Bylaws of the Como Community Council—District 10

 

 

ARTICLE I

NAME

 

The name of the organization shall be: Como Community Council--District 10, also referred to as the Council throughout this document.  The Council is a 501(c)(3) charitable corporation.

 

 

ARTICLE II

PURPOSE

 

The purposes of this organization are charitable and educational.  The organization shall help inform the community as to matters of common interest for the preservation and growth of a desirable and livable neighborhood, with the goals of fostering community pride and of fostering confidence in the future of the community.  The organization shall initiate or participate in such action as may enable residents to preserve and maintain good residential housing, live in a healthful environment, enjoy recreational facilities, protect the neighborhood from crime, and foster a healthy business climate that is compatible with residential needs.

 

ARTICLE III

BOUNDARIES 

 

Section 1. District 10’s boundaries shall be as follows:

 

Beginning on Snelling, east on Hoyt to Hamline; north on Hamline from Hoyt to Larpenteur; east on Larpenteur, from Hamline to Dale; south on Dale from Larpenteur to Maryland; west on Maryland to Como Boulevard East; south on Como Boulevard East to Gateway Drive; west on Gateway Drive to Como Boulevard West; north on Como Boulevard West to Churchill; south on Churchill to Horton; west on Horton to Lexington; south on Lexington past Energy Park  Drive to Burlington Northern Railroad Tracks; west along Burlington Northern Railroad tracks from Lexington to Snelling; north on Snelling from Burlington Northern Railroad tracks past Energy Park Drive to Wynne; west on Wynne, from Snelling to Aldine; north on Aldine to Como Avenue; east on Como Avenue to Snelling; north on Snelling to the point of beginning at Hoyt.

           

Section 2. District 10 shall be divided into three (3) sub-districts.  The boundaries of the three (3) sub-districts are as follows:

 

Sub-district One: From District 10’s west boundary to Hamline Avenue, inclusive, north to south.  Also includes the Energy Park area, bordered by Snelling to the west, Lexington to the east, and the Burlington Northern Railroad tracks to the north and south.

 

Sub-district Two: From Hamline Avenue to Victoria Avenue, inclusive north to south, ending at the Lexington underpass of the Burlington Northern Railroad.

 

Sub-district Three: From Victoria Avenue to Dale and the east boundary, inclusive, north to south.

 

 

ARTICLE IV

MEMBERSHIP

 

Section 1. Community members are residents of District 10 and authorized representatives of businesses and non-profit organizations that are located within District 10, who are eighteen (18) years of age or older, regardless of race, religion, sex, or national origin.  A business or non-profit, including any affiliated or related entities or those that have common ownership, is entitled to no more than one authorized representative.  Registration ceases when the conditions of community membership are no longer met. No dues will be required for membership. 

 

Section 2. Any community member that is registered with the Council, referred to herein as a registered community member, is entitled to vote at a community meeting.

 

Section 3. A community member may register at the annual meeting of the Council or by registering with Council staff at least three (3) business days in advance of a community meeting during which a vote will be taken.

 

Section 4. An individual may be required to provide evidence satisfactory to the Chairperson indicating that the individual resides within District 10 in order to become a registered community member; a registered community member may vouch for an individual lacking documentation of residency.  A representative of a business or non-profit may be required to provide evidence satisfactory to the Chairperson indicating that the entity is registered with the Minnesota Secretary of State at a location within District 10 in order to become a registered community member.

 

Section 5. An alphabetical list of registered community members will be available for inspection three (3) business days before a community meeting.

 

 

ARTICLE V

BOARD OF DIRECTORS 

 

Section 1. The business and affairs of the Council shall be under the direction and managed by the Board of Directors, referred to herein as the Board.

 

Section 2. The Board shall consist of a Chairperson, Vice-chairperson, Secretary, Treasurer, and eleven (11) other Directors elected by the registered community members, at the annual meeting.  Of the eleven (11) other Directors, at least two (2) shall be elected from each of the three (3) sub-districts.  The remaining five (5) Directors shall be elected at-large from District 10.  The two (2) Directors required from each sub-district shall be in addition to any Directors which may have already been drawn from the particular sub-district.

 

Section 3. Terms of office for each Director position shall be two (2) years, except that terms for all positions that currently end in October 2013 will be reduced by six months to end in April 2013, and terms for all positions that currently end on October 2014 will be reduced by six months to end in April 2014.  Terms of office will begin seven (7) calendar days after the annual meeting.

 

Section 4. Any Director may resign at any time by giving written notice to the Chairperson.  Such resignation shall take effect upon receipt of the notice, unless a later date is specified. 

 

Section 5. The Directors shall be present at all Board meetings.  If unable to attend, notification of non-attendance shall be given to the Chairperson or staff.  Directors who are over twenty (20) minutes late will be considered absent unless there is justifiable cause.  Justifiable cause will be decided by the Chairperson. 

 

Section 6. Any Director may be removed, with cause, from office at a Board meeting by a two-thirds (2/3) vote of the Directors.  At least fifteen (15) calendar days prior to the Board meeting, the Council shall provide written notice to the Director in question of the reasons for seeking his or her removal.  At the Board meeting, and prior to any vote on the removal of the Director, he or she shall be given a reasonable opportunity to offer an explanation and respond to Board questions.

 

Three (3) consecutive absences or five (5) absences within a twelve (12) month period shall be considered grounds for initiating a Board action.

 

 

Section 7. Except for the Chairperson, a special election to fill a Director vacancy shall be held at the first regularly scheduled Board meeting after the vacancy occurs, provided that notice to the community has been made a minimum of fourteen (14) calendar days in advance of the election.  If the vacancy is not filled during that meeting, special elections shall be held at each subsequent Board meeting.  The elected Director shall hold office for the balance of the unexpired term.

 

Section 8. Each Director shall be a member of at least one committee or ad-hoc committee at all times.

ARTICLE VI

OFFICERS

 

Section 1. The officers of the Council shall be the Chairperson, Vice-chairperson, Secretary and Treasurer.

 

Section 2. No officer shall be elected to more than two (2) consecutive terms to that office.  Upon vacating office, all electronic and hard copy files and all resource materials must be transferred to the Council office.

 

Section 3. Duties of the Chairperson shall include but are not limited to the following:

 

Section 4. Duties of the Vice-chairperson shall include but are not limited to the following:

 

Section 5. Duties of the Secretary shall include but are not limited to the following:

 

 

Section 6. Duties of the Treasurer shall include but are not limited to the following:

 

 

 

ARTICLE VII

ELECTIONS

 

Section 1. The election of the Directors will be held each year at the annual meeting, unless a vacancy requires a special election, and the terms will be staggered.

 

Section 2. The Chairperson, Secretary, one (1) representative from each sub-district and two (2) at-large members will be elected in the odd numbered years.

 

Section 3. The Vice-chairperson, Treasurer, one (1) representative from each sub-district and three (3) at-large members will be elected in the even numbered years.

 

Section 4. The date, time and place of the elections shall be announced to the entire District 10 community at least fourteen (14) calendar days prior to the election.

 

Section 5. The Chairperson shall appoint a recruitment committee that will accept interested applicants for nomination up to fourteen (14) calendar days prior to the election.  After that time, nominations will be only from the floor during an election meeting. No candidate for election may serve on the recruitment committee.

 

 

Section 6. Candidates nominated by the recruitment committee shall submit a biography, which will be published in the community newsletter and other sources prior to the election.  Ballots with the names of the nominated individuals will be printed and distributed.  Candidates from the floor will be considered write-in candidates.

 

Section 7. Election Voting Procedures

1.     Chairperson, Vice-chairperson, Secretary and Treasurer

2.     Sub-district representatives

3.     At-large representatives 

 

ARTICLE VIII

COUNCIL MEETINGS

 

Section 1. Meeting Rules and Procedures

 

Section 2. There shall be an annual meeting each April.

 

Section 3. All Council meetings shall be open to the public.

 

Section 4. Board Meeting Frequency

 

Section 5. Board Meeting Agenda

a.     The quorum for the Board meeting shall consist of fifty-one percent (51%) of the Directors in office.

b.     The Executive Committee shall prepare a Board Meeting Agenda for each meeting, the approval of which shall be the first order of business by registered community members.

c.     Only Directors may vote during the Board section of the meeting.  Voting by proxy and absentee voting are prohibited.

d.     A majority vote of the Board is necessary for the passage of any action, except for the following, which shall require a two-thirds (2/3) vote of the Board: removal of a Director; an amendment to the Articles of Incorporation or Bylaws; and the dissolution of a committee or ad-hoc committee.

 

Section 6.  Community Section of Agenda

a.     Every Board Meeting Agenda shall have a Community Section, which shall be approved by registered community members at the beginning of the Community Section.

b.     The quorum for the Community Section of an Agenda at Board meetings shall consist of a quorum of Directors and three (3) registered community members.

c.     Directors and registered community members may vote on issues raised or presented during the Community Section.

d.     Voting by proxy and absentee voting are prohibited.

 

Section 7. The intent of this section is to offer guidance on determining which issues are appropriate for the community to advise the Board in its final decision.

 

a.     Issues pertaining to the management, maintenance, and administration or the Council will be decided by the Board.  Such issues include, but are not limited to: personnel, office management and maintenance, Board training, strategic planning, fiscal planning and management, committee support and recommendations and relationships with external organizations and government entities.

b.     Issues pertaining to the welfare of the community will be decided by the Board with guidance from the community, usually in the form of a community vote.  The community vote may be taken only after the appropriate committee(s) and Board have introduced a recommendation and prior to final Board action.  Such issues may include, but are not limited to: community development, recommendations to the City of St. Paul, ranking of community priorities, relationships with community institutions that have an affect on District 10, and land use issues.

 

 

 

 

 

ARTICLE IX

COMMITTEES

 

Sections 1. The Board may create standing committees and ad-hoc committees as needed.

 

a.     Standing committees may exist continuously and shall be chaired by a Director and shall be appointed by the Board.

b.     Ad-hoc committees may exist for up to twelve (12) months and may be extended by a majority vote of the Board.  Ad-hoc committees may be chaired by a Director or any registered community member and shall be appointed by the Board.   

c.     Committee chairperson’s term will be for one year, after which they may be re-appointed.

d.     Upon recommendation of the Executive Committee, the Board may vote to dissolve a committee or an ad-hoc committee.  This requires a quorum and a majority support from two-thirds (2/3) of the Board.

e.     At all Board meetings, committee chairpersons are expected to report to the Board or provide a written report about their committee activities.

 

Section 2. There shall be an Executive Committee consisting of the Chairperson, Vice-chairperson, Secretary, and Treasurer.  The Executive Committee may meet and take action between Board meetings.  However, no action shall be considered final until it has been approved at a Board meeting except for staff performance reviews and expenditures of funds up to $250.00.

 

Section 3. Any registered community member may serve on any committee or ad-hoc committee by adding his or her name to the list of members of the committee or ad-hoc committee.  These lists shall be kept in the Council office.  Membership ceases when the committee or ad-hoc committee is dissolved, when the member removes his or her name from the list of members, or when the member is no longer a registered community member.  

 

Section 4. Committees shall have the authority only to gather information, raise issues, evaluate their findings, and issue reports to the Board.  They shall not make any written or verbal recommendations to outside agencies/organizations without prior approval of the Board except when actions of the City of St. Paul, county or state will occur before the next regularly scheduled Board meeting, in which case committees may take action with approval from the Executive Committee.

 

Section 5. Committees shall be advisory to the Board and shall provide written reports of their progress at the monthly meetings, upon request of the Chairperson, and/or upon discharge of the committee.  Committees and ad-hoc committees must submit written goals and objectives annually and upon creation.

 

Section 6. All committee and ad-hoc committee meetings shall be open to the public.  Whenever possible, such meetings shall be announced to the community in advance of the meetings through the community newsletter, email, flyers or website.

 

 

ARTICLE X

FINANCING

 

Section 1. The Council is a 501(c)(3) non-profit, tax exempt organization.  Budgets, which project a deficit, cannot be submitted for approval.  

 

Section 2. The Council shall be empowered to receive and disburse community development funds or any other source consistent with the Council’s purpose.

 

Section 3. In the event that the Council shall require funds for special purposes and projects, it shall have the authority to solicit funds in its name, establish a bank account, and disburse funds as the Board directs.  All funds disbursed by check shall require the signature of two of the following five persons on the check: Treasurer, Chairperson, Vice-chairperson, Secretary, or principal staff member as designated by the Executive Committee.

 

Section 4. At least once each year, the Council shall have an audit conducted of the financial records, and accounts of the organization.  A report shall be prepared and submitted at a monthly Board meeting.

 

Section 5. The fiscal year of the Council shall be the calendar year.

 

 

ARTICLE XI

STAFF

 

Section 1. The Council may employ staff or consultants, and establish procedures for hiring, performance, and termination.

 

Section 2. The Council may use staff furnished to them by the City of St. Paul and its agencies.

 

Section 3. The Council may utilize volunteer staff.

 

Section 4. Expenses incurred by volunteers in the performance of Council assignments may be reimbursed upon approval by the Board when original, detailed receipts are submitted to the board and the purpose of the expense is detailed on the receipt. 

 

 

ARTICLE XII

AMENDMENTS

 

Section 1. These Bylaws may be adopted, amended or repealed by two-thirds (2/3) vote of the Board.  Notification of all impending bylaw changes must be given fourteen (14) calendar days in advance of the monthly Board meeting.

 

Section 2. Unless the Articles of Incorporation or Bylaws provide otherwise, at least fifty (50) registered community members may propose a resolution for action by the Directors to adopt, amend or repeal the Bylaws.  The amendment must contain the provisions proposed for adoption, amendment or repeal.  The limitations and procedures for submitting, considering and adopting the resolution are the same as provided in Minn. Stat. § 317A.133, subd. 2, for amendment of the Articles of Incorporation, except that Board approval is not required.

 

 

ARTICLE XIII

CONDUCT

 

Section 1. No substantial part of the activities of the Council shall be propagandizing or otherwise attempting to influence legislation.  The Council is a non-partisan organization and shall not participate or interfere with any political campaign on behalf of any candidate for public office.

 

Section 2. Any salaried public official, publicly announced candidate for salaried elected office, or person appointed to any salaried elected office shall not be eligible for election or permitted to continue serving as a Director.  Any Director who becomes a candidate must take a leave of absence or resign.  If the candidate ceases to be a candidate, or, fails to be elected, this person is eligible for election or reappointment as a Director.

 

Section 3. Directors will refrain from the public endorsement of political parties, candidates, or legislation while identifying themselves as members of the Council.

 

Section 4. Any Director or committee chairperson who, in the discharge of official duties, would be required to take an action or make a decision substantially affecting his or her financial interest or a business with which said member is associated, shall take required actions cited in the Saint Paul Administrative Code, Chapter 24, Code of Ethics (24.03, Conflicts of Interest).  Any member with a potential conflict of interest shall declare it immediately, in advance whenever possible, in writing to the Council or Executive Committee.

 

Section 5. Directors and committee members shall serve without compensation.

 

Section 6. Registered community members, Directors and staff shall not act as an agent of the Council unless specifically authorized to do so by the Board.

 

Section 7. Conduct or behavior unbecoming to the Council’s purposes will be assessed and determined by the Board.

 

Section 8.  The Directors are expected to act responsibly and make decisions for the good of the community according to the purpose of the Council as described in Article II and not for personal gain.  Directors must also comply with all organization policies along with county, state and federal laws.

 

Section 9. The Council shall indemnify such persons for such expenses and liabilities, in such manner, under such circumstances, and to such an extent, as permitted by Minn. Stat. § 317A.521, as now enacted or hereafter amended.  The Council will purchase and provide appropriate insurance to conduct its business and to enhance effective, ongoing operations such as Directors & Officers, Property/Casualty, etc.

We, the undersigned Directors of the Council, hereby certify that the forgoing Bylaws were adopted as the complete Bylaws of the Council on October 16, 2012.

 

 

District 10 Board of Directors:

Ted Blank

Richard Dian

Laurie Erickson

Thomas Eyre

Chris Harkness

Linda Hinderscheit, Secretary

Panod Klongtruatroke, Vice-chairperson

Jon Knox, Chairperson

Jody McCardle

Kim Moon

Penny Spence, Treasurer

Curtis Stock

Betsy Wehrwein

Kate Wilinski

 

 

Adopted July 22, 1977

Revised October 9, 1991

Revised October 19, 1993

Revised October 17, 1995

Revised July 15, 2003

Revised October 17, 2006

Revised October 16, 2012