Sample By-Laws: Faribault
Current By-Laws Approved October 2014
BY – LAWS
FARIBAULT AREA CHAMBER OF COMMERCE AND TOURISM INC.,
FARIBAULT, MINNESOTA
ARTICLE I – NAME
Section 1. The name of this organization shall be Faribault Area Chamber of Commerce and Tourism Inc., under the laws of the State of Minnesota with principal place of business located in Faribault, Minnesota.
ARTICLE II – PURPOSE
Section 1. By implementing programs and strategies that help members, the Faribault Area Chamber of Commerce and Tourism enhances local business development and prosperity.
ARTICLE III – LIMITATION OF METHODS
Section 1. The Faribault Area Chamber of Commerce and Tourism shall adhere to all local, state, and federal laws which apply to a non-profit organization as defined in Section 501(c)6 of the Internal Revenue Code.
ARTICLE IV – MEMBERSHIP
Section 1. Business Members
Any business, firm, company, corporation or partnership having interest in the above purpose shall be eligible for membership.
Section 2. Associate Members
This category of membership shall be available to individuals, charitable organizations, civic groups and clubs. Associate members must not be eligible for full membership through a business entity. Associate members have all the same benefits of general members except they are not eligible to serve on the board of directors.
Section 3. Honorary Members
Exemplary service to the Faribault Area Chamber of Commerce and Tourism and to the community shall make an individual eligible to become an honorary member. Honorary members have all privileges of membership except holding office and are exempt from payment of membership dues. Honorary member status is given only by the Board of Directors majority vote. The Board of Directors can revoke honorary membership at any time.
Section 4. Application for Membership
Business and Associate members may be accepted for membership at any Board of Directors meeting. Applications must be received in writing or on a membership application form. The applicant’s signature shall be regarded as agreement with the purpose of the organization and an obligation for payment of membership dues as outlined on the current dues schedule.
Section 5. Voting Privilege
In the case of a vote or election of the membership, each full or associate member in good standing shall be entitled to cast one vote.
Section 6. Membership Suspension
The Board of Directors may suspend membership for cause or for nonpayment of dues.
- Three-fourths vote of all directors shall be necessary to suspend a member for cause
- A member may be suspended from membership for non-payment of dues when that member’s
account is 120 days past due.
- A suspended member shall have the right to appeal to the Board of Directors upon written request. The member must be allowed to make such an appeal at the next Board of Directors meeting within thirty days of the request.
- A suspended member may be reinstated upon the approval of the Board of Directors, payment of the current year’s annual dues, and payment of any outstanding dues or other payments to the Chamber or subject to any conditions imposed by the board.
Section 7. Resignation
Members may resign with written notice to the Board of Directors.
Section 8. Cancellation of Obligations
In the event of a member’s death, departure from the area, or in consideration of business changes, the
Board of Directors may cancel all dues and other financial obligations.
ARTICLE V – BOARD OF DIRECTORS
Section 1. Governance and Meetings
The governance of the Chamber, the direction of its work, the control of its property and the adoption of rules for conducting the business of the Chamber shall be vested in the Board of Directors. They shall determine their regular meeting time and place. Attendance is required at two of three meetings each quarter. Lack of attendance may be cause for removal from the board.
Section 2. Composition
The Board of Directors shall consist of no less than 9 and no more than 15 members comprised of 4 officers: (Chair, Past Chair, Vice Chair, Treasurer;) and duly selected directors.
Section 3. Duties
The Board of Directors shall have charge of the routine business of the Chamber. It shall have general charge of the finances and property of the Chamber and shall have authority to order disbursements in such amounts as shall not exceed the budget allowance for such work. The Board of Directors shall approve an annual budget of the estimated expenses of the Chamber.
Section 4. Ex-officio
The President of the Chamber shall serve as a director without vote.
Section 5. Terms of Directors
Board Members may serve no more than two consecutive three year terms, or a total of six years, unless a lapse of at least one year occurs from the previous full term as a director.
Section 6. Vacancies
The Directors shall have power to fill all vacancies on the Board.
Section 7. Quorum
A simple majority of the Board of Directors shall constitute a quorum at any meeting.
Section 8 Term
The Board of Directors shall be elected in the method provided herein and assume duties January 1 and serve through December 31 of the last year of the term.
Section 9. Nominating Committee
Before August 15 of each year the Chair of the Board shall appoint a Nominating Committee.
Section 10. Nominating Procedure
No later than September 1 of each year, the Nominating Committee shall notify the membership of the opportunity to submit candidates for nomination. The Nominating Committee shall allow at least 30 days for open nominations. The Nominating Committee shall submit to the Chair of the Board a slate of qualified candidates equal to the number of openings on the Board for the position of elected director.
Section 11. Election
The President shall present the slate of directors, recommended by the Nominating Committee, to the membership for approval.
Section 12. Petition
If a petition of 25 members is presented to the Board Chair for a candidate not on the slate recommended by the Nominating Committee, then the Chair of the Board shall appoint an Election Committee to conduct a ballot vote of the general membership to be concluded no later than Oct 31. The candidates receiving the highest number votes shall be considered elected.
Section 13. Conflict of Interest
The Board of Directors has adopted a conflict of interest policy requiring board members, officers and key employees to annually disclose potential conflicts. The board will regularly and consistently monitor and enforce compliance with the policy included in the addendum to these by-laws.
ARTICLE VI MEMBERSHIP MEETINGS
Section 1. Meetings
The Board of Directors may hold membership meetings whenever it may be considered necessary or desirable.
Section 2. Petitioned Meetings
The Board of Directors shall call a membership meeting upon receiving a petition signed by not less than10 percent of the members.
Section 3. Annual Meeting
The Board of Directors shall hold an annual meeting to review the annual report. This meeting shall be open to all members.
Section 4. Annual Report
An annual report of the Chamber shall be issued to all members following Board review.
Section 5. Notice
Notice of membership meetings shall be given to each member at least five days in advance of day of meeting.
Section 6. Membership Quorum
Twenty-five percent of the membership shall constitute a quorum. In the event of a membership vote, each business member and each associate member shall have one vote.
ARTICLE VII – OFFICERS AND THEIR DUTIES
Section 1. Officers
Officers include; Chair, Past Chair, Vice Chair and Treasurer. All officers shall be members of the Board of Directors. Each is appointed for a one year term.
Section 2. Officers Duties:
The Chair of the Board shall:
- preside at meetings of the Board of Directors and membership
- have power to appoint all committees
- be an Ex-Officio member of all committees
- perform all duties accompanying this office
The Vice Chair shall assume the responsibilities of the chair when the chair is absent. The Past Chair shall serve as advisor for the board.
Section 3. Treasurer Duties
The Treasurer shall oversee the collection and expenditure of all funds of the Chamber and make recommendations to the Board of Directors and President as needed. The Treasurer, in cooperation with the President, shall present a monthly financial report to the Board of Directors and an annual report to the members. The Treasurer is appointed by the Executive Committee. The Treasurer may serve no more than two consecutive three year terms, unless a lapse of at least one year occurs from the previous full term.
Section 4. Succession to the Chair
Upon appointment by the Board to the Executive Committee, the Vice-Chair succeeds to serve as the Chair of the Board. Following the year as Chair of the Board, there is a one year term as Past Chair. These appointments are not subject to the limit of two-three year terms
Section 5. President
The Board of Directors may employ a President, whose compensation shall be determined by the Executive Committee. The President shall be the Chief Executive officer of the Chamber. Duties are subject to the direction of the Board of Directors. The President shall assist with Treasurer’s duties. At the termination of employment, all books, papers, and property of the Chamber shall be delivered to the Board of Directors.
Section 6. Bonds
The President and Chamber staff shall furnish security bonds in such amounts as the Board of Directors shall deem necessary. The Faribault Area Chamber of Commerce and Tourism shall pay this expense.
Section 7. Duties of the President
Administration and operation is assigned to the President who shall be responsible for carrying out policies and duties established by the Board of Directors. He/She or a designated staff member shall also serve as a Secretary of the Board of Directors and Executive Committee.
Section 8. Management
The President shall manage the property, business and affairs of the Chamber. He/She shall perform all duties incident to the office or prescribed by the Board. He/She shall employ and supervise the staff necessary to carry on the work of the organization, and set their compensation within limits set by the Executive Committee. He/She shall supervise the maintenance of all records, preparation of reports and investments oversight. He/She shall supervise the preparation of monthly financial statements and shall prepare an annual report on organization activities and finances.
ARTICLE VIII – COMMITTEES
Section 1. Appointment of Committees
The Board of Directors shall appoint all committees. The Chair of the Board may also appoint such ad hoc committees and task forces as deemed necessary to carry out the work of the Chamber. All committees serve as advisory committees to the Board of Directors and carry on the activities delegated to them by the Board.
Section 2. Limitations of Committees
No committee or committee member shall have the authority to take binding action or declare the policy of the Chamber unless approved by the Board of Directors.
Section 3. Executive Committee
The Executive Committee shall be composed of the Chair, Past Chair, Vice Chair and Treasurer. The President shall be a non-voting member of the committee and may serve as its Secretary.
Section 4. Appraisal of President
Annually the Executive Committee shall make an appraisal of the President’s performance based on the
job description and annual goals set forth by the Board of Directors.
Section 5. Advisory Committee
The Executive Committee shall serve as an advisory committee to the President to discuss strategies and other issues regarding the management of the Chamber.
Section 6. Executive Committee Authority
The Executive Committee shall have the full authority of the Board of Directors to act on behalf of the Chamber in emergencies or between regular Board meetings if necessary.
ARTICLE IX – FINANCES
Section 1. Budget Preparation
The Treasurer and President shall submit a proposed budget to the Board at a regular Board meeting no later than December. As passed by the Board, with or without modification, this budget shall be the appropriation of the Chamber.
Section 2. Financial Authority
Upon approval of the budget, the President shall be authorized to make the disbursements of accounts provided for in the budget without additional approval by the Board. All checks issued on behalf of the Chamber shall be co-signed by two-persons with signing authority. Authorized signers are designated annually and may include the Executive Committee members, and administrative chamber staff.
Section 3. Standard Practices
The President and the Treasurer shall monitor compliance with the budget and with standard and proper financial policies regarding the receipt, disbursement and investment of the Chamber funds.
Section 4. Financial Report
The Board of Directors shall approve the annual financial report, prepared by the Treasurer and the President, and make a
full and clear statement of the business and condition of the Chamber Corporation available annually to all members.
Section 5. Bonds and Insurance
The President and Chamber staff shall furnish security bonds in such amounts as the Board of Directors shall deem necessary. The Officers, Directors, committees, volunteers and employees of the Faribault Area Chamber of Commerce and Tourism shall be covered by Board of Directors and Officers Liability Insurance in such amounts as the Board of Directors deems necessary. The Faribault Area Chamber of Commerce and Tourism shall pay this expense.
Section 7. Fiscal Year
The fiscal year shall be the calendar year.
ARTICLE X – PARLIAMENTARY PROCEDURE
Section 1. Rules of Order
The proceedings of the Chamber meetings shall be governed by and conducted according to the latest
edition of Robert’s Rules of Order.
ARTICLE XI – AMENDMENTS
Section 1. By-law Amendments
These by-laws may be amended or altered by a majority vote of those present at any regular or special meeting of the Board of Directors. Notice of the proposed change(s) shall be provided to each member no less than 10 days prior to such meeting.
ARTICLE XII- DISSOLUTION
Section 1. Dissolution of the Organization
The Faribault Area Chamber of Commerce and Tourism Inc., may be dissolved and terminated by a majority vote of its membership. Funds on hand and obtained by sale of its assets shall be held in escrow for five years, and distributed to a successor Chamber of Commerce formed within that period. If at the end of five years no successor organization has been formed, the funds shall be distributed to the City of Faribault for economic development purposes.
ARTICLE XIII – INDEMNIFICATION
Section 1. Indemnification
To the full extent as permitted by the Minnesota Nonprofit Corporation Act, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed legal action, suit or proceeding, wherever and by whomever brought, whether civil, criminal, administrative or investigative, by reason of the fact that he/she was a member Director, officer or serving at the request of the Board, shall be indemnified by the corporation by the affirmative vote of the majority of the directors present at a duly held meeting of the Board.
Conflict of Interest Policy
It is in the best interest of Faribault Area Chamber of Commerce and Tourism Inc.(The Chamber) to be aware of and properly manage all conflicts of interest and appearances of a conflict of interest. This conflict of interest policy is designed to help directors, officers, employees and volunteers of The Chamber identify situations that present potential conflicts of interest and to provide The Chamber with a procedure to appropriately manage conflicts in accordance with legal requirements and the goals of accountability and transparency in The Chamber’s operations.
- Conflict of Interest Defined. In this policy, a person with a conflict of interest is referred to as an
“interested person.”
For purposes of this policy, the following circumstances shall be deemed to create a Conflict of Interest:
- A director, officer, employee or volunteer, including a board member (or family member of any of the foregoing) is a party to a contract, or involved in a transaction with The Chamber for goods or services.
- A director, officer, employee or volunteer, (or a family member of any of the foregoing) has a material financial interest in a transaction between The Chamber and an entity in which the director, officer, employee or volunteer, or a family member of the foregoing, is a director, officer, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, or other legal representative.
- A director, officer, employee or volunteer, (or a family member of the foregoing) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with The Chamber.
Other situations may create the appearance of a conflict, or present a duality of interests in connection with a person who has influence over the activities or finances of the nonprofit. All such circumstances should be disclosed to the board or staff, as appropriate, and a decision made as to what course of action the organization or individuals should take so that the best interests of the nonprofit are not compromised by the personal interests of stakeholders in the nonprofit.
Gifts, Gratuities and Entertainment. Accepting gifts, entertainment or other favors from individuals or entities can also result in a conflict or duality of interest when the party providing the gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence or possibly would influence the interested person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of The Chamber
- Definitions.
- A “Conflict of Interest” is any circumstance described in Part 1 of this Policy.
- An “Interested Person” is any person serving as an officer, employee or member of the Board of Directors of The
Chamber or a major donor to The Chamber or anyone else who is in a position of control over The Chamber who has a personal interest that is in conflict with the interests of The Chamber
- A “Family Member” is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of an interested person.
- A “Material Financial Interest” in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect an Interested Person’s or Family Member’s judgment with respect to transactions to which the entity is a party.
- A “Contract or Transaction” is any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any other type
of financial relationship, or the exercise of control over another organization. The making of a gift to The Chamber] is not a Contract or Transaction.
- Procedures.
- Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the board meeting as a guest for purposes of disclosure.
- A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
- A person who has a Conflict of Interest shall not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
- A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote.
- The person having a conflict of interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the Board of Directors of The Chamber has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the Board of Directors.
- Interested Persons who are not members of the Board of Directors of The Chamber or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to their supervisor, or the Chair, or the Chair’s designee, any Conflict of Interest that such Interested Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Interested Person. The Interested Person shall refrain from any action that may affect The Chamber’s participation in such Contract or Transaction.
In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor or the Chair or the Chair’s designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy.
- Confidentiality. Each director, officer, employee and volunteer shall exercise care not to disclose confidential information acquired in connection with disclosures of conflicts of interest or potential conflicts, which might be adverse to the interests of The Chamber. Furthermore, directors, officers, employees and volunteers shall not disclose or use information relating to the business of The Chamber for their personal profit or advantage or the personal profit or advantage of their Family Member(s).
- Review of policy.
- Each director, officer, employee and volunteer shall be provided with and asked to review a copy of this Policy and to acknowledge in writing that he or she has done so.
- Annually each director, officer, employee and volunteer shall complete a disclosure form identifying any relationships, positions or circumstances in which s/he is involved that he or she believes could contribute to a Conflict of Interest. Such relationships, positions or circumstances
might include service as a director of or consultant to another nonprofit organization, or ownership of a business that might provide goods or services to The Chamber Any such information regarding the business interests of a director, officer, employee or volunteer, or a Family Member thereof, shall be treated as confidential and shall generally be made available only to the Chair, the Executive Director, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
- This policy shall be reviewed annually by each member of the Board of Directors. Any changes to the policy shall be communicated to all staff and volunteers
Basic Conflict of Interest Disclosure Form [insert date] Date:
Name:
Position (employee/director/officer):
Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest between The Chamber and your personal interests, financial or otherwise:
I have no conflict of interest to report
I have the following conflict of interest to report (please specify other nonprofit and for-profit boards you (and your spouse) sit on, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own):
1.
2.
3.
I hereby certify that the information set forth above is true and complete to the best of my knowledge. I have reviewed, and agree to abide by, the Policy of Conflict of Interest of the Faribault Area Chamber of Commerce and Tourism.
Signature: Date:
Sample By-Laws: Discover Saint Louis Park
BY-LAWS OF
ST. LOUIS PARK CONVENTION AND VISITORS BUREAU
This instrument constitutes the Bylaws of the ST. LOUIS PARK CONVENTION AND VISITORS BUREAU, also doing business as “DISCOVER ST. LOUIS PARK”, a Minnesota nonprofit corporation (the “Corporation”). The Corporation is incorporated under and pursuant to the Minnesota Nonprofit Corporation Act, Minnesota Statues Chapter 317A, as amended (the “Act”). The Bylaws help to regulate and manage the internal affairs of the Corporation.
SECTION I
GENERAL PURPOSE
The specific purposes of the Corporation shall include, but not be limited to:
- Promote St. Louis Park and Golden Valley, Minnesota as a destination for visitors by attracting meetings, conventions, tourism, and special events.
- Provide leadership with community and business partners to provide an outstanding visitor experience.
- Contribute and support the economic well-being and identity of the City of St. Louis Park and Golden Valley.
SECTION II
MEMBERS
The Corporation shall have no members.
SECTION III
BOARD OF DIRECTORS
Section 3.1 Composition of Board
The Board of Directors (hereinafter the “Board”), shall be composed of not less than nine (9), nor more than fifteen (15) directors, but at all times an odd number, appointed pursuant to Article IX of the Articles of Incorporation for a three (3) year term. The Board of Directors shall include a position for Past Chair and Chair Elect. The terms of the directors shall be staggered such that each year one-third (1/3) of the director positions shall be subject to election. The initial Board of Directors shall have designated terms of one, two and three years to effectuate the term staggering described hereunder. In the event that an officer appointment as Chair-Elect means that a director will serve beyond their regular term of service, they shall serve as Chair-Elect, Chair, and then Past Chair for the organization and the term limitations in this section shall not limit said service.
Section 3.2 Qualifications
Directors shall have the following qualifications:
3.2.1 Three directors shall be members of the hotel/motel industry in the City of St. Louis Park, defined as owners, officers or employees of a hotel/motel in the City of St. Louis Park;
3.2.2 At least two directors appointed shall be members of the general business community other than a member of the hotel/motel industry;
3.2.3 One Director shall be the Mayor of St. Louis Park and one director shall be the City Manager of St. Louis Park;
3.2.4 One director shall be a representative nominated by TwinWest Chamber of Commerce.
3.2.5 One director shall be a representative of the non-profit community in the City of St. Louis Park.
3.2.6 At least two directors shall be residents of the City of St. Louis Park.
3.2.7 One director shall be a representative nominated by the City of Golden Valley.
Section 3.3 Limitation Of Terms
No director, except the Mayor and City Manager of St. Louis Park, elected shall serve more than two (2) consecutive three (3) year terms, except for the extensions on term limitations set forth in Section 3.1. Election by the Board to fill an unexpired term or term of a director which can be filled by the Board of Directors may be in addition to the two (2) consecutive full terms.
Section 3.4 Vacancies On The Board
A director shall be deemed to have resigned from the Board in the event that any of the following occur, unless otherwise approved by the Executive Committee:
3.4.1 The director is absent from three (3) consecutive regular meetings of the Board unless the absence is a result of illness or has otherwise been excused by the President and CEO.;
3.4.2 The director ceases to be employed by or affiliated with the organization, which employed such director, or with which the director was affiliated, at the time he or she became a member of the board of directors.
The Board shall have the authority to fill vacancies, which occur during the year by reason of death, resignation or removal of directors.
Section 3.5 Meetings Of The Board
Regular Board meetings shall be held at a time, place and frequency as may be determined by the Chair or President, provided that no less than four (4) meetings are held each year. A conference among directors by a means of communication through which the directors may simultaneously hear each other during the conference is a board meeting, if the same notice is given of the conference as would be required for a meeting, and if the number of directors participating in the conference is a quorum. A director may participate in a board meeting by any means of communication through which the directors, other directors participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by any of the above-mentioned means is personal presence at the meeting.
Section 3.6 Notice Of Board Meetings
Notice of regular or special board meetings shall be given as prescribed hereunder to each board member no less than five (5) or more than thirty (30) days before the meeting, excluding the day of the meeting.
Section 3.7 Special Meetings
Special meetings of the Board of Directors may be called at any time upon request of the Chair, the President or any four (4) or more directors, provided that any such request shall specify the purpose or purposes for the meeting. The President 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 one (1) day nor more than five (5) days written notice of the time, place and purpose of such special meeting.
Section 3.8 Waiver Of Notice
Any director may execute a written waiver of notice of any meeting required to be given by statute or by any provision of these Bylaws either before, at, or after that meeting, and such waiver when signed and filed as hereinafter provided shall be equivalent to notice. Such waiver shall be filed with the President, who shall enter it upon the minutes or other records of that meeting. Appearance at a meeting by a director shall be deemed a waiver of notice thereof, unless the appearance is solely for the purpose of asserting the illegality of the meeting.
Section 3.9 Quorum At Board Meetings
At any duly called board meeting, 50% of the members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is had. Notice of any adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
Section 3.10 Action At Board Meetings
The directors shall take action by the affirmative vote of a majority of those directors present and entitled to vote at a duly called meeting.
Section 3.11 Action Without A Meeting
Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by all of the directors.
SECTION IV
ELECTION OF BOARD MEMBERS
Section 4.1 Nominating Committee
The Nominating Committee shall consist of the members of the Executive Committee. The President shall be an ex-officio member of the Nominating Committee. The duties of the Nominating Committee shall be to:
4.1.1 Accept recommendations from the President and the Board to fill positions as Director(s) and Officer(s);
4.1.2 “Consider, Review and Approve for Consideration of qualified candidates for Director(s) and Officer(s) for final vote by the Board.;
Section 4.2 Nominations & Elections
The Nominating Committee shall present to the Board of Directors a slate of candidates to replace Directors whose regular terms are expiring:
4.2.1 Each candidate must have agreed to accept the responsibility of directorship;
4.2.2 This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 4.3 Commencement Of Terms
The terms of the Board of Directors, shall commence February 8, 2011, subject to the provisions of Article III, Section 3.4.
Section 4.4 Mayor and City Manager
The Mayor and City Manager of St. Louis Park are ex officio voting members of the Board of Directors and do not stand for election.
ARTICLE V
OFFICERS
Section 5.1 Election Of Officers
The Board of Directors at its final meeting of the fiscal year shall elect officers. The Nominating Committee shall propose a slate of qualified candidates for the election of officers. At the meeting, the floor shall be open for the nomination of candidates. Any member of the Board of Directors shall be eligible to be elected as an officer (other than as President). The Board shall elect the following officers each year: Chair-Elect, Past Chair and Treasurer. All officers (other than the President) shall serve for a term of one year or until their successor assumes the duties of office, and they shall be members of the Board of Directors.
Section 5.2 Duties Of Officers
The duties of the officers of the Corporation shall be as follows:
5.2.1 Chair of the Board. The Chair of the Board shall preside over all meetings of the Board of Directors and Executive Committee; and in consultation with the Board and the President, shall appoint all committee chairs. He or she shall also perform such other duties as may be determined from time to time by the Board of Directors;
5.2.2 Chair-Elect. The Chair-Elect shall serve as assistant to the Chair of the Board and preside at meetings in the absence of the Chair; serve as chair of any annual program planning committees; and shall serve as Chair of the Board for the year following the term as Chair-Elect;
5.2.3 President. The President shall be the chief executive officer of the corporation and shall be the primary spokesperson of the Corporation. The President shall also serve as the Secretary and maintain official records of the Corporation. The President shall be responsible for the day to day operations, and be employed by the Board of Directors who shall fix his or her compensation from time to time. The President has the authority to hire, fire, promote, demote, and adjust compensation of others. In addition, he or she shall perform such other duties as may be determined from time to time by the Board of Directors or officers;
5.2.4 Treasurer. The Treasurer shall be the chief financial officer of the corporation and shall oversee the corporate treasury, provide input in annual budgeting, long range financial planning, and investment decision. The Treasurer shall perform such other duties as may be directed from time to time by the President or the Chair.
Section 5.3 Vacancies
The Board of Directors shall have the authority to fill vacancies, which occur during the year by reason of death, resignation or removal.
Section 5.4 Executive Committee
The Executive Committee shall be composed of five (5) members. The Executive Committee shall consist of the Chair of the Board, Chair-Elect, immediate Past-Chair, President, and Treasurer. The sixth (6) member of the Executive Committee shall be the St. Louis Park City Manager as an ex-officio member.
5.4.1 The Chair of the Board shall serve as the Chair of the Executive Committee;
5.4.2 The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session or otherwise unavailable. The Executive Committee shall not take action contrary to, or in a manner that would be a substantial departure from, the direction established by the Board or in a manner which would represent a major change in the affairs, business, or policy of the Board. All actions by the Executive Committee shall be subject to review and ratification by the Board of Directors;
5.4.3 Notice of meetings of the Executive Committee shall be given as prescribed hereunder to each committee member as least one (1) day before the day the meeting is to be held;
5.4.4 At any duly called meeting of the Executive Committee, a majority of the members of the Executive Committee shall constitute a quorum for the transaction of business;
5.4.5 The Executive Committee may take action by the affirmative vote of a majority of those members present and entitled to vote at a duly called meeting;
5.4.6 Any action that may be taken at a meeting of the Executive Committee may be taken without a meeting when authorized in writing signed by all of the members of the Executive Committee.
5.4.7 The Executive Committee shall also ensure that an annual audit report for the Corporation is performed. The Finance Committee shall ensure that an annual audit report for the Corporation is performed. An individual or firm shall conduct the reporting. Following the approval of the Board, the selected individual or firm shall conduct an investigation and present a written report and recommendations to the Board. Copies of the report and recommendations shall be available upon request by members at the Discover St. Louis Park (DSLP) office during regular business hours.
ARTICLE VI
INDEMNIFICATION
To the full extent provided by the Minnesota Nonprofit Corporation Act, as amended from time to time, or by other applicable 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, or he or she is or was serving at the specific request of the Board of Directors of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise, shall be indemnified by the corporation 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 against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article shall inure to the benefits 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.
ARTICLE VII
COMMITTEES AND TASK FORCES
Section 7.1. Committees
7.1.1 The Board of Directors shall define the powers and duties of all committees and groups of the Corporation and shall annually review, evaluate and approve all activities and proposed programs resulting therefrom. The Board shall approve any new or revised policy before being implemented by any committee or group.
7.1.2 The Chair of the Board, in consultation with the President and as ratified by the Board of Directors shall establish committees and appoint committee chairs and members as necessary. Committee appointments shall be at the will and pleasure of the Chair of the Board and shall terminate at the end of each fiscal year.
7.1.3 Committees shall investigate issues, make recommendations to the Board, and conduct other activities as may be delegated by the Board.
7.1.4 The Chair of the Board may discharge a committee when its work has been completed and its report presented, or may be discharged by the Board of Directors at any time.
Section 7.2 Task Forces
The Chair of the Board and President may from time to time appoint task forces when appropriate to undertake special projects as requested by the Board. The Chair of the Board shall appoint task force chairs through the same process as committee chairs are appointed on an annual basis. Task forces shall make their reports and recommendations pursuant to the direction of the Board. Subject to the discretion of the Board, a task force may continue into a subsequent fiscal year and until its work has been completed and report presented.
ARTICLE VIII
FINANCES
Section 8.1 Funds
All money paid to the Corporation shall be placed in a general operating fund, except as specifically provided by any state, or Federal law, or regulation. Such funds shall be kept on deposit in financial institutions approved by the Board of Directors.
Section 8.2 Disbursements
Following adoption of the annual budget, the President shall be authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board. All disbursements shall be by check. No member, committee, task force or volunteer thereof shall contract any debt on behalf of the Corporation, which shall in any manner render the Corporation liable for the payment of any sum unless the same shall have been approved by the Board of Directors. No appropriation of money or other property of the Corporation shall be made for any purpose other than as provided in the budget, and other than to defray the legitimate expenses of the Corporation, except by a majority vote of the directors present at any meeting of the Board of Directors.
Section 8.3 Fiscal Year
The fiscal year of the Corporation shall terminate on December 31.
Section 8.4 Budget
The President shall submit a budget of estimated expenses and revenues for the coming year to the Board for approval prior to, or at the last meeting of the fiscal year.
ARTICLE IX
SOLICITATION OF MEMBERSHIP
The Corporation shall not solicit memberships from the business community or the public at large.
ARTICLE X
NOTICE
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: (i) in writing by U.S. Mail by depositing it in a post office box within the State of Minnesota, in a post-paid, sealed envelope addressed to such director at his or her last known address, (ii) by telegraphic or facsimile letter addressed to such director at his or her last known facsimile number, or (iii) by electronic email correspondence addressed to such director at his or her last known email address. Such notice shall be deemed to have been given at the time when deposited in the U.S Mail; if by telecopy, when transmitted to a telecopier number designated by the director or member, or if by electronic email correspondence, when sent from the transmitting computer.
ARTICLE XI
DISSOLUTION
The Corporation shall use its funds only to accomplish the objectives and purposes specified in the Articles and these Bylaws, and no part of said funds shall inure, or be distributed, to others within the Corporation. On dissolution of the Corporation, any unspent lodging tax proceeds shall be distributed to the City of St. Louis Park any other funds remaining shall be distributed exclusively for exempt purposes described in Section 501(c) of the Internal Revenue Code as now enacted or hereafter amended, to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
ARTICLES XII
PARLIAMENTARY PROCEDURE
Robert Rules of Order newly revised shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Articles or Bylaws of the Corporation and the laws of Minnesota.
ARTICLE XIII
STANDARD OF CARE/CONFLICT OF INTEREST
Section 13.1 Standard of Care
It is the responsibility of each 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 13.2 Conflict of Interest
A contract or other transaction between this corporation and:
(a) one or more of its directors, or a member of the family of a director;
(b) a director of a related organization, or a member of the family of a director of a related organization;
(c) an organization in or of which one or more of the corporation’s directors or a member of the family of the director are directors, officers or legal representatives or have a material financial interest; or
(d) Notwithstanding anything the above provisions, a contract with the City of St. Louis Park or any other governmental subdivision or governmental agency is not a conflict of interest;
is not void or voidable because the director or directors or the other individual or organization are parties or because the director or directors are present at the meeting of the Board of Directors or a committee at which the contract or transaction is authorized, approved or ratified, if:
- the contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the corporation at the time it was authorized, approved or ratified; or
- the material facts as to the contract or transaction and as to the director’s or directors’ interest are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves or ratifies the contract or transaction in good faith by a majority of the Board or committee, but the interested director or directors shall not be counted in determining the presence of a quorum and shall not vote.
Section 13.3 Definitions
For the purpose of this Article XIII:
(a) a director does not have a material financial interest in a resolution 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; and
(b) a “member of the family” of the director is the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters of the director, or any combination of them.
ARTICLE XIV
AMENDMENTS
These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Directors, provided that notice for the meeting includes the proposal(s) for amendments. Notice of any proposed amendment shall be submitted to the Board by notice, as stated in Article X no less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting.
CERTIFICATION
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on January 17, 2019.
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Chair of the Board Date
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