BYLAWS
MINNESOTA SOCIETY of PROFESSIONAL SURVEYORS
Revised December 2020
SECTION 1
MEMBERSHIP
1.1 QUALIFICATION OF MEMBERS. The Members of the Corporation shall consist exclusively of those persons who (a) are eligible for membership under the provisions of Section 1.2, and (b) who have been approved for membership by the chair of the Membership Committee. Any applicant who has been denied membership in the Corporation may appeal such denial to the Board of Directors.
1.2 CLASSES OF MEMBERS. The Members of the Corporation shall be classified as follows:
1.2.1. LICENSED MEMBERS are those Members who are licensed as land surveyors pursuant to the laws of the State of Minnesota. Licensed Members shall have the right to vote.
1.2.2. TRAINING MEMBERS are those Members who have successfully passed the Fundamentals of Land Surveying Exam as issued by N.C.E.E.S. Training Members shall have the right to vote.
1.2.3. HONORARY MEMBERS are those Members who have attained unusual professional recognition by their contribution to the profession of land surveying.
1.2.4. LIFE MEMBERS are those Members who were a LICENSED MEMBER, and who have attained 62 years of age and have retired from active practice as land surveyors, and who have paid their dues as a LICENSED MEMBER for the year in which they attained age 62, or retired, whichever is later, and for each of the nine (9) years preceding. Life Members shall have the right to vote.
1.2.5. ASSOCIATE MEMBERS are those Members who are Licensed and in good standing as land surveyors in any state of the United States (other than Minnesota) or in any province of Canada.
1.2.6. SUSTAINING MEMBERS are those Members, including individuals and business entities, who or which are engaged in the manufacture or distribution of surveying instruments or equipment, in the compilation or reproduction of maps, or in the performance of services for land surveyors.
1.2.7. FIRM MEMBERS are those Members, including business entities, which are owned by or which employ Licensed Members.
1.2.8. TECHNICAL MEMBERS are those Members who have an active interest in land surveying and are not eligible for membership under classifications 1.2.1-1.2.7.
1.2.9. RETIRED MEMBERS are those Members who were either a TRAINING MEMBER or a TECHNICAL MEMBER, and who have attained 62 years of age and have retired from the surveying practice, and who have paid their dues for the year which they attained age 62, or retired, whichever is later, and for each of the preceding nine (9) years.
1.2.10. STUDENT MEMBERS are those Members with an interest in land surveying who are enrolled part time or full time in a surveying or related degree program.
No Member shall be classified in more than one of the foregoing classes. Each Member who is eligible for classification in more than one class of membership shall be classified in such class as the Board of Directors may determine.
1.3 NO TRANSFER OF MEMBERSHIPS. Neither membership in the Corporation, nor any rights arising from membership, is transferable or assignable under any circumstances.
1.4 CHANGE OF CLASS. The Board of Directors, upon recommendation of the Membership Committee, may reclassify any Member from the class in which such Member is assigned to any different class for which said Member is eligible.
1.5 TERM OF MEMBERSHIP. The term of membership shall be one year corresponding with the calendar year, and is renewable upon the payment of dues assessed by the Corporation. Each Member’s membership in the Corporation shall automatically and without notice or hearing or other action by anyone, terminate on the thirty-first (31st) day of January of the year in which the dues are unpaid.
1.6 EXPULSION OR SUSPENSION. A Member may not be expelled or suspended and a membership may not be terminated except as provided in Section 1.5 above, unless: (a) the Member has ceased to be eligible for membership in the class in which such Member is assigned, and such Member is not eligible for any different class; (b) the Member has been convicted of any felony; (c) the Member has violated any provision or any code of ethics therefore adopted by the Corporation; (d) the Member has willfully or repeatedly obstructed any purpose or proper activity of the Corporation; or (e) the Member has been guilty of any other conduct detrimental to either the Corporation or the profession of land surveying. A Member may not be expelled or suspended and a membership may not be terminated or suspended except by the Board of Directors pursuant to the following procedure: (a) the Secretary shall notify the Member of the expulsion or suspension (specifying one or more said grounds for expulsion) not less than fifteen days prior to the proposed expulsion or suspension; and (b) the Member must be presented with an opportunity to be heard, orally or in writing by the Board of Directors, not less than five days before the effective date of the expulsion or suspension.
1.7 PROPERTY RIGHTS. No Member (as such) shall have any right, title, or interest in or to any property of the Corporation. Upon the death or dissolution of any Member, the expiration of any membership or the expulsion of any Member, no payment of any kind or amount shall become payable by the Corporation to the former Member.
SECTION 2
MEMBER MEETINGS
2.1 ANNUAL MEETINGS. An annual meeting of the Members of the Corporation shall be held once in each fiscal year at such hour and such date and at such place within the State of Minnesota as shall have been determined by the Board of Directors and designated in the notice of the meeting. The Secretary shall cause notice of the hour, date and place of each annual meeting to be given to each Member not less than twenty (20) nor more than ninety (90) days prior to such meeting. At each annual meeting the President and Treasurer shall report on the activities and financial condition of the Corporation. The Members may also transact such other business of the Corporation as may properly come before them. If an annual meeting of Members has not been held during any preceding period of fifteen months, the Members shall have the right to demand that a meeting be held, pursuant to and in the manner specified by Minnesota law.
2.2 SPECIAL MEETINGS. Special meetings of the Members may be called by for any purpose by the President, or shall be called by the President as directed by a resolution adopted by the Board of Directors. The Members shall also have the right to demand that a special meeting be called by delivering a written demand, to the President or the Treasurer signed by either ten percent (10%) of the total number of Members entitled to vote or fifty (50) Members entitled to vote, whichever is less. Each special meeting shall be held at such hour and on such date and at such place within the State of Minnesota as shall be determined by the Board of Directors and designated in the call of such meeting. The Secretary shall cause notice of the hour, date, place and purpose(s) of each special meeting to be given to each Member not less than five (5) or more than thirty (30) days before such meeting. No business shall be transacted at any special meeting other than that which is stated in the notice, unless all Members waive notice of the meeting.
2.3 QUORUM. At each annual or special meeting of the Members, one-third (1/3) of the total number of Members entitled to vote, or twenty-five (25) Members entitled to vote, whichever is less, shall constitute a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, the Members present may continue to transact business until adjournment, even though the withdrawal of a Member or Members originally present leaves less than the number otherwise required for a quorum.
2.4 WAIVER OF NOTICE. A Member may waive notice of a meeting at, or after the meeting. Attendance by a Member at a meeting is deemed a waiver of notice of that meeting, except where the Member objects at the beginning of the meeting to the transaction of business because the meeting was not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and the Member does not participate in the consideration of said item at that meeting.
2.5 VOTES. Each Licensed Member, each Training Member and each Life Member shall be entitled and restricted to one vote at meetings of Members. There shall be no cumulative voting. Honorary Members, Associate Members, Sustaining Members, Technical Members, Student Members, Retired Members and Firm Members shall have no vote.
2.6 ABSENTEE VOTING. Any Member who is entitled to vote at any meeting of the Members may vote with an absentee ballot if said Member is unable to attend the meeting. A notice of the right to receive an absentee ballot shall be given to each voting Member not less than twenty (20) days nor more than forty (40) days prior to the meeting. The absentee ballot shall set forth the exact text of the motion, resolution or amendment to be voted upon at the meeting of the Members. Such ballots properly completed by the Member and received by the Corporation before the meeting of the Members is called to order, shall be counted as a vote of such absent Member.
2.7 PROXIES. Proxies shall not be allowed or used by Members.
2.8 RULES OF ORDER. Meetings of the Members shall be conducted in accordance with “Robert’s Rules of Order Newly Revised”, except as otherwise provided in these Bylaws or in any standing rules of procedures (not inconsistent with these Bylaws) which shall have been adopted at any meeting of the Members.
SECTION 3
BOARD OF DIRECTORS
3.1 THE BOARD OF DIRECTORS. The Board of Directors shall be comprised of eleven directors, including the Past President, President, President-Elect, Secretary, Treasurer and Minnesota Director to the National Society of Professional Surveyors (NSPS Director). Five additional directors shall be elected prior to the annual meeting of the Members (in every other year), by and from among the voting Members. Those individuals receiving the affirmative vote of the greatest number of the ballots cast for each open Board seat shall be elected as directors. No more than two Board seats may be held by members other than Licensed members at any one time. Election of Directors will be conducted via electronic ballot within two months prior to each Annual Meeting.
3.2 ELECTION AND TERM OF OFFICE. The term of office of each elected Director shall be two years which shall expire at the second annual meeting of the Members following such Director’s election. A director shall continue to serve until his or her respective successor shall have been elected and qualified, or until his or her earlier death, resignation or removal as provided herein. An elected director shall not be eligible for re-election as a director after serving the second of two successive full regular terms of two years each, until a one year hiatus as a director is achieved.
3.3 VACANCIES. Each vacancy occurring on the Board of Directors, other than by the removal of a director by the Members or by the expiration of the director’s regular term, shall be filled by a vote of the majority of the remaining directors, even though they may constitute less than a quorum. Each director elected to fill a vacancy shall continue to serve as a director until a successor is elected by the Members.
3.4 RESIGNATION. A director may resign at any time by mailing or personally delivering written notice to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective time is specified in the notice. No resignation may be effective prior to the time such notice is given.
3.5 REMOVAL. The following rules shall apply to removal of directors in office:
3.5.1. REMOVAL BY DIRECTORS. A director may be removed by the affirmative vote of a majority of the remaining directors, with or without cause, if the director so removed was named by the Board to fill a vacancy and the Members have not elected directors in the interval between such appointment and such removal.
3.5.2. REMOVAL BY MEMBERS. Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Members entitled to vote. Neither a director nor the entire Board shall be removed prior to the expiration of his or her term unless the notice of the meeting of Members at which removal is to be considered states such purpose. When a Director of the Board has been removed, a new director to fill the vacancy so created may be elected at the same meeting.
3.6 REGULAR MEETINGS. The Board of Directors shall meet regularly at such times and places as the Board may determine but at least once per year. Notice of regular meetings of the Board of Directors shall be given to each Director at least five (5) days prior to the date of such meeting. Special meetings of the Board of Directors may be called by the President, or a majority of the directors, upon giving notice to each director, orally or in writing, at least five (5) days prior to the date of such meeting. Any business may be transacted at any meeting without mention of such business in the notice.
3.7 WAIVER OF NOTICE. Directors may waive notice of any meeting of the Board before, at, or after the meeting, in writing, or by attendance. Attendance at a meeting by a director shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of meeting to the transaction of business because the meeting is not validly held, and does not participate thereafter in the meeting.
3.8 QUORUM AND VOTING. A quorum at the meetings of the Board of Directors shall consist of a majority of the directors. The affirmative vote of a majority of the directors present at a duly called meeting shall decide all questions, except when a greater vote is expressly required by law or these Bylaws or the Articles of Incorporation. If, at any meeting of the Board of Directors there is less than a quorum present, the majority of those directors present may adjourn the meeting to another date and time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a director or directors originally present leaves less than the number otherwise required for a quorum.
3.9 ELECTRONIC COMMUNICATIONS. A conference telephone call, or other conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference, shall constitute a meeting of the Board of Directors, provided that any notice requirements for a meeting are met and that the number of directors participating at the conference are sufficient to constitute a quorum at a meeting. Participation in such a conference shall constitute presence in person at the meeting.
3.10 WRITTEN ACTION IN LIEU OF A MEETING. To the extent permitted by law, any lawful action taken by the Board of Directors may be taken without a meeting if such action is in writing, signed by all directors and filed with the Minutes of the Board. The written action shall be effective when signed, unless a different effective date is set forth therein.
3.11 CONDUCT OF MEETINGS. Meetings of the Board of Directors shall be conducted in accordance with “Robert’s Rules of Order Newly Revised”. The President, if present, or if not present, the President-Elect, shall preside at all meetings of the Board of Directors, and in the absence of such officers, the directors present at the meeting shall appoint one of them to act as presiding officer of the meeting.
3.12 PROXIES. Proxies shall not be allowed or used by directors.
3.13 COMPENSATION. The compensation, if any, of the Board of Directors may be fixed at any annual meeting of the Members by the affirmative vote of the Members entitled to vote.
3.14 RULES OF PROFESSIONAL CONDUCT. The Board of Directors shall adopt Rules of Professional Conduct for Members, and amend the same from time to time. The Board shall also investigate all questions arising under said Rules and take such action as it determines to be appropriate in each circumstance.
3.15 RECOMMENDED GUIDELINES. The Board of Directors may adopt recommended guidelines for the proper practice of the profession of land surveying, and amend the same from time to time.
SECTION 4
OFFICERS
4.1 ELECTION OF OFFICERS. The officers of the Corporation shall be the Past President, President, President-Elect, Secretary, Treasurer and NSPS Director. The President, President-Elect, Secretary, Treasurer and NSPS Director shall be elected from among the Licensed Members by the voting Members. Prior to each annual meeting of the Members, the voting Members shall elect, from among their number, a President, and a President-Elect to serve for a term of one year each which continue until the adjournment of the first next following annual meeting of the Members, and until their respective successors shall have been elected and qualified. The President shall be designated as the Past President for the regular term or terms next following the expiration of the last term served as President. Prior to each annual meeting in an odd numbered year, the Secretary shall be elected to serve for a term of two years which continues until the adjournment of the second next following annual meeting of the Members and until a successor shall have been elected and qualified. Prior to each annual meeting in an even numbered year, the Treasurer, and the Minnesota NSPS shall be elected for regular terms of two years each which continue until the adjournment of the second next following annual meeting of the Members, and until their respective successors shall have been elected and qualified. Neither the President nor the President-Elect shall be eligible for re-election as such officer after serving the second of two successive full regular terms of one year each until a one year hiatus as such officer is achieved. Neither the Secretary nor the Treasurer shall be eligible for election as such officer after serving the second of two successive full regular terms of two years each until a one year hiatus as such officer is achieved; but said NSPS Director may be eligible for re-election as such NSPS Director without any limitation of the number of successive terms served. Election of Officers will be conducted via electronic ballot within two months prior to each Annual Meeting.
4.2 RESIGNATION. An officer may resign at any time by giving written notice to the Corporation. The resignation is effective without acceptance when the notice is given, unless a later effective date is specified in the notice.
4.3 THE PRESIDENT. The President shall be the Chief Executive Officer of the Corporation, a non-voting ex-officio member of all committees (except the Nominating Committee), and a) shall preside over all meetings of the Members, the Board of Directors and the Executive Committee; and b) shall have all authority ordinarily held by the president of a corporation.
4.4 THE PRESIDENT-ELECT. The President-Elect shall perform such duties as the President may designate. In the absence or disability of the President, the President-Elect shall perform all of the duties of the President.
4.5 THE SECRETARY. The Secretary shall a) take or supervise the taking of complete minutes of all meetings of the Members and of the Board of Directors and of the Executive Committee; b) have custody of the Corporation’s minute book and of its corporate seal, if any; c) submit to the annual meeting of the Members a report covering the business of the Corporation for the previous fiscal year, and showing the condition of the Corporation at the close of the said fiscal year; and d) give, or cause to be given, all notices as required by the Board of Directors.
4.6 THE TREASURER. The Treasurer shall be the Chief Financial Officer of the Corporation and shall a) have custody of and account for all funds and property of the Corporation; b) keep complete books and records of all financial transactions of the Corporation; and c) perform such additional duties as may be required by the Board of Directors.
4.7 VACANCIES. Each vacancy occurring in any office of President, President-Elect, Secretary, Treasurer or NSPS Director, other than by removal of such officer by the Members or the expiration of a regular term, may be filled until the next annual meeting of the Members by a vote of the Board of Directors.
4.8 COMPENSATION. The Compensation, if any, of the officers may be fixed at any annual meeting of the Members by the affirmative vote of the Members entitled to vote.
SECTION 5
COMMITTEES
5.1 SOCIETY COMMITTEES. The Board of Directors may establish Society Committees to carry out the mission of the Corporation. The purposes and functions of each Society Committee shall be determined by the Board of Directors and shall be set forth in the Policies and Procedures Manual. Any Member is eligible to serve on a Society Committee. The President shall appoint the members and chair of each Society Committee.
5.2 BOARD COMMITTEES. The purposes and functions of the Board Committees shall be to carry out one or more duties and responsibilities of the Board of Directors. The Board Committees shall include the Executive Committee, the Nominating Committee, the Budget/Finance Committee, the Bylaws Committee and the Membership Committee. Except for the Nominating Committee and the Membership Committee, only a member of the Board of Directors may serve on a Board Committee. The Board of Directors (or the President if authorized by the Board) shall appoint the members and chair of each Board Committee.
5.2.1. EXECUTIVE COMMITTEE. The Board of Directors may appoint an Executive Committee of not less than three (3) directors, one of whom shall be the President. The other Members of the Executive Committee must be directors of the Corporation. The Executive Committee shall have all of the authority of the Board between meetings of the Board, except that the Executive Committee shall not have any authority (1) to fill any vacancy in any elective office or in its own membership or in the Board of Directors; (2) to employ or discharge any officer for the Corporation (3) to call any meeting of the Members, (4) to meet or otherwise to act at any time when either the Board of Directors or the Members are holding a meeting; or (5) to do anything which is required by law to be done only by the Board of Directors and which the Board cannot lawfully delegate to such a committee. The Executive Committee shall have such other powers and duties as the Board of Directors may delegate to or require of it.
5.2.2. NOMINATING COMMITTEE. The Nominating Committee shall, prior to each annual meeting of the Members, nominate one or more nominees for election to each office and each directorship for which an election will be held.
5.2.4. BYLAWS COMMITTEE. The Bylaws Committee shall periodically review the Corporation’s Bylaws, and shall recommend to the Board of Directors such amendments to the Articles of Incorporation and Bylaws of the Corporation as said committee may deem to be advisable. Unless a separate Bylaws Committee is established, the Board of Directors shall perform the duties of the Bylaws Committee.
5.2.5 MEMBERSHIP COMMITTEE. The Membership Committee shall review all applications for membership in the corporation. The Committee, without prior application, may recommend to the Board the admission of qualified persons to membership in the Corporation as Honorary Members, Life Members, Retired Members or Sustaining Members. The Membership Committee shall maintain a complete and current record of all the Members of the Corporation, listing them alphabetically, according to classes of members, and according to counties, states or province and political subdivisions thereof. The Committee shall also strive to increase the membership of the Corporation.
5.3 OTHER COMMITTEES. The Board of Directors may establish other committees for such other purposes and with such authority as provided by the Board. All such committees shall be subject at all time to the direction and control of the Board. Members and the chair of such other committees shall be appointed by the President.
5.4 PROCEDURE. Section 3.4 to 3.12 of these Bylaws, to the extent germane, shall apply to committees and members of the Board. Minutes, if any, of the committees shall be made available upon request to members of the committee and to any Director.
SECTION 6
CHAPTERS
6.1 ORGANIZATION. Local chapters of the Corporation may be established by the Board of Directors upon the petition of at least five Members, who wish to form a chapter in their area. The petition should include a chapter name and a list of counties to be non-exclusively served by the chapter. This list is subject to change at anytime by the Board of Directors. The chapters shall also be numbered in the order in which they are established.
6.2 PURPOSE. The purpose of the chapters shall be to assist the Corporation in fulfilling its objectives. The chapter shall actively promote membership in the Corporation of all chapter members. The chapter shall also provide fellowship, guidance and assistance to students and technicians seeking a place in the profession by including them in chapter activities.
6.3 MEMBERS. All Members of the Corporation shall be eligible for membership in their respective chapters. However, chapter members need not be Members of the Corporation.
6.4 OFFICERS. The chapter officers shall consist of a President, who shall conduct the chapter business; a President-Elect, who assists the President or assumes the duties of the President in the President’s absence, a Secretary and a Treasurer or Secretary/Treasurer, who shall keep a record of the business and finances of the chapter. Committees may be appointed by the President to provide assistance in conducting the affairs of the chapter. The officers shall be elected annually. Only Members of the Corporation shall be eligible for office.
6.5 VOTING. Only Licensed, Training, and Life Members of the Corporation shall be entitled and restricted to one vote in the affairs of the chapter.
6.6 MEETINGS. The chapter shall hold at least two meetings throughout the year. A notice and agenda of the meetings shall be transmitted to the Chapter Members, the President of the Minnesota Society of Professional Surveyors (MSPS President) and the MSPS Executive Director at least ten days prior to the meeting. The meetings shall be conducted according to Robert’s Rules of Order Newly Revised. The minutes of the meetings shall be transmitted to the Chapter Members, the MSPS President, the MSPS Executive Director and the MSPS Secretary. One-third of the voting chapter members shall constitute a quorum.
6.7 DUES. The chapter shall determine its own dues, which may not exceed 50% of the respective Minnesota Society of Professional Surveyors dues.
6.8 ANNUAL REPORT. The chapter shall present an annual report to the Corporation at the annual meeting containing a list of its Members and summary of its activities and financial status.
SECTION 7
FINANCIAL MANAGEMENT
7.1 FISCAL YEAR. The fiscal year of the Corporation shall commence on the first day in October and shall end on the last day of September in the following year, unless otherwise determined by the Board of Directors.
7.2 ANNUAL DUES. Each year annual dues shall be determined by the Board of Directors.
7.3 BOOKS AND RECORDS. The Corporation shall keep at its registered office correct and complete copies of its Articles of Incorporation and Bylaws, accounting records, and minutes of meetings of Members, the Board of Directors, and any committees having any of the authority of the Board. Any member, or the agent or attorney of the Member, may inspect all books and records of the Corporation for any proper purpose at any reasonable time.
7.4 FINANCIAL STATEMENTS. At the close of each fiscal year, the Corporation shall prepare financial statements showing the results of operations and transactions affecting income and surplus of the Corporation during such fiscal year and a balance sheet containing a summary of its assets and liabilities as of the closing date of the fiscal year, all in accordance with generally accepted accounting principles. The financial statements shall be presented to the Members at their annual meeting following such fiscal year and to the Board of Directors for consideration and approval. Upon the request of any Members, the Corporation shall give such person a copy of the financial statements.
7.5 BORROWINGS. The Board of Directors shall have power which may be exercised only by a vote of a majority of all of the Directors; to authorize and approve the borrowing of money and the pledging and mortgaging of any or all of the assets of the Corporation as a security for the sums to be borrowed.
SECTION 8
FORM OF NOTICE
8.1 FORM of NOTICE. Whenever under the provisions of these Bylaws notice is required to be given to any Member, director, or officer, notice is given:
8.1.1. when mailed to the Member, director or officer at an address designated by the person, at the last known address of the person, or at the address of the person in the corporate records;
8.1.2. when communicated to the Member, director or officer orally, including via telephone;
8.1.3. when handed to the Member, director or officer;
8.1.4. when sent by facsimile, electronic mail (e-mail), or other electronic means, to a facsimile number, e-mail address, or other electronic designation provided by the Member, director or officer;
8.1.5. when left at the office of the Member, director or officer with a clerk or other person in charge of the office, or if there is no one in charge, when left in a conspicuous place in the office;
8.1.6. if the office of the Member, director or officer is closed, or the Member, director or officer has no office, when left at the dwelling or usual place of abode of the Member, director or officer with a person of suitable age and discretion residing in the house.
8.2 TIMING OF NOTICE. Notice by mail is given when deposited in the United States mail with sufficient postage. Notice is considered received when it is given.
SECTION 9
AMENDMENTS
9.1 AUTHORITY TO AMEND. Only the Bylaw Committee or at least twenty-five (25) Licensed, Training and or Life Members may propose amendments to the Articles of Incorporation and the Bylaws.
9.2 ARTICLES OF INCORPORATION. The Articles of Incorporation may be amended at any regular meeting of the Members by a two-thirds vote of the Licensed, Training and Life Members present at the meeting, provided that each Licensed, Training and Life Member shall be given notice of the amendment not less than twenty (20) nor more than forty (40) days prior to the meeting.
9.3 BYLAWS. These Bylaws may be amended at any regular meeting of the Members by a two-thirds vote of the Licensed, Training and Life Members present at the meeting, provided that each Licensed, Training and Life Members has been given notice of the amendment not less than twenty (20) nor more than forty (40) days prior to the meeting.
Last Amended –December 2020
