Posted March 21, 2009
These bylaws were revised during the winter of 2009 and adopted with changes at the TNA Board meeting in March 2009.
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BYLAWS OF TANGLETOWN NEIGHBORHOOD ASSOCIATION, INCORPORATED
NAME OF ORGANIZATION
The Name of this organization is Tangletown Neighborhood Association, Incorporated.
Section 1. Purpose. The purpose of Tangletown Neighborhood Association, Incorporated (hereinafter “TNA”) shall be:
1. To improve the quality of life in our community;
2. To foster good personal relationships in our community;
3. To open channels for information and communication; and
4. To be educational and advisory in nature.
Section 2. Goals. TNA shall strive to:
1. Evaluate our community and draw attention to the advantages we presently enjoy;
2. Provide a forum for issues that affect the neighborhood;
3. Function as a non-sectarian, nonpartisan group to keep the community informed about proposals and activities of the civic, commercial and governmental bodies that affect it;
4. Cooperate with other organizations on common issues; and
5. Sponsor social events to provide an opportunity for neighbors to meet one another.
North: 46th Street
West: Lyndale Ave.
South: Diamond Lake Rd.
BOARD OF DIRECTORS
Section 1. Number and Qualifications. The Board of Directors of TNA shall be composed of not less than three (3) and no more than fifteen (15) members.
Section 2. Governing Powers. The Board of Directors shall have all the powers and duties necessary or appropriate for the overall direction of TNA. They may engage in such acts and do such things as are not prohibited by a law or by- these bylaws.
Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors. Currently, the Board meets the 3rd Monday of each month. The Board of Directors shall meet no less than four (4) times each year, approximately quarterly.
Section 4. Election and Term of Office. Directors shall be elected by TNA members at the annual meeting, to be held in May. Directors are elected to two year terms, with half the seats up for election in even numbered years and the remaining half up for election in odd numbered years. An election to fill an unexpired term shall not be so counted. The Directors shall hold office until their successors have been elected and qualified. The term of office of a Director shall commence immediately following the respective election by the membership.
Section 5. Vacancies. Vacancies in the Board of Directors caused by any reason shall be filled by a vote of the majority of the remaining Directors. Each person so elected shall be a Director until that person or a successor is elected by the members at the next annual meeting.
Section 6. Removal of Directors. At any regular or duly called special meeting of the membership, any one or more of the Directors may be removed without cause by a vote of the majority of all of the Directors. A successive Director may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed shall be given at least thirty (30) days notice of the intent to take such action and an opportunity to be heard at this meeting.
Any Board member may be terminated from the Board after missing three meetings per year, by vote of the Board of Directors.
Section 7. Compensation. No compensation shall be paid to Directors for their services to TNA. Directors may be reimbursed for actual expenses incurred by them in the performance of TNA duties. Reimbursement procedures shall be as outlined in Article IX.
Section 8. Quorum. A quorum for the transaction of business shall consist of the members present, but may not be less than one-third of the directors currently holding office. A simple majority of the directors present shall be necessary to pass a provision. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened the directors present may continue to transact business until adjournment.
Section 1. Designation. Principal officers of TNA shall be President, Vice President, Treasurer, Secretary, and Editor. At the discretion of the Board of Directors, other officers may be elected with duties that the Board shall prescribe.
Section 2. Election of Officers. The officers shall be members of the Board and be elected annually by the Board of Directors at the first meeting after the annual meeting and, unless sooner removed by the Board, terms of office are as follows:
A. The President shall serve two years;
B. The Vice President shall serve two years;
C. The Treasurer may serve two years;
D. The Secretary may serve two years; and
E. The Editor will be an active board member for no more than 10 years.
Each officer shall have one vote and a seat on the Board of Directors. Newly elected officers shall assume office on the day of their election. More than one person may share a single office, but no individual may hold more than one office except that of Secretary and Editor.
Officers of the Board shall be elected and remain in their position for the terms stated above or until their successors are elected, which ever is later, by a majority vote of the Board of Directors at the first board meeting following the annual general membership meeting.
The intent of two year terms is to stagger Officer positions when possible, to encourage continuity.
Section 3. Vacancies. A vacancy in any office may be filled by a majority vote of the Board of Directors for the unexpired portion of the term. The Board of Directors shall also have the authority to appoint such temporary or acting officers as may be necessary during the temporary absence or disability of the regular officers. If an officer becomes inactive, moves from the neighborhood during his or her term of office, resigns, or is removed from office, the Board of Directors shall be authorized to appoint a replacement. A candidate for replacement may be nominated by any board member and must be approved by a majority of the Board of Directors.
Section 4. Removal. Any officer may be removed with or without cause by the Board of Directors by vote of a majority of all the Board members. The matter or removal may be acted upon at any meeting of the Board, provided that notice of intention to consider said removal has been delivered to each Board member and to the officer affected at least thirty (30) days previously.
Any Officer may be terminated from the Board after missing three meetings per year, by vote of the Board of Directors.
Section 5. President. The President shall be the principal officer of the corporation. Subject to the direction and control of the Board, the President shall see that the resolutions and directives of the Board are carried into effect, and, in general, shall discharge all duties incident to the office of President and as prescribed by the Board. The President shall preside at all meetings of the Board of Directors and at all meetings of the membership, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation. The President may execute for the corporation all contracts, deeds, conveyances, mortgages, bonds, and other instruments in writing that may be required or authorized by the Board of Directors. The President shall appoint members to standing committees subject to board approval and establish and appoint members to other committees. The President will be a voting ex-officio member of all Board committees except the Nominating Committee.
Section 6. Vice President. It will be the duty of the Vice President to act in the absence or disability of the President and to perform such duties as may be assigned to him or her by the President. The Vice President shall serve two years and automatically receive nomination for President for the following year.
Section 7. Secretary. The Secretary of TNA shall be responsible for keeping the organization’s records. He or she shall keep (or cause to be kept) and distribute to Board members the minutes of all meetings of the Board of Directors and the membership. The Secretary shall give or cause to be given all notices of the meetings of the Board of Directors and other notices required by law or by these bylaws. The Secretary shall be responsible for the keeping of all books, correspondence (electronic and hard copy materials), committee minutes, papers, and electronic correspondence relating to the business of TNA, except those of the Treasurer.
Section 8. Treasurer. The Treasurer shall be responsible for preparation of the proposed annual budget and shall keep (or cause to be kept) records belonging to TNA. The Treasurer will present to the Membership and to the Board of Directors at their respective annual meetings a report of the finances of TNA and will from time to time make such other reports to the Board of Directors as it may require. The Treasurer shall chair the meetings of the Finance Committee.
Section 9. Editor. The Editor shall edit and publish the Tangletown newsletter and assist in maintaining the Tangletown website along with electronic documentation.
Section 10. Additional Powers. Any officer of TNA, in addition to powers conferred on him or her by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.
Tangletown Neighborhood Association MEMBERSHIP
Section 1. Criteria. The following are eligible members of TNA:
• Any resident within the Neighborhood Boundaries who is 18 years of age or older;
• Any individual owning real property within the Neighborhood Boundaries;
• Any individual operating a business within the Neighborhood Boundaries; or,
• Any elected governmental official representing the Neighborhood Boundaries in whole or in part.
Section 2. Participation. Any individual who meets one of the four criteria above is a member and may participate in any TNA event. A member wishing to speak at a meeting shall identify him/herself by name and address and may then address the matter before the Board. Other than for display purposes, no one shall bring placards or banners promoting special interests at a TNA meeting.
Section 3. Voting. All eligible members have the right to vote for Directors at the annual TNA Board meeting.
MEETING OF TANGLETOWN NEIGHBORHOOD ASSOCIATION MEMBERS
Section 1. Place of Meetings. Meetings of the membership shall be held at the principal office of TNA or such other suitable places as may be designated by the Board of Directors. Currently, meetings are held at Fuller Park Recreation Center, 4800 Grand Avenue South, Minneapolis, MN 55419.
Section 2. Annual Meetings. The annual meeting of TNA shall be held in the spring. The Board of Directors or its Executive Committee shall set the specific date for the annual meeting no later than February 1. Unless otherwise determined by the Board of Directors, notice of the annual meeting shall be provided in the issue of the TNA newspaper that immediately precedes the annual meeting, as well as posted on the Tangletown website at least a month in advance. At such annual meetings there shall be elected the members of the Board of Directors in accordance with the requirements of Article IV of these bylaws. The members may also transact such other business of TNA as may properly come before them.
Section 3. Special Meetings. Special meetings of the membership may be called by the President, or shall be called by the President as directed by a resolution adopted by the Board of Directors, or upon a written request signed by at least 20 members and delivered to the President, in which case the meeting must be held within 90 days after receipt of such delivery. The notice of any special meeting shall be delivered to all members as determined by the Board of Directors, shall state the time, the place, and the purpose of such meeting. No business shall be transacted at the special meeting except as stipulated in the notice.
Section 4. Presiding Officer. The President of TNA Board shall be the presiding officer of meetings of the membership. In the absence of the President, the Vice President shall preside. In the absence of both persons, those present may elect a President Pro Tem for that meeting.
Section 5. Notice of Meetings. It shall be the duty of the Secretary to e-mail a notice of each annual meeting stating the purpose thereof, if required, as well as the time and place where he meeting is to be held. The notice shall be sent to each Board Officer and Director at the latest address appearing on the records at the TNA offices. The notices of annual meetings shall be sent so as to be received at least fifteen (15) calendar days, but not more than forty-five 45) days prior to such meeting. Notice of special meetings shall be sent at least five (5) working days prior to such meeting.
Robert’s Rules of Order (revised) shall govern general meetings where they are not in conflict with the Articles of Incorporation of the organization or the bylaws adopted by the membership and the Board.
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. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than members of the Executive Committee, need not be directors.
Section 2. Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors may establish an Executive Committee of at least three (3) members but not more than seven (7) members, to include the President, Vice President, Secretary, Treasurer, and two Board members. The President of the Board of Directors will be the President of the Executive Committee. The designation of such Executive Committee and the delegation of authority granted to it shall not operate to relieve the Board of Directors of any responsibility imposed upon it. No individual shall continue to be a member of the Executive Committee after he or she ceases to be a Director of TNA. The Board of Directors shall have the power at any time to change the number of members of the Executive Committee to fill vacancies thereon, to change any member thereof, to change the functions of the Committee or to terminate the existence of it.
Section 3. Powers. During the intervals between meetings of the Board of Directors, and subject to any resolution of the Board of Directors, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of TNA. The Executive Committee shall make a full report of all actions at the next meeting of the Board of Directors.
Section 4. Meetings. Regular meetings of the Executive Committee may be held at such time and place as may be determined by the Executive Committee or the Board of Directors. Special meetings may be called by the President of the Executive Committee. When such special meetings are deemed to be necessary, members of the Executive Committee will be notified by email, in person, by mail, or by telephone, at least five (5) working days in advance.
Section 5. Quorum. A majority of the entire Executive Committee shall be necessary to constitute a quorum for the transaction of business. Acts of the majority of the members present at such meeting at which a quorum exists shall be the acts of the Executive Committee.
Section 6. Standing Committees. The Board of Directors may, by resolution passed by a majority of the Board as a whole, designate one or more standing committees in addition to the Executive Committee. The President shall appoint all members of the standing committees and designate a Chair for each. A majority of the members of these committees should be members of TNA. The Chairs of the standing committees shall be members of the Board of Directors. Any committee so established shall have and may exercise such power as provided in the resolution which established the committee. Dissolution of any such standing committee shall be accomplished by a resolution of a majority of the Board as a whole.
Section 7. Types of Committees. In general the types of standing committees may include, but not be restricted to, Nominating, Finance, and Personnel.
Section 8. Meetings. Meetings of the individual committees may be held at such time and place as may be determined by a majority of the committee, by the President, or by the Board of Directors. Notice of meetings shall be given to the committee’s members at least five (5) working days in advance of the meeting unless all members agree to a shorter notification. A majority of the committee’s membership shall constitute a quorum.
Section 9. Other Committees. Other committee(s) may be established by the President of the Board of Directors or by a motion passed in an appropriately constituted meeting of the Board of Directors. Non-members of the Board of Directors may serve on other committees.
Section 1. Fiscal Year. The fiscal year of TNA shall begin on the first day of June of each year.
Section 2. Books and Accounts. Books and accounts of TNA shall be kept under the direction of the Treasurer of TNA.
Section 3. Execution of TNA’s Documents. The Board of Directors may authorize any officer or officer’s agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of TNA. Such authority may be general or confined to specific instances. These authorizations are in addition to those authorized by these bylaws.
Section 4. Loans. No loans shall be contracted on behalf of TNA nor evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority shall be general or confined to specific instances.
Section 5. Deposits. All funds of TNA not otherwise employed shall be deposited from time to time to the credit of TNA in such bank or banks or other depositories as the Board of Directors may elect.
Section 6. Conflict of Interest. The Board shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization or an organization in or of which a director of TNA is a director, officer or legal representative, or in some other way has a material financial interest unless:
1) That interest is disclosed or known to the Board of Directors;
2) The Board approves, authorizes or ratifies the action in good faith;
3) The approval is by a majority of directors (not counting the interested director); and
4) Approval is obtained at a meeting where a quorum is present (not counting the interested director).
The interested director may be present for discussion to answer questions, but may not advocate for the action to be taken and must leave the room while a vote is taken. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.
Section 7. Checks, Drafts, Etc. All checks, drafts and other orders for payment of funds will be signed by such officers or such other persons as the Board of Directors shall designate in its approved financial policies.
Section 8. Indemnity. TNA shall indemnify and hold harmless any Director, officer, or employee from any suit, damage, claim, judgment or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a Director, officer, or employee except in cases involving willful misconduct. Indemnification provided under this section shall comply with and follow the requirements as provided by statute. TNA shall have the power to purchase or procure insurance for such purposes.
Section 9. Examination by Directors. Every director of TNA shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, and at the place or places where usually kept, all books and records of TNA and make extracts or copies there from.
These Bylaws may/shall be amended in the following manner:
1) Any proposed amendments to the bylaws may be submitted in writing to a member of the Board of Directors and must be read at a board meeting;
2) Notice of the proposed amendment(s), the Board’s intent to discuss and vote on the proposal, and the date, time and place of such meeting shall be provided to all members through publication in the TNA newspaper, or any other means of mass publication. The proposed amendment and any bylaws currently in effect that are in any way modified or otherwise influenced by the proposed amendment thereto shall be delivered to all members who request a copy from any Board member; and,
3) The proposed amendment must be approved by a majority of all directors at a duly called general or special meeting.
Any complaint against TNA or any of its activities shall be made in writing and directed to a meeting of the Board of Directors, which shall respond in writing within five days of the meeting which reviews the grievance.