BYLAWS OF THE MINNESOTA ASSOCIATION FOR CAREER AND TECHNICAL ADMINISTRATORS

ARTICLE I – NAME AND PURPOSE

Section 1. The name of this association shall be the Minnesota Association for Career and Technical Administrators (MACTA).

Section 2. The objective of the organization shall be to provide leadership, support and advocacy for the improvement and effectiveness of Career and Technical Education.

ARTICLE II – MEMBERSHIP

Section 1. Eligibility for Membership:

a. Application for voting membership shall be open to any individual who resides or works in the State of Minnesota who supports the purpose statement in Article 1.

Section 2. Membership is granted after completion and receipt of a membership application and payment of annual dues. Memberships shall be granted upon action of the Board.

a. Membership Categories:

  • Professional: Any person who is interested in the objectives of the Association and has assumed responsibility for the leadership, support and/or advocacy of Career and Technical Education.
  • Associate: Organizations  who are interested in the objectives of the Association and are defined as one of the following:

           a. State Level Agencies and/or Entities

           b. Corporate Affiliates

  • Retired: Individuals who are retired from active employment in career and technical education or services and have been a MACTA member for at least one year may qualify as a retired member.  Retired members cannot be employed either full or part time.  They are then eligible for retired membership upon endorsement of the Board of Directors.  Members in this category are eligible to vote, serve on committees, and participate as a delegate.  Retired members must notify MACTA should they regain employment and renew at the professional membership rate.
  • Honorary: A person who has made extraordinary contributions to Career and Technical Education or the Association and who is not a member of the Association is eligible for honorary membership upon endorsement of the Board of Directors.

Section 3. Annual Dues

The annual dues structure shall be set by action of the Board to be consistent with the operating costs of the association. Continued membership is contingent upon being up to-date on membership dues. The membership year shall be from July 1 to June 30. Dues are not refundable. Membership dues paid by an institution can be transferred or assigned by the institution. Membership dues paid by an individual cannot be transferred or assigned. 

Section 4: Rights of Members

Members in professional, associate, and retired categories have full rights of membership, including: receiving all communications, attending regular meetings, serving as a member or chair on all committees, voting in association elections, and serving on the Board of Directors and holding office.

ARTICLE III – MEETINGS OF MEMBERS

Section 1. Meetings

Regular meetings of the members shall be held twice per year at a time and place designated by the President.

One meeting of the members may take place in conjunction with the Spring Conference, the specific date, time, and location of which will be designated by the President. At this meeting the membership shall elect directors, receive reports on the activities of the association, and determine the direction of the association for the coming year(s).

Section 2. Special Membership Meetings

Special membership meetings may be called by the President, the Executive Committee of the Board, or a simple majority of the Board of Directors. A petition signed by five percent of voting members may also call a special meeting.

Section 3. Notice of Meetings

Written notice of each meeting shall be provided to the membership no less than two weeks prior to the meeting. Electronic notification constitutes written notice.

Section 4. Quorum

The members present at any properly announced meeting shall constitute a quorum.

Section 5. Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV--BOARD OF DIRECTORS

Section 1. Board role size, and compensation

Between membership meetings, the overall policy and direction of this Association and the delegation of responsibilities of day-to-day operations to staff and committees shall be the responsibility of the Board of Directors. The Board of Directors shall consist of no fewer than seven members. The Board of Directors shall be representative of the geography and administrative responsibility of the membership. Directors receive no compensation other than reasonable expenses, as approved by the Board.

Section 2. Terms

All Directors shall serve two year terms, but are eligible for re-election for up to five consecutive terms.

Section 3. Meetings and Notice

The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each Director have written or electronic notice at least two weeks in advance.

Section 4. Board Elections

New directors and current directors shall be elected or re-elected by the voting members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.

Section 5. Election Procedures

The President shall appoint a Nominating Committee consisting of three to five members whose duty is to present a slate of candidates for election to the Board of Directors at the next Annual Meeting. The President shall serve as the chair and in an ex officio role on the Nominating Committee.

Section 6. Quorum

A quorum must be attended by at least one third (3 for a board of 7) of board members for business transactions to take place and motions to pass.

Section 7. Officers and Duties

There shall be four officers of the board, consisting of a president, vice-president, secretary and treasurer. Their duties are as follows: The president shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-president, secretary, treasurer. The vice-president shall chair committees on special subjects as designated by the board.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained. The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, manage auditing and reporting requirements, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Section 8. Vacancies

The president shall make all appointments to fill all interim vacancies, which shall thenbe confirmed by the Board of Directors.

Section 9. Resignation and Termination

Resignation from the board must be in writing and received by the President. A board member may be removed by a three-fourths vote of the remaining directors.

Section 10. Special Board Meetings

Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary or president to each board member at least two weeks in advance.

ARTICLE V - COMMITTEES

Section 1. Committee Formation

The standing committees shall be Public Policy & Advocacy, Communications, Professional Development, and Local Vocational Program Director (LVPD) Licensure.  The Board of Directors may create other temporary committees as needed. The President appoints all committee chairs. 

Section 2. Executive Committee

The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and shall have such actions affirmed by the board of directors at the next full meeting of the board of directors.

The Executive Committee is responsible for developing and reviewing fiscal procedures, revenue plans, and the annual budget with assistance from other board members. The board must approve the budget, revisions, and all expenditures. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members or the public upon request. 

ARTICLE X – MISCELLANEOUS

1. Fiscal Period. The fiscal period of the MACTA shall be from July 1 to June 30, or such other period as approved by the Board of Directors.2. Notices. Whenever, under the provisions of these Bylaws, notice is required to be given to any officer, director or member it shall not be construed to mean personal notice, but such notice shall be given by any means calculated to give actual notice addressed to each member, officer or director at such address as appears on the books of the Association. Notices may be issued in written, facsimile or electronic format. Any member, director or officer may waive any notice required to be given under these Bylaws. 
3. Dissolution. The dissolution of the Association shall follow the requirements of the Minnesota Nonprofit Corporation Act. Upon dissolution it shall be the obligation of the Board of Directors to ensure that all just debts and claims against the Association are paid. Any funds remaining after payment of all debts and obligations shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations exempt from taxation under Section 501(c)(6) of the Internal Revenue Code. Such organizations are to be selected by the Board of Directors.
4. Indemnification. To the fullest extent permitted by law, but limited to the Association’s insurance coverage, the Association shall indemnify and hold harmless any and all past, present or future Directors and Officers, as identified and defined in these bylaws and, in its discretion and in accordance with law, may indemnify and hold harmless any agent or employee of this Association from all liabilities, expenses and counsel fees reasonably incurred in connection with all claims, demands, causes of action and other legal proceedings to which they may be subjected by reason of any alleged or actual action or inaction in the performance of the duties of such Director, Officer, employee or agent on behalf of the Association.
5. Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of all its agents, including officers, directors and employees, against any liability asserted against or incurred by the agent in such capacity arising out of the agent’s status as such.

ARTICLE XI – AMENDMENT OF BYLAWS

These bylaws may be amended at any regular meeting of the association as follows:

  • as presented during the New Business portion of the most recent regular meeting of the Board of Directors, followed by
  • authorization of the amendment proposal by the Board of Directors, followed by
  • written notification to the association membership not less than one week prior to the regular meeting of the association during which the membership shall vote.

CERTIFICATION

These bylaws were approved at a regular meeting of the membership.