By-Laws of Spicer Commercial Club


A non-profit corporation organized under the Laws of the State of Minnesota. (Incorporated July 2, 1959)


Section 1   The registered office of the corporation shall be in the City of Spicer, Kandiyohi County, Minnesota.



Membership Meetings

Section 1   All meetings of the members shall be held at the meeting place designated from time to time in the City of Spicer, Kandiyohi County, Minnesota.


Section 2   The annual meeting of the members shall be held on the second Tuesday in September of each year; or if that date shall fall upon a holiday, on the next succeeding business day.  At such annual meeting the members shall elect by majority vote a Board of Directors and shall transact such other business as may properly be brought before the meeting.


Notice of Meeting


Section 3   Written notice of annual meeting shall be mailed to each member at least five days prior to each meeting to each member entitled to vote thereat at the last known address as the same appears on the books of the corporation.


Section 4   Regular Monthly meetings:  The regular monthly meetings shall be held each month.  The Administrative Assistant shall give notice of regular meeting to each member by newspaper and email (if possible) as the same appears on the membership roster.


Section 5   Special meetings of members may be called by the president at any time or by a petition of 50% of the members.




Section 1   Election of Directors:  The property and business of the corporation shall be managed by a board of directors, which shall be between five and seven (5 - 7) in number.  Directors shall be member of the corporation.  They shall be elected at the annual meeting of the members, by a majority vote, and each director shall be elected to serve for one year or until his successor shall be elected and qualified. An even number of directors at any meeting may negate the voting rights of the Post President.


Section 2.  Annual meetings:  The regular annual meetings of the Board shall be held without notice at the time and immediately following the adjournment of the annual meeting of the members, for the purpose of election of officers for the ensuing year and to transact such other business as may properly come before it.




Power of Directors


Section 1   Issuance of Certificates of Membership:  The Board of Directors are authorized and directed to issue certificates of membership of the corporation to all who have complied with Articles of Incorporation and who also complied with any requirements which may from time to time be established by the members.


Section 2   Certificate is Transferable:  Certificates of membership shall be transferable, and the Board of Directors shall recognize as member any person who holds a Certificate of Membership issued by the Board of Directors when written notice is given by prior owner.


Section 3   Other Powers:  In addition to the powers and authorities conferred upon them by these By-laws, the Board of Directors shall have the power to do all acts necessary and expedient to the conduct of the business of this corporation, that are not conferred upon the members by these By-laws, or by the Articles of Incorporation, or by any statue.






Sections 1   At the first meeting of the Board of Directors, after each annual meeting of members, the president, a vice-president, a secretary and a treasurer shall be chosen.  The president and vice-president shall be members of the Board.  Any two offices except those of president and vice-president may be held by the same person.  Each office shall assume responsibilities on October 1 of the elected year.


Section 2   Other Officers:  The board may appoint such other officers and agents as it shall deem necessary, from time to time, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.


Section 3   Salaries:  The President and Treasurer of the corporation shall serve for an amount of 2% and 1% respectively of membership fee receipts as of the September 30 ending the term in office.


Section 4   President: 

A.                The president shall be the chief executive officer of the corporation; (s)he shall preside at all meetings of the members and directors; (s)he shall have general active management of the business of the corporation, and shall see that all orders and resolutions of the Board are carried into effect.

B.                 (S)He shall execute all bonds, mortgages and other contracts.

C.                (S)He shall be ex-officio a member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the Office of president of a corporation.




Section 5    Vice-President\President Elect   The vice-president shall, in the absence or disability of the president, perform the duties and exercise the power of the President, and shall perform such other duties as the Board of Directors may prescribe.


Section 6    Secretary    The secretary shall attend all sessions of the Board of Directors and review the minutes established by the Administrative Assistant prior to distribution to absent members.  (S)He shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, or president, under whose supervision he shall be.  (S)He shall be sworn to the faithful discharge of his duty. 


Section 7   Treasurer   He shall have full custody of the corporate fund and shall keep full and accurate accounts and receipts of disbursements in books belonging to the corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors.  He shall disburse the funds of the corporation as may be ordered by the Board taking proper vouchers for such disbursements and shall render to the members at the regular meetings of the members or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.


Section 8   Administrative Assistant   The Administrative Assistant shall attend all sessions of the Board of Directors and all meetings of the members and record all votes and the minutes of the proceedings in a book kept for that purpose;   (s)he shall perform like duties for the standing committees when required. (S)He shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, or president, under whose supervision he shall be.  (S)He shall be sworn to the faithful discharge of his duty.  (S)He shall keep in safe custody of the club checkbook, receipts and deposits.


Section 9   Vacancies   If the office of any director or officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal of office or otherwise, the directors then in office, though less than a quorum by a majority vote may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancies occurred.




Certificates of Membership


Section 1.  The certificates of membership of this corporation shall be fully printed and shall be registered in the books of the corporation as they are issued, and they shall be valid for a period of one year after issuance.  They shall exhibit the holder’s name and shall be signed by the President, Vice-president or Secretary upon payment of each year’s annual dues, new certificates of membership shall be issued.


Section 2.  Lost Certificates:  Any member claiming a certificate of membership to be lost or destroyed shall make an affidavit of affirmation of that fact in the form as the Board of Directors may require, whereupon a new certificate may be issued of the same tenor as the one alleged to have been lost or destroyed.










Section 1   Inspection of Books:  Members shall be permitted to inspect the books of the corporation at all reasonable times.


Section 2   Checks:  All checks or demands for money and notes of the corporation shall be signed by the Treasurer or by such other officers or agents as may from time to time be designated by resolution of the Board of Directors.  All checks shall be deposited within 5 business days of receipt.


Section 3   The fiscal year shall begin the First day of September in each year.


Section 4   Directors Annual Statement:  The Board of Directors shall, at each annual meeting, present a full and clear statement of the business and condition of the corporation.


Section 5   Amendments to By-laws.  These By-laws may be amended or altered by the vote of a majority of the whole board of directors at any given meeting, provided that notice of such proposed amendments shall have been given in the notice given to the directors at each meeting.  Such authority in the Board of Directors is subject to the powers of the members to change or repeal such By-laws by a majority vote of the members present and represented by the annual meeting or at any special meeting called for that purpose, and the Board of Directors shall not make or alter any By-laws fixing their number, qualification or term of office.






Section 1   The Board of Directors shall set the amount of the annual dues according to the number of employees.

Individual/Sole Proprietor:                        $50.00

2 – 4 Employees                        $100.00

5 – 10 Employees                        $150.00

10 – 20 Employees                        $200.00

Greater than 20 Employees                        $300.00


Section 2   If a member fails to pay dues when payable or fails to make arrangements for the payment of the same satisfactory to the Board of Directors, the certificate of membership shall be cancelled and (s)he shall be denied any further privilege of the corporation until (s)he shall have been reinstated as a member in good standing.