DRAFT: 2019 Bylaws Revision

Updated on Nov. 7, 2019 BYLAWS: THIS IS A DRAFT

The Folwell Neighborhood Association Board of Directors is currently working to update and revise our bylaws. Below is a working draft of proposed updates. They have been reviewed by NCR and several Folwell community members. All feedback to date has been incorporated in this version. Please note: nothing listed below has been voted into action. They will be voted on at our Annual Neighborhood Celebration on Nov. 11 at 6:30pm at Folwell Park.

Our current bylaws can be read and reviewed for comparison. Please send any questions, proposed additions, or other input, to christine@folwell.org by 9 am on Sunday, Nov. 10 to have them addressed in the printed copies for the Annual Meeting.

This document flags changes from previous versions.

Folwell Neighborhood Association Bylaws

Folwell Neighborhood Association bylaws as amended August 4, 1997, May 2, 2001, April 7, 2008, January 10, 2011, and XXXX, 2019.

Section A: General
Section B: Members
Section C: Meetings
Section D: Board of Directors
Section E: Committees
Section F: Liabilities and Resolution Policies
Section G: Amendments

Section A: General 

A1. Name, purpose, and geographic definition

The organization name is the Folwell Neighborhood Association, but can also be referred to as the “FNA” or “Association.” The general purpose of the FNA is to promote the welfare of the people living and working within the boundaries of the Folwell neighborhood. For purposes of these bylaws “Folwell Neighborhood” means the geographic area as defined by the City of Minneapolis. The FNA is organized within the context of the MN State Non-profit Law, specifically 317A.435, Subd.4(c).

A2. Fiscal year and budget 

The fiscal year is from January 1 to December 31. The board of directors must pass a budget, established by the treasurer, by December 1 of the previous year.

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Section B: Members

B1: Eligible members

Eligible members include:

  • All individuals eighteen years or older whose primary residence is within the Folwell neighborhood
  • All non-resident property owners who own property within the Folwell neighborhood
  • All non-resident business owners who own or operate a business within the Folwell neighborhood

Individuals meeting the eligibility criteria above become a member by signing in at any meeting of the FNA or by requesting our email newsletter. Membership powers are effective immediately.

B2: Proof of membership

The board of directors cannot adopt any policy or procedure for providing proof of membership that results in excluding eligible members from exercising their rights. An existing member may vouch for an individual to qualify as a member.

B3: Powers of members

Members are eligible to:

  • Run for positions on the board of directors
  • Cast one ballot per action requiring member voting
  • Volunteer for and chair committees
  • Request and review the last six years of
    • Accounting records
    • Meeting minutes
    • Bylaws and Articles of Incorporation
  • Request and review
    • Current financial statements
  • Copies of the FNA’s Federal tax returns (form 990)

B4: Termination of Membership

Membership ends when an individual no longer meets the eligibility requirements listed in Section B1: Eligible members.

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Section C: Meetings

C1: Business meetings

At a minimum, the board of directors will meet once a quarter, for a total of four open meetings per year, to conduct general Association business. The Annual Meeting counts as one of the four meetings.

All business meetings will be:

  • Held at a public and accessible place in the Folwell neighborhood or next closest available option
  • Announced at least 14 days before the meeting with a time and location
  • Open to the public

C1a: Quorum and voting

A quorum, defined as 50% plus one of current board members, must be present at a meeting for the board to take action, such as holding a vote. If a quorum is present when the meeting starts but falls below during the meeting, the remaining board members can continue to conduct business and take action until adjournment. Votes will be decided on a simple majority unless otherwise specified.

C1b: Closed meetings

The board may hold closed meetings when discussing personnel, staffing, real estate, or legal disputes. At least seven days’ notice that the meeting will be closed must be given. The notice must include what the board will discuss at the meeting.

C1c: Recording meetings

Recordings are allowed at all open meetings. FNA Board Members, employees, or staff can only prohibit the use of audio or video recordings during closed meetings.

C1d: Action without a meeting

The board may take action by written consent, including electronic communications such as email. Any action without a meeting must have unanimous votes for approval. Any motion sent for written consent must be clear on:

  • The exact motion
  • The responses necessary to show approval

Any action taken without a meeting must be reported publicly within 14 days of the action and be recorded in the minutes at the next meeting, including copies of the responses.

C2: Annual member meeting

The FNA will hold an annual member meeting between September 1 and November 30. It must be at a public and accessible place in the Folwell neighborhood or the next closest available option.

At a minimum, the annual member meeting must include: 

  • Members voting to elect individuals for vacant seats on the board of directors
  • Reports from the board on the financial condition of the organization and summarizing the activities that occurred since the previous annual meeting
  • Members taking action on any business requiring their decision

The date, time, and location will be determined by the board of directors and announced at least 14 days before the meeting.

C3: Special meetings

Special meetings may be called at any time by 

  • A written request from at least 50 members 
  • The board chair 
  • A two-thirds majority of board members

Special meetings will be limited to the issue(s) for which the meeting was called. Notice of special meetings and the issue(s) it was called for will be shared with the board of directors and members at least seven days in advance of the meeting.

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Section D: Board of Directors

D1: Board composition, number, and duties 

The FNA Board of Directors must have at least three and no more than 11 members. Each board may define more responsibilities and expectations of its directors.

No more than one non-resident property owner and one non-resident business owner, as defined in Section B1: Eligible members, can serve on the board (up to a total of two board positions).

The board of directors is responsible for: 

  • Setting and approving strategic direction, policy, and plans for the organization
  • Setting and approving a balanced budget and approving expenditures according to policy
  • Staffing the organization according to the strategy and budget
  • Exercising their fiduciary duties by safeguarding the assets of the Association
  • Other duties as required to ensure the integrity, mission, and operation of the Association

D2: Board memeber election and terms

All board positions will be awarded by elections, voted on by FNA members. To be elected to the board, a member must receive 50% plus one (1) of the possible votes.  A member may be nominated to the board in advance or from the floor. Any member can nominate themselves.

The board of director terms will be staggered two-year terms. No board member can serve more than three consecutive terms (six years). A one-year absence from the board is required after serving three consecutive terms before being eligible again for a new term. 

D3: Board member resignation, removal, and vacancies

A board member may resign at any time and for any reason by giving written notice to the chair. The resignation is effective immediately once received by the chair unless otherwise stated in the notice. The board member’s term will be counted as one full term if they had served more than 50% of the term.

A board member may be removed with or without cause from the board of directors by a two-thirds vote at an open meeting. The board member being voted on must be notified at least seven business days’ before the vote and the board member must have the right to be heard at the meeting.

A special election may be held to fill vacancies between the Annual Meetings for the remaining term of any vacated position. If 50% or more of the term has been completed when the vacancy is filled, it does not count into the term limit.

D4: Officers

The board must elect at least three officers: a chair, treasurer, and secretary. No person may hold two offices at the same time. No two members can be related or share a dwelling or business. The board of directors may designate more duties for officers or positions as needed, such as a vice-chair or non-officer check signers.

D4a: Board chair

The chair is considered the “president” of the Association for the sole purpose of carrying out the duties of signatory agent and may execute documents on behalf of the Association under that title. 

The chair is responsible for: 

  • Calling meetings 
  • Setting meeting agendas 
  • Leading the meetings of the organization or delegating the responsibility during an absence

D4b: Treasurer

The treasurer will lead meetings if the board chair is unable to attend and does not delegate a replacement.

The treasurer is responsible for:

  • Keeping accurate accounts of all monies of the Association received and disbursed
  • Reporting to the board of directors and members on the financial condition of the Association at each business meeting
  • Supervising the receipt, deposit, and payment of the Association’s funds per the financial policies
  • Overseeing policies for the payment, reimbursement, or other uses of FNA funds

D4c: Secretary

The secretary is responsible for: 

  • Recording or delegating the recording of the minutes at meetings
  • Ensuring distribution of the minutes and agendas to all board members and the public

D4d: Officer elections and terms

The board of directors will elect officer positions at the first meeting following the Annual Meeting. The terms for each officer are one year. A board member may serve up to two consecutive terms in one officer position (two years total). The exception is the board chair, who can only serve a one-year term. After a one-year absence, any previous officer is eligible to run again.

D4e: Officer resignation and removal

Any officer may resign at any time for any reason, by giving a resignation notice to the full board. Any such resignation will take effect upon receipt of the notice unless otherwise specified in the notice. Resignation as an officer does not remove the individual from the board of directors unless stated so in the notice. Any officer may be removed with or without cause by a two-thirds vote of the total number of the board at an open meeting. Removal in this manner does not remove the officer from the board of directors.

D4f: Officer vacancies

A vacancy in any office due to resignation, removal, or any other reason must be filled for the remaining of the term by a vote of the board of directors at the next business meeting following the resignation. If 50% or more of the term has been completed when the vacancy is filled, it does not count into the term limit.

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Section E: Committees

The board of directors can establish or dissolve standing and/or ad hoc committees by affirmative action. The board may act by and through the committees. All committees will have duties and responsibilities approved by a board resolution and at all times are answerable to the direction of the board. All committees must have a chair. The committee chair is subject to board approval.  As stated in Section B3: Powers of members, any member of the organization can volunteer for or chair a committee. Once established, standing committees will continue until they are dissolved. Ad hoc committees will determine a dissolve or renewal date when they are established

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Section F. Liabilities and Resolution Policies

F1: Indemnification 

No officer or member of the board will in any way be personally liable or responsible for any debt or obligation imposed or incurred by, or on behalf of, the Association.

To the fullest extent permitted by Minnesota law, the FNA will indemnify and hold harmless every party serving in a capacity for the FNA for any and all costs incurred in connection with the defense of any action, suit, or proceeding in which someone may be made a party or a witness by reason of their official capacity for the organization. The FNA must purchase and maintain insurance sufficient to cover such costs.

F2: Complaints 

Any complaint against FNA must be made in writing, including the address and signature of the complainant, and be submitted to the officers of the board of directors. The board must consider the complaint and decide whether action should be taken, and if so what action, within 60 days of receiving the complaint.

The board must mail a written response to the complainant explaining actions to be taken, if any, regarding the complaint and why. This response will be mailed within 30 days of the meeting to consider the complaint. The board will have a copy of the complaint and the board’s response to it available at the next general membership meeting.

F3: Conflict of Interests

All board members are required to follow the FNA’s Conflict of Interests policy.

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Section G. Amendments

Permanent Amendments to these bylaws may only be adopted at the Annual Meeting. At least ten days’ notice of any amendments, including full text, must be made available to the general membership. A two-thirds majority of the general members present and voting are needed for an amendment to pass.

The amended bylaws will be made available to the general membership within 72 hours.

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