MINNESOTA INDEPENDENT SCHOLARS FORUM BYLAWS
As amended at the annual meeting of the membership on September 26, 2020
ARTICLE I: NAME
The name of this organization shall be the Minnesota Independent Scholars' Forum.
ARTICLE II: PURPOSE
Section 1: The Minnesota Independent Scholars' Forum is a non-profit organization formed to
encourage and promote independent scholarship both outside and within formal institutions of
higher education. To accomplish its purpose, the Forum supports research, writing, and
publication of independent scholars; fosters scholarly discussion; educates the public about the
role and value of independent scholars and their scholarship; and engages in other educational
and charitable services to meet its goals.
ARTICLE III: ACTIVITIES AND SERVICES
Section 1: The Minnesota Independent Scholars' Forum encourages individual and collegial
activities by actions including but not limited to the following:
solicit funds and accept gifts and contributions, shall put to productive use all such funds and
property which it may own at any time, and use and distribute its income and property
exclusively for charitable and educational purposes.
ARTICLE IV: MEMBERSHIP
Section 1: The organization is open to any dues-paying individual who endorses the purposes of the
Minnesota Independent Scholars' Forum.
Section 2: Categories of membership shall be:
1. Regular members; consisting of any individuals who endorse the purpose of the
Minnesota Independent Scholars' Forum and pay the regular dues;
2. Household members, consisting of any individuals who endorse the purpose of
the Minnesota Independent Scholars Forum and who reside in a household which pays
household membership dues;
3. Sustaining members and donors, consisting of individuals who endorse the purpose of the Minnesota
Independent Scholars’ Forum and who make a contribution beyond the regular dues according to the
schedule established by the Board of Directors;
4. Institutional members, consisting of public agencies, businesses, and other organizations which agree
with the purpose of the Minnesota Independent Scholars Forum and which pay dues according to the
schedule established by the Board of Directors;
5. Special members, consisting of individuals who have been awarded memberships by the Board
of Directors.
Section 3: The Board of Directors shall determine the dues schedule for the categories of
membership.
ARTICLE V: BOARD OF DIRECTORS
Section I: The Board of Directors shall serve as the governing body of the Minnesota
Independent Scholars' Forum and shall exercise all powers of the organization.
Section 2: The Board of Directors shall consist of a President and a Board with twelve (12) members,
preferred, to six (6) members, minimum, elected by and from the full membership of the organization.
Board members shall be elected for three-year terms, beginning July 1st of the election year. Nomination to
the Board shall be made by the Nominating Committee and may also be made from the floor.
Section 3: The Board of Directors shall meet at least six (6) times a year. A quorum of a majority of
voting members shall be necessary for the Board of Directors to transact business.
Section 4: The President, Vice-President, Secretary, and Treasurer shall serve as the Executive
Committee of the organization. The Board of Directors is empowered to act on behalf of the
organization between meetings to insure its regular and proper functioning. Any action taken shall be
reported to the full membership at its next meeting.
Section 5: The Board of Directors shall serve as the budget, planning, and personnel committee for the
organization.
Section 6: A member of the Board of Directors may be removed for cause by a majority of those voting
at a special or regular meeting of the organization. The purpose, place, and time of such meeting shall
be announced to the full membership at least two (2) weeks in advance.
Section 7: The Board of Directors shall determine the procedures for elections and will make
these known to the full membership at least two (2) weeks in advance of elections.
Section 8: Midterm vacancies in the Board of Directors shall be filled by appointment of the Board
from current MISF membership by a majority vote of the Board. Successors so chosen shall hold
office for the duration of the term in which the vacancy occurred.
ARTICLE VI: OFFICERS
Section 1: President. The Minnesota Independent Scholars’ Forum shall elect the President at its
annual business meeting from the full membership of the organization. The President’s term shall
be for two (2) years beginning July 1st, and shall be limited to two (2) consecutive two-year terms.
Nominations shall be made by the Nominating Committee and also may be made from the floor at
the annual meeting. In the event that no nominations for President are made (or accepted) at the
annual meeting, the current President may serve an additional term, notwithstanding the
aforementioned limit of two (2) consecutive two-year terms.
Section 1-A: Other Officers. At the first meeting of the Board following the annual meeting, the
Board shall elect from its membership a Vice-President, Secretary, and Treasurer, each for a one (1)
year term, with the number of terms unrestricted, and only subject to the membership on the Board
itself.
Section 2: The President shall provide leadership for the Minnesota Independent Scholars Forum,
convene the Board of Directors, preside at all meetings of the organization, and perform such other
duties as may be designated by the Board or by the membership at a regular meeting of the
organization. The President shall also serve as chair of the Board of Directors. The President is
empowered to appoint from the Board of Directors, with the approval of the Board of Directors,
committee chairs and the editor of the newsletter.
Section 3: The Vice-President shall perform such duties as the Board of Directors or the
organization may designate; and, in the event of absence or resignation of the President, shall
perform the duties of the President.
Section 4: The Secretary shall be responsible for keeping minutes, records, and copies of all reports,
correspondence, and other communications of the organization; and for the proper and timely
announcement of all meetings of the organization and of the Board of Directors. The Treasurer shall
be responsible for disbursing monies of the organization at the direction of the Board of Directors;
and for keeping the financial accounts and records of the organization. The Treasurer shall make
regular written financial reports to the membership as necessary, and shall make such other reports
as are required by law.
Section 5: Midterm vacancies of the Officers shall be filled by appointment by the Board from its
members by a majority vote of the Board. Successors so chosen shall hold office for the duration of
the term in which the vacancy occurred.
ARTICLE VII: COMMITTEES
Section 1: The Board of Directors shall appoint a Nominating Committee consisting of no
fewer than four (4) members of the organization. A majority of the members of the Nominating
Committee shall be members of the organization who are not members of the Board of Directors.
The Nominating Committee shall make recommendations for officers and Directors of the Board.
Section 2: The Board of Directors may establish, or dissolve temporary committees as may be
deemed necessary or desirable.
Section 3: An Advisory Council of no more than six (6) individuals may be appointed by the
President with the approval of the Board of Directors. The Council will serve a two-year term
concurrent with the President's term of office. Council members should be members of the
Minnesota Independent Scholars Forum, other than officers and directors. They have no vote at the
Board of Directors meetings, but may be invited to attend as an advisor and observer.
ARTICLE VIII: MEETINGS
Section 1: The Minnesota Independent Scholars’ Forum shall hold an annual meeting in the second
quarter of each year. The date, time, and place of the meeting shall be set by the Board of Directors,
and notice shall be given at least two weeks in advance of the meeting.
A quorum at the annual meeting shall consist of twenty percent (20%) of the members in good
standing.
The first order of business shall be the presentation of annual reports by officers and by committee
chairs as requested by the Board of Directors.
The second order of business shall be the election of officers and other members of the Board of
Directors. Other business shall follow as necessary or appropriate. Newly elected Board members
shall assume office on the first day of the following year.
Section 2: Regular and special meetings of the organization shall be determined by the Board of
Directors, and announcements of location, date, and time of the meetings shall be made at least two
(2) weeks in advance.
Section 3: The Board shall meet at the call of the President, or at the request of a majority of the
Board of Directors, or at the request of the majority of the membership.
Section 4: All meetings of the Minnesota Independent Scholars’ Forum shall be conducted in
accordance with Robert’s Rules of Order.
Section 5: All meetings of the organization shall be open to those wishing to attend.
ARTICLE IX: NONPROFIT STATUS
Section 1: No substantial part of the activities of the Minnesota Independent Scholars’ Forum shall
be to carry on propaganda, influence legislation, or participate or intervene in any political
campaign. The Minnesota Independent Scholars’ Forum shall not carry on any activities not
permitted to be carried on by (a) any organization exempt from federal income tax under Section
501 (c) (3) of the IRS Code of 1954, or by (b) any organization, contributions to which are
deductible under Section 170 (c) (2) of the IRS Code of 1954.
ARTICLE X: AMENDMENTS
Section 1: These By-laws and any subsequent amendments may be amended by a two-thirds (2/3)
vote of the members attending the annual or special meeting called for that purpose. Proposed
amendments shall be submitted in writing to each member of the Minnesota Independent Scholars’
Forum at least four (4) weeks prior to a vote upon them by the membership.
ARTICLE XI: FISCAL YEAR
Section 1: The fiscal year of the Minnesota Independent Scholars’ Forum shall be from January 1 to
December 31.
ARTICLE XII: DISSOLUTION
Section 1: Upon dissolution of the Minnesota Independent Scholars’ Forum, its assets, after
payment of all debts and liabilities of the organization, shall be distributed by action of the Board of
Directors to other qualified educational, nonprofit organizations. Any such assets not so disposed of
shall be disposed of by the District Court of the county in which the principal office of the
organization is then located, exclusively for such purpose of such organization or organizations as
such Court shall determine are organized and operated exclusively for such purposes.
Section 2: No distribution of such assets shall inure to the benefit of members, officers, or other
private persons except as reasonable compensation for goods or services rendered