SHERIDAN NEIGHBORHOOD ORGANIZATION
Section 1. Voting membership and voting rights. Eligibility for admission to voting membership shall be as set out in Section 2. Members shall be accepted into membership through mechanisms established by resolution of the Board of Directors. No dues shall be required for admission or ongoing qualification. Each voting member shall have 1 (one) vote. A list of the voting membership of this corporation, as required by Minnesota law, shall be kept by the Secretary of the corporation pursuant to Article 111, Section 4 of these By-laws.
Section 2. Qualifications. Membership criteria shall be as follows:
a. individuals who are eighteen years or older, who currently...
1. Reside within the jurisdiction of the Sheridan Neighborhood as defined by the Planning Department of the City of Minneapolis, or
2. Own an interest in a business or in real property, or rent work space or studio space located within the jurisdiction of Sheridan Neighborhood as defined by the Planning Department of the City of Minneapolis.
Section 3. Term of membership. The membership year for the members of this corporation shall be one year, or until such time as the individual no longer meets the qualification criteria in Section 2.
Section 4. Interest in property. The members of this corporation shall not, as such, have any right, title or interest in the real or personal property of this corporation.
BOARD OF DIRECTORS
Section 1. Election. Except as otherwise provided herein, the Board of Directors of this corporation shall consist of natural persons not to exceed 7. The Board shall be comprised of a minimum of 5 members who qualify as residents of the neighborhood, and a maximum of 2 members of the corporation who qualify for such membership by status as business owners, landlords or those who rent work space or studio space.
Section 2. Method of Election. Election of directors shall be made, pursuant to Section I of this Article, at each annual meeting of the membership. Members of SNO who seeking election to the Board of Directors, whether nominated by themselves or another, shall register their name, address and phone number with the President or Vice-President of the organization; there after these registrations shall be available to the public, at least 5 days and no more than 30 days prior to the April annual meeting.
Section 3. Tenure. A director of this corporation shall be elected to serve for a term of I year. A director shall hold office for the term for which he or she was elected and until her or his successor has been elected, and seated; or until the director's prior death, resignation or removal, or failure to meet the membership criteria pursuant to Article 1. Section 2 of these bv-laws.
Section 4. Vacancies. Any vacancy occurring in a director's seat shall be filled by a majority vote of all remaining board members. Notifications of the vacancies will be announced to all SNO members as per Article III. Section 3, in order to receive nominations for vacancies. Persons selected to serve shall serve out the rest of the unexpired term of the Director they are replacing.
a. Nomination for Vacancies. Nominations must be submitted in writing to the President or Vice-President at least 5 days and no more than 30 days prior to the next regularly scheduled Board meeting.
Section 5. Removal and Abandonment. Any director may at any time be removed with or without cause by a majority vote of the Board of Directors. A director shall automatically be deemed removed upon their absence from the third of three consecutive Board meetings without providing prior notification to the President or Vice-President.
Section 6. Resignations. Directors may resign from the Board prior to the expiration of their term of office but such resignations must be provided to the President or Vice-President in writing.
MEETINGS OF THE MEMBERS
Section l. Annual meeting. The annual meeting of the members shall be held in April at a time and place set by the Board of Directors.
Section 2. Special meetings. Special meetings of the members of this corporation may be called at any time by (a) the President or in his/her absence the Vice-President. (b) by the Board of Directors, or (c) upon written request of 30 voting members of this corporation. If members call a special meeting of the members, they must make a written request to the President to so call the meeting, who shall thereafter give notice of the meeting, setting forth the time, place and purpose thereof, to be held no later than ninety days after receiving the request. If the President fails to give notice of the meeting within thirty days from the date on which the request is received by the President, the person or persons who requested the meeting may fix the time and place of the meeting and give notice thereof in the manner hereinafter provided. If a special meeting is demanded by the members, the meeting shall be held in a suitable location within or near the Sheridan neighborhood, as designated by the board. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.
Section 3. Notice. Written notice of each meeting of the members, stating the time and place thereof, shall be provided via the newspaper of record for the neighborhood, not less than five nor more than thirty days before the meeting. excluding the day of the meeting. Any member may waive notice of a meeting before, at or after the meeting, orally. in writing or by attendance. Attendance by the member at a meeting is deemed a waiver by the member unless an objection is proffered by such individual to the transaction of business because the meeting is not lawfully called or convened, or an objection is made before a vote on an item of business because the item may not lawfully be considered at that meeting and the member does not participate in the consideration of -the item at that meeting.
Section 4. Members list for meeting. The Board of Directors shall fix a date not more than sixty nor less than three days before the date of a meeting of the members as the date for determination of the members entitled to notice of the meeting; whensoever the Board fails to set such a date, the date shall be the third day before the date of the meeting. After fixing a record date for the meeting, the Secretary shall prepare a list of the names (in alphabetical order) and addresses of each member entitled to vote at the meeting that shall be available beginning two business days after notice of the meeting is given (or if none is required, two days after the record date for the meeting). The list shall then be kept and remain available through the meeting itself -- prior to the meeting. at the principal office of this corporation -- for inspection and copying on written demand by any member (or the agent or attorney of any member). at the membees expense, for the sole purpose of communication with other members concerning the meeting.
Section S. Voting and quorums. The presence of 30 voting members or IO%, which ever is higher, shall constitute a quorum at any meeting thereof. The members present and entitled to vote at any meeting, although less than a quorum, may adjourn the meeting from time to time. A majority of the total number of votes held by the members present and entitled to vote at any meeting at which a quorum is present must be cast to transact any business. When any meeting of the members is adjourned to another time and place, a quorum still being present, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
Section 6. Written ballot and Proxies. An action that may be taken at a regular or special meeting of members may be taken by written ballot without a meeting in accordance with the procedure set forth in Minnesota Statutes Section 317A.447, as now enacted or hereinafter amended. Aside from written ballots, no voting is allowed, by proxy or otherwise, by a member absent from a meeting.
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular meetings. The Board of Directors shall meet at least 10 times per year, and may be held at such time and place as shall from time to time be determined by resolution of the Board. After the time and place of such regular meetings have been so determined, no notice of such regular meetings need be given. Meetings may be held elsewhere, or at alternative times, if the notice of the meeting clearly provides so. Notice of any change in the place or time of holding any regular meeting, or of any adjournment of a regular meeting to reconvene at a different place, shall be given personally by mail (postage prepaid), or telephone (including facsimile communication). not less than two days before the meeting, excluding the day of the meeting, to all directors who were absent at the time such action to schedule the meeting was taken.
a. Open Microphone. At each regular meeting of the Board of Directors, up to half an hour at the beginning of the meeting will be set aside for membership comments. Members wishing to participate need to register with the designated Board Member before or during the session. Each member will be allowed up to 3 minutes to speak. The designated Board member will be responsible for keeping time. The Board will listen to the speaker without comment unless to request clarification of a statement of fact offered by the speaker.
b. Straw Vote. Any member at a Board meeting may make a motion for a "Straw Vote" of all members present. The results of this vote are to be recorded in the minutes of the Board meeting, but they are not official actions of the Board, and are thus non-binding. One "Straw Vote" motion per member per meeting is permitted.
Section 2. Transitional Meeting. The first meeting of the Board of Directors held after the April annual members' meeting will be a transitional Board meeting for the purpose of the outgoing Board finishing up old business and transferring remaining business to the incoming Board. The outgoing Board of Directors will retain all rights and responsibilities afforded a Director under these By-laws including voting on any motions presented at the transitional meeting. The incoming Board will only vote on electing incoming officers of the corporation. All business and records of the organization shall be transferred to the incoming Board and Officers at the end of the transitional meeting.
Section 3. Special meetings. Special meetings of the Board of Directors for any purpose or purposes shall be called by the President or at the written request of any director. Such request shall state the purpose(s) of the proposed meeting. The President of this corporation shall give notice of all special meetings to each director, stating the time and place thereof, and the purposes for which such meeting is convened, by mail (postage prepaid), not less than five nor more than sixty days before the meeting, excluding the day of the meeting, to the director's last known address, or b)- personally delivering or telephoning the director such notice, no later than two days prior to the day of the meeting. The business transacted at all special meetings of directors shall be confined to the subject(s) stated in the notice and to matters germane thereto, unless all directors of the corporation are present at such meeting and consent to the transaction of other business.
Section 4. Notice. A Director may waive notice of a meeting of the Board, and such waiver is effective whether given in writing, orally, or by attendance. Attendance by a Director at a meeting is a waiver of notice of that meeting, unless the Director 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.
Section 5. Quorum. A majority of the number of Board of Directors' seats which are not vacant shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the directors present at such meeting shall be the act of the Board except where otherwise provided by statute or these By-laws. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the proportion or number otherwise required for a quorum.
Section 6. Written action (action without meeting). Any action permitted to be taken at a meeting of the directors may be taken by written action signed by all of the directors entitled to vote on the action.
Section 1. Officers. The officers of this corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be chosen from, and at all times be independently serving as, members of the Board of Directors. The President and Vice-President shall be residents of the Neighborhood.
Section 2. Method of selection. See Article 11, Section 2 of these by-laws for method of initial election. Any vacancy occurring in an officer's seat shall be filled by a majority vote of all remaining board members.
Section 3. Tenure of office and removal. The term of office of each of the offices of this corporation shall be for one year or until the election of successors. Any officer may be removed at any time prior to the expiration of his or her term by a majority vote of the Board of Directors.
Section 4. President. The President shall have general active management of the business of the corporation; when present, preside at meetings of the board and of the members: see that orders and resolutions of the board are carried into effect: sign and deliver in the name of this corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation. except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this corporation's organizational documents or by the board to another officer or agent of the corporation; maintain records of and, when necessary, certify proceedings of the board and the members; and perform other duties prescribed by the board.
Section 5. Vice-President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers and restrictions of the President.
Section 6. Secretary. The Secretary shall maintain a list of the members of the corporation, keep the corporation's records and minutes, fulfill the usual duties required by such office, and perform such other duties and exercise such other powers as may from time to time be imposed upon that position by resolution of the board.
Section 7. Treasurer. The Treasurer shall keep accurate financial records for the corporation, deposit money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board; making proper vouchers for the deposit; endorse for deposit notes, checks and drafts received by the corporation as ordered by the board, disburse corporate funds and issue checks and drafts in the name of the corporation, with his or her own and another officer's signature or as otherwise ordered by the board; and upon request, provide the President and the board an account of transactions by the Treasurer and of the financial condition of the corporation.
Section 1. Authority. The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors, and shall at all times be subject to the control and direction of the Board of Directors. Committee members need not be Directors.
CONFLICT OF INTEREST/INDEMNIFICATION
Section 1. Director conflicts of interest. This corporation shall not enter into any contract or transaction with (a) one or more of its directors, officers, or a member of the immediate family of its director or officer, (b) a director or officer of a related organization, or a member of the immediate family of a director or officer of a related organization, or (c) an organization in or of which the corporation's director or officer, or member of the immediate family of its director or officer, is a director, officer, legal representative or has a material financial interest, unless the material facts as to the contract or transaction and as to the interest of the director(s) or officer(s) 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 the affirmative vote of a majority of the directors (not counting any vote that the interested director or officer might otherwise have, and not counting the interested director or officer in determining the presence of a quorum.) The Board of Directors shall adopt a policy specifying procedures to be followed by the corporation to approve any transactions where a conflict exists. Failure to comply, with this Section shall not invalidate any contract or transaction to which this corporation is a party.
Section 2. Conflicts of interest: definitions. For purposes of the prior section, "immediate family encompasses the following individuals: spouses, domestic-partners-in-fact, parents, children, children's spouses or children's domestic-partners-in-fact, siblings, or spouses or domestic-partners in-fact of siblings. "Domestic-partner-in-fact"' is used with respect to those designated as the intended life partner of an individual or otherwise identified as being related to that individual through intended long term ties of love. Affection, responsibility and commitment common to those undertaken in marriages recognized by the State, regardless of whether such relationship is defined by or otherwise recognized by any governmental authority. "Material financial interest" encompasses. but is not limited to, an individual's relationship to an organization with respect to which rights of the individual exist, whether or not vet vested, for payment of dividends, profitsharing, compensation, reimbursement of expenses. repayment of obligations or other liabilities, from the organization, but for purposes of the prior section "material financial interest" does not include fixing the compensation of the director or fixing the compensation of another director as a director, officer, employee, or agent of the corporation, even though the first director is also receiving compensation from the corporation.
Section 3. Insurance. This corporation may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or member of a committee of this corporation against any liability asserted against such person and incurred by such person in any such capacity.
Sections 4 thru 6 of this Article (concerning indemnification) are incorporated by reference from the separate Attachment A to these By-laws.
The Sheridan Neighborhood Organization will not tolerate or support discrimination of any kind. The programs and activities of SNO shall not discriminate against any resident, property owner. or business because of: race; color; creed; religion; ancestry; national origin; sex; affectional preferences; physical, mental or emotional disability or other handicap; age; marital status; or status with regard to public assistance. SNO will ensure that its organizational and employment practices are free from such discrimination.
Section 1. Fiscal year. The fiscal year of the corporation shall be from January I to December 3 1.
Section 2. Electronic communications. A director or committee member may participate in a meeting by any means of communication through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting. A conference among directors or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the Board of Directors or committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
Section 3. Conflict of interest policy. The need for a conflict of interest policy that officers and Directors shall adhere to is established by Article VII, Section 1 of these By-laws. In light of same, such a policy (for officers, Directors, and staff) shall be established and annually reviewed by the Board of Directors. At a minimum, such policy shall require the certification by all individuals who are subject to it that they have read the policy and agree to abide by it, and along with same, shall provide on at least an annual basis to the Secretary of this corporation a list of all organizations and individuals who comprise their "immediate family" or with whom they have a %'material financial interest" as such terms are defined in Article Vil, Section 2 of these By-laws.
Section 1. Amendment by Directors. The Board may amend these By-laws, except for actions to adopt, amend, or repeal a By-law fixing a quorum for meetings of voting members, prescribing procedures for removing voting members, filling vacancies in the Board, or fixing the number of directors or their classifications, qualifications, or terms of office, by adopting a resolution by two thirds vote setting forth the amendment. Any By-law amendment to increase or decrease the vote required for a membership action must be approved by the voting members. In all respects, the power of the Board to amend these By-laws shall remain subject to the power of the membership.
Section 2. Amendment by voting members. The membership may amend the By-laws by adopting a resolution setting forth the amendment: same must be proposed by at least 30 members, or the Board of Directors.
Section 3. Notice. Notice of proposed action to amend these By-laws. whether by Board or voting members' act, shall be given at least 30 days in advance of the meeting at which such action will occur, specifying the full text of the proposed amendment(s).
Section 4. Indemnification: Coverage. To the full extent permitted by any applicable law [note no dollar limit here], and subject to the procedural limitations noted in Section 6, following, this corporation shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of this corporation, against the, expenditures enumerated in Section 5, herein, by reason of the former or present capacity of the person as:
(a) a director, officer, employee, or member of a committee of this corporation, or
(b) a governor, director, officer, partner, trustee, employee or agent of another organization
(including employee benefit plans), who while a director, officer, employee, or member of a committee of this corporation, is or was serving another organization at the request of this corporation, or whose duties as a director, officer, employee, or member of a committee of this corporation involve or involved such service to another organization.
Section 5. Indemnified expenditures. Indemnification is mandatory, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:
5.1 has not been indemnified by another organization or employee benefit plan for the same liability described in the preceding paragraph with respect to the same acts or omissions,
5.2 acted in good faith,
5.3 received no improper personal benefit and section 317A.255 of Minnesota Statutes
2000, as now enacted or hereinafter amended, regarding conflicts of interest, has been satisfied;
5.4 in the case of a criminal proceeding, did not have reasonable cause to believe the conduct was unlawful; and
5.5 in the case of acts or omissions occurring by a director, officer, employee, or member of a committee of this corporation acting in such official capacity, reasonably believed that the conduct was in the best interests of this corporation, or in the case of acts or omissions occurring by a director, officer, employee, or member of a committee of this corporation who is or was serving another organization at the request of this corporation, or whose duties as a director, officer, employee, or, member of a committee of this corporation involve or involved such service to another organization. reasonably believed that the conduct was not opposed to the best interests of this corporation.
Section 6. Indemnification: Eligibility, advances, and ancillary recovery. Any indemnification realized other than under this Article shall apply as a credit against the indemnification provided herein.
6.1 Determination of eligibility for indemnification payments or advances shall be made in accord with section 317A.521, subd. 6 of Minnesota Statutes, 2000, as now enacted or hereinafter amended. In essence, same provides that whether a person is entitled to payment or reimbursement of expenses in advance of the final disposition of the relevant proceedings shall be made:
6.1.1 by the board by a majority of a quorum; directors who are at the time parties to the proceeding are not counted for determining a majority or the presence of a quorum;
6.1.2 if a quorum under 6.1.1 cannot be obtained. by a majority of a committee of the board, consisting solely of two or more directors not at the time parties to the proceeding, duly designated to act in the matter by a majority of the full board including directors who are parties;
6.1.3 if a determination is not made under 6.1.1 or 6.1.2, by special legal counsel, selected either by a majority of the board or a committee by vote constituted under 6.1.1 or 6.1.2, respectively, or, if the requisite quorum of the full board cannot be obtained and the committee cannot be established, by a majority of the full board including directors who are parties;
6.1.4 if a determination is not made under 6.1-6.3 preceding, by the members with voting rights, other than members who are parties to the proceeding; or
6.1.5 if an adverse determination is made under 6.1.1-6.1.4 preceding, or 6.2 following, or if no determination is made within 60 days after the termination of a proceeding or after a request for an advance of expenses, by a court in this state. which may be the court in which the proceeding involving the person's liability took place, upon application of the person and notice the court requires.
6.2 With respect to a person who is not, and was not at the time of the acts or omissions complained of in the proceedings, a director, officer, or person having, directly or indirectly, the power to direct or cause the direction of the management or policies of the corporation, the determination whether indemnification of this person is required because the criteria in Section 4 of this Article has been satisfied and whether this person is entitled to payment or reimbursement of expenses in advance of the final disposition of a proceeding under section 317A.521. subd. 3 of Minnesota Statutes (2000) may be made by an annually appointed committee of the board having at least one member who is a director (said committee shall report at least annually to the board concerning its actions.)
6.3 [Optional limit on advances, requiring insurance indemnification before same are paid:] Advances of expenses incurred which are payable under Section 4 of this Article shall not be made prior to a final disposition of a proceeding unless same are paid from insurance policies held by the corporation.
Amended bylaws approved November 25, 2002
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