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BY-LAWS OF POWDERHORN PARK NEIGHBORHOOD ASSOCIATION

Updated 9/9/99

ARTICLE I. NAME

The name of this non-profit corporation shall be "Powderhorn Park Neighborhood Association". It may also be referred to as "PPNA".

ARTICLE II. VISION

Park Neighborhood Association (PPNA) brings together the residents of Powderhorn Park to enhance the housing, economic, and cultural environment essential to a safe, healthy community for all. PPNA assists and informs residents about city resources and acts in partnership with residents to gain access to these resources.

Article III. AREA

The area for which Powderhorn Park Neighborhood Association shall provide service shall be that portion of Minneapolis, Minnesota, inside of an area bounded by Lake Street, Chicago Avenue, 38th Street, and Cedar Avenue. The area includes the near side of all the boundary streets. The service area is herein referred to as "the neighborhood"

ARTICLE IV. MEMBERSHIP

Section 1. Requirements for General Membership in this corporation shall be as follows:

a. Shall be at least sixteen (16) years of age. b. Shall live or own property in the neighborhood or work at a business or institution physically located in the neighborhood.

Section 2. Limitation.

Regarding those persons who work for or operate a business or institution in this neighborhood but do not live here, only one such person per organization shall be a voting member of PPNA or the PPNA Board of Directors.

ARTICLE V. OFFICERS AND THEIR DUTIES

Section 1. The Officers.

The elected officers of PPNA shall be a Chair, Vice-Chair, Secretary, and Treasurer. (See Article VIII. Elections. Sections 1 & 2.)

Section 2. The duties of the Chair

a. Preside. Shall preside at all Board of Directors meetings and at the Annual Meeting of the General Membership. The Chair may delegate the latter responsibility to another member of the Board of Directors.
b. Committees. Shall be an ex officio member of all committees; shall be a voting member of all committees which he or she attends except at a meeting of a nominating committee when a conflict of interest exists.
c. Leadership. Shall provide the general leadership and management of the corporation. Shall exercise diligence with regard to ensuring that PPNA operates in accordance with its Articles of Incorporation, By-Laws, and policies and procedures.
d. Signatory Agent. Shall carry out the duties of signatory agent of the corporation; i.e., shall sign legal documents, correspondence, disbursements, and contractual agreements, certifications, and assurances.
e. General. Shall perform all duties usually incumbent on the office of Chair and any additional duties as the Board of Directors may deem appropriate and necessary.

Section 3. The duties of the Vice-Chair.

a. In the absence of the Chair. Shall perform all the duties of the Chair in the absence of the Chair.
b. General. Shall perform any additional duties assigned to him or her by the Chair or the Board of Directors.
c. Signatory Agent. Shall carry out the duties of signatory agent of the corporation; i.e., shall sign such documents as require officers' signatures including disbursements.

Section 4. The duties of the Secretary.

a. Minutes. Shall keep the minutes of all meetings of the Board of Directors, of the General Membership, and of the Executive Committee.
b. Distribution of Minutes. Shall ensure that the Minutes are distributed in a timely manner to all members of the Board of Directors; shall ensure that minutes of open meetings are accessible to the General Membership.
c. Attendance Record. Shall ensure that attendance is accurately recorded at each meeting of the Board of Directors and the General Membership, and that this record is incorporated into the minutes of each meeting.
d. Signatory Agent. Shall carry out the duties of signatory agent of the corporation; i.e., shall sign verifications of actions of the Board of Directors, the General Membership, and the Executive Committee as necessary; shall sign documents requiring officers' signatures, and disbursements.

Section 5. The duties of the Treasurer.

a. Records. Shall be responsible for supervising the receipt, deposit, and disbursement of all moneys of the corporation in accordance with generally accepted accounting standards, all applicable law, and with fiscal policies established by the Board of Directors.
b. Financial Statement. Shall be responsible to ensure that an accurate and current statement of the financial condition of the corporation is available to the Board of Directors and the General Membership as needed.
c. Spending Limitation. (As described in Section 6.d. of this Article.)
d. Signatory Agent. Shall carry out the duties of signatory agent of the corporation; i.e., shall sign fiscal documents requiring treasurer's signature, documents requiring officers' signatures, and disbursements.

Section 6. Other Duties of Officers.

a. Meetings. Shall attend all meetings of the Board of Directors, all General Membership meetings, and committee meetings as required by the needs of the corporation.
b. Executive Committee. The four officers of the corporation shall constitute the Executive Committee.
c. Function of the Executive Committee. When necessary, the Executive Committee shall perform all appropriate functions of the Board of Directors in the interim between Board of Directors meetings. The decisions of the Executive Committee shall not be considered final or binding until approved by the Board of Directors, except when the Board of Directors has given the Executive committee full authority in advance to decide and/or act on a given matter. Shall act as supervisor visory body to the Executive Director.
d. Spending Limitation. No officer of the corporation is permitted to disburse or authorize disbursement of any moneys of the corporation for any purpose or amount without the advance authorization of the Board of Directors.
e. Notice of Executive Committee Meetings. The Chair is responsible to ensure that all members of the Board of Directors are made aware of the date, time, and place of all Executive Committee meetings in a timely manner, and all members of the Board of Directors may attend meetings of the Executive Committee.

ARTICLE VI. BOARD OF DIRECTORS

Section 1. Membership.

The Board of Directors shall consist of sixteen (16) members, including four (4) Officers. Except as noted in Section 5 of this Article, Directors will serve for a term of two (2) years, with a limit of three consecutive terms (six years). Officers will serve as Officers for a term of one (1) year, with a limit of three (3) consecutive terms (three years). Eight (8) of the Directors' seats will be filled by candidates from the General Membership At Large, and eight (8) of the sixteen Directors' seats will be filled by residents of the respective Neighborhood Districts. (See Section 3. of this Article, Districted Board Seats, and Section 5. of this Article, Staggered Directors' Terms.)

Section 2. Youth Representative and Senior Representative Seats.

Of the eight (8) At Large Directors' Seats being established at the September, 1992, Annual Meeting of the General Membership, one (1) shall be designated as a "Senior Representative" Seat, and one (1) shall be designated as a "Youth Representative" Seat. The Directors who fill these seats shall not be required to be of any certain age, but shall take special interest in and responsibility for representing those respective interests in PPNA. (See Article VIII, Elections.)

Section 3. Districted Seats on the Board of Directors.

Starting with the Elections for the Board of Directors at the September, 1992, Annual Meeting of the General Membership, two (2) Directors Seats will represent each of the four (4) Neighborhood Districts shown on the map attached and described as follows: a) District One is bordered by East Lake Street on the north, 14th Avenue South on the East, the southwestern corner of Powderhorn Park and East 34th Street on the south, and Chicago Avenue South on the west. b) District Two is bordered by East Lake Street on the north, Cedar Avenue on the east, East 34th Street and the eastern edge of Powderhorn Park on the south, and 14th Avenue South on the west. c) District Three is bordered by East 34th Street on the north, Cedar Avenue South on the east, East 38th Street on the south, and 14th Avenue South and the southeast corner of Powderhorn Park on the west. d) District Four is bordered by East 34th Street, the southwest corner of Powderhorn Park and East 35th Street on the north, 14th Avenue south on the east, East 38th Street on the south, and Chicago Avenue South on the west.

Section 4. Purpose.

The general purpose of the Board of Directors is to manage the business of the corporation in accordance with its Articles of Incorporation, these By-laws, such policies as shall be established by the Board of Directors, and all applicable law.

Section 5. Quorum.

A quorum at a Board of Directors meeting shall consist of a majority of the current membership of the Board of Directors.

Section 6.Meeting Frequency.

The Board of Directors shall meet no less frequently than ten (10) times per year. (See Article IX. Meetings. Section 1.)

Section 7. Attendance Requirements.

All Directors are required to attend all meetings of the Board of Directors. If a Director is unable to attend a scheduled meeting, he/she must so advise the Chair or Vice-Chair prior to that meeting.

Section 8. Absence and Removal.

Unexcused absences from two meetings or excused absences from three meetings of the Board of Directors --not necessarily consecutive-- constitutes grounds for removal from the Board of Directors. After a second unexcused absence or third excused absence from any regularly scheduled meeting of the Board of Directors during the year between Annual Meetings, the Chair will advise the concerned Director in writing of the prospect of his/her removal. Upon a second unexcused absence or third excused absence, a Director may be removed from the Board of Directors by a majority vote of the Directors present unless s/he can demonstrate to the Board that his/her membership should be sustained.

Section 9. Duties of the Board of Directors.

The duties and responsibilities of the Board of Directors shall be to proceed in accordance with the wishes of the General Membership of PPNA.

Section 10. Procedure for adding Directors between Annual Meetings.

For a vacant district representative seat, the candidate to fill the seat must be a member of PPNA from that district. At-large Directors' seats are to be filled by an at-large member of PPNA. Directors are requested to give no less than thirty days' notice of resignation from the Board of Directors. Vacancies between annual meetings shall be filled by a majority vote of the Board of Directors where quorum is present. All vacancies filled in this manner expire at the next General Membership Meeting.

Section 11. Leave of Absence.

In the event that a Director requests a leave of absence or is unable to participate for any reason, that seat on the Board of Directors shall be classified as vacant. The vacancy will then be subject to the procedure in Section 9 of this Article. If the Director is able to return prior to the expiration of his/her term, s/he may request a vote of reinstatement to the seat for the unexpired portion of the term only if a vacancy exists at the time the vote is requested.

ARTICLE VII. COMMITTEES

Section 1. Formation.

Committees of the corporation can be created & disbanded only by majority vote of the General Membership at a meeting of the General Membership or by majority vote of the Board of Directors at a meeting of the Board of Directors.

Section 2. No Officer of the corporation shall chair any committee other than the Executive Committee. (See Article V. Section 1. )

Section 3. Committee Procedures.

Each committee shall elect its own chair, subject to the limitations described in Article V. Section 1., and this Article. Section 2. Each committee shall determine its own quorum, recording-keeping, way of conducting meetings, and the like, in accordance with the Articles of Incorporation of PPNA, these By-laws, and any applicable law. Section 4. Voting. Any member of PPNA who attends a committee meeting automatically becomes a voting member of that committee for that meeting. The eligibility of any member of the corporation to vote on any fiscal matter is subject to the by-law of the corporation governing conflict of interest (See Article XI).

Section 5. Reports to the Board of Directors.

The Chair of each committee shall ensure that written reports are submitted to the Board of Directors at its regular monthly meeting if the committee has met since the most recent regular meeting of the Board of Directors.

Section 6. Openness.

All committees are open to the General Membership and the public in accordance with the purpose of the corporation and applicable law except in those circumstances where operational committees conduct business that is subject to law governing data privacy.

ARTICLE VIII. ELECTIONS AT THE ANNUAL MEETING

Section 1. Annual meeting.

Directors shall be elected to the vacant seats on the Board of Directors by the General Membership at the Annual General Membership Meeting ( except as provided for in Article VI. Section 10. Procedure for adding Directors between Annual Meetings). The General Membership of PPNA shall receive due notice of the date, time, location, and agenda of this meeting. (See Article IX. Section 3. Meetings)

Section 2. Nominations.

A Nominations Committee may be formed by the Board of Directors to conduct a search for eligible and interested candidates for vacancies on the Board of Directors. If formed the list compiled by the Nominations Committee shall be submitted to the Chair of the Annual Meeting for presentation to the General Membership. Nominations may also be made from the floor of the Annual General Membership Meeting by any member of PPNA. Any member may offer him/herself in nomination.

Section 3. Election of Officers.

The Officers of the Board of Directors shall be elected by the Board of Directors at the first meeting of the Board of Directors after the Annual General Membership Meeting; this first meeting of the newly elected Board of Directors shall be held no later than ten (10) days after the Annual Meeting of the General Membership. The outgoing officers shall continue to serve the corporation until the new officers are elected.

Section 4. Election of Directors.

The election of Directors shall be held at the Annual and Special General Membership meetings, and the election of Officers of the Board of Directors shall be by the Board of Directors at the first meeting of the Board of Directors following the Annual meeting. (See this Article. Section 3.)

Section 5. Staggered Directors' Terms.

At the Annual Meeting of the General Membership, eight (8) Directors shall be elected to the vacancies on the Board of Directors; the elections held on odd-numbered years shall be for At Large Directors, and the elections held on even-numbered years shall be for Neighborhood District Representatives. The vacancies on the Board, whether At-Large or Neighborhood District representatives, shall be filled as follows: The first eligible candidate elected shall be elected to the Board vacancy of longest duration. In the Event that Directors are elected simultaneously, the Directors receiving the highest number of votes shall be elected to the seats of longest duration.

Section 6. Terms of Office.

The Officers of the Board of Directors shall be elected to terms of two(2) years. A Director elected at a Special Meeting of the General Membership shall be elected to serve the unexpired portion of the term of the Director who vacated the seat to which the candidate is elected. (See Article VI. Section 10.)

ARTICLE IX. MEETINGS.

Section 1. Board of Directors.

All regularly scheduled meetings of the Board of Directors of PPNA shall be held on the second Thursday of each month, except as provided for in Article VIII. Section 3. Section 2. Special Meetings. Special meetings of the Board of Directors and of the General Membership may be called as needed by the Board of Directors with due notification of the members of the Board of Directors and the General Membership.

Section 3. The Annual Meeting.

The regularly scheduled Annual Meeting of the General Membership shall be convened on the second Thursday in September of each year. The purpose of the Annual Meeting of the General Membership shall be to elect Directors to the vacant seats on the Board of Directors of PPNA, to determine goals and objectives for the coming year, and do conduct such other business of the corporation as requires the vote of the General Membership.

Section 4. Robert's Rules of Order.

In all matter of procedure not otherwise specified by these by-laws, Robert's Rules of Order, Revised Edition, will determine the procedure followed by the corporation.

ARTICLE X. PROCEDURE FOR ENACTING CHANGES TO THE BY-LAWS.

Section 1. Ratification.

To amend these by-laws, a two-thirds (2/3) vote of those in attendance at an Annual or Special General Membership Meeting is required.
Section 2. Submission. Proposed changes to these by-laws shall be submitted in writing to all members of the Board of Directors and presented for discussion at no less than one meeting of the Board of Directors prior to the Annual or Special General Membership Meeting at which they are presented for ratification.

Section 3. Agenda.

All proposed changes to these by-laws shall be placed on the agenda of the Annual or Special General Membership Meeting at which they are presented for ratification.

Section 4. Due Notice.

The General Membership shall be given due notice of any proposed by-law changes prior to presentation of said changes for ratification at an Annual or Special Meeting of the General Membership.

ARTICLE XI. CONFLICT OF INTEREST

Any Director or General Member who would directly or indirectly receive financial benefit from a proposed action of the Board of Directors or any committee of PPNA must declare that information in advance of any discussion or voting on that proposed action. By so declaring s/he is disqualified from discussion or voting on that proposed action. This statement of conflict of interest shall be read at any meeting where financial, fiscal, or fiduciary matters are discussed and/or presented for voting prior to such discussion and/or vote.

ARTICLE XII. STATEMENT OF AFFIRMATIVE ACTION PHILOSOPHY

The Powderhorn Park Neighborhood Association is committed to diversity and the full participation of all persons regardless of age, race, ethnic or cultural background, gender, affectional preference, status with regard to public assistance, religious belief, political affiliation, particular disability, or HIV status. Therefore, recruitment of members of the Board of Directors, Officers, staff, volunteers, committee members, and participants in programs administered and activities sponsored by PPNA shall be in accordance with affirmative action and equal opportunity guidelines outlined in PPNA Personnel Policies and Procedures and defined by federal, state, and municipal legislation.

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