DRAFT: 2018 Bylaws Revision

MARCH 30, 2018 DRAFT 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. Please note: nothing listed below has been voted into action. Our current bylaws can be read and reviewed for comparison. If you have any questions, proposed additions, or other input, please contact josh@folwell.org (chair of the Policy and Civic Engagement Committee).

FOLWELL NEIGHBORHOOD ASSOCIATION BYLAWS

Folwell Neighborhood Association bylaws as amended August 4, 1997, May 2, 2001, April 7, 2008, January 10, 2011, and XXXX, 2018.

Article I – Name
Article II – Purpose and Geographic Definition
Article III – Membership: Joining, Duties, and Non-discrimination Policy
Article IV – Meetings, Elections, and Quorums
Article V – Board of Directors
Article VI – Officers of the Board of Directors and Duties
Article VII – Committees
Article VIII – Financial Matters
Article IX – Complaints
Article X – Amendments
Article XI – Liabilities and Indemnification
Article XII – Conflict of Interest
Article XIII – Partnerships
Article XIV – Standing Rules

 

Article I. Name

The name of the organization is the Folwell Neighborhood Association, also referred to as “FNA” or “Association.”

Article II. Purpose and Geographic Definition

Section 1. Purpose

The purpose of the Association is to protect and promote the Folwell Neighborhood and the interests of the residents and business owners. This includes, but is not limited to, the health, safety, and general welfare, within the neighborhood’s boundaries in an entirely non-partisan, educational, and cooperative manner. The Folwell Neighborhood Board of Directors (FNA Board) is responsible for implementing this purpose with the direct involvement and advice of the residents and general membership of the Folwell Neighborhood.

Section 2. Geographic Definition

The area represented by FNA for the purpose of these bylaws is the Folwell Neighborhood (defined by the Minneapolis Communities and Neighborhoods map approved by the Minneapolis City Council) has the following boundaries:

  • South boundary: North Lowry Avenue
  • North boundary: South Dowling Avenue
  • West boundary: East Penn Avenue
  • East boundary: West Dupont Avenue

This geographic area is not subject to change or amendment by FNA Membership or the Board of Directors.

Article III. Membership: Joining, Duties, and Non-discrimination Policy

Section 1. General Membership

Any person over the age of 16, who resides in, works in, or owns a business or property in the area defined in Article II, Section 2, and can prove residency or employment in the Folwell Neighborhood, is encouraged to and can be a member of the Association. No member shall have a vested right in the term of his or her membership. Membership rights cannot be assigned to another person unless specifically allowed by these bylaws. A member can vouch for up to three individuals for membership eligibility verification purposes. Efforts will be made to achieve faithful representation of the racial, ethnic, and economic diversity of the Folwell Neighborhood.

Section 2. Membership Term

Membership terms shall be ongoing for as long as a member meets the requirements of Article III, Section 1.

Section 3. Non-Discrimination Policy

Membership is open to all interested persons who meet the requirements of Article III, Section 1. No person will be denied membership because of race, religious belief or nonbelief, gender identity or expression, sexual orientation, national origin, immigration status, economic status, disability, political affiliation, creed, or any other state or federal protected class. FNA will not tolerate or support discrimination of any kind.

Section 4. Membership Privileges and Duties

  1. Members may speak on the floor at all FNA open meetings regarding issues discussed at such meetings.
  2. Each member is entitled to one vote on each matter submitted to a vote of general members during all FNA open meetings where such voting is required. A vote is determined by simple majority unless otherwise noted. Proxy voting is prohibited, but the Board can determine and establish a process for voting absentee.
  3. Members in good standing, as defined below, are eligible to serve on the FNA Board of Directors and/or serve as a chair of any committee appointed or organized by FNA, except the Executive or Finance Committees.

Section 5. Member Respect

The FNA encourages all members to be aware of, and sensitive to, the diverse backgrounds and perspectives in our neighborhood. There will be differences of opinion, and those differences are to be celebrated, worked through, discussed, and moved along. It is the practice of FNA to treat our neighbors respectfully. We are stronger together.

Section 6:  Members in Good Standing

A member in good standing:

  1. Meets the membership qualifications in Article III, Section 1.
  2. Has a completed membership form on file/registered with the FNA.
  3. Has attended two FNA associated meetings within an election cycle.

A member may terminate their membership in FNA by providing a written notice to the Board.

Membership may be terminated by 2/3 vote of the members at a FNA Business Meeting if a member does not meet the requirements established under this section.

Article IV. Meetings, Elections, and Quorums

Section 1. Annual Meeting

FNA will hold an Annual Meeting in November in a public and accessible place. The general membership present at any meeting held in accordance with procedures for calling the meeting will constitute a quorum. The date, time, and location will be determined by the Board of Directors.

The purposes of the FNA Annual Meeting are:

  1. To elect members in good standing to the FNA Board of Directors.
  2. To present reports by the Board of Directors summarizing the past year’s activities and actions for which the Board was responsible.
  3. To present financial, membership, and audit information by the Board of Directors
  4. To bring forward any business required to be decided on by the general membership.

Section 2. Elections to FNA Board of Directors

Regular elections to the FNA Board of Directors will occur at the Annual Meeting. Any FNA member in good standing may run for election to an open seat on the Board.

The FNA Board of Directors will publish the number of seats to be voted on at least 45 days prior to the Annual Meeting. The Board will solicit applications and make a full list of applicants available to the general membership at least seven (7) days prior to the Annual Meeting. The Board will be responsible for elaborating and establishing election procedures.

A candidate must receive at least 51%, or a simple majority, of the total vote of members present to be elected to the Board.

Section 3. Annual Meeting Notice

Notice of the Annual Meeting with a draft agenda will be made available to the public at least thirty (30) days prior to the meeting.

Section 4. Board of Directors Business Meetings

The Board of Directors will meet monthly to conduct general Association business. The meetings will be at a regularly scheduled day and time, determined by the Board, in a public and accessible place. The meeting time and location will be posted publicly. Draft agendas for each monthly Board meeting will be published at least four (4) days prior to the meeting.

Section 5. Special Meetings

Special meetings of the Board of Directors can be called by the Chair or a two-thirds majority of Board members. Such special meetings will be limited to the issue(s) for which the meeting was called. Notice of special meetings will be given to Board members and made available the public at least two (2) days in advance of the meeting and include a draft agenda.

Section 6. Closed Meetings

The Board Chair may close business meetings to the public, but must provide at least seven (7) days’ notice that the meeting will be closed. The notice must include what the Board will discuss at the meeting. There can be a maximum of four (4) closed business meetings per year.

Section 7. Holidays

If a regular Board meeting or general membership meeting falls on an official federal holiday, the meeting will be held on the following Monday, unless otherwise decided by the Board of Directors. Meetings rescheduled due to official federal holidays do not count as a differently scheduled meeting.

Section 8. Conduct of Meetings

Robert’s Rules of Order, latest revision, when not in conflict with these by-laws, will be used to conduct all meetings.

Section 9. Quorum and Voting

A quorum, consisting of at least 51% of the seated Board members, must be present to take action. Votes will be decided on a simple majority, unless otherwise specified.

Section 10. Recording of Meetings

In support of transparency, audio recordings will be permitted at all open meetings. Meetings may be video recorded upon approval by the general membership in attendance. Members of the Board of Directors and FNA staff cannot prohibit the use of audio or video recordings, except during closed meetings.

Article V. Board of Directors

Section 1. Number and Make-Up of the Board of Directors

The governing body of FNA is the Board of Directors, which will be comprised of no less than seven (7) and no more than eleven (11) members. Board members agree to support the mission of the Association and work together for the betterment of the Folwell Neighborhood. The Board of Directors should reflect and represent the diversity of the neighborhood. Every attempt should be made to encourage diverse participation. Only one (1) member of the Board can be a person who owns property in the Folwell Neighborhood (as described in Article II), but does not live in the Folwell Neighborhood.

Section 2. Term

The terms of the Board of Directors will be staggered two (2) year terms. No Board member can serve more than three (3) consecutive terms (6 years). A one-year absence from the Board membership after serving three (3) consecutive terms is required before a previous member may be eligible for a new term.

Section 3. Duties

The Board must determine new officers, begin to establish committees, and set a general Board structure by the December FNA Business Meeting. New officers and committees must be voted on at the December FNA Business Meeting.

The Board of Directors are responsible for:

  1. Setting and approving strategic direction, policy, and plans for the organization.
  2. Setting and approving a balanced budget and approving expenditures according to policy.
  3. Staffing the organization appropriately according to the strategy and budget.
  4. Exercising their fiduciary duties by safeguarding the assets of the Association.
  5. Other duties as required to insure the integrity, mission, and operation of the Association.

Section 4. Vacancies

Vacancies occurring for any reason between Annual Meetings shall be filled by special election. The election shall be for the remaining term of the vacated position. The special election must be held within 45 days following the date of the resignation or removal. The Board must solicit applications, allow for a community review for all applicants, and provide time for all applicants to address the membership at the special election.

Section 5. Resignation

A Board member may resign from the Board at any time and for any reason upon written notice to the Chair. Resignation shall be effective immediately upon receipt by the Chair unless stated in the notice. In the case of resignation, the current term will be counted as one full term if the Board member serves more than 50% of the term.

Section 6. Removal

A Board member may be removed with or without cause from the Board of Directors by a two-thirds (2/3) vote of the Board at an open or closed meeting. Such a vote shall occur at a regular or a special meeting called for that reason with at least five (5) business days’ notice, with notification of such action; the Board member who is being removed has the right to be heard. A Board member may face removal if he or she misses three (3) or more meetings per term or after two (2) consecutive absences. In either instance, a Board member will receive written notification from the Chair that the Board will review their status and may take action to remove them at the next FNA Business meeting.

Section 8. Board Member Decorum

Board members will agree to respect each other and the Folwell Community.

Article VI. Officers of the Board of Directors and Duties

Section 1. Number and Make-Up of Officers

The officers of the Association are the Chair, Vice-Chair, Secretary, Treasurer, and one At-Large Board Member. The officers will work together to ensure full and effective participation of all FNA activities by members of the Folwell Neighborhood and will ensure that FNA represents the diversity of the Folwell Neighborhood.

Section 2. Officer Election and Terms of Officers

The Board of Directors will conduct elections for all Officer positions in the Association at the organizational meeting following the Annual Meeting. The terms for each officer on the Executive Committee is one year, December to December, and each officer must be reelected by the Board. In the event that an officer is not re-elected at the Annual Meeting, the Board may vote to fill the position on an interim basis until the December Business Meeting. A Board member may only serve two consecutive years in one officer position, except the Board Chair who can only serve a one-year term. A one-year absence terms is required before a previous Board Chair may be eligible for a new term.

Section 3. Resignation

Any officer may resign at any time for any reason, by giving notice of his or her resignation to the full Board. Any such resignation will take effect upon receipt of the notice, unless specified in the notice. Resignation as an officer does not remove the individual from the Board of Directors unless stated so in the notice.

Section 4. Removal

Any officer may be removed with or without cause by a majority vote of the total number of the Board at an open meeting. Removal in this manner does not remove said officer from the Board of Directors. An officer may face removal if he or she misses three (3) or more meetings per term or two (2) consecutive meetings, without prior notification to the Chair and Secretary. Such removal shall also remove said person from the Board of Directors.

Section 5. Officer Vacancies

A vacancy in any office due to resignation, removal, or any other reason shall be filled for the remaining of the term by a vote of the Board of Directors at the next business meeting following the resignation.

Section 6. Board Chair

The Chair shall have the power of general management of the business of the Association. The Chair shall prescribe or delegate such authority at all meetings of the Board of Directors and the meetings of the general membership. The Chair will see that all orders and resolutions of the Board and membership are carried into effect. The Chair shall be a member ex-officio of all committees. The Chair shall be considered “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. In general, the Chair shall perform all duties as the Board may prescribe, will call meetings, and provide leadership to the Board.

Section 7. Vice-Chair

The duties of the Vice-chair shall be to perform the duties of the Chair in the absence of the chair and to perform other duties as the Board of Directors or Chair may prescribe.

Section 8. Secretary

The duties of the Secretary are to solicit Board members for agenda topics, establish meeting agendas, and record the minutes of each Board of Directors open meetings. The Secretary will also assist in the preparation of letters and reports of the Association. The Secretary will ensure that the minutes and agendas are distributed to all Board members in accordance with these bylaws. Draft minutes will be posted online within 72 hours of the adjournment of a Board of Directors open meeting. The At-Large Member of the Executive Committee will be responsible for substituting for the secretary in their absence.

Meeting minutes will summarize the major actions and decisions of the FNA Board at the Board meeting and are not meant to be a transcription of the Board meeting. Per Article VIII, Section 2, the Treasurer’s Report must be included in full in meeting minutes.

Section 9. Treasurer

The Treasurer will keep accurate accounts of all monies of the Association received and disbursed and shall report to the Board of Directors and membership on the financial condition of the Association. The Treasurer will be responsible for supervising the receipt, deposit, and disbursement of the Association’s funds in accordance with the policies established by the Board of Directors. The Treasurer is the chair of the Finance Committee and is given the authority, upon approval of the Board of Directors, to establish policies for the payment, reimbursement, or other uses of FNA funds. All audit reports of the Association bylaws and all amendments made.

Section 10. At-Large Member

One At-Large Member will serve on the Executive Committee. This member will have an equal voice and vote on the Executive Committee and will have duties assigned as deemed necessary by the Executive Committee. They will also be responsible for filling in for an absence of the Secretary. The At-Large Member will be required to give a committee update at FNA Board Meetings. The At-Large Member should also be chair or co-chair of the Communications Committee.

Section 11. Additional Duties

The Board of Directors may add additional duties to the Executive Committee officers as needed.

Article VII. Committees

Section 1. Establishment

The Board of Directors will establish standing committees as needed to assist in developing and carrying out the policies, goals, and objectives of the neighborhood. Each Board member will chair or participate in at least one committee. The Board of Directors will vote to approve chairs of all committees and task forces. With the exception of the Board Chair, who serves as a member ex-officio of all committees, no person may chair more than two committees at any one time or serve on more than three committees at one time.

The General Membership may propose standing committees, which must be approved by majority vote of the Board of Directors.

Standing committees proposed by both Board members and the General Membership must include:

  1. The subject or topic of the committee.
  2. Potential goals and objectives for the committee.
  3. Potential expenses (to be approved by the Finance Committee).
  4. A list of interested members.

With the exception of the Executive Committee all committees will be open to participation and membership of the general membership of the Folwell Neighborhood.

Section 2. Standing Committees

The Board of Directors must maintain an active Executive Committee, an active Finance Committee, and an active Communications Committee. All other standing committees may be established in accordance with Article VII, Section 1, but must maintain active membership of at least three (3) committee members.

The Executive Committee, chaired by the Board Chair, is responsible for addressing issues of Board business. The Executive Committee will meet bi-monthly at minimum.

The Finance Committee, chaired by the Board Treasurer, is responsible for reporting on FNA Finances, setting a Board Budget, reviewing reimbursement requests, and maintaining the fiscal health of the FNA Board. The Finance Committee will meet at the discretion of the committee chair.

The Communications Committee, chaired or co-chaired by the At-Large Member of the Board of Directors, is responsible for external Board communications, including: maintaining the FNA website and social media pages; drafting and sending regular newsletters; and maintaining updated membership lists with contact information. These duties may also be performed by hired staff under the guidance of the Communications Committee. The Communications Committee will meet at the discretion of the committee chair.

Section 3. Duties

Each committee is responsible for developing goals, objectives, and tactics for strategic planning and providing information and recommendations on issues to the Board of Directors for action. They are also responsible for developing a proposed budget (to be approved by the Finance Committee).

Section 4. Meetings

The meeting schedule of each committee will be determined by the committee chair. A committee must provide at least a three (3) days’ notice, including draft agenda, for all meetings. Committees are required to report to the Board of Directors at each business meeting on activities, progress and actions undertaken.

Section 4. Task Forces

The Board of Directors may convene a task force (a.k.a., ad hoc committee) to meet, discuss, and provide recommendations on a specific topic or issue. The Board will solicit members, set parameters of inquiry, and the time in which the task force is to report back to the Board with their findings.

Article VIII. Financial Matters

Section 1. Fiscal Year and Budget

The fiscal year shall be from January 1 to December 31.

The Board of Directors must pass a budget, established by the Treasurer and Finance Committee, by December 1 of the previous year.

Section 2. Treasurer’s Report

The Treasurer must provide a written report of the Board’s finances and financial situation at each Board meeting. The report must be included in full in the minutes for the Board meeting.

Section 3. Records

The Board of Directors will keep originals or copies of the following:

  1. Minutes of all open and Annual Meetings of the Board of Directors.
  2. All records and books of account and all financial statements.
  3. All audit reports of the Association bylaws and all amendments made.

The above records will be made available to the public upon request.

Section 4. Staff

The Board of Directors can hire staff to supports its work and must establish and approve job descriptions and hiring procedures. Unless otherwise determined by the Board, the Executive Committee will be responsible for overseeing any hired staff.

Article IX. Complaints

Any complaint against FNA must be made in writing, include 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 must decide whether action should be taken, and if so what action, within sixty (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 thirty (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.

Article X. Amendments

Permanent Amendments to these bylaws may only be adopted at the Annual Meeting. At least ten (10) days’ notice of any amendments, including full text, must be given to the general membership. A two-thirds (2/3) majority of the general members present and voting are needed for an amendment to pass.

The Board may, on unanimous consent of all Board members present at an FNA Business meeting, adopt interim changes to these bylaws up to two (2) times per membership year. Any proposed interim amendments must be made public at least seven (7) days prior the meeting at which they will be voted on. Interim amendments that are not approved at an Annual Meeting expire at 12:01am on the day following the Annual Meeting.

The amended bylaws will be made available to the general membership within 48 hours.

Article XI. Liabilities and 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 FNA for any and all costs incurred in connection with the defense of any action, suit, or proceeding in which he or she may be made a party or a witness by reason of their official capacity with the organization. The FNA must purchase and maintain insurance sufficient to cover such costs.

Article XII. Conflict of Interest

Section 1. Definition

No Board member, committee member, or employee shall voluntarily have a personal financial interest in any matter or contract considered or approved by the Board. A conflict of interest exists when a Board member/committee member/employee or a family member of any of the previously listed individuals, is an officer, Board member, or employee of an organization, group, or business which may receive financial benefit from action being considered by the Board of Directors or a committee on which that Board member/committee member/employee serves.

Section 2. Disclosure

Board members, committee members, and employees shall disclose for the record any conflict of interest, as defined in Section 1. Written disclosure will occur prior to the next Board meeting after the Annual Meeting or following appointment to the Board. Members having such a conflict may participate in committee or Board discussion of the matter if a clear declaration of the conflict of interest has been made, but shall not vote on the matter in question. Their presence at a meeting shall not count toward the quorum requirement for the matter in question, and the Secretary will record them as “not voting” on the matter in question. In the matters relating to NRP funds, the Conflict of Interest Policy adopted by the NRP Policy Board on 9/24/01 shall bind members.

Section 3. Definition of Family Member

A person’s family members include his or her spouse or domestic partner, if any, and their combined:

  • Parents and grandparents (including step-parents and -grandparents).
  • Children and grandchildren (including step-children and step-grandchildren).
  • Brothers and sisters (including step-brothers and step-sisters).

Section 4. Removal

Failure to disclose a conflict of interest as defined in Sections 1 and 2 may provide cause for the Board of Directors to seek removal of a director.

Section 5. Household or Property Restrictions on Board of Director Positions

No household, property owner, or business may have more than one person serving in a Director’s position.

Article XIII. Partnerships

The Board, on a case-by-case basis and by a majority vote, may partner with community organizations in its effort to fulfill the purpose of FNA.

Article XIV. Standing Rules

Nothing in these bylaws prohibits the Board of Directors from adopting special rules to assist in the function of FNA’s purpose. Rules must be adopted under this section as “Standing Rules”. Rules adopted under this Article expire at the adjournment of the Annual Meeting.