BYLAWS OF TANGLETOWN NEIGHBORHOOD ASSOCIATION,
INCORPORATED
ARTICLE
I
NAME OF ORGANIZATION
The Name of this organization is Tangletown
Neighborhood Association, Incorporated.
ARTICLE
II
PURPOSE
Section
1. Purpose.
The purpose of Tangletown Neighborhood Association,
Incorporated (hereinafter “TNA”) shall be:
1. To improve the quality of life in our community;
2. To foster good personal relationships in our
community;
3. To open channels for information and communication;
and
4. To be educational and advisory in nature.
Section
2. Goals.
TNA shall strive to:
1. Evaluate our community and draw attention to the
advantages we presently enjoy;
2. Provide a forum for issues that affect the
neighborhood;
3. Function as a non-sectarian, nonpartisan group to
keep the community informed about proposals and
activities of the civic, commercial and governmental
bodies that affect it;
4. Cooperate with other organizations on common issues;
and
5. Sponsor social events to provide an opportunity for
neighbors to meet one another.
ARTICLE
Ill
NEIGHBORHOOD BOUNDARIES
East: I-35W
North: 46th Street
West: Lyndale Ave.
South: Diamond Lake Rd.
ARTICLE
IV
BOARD OF DIRECTORS
Section
1. Number
and Qualifications. The Board of Directors of TNA shall
be composed of not less than three (3) and no more than
fifteen (15) members.
Section
2. Governing
Powers. The Board of Directors shall have all the
powers and duties necessary or appropriate for the
overall direction of TNA. They may engage in such acts
and do such things as are not prohibited by a law or
by- these bylaws.
Section
3. Regular
Meetings. Regular meetings of the Board of Directors
may be held at such time and place as shall be
determined from time to time by a majority of the
Directors. Currently, the Board meets the
3rd
Monday
of each month. The Board of Directors shall meet no
less than four (4) times each year, approximately
quarterly.
Section
4. Election
and Term of Office. Directors shall be elected by TNA
members at the annual meeting, to be held in May.
Directors are elected to two year terms, with half the
seats up for election in even numbered years and the
remaining half up for election in odd numbered
years. An
election to fill an unexpired term shall not be so
counted. The Directors shall hold office until their
successors have been elected and qualified. The term of
office of a Director shall commence immediately
following the respective election by the membership.
Section
5. Vacancies.
Vacancies in the Board of Directors caused by any
reason shall be filled by a vote of the majority of the
remaining Directors. Each person so elected shall be a
Director until that person or a successor is elected by
the members at the next annual meeting.
Section
6. Removal
of Directors. At any regular or duly called special
meeting of the membership, any one or more of the
Directors may be removed without cause by a vote of the
majority of all of the Directors. A successive Director
may then and there be elected to fill the vacancy thus
created. Any Director whose removal has been proposed
shall be given at least thirty (30) days notice of the
intent to take such action and an opportunity to be
heard at this meeting.
Any
Board member may be terminated from the Board after
missing three meetings per year, by vote of the Board
of Directors.
Section
7. Compensation.
No compensation shall be paid to Directors for their
services to TNA. Directors may be reimbursed for actual
expenses incurred by them in the performance of TNA
duties. Reimbursement procedures shall be as outlined
in Article IX.
Section
8. Quorum.
A quorum for the transaction of business shall consist
of the members present, but may not be less than
one-third of the directors currently holding office. A
simple majority of the directors present shall be
necessary to pass a provision. In the absence of a
quorum, a majority of the directors present may adjourn
a meeting from time to time until a quorum is present.
If a quorum is present when a duly called or held
meeting is convened the directors present may continue
to transact business until adjournment.
ARTICLE
V
OFFICERS
Section
1. Designation.
Principal officers of TNA shall be President, Vice
President, Treasurer, Secretary, and Editor. At the
discretion of the Board of Directors, other officers
may be elected with duties that the Board shall
prescribe.
Section
2. Election
of Officers. The officers shall be members of the Board
and be elected annually by the Board of Directors at
the first meeting after the annual meeting and, unless
sooner removed by the Board, terms of office are as
follows:
A. The President shall serve two years;
B. The Vice President shall serve two years;
C. The Treasurer may serve two years;
D. The Secretary may serve two years; and
E. The Editor will be an active board member for no
more than 10 years.
Each officer shall have one vote and a seat on the
Board of Directors. Newly elected officers shall assume
office on the day of their election. More than one
person may share a single office, but no individual may
hold more than one office except that of Secretary and
Editor.
Officers
of the Board shall be elected and remain in their
position for the terms stated above or until their
successors are elected, which ever is later, by a
majority vote of the Board of Directors at the first
board meeting following the annual general membership
meeting.
The intent of two year terms is to stagger Officer
positions when possible, to encourage continuity.
Section
3. Vacancies.
A vacancy in any office may be filled by a majority
vote of the Board of Directors for the unexpired
portion of the term. The Board of Directors shall also
have the authority to appoint such temporary or acting
officers as may be necessary during the temporary
absence or disability of the regular officers. If an
officer becomes inactive, moves from the neighborhood
during his or her term of office, resigns, or is
removed from office, the Board of Directors shall be
authorized to appoint a replacement. A candidate for
replacement may be nominated by any board member and
must be approved by a majority of the Board of
Directors.
Section
4. Removal.
Any officer may be removed with or without cause by the
Board of Directors by vote of a majority of all the
Board members. The matter or removal may be acted upon
at any meeting of the Board, provided that notice of
intention to consider said removal has been delivered
to each Board member and to the officer affected at
least thirty (30) days previously.
Any
Officer may be terminated from the Board after missing
three meetings per year, by vote of the Board of
Directors.
Section
5. President.
The President shall be the principal officer of the
corporation. Subject to the direction and control of
the Board, the President shall see that the resolutions
and directives of the Board are carried into effect,
and, in general, shall discharge all duties incident to
the office of President and as prescribed by the Board.
The President shall preside at all meetings of the
Board of Directors and at all meetings of the
membership, except in those instances in which the
authority to execute is expressly delegated to another
officer or agent of the corporation. The President may
execute for the corporation all contracts, deeds,
conveyances, mortgages, bonds, and other instruments in
writing that may be required or authorized by the Board
of Directors. The President shall appoint members to
standing committees subject to board approval and
establish and appoint members to other committees. The
President will be a voting ex-officio member of all
Board committees except the Nominating Committee.
Section
6. Vice
President. It will be the duty of the Vice President to
act in the absence or disability of the President and
to perform such duties as may be assigned to him or her
by the President. The Vice President shall serve two
years and automatically receive nomination for
President for the following year.
Section
7. Secretary.
The Secretary of TNA shall be responsible for keeping
the organization’s records. He or she shall keep (or
cause to be kept) and distribute to Board members the
minutes of all meetings of the Board of Directors and
the membership. The Secretary shall give or cause to be
given all notices of the meetings of the Board of
Directors and other notices required by law or by these
bylaws. The Secretary shall be responsible for the
keeping of all books, correspondence (electronic and
hard copy materials), committee minutes, papers, and
electronic correspondence relating to the business of
TNA, except those of the Treasurer.
Section
8. Treasurer.
The Treasurer shall be responsible for preparation of
the proposed annual budget and shall keep (or cause to
be kept) records belonging to TNA. The Treasurer will
present to the Membership and to the Board of Directors
at their respective annual meetings a report of the
finances of TNA and will from time to time make such
other reports to the Board of Directors as it may
require. The Treasurer shall chair the meetings of the
Finance Committee.
Section
9. Editor.
The Editor shall edit and publish the Tangletown
newsletter and assist in maintaining the Tangletown
website along with electronic documentation.
Section
10. Additional
Powers. Any officer of TNA, in addition to powers
conferred on him or her by these bylaws, will have such
additional powers and perform such additional duties as
may be prescribed from time to time by the Board of
Directors.
ARTICLE
VI
Tangletown Neighborhood Association MEMBERSHIP
Section
1. Criteria.
The following are eligible members of TNA:
• Any resident within the Neighborhood Boundaries who
is 18 years of age or older;
• Any individual owning real property within the
Neighborhood Boundaries;
• Any individual operating a business within the
Neighborhood Boundaries; or,
• Any elected governmental official representing the
Neighborhood Boundaries in whole or in part.
Section
2. Participation.
Any individual who meets one of the four criteria above
is a member and may participate in any TNA event. A
member wishing to speak at a meeting shall identify
him/herself by name and address and may then address
the matter before the Board. Other than for display
purposes, no one shall bring placards or banners
promoting special interests at a TNA meeting.
Section
3. Voting.
All eligible members have the right to vote for
Directors at the annual TNA Board meeting.
ARTICLE
VII
MEETING OF TANGLETOWN NEIGHBORHOOD ASSOCIATION MEMBERS
Section
1. Place
of Meetings. Meetings of the membership shall be held
at the principal office of TNA or such other suitable
places as may be designated by the Board of Directors.
Currently, meetings are held at Fuller Park Recreation
Center, 4800 Grand Avenue South, Minneapolis, MN 55419.
Section
2. Annual
Meetings. The annual meeting of TNA shall be held in
the spring. The Board of Directors or its Executive
Committee shall set the specific date for the annual
meeting no later than February 1. Unless otherwise
determined by the Board of Directors, notice of the
annual meeting shall be provided in the issue of the
TNA newspaper that immediately precedes the annual
meeting, as well as posted on the Tangletown website at
least a month in advance. At such annual meetings there
shall be elected the members of the Board of Directors
in accordance with the requirements of Article IV of
these bylaws. The members may also transact such other
business of TNA as may properly come before them.
Section
3. Special
Meetings. Special meetings of the membership may be
called by the President, or shall be called by the
President as directed by a resolution adopted by the
Board of Directors, or upon a written request signed by
at least 20 members and delivered to the President, in
which case the meeting must be held within 90 days
after receipt of such delivery. The notice of any
special meeting shall be delivered to all members as
determined by the Board of Directors, shall state the
time, the place, and the purpose of such meeting. No
business shall be transacted at the special meeting
except as stipulated in the notice.
Section
4. Presiding
Officer. The President of TNA Board shall be the
presiding officer of meetings of the membership. In the
absence of the President, the Vice President shall
preside. In the absence of both persons, those present
may elect a President Pro Tem for that meeting.
Section
5. Notice
of Meetings. It shall be the duty of the Secretary to
e-mail a notice of each annual meeting stating the
purpose thereof, if required, as well as the time and
place where he meeting is to be held. The notice shall
be sent to each Board Officer and Director at the
latest address appearing on the records at the TNA
offices. The notices of annual meetings shall be sent
so as to be received at least fifteen (15) calendar
days, but not more than forty-five 45) days prior to
such meeting. Notice of special meetings shall be sent
at least five (5) working days prior to such meeting.
Section
6.
Robert’s
Rules of Order (revised) shall govern general meetings
where they are not in conflict with the Articles of
Incorporation of the organization or the bylaws adopted
by the membership and the Board.
ARTICLE
VIII
COMMITTEES
Section
1. Authority.
The Board of Directors may act by and through such
committees as may be specified in resolutions adopted
by a majority of the members of the Board of Directors.
Each such committee shall have such duties and
responsibilities as are granted to it from time to time
by the Board of Directors. Each such committee shall at
all times be subject to the control and direction of
the Board of Directors. Committee members, other than
members of the Executive Committee, need not be
directors.
Section
2. Executive
Committee. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors
may establish an Executive Committee of at least three
(3) members but not more than seven (7) members, to
include the President, Vice President, Secretary,
Treasurer, and two Board members. The President of the
Board of Directors will be the President of the
Executive Committee. The designation of such Executive
Committee and the delegation of authority granted to it
shall not operate to relieve the Board of Directors of
any responsibility imposed upon it. No individual shall
continue to be a member of the Executive Committee
after he or she ceases to be a Director of TNA. The
Board of Directors shall have the power at any time to
change the number of members of the Executive Committee
to fill vacancies thereon, to change any member
thereof, to change the functions of the Committee or to
terminate the existence of it.
Section
3. Powers.
During the intervals between meetings of the Board of
Directors, and subject to any resolution of the Board
of Directors, the Executive Committee shall have and
may exercise all the authority of the Board of
Directors in the management of TNA. The Executive
Committee shall make a full report of all actions at
the next meeting of the Board of Directors.
Section
4. Meetings.
Regular meetings of the Executive Committee may be held
at such time and place as may be determined by the
Executive Committee or the Board of Directors. Special
meetings may be called by the President of the
Executive Committee. When such special meetings are
deemed to be necessary, members of the Executive
Committee will be notified by email, in person, by
mail, or by telephone, at least five (5) working days
in advance.
Section
5. Quorum.
A majority of the entire Executive Committee shall be
necessary to constitute a quorum for the transaction of
business. Acts of the majority of the members present
at such meeting at which a quorum exists shall be the
acts of the Executive Committee.
Section
6. Standing
Committees. The Board of Directors may, by resolution
passed by a majority of the Board as a whole, designate
one or more standing committees in addition to the
Executive Committee. The President shall appoint all
members of the standing committees and designate a
Chair for each. A majority of the members of these
committees should be members of TNA. The Chairs of the
standing committees shall be members of the Board of
Directors. Any committee so established shall have and
may exercise such power as provided in the resolution
which established the committee. Dissolution of any
such standing committee shall be accomplished by a
resolution of a majority of the Board as a whole.
Section
7. Types
of Committees. In general the types of standing
committees may include, but not be restricted to,
Nominating, Finance, and Personnel.
Section
8. Meetings.
Meetings of the individual committees may be held at
such time and place as may be determined by a majority
of the committee, by the President, or by the Board of
Directors. Notice of meetings shall be given to the
committee's members at least five (5) working days in
advance of the meeting unless all members agree to a
shorter notification. A majority of the committee's
membership shall constitute a quorum.
Section
9. Other
Committees. Other committee(s) may be established by
the President of the Board of Directors or by a motion
passed in an appropriately constituted meeting of the
Board of Directors. Non-members of the Board of
Directors may serve on other committees.
ARTICLE
IX
FISCAL MANAGEMENT
Section
1. Fiscal
Year. The fiscal year of TNA shall begin on the first
day of June of each year.
Section
2. Books
and Accounts. Books and accounts of TNA shall be kept
under the direction of the Treasurer of TNA.
Section
3. Execution
of TNA's Documents. The Board of Directors may
authorize any officer or officer's agent or agents to
enter into any contract or to execute and deliver any
instrument in the name of and on behalf of TNA. Such
authority may be general or confined to specific
instances. These authorizations are in addition to
those authorized by these bylaws.
Section
4. Loans.
No loans shall be contracted on behalf of TNA nor
evidences of indebtedness shall be issued in its name
unless authorized by resolution of the Board of
Directors. Such authority shall be general or confined
to specific instances.
Section
5. Deposits.
All funds of TNA not otherwise employed shall be
deposited from time to time to the credit of TNA in
such bank or banks or other depositories as the Board
of Directors may elect.
Section
6. Conflict
of Interest. The Board shall not enter into any
contract or transaction with (a) one or more of its
directors, (b) a director of a related organization or
an organization in or of which a director of TNA is a
director, officer or legal representative, or in some
other way has a material financial interest unless:
1) That interest is disclosed or known to the Board of
Directors;
2) The Board approves, authorizes or ratifies the
action in good faith;
3) The approval is by a majority of directors (not
counting the interested director); and
4) Approval is obtained at a meeting where a quorum is
present (not counting the interested director).
The interested director may be present for discussion
to answer questions, but may not advocate for the
action to be taken and must leave the room while a vote
is taken. The minutes of all actions taken on such
matters shall clearly reflect that these requirements
have been met.
Section
7. Checks,
Drafts, Etc. All checks, drafts and other orders for
payment of funds will be signed by such officers or
such other persons as the Board of Directors shall
designate in its approved financial policies.
Section
8. Indemnity.
TNA shall indemnify and hold harmless any Director,
officer, or employee from any suit, damage, claim,
judgment or liability arising out of, or asserted to
arise out of conduct of such person in his or her
capacity as a Director, officer, or employee except in
cases involving willful misconduct. Indemnification
provided under this section shall comply with and
follow the requirements as provided by statute. TNA
shall have the power to purchase or procure insurance
for such purposes.
Section
9. Examination
by Directors. Every director of TNA shall have a right
to examine, in person or by agent or attorney, at any
reasonable time or times, and at the place or places
where usually kept, all books and records of TNA and
make extracts or copies there from.
ARTICLE
X
AMENDMENTS
These Bylaws may/shall be amended in the following
manner:
1) Any proposed amendments to the bylaws may be
submitted in writing to a member of the Board of
Directors and must be read at a board meeting;
2) Notice of the proposed amendment(s), the Board's
intent to discuss and vote on the proposal, and the
date, time and place of such meeting shall be provided
to all members through publication in the TNA
newspaper, or any other means of mass publication. The
proposed amendment and any bylaws currently in effect
that are in any way modified or otherwise influenced by
the proposed amendment thereto shall be delivered to
all members who request a copy from any Board member;
and,
3) The proposed amendment must be approved by a
majority of all directors at a duly called general or
special meeting.
ARTICLE
XI
GRIEVANCE PROCEDURE
Any complaint against TNA or any of its activities
shall be made in writing and directed to a meeting of
the Board of Directors, which shall respond in writing
within five days of the meeting which reviews the
grievance.
These bylaws were revised during the winter of 2009 and adopted with changes at the TNA Board meeting in March 2009.
Questions to president@tangletown.org