retired members, in good standing, with 20 years of membership shall become eligible for a “lifetime membership” at no cost, Lifetime memberships do not have voting rights.

 3.2 A meeting of the entire membership shall be held annually. Reasonable notice of the meeting, location and time will be given to the membership.

Article 4 – Executive Board

 4.1 The Executive Board shall consist of the president, president-elect, past-president, legislative chair, secretary, treasurer, and two members “at large.” The qualifications for the legislative chair and the two members at large require    corrections supervisory experience. The members at large shall be appointed by the president.

To be eligible to be an Executive Board member, members shall be appointed under M.S. 244.19, Subdivision 1(a) (1) and (2). Executive Board members may serve an unlimited number of terms. An Executive Board member will hold office until the term for which the member was elected or appointed ends and a successor is elected and qualified, or until the earlier death, resignation, removal, or disqualification of the member.

 4.2 The Executive Board shall have sole authority on legislative, statutory language changes, and/or policies that affect the delivery system (M.S. 244.19).

 4.3 An Executive Board member may be removed with or without cause by a two-thirds vote. A member shall not be removed from office unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When a member of the Executive Board has been removed, the president shall appoint a qualified individual to fill that term.

 4.4 The Executive Board shall meet a minimum of two times per year.

 4.5 Special meetings of the Executive Board may be called for any purpose either by the president, president-elect, or not less than one-third of the total number of members, after at least 24 hours’ notice and reasonable efforts to notify each member of the Executive Board.

 4.6 Except as otherwise provided in these bylaws, reasonable notice shall be given to each member of the Executive Board of the time and place of each meeting.

 4.7 If necessary, the Executive Board may take action without an official meeting by electronic means with documentation of said action recorded at the next official meeting.

4.8 At all meetings of the Executive Board, a majority of the members of the Executive Board shall be necessary and sufficient to constitute a quorum for the transaction of business.

 4.9 The Executive Board may fix compensation for members of the association for costs, debts or services performed.

4.10 The association shall not lend any of its assets to any Executive Board member or members of the association.

4.11 Each member of the Executive Board shall have one vote. Issues shall be passed by a majority vote, except for the termination of any Executive Board member(s), which requires two-thirds of all elected board members present.

Article 5- Board of Directors

 5.1 The Board of Directors consists of at least the president, president-elect, immediate past-president, secretary, treasurer, two members “at large” and the appointed chair of each committee. The qualifications for the two members at large shall be that they have corrections supervisory experience and be appointed by the president. The Board of Directors is responsible for the business and affairs of the association, with the exception of all legislative matters, which is the sole responsibility of the Executive Board. The Board of Directors shall consist of a minimum of eleven and not more than fifteen persons, to include the Executive Board. Board members may serve an unlimited number of terms. A Board member will hold office until the term for which the member was elected or appointed ends and a successor is elected and qualified, or until the earlier death, resignation, removal, or disqualification of the member.

 5.2 A Board member may be removed with or without cause by a two-thirds vote. A member shall not be removed from office unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When a member of the Board has been removed and notified, the president may appoint a qualified candidate to fill that term.

5.3 Regular meetings of the Board of Directors shall be held as determined by the Executive Board with a minimum of six meetings per year. Executive Board members shall attend Board of Director meetings.

5.4  Special meetings of the Board of Directors may be called for any purpose either by the president, president-elect, or not less than one-third of the total number of members, after at least 24 hours’ notice and reasonable efforts to notify each member.

5.5 Except as otherwise provided in these by-laws, reasonable notice shall be given to each member of the Board of Directors of the time and place of each meeting.

5.6 The Board of Directors may take action without meeting if authorization is approved with prior majority consensus through electronic means with documentation at the next official meeting.

5.7 At all meetings of the Board of Directors, a majority  shall  be  necessary  and  sufficient  to  constitute  a  quorum  for  the transaction of business.

5.8 The Board of Directors may fix compensation for members of the association for costs, debts or services performed.

5.9 The association shall not lend any of its assets to any Executive Board member or members of the association.

5.10 Each member of the Board of Directors shall have one vote. Issues shall be passed by a majority vote, except for the termination of any Executive Board member(s), and removal of any officer, which action shall require a two-thirds vote.

Article 6 - Officers

6.1 The voting members of the association shall elect a president-elect, secretary and treasurer. The secretary and treasurer shall be elected on alternate years. This association shall have the following officers, elected from among the voting members in good standing, and whose terms shall be set forth in this section. Duties of the officers shall be those herein, in addition to those duties normally performed by such officers in similar associations. An officer is also a member of the Executive Board and the Board of Directors of the association. No person shall simultaneously hold more than one position on the Board of Directors.

6.2  The president-elect shall be a three-year term. The first year, the president- elect shall have the powers and perform the duties of the president during the absence or inability of the president to act.  The president-elect shall have such additional powers and perform such additional duties as may be assigned to this person by resolution of the Executive Board or Board of Directors.  

The second year, the president-elect shall become president. The president of the association shall be the principal officer of the association and shall supervise the affairs of the association. The president shall preside at all meetings of the Executive Board and Board of Directors meetings. The president shall have the powers and perform such additional duties as may be assigned by the Executive Board and/or Board of Directors.

The third year, the president-elect shall be designated as the past-president and shall assist the association with historical issues and tasks as assigned by the President, Executive Board or Board of Directors.

6.3 The immediate past-president shall serve one additional year on the Board of Directors. If a director, the past-president shall also serve as the Director Committee Chair and until another past-president, who is also a director, replaces them.

6.4 The secretary shall be a two-year term. The secretary shall attend meetings of the Executive Board and Board of Directors and keep and distribute minutes for all proceedings prior to the next meeting. Additionally, the secretary shall act as custodian of the association records. A designated Executive Board or Board of Directors member shall perform the duties of the secretary during this person’s absence or disability.

6.5 The treasurer shall be a two-year term. The treasurer shall have custody of the association’s funds and securities, shall keep full and accurate account of the receipts and disbursements in books belonging to the association, and shall deposit all monies and other valuable effects in the name and to the credit of the association in such depositories as may be designated by the Executive Board or Board of Directors.  A designated Executive Board or Board of Directors member may have authority to perform the duties of the treasurer during this person’s absence or disability.

6.6 The president may appoint ad-hoc committees consisting of an unlimited number of persons. The advisory committee shall advise the Executive Board and Board of Directors and make recommendations as directed.

Article 7 - Committees

7.1 There shall be standing committees regarding communication, directors, training and education, legislation, and membership. Committee chairs shall be appointed by the president.

7.2 The nominating/awards committee consists of the immediate past-president, president, president-elect and any other member as determined by the current president. The nominating/awards committee shall meet at least 60 days in advance of the annual meeting. The nominating/awards committee shall contact candidates and potential candidates from among the voting membership of the association and shall prepare a list of such candidates and the offices for which they are candidates.

Article 8 - Indemnification of Officers, Executive Board, Employees and Agents

8.1 To the full extent permitted by Minnesota Statutes, the association shall indemnify each member of the Executive Board, Board of Directors, officers, employees, or agents of the association, and any person serving at the request of the association as a member of the Executive Board, Board of Directors, officer, employee, or agent of another association partnership, joint venture, trust or other enterprise, against expenses, including attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person to the fullest extent to which officers and members of the Executive Board or Board of Directors may be indemnified under the terms and conditions of the Minnesota Non-Profit Association Act, or any amendments thereto or substitutions therefore.

Article 9 - Restricted Funds

9.1  In the event funds are received for restrictive purposes with the requirement that principal shall remain intact, the Board of Directors may provide for the designation of an outside corporate trustee to receive the funds and shall authorize the proper officers with the association to execute a trust indenture governing the use of these funds in such form as may be approved by the Board of Directors.

9.2 The Board of Directors may accept on behalf of the association any contribution, gift, bequest or device for the general purposes or for any special purpose of the association.

Article 10 - Employees

10.1 The association may employ such employees as the Executive Board deems necessary.

Article 11 - Funds

11.1 The Executive Board may authorize any member of the association to enter into any contract or execute and deliver any instrument in the name of or on behalf of the association, and such authority may be general or confined to specific instances.

11.2 All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the association, shall be signed as designated by the Executive Board. In the absence of such designation, such instruments shall be signed by the treasurer or president of the association.

11.3  All funds of the association shall be deposited to the credit of the association as designated by the Executive Board.

11.4 The Board of Directors and officers of the association may be interested directly or indirectly in any contract relating to the operation of the association, provided that (a) any such contract or transaction shall be at arm's length with full disclosure of the interest of the member(s) or officer(s) in such contract or transaction, and (b) such contract or transaction does not violate any provision in the Articles of Incorporation of the association or otherwise violate applicable state or federal law.

Article 12 - Dissolution

12.1 This association may be dissolved in accordance with the laws of Minnesota. Upon the dissolution of this association, any remaining assets shall be distributed to organizations organized and operated exclusively for religious, charitable, educational or scientific purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, and in accordance with the relevant provisions of the Articles of Incorporation.

Article 13 - Amendment

13.1 Any changes to these by-laws shall first be presented to the Board of Directors for approval pursuant to M.S. 317A.181, Subdivision 2. If approved by a two-thirds vote of the Board of Directors, the amendment(s) shall then be presented to the membership which requires a two-thirds vote for final approval at a membership meeting pursuant to M.S. 317A.181, Subdivision 2(b).

Article 14 - Fiscal Year

14.1 The fiscal year of the association shall begin on the first day of July and end on the last day of June, unless the Executive Board determines to change the fiscal year.

 

By-Laws Adoption:

These amended by-laws were adopted by the executive Board on 4/22/20 and by the membership on 5/22/20.

These amended by-laws were adopted by the executive board on 4/14/21 and by the membership on 5/28/21.