Initially adopted March 3,
1988
Amended March 2, 1989; March 3,
1994; February 8, 2001
Article
1 (Purpose)
The Nokomis East Neighborhood
Association (NENA) is a non-profit
neighborhood association organized
for the purpose of encouraging
neighborhood communication
and citizen participation.
The Committee shall be educational
and advisory in nature
The
specific and primary purposes
of the organization are to
review programs offered by
the City of Minneapolis as
these programs affect the
Nokomis East Neighborhood;
to arrange and conduct neighborhood
meetings; to study and review
all proposals of a commercial
or residential nature and
make recommendations to the
appropriate governmental and
private entities; to promote
neighborhood improvement and
revitalization; to act as
a contact between the City
of Minneapolis in general
and the residents of this
area; and to see that the
character of the neighborhood
is maintained.
Article
2 (Area) [ top]
The area of the Nokomis East
Neighborhood is composed of
the Keewaydin, Minnehaha,
Morris Park, and Wenonah Neighborhoods
for purposes of the Articles
of Incorporation and these
by-laws, and shall be defined
as that part of the City of
Minneapolis bounded by Minnehaha
Parkway on the north; Minnehaha
Avenue on the east, including
Valley View Road and Hiawatha
Lane; Cedar Avenue on the
west and the southern boundary
of the City of Minneapolis.
Article
3 (Membership)
[top]
Any person who lives, owns
property, owns or operates
a business or works in the
Nokomis East Neighborhood
as defined in Article 2 of
these by-laws is eligible
to become a member of the
Nokomis East Neighborhood
Association. There is no limit
to the number of members.
The
organization shall maintain
lists of all persons who attend
any meeting of the Nokomis
East Neighborhood Association.
No
person shall be denied membership
in the organization because
of consideration of race,
religious belief, color, gender,
age, sexual preference, national
origin, economic status or
disability. Membership is
not transferable or assignable.
Article
4 (Membership Meetings)
[top]
Section 1: Annual Meetings
– There shall be at least
one annual meeting of the
members during each calendar
year at a time and place in
the Nokomis East Neighborhood
as set by the Board. At such
time reports of the activities
of the organization shall
be presented by the officers
to the members, board members
shall be elected and other
membership business transacted.
Section
2: General Meetings –
General meetings of the membership
will be held at least six
(6) times a year at a time
and place to be determined
by the Board. These meetings
shall be informational and
participatory in nature.
Section
3: Special Meetings –
Special meetings of the membership
may be called by the Chairperson
or two-thirds of the Board
members or by twenty-five
(25) members of the organization.
Section
4: Notice – Notice of
general or annual meetings
shall be posted in the Longfellow/Nokomis
Messenger.
Section
5: Quorum – A quorum
for the transaction of business
shall consist of one-third
(1/3) of the Board and twenty-five
(25) voting members of the
organization. Robert's Rules
of Order, Newly Revised shall
apply at all times during
meetings.
Section
6: Voting – Passage of
a motion of resolution shall
require the vote of a majority
of the voting members present
for the meeting unless otherwise
required by law or these By-Laws.
All members 18 years of age
and older are entitled to
vote; no member may vote by
proxy or more than once per
issue.
Section
7: Dissolution – Dissolution
of the organization shall
require a two-thirds (2/3)
vote of the voting members
present at a meeting called
specifically for this purpose.
A 30-day notice of such an
action shall be posted in
the Longfellow/Nokomis Messenger.
Section
8: Open Meetings – All
meetings shall be open to
the public.
Section
9: Minutes – Minutes
of all meetings will be kept
in the minute book of the
organization and will be available
upon request.
Article 5 (Board of Directors)
[top]
Section 1: General Powers –
The business and property of the
organization shall be managed
and controlled by its Board of
Directors. The Board members may
exercise all such powers and do
all such things as may be exercised
or done by the organization, subject
to the provisions of the Articles
of Incorporation, these By-Laws
and all applicable laws. Board
members shall receive no compensation
for their services as Board members,
but this shall not restrict the
reimbursement, by resolution of
the Board, for reasonable expenses
incurred by a Board member when
he or she renders administrative,
professional or other bona fide
services to this organization
in a capacity other than as a
Board member of this organization.
Section
2: Number – the Board
shall consist of eleven members
of which two will be selected
from each of the four neighborhoods
and three chosen at-large.
There shall be four (4) alternate
Board members, one from each
neighborhood. The alternate
Board member of a neighborhood
will serve when either of
the Board members is not present.
Section
3: Qualification – All
Board members shall be voting
members of the organization.
Eight (8) Board members shall
be elected as delegates, two
(2) from each of the following
neighborhoods:
Keewaydin Neighborhood –
which is bordered by Minnehaha
Parkway on the north: 34th
Avenue on the east; 54th Street
on the south, and Cedar Avenue
on the west.
Minnehaha
Neighborhood – which
is be bordered by Minnehaha
Parkway on the north; Minnehaha
Avenue on the east; 54th Street
on the south; and 34th Avenue
on the west.
Wenonah
Neighborhood – which
is bordered by 54th Street
on the north; 34th Avenue
on the east; Cedar Avenue
on the west; and the southern
boundary of the City of Minneapolis.
Morris
Park Neighborhood – which
is bordered by 54th Street
on the north; Minnehaha Avenue
on the east; 34th Avenue on
the west; and the southern
boundary of the City of Minneapolis.
Each
such delegate shall live within
the above outlined neighborhoods.
Three
(3) of the Board members shall
be elected at-large.
Section
4: Selection – All Board
members shall be elected at
the NENA Annual Membership
meeting. Only those persons
present, 18 years of age or
older and who live within
the neighborhoods as defined
in Section 3 of this Article
shall be eligible to vote
for the representatives of
that neighborhood. The two
persons getting the highest
number of votes within each
neighborhood shall be elected
as the delegates of that neighborhood
and the third highest is the
alternate Board member for
that neighborhood. The at-large
Board members shall be elected
by all voting members present
and shall reflect the qualifications
for at-large Board members
listed in Section 3 of this
Article. If any Neighborhood
fails to elect it's two Board
members or the alternate,
those positions will be elected
as if at-large. The Affirmative
Action statement shall be
read prior to the opening
of nominations.
Section
5: Tenure – Beginning
March 3, 1994, two Board members
elected from each of the four
NENA neighborhoods shall be
elected for a two-year term.
The alternate Board member
from each of the four neighborhoods
and the three at-large Board
members shall be elected for
a one-year term. At the end
of the one-year terms in March
1995, elections shall be held
and all alternates and at-large
terms shall become two-year
terms.
Section
6: Vacancies – Any vacancies
that occur either between
annual meetings as a result
of resignation or removal,
or at the annual meeting because
of the lack of a candidate
for a position shall be filled
by appointment of the Board
of Directors. The Board shall
seek a candidate for the vacant
position(s) that meets the
qualifications of Section
3 of this Article.
Section
7: Removal of a Board Member
– A total of three (3)
unexcused absences from duly
called Board and Membership
meetings within one year shall
be cause for removal by majority
vote of the Board. Any Board
member may be removed from
office by a two-thirds (2/3)
vote of the Board members
present at a regular or special
meeting of the Board called
for that purpose, but with
due notification of such action
and the right to be heard
thereon. For the purposes
of these By-Laws, an absence
shall be considered unexcused
if the Board member fails
to notify an officer of the
Board or the organization's
office prior to the meeting
or by a majority vote of the
full Board.
Section
8: Resignation of a Board
Member – Any Board member
may resign at any time by
giving written notice to the
Board or to the Chairperson.
The resignation shall take
effect when it is delivered
unless the written notice
states otherwise.
Section
9: Duties of a Board Member
– Board members elected
from a specific neighborhood
will be responsible for the
distribution of meeting notices
to their specific neighborhoods.
Article
6 (Meetings of the Board)
[top]
Section 1: Regular Meetings
– The Board of Directors
shall hold at least nine (9)
meetings per year. These meetings
shall be held in the Nokomis
East Neighborhood at such
time and place as may be fixed
by resolution of the Board.
Section
2: Special Meetings –
Special meetings may be called
by the Chairperson or by fifty
percent (50%) of the Board
members then in office. Notice
of special meetings shall
be given at least forty-eight
(48) hours in advance of the
meeting either by mail, telephone
or personal contacts. Special
meetings shall be held in
the Nokomis East Neighborhood
and notice shall include time,
place, and agenda.
Section
3: Notice – Written notice
of regular meetings , including
a written agenda, shall be
distributed at least three
(3) days prior to the meeting
to all Board members. If notice
is given by mail for either
a regular or special meetings,
such notice shall be mailed
at least two (2) additional
days prior to the meeting
and shall be deemed delivered
when deposited in the United
States mail properly addressed
with postage thereupon prepaid.
No notice shall be given more
than thirty (30) days before
any meeting.
Section
4: Open Meetings – All
meetings of the Board of Directors
and any committees shall be
open to any member of the
Board and to the public. Meetings,
or portions of meetings, may
be closed, however, to allow
the corporation to handle
legal matters. Only Board
members shall be allowed to
vote at Board Meetings.
Section
5: Quorum – A quorum
for the transaction of business
shall consist of fifty percent
(50%) of the Board members
then in office.
Section
6: Voting – Passage of
a motion or resolution shall
require a vote of a majority
of the Board members present
at the meeting, unless otherwise
provided for in Robert's Rules
of Order, Newly Revised or
these By-Laws. Sale or mortgage
of assets shall require a
two-thirds (2/3) vote of the
Board members present.
Article
7 (Officers of the Board)
[top]
Section 1: Officers of The
Board and Their Duties –
The officers of the Board
shall consist of the Chairperson,
the Vice-Chairperson, the
Secretary, and the Treasurer.
No person shall hold more
than one office at a time
and only one member per household
or immediate family may serve
as officers of the Board.
Except as provided in these
By-Laws, the Board of Directors
shall fix the powers and duties
of all officers.
Section
2: Responsibilities –
No officer shall in any way
bind the organization to do
or not to do any certain things
unless expressly authorized
by the Board to do so; and
no such action shall in any
way be recognized by the organization
unless expressly ratified
or approved by the Board of
Directors.
Section
3: Qualifications – The
officers shall be elected
from among the numbers of
the Board.
Section
4: Selection – All officers
shall be elected by the Board
at the first Board Meeting
following the Annual Meeting.
Section
5: Term of Office – Officers
shall serve for one (1) year
terms or until their successors
shall have been elected or
until their earlier resignation,
removal from office or death.
Section
6: Removal and Vacancies –
Any officer may be removed
from office at any time by
the vote of two-thirds (2/3)
of the Board members present
but with due notification
of such action and the right
to be heard thereon. If there
is a vacancy among the officers
of the organization by reason
of death, resignation or otherwise,
such vacancy shall be filled
for the unexpired term by
the Board at a regular meeting
or at a meeting especially
called for that purpose.
Section
7: Chairperson – The
Chairperson shall have the
power of general management
of the business of the organization.
S/He shall preside or delegate
such authority at all meetings
of the Board of Directors.
S/He shall be the chief executive
officer of the organization
and shall see that all orders
and resolutions of the Board
are carried into effect. S/He
shall be a member exofficio
of all committees. S/He shall
be considered "President"
of the organization for the
sole purpose of carrying out
the duties of signatory agent
and may execute documents
on behalf of the organization
under that title. The Chairperson
shall be entitled to vote
on all matters before the
Board in the same manner as
any other member of that body.
In general, the Chairperson
shall perform all duties usually
incident to that office and
such other duties as the Board
may prescribe.
Section
8: Vice-Chairperson –
The Vice-Chairperson shall
have such powers and perform
such duties as may be specified
in these By-Laws or prescribed
by the Board of Directors
or by the Chairperson. In
the event of absence or disability
of the Chairperson, the Vice-Chairperson
shall assume the power and
duties described in Section
7 of this Article, until a
new Chairperson has been elected.
Section
9: Secretary – The Secretary
shall be secretary of the
meetings of the Board of Directors
and shall record all proceedings
of the meetings in the appropriate
minute book of the organization.
S/He shall sign and execute
such documents as may be necessary
to the transaction of business
by the organization. Section
10: Treasurer – The Treasurer
shall cause to be kept accurate
accounts of all moneys of
the organization received
or disbursed and shall render
the Board of Directors or
the Chairperson, whenever
required, an account of the
financial condition of the
organization. S/He shall be
responsible for supervising
the receipt, deposit and disbursement
of the funds of the organization
in accordance with the policies
established by the Board of
Directors.
Article
8 (Committees)
[top]
The Board of Directors may
appoint such other committees
and delegate to these committees
such powers and responsibilities
as it may from time to time
deem appropriate. Any members
of the organization are eligible
to serve on and participate
in these committees. All actions
taken by a committee shall
be forwarded to the Board
which shall have the right
to alter, accept or reject
these actions. The Board may
from time to time delegate
to a committee the authority
to act on behalf of the organization.
At
the time that a committee
is formed, the Board will
identify the committee as
either standing or temporary,
identify the major purposes
and tasks of that committee,
and appoint a chairperson
of the committee.
Article
9 (Seal, Books and Records,
Audit, Fiscal Year, Offices)
[top]
Section 1: Seal – The
organization shall have no
seal.
Section
2: Books and Records –
The Board shall keep or cause
to be kept complete books
of account and minutes of
meetings of the Board of Directors,
general meetings, special
meetings and meetings of all
standing committees, including
such additional records and
books of account as the Board
deems necessary for the conduct
of the activities of the organization.
Section
3: Audit – The Board
shall cause the records and
books of account of the organization
to be audited as the Board
deems appropriate.
Section
4: Fiscal Year – The
fiscal year of the organization
shall be from January 1 to
December 31, starting January
1, 1988.
Section
5: Principal Office –
The principal office, if any,
of the organization shall
be in the Nokomis East Neighborhood
of the City of Minneapolis,
Minnesota.
Article
10 (Contracts, Loans, Checks,
Deposits, and Dissolution)
[top]
Section 1: Contracts –
The Board of Directors may
authorize any officers(s)
or agent(s) to enter into
any contract or execute and
deliver any instruments in
the name of and on behalf
of the Nokomis East Neighborhood
Association, and such authority
may be general or confined
to specific instances.
Section
2: Loans – No loans shall
be contracted on behalf of
the Nokomis East Neighborhood
Association and no evidence
of indebtedness shall be issued
in its name unless authorized
by a resolution proposed by
a two-thirds (2/3) majority
vote of the Board members
present.
Section
3: Checks and Drafts –
All checks, drafts or orders
for the payment of money,
notes, or other evidence of
indebtedness issued in the
name of the Nokomis East Neighborhood
Association in excess of $25.00
shall require two (2) signatures
comprised of the Chairperson
and the Officers of the Board.
The Chairperson shall be empowered
to be the sole signature on
all checks of $25.00 or less.
Section
4: Deposits – All funds
of the organization not otherwise
employed shall be deposited
from time to time to the credit
of the Nokomis East Neighborhood
Association in such banks,
trust companies, other depositories
or investments as the Board
of Directors may select.
Section
5: Payment of Obligations
– Upon dissolution or
liquidation of the Nokomis
East Neighborhood Association,
either by the Court or otherwise,
all assets of the Association
shall first be applied to
the payment in full of all
legal debts, costs, expenses,
obligations and liabilities.
Section
6: Distribution of Remaining
Assets – After payment
of obligations as in Section
5, any remaining assets of
the Association shall be transferred
or conveyed as practical to
associations, organizations
or domestic corporations,
engaged in activities which
will, as nearly as can be
expected, accomplish the general
purposes of this Association
and which do qualify for tax
exempt status under the provisions
of Section 501(c)(3) of the
Internal Revenue Code or amendments
thereof.
Article
11 (Indemnification)
[top]
The organization, acting through
its Board of Directors, or
as otherwise provided in these
By-Laws, shall as fully as
may be permitted from time
to time by the statutes and
decisional law of the State
of Minnesota or by any other
applicable rules or principles
of law, indemnify each officer
of the organization against
the expense of any action
to which s/he was or is a
party or is threatened to
be made a party thereof by
reason of the fact that s/he
is or was an officer of the
organization. Any provision
in these By-Laws which would
prevent such indemnification
to the full extent permitted
by law as it may from time
to time be expanded by statute,
decision of court or otherwise,
shall be deemed amended to
conform to such expanded right
of indemnification without
formal action by the Board
of Directors.
Article
12 (Affirmitive Action)
[top]
Statement: Affirmative Action
is not mere passive non-discrimination.
No person shall be discriminated
against by this organization
in its hiring policies, delivery
of services, or other business
on the basis of race, color,
creed, religion, ancestry,
national origin, sex, sexual
preference, disability, age,
martial status, status, with
regard to public assistance,
or criminal record where the
offense is not validly related
to the job, services or organization
business.
Article
13 ( Conflict of Interest)
[top]
A member who receives any
direct or indirect financial
benefit from, or serves on
the Board of Directors of
any organization, project
or development that is being
considered by the Nokomis
East Neighborhood Association
or by any of the organization's
task forces or committees,
its Board of Directors, or
membership, must declare that
affiliation and shall abstain
from voting on any related
issues. A conflict of interest
shall be deemed to exist if
that person is a member of
the same immediate family
(spouse, son, daughter, father,
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