Bylaws of Land of Lakes bird alliance

1.1 Name. The name of the corporation is Land of Lakes Bird Alliance (“LLBA” or the “corporation”).
1.2 Offices. The principal office of the corporation is Enestvedt & Christensen, LLP. 200 West Hwy 13, Suite 200, Burnsville, MN 55337 The corporation may have offices, within or outside Minnesota, as the Board of Directors may from time to time designate.
2.1 Purposes. The corporation is organized and operated exclusively for the charitable, educational, and scientific purposes stated in its Articles of Incorporation, within the meaning of Section 501(c)(3) of the Internal Revenue Code, including advocacy for birds, their habitats, and the conservation of natural resources.
3.1 No Voting Members. The corporation has no members with voting rights within the meaning of Minnesota Statutes chapter 317A. Any reference in these Bylaws or in corporate materials to “members” describes supporters, donors, or program participants, none of whom has any right to vote for directors or on other corporate matters. All rights that would otherwise vest in members are vested in the Board of Directors.
4.1 General Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors.
4.2 Number and Qualifications. The Board shall consist of at least five (5) directors. The Board shall fix the number of directors from time to time.
4.3 Election and Term. Directors are elected by the Board at its annual meeting. Each director serves a three-year term and until a successor is elected and qualified, or until the director’s earlier death, resignation, removal, or disqualification. Terms shall be staggered so that, as nearly as practicable, an equal number expire each year.
4.4 Term Limits. A director may serve up to three consecutive three-year terms. After a one-year break in service, a former director is again eligible for election. Service for a partial term to fill a vacancy does not count toward this limit.
4.5 Removal. A director may be removed at any time, with or without cause, by a majority of the other directors. Removal is effective when written notice is delivered to the removed director.
4.6 Resignation. A director may resign at any time by giving written notice to the President, Vice President, or Secretary. The resignation is effective on receipt unless it specifies a later date.
4.7 Vacancies. Vacancies on the Board, including those created by an increase in the number of directors, may be filled by a majority of the remaining directors, even if less than a quorum. A director elected to fill a vacancy serves for the remainder of the unexpired term and until a successor is elected and qualified.
4.8 Annual and Regular Meetings. The Board shall hold an annual meeting to elect directors and officers and to transact other business. The Board may set a schedule of regular meetings. Meetings may be held at any place the Board designates or by remote communication under Section 4.12. Absent a designation, meetings shall be held at the principal office of the corporation.
4.9 Special Meetings. The President or any director may call a special meeting of the Board.
4.10 Notice and Waiver. Notice of the date, time, and place of a meeting shall be given at least twenty-four (24) hours in advance by oral notice, or at least two (2) days in advance by written notice, which may be delivered by mail or by authenticated electronic communication. Notice need not state the purpose of the meeting unless required by law or these Bylaws. No notice is required for meetings held on a schedule the Board has adopted or announced at a prior meeting. A director may waive notice before, at, or after a meeting, in writing or by attending, except a director who attends solely to object at the outset that the meeting is not lawfully called or convened and who does not thereafter participate.
4.11 Quorum and Voting. A quorum is not less than one-third of the directors currently holding office, but in no event fewer than three (3). In the absence of a quorum, a majority of directors present may adjourn the meeting until a quorum is present. If a quorum is present when a meeting is convened, the directors may continue to transact business despite the withdrawal of directors. The act of a majority of directors present at a meeting at which a quorum is present is the act of the Board, unless a greater vote is required by law, the Articles of Incorporation, or these Bylaws.
4.12 Remote Participation. A director, or a member of a committee, may participate in a meeting by any means of communication through which all participants may simultaneously hear one another, if the same notice is given as for any meeting and enough persons participate to constitute a quorum. Participation by these means constitutes presence in person at the meeting.
4.13 Action Without a Meeting. Any action required or permitted to be taken at a Board meeting may be taken by written action signed by all of the directors. The written action shall be filed with the records of the corporation.
4.14 Compensation. Directors shall receive no compensation for their service as directors but may be reimbursed for reasonable expenses as the Board determines. Nothing in this Section precludes a director from serving the corporation in another capacity and receiving reasonable compensation for that service, subject to Article VII.
5.1 Officers. The officers of the corporation are a President, a Secretary, and a Treasurer. The Board may also appoint a Vice President and such other officers or agents as it deems necessary. One person may hold more than one office, except that, if a Vice President is appointed, the offices of President and Vice President may not be held by the same person. Officers need not be directors.
5.2 Election, Term, and Removal. The Board elects the officers at each annual meeting. Each officer serves until a successor is elected and qualified, or until the officer’s earlier death, resignation, removal, or disqualification. The Board may remove an officer, with or without cause, by the affirmative vote of a majority of directors present at a duly held meeting, without prejudice to any contract rights of the officer.
5.3 Resignation and Vacancies. An officer may resign at any time by giving written notice to the corporation, effective on receipt unless a later date is specified. The Board shall fill a vacancy in any office for the unexpired portion of the term.
5.4 President. The President is the chief executive officer and has general active management of the affairs of the corporation. The President shall see that all orders and resolutions of the Board are carried into effect; may sign and deliver instruments in the name of the corporation, except where the authority to do so is delegated to another officer or agent or is reserved by law to another person; shall maintain records of and certify proceedings of the Board; and shall perform such other duties as the Board may prescribe.
5.5 Vice President. If the Board appoints a Vice President, the Vice President assists the President as requested and, in the event of the President’s absence or inability to act, performs the duties of the President when so designated by the Board. The Vice President shall perform such other duties as the Board may prescribe.
5.6 Secretary. The Secretary shall attend and record the proceedings of meetings of the Board, maintain and, when necessary, certify those records, give required notices of meetings, and perform such other duties as the Board or the President may prescribe.
5.7 Treasurer. The Treasurer shall oversee the maintenance of accurate financial records and accounts; ensure that funds are deposited and disbursed as the Board directs; report on the finances of the corporation to the President and the Board at least quarterly and whenever requested; coordinate preparation of the annual budget for Board adoption; oversee any bookkeeper or financial contractor engaged by the corporation; ensure timely completion and filing of required tax and charitable-registration documents with the Minnesota Attorney General, the Minnesota Secretary of State, and the Internal Revenue Service; and perform such other duties as the Board may prescribe.
5.8 Delegation. Unless the Board provides otherwise, an officer may delegate in writing some or all of the duties and powers of the office to another person.
6.1 Committees of the Board. The Board may establish one or more committees. A committee that exercises the authority of the Board shall consist of one or more directors and remains subject to the direction of the Board.
6.2 Advisory Committees. The Board may establish advisory committees, which may include persons who are not directors and which do not exercise the authority of the Board. Each committee, subcommittee, and project shall include at least one director. If a committee has no participating director, the Board shall have ninety (90) days either to appoint one or to suspend the committee’s activities until the requirement is met.
6.3 Procedures. Each committee serves at the pleasure of the Board and reports to it. The Board may prescribe the purpose, membership, and procedures of each committee.
7.1 Indemnification. The corporation shall indemnify its directors, officers, and other persons to the extent required or permitted by Minnesota Statutes section 317A.521, as now enacted or hereafter amended. The corporation may purchase and maintain insurance on behalf of those persons against liabilities asserted against them in those capacities.
7.2 Conflicts of Interest. The corporation shall not enter into a transaction with a director, or with an organization in which a director is a director, officer, or legal representative or has a material financial interest, except in accordance with Minnesota Statutes section 317A.255, as now enacted or hereafter amended. A director having a conflict shall disclose the material facts of the interest, shall not participate in the debate or vote on the matter except to respond to questions, and shall be counted toward a quorum but not toward the vote required to approve the transaction. Each director shall disclose known conflicts of interest annually and as they arise.
7.3 Standard of Conduct. Each director shall discharge the duties of a director, and each officer the duties of an office, in good faith, in a manner the director or officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, consistent with Minnesota Statutes sections 317A.251 and 317A.361.
8.1 Records. The corporation shall keep at its principal office correct and complete records of the proceedings of the Board and its committees; its Articles of Incorporation and Bylaws and all amendments; and such financial and other records as are necessary and appropriate to the conduct of its activities.
8.2 Audit or Review. The Board shall cause the financial records and books of account of the corporation to be audited or reviewed at such times as it deems necessary or appropriate.
8.3 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board.
9.1 Amendments. The Board of Directors may amend or repeal these Bylaws, and adopt new Bylaws, as permitted by law, by the affirmative vote of a majority of directors present at a meeting at which a quorum is present, provided that the notice of the meeting states that amendment of the Bylaws will be considered.
9.2 Board Policies. The Board of Directors may adopt, amend, or repeal written policies for the governance and operation of the corporation by the affirmative vote of a majority of directors present at a meeting at which a quorum is present. Board policies supplement these Bylaws and must be consistent with these Bylaws, the Articles of Incorporation, and applicable law. In the event of a conflict, the Articles of Incorporation and these Bylaws control.
The undersigned Secretary of Land of Lakes Bird Alliance certifies that the foregoing Restated Bylaws were adopted by the Board of Directors of the corporation on Oct. 26, 2026.

Policies of Land of Lakes Bird Alliance

I. Standing committees: The following standing committees are authorized:
1) Conservation and Advocacy
2) Outreach and Education
3) Migration Partners
4) Equity, Diversity, Inclusion, and Belonging +
II. Committees: The Land of Lakes Bird Alliance may establish committees to do specific work outside of the Board’s meetings. Examples of these would be the Red-headed Woodpecker Recovery, Roberts Bird Sanctuary, Minneapolis 2040 plan, etc. These committees may have non-board members on them.
A. Each committee, subcommittee, and project must have as a member at least one director from the Board. In the instance of a committee with no participating director, the Board of Directors shall have 90 days to 1) fill this requirement or 2) suspend all activities of the committee until the requirement is met.
I. Financial Accounts
A. The Board of Directors shall designate the financial institutions that are to be the depositories for the various funds of LLBA.
B. Accounts maintained by LLBA shall be managed by the treasurer who, along with the president and any person authorized by the board, shall be the authorized signers on those accounts.
C. To ensure appropriate oversight, the finance chair or President will review the monthly financial statements, statements from the financial institutions and the general journal.
II. Insurance and Bonds. LLBA shall at all times carry insurance of such classifications and in such amounts as are required to protect its interests. The Treasurer may recommend to the Board of Directors such insurance coverage as is necessary to accomplish the above.
III. Accounting Records. LLBA shall keep its financial records in accordance with generally accepted practices for corporate financial records and in accordance with the requirements of any Governmental authority having jurisdiction.
IV. Travel Expenses
A. Expenses connected with travel to and from, and attendance at meetings outside the Twin Cities metropolitan area by authorized delegates or representatives of LLBA may be reimbursed, in whole or in part, when such reimbursement is authorized by the Board.
B. Board authorization of reimbursement shall be obtained prior to travel.
C. Such reimbursement may include expenses for transportation, lodging, food, registration fees and necessary incidentals.
V. Non-travel Expenses. Individuals may incur expenses on behalf of the organization which are paid from personal resources. In those cases, and with appropriate evidence of those expenses, the treasurer will reimburse the individual for those expenses. In the event the treasurer has such expenses, the president will review and approve those reimbursements prior to payment being made.
VI. Contributions. A member of the board designated by the president shall send a thank you letter acknowledging the gift within thirty days of receipt and that letter will have the appropriate IRS language confirming that no goods or services were received in exchange for the gift on the letter.
VII. Recordkeeping
A. When LLBA receives funds and deposits them into its bank account, whomever shall make those deposits will insure that the name, address and any other contact information of the person or organization providing those funds is recorded so that it can be entered into its accounting system.
B. When LLBA pays invoices or expenses, whomever shall issue the payment will insure that the name, address and any other contact information of the person or organization receiving those funds is recorded so that it can be entered into its acfrecounting system.
C. Should LLBA contract for services from any non-corporate entity in excess of $2,000, prior to payment it shall require that a valid IRS W-9 form be completed so that it has the necessary information to issue an IRS 1099 form at the end of the year.
VIII. Gifts of Stock. When LLBA receives a gift of stock, it will upon notification of such gift, instruct the institution holding the stock to sell it immediately.
I. General
A. It is the policy of the Board of Directors that Land of Lakes Bird Alliance (LLBA) sponsored field trips shall be planned to be self-supporting.
B. Board or standing committee approval is required for LLBA trip sponsorship.
C. Land of Lakes Bird Alliance (LLBA) trip sponsorship allows the use of LLBA signs and the LLBA website for publicity, but does not include financial support unless authorized by the Board of Directors. LLBA does not assume liability for injuries sustained on an LLBA sponsored trip.
II. Bus and Van Trips
A. On trips where a fee is charged, the leader and any volunteer drivers will not be charged for that part of the fee which covers transportation and lodging.
B. After trips where a fee is charged, the leader will provide a written financial report to the Board.
C. Any and all rebates of whatever kind (such as for complimentary rooms, etc.) shall be credited against expenses.
D. Any funds in excess of actual trip expenses for each trip shall be returned to the Treasurer unless their disposition is identified to participants before the trip.
E. Any cancellation of reservation less than one (1) week before the date scheduled for the start of the trip will result in a loss of any refund, unless the space left vacant can be filled.
I. Land of Lakes Bird Alliance shall commit to advancing equity, diversity and inclusion across race, gender, age, religion, identity, ability and experience in our programs, activities and outreach. Land of Lakes Bird Alliance recognizes and shall work to remediate the impacts of racism, white privilege and systemic inequities on our community, including socioeconomic injustice linked to environmental degradation.
I. Board members shall consult with either 1) the Board or 2) the Communications subcommittee chair and the President or Vice President prior to communicating or taking any action on behalf of the Land of Lakes Bird Alliance, including but not limited to written correspondence and other communications with private institutions, individuals, as well as public servants, journalists, and members of the public that may affect our ability to expand and retain membership, expand or retain donor base, or takes a public position on an issue.
Purpose and scope. This policy applies to directors, officers, committee and subcommittee members, volunteers, and members when they post content that references the Land of Lakes Bird Alliance (LLBA), its people, its activities, or its positions. It works together with Policy No. 5 (Public Statements & Positions) and the standard of conduct in the Bylaws. The goal is to let everyone take part online while protecting LLBA’s mission, reputation, and tax-exempt status.
1. Speak for yourself unless authorized. Only the President, or a representative the President designates, may post or respond on social media on behalf of LLBA. Consistent with Policy No. 5, consult the Board, or the President or Vice President, before posting or acting on behalf of LLBA. If you identify your affiliation in a personal post, make clear that your views are your own.
2. Keep confidential things confidential. Do not disclose board deliberations, donor or member information, personnel or volunteer matters, or anything shared with you in confidence.
3. Be accurate and respectful. Share factual information, correct mistakes promptly, and stay civil even in disagreement. Do not post content that is defamatory, harassing, discriminatory, or obscene. Conduct online should reflect LLBA’s commitment to equity, diversity, inclusion, and belonging under Policy No. 4.
4. Protect our tax-exempt status. LLBA does not support or oppose candidates for public office. Do not post partisan political content in a way that suggests it comes from LLBA.
5. Respect copyright and privacy. Post only images and content you have the right to use, and get consent before sharing photos of identifiable people.
6. Avoid conflicts and self-dealing. Do not use LLBA’s social media presence to promote a personal business or financial interest, consistent with the conflict-of-interest provisions in the Bylaws.
7. Use good judgment. If a post could reasonably harm LLBA or its relationships, do not post it. When in doubt, ask the President or the President’s designated representative first.
Enforcement. Violations may result in removal of the content and a reminder of this policy, and, for directors and officers, may be reviewed under the standard of conduct in the Bylaws. The Board may take further action as it deems appropriate.