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Article IV - Board of Directors

Section 1- Board role, size and compensation:  With input from the General Membership, The Board is responsible for:
• Refining the organization’s mission; 
• Refining organizational processes;
• Refining the yearly focus of the organization;
• Setting policy;
• Signing appropriate contracts;
• Providing overall leadership and strategic direction for the organization.

The Board shall have 9 to 15 members. The organization will attempt to find members who represent all of the languages taught in Minnesota immersion schools; elementary and secondary programs; urban, suburban, exurban, and rural districts; 1-way, 2-way, and Indigenous programs; and other constituencies as deemed relevant by the Board of Directors.  Board members include four officers (Senior-chair, Vice-chair, Secretary and Treasurer), one representative from each of the four committees and a MAIN parent member representative. 

The Board receives no compensation.

Section 2 - Officers and Duties:  There shall be four officers of the Board, consisting of a Senior-chair, Vice-chair, Secretary and Treasurer.  All officers shall serve two-year terms, but are eligible for re-election up to three consecutive terms.  However, this term limit can be overridden by a simple majority of those present at an announced general membership meeting.
The Senior Chair, Vice-chair, and immediate past Senior-chair shall serve as the leadership team for the organization.

Their duties are as follows:

The Senior-chair shall convene regularly scheduled Board meetings, preside at each meeting, and distribute meeting agendas.

The Vice-chair shall preside at meetings in the absence of the chair.   The Vice-chair shall chair committees on special subjects as designated by the Board. 

The immediate past Senior-chair shall serve in an advisory capacity to the leadership team.

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 to each Board member, maintaining the membership contact information, and assuring that corporate records are maintained. 

The Treasurer shall make a report at each Board meeting.  The treasurer shall oversee annual membership dues, assist in the preparation of the budget and IRS documents, and make financial information available to Board members.

The Parent Liaison will represent the parent perspective.  The parent liaison or his/her designee will facilitate the Parent forum at MAIN General Meetings.

Section 3 - Board elections and appointments:  Officers shall be elected or re-elected by a simple majority of the voting members present at the May general meeting. Board members are elected on alternate years (year one: Senior-chair, Treasurer; year two: Vice-chair, Secretary). Committee representatives will be appointed by committees on alternate years (year one: Personnel; Program Design and Development; Communication, Culture and Community; year two: Teaching and Learning; Language Immersion Advocacy). Parent members will appoint a representative.  Terms will start on July 1 and end of June 30 of the appropriate year. 

Section 4 – Board meetings and notice:  The Board shall meet at least four times per year, at an agreed upon time and place.  An official Board meeting requires that each Board member have written notice at least two weeks in advance.  The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the proceedings of the Board in all cases to which they are applicable.  Special meetings may be called by the Senior-chair, the Vice-chair, or a simple majority of the Board of Directors.

Section 5 - Quorum: For business transactions to take place and motions to pass, a quorum must be attended by at least 50 percent of the voting Board members.

Section 6 - Vacancies:  When a vacancy on the Board exists mid-term, the secretary must receive nominations for new members from the membership-at-large two weeks in advance of a Board meeting.  These nominations shall be sent out to the membership to be voted upon electronically.  These vacancies will be filled only to the end of the particular Board member’s term. 

Section 7- Resignation, termination, and absences:  Resignation from the Board must be in writing and received by the secretary.  A Board member shall be terminated from the Board due to excess absences (after two unexcused absences from Board meetings in a year).  A Board member may be removed for other reasons by a three-fourths vote of the remaining directors. 

Section 8 - Special meetings: Special meetings of the Board shall be called upon the request of the Senior-chair, the Vice-chair, or one-third of the Board members.  The secretary shall send out notices of special meetings to each Board member at least two weeks in advance.
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