Articles of Incorporation
Restated By-Laws of Weaver Lake Conservation Association
ARTICLE ONE
NAME, PURPOSE AND LIMITATION ON ACTIVITIES
Section 1. CORPORATE NAME: The name of the corporation is WEAVER LAKE CONSERVATION ASSOCIATION.
Section 2. PURPOSE: The purpose of this corporation shall be as stated in the Articles of Incorporation of the corporation.
Section 3. CERTAIN LIMITATIONS ON CORPORATE ACTIVITIES: No substantial part of the activities of the corporation shall be carrying on propaganda or otherwise attempting to influence legislation or participating or intervening in any political campaign in behalf of any candidate for public office. 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 corporation’s assets on dissolution of the corporation.
ARTICLE TWO
MEMBERSHIP
Section 1. QUALIFICATIONS: Membership in this corporation shall be available to all persons that are interested in the conservation and protection of Weaver Lake, located in Maple Grove, Minnesota, its adjacent marsh lands and parks, its fish and wildlife and its aesthetic appearance.
Section 2. APPLICATION FOR MEMBERSHIP: A person shall be admitted as a member of this corporation by application to the Board of Directors, together with such fees and dues as may be fixed from time to time by the Board of Directors.
Section 3. VOTING: All members of this corporation shall be entitled to equal voting rights. These By-laws of this corporation shall be equally enforced as to all members.
Section 4. CERTIFICATES: The corporation may issue membership certificates which state the name of the corporation, the name of the registered holder, the voting rights and privileges of the member and the term of membership.
Section 5. DUES: The Board of Directors at its first meeting following each Annual Meeting of members shall fix the annual dues, assessments, or both, which may be imposed upon each of the members. A membership shall be immediately and automatically terminated for failure to pay dues and assessments within the time frame set by the Board of Directors.
Section 6. TRANSFERABILITY: A member may not voluntarily or involuntarily transfer his membership, certificate of membership or any right arising thereunder.
ARTICLE THREE
MEETINGS OF MEMBERS
Section 1. MEETING PLACE: The meeting of members shall be held at any place within or without the State of Minnesota designated by the Board of Directors and in the absence of such designation shall be held at the registered office of the corporation.
Section 2. ANNUAL MEETINGS: The annual meeting of the members of this corporation shall be held on the third Thursday in the month of October or at such time as is set by the Board of Directors pursuant to written notice to all the members of the corporation or notice given by electronic mail directed to all members of the corporation at the electronic mail address at which the member has consented to receive notice. The purpose of the annual meeting shall be to elect directors and to conduct such other business as may properly come before the meeting.
Section 3. SPECIAL MEETINGS: A special meeting of members may be called at any time, for any purpose, by (a) the president or vice-president, (b) by action of the Board of Directors, or (c) by any five (5) or more members of the corporation. The members shall request a special meeting in writing or by electronic mail directed to the Board of Directors. The Board of Directors shall cause notice of said meeting to be held between ten (10) and sixty (60) days after receiving the request. If the Board of Directors fails to give notice of the meeting within seven (7) days from the date on which the request is made, the five or more members who requested such special meeting may call the meeting, fixing the time and place in the manner provided by these By-laws and giving notice thereof.
Section 4. REMOTE COMMUNICATION: An annual or special meeting of members may be held solely by one or more means of remote communication pursuant to the provisions of Minn. Stat. §317A.450 or any subsequent corresponding section.
Section 5. NOTICE OF MEETINGS: Notice of every annual and every special meeting, stating the time, place and purpose thereof, shall be sent by U.S. Mail directed to each member at his or her mailing address as it appears on the records of the corporation or sent by electronic mail to each member at the electronic mail address at which the member has consented to receive notice not less than ten (10) days prior to and not more than forty (40) days before such meeting.
Section 6. QUORUM: Twenty per cent (20%) of the total membership of the corporation shall be necessary to constitute a quorum for the transaction of business at any meeting of members. If a quorum is not present, the meeting of members may be adjourned from time to time for that reason. When a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains the members still present may continue to transact business until adjournment.
Section 7. PROXY: A member may give his written proxy to another member. A proxy shall be in writing and filed at or before the meeting of members with the corporate secretary or the person who has been designated to act as secretary of the meeting. Unless otherwise provided in the written proxy, the authority ceases eleven (11) months from the date of appointment. Filing of a proxy terminates all prior proxies.
Section 8. VOTING: Each member of this corporation shall each be entitled to one vote in person or by proxy. A member is specifically precluded from cumulating his vote for directors. Members may vote by voice or by ballot.
Section 9. ADJOURNMENT: A meeting may be 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 takes place.
Section 10. MEMBERS ACTION WITHOUT A MEETING: Any action which could be taken at a meeting of the members may be taken without a meeting if authorized in a writing signed by all of the members who are entitled to vote on that action. Any action which could be taken at a meeting of the members may also be taken without a meeting by written action signed, or consented to by authenticated electronic communication by all of the members entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication by all of the members who are entitled to vote on that action, unless a different effective time is provided in the written action. Any action which could be taken at a meeting of the members may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter pursuant to the provisions of Minn. Stat. §317A.447 or any subsequent corresponding section.
Section 11. 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.
ARTICLE FOUR
BOARD OF DIRECTORS
Section 1. POWERS: The Board of Directors shall have general supervision of all of the affairs of the corporation between its business meetings, fix the hour and place of all meetings, and carry out all the resolutions passed by the membership of the corporation.
Section 2. NUMBER, TENURE, AND QUALIFICATIONS: The affairs of this corporation shall be administered by a Board of Directors consisting of at least five (5) and no more than thirteen (13) members. Directors shall be elected at the annual meeting and shall serve a staggered three (3) year term. Directors shall be adults, but need not be members of the corporation or residents of Minnesota. The qualification of such membership shall be a commitment to the goals and objectives of the organization as outlined in its Statement of Purpose and Mission Statement and election or appointment to the Board of Directors as provided herein.
Section 3. ELECTION OF DIRECTORS: Directors shall be elected by the members at an annual or special meeting of the members by a majority vote of the members present and entitled to vote.
Section 4. VOTING RIGHTS: Each director in good standing shall be entitled to one vote on each matter submitted to a vote of the directors. There shall be no cumulative voting. Members may vote by voice or by ballot.
Section 5. FIRST MEETING: Immediately after each annual election, at the place of such election, the newly elected directors may meet forthwith for the purpose of organization, the election of officers and the transaction of any other business of which special notice is not required by law or by these By-laws, and if a quorum of the directors be then present, no notice of such meeting shall be required. The place and time of such first meeting may, however, be fixed by written consent of all the directors or by notice to all directors as in the case of a special meeting.
Section 6. REGULAR BOARD MEETINGS: The Board of Directors may provide, by resolution, the time and place for holding regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.
Section 7. SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by or at the request of the president, or any three directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.
Section 8. NOTICE: Except for notice given pursuant to Section 6 of this Article Four, notice of the date, time and place of any regular or special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by U.S. mail to each director at his address as shown by the records of the corporation or by electronic mail to each member at the electronic mail address at which the member has consented to receive notice. If mailed by U.S. mail, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereof prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.
Section 9. QUORUM: A majority of the members of the Board of Directors currently holding office shall constitute a quorum to conduct business. However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 10. BOARD ACTION: The affirmative vote of the majority of the members of the Board of Directors present at a meeting shall be required on all matters of corporate business.
Section 11. BOARD ACTION WITHOUT A MEETING: Any action required or permitted to be taken at which could be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. Action, other than an action requiring member approval, may be taken by written action signed or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present. Any board action taken without a meeting is effective when signed by all of the directors unless a different effective time is provided in the written action.
Section 12. REMOTE COMMUNICATION: Pursuant to the terms of Minn. Stat. §317A.231 or any subsequent corresponding section, any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting, if the same notice is given of the meeting as is required under Section 8 of this Article Four of these Bylaws and if the number of directors participating in the meeting is sufficient to constitute a quorum at the meeting. Participation in a meeting by that means constitutes personal presence at the meeting.
Section 13. VACANCIES: The remaining members of the board, though less than a quorum, shall fill any vacancy occurring on the board and/or any directorship to be filled by reason of an increase in the number of directors. A person so selected shall hold office until his or her successor has been elected and qualified.
Section 14. VOTING TO FILL A VACANCY OR DIRECTORSHIP OR OFFICERS BY WRITTEN ACTION OR ELECTRONIC COMMUNICATION: Where a vacancy or directorship is to be filled or officers are to be elected by the Board, such action may be conducted by written action signed or consented to by authenticated electronic communication by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.
Section 15. REMOVAL: The members, by an affirmative vote of two-thirds of all the members of those entitled to vote at an election of directors, may, with or without cause, remove a director or the entire Board from office. Neither a director nor the entire Board shall be removed from office unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When the Board or a director has been removed, new directors may be elected at the same meeting.
Section 16. TERMINATION: The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a director with or without cause. Membership shall automatically terminate when a membership on the Board of Directors is terminated. If any member shall fail to attend three successive meetings, without satisfactory excuse, their position on the Board shall be declared vacant by the Board of Directors and the their membership shall be automatically terminated.
Section 17. RESIGNATION: Any Director may resign by filing a written resignation with the Secretary or by sending the resignation via electronic mail to the Secretary at the electronic mail address at which the Secretary has consented to receive notice.
Section 18. REINSTATEMENT: On written request signed by a former Director and filed with the Secretary, the Board of Directors, by the affirmative vote of two-thirds of the members of the Board, may reinstate such former Director on such terms as the Board of Directors may deem appropriate.
Section 19. TRANSFER: Membership on the Board of Directors in this corporation is not transferable or assignable.
Section 20. VOTING BY PROXY: A director shall be prohibited from voting by proxy at any meeting of the Board of Directors.
Section 21. COMPENSATION: The directors of this corporation shall not receive compensation for their services but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE FIVE
OFFICERS
Section 1. OFFICERS: The Board of Directors shall select a President/Executive Director, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The remaining members of the Board of Directors shall be assigned specific duties and functions consistent with the programs undertaken by the corporation. Any two or more offices may be held by the same person except for that of President and Vice-president.
A. President/Executive Director. The President/Executive Director shall be the chief executive officer of the corporation and shall preside over all meetings of the Board of Directors and of the Executive Committee. The President/Executive Director shall appoint all committees of the corporation, including a nominating committee for the election of officers, and any and all other committees that the President/Executive Director may from time to time deem necessary or appropriate shall have the responsibility of managing the business and welfare of this corporation. He shall have the general powers and duties usually vested in the office of President/Executive Director and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. He shall be in charge of the staff and the office employees and he may appoint and remove such assistants as he may deem necessary and appropriate from time to time. The President/Executive Director shall be a voting member of the Board of Directors and an ex officio member of all committees of the Board of Directors. He shall also possess such other powers and perform such other duties as the Board of Directors may from time to time prescribe.
B. Vice President. The Vice President shall have all the powers and perform all the duties of the President in case of the death, disqualification, absence or incapacity of the President. He shall also possess such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. The Board of Directors may choose to have multiple Vice-Presidents.
C. Secretary. The Secretary shall attend all meetings of the Board of Directors and shall record all votes and the minutes of all proceedings of the Board of Directors in a corporate minute book to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors as required by these By-laws. The Secretary shall possess the general powers and duties usually vested in the office of Secretary, and may act upon any matter requiring the signature of, or action by, the Secretary of the corporation. The Secretary shall also possess such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe.
D. Treasurer. The Treasurer shall have the care and custody of all corporate moneys, funds and securities, and shall keep all financial records of the corporation. He shall supervise and be primarily responsible for all disbursements of funds of the corporation, and shall keep full and accurate accounts of all receipts and disbursements of the corporation in books of account belonging to the corporation. He shall supply the President and Board of Directors with annual, semi-annual or other periodic financial statements as the President or Board of Directors may require, and shall have such other powers and perform such other duties as the President or the Board of Directors may from time to time prescribe. The Treasurer shall not make any disbursements without approval of the Board of Directors or the Executive Committee, except for payment of regular periodic bills of the corporation. Upon leaving his office, the Treasurer shall see that the books and records of the corporation are audited at the end of the fiscal year by an independent auditor or by the succeeding Treasurer.
Section 2. ELECTION AND TERM OF OFFICE: The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office for a one (1) year term or until his/her successor has been duly elected and qualifies, except in cases of resignation, removal or termination.
Section 3. REMOVAL: Any officer elected or appointed by the Board of Directors may be removed with or without cause by the Board of Directors, by majority vote, whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. VACANCIES: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by action of the Board of Directors for the unexpired portion of the term.
Section 5. POWERS AND DUTIES: The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the power and authority and shall perform and discharge the duties of the offices of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.
ARTICLE SIX
COMMITTEES
Section 1. COMMITTEES OF DIRECTORS: The Board of Directors by resolution adopted by a majority of the directors in office, may designate one or more committees, which committees, to the extent provided in such resolution, shall have and exercise the authority designated in such resolution; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or him by law.
Section 2. EXECUTIVE COMMITTEE: The officers of the corporation, as selected from time to time by the Board of Directors, shall constitute an Executive Committee of the Board of Directors. To the extent determined by the Board, the Executive Committee has the authority of the Board in the management of the business of the corporation and shall have the responsibility of working with and assisting the President/Executive Director with respect to the financial and program details of the corporation. 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 majority of the Executive Committee shall constitute a quorum, but the President/Executive Director shall not be counted for quorum purposes. Action taken by a majority of members of the Executive Committee present at any meeting at which a quorum is present shall constitute the action of the entire Executive Committee. At the discretion of the President/Executive Director, the Executive Committee may go into executive session. Executive session shall mean meetings of the Executive Committee at which no officers or directors who have a personal interest in the subject matter being discussed are present.
ARTICLE SEVEN
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. CONTRACTS: The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to special instances.
Section 2. CHECKS, DRAFTS, OR ORDERS: All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by any two of the four named officers (President, Vice President, Treasurer, Secretary) of the corporation.
Section 3. DEPOSITS: All funds of corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. GIFTS: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any legal purpose of the corporation.
Section 5. RECEIVING, HOLDING AND INVESTING TRUST PROPERTY: Within the scope of the corporate purposes and subject to Minn. Stat. §501B.31 (relating to trusts for charitable, educational, religious and other uses) the corporation may take, receive and hold real and personal property, including the principal and interest of any money or other fund, that is given, conveyed, bequeathed, devised to or otherwise vested in the corporation in trust for a purpose consistent with the purposes set forth in its Articles. Except where the trust instrument prescribes otherwise, the corporation may invest trust property or its proceeds in accordance with Minn. Stat. §501B.151.
ARTICLE EIGHT
BOOKS AND RECORDS
Section 1. CERTAIN RECORDS: The corporation shall keep at its registered office or at the home of its Secretary, correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.
Section 2. INSPECTION: All books and records of the corporation may be inspected by any member, or his agent or attorney at any reasonable time and for any proper purpose provided reasonable notice has been given prior to the inspection.
Section 3. FINANCIAL STATEMENTS: 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.
Section 4. STATE OF MINNESOTA: The corporate officers shall maintain the corporate books and records in such a manner as to provide the State Attorney General, the Commissioner of Taxation or any other state official the necessary access required by law to determine whether the corporation has complied with the laws of the State of Minnesota.
ARTICLE NINE
FISCAL YEAR
The fiscal year of the corporation shall be such as shall be prescribed by the Board of Directors.
ARTICLE TEN
VOTING STOCK OF OTHER CORPORATIONS
Unless otherwise ordered by the Board of Directors, the President/Executive Director shall have the power, on behalf of the corporation, to vote whether in person or by proxy at any meeting of stockholders of any corporation in which this corporation may hold stock, and at any such meeting the President shall possess and may exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof which this corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers at its pleasure.
ARTICLE ELEVEN
CORPORATE SEAL
The corporation shall not have a corporate seal.
ARTICLE TWELVE
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Articles or Certificate of Incorporation or the By-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent or the giving of such notice. The waiver shall be in writing and filed with the person who has been designated to act as secretary of the meeting, who shall enter it upon the records of the meeting. Appearance at a meeting is deemed a waiver unless it is solely for the purpose of asserting the illegality of the meeting.
ARTICLE THIRTEEN
INDEMNIFICATION OF OFFICER AND DIRECTORS
Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against:
A. All costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against said person, or in respect of any act, deed, matter or thing whatsoever made, done or permitted by said person, in or about the execution of the duties of his office or in respect of any such liability;
B. All other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges, or expenses as are occasioned by his own willful neglect or default.
ARTICLE FOURTEEN
BOARD OF REFERENCE
The Board of Directors may appoint such persons as in their discretion will be of value to the corporation to serve on a Board of Reference (if one is adopted by the Board), and to solicit the advice, counsel and services from time to time of the members of such Board.
ARTICLE FIFTEEN
AMENDMENTS OF BYLAWS
The Board of Directors, by a two-thirds vote of those who are present and entitled to vote on the proposed amendment, may amend the Bylaws at any meeting of the Board. Notice of the meeting and of the proposed amendment shall be given at least five (5) days before the scheduled meeting.
These Articles are hereby adopted as the amended and Restated Bylaws of WEAVER LAKE CONSERVATION ASSOCIATION this 21st day of November, 2002
Elizabeth Hage,
Secretary