Field-Regina-NorthrOp
Neighborhood Group
Amended and Restated Bylaws
Organization
1.1. Name. The name of this organization shall be the Field-Regina-Northrop
Neighborhood Group (the “Group”).
1.2. Area of Concern. The Group’s primary area of concern is the
neighborhood in
Minneapolis,
Minnesota bounded by
East 42nd Street
on the north, Interstate 35W on the west,
East Minnehaha Parkway on the south, and
Cedar Avenue on the
east (the “Neighborhood”).
1.3. Purpose. The purposes of the Group are to
engage in charitable or educational projects, within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986, that improve and enhance the
community life and social welfare in the Neighborhood. Further, the Group shall:
(a) seek the improvement of residential housing,
educational facilities and interracial relations in the Neighborhood;
(b) promote economic development within and appropriate to
the Neighborhood;
(c) function as a non-partisan, non-sectarian community
action group, keeping Neighborhood residents informed of civic, commercial,
political and governmental activities and proposals affecting the Neighborhood;
and
(d) coordinate, facilitate, develop and publicize programs
and endeavors within the Neighborhood that promote the purposes of the Group.
1.4. Status as Neighborhood Organization. The Group is a nonprofit corporation governed
by Minnesota Statutes Chapter 317A, as it may be amended from time to time, and
is a neighborhood organization for purposes of Minnesota Statutes Section
317A.435, Section 317A.439, subdivision 6, and Section 317A.441(b) and (d).
Members
2.1. Membership. Members with voting rights are (1)
individuals of voting age whose primary residence is within the Neighborhood
and who, at a meeting of the Group, can produce upon request a Minnesota
driver’s license, Minnesota identification card, or some form of residency
verification that indicates the individual resides within the Neighborhood; or
(2) any one representative of a property or business owned or operated within
the Neighborhood and who, at a meeting of the Group, can produce upon request
proof of representation of such a business or property (the “Members”). An individual who meets either of these
membership criteria but lacks the required documentation may vote at a meeting
of the Group if a Member who has the required documentation vouches for the
individual.
2.2. Termination of Membership. Membership in the Group may be terminated
under procedures established by the Board of Directors as permitted under
Minnesota Statutes Section 317A.411.
ARTICLE
3
Meetings of the Members
3.1. Annual Meetings. There shall be at least one annual meeting of
the Members during each calendar year at a time and place in the Neighborhood
as set by the Board of Directors. At
such time, reports of the activities of the Group shall be presented by the
officers of the Group to the Members, Directors and alternates elected, Bylaw
amendments requiring Member approval voted on, if any, and other business
transacted. All meetings will be open to
the public. Minutes of all meetings will
be kept and be available upon request.
3.2. Special
Meetings. Special meetings of the Members may be called
by the President or by twenty-five percent (25%) of the Directors, or by any
thirty (30) Members by written demand describing the purpose for the meeting
and delivered to the President. The
purpose of special meetings shall be to discuss issues relating to the common
good or general welfare of the neighborhood for which neighborhood opinion or
consensus must be sought in a timely way. Within 30 days after receipt of a demand for a special meeting of the
Members, the Board of Directors shall cause a special meeting to be called to
be held no later than 90 days after receipt of the demand. The Secretary shall cause notice to be given
as provided under Section 3.3, and such notice shall state the purposes of the
meeting. The business transacted at a
special meeting is limited to the purposes stated in the notice of the meeting.
3.4. Voting. Passage of a motion or resolution shall require the vote of a majority
of the Members present and eligible to vote at the meeting. No Member may vote by proxy or
cumulatively. The Board of Directors, or
a committee thereof, shall determine a fair, accurate, and efficient way of
tallying votes taken at meetings of the Members.
3.5. Quorum. A quorum for the transaction of business shall consist of 20 Members
present, provided that if a quorum has been reached and Members have
subsequently withdrawn from such meeting so that less than a quorum remains,
the Members may continue to transact business and take action at the meeting.
ARTICLE
4
Board of
Directors
4.1. Eligibility. A Director must be a Member of the
Group.
4.2. Number. The Board of Directors shall be composed of no
fewer than 10 and no more than 17 Directors, as determined from time to time by
the Board of Directors. No decrease in
the number of Directors pursuant to this section shall effect the removal of
any Director then in office.
4.3. Composition. The Board
of Directors shall consist of: the officers of the Board as defined in Article
6, Section 1; the neighborhood representatives as defined in Article 7, Section
1; and the committee chairs as defined in Article 8, Section 3.
4.4. Election. Directors shall be elected at the annual meeting in accordance with the
procedures established in Articles 6, 7, and 8.
4.5. Vacancies. Vacancies occurring on the Board other than
those caused by the expiration of a term of office shall be filled by the
appointment of a Director by the remaining Directors. A Director appointed to fill a vacancy shall
hold office for the remainder of the unexpired term of his or her predecessor
and until his or her successor shall be elected and qualified. A vacancy may be created by the resignation
in writing of a Director upon delivery to the President, the automatic removal
of a Director through excessive absence as defined in Section 4.6. of this
Article, or by the removal of a Director as provided for in Section 4.6. of this
Article. A vacancy shall be declared by
the President at the first meeting after it occurs and may be filled immediately.
4.7. Term of Office. The terms of Directors shall be in accordance
with the procedures established in Articles 6, 7, and 8.
4.8. Compensation. No Director shall receive monetary
compensation for his or her participation as a Director. Notwithstanding the foregoing, Directors
shall be entitled to reasonable compensation for services rendered to the Group
in any other capacity. No part of the
compensation of an employee of the Group who also is a Director of the Group
shall be compensation for services as a Director. The Group shall be entitled to purchase
officers’ and Directors’ liability insurance without obtaining reimbursement of
all or any part of the premium.
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ARTICLE
5
Board Meetings
5.1. Regular Meetings. A regular meeting of the Board of Directors
shall be held each month at a time and at a place within the Neighborhood
determined by the President. Regular
meetings may be canceled by a majority vote of the Board, or, in the event of
inclement weather, by the President.
5.2. Special Meetings. Special meetings of the Board may be called
by the President, the First Vice President, or any four Directors acting
jointly. The types of business that may
be conducted at a special meeting of the Board are identical to those that may
be conducted at regular meetings, except as provided in these Bylaws. The person(s) calling the meeting are responsible
for notifying the Secretary, either in person or in writing, at least seven
business days in advance of the meeting, and the Secretary shall give notice of
the meeting as provided in Section 5.3. of this
Article.
Notice shall be
delivered personally, sent by facsimile communication, sent by electronic mail,
posted on an electronic network together with a separate notice to the Director
of the specific posting, mailed, first class, postage prepaid. or such other
methods as are fair and reasonable as determined in the sole discretion of the
Secretary. Whenever written notice to
Directors provides less than five days’ prior written notice of the meeting,
excluding the date of the meeting, reasonable effort shall be made to notify
Directors by telephone of the meeting at the time of giving written notice, but
the failure to contact any Director(s) by telephone shall not affect the
validity of the meeting or any action taken at such meeting.
Any Director may waive notice of any meeting of the Board
of Directors in writing before, at or after a meeting. The attendance of a Director at any meeting
shall constitute a waiver of notice of such meeting, unless he or she objects
at the beginning of the meeting to the transaction of business because the
meeting is not lawfully called or convened and does not participate
in the meeting. The waiver
shall be filed with the person who has been designated to act as secretary of
the meeting, who shall enter the waiver upon the records of the meeting.
5.4. Quorum. A majority of the Directors in
attendance at any Board meeting shall constitute a quorum; provided that if a
quorum has been reached and Directors have subsequently withdrawn from such
meeting so that less than a quorum remains, the Board may continue to transact
business and take action at the meeting.
5.5. 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. A written action is effective when it is
signed by all of the Directors unless a different effective time is provided in
the written action. For purposes of this
Section, an electronic signature satisfies the requirement of a signature so
long as the electronic communication containing the electronic signature sets
forth sufficient information from which the Board of Directors can reasonably
conclude that the communication was actually sent by the purported sender.
ARTICLE
6
Board Officers
6.1. Officers and their Duties. The officers of the Group shall consist of
the President, the First Vice President, the Second Vice President, the
Secretary, the Treasurer, and such other officers as may from time to time be
elected by the Members or appointed by the Board of Directors. No person shall hold more than one office at
the same time. Except as provided in
these Bylaws, the Board of Directors shall fix the powers and duties of all
officers. No elected public official,
nor a candidate for an elective public office, may be an officer.
6.2. Election and Term of Office. The officers
shall be elected by the Members at the annual meeting of the Members. The officers shall be elected for a term of two
years and serve until their successors shall have been elected or until their
earlier resignation, removal from office or death. No officer shall not serve more than three consecutive
terms in the same capacity.
6.3. President. The President shall preside at all meetings
of the Members and of the Board of Directors. The President shall sign all contracts and other instruments made by the
Group and shall have general active management responsibility for the affairs
of the Group. He or she shall perform
all duties prescribed by the Board of Directors and those usually pertaining to
the office of President.
6.4. First Vice President. The First Vice President shall perform all
duties assigned by the Board. In the
absence, disability, or refusal to act of the President, a majority of the
Board may assign to the First Vice President all powers and duties of the
office of the President.
6.5. Second Vice President. The Second Vice President shall perform all
duties assigned by the Board. In the
absence, disability, or refusal to act of the President or First Vice
President, a majority of the Board may assign to the Second Vice President all
powers and duties of the office of the President or the First Vice President,
respectively.
6.6. Secretary. The Secretary shall ensure that full and
correct minutes of all meetings of the Members and of the Board are kept. The Secretary shall make all reports and
statements required by the President and by the Board or by law and shall
oversee custody of the minutes and records of the Group except those pertaining
to the finances of the Group.
6.7. Treasurer. The Treasurer shall have custody of all
moneys of the Group. The Treasurer shall
ensure that records and accounts are kept showing the Group’s transactions,
accounts, liabilities, and financial condition and shall ensure moneys are
deposited in a responsible depository approved by the Board. The Treasurer shall make all financial
records and accounts available for examination by the Board or the President at
a time designated by the Board or President. The Treasurer shall turn over all books and records to the President at
close of his or her term of office.
6.8. Delegation. If
permitted by these Bylaws or by a resolution adopted by the Board of Directors,
the officers may, without further action of the Board of Directors, delegate
some or all of the duties and powers of an office to other persons, including
but not limited to employees of the Group. An officer who delegates the duties or powers of an office remains
subject to the standard of conduct for an officer with respect to the discharge
of the delegated duties and powers.
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ARTICLE
7
Neighborhood Representatives
7.1 Neighborhood
Representatives. There shall be four
neighborhood representatives elected to represent geographic regions of the
Neighborhood.
7.2 Eligibility. The neighborhood representatives must live in
the area which they are elected to represent. One representative shall represent the Field Neighborhood; one
representative shall represent the Regina Neighborhood; and two representatives
shall represent the Northrop Neighborhood, one of whom must live north of
East 46th Street
and one of whom must live south of
East
46th Street.
7.3 Election
and Term of Office. The neighborhood
representatives shall be elected by the residents of the individual
neighborhoods at the annual meeting of the Members. The neighborhood representatives shall be
elected for a term of two years and serve until their successors shall have
been elected or until their earlier resignation, removal from office or death.
ARTICLE
8
Committees of the Board
8.1. Committees of the Board. The Board of Directors may establish one or
more committees of the Board as may be specified in resolutions approved by the
affirmative vote of a majority of the Directors. Such committees of the Board shall have the
authority of the Board of Directors in the management of the business of the
Group to the extent provided in these Bylaws or in resolutions approved by a
majority of the Directors. Such
committees, however, shall at all times be subject to the direction and control
of the Board of Directors. Committee
members must be Members.
8.2. Ex Officio Member. The President, or a representative appointed
by the President, shall be an ex officio member, without voting rights,
of each committee of the Board.
8.3. Committee Chairs.
(a) One member of each committee shall be nominated by the
committee to be its Chair, and elected by the Members.
(b) Committee chairs shall be elected for a term of two
years and serve until their successors shall have been elected or until their
earlier resignation, removal from office or death.
(c) The Committee Chair shall call, publicize and organize
meetings, and shall report on the activities of the Committee and shall also
keep track of the membership of the Committee.
8.4. Standing Committee Procedures. The provisions of these Bylaws shall apply to
committees and members thereof to the same extent they apply to the Board of
Directors and Directors, including, without limitation, the provisions with
respect to meetings and notice thereof, absent members, written actions, valid
acts and conflicts of interest. Each committee shall keep regular minutes of
its proceedings and report the same to the Board of Directors.
8.5. Committee Membership. Committees shall have at least three
members. Committee members must be
Members of the Group. Members may join
committees at any time.
8.6. Executive Committee. There shall be an Executive Committee which
shall consist of the officers of the Group. The Executive Committee shall appoint such employees or volunteers as
may be necessary to conduct the business of the Group. The Executive Committee may also act on
behalf of the Group on any urgent matter when the Board of Directors is not in
session, reporting to the Board of Directors of the Executive Committee’s
action at the next regular or special meeting. Three Members of the Executive Committee shall constitute a quorum for
the transaction of business. Meetings
may be called by the President or by three members of the Executive Committee.
8.7. Other Committees. From time to time, the Board shall designate
such committees as are deemed appropriate to carry out the functions of the
Group. These functions include but are
not limited to development, zoning, communications, human resources, Bylaws and
planning the Annual Meeting. Such
committees shall have the authority and powers as designated in the resolution
establishing the committee. Unless
specifically stated otherwise in the resolution designating the committee, such
committees shall not have the full authority of the Board of Directors to act
on behalf of the Group and must submit all acts to the Board of Directors for
approval before they become effective.
ARTICLE
9
Miscellaneous Organizational Items
9.1. Fiscal Year. The Group shall keep its books and records on
a fiscal year basis from April 1 to March 31.
9.2. Retention of Records. The Group shall keep minutes of records and
official correspondence for a period of five years and financial records for
seven years.
9.3. Amendments. These Bylaws may be amended from time to time
by a majority vote at any regular meeting of the Board of Directors of the
Group provided that written text of the proposed amendment has been distributed
to the Directors at the previous regular Board meeting, except that changes to
Bylaws fixing a quorum for meetings of Members, prescribing procedures for
removing Directors or filling vacancies on the Board, fixing the number of
Directors or their classifications, qualifications, or terms of office, or
fixing the vote required for a Member action, must be approved by a majority
vote at a meeting of the Members, after proper notice is given.
ARTICLE
10
Conflicts of Interest
The Group
shall not enter into any contract or transaction with (a) one or more of its
Directors, (b) a director of a related organization, or (c) an organization in
or of which a Director is a director, officer or legal representative or has a
material financial interest; unless the material facts of the Director’s
interests are fully disclosed or known to the Board of Directors, and the Board
of Directors authorizes, approves, or ratifies the contract or transaction in
good faith by an affirmative vote of a majority of the Directors (without
counting the vote of the interested Director), at a meeting at which there is a
quorum without counting the interested Director. Failure to comply with the
provisions of this Article 9 shall not invalidate any contract or transaction
to which the Group is a party.
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