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ST. LOUIS RIVER CITIZENS ACTION COMMITTEE
This instrument constitutes the Bylaws of the St. Louis River Citizens Action Committee, adopted for the purpose of regulating and managing the internal affairs of the Corporation.
The Corporation shall not have a seal.
Section 2.1. The membership of the Corporation shall consist of six classes of members: (1) individual, (2) family-household, (3) organization-club-school, (4) business, (5) municipality-government agency and (6) sponsor. Membership is attained by paying annual dues. The amount of the annual dues shall be set by the Board of Directors. Memberships are not transferable. Each member, regardless of classification, shall have one vote.
Section 2.2. Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the Board.
Section 2.3. A meeting of the Members shall be held annually in January in each year at such day and time as the Board of Directors shall determine. At the annual meeting, Members shall elect Board members and shall vote whether to accept the annual budget presented by the Board. Election of Directors shall be the first item of business at the annual meeting.
Section 2.4. Meetings of the Members may be called at any time by the Board of Directors, by the Executive Committee, or by the request of at least ten percent (10%) of the Members. Such request by the Members shall be made by written notice to a Co-Chair or Secretary of the Corporation and shall specify the purpose of the meeting. Within thirty (30) days after receipt of the request, the Board or the Executive Committee shall cause a meeting to be called and held no later than forty-five (45) days after receipt of the request at the expense of the Corporation. Agendas for such meetings shall be set by the Board of Directors and shall include the matter(s) requested by special action of at least 10 percent (10%) of the membership. Members may suggest items to be placed on the agenda of any meeting. The public shall be invited to such meetings.
Section 2.5. Unless otherwise required by law or the Articles or Bylaws of this Corporation, notice of all Member meetings must be given at least fourteen (14) and not more than thirty (30) days before the meeting. The notice must contain the date, time and place of the meeting along with an agenda. Announcements of the meeting shall also be sent to local newspapers, in which the general public will be invited to attend.
Section 2.6. Unless otherwise provided by law or by these Bylaws, a quorum for a meeting of Members is twenty-five percent (25%) of the Members entitled to vote at the meeting, or twenty (20) Members, whichever is less, except that where a larger quorum is required by law, the smallest quorum allowed by law shall constitute a quorum.
Section 2.7. 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 majority of the Members present at a duly held meeting.
Section 2.8. All Members, regardless of class, shall be entitled to one vote on any matter properly presented to the Members. Voting by written proxy signed by a Member shall be permitted.
Section 2.9. An action required or permitted to be taken at a meeting of the Members may taken without a meeting by written action signed by all of the Members entitled to vote on that action. The written action is effective when it has been signed by all of those Members, unless a different effective time is provided in the written action.
Section 3.1. The affairs of the Corporation shall be
managed by or under the direction of a Board of Directors elected by the
Members. Individuals serving on the Board must be Members in good standing.
The Board may appoint an Executive Director to handle the day-to-day operations
of the Corporation.
Section 3.3. The first Board of Directors shall have staggered terms decided by a process of random selection. One-third of the first Board of Directors shall have one-year terms, one-third shall have two-year terms, and one-third shall have three-year terms. Thereafter, all Directors shall serve terms of three (3) years. Board members are eligible for re-election.
Section 3.4. At all meetings of the Board of Directors, one-third of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 3.5. Except where otherwise required by law, the Articles or these Bylaws, the affirmative vote of the majority of the Directors present at a duly held meeting shall be sufficient for any action.
Section 3.6. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of Directors required to take the same action at a meeting of the Board of Directors at which all Directors were present. The written action is effective when signed by the required number of Directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the Directors, all Directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action.
Section 3.7. The Board of Directors shall have regular
meetings at such times and places as it shall establish by resolution.
Notice of regular meetings shall be given either by announcement of date,
time and place at the previous Board meeting or by notice given at least
seven (7) days prior to the meeting. The Board of Directors shall meet
at least annually, at such time and place as may be designated by resolution
of the Board of Directors.
Section 3.9. Special meetings of the Board of Directors may be called at any time upon request of a Co-Chair, or one-third of the Directors, provided that any such request shall specify the purpose or purposes for the meeting. One of the Co-Chairs shall set the date for the special meeting within three (3) working days of making or receiving such a request and shall give not less than seven (7) days written notice of the time, place and purpose of such special meeting.
Section 3.10. The Board of Directors may hold their meetings at such places as a majority of the Directors then in office may from time to time appoint. Upon failure to appoint any other place, such meeting shall be held at the registered office of the Corporation.
Section 3.11. When a vacancy on the Board exists, nominations for new Directors shall be given by the Members at large to the Secretary at least three weeks in advance of a Board meeting. These nominations shall be sent to Board members with the regular Board meeting announcement, to be voted upon at said Board meeting. The Director elected to fulfill the vacancy shall serve only the unexpired portion of the term. (Section 3.11 suspended)
Section 3.12. A Director may resign at any time by giving written notice of his or her resignation to the Secretary. The resignation is effective when received by the Corporation, unless a later date has been specified in the notice.
Section 3.13. A Director may be removed from office, with or without cause, by the affirmative vote of at least seventy-five percent (75%) of the Directors; provided that not less than fifteen (15) days and not more than (30) days notice of such meeting stating that removal of such Director is to be on the agenda for such meeting shall be given to each Director.
Section 3.14. The Members shall elect an Executive Committee of the Board made up of the four officers and three to five other members of the Board of Directors who are not officers. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the management of the business of the Corporation in the intervals between meetings of the Board, subject to the direction and control of the Board of Directors.
Section 3.15. The Board of Directors shall elect an Audit Committee annually. The Audit Committee shall review the performance of the Treasurer, work with the Treasurer to provide annual financial reports to the Board, which shall be submitted no later than March 31, and assist the Treasurer in making the financial records of the Corporation available to the membership, Board members and the public. The Board of Directors may establish such other committees having authority of the Board in the management of the business of the Corporation to the extent determined by the Board.
Section 3.16. Whenever under the provisions of these Bylaws notice is required to be given to any Director, it shall be construed to require personal notice, but such notice may be given in writing by mail by depositing it in a post office or letter box in a post-paid, sealed wrapper addressed to such Director or committee member at his or her last known address; or by prepaid telegram or telegraphic letter addressed to such Director similarly addressed; or by electronic facsimile transmission addressed to such Director at his or her last know facsimile number, and such notice shall be deemed to have been given at the time when thus mailed, deposited in the telegraph office or electronically transmitted.
Section 3.17. Directors shall not be compensated for their duties as Directors, except that Directors may be reimbursed for reasonable expenses incurred on behalf of the Corporation.
Section 4.1. The officers of the Corporation shall be
two Co-Chairs, one being a resident of Wisconsin and the others a resident
of Minnesota, a Secretary, a Treasurer and such other officers as the
Board of Directors may, from time to time, appoint.
(a) Co-Chairs - The Co-Chairs shall preside at all meetings of the Board of Directors and the Members, and shall oversee the long-term goals and purposes of the Corporation. The Wisconsin Co-Chair shall preside at Board meetings held in Wisconsin and the Minnesota Co-Chair shall preside at Board meetings held in Minnesota, unless such Co-Chair is absent, in which case the other shall preside. The Co-Chairs shall also have general active management of the business of the Corporation, see that orders and resolutions of the Board of Directors are carried into effect, sign and deliver in the name of the Corporation legal instruments pertaining to the business of the Corporation, see that records of the Corporation are maintained, certify (when necessary) proceedings of the Board and Members, and perform such other duties as may be determined from time to time by the Board of Directors. All actions of the Co-Chairs shall be unanimous.
(b) Secretary - The Secretary shall attend all meetings
of the Board of Directors and membership and shall keep the minutes of
such meetings, distribute copies of the minutes and agenda to Board members,
give notices, prepare any necessary certified copies of corporate records
and perform such other duties as may be determined from time to time by
the Board of Directors.
Section 4.3. The officers shall be members of the Board of Directors.
Section 4.4. An officer may resign at any time by giving written notice to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective date is named in the notice.
Section 4.5. Any officer may be removed, with or without cause, by the affirmative vote of a majority of the Directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given.
Section 4.6. A vacancy in an office because of death, resignation or removal may be filled by the Board of Directors.
It is the responsibility of each officer and Director of this Corporation to discharge his or her duties as a Director in good faith, in a manner the person reasonably believes to be in the best interests of this Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 6.1. Any dues, contributions, grants, bequests or gifts made to the Corporation shall be accepted or collected only as authorized by the Board of Directors.
Section 6.2. All funds of the Corporation shall be deposited to the credit of the Corporation under such conditions and in such banks as shall be designated by the Board of Directors.
Section 6.3. All contracts, checks and orders for the payment, receipt or deposit of money, and access to securities of the Corporation shall be signed, delivered and maintained as provided by the Board of Directors.
Section 6.4. An annual budget of estimated income, income
expense and capital expense shall be developed by the Executive Committee
and submitted for approval by the Board of Directors.
Section 6.6. A summary report of the financial operation of the Corporation shall be made by the Treasurer at least quarterly to the Board of Directors.
Section 6.7. The fiscal year shall be the calendar year. Annual reports are required to be submitted by the Audit Committee to the Board no later than March 31, showing income, expenditures and pending income. The financial records of the Corporation are public information, and shall be made available to the membership, Board members and the public.
Section 7.1. The Corporation may, in its discretion, obtain a policy of insurance for which the proceeds can be used to indemnify the Corporation's Directors and officers.
Section 7.2. To the full extent permitted by the Minnesota nonprofit corporation act, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of the Corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, Director or officer of the Corporation, shall be indemnified by the Corporation against expenses actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that such indemnification shall be limited to that amount, if any, the Corporation recovers through a policy of insurance. The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws.
Section 7.3. Insurance and/or indemnification provided
by this article shall be in addition to and shall not negate or invalidate
any statutory or other immunity granted to corporate officers, Directors
These Bylaws may be amended by the members at large by a vote of a majority at a duly held meeting. Proposed changes to the Bylaws must be submitted to the Executive Committee, which shall provide the proposed amendment to the membership at least fourteen (14) days in advance of the meeting at which the amendment will be acted upon.
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