BY-LAWS
OF
THE FLEMING
ARTICLE I.
Offices, Corporate Seal
Section 1.01. Registered
Office. The registered office of the Association in
Section 1.02. Other
Offices. The Association may have such other offices, within the
State of
Section 1.03. Corporate
Seal. (To be determined and registered at a later date.)
ARTICLE II.
Members and Meetings of Members
Section 2.01. Eligibility.- Membership in the Association shall be open to any individual,
family, business, or organization, that (a) subscribes to the purposes of the
Association and (b) owns or leases property within
Section 2.02 – Dues. Dues shall be $20 per
property owner(s) due at the annual meeting held in May of each year. New
members may join at any time by contacting a member of the Board of Directors,
but dues will not be prorated. Dues may be adjusted.
Section 2.03. Property.
No member shall have any right, title or interest in or to the property of the Association.
Section 2.04. Meetings.
The first meeting of the members was held on July 6, 1991. Each subsequent
meeting shall be held on such date(s) as the membership shall determine each
year.
Section 2.05. Special
Meetings. A special meeting of the members for any purpose or
purposes, unless otherwise prescribed by statute, may be called at any time by
the President or by majority of the Board of Directors or by petition of not
less than five (5) voting members.
Section 2.06. Place of Meeting.
Each meeting of the members of the Association shall be held at any place
within the vicinity of
Section 2.07. Notice
of Meeting. Except as otherwise provided by statute and in these
By-laws, written notice of each meeting of the members, whether annual or
special, shall be given not less than five (5) nor more than 60 days
before the day on which the meeting is to be held, to each member by mailing
such notice in a postage prepaid envelope addressed to the member at the
member's post office address as shown on the books of the Association.
Section 2.08. Quorum.
No formal business may be conducted at membership meetings unless at least five
(5) non office holding members, President or Vice President, and one Director
are present.
Updated 5/03 1Updated 5/03 2
Section 2.09. Voting.
Only the person(s) listed as a legal owner(s) by
Section 2.10. Casting Ballots. A member
must be present at the meeting at the time the vote is called in order to vote.
No member may vote by proxy or absentee ballot. All votes shall be cast by
secret paper ballot and shall be counted by a minimum of two members of the
Board of Directors or Officers of the Association.
Section 2.11. Referenda. The Board of Directors
may at any time solicit reactions from members through a mail survey. The Board
resolution authorizing the referendum shall indicate whether the results shall
be considered advisory or binding on the Board. The annual meeting may initiate
an advisory or a binding referendum and shall specify the exact wording of the
question and the required follow-up action by the Board. Members shall have
thirty (30) days to return response forms. Results of the referendum shall be
announced at a membership meeting or in printed form within 90 days of the
response deadline.
ARTICLE III
Board
of Directors
Section 3.01. General Powers. The property, affairs and business
of the Association shall be managed by its Board of Directors.
Section 3.02. Number, Qualifications and Term of
Office. Until the first annual meeting of the members in 1991, the
number of Directors shall be the number named in the Articles of Incorporation.
Thereafter, the number of Directors shall be established from time to time by
resolution of the voting members (subject to the authority of the Board of
Directors to increase the number of Directors as permitted by law), but shall
be not less than two (2). In the absence of such resolution, the number of
Directors shall be the number last fixed by a resolution of the voting members
or by the Board of Directors, or, if none has been so fixed, the number named
in the Articles of Incorporation. Each Director named in the Articles of
Incorporation shall hold office until the annual meeting of the voting members
occurring in the year in which his or her term expires, as set forth opposite
his or her name in the Articles of Incorporation, and until his or her
successor shall have been elected and shall qualify, or until his or her death,
or until he or she shall resign. At each annual meeting of
the voting. members, commencing with the first
annual meeting held in 1991, first terms of office shall consist of one
Director one (1) year term, one Director two (2) year term, one Director three
(3) year term. Commencing May of 1992 a new Director shall be elected each year
at the first meeting of the year. Successors to the Directors whose terms
expire in the year of such annual meeting shall be elected for three (3) year
terms, and each such successor shall hold office until his or her term expires
and until his or her successor shall have been elected and shall qualify, or
until his or her death, or until he or she resigns.
Section 3.03. Organization. At each
meeting of the Board of Directors, the President of the Association or, in his
or her absence, such person as is chosen by a majority of the Directors
present, shall preside as Chairperson of such meeting. The Secretary/Treasurer
of the Association or, in his or her absence, any person whom the Chairperson
shall appoint, shall act as secretary of the meeting.
Section 3.04. Resignation. Any Director
of the Association may resign at any time by giving written notice to the
President or to the Secretary/Treasurer of the Association. The resignation Updated 5/03 3
of any Director shall take effect at
the time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 3.05. Vacancies.
Any vacancy in the Board of Directors caused by death, resignation,
disqualification, or any other cause, may be filled for the unexpired term by a
vote of the remaining Directors (though less than a quorum), and each Director
so chosen shall hold office until the expiration of the unexpired term for
which he or she was so chosen and until his or her successor shall have been
duly elected and shall qualify.
Section 3.06. Place of Meetings. The Board
of Directors may hold its meetings at such place or places, within or without
the State of
Section 3.07. Meetings.
As soon as practicable after each annual election of Directors, and preferably
on the same day, the Board of Directors shall meet, at the place where such
annual election of Directors is held, for the purpose of electing the Officers
of the Association and for the transaction of such other business as shall come
before the meeting.
Section 3.08. Regular
Meetings. The Board of Directors need not hold regular meetings. If
the Board of Directors determines to hold regular meetings, they shall be held
at such time and place as set forth in Article 2, Section 2.06.
Section 3.09. Special Board
of Directors Meetings Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or by two (2) of the
Directors. Notice of each such special meeting shall be mailed to each
Director, addressed to the Director's residence or usual place of business, at
least seven (7) days before the day on which the meeting is to be held, or be
delivered personally or by telephone, not later than three (3) days before the
day on which the meeting is to be held. Each such notice shall state the time
and place of the meeting, but need not state the purposes thereof except as
otherwise herein expressly provided. Notice of any meeting of the Board need
not be given to any Director who shall be present at such meeting; and any
meeting of the Board shall be a legal meeting without any notice thereof having
been given, if all of the Directors of the Association then in office shall be
present thereat.
Section 3.10. Quorum and
Manner of Acting. Except as otherwise provided by statute or by
these By-laws, two (2) of the total number of Directors shall be required to
constitute a quorum for the transaction of business at any meeting, and the act
of a majority of the Directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors. In the absence of a quorum,
a majority of the Directors present may adjourn any meeting from time to time
until a quorum be had. Notice of any adjourned meeting
need not be given.
Section 3.11. Compensation.
No Director shall receive any compensation for any service that he or she may
render to the Association in his or her capacity as such Director; provided
that Directors may be reimbursed for out-of-pocket expenses incurred in
rendering services to or for the Association.
Section 3.11A. Compensation.
Directors shall not be compensated for their time and effort. The Board may authorize
Officers, Directors, and committee members to be paid actual and necessary
expenses incurred while on Association business. President, Vice President,
Secretary/Treasurer, and three (3) Directors; no two (2) offices may be held by
the same person. Updated
5/03 4
ARTICLE IV
Officers
Section 4.01. Terms of
Office. Officers and Directors are elected for three (3) year term.
The exception to the Section shall be the Vice President. The Vice President
shall automatically succeed the President at the end of his/her term, unless
the Vice President elects to resign, in which case the Vice President shall
also be elected by the membership. Their terms shall expire after the annual
meeting or upon the election of new Director or Officers, whichever occurs
later.
Section 4.02. Resignations.
Any officer may resign at any time by giving written notice of his or her
resignation to the Board of Directors, to the President or to the
Secretary/Treasurer of the Association. Any such resignation shall take effect at
the time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 4.03. Vacancies.
A vacancy in any office because of death, resignation, removal or any other cause
shall be filled for the unexpired portion of the term in the manner prescribed
in these By-laws for election or appointment to such office.
Section 4.04. President.
This shall be a three (3) year term. The President shall be the Chief Executive
Officer of the Association and shall have general active management of the
business of the Association. The President shall, when present, preside at all
meetings of the members and Directors; shall see that all orders and
resolutions of the Board of Directors are carried into effect; may execute and
deliver in the name of the Association any contracts or other instruments
pertaining to the business of the Association, including, without limitation,
any instruments necessary or appropriate to enable the Association to donate
income or principal of the Association to or for the account of such
organizations, causes, and projects described in the Articles of Incorporation
of the Association as the Association was organized to support; shall have such
other duties as may from time to time be prescribed by the Board of Directors;
and, in general, shall perform all duties usually incident to the office of
President.
Section 4.05. Vice President.
The Vice President shall have such powers and shall perform such duties as may
be specified in the By-laws or prescribed by the Board of Directors or by the
President. In the event of absence or disability of the President, the Vice
President shall succeed to the powers and duties of the President; and in the
event of a vacancy in the office of the President, such vacancy shall be filled
by the Vice President. In the event of absence or disability but not a vacancy
in the office of any other officer, the Vice President shall succeed to the
powers and duties of such other Officer.
Section 4.06. Secretary/Treasurer.
The Secretary/Treasurer shall be Secretary/Treasurer of, and, when present,
shall record proceedings of meetings of the members and Board of Directors;
shall, when directed to do so, give proper notice of meetings of members and
Directors; shall perform such other duties as may from time to time be
prescribed by the Board of Directors or by the President; and, in general,
shall perform all duties incident to the office of Secretary/Treasurer.
Section 4.07. Secretary/Treasurer.
The Secretary/Treasurer shall maintain the official records of the Association
as well as an archives. The Secretary/Treasurer shall
record and distribute the minutes of member meetings and Board meetings. The
Secretary/Treasurer shall maintain a current record of the names and addresses
of members entitled to vote and shall send out notices of membership meetings.
The Secretary/Treasurer shall prepare publicity for the Association newsletter
or solicit an editor to carry out the task. Updated 5/03 5
Section 4.08. Secretary/Treasurer.
The Secretary/Treasurer shall maintain the financial records of the
Association and shall sign all checks. The Secretary/Treasurer shall prepare an
annual financial statement for the annual meeting and shall be responsible for
presentation of the proposed budget to the annual meeting.
Section 4.09. Other Offices.
The Association may have such other Officers and Agents as may be deemed
necessary by the Board of Directors, who shall be appointed in such manner,
have such duties and hold their offices for such terms as may be determined by
resolution of the Board of Directors.
Section 4.10. Compensation.
No Officer shall receive compensation for any service that he or she may render
to the Association in his or her capacity as such Officer.
ARTICLE V.
Books and Records, Audit, Fiscal Year
Section 5.01. Books and
Records.
The Board of Directors of the Association shall cause to be
kept:
(1) records of all proceedings of
members and Directors; and
(2) such
other records and books of account as shall be necessary and appropriate to the
conduct of the corporate business.
Section 5.02. Documents Kept at Registered Office. The Board of
Directors shall cause to be kept at the registered office of the Association
originals or copies of:
(1) records of all proceedings of
members and Directors; and
(2) Articles of Incorporation and
By-laws of the Association and all amendments thereto.
Section 5.03. Audit.
The Board of Directors may, but shall not be required to, cause
the records and books of account of the Association to be audited each fiscal
year and at such other times as it may deem necessary or appropriate.
Section 5.04. Fiscal Year.
The fiscal year of the Association shall end on the last day of April in each
year.
ARTICLE VI.
Waiver
of Notice
Whenever any notice whatsoever is required to be given by
these By-laws or the Articles of Incorporation of the Association or any of the
Corporate Laws of the State of Minnesota, such notice may be waived in writing,
signed by the person or persons entitled to said notice, whether before, at or
after the time stated therein or before, at or after the meeting. Updated 5/03 6
ARTICLE VII.
Authorization
Without a Meeting
Any action that may be taken at a meeting of the voting
members may be taken without a meeting if authorized in writing and signed by
all the voting members who are entitled to notice of the meeting for such
purpose. Any action that could be taken at a meeting of the Board of Directors
may be taken without a meeting when authorized in writing signed by all of the
Directors.
ARTICLE VIII.
Committees
Section 8.01. Executive
Committee. The persons who are from time to time the officers of the
Association shall constitute the Executive Committee of the Association. The
Executive Committee shall have full power and authority of the Board of
Directors in the management of the property, affairs and business of the
Association, provided, however, that the Executive Committee shall act only in
the interval between meetings of the Board of Directors and shall at all times
be subject to the control and direction of the Board of Directors.
Section 8.02. Other
Committees. The Association may have such additional committees,
with such membership, authorities and duties, as may from time to time be
prescribed by the Board of Directors.
ARTICLE IX.
Indemnification
The Association shall indemnify such persons for such
expense and liabilities, in such manner, under such circumstances, and to such
extent, as permitted by Section 317.16, Subdivision 2 (14) of the Minnesota
Statutes, as now enacted or hereafter amended.
ARTICLE X.
Amendments
These By-laws may be amended from time to time by a vote of simple majority who are present and entitled to vote on such amendments, at any meeting, provided that notice of such proposed amendment shall have been given in the notice given to the Directors of such meeting. Such authority in the Board of Directors is subject to the power of the voting members to change or repeal such By-laws by a majority vote of the voting members present in person or by proxy at any annual or special meeting of voting members called for such purpose, and the Board of Directors shall not make or alter any By-laws fixing their qualifications, classifications, term of office, or number, except that the Board of Directors may make or alter any By-law to increase their number.