1. Corporation Name -The name of the corporation is Snelling-Selby Area Business Association.
2. Corporate Purpose - The purpose of this corporation is as set out in the Articles of Incorporation.
3. Registered Office - The registered office Of the corporation shall be located at 176 Snelling Avenue North, St. Paul, Minnesota 55104-6386, until otherwise changed by the Board of Directors.
4. Certain in Limitations on Corporate Activities - A substantial part of the activities of this corporation shall not consist in expenditures for participation or intervention in a political campaign on behalf of any candidate for public office or in connection with any attempt to influence the general public or segments thereof with respect to legislative matters, elections or referendums. Further, no expenditures shall be made in connection with direct attempts to influence legislation that is not of a direct business interest to the taxpayer. The corporation shall not afford pecuniary gain to its members, incidentally or otherwise. No part of its net earnings shall inure to the benefit of any member, director or officer of the corporation or any private individual, except that reasonable compensation may be paid for services rendered to or for the corporation in the performance of its corporate purpose. No member, director or officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporations assets on dissolution of the corporation.
(a) The members of this corporation shall be composed of business and professional people and entities located within the authorized geographic area of this corporation who desire to belong, and who have paid the required dues. Any number of individuals from an entity member may be members.
(b) Voting Rights. Each member shall have voting rights consisting of one vote for each member.
(c) Dues. Each individual or entity member shall pay annual dues in the amount of One-hundered and 00/100 Dollars ($100.00), and each Associate Member (i.e., individual members from an entity member) shall pay annual dues in the amount of Twenty-five and 00/100 Dollars ($25.00), or such different amounts as may hereinafter be fixed, from time to time, by the Board of Directors.
(d) Geographic Area of Corporation - The geographic area of this corporation shall be, generally, the Area defined as follows:
North - to Interstate Highway 94
East - to Hamline Avenue
South - to Summit Avenue
West - to Fairview Avenue,
Or, such other extension thereof as the Board of Directors may authorize from time to time.
(e) Expulsion - Any member may be expelled from this corporation for non-payment, when due, of dues. Non-payment of dues shall constitute automatic expulsion from the corporation.
6. Meeting of Members
(a) Annual Meeting. The annual meeting of the members of the corporation, for which provision is hereinafter made, shall be held on the date set each year by the Board of Directors.
(b) Special Meetings. Special meetings of the members, as provided in Minn. Stat. 317A.433, may be called at any time, for any purpose, by (i) the president or vice president;(ii) the Board of Directors, or (iii) one-third (1/3) of the members. A person or group entitled to call a special meeting may make a written request to the president, vice president or secretary to call the meeting. Such officer shall, within thirty (30) days of receipt of said request, give notice of the meeting to be held not more than ninety (90) days after receiving the request. If the officer fails to give notice of the meeting within said thirty (30) days from the date on which the request was made, the person who requested the meeting may call the meeting, fixing the time in the manner provided by these by-laws and giving notice thereof.
(c) Place of Meetings. Meetings of the members shall be held at any place within or without the State of Minnesota designed by the president or the Board of Directors.
(d) Notice of Meetings. Notice of every annual and every special meeting, stating the time, place and purpose thereof, shall be mailed to each member directed to each member at such member's address as it appears on the records of the corporation. Notice to each entity member shall suffice as notice to each of said entity's Associate Members. Notice of such meeting shall be no less than seven (7), nor more than forty-five (45) days before such meeting.
(e) Quorum Requirements. One third (1/3) of all voting members shall constitute a quorum for the transaction of business at any meeting of members. When a quorum is not present, any meeting may be adjourned from time to time for that reason.
(f) Adjournment. When a meeting of the members is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
(g) Action Without a Meeting. Any action that may be taken at a meeting of the members may be taken without a meeting if authorized in a writing signed by all the members who are entitled to notice of a meeting called for the purpose of taking such action.
(H) Irregular Meetings: Validation. When written consent of all the members who were entitled to notice of a meeting has been obtained, an irregular meeting, with any action taken at such meeting, is validated.
(a) Board of Directors. The affairs of the corporation shall be managed by a Board of Directors of not less than eight (8) nor more than twelve (12) individual members in good standing, four (4) of whom shall be the president, vice president, secretary and treasurer. The remaining members of the Board of Directors shall be elected by a majority vote of those attending the annual meeting of the members.
(b) Election and Tenure. The members shall elect the directors. The term of office of a director is two years. A director shall hold office for the term for which he or she has been elected and until his or her successor has been elected and qualified, except in cases of resignation or removal.
If the office of any director becomes vacant by reason of death, resignation, disqualification or removal from office or otherwise, the majority vote of the remaining directors may choose a successor or successors, who shall hold office for the unexpired term in respect to which such vacancy occurred.
(c) Meetings. The Board of Directors shall meet at least six (6) times during the year following their election and the president shall be charged with the responsibility of calling and conducting the aforementioned minimum number of meetings each year. Board members must maintain an active status by attending a minimum of 4 meetings per year.
(d) Quorum. A majority of the directors shall constitute a quorum.
(e) Executive Committee. The Board of Directors may designate two or more of its members to constitute an executive committee. An executive committee has such authority as determined by the Board of Directors. The executive committee shall act only in the interval between meetings of the Board and at all times shall be subject to the control and direction of the Board.
(a) Designation and Election. The officers of the corporation shall be the president, vice president, secretary and treasurer and such other officers (with such powers and duties) as may be determined by the Board of Directors. The officers shall be elected annually by the members at the annual meeting of members. Any officer so elected shall hold office until the annual meeting of members next succeeding and until the election and qualification of his or her successor, except in cases of resignation or removal.
(b) President. The president shall preside at all meetings of members and of the Board of Directors and shall have and exercise general charge and supervision of the affairs of the corporation and do and perform such other duties as may be assigned to him or her by the Board of Directors.
(c) Vice President. At the request of the president or in the event of his or her absence or disability, the vice president shall perform the duties and possess and exercise the powers of the president and shall have such other powers as the Board of Directors may determine.
(d) Secretary. The secretary shall have charge of the records of the corporation and in general shall perform all the duties incident to the office of secretary, subject to the control of the Board of Directors, and do and perform such other duties as may be assigned to him or her by the Board of Directors.
(e) Treasurer. The treasurer shall have custody of all funds of the corporation, subject to such regulations as may be imposed by the Board of Directors, and shall in general perform all the duties incident to the office of treasurer, subject to the control of the Board of Directors.
9. Certain Records - The corporation shall keep at its registered office correct and complete books of account and minutes of proceedings of all meetings of (a) the members, (b) the Board of Directors, and (c) all committees having any of the authority of the Board of Directors. A member, acting in person or by agent or attorney, may inspect all books and records for any proper purpose at any reasonable time. Upon the request of any member, the corporation shall furnish such member with 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 such accounting period.
10. Amendments to By-Laws - These by-laws may be amended from time to time in the discretion of and by the Board of Directors.
These By-Laws adopted by Resolution of the First Meeting of Incorporator and Directors dated 1/3/96.