Location

Section 1

The name of this corporation is the Center for Independent  Living of Northeastern Minnesota, Inc.

Section 2

The registered office of this corporation shall be located in Hibbing, Minnesota, county of St. Louis, and state of Minnesota.  The corporation may have such other branch offices, either within or without of its service area, as the board of directors may determine.

Purpose

Section 1

The Purpose of this Corporation Shall Be:

a.  To assist individuals with disabilities to live independently, pursue meaningful goals, and have the same opportunities and choices as all persons.

b.  To do and perform any and all acts of things necessary, proper, or convenient or incidental to the furtherance or carrying out of the powers or purposes herein mentioned.

Operation

Section 1

Board of Directors

a.  The responsibility for the general control and management of the policy, affairs, and direction of the center for independent living of northeastern Minnesota shall be vested in the board of directors.

b. Membership:  the authorized number of elected directors shall be limited to fourteen members at least eight (51%) of the directors shall be disabled themselves.  Of these fourteen members, the board may set the number of directors it elects from cities or areas served by the branch offices.

c.  Term of office: term of office shall be three (3) years.  A director cannot serve more than two consecutive terms, re-elections shall not occur until a one-year absence occurs; at which time the individual may reapply.

d.  Removal:  any member may be removed at the will of the board upon the vote of at least three-fourths of the board in favor of such action.  Absences, which number greater than three (3) monthly board meetings in any one-year may necessitate removal at the discretion of the board.

e. Vacancies: Vacancies in the board shall be filled by appointment made by the nominating committee with approval of a majority of CILNM members at the annual meeting.  Vacancies Caused by Board Member resignation in the course of the year may be filled at the board's discretion.

f.  Officers:  there shall be a chairman, vice- chairman, secretary, and treasurer.  These officers shall be elected by the board itself immediately following each annual meeting.  Each officer shall serve a one (1) year term and can be reelected by the board.

Section 2 

Standing Committees

a.  Standing committees may be established by the board of directors as necessary.

b.  Advisory committees may be established by the board of director's as necessary.

Section 3 

Meetings

a.  Meetings of the board of directors shall be held on regular basis.  An annual meeting of the corporation shall be held each year.  The chairperson may call special meetings.

b.  Notice of all meetings shall be given at least five (5) business days in advance of such meetings to every member of the board.

Section 4 

Quorum

a.  A simple majority of the board shall constitute a quorum.

Section 5 

Voting

a.  Each board member in personal attendance at any meeting of the board shall be entitled to one (1) vote.

Section 6 

Procedural Powers

a.  The board may consult and enter into any agreement with other agencies pursuant to the general purposes and objectives of CILNM.

b.  The board shall be empowered to receive funds in support of the center for independent living of northeastern Minnesota.

Section 7 

Nominating Committee of the Board of Directors
a. At least one month before the election of officers, the chairman shall appoint a nominating committee consisting of a minimum of three (3) members of the board.  The nominating committee shall nominate persons for board membership to be voted upon by the general membership at the annual meeting of< the corporation.  Nominations for board membership to be voted upon may be made from the floor at the annual meeting, providing the nominee gives consent.

Section 8 

Duties of Officers of the Board of Directors

a.  The chairman of the board shall perform such duties as are  usually performed by such officer and shall preside at all meetings of the board.  The chairman shall appoint such committees as are deemed necessary by the board and may                                                       serve as an ex-officio member of such committees.

b. The vice-chairman of the board, in the absence of the chairman, shall have the powers and duties of the chairman.

c. The secretary of the board shall keep the corporate records, as well as the minutes of the board meetings and shall perform the duties usually incidental to that office.

d. The treasurer of the board shall be the custodian of all funds and property of the corporation. The treasurer shall see that a full and accurate account of the financial affairs of the corporation is kept, and make a financial report to the board upon request of the chairman. The treasurer shall also perform any other duties usually incidental to that office

Finances

Section 1

The board shall annually certify all account or shall have all accounts audited annually by a certified public accountant, not otherwise employed by the board.

Section 2

The accounting methods of the corporation shall be in accordance with accepted accounting practices.  There shall be a statement showing, in reasonable detail, the sources of income, manner of expenditures and any funds held in a separate account.

Section 3

The corporation shall be operated upon a budget set up at the beginning of a fiscal year, which shall be January 1.

Section 4

There shall be at least two (2) authorizing signatures, consisting of the officers of the board for all disbursements and expenditures. The board may designate additional individuals, including staff as authorized signatures.  Any two (2) of the authorized signatures, only one of which may be a staff member, are required for all expenditures of $400 or more and all payroll checks.  The director's signature alone can authorize an expenditure of less than $400, excluding payroll.

Section 5

Upon dissolution of the center for independent living of northeastern Minnesota, all funds and property remaining after paying or adequately providing for the debts and obligations of the corporation shall be held in trust for the use of benefit of or distribution to, another non-profit corporation organized and existing for the general purposes and objectives of the corporation, as herein above stated.  This shall not apply to the use of any governmental funds, which in the case of dissolution would revert back to their source.

Service Area

Section 1 

The service area of the center for independent living of northeastern Minnesota, shall encompass northeastern Minnesota.  The service area may be modified as necessary to carry out the functions of the organization.

Consortium

Section 1

Membership will be open to any individual interested in supporting the purpose of the corporation.

Section 2

Membership in the center for independent living of northeastern Minnesota may be terminated by action of the board of director's.

Section 3

Term of membership shall be annual from January 1 to December 31.

Section 4 

Dues for membership in the center for independent living of northeastern Minnesota shall be established at the annual meeting of the corporation.  All directors shall be members in good standing.

Section 5

Each member shall be entitled to one vote to be cast at any meeting of the consortium.

Section 6

Pecuniary gain
a. The consortium shall not afford pecuniary gain incidentally or otherwise to its members and officers.

Amendment

Section 1

The center's by-laws may be amended at any meeting of the board of directors, provided notice of the proposed amendment   has been mailed to each board member at least five (5) days prior to such meeting.  Amendments to the by-laws be passed by a two-thirds vote of the board.

Section 2 

The meetings of the board of directors of the center shall be conducted in accordance with Robert's rules of order.

Article VIII

Executive Director

Section 1

Duties: the executive director shall be appointed by the board of directors.  The executive director shall be a ex-officio of the board of directors with the same rights and responsibilities.  The executive director shall be the managing agent of the corporation and shall be responsible for the administration, direction, and management of its affairs, subject to the general supervision, control, and direction of the board of directors.  The executive director shall report regularly to the board of directors at their meetings with respect to the affairs of the corporation. (Amended 3/22/94)

Section 2 

Employees: subject to and within limits prescribed by the board of directors, the executive director shall employ and discharge such personnel as may be needed to carry out the affairs of the corporation, and shall within limits set by the board of directors, fix the compensation of such employees.

Section 3 

The executive committee of the board shall review the performance of the executive director on an annual basis, or such frequency as the board, in it's exclusive discretion, deems appropriate, whether more or less frequently than annually. (Amended 11/03/2006)