ICRI Minnesota Chapter By-Laws 2026

Please find the links below for the 2017 By-Laws and the proposed 2026 changes. The links will bring you to the documents, while the description of the changes can be found below.

• Modernizes language and structure without changing the Chapter’s mission
• Clarifies governance roles and authority
• Aligns bylaws with how the Chapter actually operates today
• Reduces ambiguity and future governance risk
• Adds flexibility for electronic meetings, voting, and sponsorships

• Does not change the Chapter’s purpose or relationship with ICRI
• Does not reduce member rights
• Does not centralize power in any single role
• Does not lock in operational details

• Used “Officers and Directors” interchangeably
• Committee chairs and directors were blended into a single concept
• Board authority was implied but not consistently defined
• Board Member at Large role existed but overlapped awkwardly with “directors”

• Clearly distinguishes:
• The Board (governing body)
• Officers (executive roles on the Board)
• Chapter Directors (committee‑based elected directors)
• Board Members at Large (board members who are neither officers nor Chapter Directors)
• Governance authority is explicitly vested in the Board
• Eliminates ambiguous phrases like “Officers and Directors” for governance actions

• Prevents confusion about who can vote, remove members, amend bylaws, or establish policy
• Makes the document understandable to future board members with no institutional memory
• Reflects standard nonprofit governance practice

• Committees were appointed by the President
• Committee Chairs and Directors were effectively the same thing
• Committee structure and authority were unclear

• Establishes standing committees:
• Education
• Communications
• Membership
• Nominating
• Chapter Directors are elected to serve on committees
• Committee Chairs are selected from among committee members (informal, flexible)
• Committees operate under Board‑approved policies, not rigid bylaw prescriptions

• Codifies how the Chapter already operates
• Ensures committees have board‑level accountability
• Preserves flexibility while maintaining oversight

• Non‑discrimination clause listed specific characteristics
• Included outdated masculine‑reference language
• Life/Honorary membership referenced National dues explicitly

• Non‑discrimination updated to “characteristics protected by applicable federal or state law”
• Removes gendered‑language boilerplate
• Life/Honorary membership simplified and aligned with current practice
• Keeps voting and resignation provisions substantially the same

• Keeps the bylaws current with law and professional standards
• Avoids outdated or incomplete protected‑class lists
• Does not change eligibility or voting rights

• Required mailed notice
• Assumed in‑person meetings
• No provision for electronic voting or virtual participation

• Explicitly allows:
• Virtual meetings
• Electronic notice
• Electronic voting and written consent
• Defines standards for identity verification, recordkeeping, and integrity
• Preserves quorum and voting thresholds

• Reflects how the Chapter actually meets and votes today
• Reduces procedural risk
• Ensures decisions remain valid under modern practices

• No sponsorship provisions

• Adds a new Sponsorship article
• Authorizes sponsorship programs
• Leaves levels, benefits, and fees to Board policy
• Includes no‑endorsement and no‑refund provisions

• Supports current and future funding practices
• Avoids hard‑coding marketing details into bylaws
• Protects nonprofit and ICRI compliance

• Executive Committee could act for the Board between meetings
• No explicit limits on authority

• Retains Executive Committee
• Adds guardrails:
• Subject to Board ratification
• Cannot amend bylaws or remove board members

• Preserves agility without undermining Board authority
• Reflects best practice for volunteer boards

• Petition form to apply for charter (no longer relevant)
• Obsolete transitional director‑term language
• Redundant or contradictory phrasing
• Gendered language
• Ambiguous references to “directors”