Support the social and economic well being of the communities in which we live.

ARTICLE III

Membership


Section 1: MEMBERS

Members in the Iron Mining Association of Minnesota shall consist of the following classes:

A. Producer Member: Each iron ore mining and processing operation in Minnesota, however organized, managed or controlled, shall constitute a single entity for purposes of Producer Membership in the IMA. Each entity shall be eligible to apply to become a producer member.

B. Sustaining Member: Any organization, corporation, firm or individual who supplies materials, equipment or services to the iron mining and processing industry with annual sales of at least $3 million, or whose sales to the industry are less than $3 million but who elects to pay the dues set for Sustaining Members, may apply to become a Sustaining Member.

C. Supporting Member: Any organization, corporation, firm or individual who supplies materials, equipment or services to the iron mining and processing industry with annual sales of at least $500,000 and less than $3 million, or whose sales to the industry are less than $500,000 but who elects to pay the dues set for Supporting Members, may apply to become a Supporting Member.

D. Contributing Member: Any organization, corporation, firm or individual who supplies materials, equipment or services to the iron mining and processing industry with annual sales less than $500,000 may apply to become a Contributing Member.

Members described in B, C and D above also are referred to collectively as Supplier Members throughout these by-laws.


Section 2: ELECTION

Applications for membership shall be made to the President of the Association in writing. The applicant shall become a member upon payment of dues for the first year as provided in the dues schedule established by the Executive Committee and ratified by the Board of Directors and upon the majority vote of those present at a meeting of the Board of Directors.


Section 3: RESIGNATION

A member may, at any time, file a resignation in writing with the President. This shall become effective as of the date it is filed, except that resignation will not result in reimbursement of any dues paid to date.


Section 4: EXPULSION AND REINSTATEMENT

The Board of Directors may censure, suspend or expel any member for cause after giving such member an opportunity to have a hearing. Any member suspended or expelled may be reinstated by the affirmative vote of the majority of the members of the Board of Directors.


Section 5: RESTRICTIONS

Membership rights may not be transferred, assigned or devised. No member by virtue of membership shall have any right, title or interest in or to any property of the corporation.

Article IV

Meetings

Section 1: ANNUAL MEETING

An Annual Meeting of the Association shall be held for the announcement of the results of the election of Supplier Directors, presentation of reports on the activities and financial condition of the Association and the transaction of other such business as may properly come before the meeting. The Annual Meeting shall be held in December.


Section 2: SPECIAL MEETINGS

Special meetings of the members of the Association may be called at any time by the President or Board of Directors.


Section 3: MEETING NOTICE

Written notice of each meeting of the members stating the time and place thereof shall be provided not less than thirty (30) days before the meeting to each member of the Association.

ARTICLE V

Dues

Section 1: ESTABLISHMENT OF DUES

The Board of Directors shall establish Dues. Any proposed change in dues rates shall be in writing to the membership at least 30 days before the Annual Meeting. Members admitted to membership prior to July 1 in any year shall pay dues for the full calendar year. Dues of all members joining the Association after July 1 of any year shall be one-half of the annual dues for that membership category for that year only.


Section 2: SPECIAL ASSESSMENTS

Special assessments may be levied to members upon recommendation of the Executive Committee and ratification by the Board of Directors. Proposed assessments shall be in writing to the membership at least 30 days prior to the imposition of such assessments.


Section 3: DEFAULT IN PAYMENT OF DUES

If dues are not paid within 60 days of the date on which they become due and payable, the President shall notify each member in arrears, and if said dues are not paid within 30 days thereafter, all privileges of membership may be suspended until all arrears are paid in full.

ARTICLE VI

Board of Directors


Section 1: GOVERNANCE

The government, control and management of the Association shall be vested in a Board of Directors consisting of Producer and Supplier members of the Association. The Board of Directors shall have power to do every act and thing which the interests of the Association shall require to the extent permitted by law.


Section 2: HOW CONSTITUTED

The Board of Directors shall consist of two (2) Directors appointed by each Producer Member and eleven (11) Directors elected from the Association’s Sustaining, Supporting and Contributing Members in good standing prior to the Annual Meeting.


Section 3: POWERS

All Directors have equal rights to speak and participate in debate and raise issues for Board consideration. All Directors are entitled to vote on all matters that come before the Board.


Section 4: ELECTION OF DIRECTORS

Each Producer Member shall appoint two Directors to the Board of Directors. Eleven (11) Directors shall be elected by the Supplier membership prior to the Annual Meeting from among the Sustaining, Supporting and Contributing members of the Association from a list of nominees submitted to the membership through an open nominations process. Nominations and voting for Supplier Director positions shall be conducted by ballot. Each Supplier Member shall be entitled to cast one (1) vote for each Supplier Director position representing that Supplier’s membership class up for election. Producer Members shall be entitled to cast one (1) vote for each Supplier Director position that is up for election. The results of the election shall be announced at the Annual Meeting. Of the eleven (11) Directors to be elected by the membership, four (4) shall be elected from among the Sustaining Members; three (3) shall be elected from among the Supporting Members, and four (4) shall be elected from among the Contributing Members of the Association. The election process and the list of the nominees for each position shall be communicated in writing to the membership at least one week prior to the Annual Meeting.


Section 5: TERMS

Directors representing Producer Members shall have unlimited terms and serve at the will of the appointing member. Appointing members shall take all steps to ensure that no conflicts of interest exist with the Directors so appointed. The terms for Directors representing Sustaining, Supporting and Contributing Members will be for two (2) years. Terms of Supplier Directors shall be staggered.

Supplier Directors are subject to term limits and can be elected only for two (2) consecutive terms, and then cannot run for re-election for one (1) year.


Section 6: MEETINGS

Notice of the time and place of the quarterly Board of Directors meeting and an agenda of business to be brought before the Directors shall be prepared by the President and Chairperson of the Board and provided to each member at least ten (10) days in advance of the meeting.


Section 7: QUORUM

A majority of the Directors currently holding office shall constitute a quorum for the transaction of business.


Section 8: ALTERNATES AND VOTING

No proxies will be permitted at meetings of the Board of Directors. Each Director shall designate an alternate to act in his or her absence. Such alternates shall have all powers and privileges of the Director for whom he or she is an alternate.

In general, the goal of the Board of Directors will strive to reach consensus on all issues requiring a decision. In those instances where a consensus is not achievable, the Chairperson of the Board of Directors will inquire if the Board if Directors are ready to vote on the matter at hand. A super-majority of 75 percent of the Directors present is required to pass the motion at hand.


Section 9: EXPULSION AND REINSTATEMENT

The Board reserves the right to remove any Director for conduct contrary to the objectives of the Association after giving such Director an opportunity to have a hearing. Such Director suspended or expelled may be reinstated by the affirmative vote of a majority of the Board of Directors.


Section 10: COMPENSATION

Expenses incurred by Directors for participating in the Association, including Annual Meetings, meetings of the Board of Directors or Committee meetings, shall be the responsibility of the Director. The Board of Directors may establish a policy for reimbursing actual costs incurred by Directors or members in representing the Association in public forums, conferences or meetings.

ARTICLE VII

Officers


Section 1: OFFICERS

The officers of the Association shall be a President, a Treasurer, a Chairperson of the Board and a Vice-Chairperson and such other officers as the Board deems necessary.


Section 2: ELECTION

Officers shall be elected by a vote of the members of the Board of Directors. All officers are to be elected from the membership of the Board of Directors. Elections shall be by ballot unless the majority of the members of the Board of Directors has waived the provision and agreed to a voice vote.


Section 3: TERM OF OFFICE

The term of office for officers of the Association shall be two years and shall commence upon election. All officers of the Association serve at the will of the members of the Board of Directors until their successors have been elected. The office of Chairperson shall be rotated among Producer members of the Association, and the Vice-Chairperson shall succeed the Chairperson whose term has ended.


Section 4: CHAIRPERSON

The Chairperson of the Board of Directors shall also serve as Chairperson of the Executive Committee. The Chairperson presides at all meetings of the Association and shall enforce all rules and orders of the Association. The office of Chairperson shall be rotated among the Producer members


Section 5: VICE-CHAIRPERSON

The Vice-Chairperson shall have all the powers and duties of the Chairperson during temporary absence of the Chairperson. The Directors shall have the power to elect as Chairperson one other than the Vice-Chairperson if they so choose to fill the unexpired term of a departing Chairperson.


Section 6: PRESIDENT

The President shall be the managing officer of the Association. After the selection of the President, the President and staff shall conduct their offices and all other affairs of the Association not herein otherwise assigned, pursuant to the policies, direction and control of the Executive Committee or the Board of Directors. The President or designee shall keep records of meetings and proceedings of the Association, of the Board of Directors and the Executive Committee; shall receive all money due the Association and disburse the same as authorized by the Board of Directors or the Executive Committee, but in no event shall the President make or authorize expenditures that exceed the approved budget for any one year without the permission of the Board of Directors, and shall discharge such other duties as may be assigned to the President.

The President shall be responsible for recording of the minutes of meetings of the Association, its Board of Directors and the Executive Committee and shall be responsible for custody of books and records of the Association.

In making decisions with respect to specific items or proposals, the President shall consult with the Executive Committee or the Board of Directors as time permits.


Section 7: TREASURER

The President shall serve as Treasurer of the Association and shall have custody of the Association

ARTICLE VIII

Executive Committee


Section 1: POWERS

An Executive Committee composed of the President, Chairperson of the Board, and one (1) management-level Director from each of the other Producer Members, and one (1) director from each Supplier Member category shall be formed. The Executive Committee shall have the power to act on behalf of the Board of Directors between meetings of the Board and when in the judgment of the Committee, necessity requires action. All decisions of the Executive Committee are subject to the limitations imposed by the Board of Directors and the Articles and By-Laws of the Association.


Section 2: TERMS

Terms of office for Producer Members of the Executive Committee shall be unlimited, except that members of the Executive Committee must be current members of the Board of Directors. The Executive Committee member from each Supplier category shall be a current member of the Board and will be chosen by lot after the Board elections. Supplier Executive Committee terms shall be for one (1) year.

In the event of death, resignation or disability of any Executive Committee member, a successor must be chosen within thirty (30) days of such event.


Section 3: MEETINGS

The Executive Committee shall meet upon the call of its Chairperson.


Section 4: QUORUM

A majority of members of the Executive Committee shall constitute a quorum.


Section 5: VOTING

Each Executive Committee member shall have one vote on Executive Committee matters except the President, who is a non-voting member. Proxy voting is not permitted on the Executive Committee; however, Directors may designate alternates to attend meetings in their absence by notifying the Chairperson or President of such designation in advance of such meetings. Such alternate shall have all the powers and privileges of the Director for whom he or she is an alternate. Each member of the Executive Committee is entitled to invite one guest to a meeting as determined appropriate or necessary by the Executive Committee Chairperson or President.

In general, the goal of the Executive Committee is to reach consensus on all issues requiring a decision. In those instances where a consensus is not achievable, the Chairperson will inquire if Executive Committee members are ready to vote on the matter at hand. A super-majority of 75 percent of the Directors present is required to pass the motion at hand.


Section 6: EMPLOYMENT AND EVALUATION OF PRESIDENT

The Executive Committee shall coordinate the efforts of employing the Association’s President. Whenever a vacancy occurs, the Committee may advertise, receive applications, screen, evaluate and rate the applicants and ultimately enter into an agreement for employment of the President.

The Executive Committee shall evaluate annually the performance of the President. The Chairperson, after consultation with other Committee members, shall conduct a performance appraisal with the President. Recommendations on changes in salary benefits and employment status pertaining to the President shall be reported to the Board of Directors for ratification.

ARTICLE IX

Committees


Section 1: OTHER COMMITTEES

Other committees may be created or appointed from time to time as determined by the Board of Directors. Task forces may be appointed for special purposes and limited times.


Section 2: APPOINTMENT

The Chairperson of committees initially shall be appointed by the Chairperson of the Board of Directors. Thereafter, each Committee shall develop its own succession plan.


Section 3: ALTERNATES

Members appointed to serve on a Committee may designate an alternate to attend Committee meetings. Alternates shall have all rights and privileges of the appointed members. Committee membership shall be reviewed and updated annually.


Section 4: WORK PLANS

Each committee shall develop an annual work plan that will provide the basis for its activities. Work plans also shall serve as the basis for committee reports to the Board of Directors.