Bylaws for the Minnesota Invasive Species Advisory Council
Date approved: April 13, 2022
Date next review/revision is due: May 23, 2025
Name
The name of the group shall be the Minnesota Invasive Species Advisory Council (MISAC; hereafter, the Council or MISAC).
Vision Statement
In Minnesota, the introduction and establishment of new terrestrial and aquatic invasive species are prevented, existing populations of invasive species are contained, and the negative impacts of any existing populations of invasive species are minimized.
Mission Statement
To provide leadership to prevent the introduction and spread of aquatic and terrestrial invasive species and reduce their harmful impacts on Minnesota landscapes, economies, and the people of Minnesota by promoting invasive species awareness, prevention, and management through research, education and regulation in cooperation with local, state, tribal, and federal partners.
Guiding Principles
The Council supports invasive species prevention and management efforts that are proactive, sciencebased, stakeholder-sensitive and coordinated, have a statewide focus, and are adequately staffed and funded to achieve meaningful and measurable outcomes based on the following core principles:
• Coordinated Cooperative Partnerships
• Prevention First & Foremost
• Early Detection & Rapid Response
• Prioritized Management Strategies
• Defined Measurable Outcomes
• Critical Review & Adaptation
Purpose
The purpose of the Council is to provide communication, coordination, and integration among its member organizations to help develop and implement the Minnesota Statewide Invasive Species Management Plan by:
• Promoting communication and cooperation among the various organizations involved in invasive species prevention and management including ongoing discussions about the effectiveness of existing invasive species prevention and management efforts.
• Coordinating outreach on invasive species issues (such as the MISAC calendar).
• Supporting statewide and multi-state education events and conferences related to invasive species issues.
• Co-sponsoring and supporting the biennial Upper Midwest Invasive Species Conference in partnership with the Midwest Invasive Species Network and the Invasive Plant Association of Wisconsin.
• Supporting training events and field visits related to invasive species.
• Recognizing outstanding and noteworthy work related to invasive species prevention, research, and management and encouraging such work through selecting recipients of the Carol Mortensen Award.
• Maintaining the MISAC website mninvasives.org to help the public report sightings and locate invasive species resources.
• Advocating for invasive species research and effective management of the invasive species and pathways deemed to pose the greatest risk to the State of Minnesota.
• Reviewing the Minnesota Statewide Invasive Species Management Plan at least once every four years and making recommendations for changes to the plan as appropriate to ensure the plan is up to date and likely to achieve the desired outcomes.
• Working on other projects related to invasive species issues that the Council deems appropriate.
These functions support, but do not supersede, the goals and responsibilities of individual member organizations.
Leadership
The Council was formed in response to Presidential Executive Order 13112 in 2002. The Council is not a federal or state mandated organization and receives no direct funding from federal sources, the State of Minnesota or other organizations. As such, leaders and representatives receive no direct compensation and there are no membership dues.
The Council leadership includes a Chair, Co-chair, and Past Chair, herein referred to as the Leadership Team. The Council will elect a new Co-chair annually for a three-year term. The Co-chair serves the first year as Co-chair, then becomes the Chair during the second year and finally serves as the Past Chair during the third year. All members of the Council are eligible to serve. The Co-chair shall perform duties as requested from the Chair and membership, including presiding at meetings in the Chair's absence.
The Chair is responsible for setting the agenda for each quarterly meeting and managing the quarterly meetings. The Chair coordinates with the committees responsible for developing outreach materials and is also responsible for representing the Council on organizing committees for MISAC-endorsed events or may delegate this responsibility to another Council member as appropriate or needed. The Co-chair is responsible for arranging the time and location for quarterly meetings (in-person, hybrid, or on line), taking meeting minutes (including attendance), distributing minutes, and correcting minutes as needed. The Chair also serves on the Upper Midwest Invasive Species Conference Executive Committee, which develops and plans this bi-annual event. The Past Chair assists in continuity in the transition of leadership and in creating a welcome meeting environment.
The Leadership Team may solicit volunteers to lead committee efforts (see below) or elect or appoint agents, as it deems necessary for the operation and management of the Council.
Any member of the Leadership Team may resign at any time by giving written notice to the Council. The resignation will be effective as specified in the notice. Leadership Team members may be removed at any time, with or without cause, by a resolution approved by an affirmative vote of the majority of members during a Council meeting. A Leadership Team vacancy because of death, resignation, removal, disqualification or other cause shall be filled for the unexpired portion of the term through an affirmative vote by a majority of Council membership.
Membership
The Council welcomes representation from about 40 organizations including the Minnesota Department of Agriculture, Minnesota Department of Natural Resources, Minnesota Board of Water and Soil Resources, Minnesota Pollution Control Agency, Minnesota Department of Health, the USDA Animal and Plant Health Inspection Service, the University of Minnesota, county agricultural inspectors, the nursery and landscape industry, master gardeners, local, state, tribal and federal agencies, conservation and environmental groups, and other interested entities and individuals (see
https://www.mninvasives.org/people-and-partners). New members will be invited to join the Council by the Council leadership based on recommendations from membership or self-nominations. New members will be allowed to join by the affirmative vote by the majority of its members.
Council members shall serve as long as their representative organizations deem appropriate. Participation by Minnesota-based organizations is voluntary. Once approved by the Council, it is the responsibility of the individual members to make sure their agency or organization is represented. Council leadership may contact entities to promote appropriate representation. Vacancies are strongly encouraged to be filled by the agency or organization being represented. There will be an annual review of membership by the leadership team to determine active membership. Members are expected to be positive ambassadors for the Council and the organization they represent. They are expected to attend at least one Council meeting during each calendar year either in person or remotely to maintain their membership.
The Council will conduct efforts aligned with its mission and purposes. It will maintain its independence as it furthers its invasive species management mission and will not be beholden to any other than its volunteer leadership base.
Any person made a party or threatened to be made a party to a proceeding (a lawsuit or other legal action heard and determined by a court, an Administrative Agency, or other judicial authority) by reason of their former or present "official capacity'' as defined in Minnesota Statute 317 A.521, or as amended, shall be indemnified and entitled to advances of expenses to the full extent permitted under Minnesota Statute 317 A.521, or as amended, the terms of which are incorporated herein by reference thereto.
Decisions and Recommendations
The Council strives to build consensus while recognizing that all organizations operate under their own mandates and authorities. Members may recuse themselves from discussions or votes where they feel they may have a conflict of interest. The Council will make recommendations to respective partners as needed. Committees can be established as needed and can make recommendations to the full Council. Members are encouraged to contribute their time and expertise on committees, outreach products, and planning for conferences and other activities. The Council will establish goals annually to achieve within a specified time and will review progress towards achieving those goals at the end of each calendar year.
A majority of the Leadership Team (2 of 3) currently holding office shall be necessary to constitute a quorum for transactions of business during each meeting. A quorum is required for votes and includes members present in person or remotely. At the end of each calendar year, the Council leadership will determine the average number of members present at meetings during that calendar year and the quorum for the next year will be half of the average attendance of the previous year plus one. The quorum requirement, based on the average attendance plus one during the previous year, will be noted prior to any voting during the first meeting of the year and will be recorded in the minutes of that meeting and noticed on the meeting agenda for each meeting that year. If a quorum is not met during a meeting, then approval of minutes, fiscal reports, and other matters related to business, fiscal transactions, council policy, and membership actions shall be deferred until the next meeting or pursued through a documented, online voting process. A vote passes if there is a quorum voting and more than half of those voting approve the motion.
Meetings and Minutes
Council meetings shall be held quarterly (January, April, July, and October). Meeting dates, times, and agendas shall be sent out in advance to ensure adequate opportunity for representation by each member organization. The Council leadership will solicit input from the membership on agenda items and will send agendas, minutes, and financial reports to the membership in advance of meetings. Each member is expected to review these materials prior to the meeting. Meeting minutes will be reviewed for additions or corrections and approved by the Council at the following meeting if a quorum is present. Other invasive species related events (e.g., Upper Midwest Invasive Species Conference) may be held in conjunction with, or in lieu of, a quarterly meeting upon consent of the Council.
Participation by the Leadership Team and members can be by any means of communication through which those participating either in-person or remotely at the meeting may simultaneously hear each other.
Committees
Any committee established by the Council shall consist of one or more members, who need not be from the Leadership Team. Those committees may include, but not be limited to: ad hoc state plan review committee, bylaws, web site committee, field trip committee, etc. Committees like those convened as expert risk assessments panels may include invasive species experts who are not Council members and may be from outside Minnesota. Regular reports will be provided during quarterly meetings by ad hoc committee leader(s). Committee meetings are usually held remotely and separate from quarterly meetings. Committee leaders will schedule meetings using electronic scheduling platform (e.g., Doodle) and select meeting dates and times that allow for maximum participation. Committees may be disbanded once their work is complete.
Use of Council Brand
Council members are encouraged to use the brand when conducting business for or on behalf of the Council. This can be for letterheads, presentations, print and electronic materials. Use shall be in accordance with the brand standards set forth in the Council's brand standards guide. Any proposed variance in use of the brand must have explicit written consent from the Leadership Team.
Fiscal Responsibility
The Council is a non-profit organization with no legal standing. The Council will contract with an external organization on an annual basis to serve as its fiscal agent. Any agreement with a fiscal agent shall be set forth through a Memorandum of Understanding. The fiscal agent will be chosen via affirmation vote by the Council membership. The current fiscal agent is Wildlife Forever. Wildlife Forever is a member operating in good faith and is compensated for its fiscal administration on an annual basis on behalf of the Council.
The fiscal agent will maintain an accurate accounting of the Council's funds and will report on the income, expenditures, and status of the Council's finances on a quarterly basis to provide fiscal transparency. The agent shall deposit all monies, drafts, and checks in the name of and to the credit of the Council in such banks and depositories as the Leadership Team shall designate. They shall endorse for deposit all notes, checks, and drafts received by the Council, making proper vouchers. They shall disburse Council funds and issue checks and drafts in the name of the Council, as ordered by the Leadership Team, whenever requested, an account of all such transactions and of the financial condition of the Council.
Funds may be generated for the Council through registration costs, sponsorships, or donations for meetings, field trips, or other educational events. The funds generated are only to be used to achieve the purpose and objectives of the Council.
The Council Leadership Team shall be given a discretionary budget of $500 annually for purchases or services to benefit the Council. Such expenditures may be made without approval of the Council when the budget reserves exceed $3,000. Such purchases may not include honoraria, travel reimbursements, or items that might only benefit a single member or a single member's organization. A full justification for such purchases must be provided to the fiscal agent and included in the next quarter's fiscal report.
Purchases or services greater than $500 must be approved by a simple majority of members present at a Council meeting or by online voting. The Council may approve honoraria or other awards, travel reimbursements, or other expenses to achieve the objectives of the Council. The Co-chair or Chair has the authority to work with the fiscal agent to make purchases or acquire services that have been approved by the membership.
The fiscal agent may advance payment to a Council member or its organization to cover expenses that will be incurred by them in the performance of their Council duties and for which they would be entitled to reimbursement in the absence of an advance.
Amendments
The Leadership Team shall have the power to adopt, amend, or repeal Bylaws of the Council upon affirmative vote of a majority of the Council membership. The Council will review bylaws every three years or more frequently if needed.
The foregoing provisions were duly adopted by Council members and Leadership Team this 13th day of April, 2022.