East 7th Street / Saint Paul, MN 55106
651.772.2075 (voice) / 651.774.3510 (fax) / firstname.lastname@example.org
NAME OF ORGANIZATION AND BOUNDARIES
Section 1. Name. The name of this organization is the Daytonís Bluff District Four Community Council (DBD4CC).
Section 2. Boundaries. The boundaries for DBD4CC are Warner Road and the Mississippi River on the South, Lafayette Road and I-94 to 35E interchange ramp on the west, Grove Street and Chicago N.W. Railroad on the North and Johnson Parkway, Birmingham Ave. South to E. 6th St., E 6th St. east to a NS line cutting through the center of Harding High School to E. 3rd St., E. 3rd St west to Birmingham south to Interstate 94, I-94 west to Highway 61, highway 61 south to Warner Rd., Warner Rd. West to Mississippi River, Mississippi River to Lafayette Road.
Section 3. Tax Status. DBD4CCis organized exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The purpose and principles of the DBD4CC are as follows:
(A) To promote the general well-being of the community.
(B) To strengthen and improve our community and to foster relationships among the people of the neighborhood.
(C) To involve residents, business and professional persons, employees and organizations within the community in actions and decision-making roles which are of concern to the community.
(D) To serve as the recognized community organization within Daytonís Bluff for purposes of citizen participation in all matters of concern to the community.
(E) To determine problems and needs, establish goals and objectives to meet those needs, and to take whatever actions are necessary to meet those goals and objectives.
(F) To recognize and act on the need for upgrading, improvement, maintenance and restoration of physical property in the community.
(G) To undertake action to promote, cultivate, and set in motion conditions, programs, and ideas for the advancement of educational, recreational, social and human needs for the betterment of the area.
(H) To maintain and increase of the physical and social community.
(I) To acquire or transfer title or interest in land and structure by construction, replacement, renovation and management of land and structures.
The principal office of DBD4CC, at which the general business of the organization will be transacted and where the records of the organization will be kept, shall be within the boundaries of District Four as prescribed by the City of Saint Paul in the State of Minnesota. The location of the office within the boundaries shall be determined by the board of directors.
Section 1. General Membership. General membership is open to adults who reside, own property or own or operate a business in District Four.
Section 2. Dues. No dues or other financial consideration are required as a condition for attendance or participation at meetings of DBD4CC.
MEETING OF GENERAL MEMBERSHIP
Section 1. Place of Meetings. Meetings of the general membership shall be held at the principal office of DBD4CC or at another suitable place designated by the board of directors.
Section 2. Notice of Meetings. It is the duty of the secretary to notify all members of each annual or special meeting no later than seven days prior to the meeting, stating the purpose of the meeting and the time and place of the meeting.
Section 3. Annual Meetings. The annual meetings of DBD4CC shall be held in October of each year. The board of directors or its executive committee shall set the specific date for the annual meeting no later than August 15.
Section 4. Removal of General Members. A general member shall not be expelled or suspended, and a membership may not be terminated or suspended, unless the member is given:
(1) Not less than 15 days prior written notice of the expulsion, suspension, or termination, and the reason for it; and
(2) An opportunity for the member to present a defense, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person authorized to decide that the proposed expulsion, termination or suspension not take place.
Section 5. Quorum. A quorum of the general membership is equal to 50% of the number of members of the board of directors.
Section 6. Action of the General Members. Except where a larger portion or number is required by law or by these bylaws, the members may take action by the affirmative vote of a quorum at a duly held meeting.
Section 7. Special Meetings of the General Members. If a regular meeting of the general members has not been held during the preceding 15 months, at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may demand a regular meeting of the members by written notice of demand given to the president or the treasurer of DBD4CC. Within 30 days after receipt of the demand, the board of directors shall call a regular meeting of the members on notice not later than 90 days after the receipt of the demand at the expense of DBD4CC.
BOARD OF DIRECTORS
The business and charitable affairs of DBD4CC shall be managed by or under the direction of the board of directors.
Section 1. Number and Qualifications. The board of directors of DBD4CC shall not exceed 18 voting members. All directors except at-large representatives must be residents and continue to reside in the community in order to serve on the board. The directors shall consist of 16 representatives: four from each of the four subdistricts, plus two at-large representatives of District Four. The term of office is two years; however, no more than two representatives from each subdistrict may hold a two-year term at one election. At least nine two-year positions shall be filled on odd numbered years.
Section 1.1 Vacancies. The board by majority vote at a regularly scheduled board meeting may fill any mid-term vacancies by a majority vote until the next election.
Section 1.2. At-large Representatives. At-large representatives are defined as anyone who resides, or owns property, or owns or operates a business in District Four and represents the broad concerns of the entire district. Two at-large representatives must elected - one each year for a two year term.
Section 2. Governing Powers. The board of directors has all the powers and duties necessary or appropriate to determine the overall direction of DBD4CC and to.
(B) elect officers and fill mid-term vacancies in any office except president.
(C) appoint committees as necessary.
(D) exercise any and all other powers and duties of this organization as granted by applicable law.
Section 3. Conduct. A director shall discharge his or her duties in good faith, in a manner the director believes to be in the best interests of DBDCC4, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 4. Removal of Directors. At any annual or duly called special meeting of the board, any one or more of the directors may be removed with or without cause by a vote of the majority of the board of directors present and entitled to vote at the meeting.
Any director whose removal has been proposed shall be notified by certified mail no less than 30 days prior to this meeting. The director shall be given the opportunity to be heard at the meeting.
If a director is absent from five board meetings during any elected year, the remaining directors may consider removal of the absent director. After the third such absence the board member shall be given notice as to his or her attendance explaining the ramifications of the fifth absence.
If a director no longer continues to satisfy the residency requirement as stated in Section 1 or Section 1.2 of this article, the director must tender his or her resignation to the board of directors.
Section 5. Compensation. No compensation shall be paid to officers or directors for their services to DBD4CC. Directors may be reimbursed for board-approved expenses incurred by them in the performance of special duties.
At the annual election, all qualified voters shall sign in with their appropriate residential or business address in accordance with Article IV General Membership. Each qualified voter is entitled to one vote.
As the first order of business, annual reports shall be provided by the officers and chairpersons of such committees as the board of directors may request.
The annual election shall be conducted as follows:
(A) Filings shall open in the DBD4CC office on the third Monday in August and shall close at eight p.m. on the third Monday in September.
(B) Any member may
run for the board of directors. Refer to Article VI Section 1 for
details and restrictions. A candidate may run for only one position.
However, if elected to more than one position (as in the case of a
write-in) the winner must choose only one position in which to serve.
The members may also transact such other business of DBD4CC as may properly come before them such as projects or programs or proposals.
The newly elected board of directors shall assume office at the next regularly scheduled November board meeting.
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Board of Directors Meetings. The board of directors shall hold two regular monthly meetings; the schedule to be determined by the board. The secretary shall notify the board members of such meetings no later than seven calendar days in advance as to time, place and agenda.
Section 2. Special Meetings. Special meetings of the membership may be called by the president as directed by a resolution adopted by the board of directors, or upon a written request signed by a majority of the board of directors. Notice of any special meeting shall state the time, the place, and the purpose of such a meeting and be provided no later than seven calendar days in advance. No business shall be transacted at the special meeting except as stipulated in the notice.
Section 3. Notice of Meetings. The secretary shall notify all directors informing them of each annual or special meeting stating the purpose of the meeting, as well as the time and place where the meeting is to be held. The notice shall be sent to each director no later than seven calendar days prior to such meeting.
Section 4. Waiver of Notice. In exceptional circumstances any director may provide a written waiver of the notice for any meeting requiring such by statute or by any provision of these bylaws. The waiver may be provided before, during, or after that meeting. When such a waiver is provided, it shall be filed with the secretary, who shall enter it into the minutes or other records of that meeting. Any director appearing at a meeting shall be deemed to have waived the requirement of notice for the meeting, unless the directorís appearance is solely for the purpose of asserting the illegality of the meeting.
Section 5. Quorum. 50 percent of the current membership of the board of directors constitutes a quorum at any duly convened meeting.
Section 6. Adjourned Meetings. If any meeting of the directors cannot be organized because a quorum is not present, the voting members who are present may adjourn the meeting.
Section 7. Voting. Except as otherwise provided by law, each voting director shall be entitled to cast one vote on each question. The vote of the majority of those directors present shall decide any questions brought before the meeting. No voting by proxy shall be permitted at meetings of the board of directors.
Section 8. Procedure. Robertís Rules of Order is the authority for all questions and procedures at any meeting of DBD4CC.
Section 1. Designation. The principal officers of DBD4CC are a president, a vice president, a treasurer and a secretary. The term of office is one year.
Section 2. Election of Officers. The officers shall be elected from among the members of the board and be elected annually by the board of directors at its next regularly scheduled board meeting after the newly elected members have been seated at Novemberís meeting. Unless removed sooner by the board, the officers shall serve for a term of one year. A board member must have served a minimum of one year to be eligible for election to the office of president.
Election of officers must be filled by the affirmative vote of a majority of directors present at any duly called meeting of the board of directors.
The board of directors may appoint temporary or acting officers as may be necessary during the temporary absence or disability of the regular officer.
Section 3. Removal. Any officer may be removed with or without cause by the board of directors by affirmative vote of a majority of all the board members.
Any officer whose removal has been proposed shall be notified by certified mail no less than 30 days prior to this meeting. The officer shall be given the opportunity to be heard at the meeting.
If an officer is absent from two board meetings during any elected year, the board of directors may consider removal of the absent officer. Following the first such absence, the officer shall be given notice as to his or her attendance explaining the ramifications of the second absence.
The matter of removal may be acted upon at any meeting of the board.
Section 4. President. The president is the principal officer of DBD4CC. Subject to the direction and control of the board, the president shall ensure that the resolutions and directives of the board are carried out, and, in general, shall discharge all duties incidental to the office of president and as prescribed by the board. In addition, the president shall
(A) preside at all meetings of the board, the executive committee, and at all meetings of the membership, except in those instances in which the authority to execute is expressly delegated to another officer or agent of DBD4CC.
(B) have the power to execute for DBD4CC all contracts, deeds, conveyances, mortgages, bonds, and other instruments in writing that may be required or authorized by the board of directors.
(C) appoint members to standing committees and appoint members to other committees.
(D) be an ex-officio member of all board committees except the nomination committee.
(E) be the sole spokesperson for DBD4CC unless another spokesperson is designated by the board of directors.
(F) direct staff.
(G) serve no more than two consecutive terms as president.
Section 5. Vice-President. It is duty of the vice-president to act in the absence or disability of the president and to perform such duties as may be assigned by the president. With approval of the board of directors, the vice-president shall assume the duties of the president upon vacancy of the presidentís position.
Section 6. Secretary. The secretary of DBD4CC shall:
(A) take and keep accurate records of all proceedings of DBD4CC board of directors meetings.
(B) in the absence of hired staff, keep a file of reports submitted by committees and subcommittees.
(C) in the absence of hired staff, be responsible for proper records of all DBD4CC correspondence, letters, and other communications with various persons, businesses, organizations and other entities.
(D) in the absence of hired staff, ensure proper public announcements of all meetings of the directors and of task forces and committees.
Section 7. Treasurer. The treasurer shall:
(A) be responsible for preparation of the proposed annual budget and shall keep (or be caused to keep) records belonging to DBD4CC.
(B) present to the board of directors at their respective annual meetings a report of the finances of DBD4CC and from time to time make other reports to the board of directors as the board may require.
(C) present a treasurerís report at each board meeting.
Section 1. Designation. The executive committee consists of the officers of the organization.
The president of DBD4CC is the president of the executive committee.
The designation of the executive committee and the delegation of authority granted to it does not relieve the board of directors of any responsibility imposed upon it.
No individual shall continue to be a member of the executive committee after he or she ceases to be an officer or chair of a standing committee of DBD4CC.
Section 2. Powers. The executive committee has the authority to make decisions on behalf of the board, in the case where action of the board is required prior to the next regularly scheduled board meeting, unless otherwise indicated by resolution of the board of directors.
Section 3. Reports. The executive committee shall make a full written report of all actions to the next meeting of the board of directors.
Section 4. Meetings. Regular meetings of the executive committee may be held at a time and place as may be determined by the executive committee or the board of directors.
Special meetings may be called by the president of the executive committee. When such special meetings are deemed to be necessary, members of the executive committee shall be notified no later than seven calendar days in advance.
Section 5. Quorum. A majority of the entire executive committee is necessary to constitute a quorum for the transaction of business.
Section 6. Emergency Meetings. Emergency meetings may be called by the president of the executive committee. When such emergency meetings are deemed necessary, members of the executive committee shall receive verbal notification by its president or designated representative. In order for a motion to pass, it is necessary for three out of the four executive members to cast a vote in favor of the motion.
Section 1. Standing Committees. The board of directors may, by resolution passed by a majority of the board as a whole, designate one or more standing committees in addition to the executive committee.
The president shall appoint all members of the standing committees and designate a chair for each. A majority of members of these committees must be members of DBD4CC. The chairs must be members of DBD4CC. Dissolution of a standing committee shall be accomplished by a resolution of a majority of the board as a whole.
Section 2. Types of Committees. In general the types of standing committees may include, but not be restricted to personnel, community services, land use, and executive.
Section 3. Meetings. Meeting of the individual committees may be held at a time and place as may be determined by a majority of the committee, by the president, or by the board of directors.
Notice of the meeting shall be given to the committeeís members no later than seven calendar days in advance of the meeting unless all members agree to a shorter notification.
The committee members in attendance constitute a quorum.
Section 4. Other Committees. Other committees may be established by the president of the board of directors or by a motion passed in an appropriately constituted meeting of the board of directors. Non-members of the board of directors may serve on other committees, but shall be in a minority to the numbers of directors on such committees.
Section 5. Removal. Any member may be removed, with or without cause by the committee, by affirmative vote of a majority of committee members. The matter of removal may be acted upon at any meeting of the committee; provided that notice of intention to consider said removal has been given to each committee member at least 30 calendar days previously.
Section 1. Fiscal Year. The fiscal year of DBD4CC begins on the first day of January and end on the last day of December each year.
Section 2. Books and Accounts. Books and accounts of DBD4CC shall be kept under the direction of the treasurer of DBD4CC.
Section 3. Execution of DBD4CCís Documents. The board of directors may authorize any officer or officerís agent(s) to enter into contract or to execute and deliver any instrument in the name or on behalf of DBD4CC. The authority may be general or confined to specific instances. These authorizations are in addition to those authorized by these by-laws.
Section 4. Loans. No loans shall be contracted on behalf of DBD4CC nor evidence of indebtedness shall be issued in its name unless authorized by resolution of the board of directors. Such authority shall be confined to specific instances.
Section 5. Deposits. All funds of DBD4CC shall be deposited in a timely manner to the credit of DBD4CC in the bank or banks or other depositories as the board of directors may designate.
Section 6. Conflict of Interest. Any possible conflict of interest on the part of any director shall be disclosed to the board at a regular or specially called meeting of the board. When the board determines that it becomes a matter of board action, the director shall not vote or use personal influence on the matter, and shall not be counted in the quorum of a meeting at which board action is taken on the matter. The director shall be allowed the opportunity to respond to the pertinent questions from the board related to the possible conflict of interest but shall leave the room for the remainder of the meeting and the vote. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.
For purposes of this section, a director has a material financial interest in each organization in which the director, or the spouse, parents, children, and spouses of children, brothers and sister, and spouses of brothers and sisters of the director, or any combination of them, have a material financial interest.
Section 7. Indemnity. DBD4CC shall indemnify and hold harmless any director, officer or employee from suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a director, officer, or employee, provided the director, officer, or employee (1) has not been indemnified by another organization for the same liability with respect to the same acts or omission; (2) acted in good faith; (3) received no improper personal benefit; (4) in the case of criminal proceeding, did not have reasonable cause to believe the conduct was unlawful; and (5) reasonably believed the conduct was in the best interest of DBD4CC
Section 8. Maintenance of Books and Records; Examination by Directors. DBD4CC shall keep at its registered office correct and complete copies of its articles and bylaws, accounting records, voting agreement, and minutes of meetings of members, board of directors, and committees having any of the authority of the board of directors, for the last six years. A member or a director, or the agent or attorney of a member or a director, may inspect all documents referred to in the preceding sentence for any proper purpose at any reasonable time. A proper purpose is one reasonably related to the personís interest as a member or director of DBD4CC. In addition, upon request, DBD4CC shall give the member or the director a statement showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period.
A member or director who has gained access to any DBD4CC record pursuant to this provision may not use or furnish to another for use the record or a portion of the contents for any purpose other than a proper purpose.
DBD4CC may charge the requesting party a reasonable fee to cover the expenses of providing copies of documents under this section.
All requests for examination of records must be made in writing to the operations committee, which has the right to refuse requests not in compliance with the provisions of this section.
Section 1 Amendments. Except as otherwise required by law, these bylaws may be amended at any regular meeting of the board or at any special meeting called for that purpose, provided that written notice of the proposed amendments was given at least 30 days prior to such meeting. To be adopted, an amendment needs an affirmative vote of two-thirds of the total board of directors membership present at a duly constituted meeting.
Section 2. Dissolution. In the event that DBD4CC should for any reason discontinue its operation and become dissolved, the board of directors shall, after payment or the provision for payment for all the liabilities of DBD4CC, expend the assets exclusively for the general purposes of DBD4CC or to organizations that are qualified as tax-exempt organizations under Section 501(c) (3) of the Internal Revenue Code.
Section 3. Public Officials. Any salaried public official, publicly announced candidate for salaried elected office, person appointed to any salaried elected public office, or person who is a current employee of any salaried City of Saint Paul public official except a person currently on uncompensated leave of absence or serving in an unpaid volunteer capacity, is not eligible for election or permitted to continue service on a committee or on the board of directors.
Any board member or committee member who becomes a candidate for a paid elected public office shall immediately resign. If the candidate ceases to be a candidate or fails to be elected, this person is eligible for election or appointment or re-appointment to the board or committee.
Section 4. Nonprofit Status. No substantial part of the activities of DBD4CC shall be the carrying on of propaganda or otherwise attempting to influence legislation, and DBD4CC shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office including the act of allowing candidates to campaign at any board or committee meeting.
I hereby confirm that this is a true and correct copy of the bylaws of the Daytonís Bluff District 4 Community Council.
_____________________________________________________ Date ______________
798 East 7th Street / Saint Paul, MN 55106 / 651.772.2075 (voice) / 651.774.3510 (fax) / email@example.com