Article 1: OFFICE
Section 1. PRINCIPAL OFFICE. The principal office of the corporation shall be located at the address of an officer designated by the board.
Section 2. REGISTERED OFFICE AND AGENT. The corporation shall have and continuously maintain in the State of Minnesota a registered office and a registered agent who shall be the secretary of the corporation.
Article 11: MEMBERS
Section 1. ELIGILIBITY FOR MEMBERSHIP. The corporation shall have one class of members. Members may be individuals or businesses. Any person who supports the mission of the corporation is eligible to apply for membership.
Section 2. VOTING RIGHTS. Each member will be entitled to one (1) vote on each matter submitted to the members.
Section 3. TERMINATION OF MEMBERSHIP. A member shall be suspended or terminated for nonpayment of dues. Reinstatement of membership is automatic upon payment of dues. Dues are payable on a calendar year basis and are considered current through December 31st of the current year.
Section 4. MEMBERSHIP FEES. The membership fee shall be fixed by the Board of Directors or may be fixed by the members at any annual meeting. No person shall attain membership and voting rights until said fee is paid to the treasurer.
Section 5. MEMBERSHIP LIABILITY FOR CORPORATION'S OBLIGATIONS. Fully paid shall not be liable for any debts or obligations of the corporation and shall not be subject to any assessment; but the members at any annual meeting, or at any special meeting called for the purpose, may fix reasonable dues to become effective after not less that thirty (30) days notice to all members.
ARTICLE 111: MEETINGS OF MEMBERS.
Section 1. ANNUAL MEETING. An annual meeting of the members shall be held at the Kandiyohi County Park 3 on the third Saturday of June at 9:30 A.M. (revised 2016)
Section 2. SPECIAL MEETINGS. The President, the Board or no less than one-tenth (1/10) of the members may call special meetings of the members.
Section 3. NOTICE OF ANNUAL OR SPECIAL MEETINGS. Written or printed notice stating the place, day and hour of the meeting shall be delivered either personally, by mail, by e-mail or as posted at the DLARA web site, to each member entitled to vote at such meetings, no less than five (5) or more than thirty (30) days before the date of such meeting, in case of a special meeting the purpose or purposes for which the meeting is called will be stated. If mailed, the notice of a meeting should be deemed to be delivered when deposited in the United States mail addressed to the member at the address as it appears on the records of the corporation, with postage thereon prepaid.
Section 4. QUORUM. At an annual or special meeting a quorum shall consist of not less than twenty (20) members.
Section 5. PROXIES. An instrument designating another to vote for a member is allowed as follows:
At any meeting of the members, a member is entitled to vote by proxy executed in writing by the member. No proxy shall be valid after six (6) months from the date of its execution. A proxy may be canceled by notice executed by the member with like formality and delivered to the Secretary or Treasurer as designated by the Board of Directors.
At each meeting of the members, every member shall be entitled to vote in person or by proxy and shall be entitled to cast one (1) vote. The vote for the Board of Directors may be by ballot.
For any person to represent a member by proxy, such person much submit his power of attorney to the
Secretary of the Board for examination at least one (1) hour before the time of the meeting. When the Secretary has certified the power of attorney is in good order, the proxy holder shall have the right to do any and all things which might be done by the member were he present. These rights shall include, but not be limited to, the establishment of a forum and the organizing of any meeting.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The affairs of the corporation shall be managed by the Board of Directors.
Section 2. (A) MEMBERS, TENURE AND QUALIFICATIONS. The number of Directors shall be at least seven (7) and no more the thirteen (13). All Directors shall be elected to terms of three (3) years and until their successors are elected and have qualified. Directors shall be members of the corporation.
(B) If the terms of to many board member (60% or greater) ends in the same year, the Board has the right, if desired, to lengthen or shorten the terms of members. The board members involved have to approve of the change in term length. This will allow the board to have continuity from one year to the next so the board is not made up of members with little or no experience.
Section 3. REGULAR MEETINGS. Regular meetings shall be held at the discretion of the Board of Directors as needed.
Section 4. SPECIAL MEETINGS. Special meetings of the Board may be called by or at the request of: the President or by the Secretary at the request of any two (2) Board members. Time and location of the meeting will be set depending upon the time of the year and the material to be covered in the meeting.
Section 5. NOTICE OF MEETINGS. Written or printed notice stating the location, day, and hour of the meeting shall be delivered either personally, by mail, by e-mail or posted on the DLARA web site, to each member of the Board of Directors no less than five (5) or more than thirty (30) days before the date of such meeting. In case of a special meeting the purpose or purposes for which the meeting is called will be stated.
Section 6. QUORUM. One third of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 7. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. The Board may also act by written consent or approval of all Directors of the corporation setting forth the action taken.
Section 8. VACANCES. An appointee of the Board may fill any vacancy occurring on the Board until the next Annual meeting of the members. At the annual meeting this appointee shall be voted on by the members to complete the remaining term of the vacancy.
Section 9. COMPENSATION. Directors shall not receive any compensation for their services as Directors. Directors may be reimbursed for reasonable expenses incurred on behalf of the Corporation, so long as expenses are approved by the board.
Section 10. DIRECTORS ABSENCE FOR MEETINGS. Any Director who is absent from two (2) consecutive meetings without an excuse that is satisfactory to the Board shall be deemed to have surrendered his office as Director.
Section l l. DIRECTOR RESIDUARY POWER. The Board shall have the powers and the duties necessary or appropriate for the administration of the affairs of the corporation. All powers of the corporation except those specifically granted or reserved to the members by law, the Article of Incorporation, or these By-Laws shall be vested in the Board.
Section 12. VOTING BY PROXY. Directors are not allowed to vote by proxy.
ARTICLE V: OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a President, a Vice President, a secretary and a Treasurer. The Board may elect or appoint such other officers, as it shall deem desirable. These officers will have the authority and perform the duties prescribed from time to time by the Board. The offices of Secretary and Treasurer may be combined and held by one (1) person.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected by and from the Board of Directors at the next meeting following the annual meeting. New offices may be created and filled at any meeting of the Board. Such officers shall hold office for three (3) years. A majority vote of the Directors present at a meeting at which a quorum is present shall elect an officer.
Section 3. REMOVAL OF OFFICERS. Any officer elected or appointed by the Board may be removed by the Board by two-thirds (2/3) vote of the remaining Directors whenever, in its judgment, the best interest of the corporation would be served but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. VACANCIES. A vacancy in an office because of death, resignation, removal, disqualification or otherwise, may be filled by a majority vote of the Board for the remaining portion of the term.
Section 5. PRESIDENT. The President shall be the principal executive officer of the corporation and shall in general supervise and control all business and affairs of the corporation. He may sign, with attestation of the Secretary or any other proper officer of the corporation authorized by the Board, any deeds, mortgages, bonds, contracts and or other instruments, which the Board authorized to be executed.
Exceptions would be in cases where the signing and execution thereof shall be expressly delegated by the Board of these By-Laws or Statue to some other officer or agent of the corporation. The President shall perform all duties incident to the office of the President and such duties as may be prescribed by the Board from time to time.
Section 6. VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President. When so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned by the President.
Section 7. SECRETARY. The secretary shall: keep the minutes of the meeting of the member and the Board of Directors in one (1) or more books as provided, see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law, keep a register of the post office address of each member furnished by the Treasurer, and in general perform all duties incident to the office of Secretary and any the duties assigned from time to time by the President or Board. The Secretary will, with help of other officers, fill the necessary forms required by the State of Minnesota for a non-profit organization.
Section 8. TREASURER. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. He will receive and give receipts for moneys due and payable to the corporation from any source whatsoever, deposit such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIl or other By-Laws, in general perform all duties incident to the office of Treasurer and any other duties assigned by the President or the Board.
ARTICLE VI: ORDER OF BUSINESS
Section 1. ORDER OF BUSINESS. The order of business at any regular or special meeting of the member or the Board shall be:
Reading and approval of any unapproved minutes.
Reports of officers and committees.
Unfinished business
New business
Adjournment
Section 2. PARLIMENTARY PROCEDURE. On questions of parliamentary procedure not covered by these By-Laws, a ruling of the president shall prevail.
ARTICLE Vll: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. CONTRACTS. The Board may authorize any officer or officers, agent or agents of the corporation; in addition to officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation: and such authority my be general or confined to a specific instance.
Section 2. CHECKS, DRAFTS, ETC. All checks, drafts, and orders for payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by Resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President.
Section 3. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank, trust companies or other depositories as the Board may select.
Section 4. GIFTS. The Board may accept on behalf of the corporation, gifts, bequests, or devices for the general purpose or for any specific purpose of the corporation.
ARTICLE Vlll: MISCELLANEOUS PROVISIONS
Section l. BOOKS AND RECORDS. The corporation shall keep accurate and complete books and records of account, and shall also keep minutes of the proceedings of its members and the Board of Directors. There shall be kept at the registered or principal office a record giving the names and addresses of the members. Any member, or his agent or attorney may inspect all books and records of the corporation, for any proper purposes at any reasonable time.
Section 2. FISCAL YEAR: The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
Section 3. SEAL. The corporation shall not have an official seal, however, the board of Directors may in its discretion secure a seal through the adoption of an appropriate resolution.
Section 4. AMENDMENT OF BY LAWS. Authority to make, alter and amend By-Laws is vested in Board of Directors subject to the approval of the members at the annual meeting. By-Laws must be consistent with State Laws and the Articles of Incorporation relative to the government of the corporation, the conduct of its affairs, and the management of its property and business. In all cases of additional, deletion or amendment of the By-Laws, the provisions so affected must receive at least a majority vote of the members at a duly constituted meeting of the members, or unit at which a quorum is present in person or by proxy, and where appropriate notice of the meeting, or waiver thereof, has been given.
KNOWN ALL PEOPLE BY THOSE PRESENT, that the undersigned Secretary of the corporation identified in the foregoing By-Laws does hereby certify that the foregoing By-Laws were duly adopted by the Board of Directors of said corporation as By-Laws of said corporation on 6/17/2017.
This does now constitute the By-Laws of said corporation.
Secretary of corporation
