Lowry Hill East Neighborhood Association By-Laws
(Approved June 13, 1996)
(Amended section 2.01 by vote of the general membership April 2003)
(Amended section 2.02 and section 8.04 by a vote of the general membership April 2014)
(Amended section 5.05 by a vote of the general membership September 2014)
Article 1 – Name
The name of this organization is the Lowry Hill East Neighborhood Association (“Association”).
Article 2 – Membership
Sec 2.01 Any natural person who is a resident of Minnesota who lives in the neighborhood and any legal entity which is organized or incorporated under the laws of the State of Minnesota shall be eligible for membership in this Association.
Sec 2.02 Those members of the Association living within the neighborhood (as defined in Article 2, Articles of Incorporation: Lowry Hill East Neighborhood Association) or owning property within the neighborhood, or owning a business located in the neighborhood shall be voting members. However, not more than one non=property-owning business owner may serve on the Board at any given time. Voting rights shall be verified by the membership records and be subject to election rules determined pursuant to section 3.06 hereof.
Article 3 – Meetings of the Members
Sec. 3.01 The Annual meeting of the members of the Association will be held in the spring of each year.
Sec. 3.02 Monthly meetings of the members of the Association will be determined by the Board of Directors.
Sec. 3.03 Special meetings of the members of the Association may be called at any time by the Board of Directors, or by the President or upon written petition by six members.
Sec. 3.04 Notice of each meeting of the members of the Association stating the time, the place and, in the case of a special meeting, the purpose, will be given in any manner as the Board of Directors may determine to each Board member.
Sec. 3.05 At all meetings of the members of the Association, each voting member will have one vote on any questions coming before the meeting, including the election of members of the Board of Directors of the Association. Members must vote in person and not by proxy.
Sec. 3.06 The presence of one third or 50 members of record of the Association, whichever is the smaller number, will be necessary to constitute a quorum at any meeting of the members of the Association, but a majority vote of those present, at any meeting, though less than quorum, may adjourn the meeting, from time to time, without further notification to any member present or absent. A majority vote of the members present, if a quorum is present, will be sufficient to elect Directors and to transact any other business, except as otherwise stated in these By-laws or in the Articles of Incorporation, is applicable. Upon demand of one-third of those members and others present at any meeting shall be by written ballot. The Directors will serve as interpreters of election at any meeting. Specific rules for each annual election will be established at least one board meeting prior to the annual meeting for which the rules are established, or the previous year’s rules will be used in that election.
Sec. 3.07 The order of business at the Annual meeting of the members of the Association will be determined by the Board of Directors.
Article 4 – Directors
Sec. 4.01 The business and the property of the Association will be managed and controlled by a Board of Directors, and that number of Directors will be eleven.
Sec. 4.02 Directors will be elected at each Annual meeting of the members for two year terms. Each Director, when elected, must be a member of the Association.
Sec. 4.03 An Ad Hoc Search Committee will be set-up prior to the election of any new board members to solicit and recruit candidates for open board director positions.
Sec. 4.03 The number of Directors may be increased or decreased by amendment to these By-laws, but when the number of Directors is decreased, each director in office will serve until her/his term expires or until her/his resignation, whichever is earlier.
Sec. 4.04 The Board of Directors may retain such clerical, professional, and/or consultative assistance as it deems necessary to carry out the purpose and functions of the Association in accordance with the annual budget of the Association.
Sec. 4.05 Vacancies on the Board of Directors shall be filled by vote of the Board of Directors at their next succeeding monthly meeting, not the next Annual meeting.
Sec. 4.06 No proxy voting is permitted.
Article 5 – Meetings of Directors
Sec. 5.01 The Board of Directors will meet monthly at such place and time as the Directors may determine.
Sec. 5.02 Special meetings of the Board of Directors may be called at any time by any two members of the Board of Directors.
Sec. 5.03 Written notice of each meeting of the Board of Directors, stating the time, the place and the purpose, will be mailed or delivered to each Director not less than 5 days nor more than 30 days before the meeting. Alternately, inclusion of the notice in The Wedge shall fulfill the requirements of this section.
Sec. 5.04 The presence of a majority of the Directors present at any meeting will be sufficient to transact business.
Sec. 5.05 This organization recognizes that authenticated electronic communication which meets the requirements of this section may legally satisfy written record and signature requirements necessary for valid records, signatures, and contracts. Authenticated communications are those communications that set forth information from which the organization can reasonably conclude that the communication was sent by the purported sender and are delivered to the principal place of business of the organization, or to an officer or agent of the organization who is authorized by the organization to receive the communication.
Any action that may be taken by the Board of Directors may be taken without a meeting, when authorized in writing by 2/3s of the Directors. Any action required or permitted to be taken at a Board meeting may be taken by written action signed by the number of Directors that would be required to take the same action at a meeting of the Board of Directors at which all Directors were present. All Directors entitled to vote shall be notified immediately of the action’s text and effective date. The failure to provide such notice, however, shall not invalidate such written action. A Director who has not signed or consented to the written action has no liability for the action or actions taken thereby. A written action is effective when it is signed by all of the Directors required to take the action unless a different effective time is provided in the written action. Any action taken without a meeting will be presented as such in the Minutes of the next full Board Meeting immediately following the action.
Article 6 – Officers
Sec. 6.01 The principal officers of the Association will be a President, Vice-President, a Secretary and a Treasurer, all of whom will be elected by the Board of Directors from among members of the Board of Directors at its FIRST regular meeting after the Annual meeting.. The officers will hold office at the pleasure of the Board of Directors.
Sec. 6.02 The Board of Directors may appoint any other officers as in its judgment may be necessary.
Sec. 6.03 The President will be the chief executive officer of the Association. She/he will preside at all meetings of the members of the Association. She/he will have general supervision, direction and management of the affairs of the Association. She/he will execute on behalf of the Association all written instruments that may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of the except to the extent that the Board of Directors may delegate such authority to others.
Sec. 6.04 The Vice-President will have all the powers and will perform the duties of the Executive Vice-President in case of the President’s absence or disability. The execution by the Vice-President on behalf of the Association of any written instrument under such circumstances will have the same force and effect as if it were executed on behalf of the Association by the President.
Sec. 6.05 The Secretary will record all proceedings of the meetings of the members of the Association and of the Board of Directors. She/he will give or cause to be given all notices of meetings of members of the Association and of the Board of Directors and all other notices required by law or by these By-laws. In case of her/his absence or refusal or neglect to do so, any such notice may be given by the President, Vice-President. The Secretary will be the custodian of all books, correspondence, minutes and papers relating to the business of the Association, except those of the Treasurer, the Secretary will present at each annual meeting of the members of the Association a full report in a general way of the transactions and affairs of the Association for the preceding year and will also prepare and present to the Board of Directors from time to time such reports as they may desire and request. Minutes are not official until they are approved by the Board of Directors.
Sec. 6.06 The Treasurer shall have the care and custody of the funds and securities of the Association. The Treasurer shall keep or cause to be kept full and accurate account receipts and disbursements in books belonging to the Association and shall cause all moneys of the Association to be deposited in the name and to the credit of the Association in such depositories as may be designated from time to time by the Board of Directors. The Treasurer shall render to the President and the Board of Directors, at all times as either or both of them may require, an account of all his transactions as treasurer and of the financial condition of the Association. If required by the Board of Directors, the Treasurer shall execute and deliver to the Association a bond in such form with such sureties and upon such conditions ass may be satisfactory to the Board of Directors; but the Association shall pay the cost of such bond. The Treasurer may delegate any or all of the foregoing duties to one or more assistants satisfactory to the Board of Directors.
Sec. 6.07 Any officer of the Association also will perform any duties assigned to her/him in accordance with the terms of Article 9.
Sec. 6.08 Any officer of the Association, in addition to the powers conferred upon her/him by these by-laws, will have such additional powers and perform such additional duties as may be prescribed from time to time by the Board of Directors. This is subject to withdrawal at any time by the Board of Directors.
Sec. 6.09 No director may vote on a matter before the Board if that Director shall own an interest in the property which is the subject of that vote. The board may rule to disallow a Board Director to vote on matters if it feels there is a conflict of interest between the Board Director and the issue before the Board. A 2/3 majority of those present is required for such election.
Sec. 6.10 The Wedge newspaper so long as it is supported by the Association, shall be managed by an editor who shall be appointed Editor to serve at the pleasure of the Board of Directors.
Article 7 – Committees
Sec. 7.01 The Association will have committees as determined by the Board of Directors and/or members of the Association.
Sec. 7.02 The Board of Directors shall appoint one member of the Board to each committee. The Board members shall act as head of or liaison to the committee.
Sec. 7.03 Each Committee will hold such meetings at such time and places as may be specified by the chairperson. The same rules that govern meetings of the Board of Directors, specified in Sec. 5.03 will govern the meetings of each committee.
Sec. 7.04 Committees are not authorized to make decisions unless they are empowered by the Board.
Article 8 – Resignations, Removals and Vacancies
Sec. 8.01 Any Director may be removed at any time, for cause by 2/3 of the Board of Directors.
Sec. 8.02 Any Board member missing two unexcused Board meetings in any calendar year shall be automatically removed from the Board. Excused absences will be granted only in advance by the President, Vice-President, or Secretary of the Board of Directors.
Sec. 8.03 Any Director, officer or committee chairperson may resign at any time. Such resignation must be made in writing and will take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation under any provision of Article 8 will not be necessary to make it effective.
Sec. 8.04 Any Board member who ceases to be eligible as a member of the Association shall be unable to run for re-election. Board members who have become ineligible by moving their residence or business to an adjoining Minneapolis neighborhood may, at the Board’s discretion, choose to continue serving on the Board of Directors for a period of time not to exceed six months, so long as they refrain from serving on any other neighborhood board.
Sec. 8.05 Vacancies of the Board of Directors for cause, newly created directorships resulting from an increase in the number of Directors and vacancies in any office or committee chairperson for any cause shall be filled in the manner prescribed in Article 4, hereof, for the unexpired portion of the term of such directorships, office or committee chairperson.
Sec. 8.06 Any Board member removed twice from previous Boards is ineligible to be elected to the Board of Directors again.
Article 9 – Contracts, Checks, Accounts, Deeds, Mortgages, Etc.
Sec. 9.01 The Board of Directors may authorize any 2 officers of the Association to enter into any contract or execute and deliver any instrument in the name of and behalf of the Association and any such authority may be general or confined to specific instances, and unless so authorized by the Board of Directors, no officer will have any power or authority to bind the Association by any contract or engagement or to pledge its credit or render it liable pecuniary for any purpose to any amount.
Sec. 9.02 No loans will be contracted on behalf of the Association unless specifically authorized by the Board of Directors.
Sec. 9.03 All funds of the Association will be disbursed under such general rules and regulation as the Board of Directors may from time to time determine. All checks, drafts, or other orders for the payment of money, notes of other evidence of indebtedness issued in the name of the Association must be signed by any 2 officers, in such manner as will be from time to time determined by the Board of Directors, or by one officer who is not the Editor for ordinary and recurring expenses associated with the Wedge newspaper for amounts less than $400.
Sec. 9.04 Except to the extent that the Board of Directors may delegate such authority to others, the Treasurer will endorse on behalf of the Association, when necessary and proper, all checks, drafts, notes and other obligations and evidences of the payment of money payable to the Association coming into her/his possession, and will deposit the same together will all other funds of the Association coming into her/his possession, in such financial institution or institutions as may be selected by the Board of Directors.
Article 10 – Fiscal Year
The fiscal year of the Association will commence on January 1, and expire on December 31, of each year, or will be such other fiscal year as may be fixed by the Board of Directors.
Article 11 – Waiver of Notice
Any member, Director of officer of the Association may make written waiver of notice before, at or after any meeting. The waiver must be filed with the person who has been designated to act as Secretary of the meeting. Such person will enter the waiver upon the records of the meeting. Appearance at a meeting is deemed a waiver unless it is solely for the purpose of asserting the illegality of a meeting.
Article 12 – Indemnification of Directors and Officers
Each Director and officer of the Association, whether or not in office, will be indemnified by the Association for any act or omission that was in good faith, within the scope of the person’s duties and did not constitute willful or reckless misconduct.
Article 13 – Location
The registered office and location at which the general business of the Association will be transacted and the corporate records will be kept will be determined by the Board.
Article 14 – Amendment
The By-Laws and the Articles of Incorporation, if applicable of the Association may be altered, emended or repealed to include or omit any provisions which it could lawfully include or omit at the time the amendment is made, at any meeting of the members of the Association by the vote of 2/3 of the members present at the meeting, provided that the proposed action is inserted in the notice of such meetings.
Article 15 – Construction
These by-laws will be constructed in accordance with the laws of the State of Minnesota.