Folwell Neighborhood Association bylaws as amended August 4, 1997, May 2, 2001, April 7, 2008 and January 10, 2011.
Article I Name
Article II Purpose
Article III Geographic Area
Article IV Membership
Article V Board of Directors
Article VI Meetings
Article VII Officers
Article VIII Committees
Article IX Amendments
Article X Complaints
Article XI Liabilities
The name of this organization shall be the Folwell Neighborhood Association.
The purpose of the Folwell Neighborhood Association shall be to protect and promote neighborhood interests and the health, safety, and general welfare of all residents of the Folwell Neighborhood in a non-partisan, educational, and cooperative manner and implement that purpose through decisions of the Board of Directors for the Association only, or by participating in collaboration with others.
The geographic area of Folwell Neighborhood (hereafter referred to as “Folwell”) as defined by the Minneapolis Communities and Neighborhoods map approved by the Minneapolis City Council shall be: north Lowry Avenue on the South, south Dowling Avenue on the North, east Penn Avenue on the West, and west Dupont Avenue on the East.
Eligible for individual membership in the Folwell Neighborhood Association (hereafter referred to as the Association) shall be any person of legal voting age who:
- Resides in or owns property in Folwell
- Operates or facilitates a legal business or organization located in Folwell however, there shall be only one non-resident member for each legal business or organization.
Membership in the Association shall be open to and encouraged of all interested persons who meet the above eligibility requirements. Efforts shall be made to achieve faithful representation of the racial, ethnic, and economic diversity of Folwell. No person shall be denied membership in the Association due to race, religion, color, gender, sexual preference, national origin, economic status, or disability. Membership is neither transferable nor assignable. No member shall have any vested right or interest in the term of his or her membership. Members may be required to verify their membership eligibility.
Anyone eligible for membership must consent to becoming a member and they may become a member by signing their name and providing their address on a voter registration form that is available at all meetings of the Association. The Association will maintain a current membership list and must make its membership list available within 2 business days to any member requesting it. The membership list cannot be used for promotional purposes unrelated to the Association.
The Board of Directors (hereafter known as the Board) shall consist of not less than six members of the Association and not more than eleven members. All Board members must be voting members of the Association, but only two may be non-residents of Folwell neighborhood. Board members shall not conduct themselves in a manner that will reflect negatively upon the Association.
Terms on the Board shall be for two consecutive years and no member may serve more than three consecutive terms. Board vacancies due to resignation or removal shall be filled for the remainder of the term under normal voting procedures stated in these bylaws. .
Officer Tenure, Removal, and Vacancy The term of office of each of the Officers of this corporation shall be for two (2) years or until the election of successors. An officer’s term shall consist of no more than three (3) consecutive terms. Any Officer may be removed at any time prior to the expiration of his or her term by an affirmative vote of the majority of the Directors. Any vacancy occurring in an executive office shall be filled by the Board of Directors.
Officers’ terms shall be for two years; Vice-Chair, Secretary, and Treasurer to be elected in even numbered years, Chair and 1st Vice-Chair in odd numbered years.
(Historical Note: FNRC’s (Folwell Neighborhood Revitalization Committee) October 1993 election will begin this system. The Chairperson and 1st Vice Chair will be elected for a two-year term. The Vice-Chair, Secretary, and Treasurer will be elected for a one-year term in 1993 only).
A Board member may be removed from the Board by a two-thirds vote of the entire seated membership of the Board. Such a vote shall occur at a regular meeting, or a special meeting called for that purpose, but with due notification of such action and the right to be heard thereon.
After 2 consecutive absences, a Board member will receive written notification stating that the Board will review their status and may take action to remove them from the Board if they have 3 consecutive absences.
General membership meetings shall be held at least quarterly. The quarterly meetings will be held in February, May, August, and November on the first Monday of each month, precluding a legal holiday, which then defers to the second Monday. Notice of regular meetings and the agenda will be made available to the membership by any method deemed inclusive by the Board.
Annual Meeting: The general membership meeting in November shall be designated as the Annual Meeting, at which time election to the Association’s Board shall occur. There shall be 25 days publicized notification of the Annual Meeting and Board elections. The Association’s fiscal year shall be the calendar year.
All voting shall be subject to ratification by a simple majority of all eligible voters in attendance at a duly called election. All meetings shall be conducted according to Robert’s Rules of Order, latest revision, when not in conflict with these bylaws. Fifty percent plus one of the members present at the time an issue is voted on constitutes a majority.
Article VI (B)
Board of Directors
The Board will conduct not less than one business meeting per month. The meeting(s) shall be duly publicized and open to the public, any member of the Association and to all residents of Folwell. Special meetings of the Board may be called by the Chair, the Executive Committee or by a majority of the seated Board members. Notice of special meetings shall be given at least twenty-four hours in advance of the meeting either by mail, phone, electronically, or personal contact. If Board resolutions are made without a meeting of the Board they shall be done in writing and validated at the next regular meeting of the Board.
A quorum shall consist of at least 51% of the seated Board members. Of the Board members in attendance, a simple majority is necessary to carry any motion. There shall be no proxy votes at Board meetings.
There shall be five officers of the Board of Directors consisting of a Chair, Vice Chair, 1st Vice Chair, Secretary and Treasurer. Officers are elected at the Annual Meeting. The offices of Chair and Treasurer must be filled according to Minnesota law. These five officers shall also be known as the Executive Committee.
Vacancies are to be filled by Board appointment. Appointees are to be confirmed by a simple majority of Association members in attendance at the next general meeting of the Association.
An Officer may be removed by a two-thirds vote of the entire voting membership of the Board. The Board shall elect a member of the Board to fill the vacancy. However, in such cases, 1/3 of the seated Board members may call for the officer position to be filled by election at the next general membership meeting with due notice.
The Chair shall have the power of general management of the business of the Association and shall either preside or delegate such authority at all meetings. S/he shall see that all orders and resolutions of the Association are carried into effect. The Chair shall be a member ex-officio of all sub-committees. The Chair shall be considered “President” of the Association for the sole purpose of carrying out the duties of that title. The Chair shall perform all duties usually incident to that office and such other duties as the Association may prescribe.
The Vice-Chair is a member of the Executive Committee and shall perform the duties of the chair in the event that the Chair is unable to do so and to perform other duties as the Association may prescribe.
The 1st Vice-Chair is a member of the Executive Committee and shall perform the duties of the Vice-Chair in the event that the Vice-Chair is not able to do so. In the event that neither the Chair nor the Vice-Chair is able to perform their respective duties, the 1st Vice-Chair shall perform the duties of the Chair.
The Secretary is a member of the Executive Committee and is responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meeting, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member and assuring that corporate records are maintained and shall perform such other duties as the Association may prescribe.
The Treasurer is a member of the Executive Committee and is responsible to assure accurate accounts are kept of all moneys of the Association received or disbursed. The Treasurer shall be responsible for supervising the receipt, deposit, and disbursement of the Association’s funds in accordance with the financial policies and procedures established by the Association. The Treasurer shall, whenever required, provide to the Association an account of the financial condition of the Association and shall perform such other duties as the Association may prescribe. When applicable, the Treasurer shall submit to any worthy agency an independent audit done by a professional Certified Public Accountant.
Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.
When a committee is created, the Board by formal action shall: Identify the committee as either standing or special, define the purpose of the committee and appoint a committee chair. All Committees shall report to the Board on a monthly basis. Any proposed action by any committee that financially obligates or otherwise defines the Association in any way requires approval through a formal action by the Board.
With the exception of the Bylaws, Finance and Nominating Committees, committee membership is open to the membership of Association.
Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board, subject to the approval of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan and annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board and the public.
Amendments to these bylaws may be adopted by the general membership of the Association at any meeting for which at least seven days prior notice shall be given. The notice shall include the content of the proposed bylaw change. A 2/3 majority of the members present and voting is needed for any amendment to pass. Notwithstanding the provisions cited above, these bylaws are not subject to change or amendment at any time by the general membership or Directors of the Association board.
Any complaints against the Association, or any of its activities, must be made in writing and directed to a meeting of the Association, which shall act upon the merits of the complaint within thirty days.
No officer or member of the Board shall in any way be personally liable or responsible for any debt or obligation imposed or incurred by, or on behalf of, the Association.
Conflict of Interest, Indemnification and Non-Discrimination Policy
Section 1. Conflict of Interest. The Folwell Neighborhood Association (FNA) recognizes that members participate because of a personal or professional interest in the work of the Association. Folwell Neighborhood Association encourages these individuals to participate, however, actual and potential conflicts of interest shall be fully disclosed. A conflict of interest shall arise in any of the following situations:
- An actual or proposed contract or transaction between FNA and a member or any of the immediate family of the member or alternate.
- An actual or proposed contract or transaction between FNA and an organization of which a member or alternate or any of the immediate family of the member or alternate is a director, officer, legal representative or has a material financial interest.
Any conflict of interest or potential for a conflict of interest shall be fully disclosed in a timely manner to the FNA by the member. A member shall not vote or participate in the discussion of any action that constitutes an actual or potential conflict of interest. The AFCAC may authorize, approve or ratify a contract or transaction that constitutes a conflict of interest only upon full disclosure and upon consensus reached without the member subject to the conflict of interest.
Section 2. Definitions. The following definitions apply to this Article:
- Material Financial Interest. A member has a material financial interest in any organization in which the member has rights to payment of dividends, profit-sharing, compensation, reimbursement of expenses, or repayment of obligations or other liabilities.
- Immediate Family. Immediate family encompasses the following individuals: spouses, parents, children, children’s spouses, siblings, or spouses of siblings.
Section 3. Indemnification. To the fullest extent permitted by Minnesota law, the FNA shall 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 shall purchase and maintain insurance sufficient to cover such costs.
Section 1. Non-Discrimination Policy. The FNA will not tolerate or support discrimination of any kind. The activities of the FNA shall not discriminate against any person because of: race; color; creed; religion; ancestry; nation origin; sex; affectional preferences; physical, mental or emotional disability or other handicap; age; marital status; or status with regard to public assistance.
Approved by the Board of Directors, January 10, 2011.