Guiding principles and rules that shape our organization’s foundation
This corporation has no members. Directors are the only members.
The Organization shall be governed by a Board of Directors, which shall have overall responsibility for policy, governance, and fiduciary oversight.
Except as otherwise provided herein, the Board of Directors of this corporation shall consist of minimum seven (7) and up to twelve (12) natural persons. Ten (10) founding members of the Board at the time of incorporation will serve perpetually in the board unless one decides to resign. Any new member of the Board will be appointed by the existing Board of Directors as per the provisions of subsection II.4.
Any director may at any time be removed by the remaining Board of Directors in accordance with the processes laid down in this document in following sub-sections II.3.1.
Any Director may be removed with cause at any time by the affirmative vote of two third (2/3rd) of the remaining Directors of the corporation present at a meeting of the Directors, the notice of which shall have specified the proposed removal.
Without limiting the board’s ability to remove a director with cause at any time, but for illustration purposes the following examples are given:
Any Director who misses three (3) consecutive meetings, without a satisfactory excuse to the Board, may be removed by the affirmative votes of a majority of the Directors present at a meeting where a quorum is present. Written notice and a hearing shall be given.
Appointment of directors shall be accomplished based on nomination submitted to the Board and affirmative vote of existing board members.
Each director shall serve for five (5) years until successor nomination or earlier death, resignation or removal.
This corporation has no members.
Regular meetings of the Board of Directors may be held at such times and place as shall from time to time be determined by resolution of the Board. After the time and place of such regular meetings have been so determined, no notice of such regular meetings need be given. Meeting venue or time can be changed after providing notice to the board members at least three (3) days prior to the scheduled date.
Special meetings of the Board of Directors for any purpose or purposes may be called by the President or the Secretary at the written request of any director. The business transacted at all special meetings of directors shall be confined to the subject(s) stated in the notice and to matters relevant thereto. No other business will be transacted unless all current directors of the corporation are present at such meeting and all directors consent to the transaction of other business.
A director may call a board meeting by giving at least five days’ notice to all directors of the date, time and place of the meeting. Notice given of a special meeting must state the purpose(s) of the proposed meeting. Notice of board meetings may also be given by electronic communication, directed to a telephone number or email address at which the member has consented to receive notice; A Director may waive notice of a meeting of the Board, and such waiver is effective whether given in writing, orally, or by attendance. Attendance by a Director at a meeting is a waiver of notice of that meeting, unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.
A majority of directors currently holding office is a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by statute or these By-laws. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of directors originally present leaves less than the proportion or number otherwise required for a quorum.
Any meeting among directors or a committee of the Board of Directors may be conducted solely by one or more means of remote communication (defined in the next sentence), if all so participate by such means, the same notice is given of the meeting as is required for those not undertaken by remote communications, and a quorum is present; for other meetings, any director or committee member may participate by conference telephone, or if the Board so authorizes, by other means of remote communication. Remote communications are those made via electronic communication, conference telephone, video conference, the Internet, or other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in a meeting by that means constitutes presence at the meeting.
Any action permitted to be taken at a meeting of the directors may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors entitled to vote on the action. Upon signature of the last required Director, immediate notice of the action and effective date shall be made to all Directors.
TThe officers of this corporation shall consist of, at minimum, a President, a Secretary and a Treasurer. The board of directors may choose to appoint additional officer(s) as deemed necessary.
The Board shall nominate officers of the corporation at their first meeting BOD meeting of the year. The officers shall be elected from among the seating board of directors. President should have served in the board for at least one year prior to be elected. .
The term of office of each of the offices of this corporation shall be for one year or until the nomination of successors. Any officer may be removed at any time prior to the expiration of their term by affirmative vote of a majority of the directors. Any vacancy occurring in an executive office shall be filled by the Board of Directors.
The President shall have general active management of the business of the corporation. The President’s responsibility shall include: When present, preside at meetings of the board or of the corporation’s nonvoting members, if any. See that orders and resolutions of the board are carried into effect. Sign and deliver in the name of this corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by this corporation’s organizational documents or by the board to another officer or agent of the corporation. Maintain records of and, when necessary, certify proceedings of the board. And perform other duties prescribed by the board.
The Secretary shall keep the corporation’s records and minutes, fulfill the usual duties required by such office, and perform such other duties and exercise such other powers as may from time to time be imposed upon that position by resolution of the Board. The Secretary’s responsibility shall include: Keep permanent comprehensive records of the corporation, including list of members. Give notices of meetings to the members and to the Board. Maintain record of attendance in meetings, and such other records as the Board may direct and make available the same for inspection as required by the by-laws. Record the minutes at every meeting and prepare the said minutes for presentation and approval at the next regularly scheduled meeting. Handle any correspondence at the request of the Board or committee members. Maintain inventory of corporation’s properties.
The corporation shall not enter contracts involving directors or related parties unless material facts are disclosed and approved by majority of disinterested directors.
Definitions of immediate family and material financial interest apply as per Minnesota law.
Conflict of interest policy shall be annually reviewed.
The corporation may purchase liability insurance for directors and officers.
Fiscal Year: January 1 – December 31.
Amendments must be submitted 30 days prior. Secretary must notify Board 21 days prior. Two-thirds (2/3) vote required for approval.
