012593 EDA OFFICIAL FILE COPY
CITY OF NEW HOPE
EDA AGENDA
EDA Regular Meeting #1 aanuary 25, 1993
Agenda #1
President Edward J. Erickson
Commissioner W. Peter Enck
Commissioner GeraTd Otten
Commissioner Terrf Wehling
Commissioner Marky Williamson
1. Call to Order
2. Roll Call
3. Approval of Minutes of December 28, 1992
4. Discussion of By-Law Changes of the New Hope Community Revitalization
Corporation
5. Adjournment
CITY OF NEW HOPE
4401XYLON AVENUE NORTH
HENNEPIN COUNTY, MINNESOTA 55428
Approved EDA Minutes December 28, 1992
Meeting #13
CALL TO ORDER President Erickson called the meeting of the Economic
Development Authority to order at 7:06 p.m.
ROLL CALL Present: Erickson, L'Herault, Enck, Otten
Absent: Williamson
APPROVE MINUTES Motion was made by Commissioner Enck, seconded by
Commissioner L'Herault, to approve the EDA minutes of
October 26. Voting in favor: Erickson, L'Herault, Otten;
Abstained: Enck; Absent: Williamson. Motion carried.
EDA RESOLUTION President Erickson introduced for discussion Item 4,
Item 4 Resolution Authorizing Commencement of Eminent Domain
Proceedings to Acquire Partial Property at 5425 Boone
Avenue North (Project #493).
Mr. Donahue explained that this action authorizes the EDA
to commence eminent domain proceedings to acquire 75 feet
of property owned by Lee Brothers. The property is
necessary to proceed with the adult day care development
proposal by North Ridge and Senior Outreach Services.
Mr. Donahue noted there are tax consequences through
eminent domain which is an issue that Lee Brothers have
been instructed to discuss with their tax advisors. He
stated negotiations for a purchase price can still take
place even after the EDA initiates eminent domain
proceedings.
Councilmember Otten questioned the request for 75 feet
rather than the initial 100 feet of property.
Mr. Donahue stated after analyzing the project and effects
to Lee Brothers it was felt that 75 feet was reasonable
because it still gives the project the necessary property
as well as allows Lee Brothers the potential to develop
their site and to have a more marketable property. ~
EDA RESOLUTION Commissioner Enck introduced the following resolution and
#92-08 moved its adoption: "RESOLUTION AUTHORIZING COMMENCEMENT
New Hope EDA December 28, 1992
Page 1
CORRICK & SONDRALL
p~ITNEI~HIP OF I~OFESSIONAI.
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January 8, 1993
Kirk McDonald
Management Asst.
City of New Hope
4401Xy]on Avenue North
New Hope, MN 55428
RE: Revisions to Attic]es of Incorporation and By]aws of New Hope Community Revitalization Corporation
Our File No: 99.10026
Dear Kirk:
In follow up to our January 4th, 1993 meeting, please find enclosed
revised Articles of Incorporation and Bylaws for the New Hope
Community Revitalization Corporation.
Basically, the following changes were made to the Bylaws:
1. In Section 1.1 and 1.2 the number of board members were
reduced from 15 to 9.
2. In Section 2.2 the requirement for monthly meetings was
removed and replaced by a requirement that at least two regular
meetings of the board are held yearly in addition to the annual
meeting. As a result, the Board of Directors will have to meet at
least 3 times a year. Also, a requirement for published notice of
the meetings was added to provide that an open forum will be held
at the regular meetings of the board to allow the public a formal
process to advise the board regarding decisions concerning the
development and management of affordable housing. The open forum
provision is required by Section 92.2(8)(ii.) of the Federal Rules
governing the Home Investment Partnerships Program.
3. Also, all references to the poor or low income sector
were changed to the language "low/moderate income sector".
Mr. Kirk McDonald
January 8, 1993
Page 2
In the Articles of Incorporation, Article Four was changed to
indicate that providing decent housing affordable to persons of
low/moderate income is a purpose of this corporation as well.
I believe these are all the changes we discussed in our meeting.
As I indicated in my December 7th, 1992 letter to you, our next
step would be to call a meeting of the current Board of Directors
of the New Hope Community Revitalization Corporation and ask that
Board to adopt by resolution the Restated Articles and Bylaws.
Also, those people would then be asked to resign their positions on
the Board so that the City Council may appoint new board members as
we discussed in our meeting.
Please contact me if you have any further questions.
Very truly yours,
ORIGINAL SIGNED
i:iY 5'[EVEN A
Steven A. Sondrall
slf2
Enclosures
cc: Daniel J. Donahue, City Manager (w/enc
Barb Hayden, Hennepin County Planning & Development (w/enc)
RESTATED ARTICLES OF INCORPORATION
OF
NEW HOPE COMMUNITY REVITALIZATION CORPORATION
ARTICLE I.
The name of this corporation shall be: New Hope Community
Revitalization Corporation.
ARTICLE II.
This Corporation and these Articles should be deemed to be
organized under the Minnesota Non-Profit Corporation Act, Minnesota
Statutes, Chapter 317A.
ARTICLE III.
The post office address and actual location of the registered
office of the corporation shall be:
ARTICLE IV.
The purposes for which this corporation is organized are: To
provide decent housing affordable to persons of low/moderate
income; to conduct research, mobilize, and utilize both public and
private resources in an attack on poverty, whose beneficiaries are
the citizens of the City of New Hope; to provide services,
assistance, and other activities of sufficient scope and sizm to
give promise of progress toward elimination of poverty or the
causes of poverty; to develop employment opportunities and improve
human performance,
motivation and productivity, and better the conditions under which
people live, learn and work; to develop, conduct, and administer
such programs wit.h the maximum feasible participation of residents
of the area and members of the groups served; to conduct,
administer, and coordinate programs by means of a private, non-
profit agency.
ARTICLE V.
This corporation shall not afford pecuniary gain, incidentally
or otherwise, to its members or officers and directors, and no part
of the net income or net earnings of the corporation shall inure to
the benefit of any private person, except that this corporation
shall be authorized and empowered to pay for goods and services
rendered in furtherance of its corporate purposes.
Upon dissolution or final liquidation of the corporation, its
assets in excess of liabilities shall be transferred to the
persons, organizations, or political subdivisions which will
accomplish the general purposes of the corporation as nearly as
possible; provided that any person or organization must be
organized and operating exclusively for charitable, scientific,
literary, or educational purposes within the meaning of Section
501(c)(3) of the United States Internal Revenue Code, or similar
legislation,
ARTICLE VI
The Board of Directors of the corporation at the time of
adoption of these Restated Articles of IncorPoration are:
2
The number, qualification, manner of election, retention,
suspension, expulsion, term of directorship, and time and place of
meeting or subsequent meetings shall be prescribed by the corporate
Bylaws.
ARTICLE VII.
The members of this corporation shall consist of the Board of
Directors and such other persons as may from time to time be
provided by the corporate Bylaws.
ARTICLE VIII.
The members/directors shall not be subject to any extent
whatsoever to personal liability for corporate obligations.
ARTICLE IX.
The period of duration of this corporation shall be perpetual.
ARTICLE X.
There shall be no capital stock of this corporation.
ARTICLE XI.
The Board of Directors shall take action by the affirmative
vote of a majority of Directors present at a duly held meeting,
unless applicable law, these Articles, or the corporate Bylaws,
require the affirmative vote of a larger proportion or number.
An action required or permitted to be taken at a Board meeting
may be taken by written action, signed by the number of directors
that would be required to take the same action at a meeting of the
Board at which all directors were present. The written action is
effective when signed by the required number of directors, unless
a different effedtive time is provided in the written action. When
written action has been taken by less than all directors, all
directors must be notified immediately of its text and effective
date.
Committees of the Board shall likewise take action by the
affirmative vote of a majority of the committee members present at
a duly held meeting. An action required or permitted to be taken
at a committee meeting may be taken by the written action signed by
the number of committee members that would be required to take the
same action at a meeting of the committee at which all committee
members were present. The written action is effective when signed
by the required number of committee members, unless a different
effective time is provided in the written action. When written
action has been taken by less than all committee members, all
committee members must be notified immediately of its text and
effective date.
Meetings of the Board and meetings of committees of the Board
may be conducted through the means of electronic communications and
shall be provided for by the corporate Bylaws.
IN WITNESS WHEREOF, the undersigned do hereby certify that'~he
foregoing Restated Articles of Incorporation of New Hope Community
Revitalization Corporation, were duly adopted on the day
of , 1993.
Chairperson
Secretary
STATE OF MINNESOTA )
) SS,
COUNTY OF HENNEPIN )
On this day of , 1993, before me, a Notary
Public within and for said County and State, personally appeared
and ,
to me personally know, who, being by me duly sworn, did say that
they are respectively the Chairperson and Secretary of the New Hope
Community Revitalization Corporation, the Minnesota nonprofit
corporation named in the foregoing instrument; and that said
instrument was signed on behalf of said nonprofit corporation by
authority of its Directors, and said
and acknowledged said instrument to be
the free act and deed of said nonprofit corporation.
Notary Public
RESTATED BYLAWS
OF
NEW HOPE COMMUNITY REVITALIZATION CORPORATION
ARTICLE I
BOARD MEMBERSHIP
Section 1.1. The determination of policy and the general
management and control of the affairs of the corporation shall be
vested in the Board of Directors which shall be composed of nine
(9) members. This number may be changed from time to time in
accordance with these Bylaws, but shall not be less than nine (9)
members nor more than fifty-one (51) members.
Section 1.2. The Board membership shall consist of three (3)
sectors: The pUblic official sector, the low/moderate income
sector, and the private sector. The nature of these sectors and
the manner of their selection process are as follows:
Public Officials: One-third (1/3) of the Board, three (3)
members, shall be elected public officials or their
representatives, unless the number of such officials
reasonably available or willing to serve is less than one-
third (1/3) of the membership.
The New Hope City Council (hereinafter referred to as the
"designating officials"), shall select the elected public
officials to serve on the Board. In the event that there are
not enough elected public officials reasonably available and
willing to serve on the Board, designating officials may
select representatives to serve on the Board.
Representatives need not be public officials, but shall have
full authority to act for the public officials whom they
represent at meetings of the Board. If the public officials,
both elected and appointed, who are willing and able to serve
do not comprise one-third (1/3) of the Board, the remainder of
the seats allotted to public officials shall remain vacant.
The designating officials may fill these seats at any time as
soon as an official is willing to sit on the Board.
Representatives of the low/moderate income: One-third (1~3)
of the Board, three (3) members, shall be comprised of
democratically selected representatives of the low and
moderate income as defined by the United States Department of
Housing and Urban Development regulations. The
representatives need not be of low/moderate income themselves,
but the selection process shall ensure that they represent the
low/moderate income group.
The low/modQrate income representatives shall be selected in
the following manner: A public meeting shall be held for the
purpose of selecting three (3) members to the corporation.
Members comprising the low/moderate income sector shall be
elected by a majority vote of the low/moderate income
population attending the selection meeting.
Before any such meeting may be held, the date, time, place,
and purpose of the meeting shall be published at least once in
a legal newspaper within the community with the last
publication being at least ten (10) days before the published
date of the meeting.
Representatives of the corporation shall canvas the community
to inform the low/moderate income population of any upcoming
selection meeting and to encourage participation of the
low/moderate income population in the selection process.
The selection meetings shall be held at such time and place as
designated in the required notice. Representatives of the
corporation shall be present at the selection meeting to
ensure adherence to a democratic election process.
Parliamentary procedure as set forth in Robert's Rules of
Order will be followed at the selection meeting.
Representatives of the Private Sector: One-third (1/3) of the
membership, three (3) members, shall consist of officials,
members, or representatives of business, private community
service groups, industry, labor, religious organizations,
private and public educational institutions, significant
minority groups, and other major private groups and interests
in the community. Each private sector organization selected
for representation in the corporation shall appoint one (1)
person to represent it as a member of the corporation. Each
such representative shall be empowered to speak and act on
behalf of the private sector organization he or she
represents.
Public notification of any vacancy in the private sector
membership shall be made by publishing notice of such vacancy
at least once in the City of. New Hope's legal newspaper w~ith
the last publication being at least ten (10) days before the
last day for filing of a petition for representation.
The notice shall contain the fact of such vacancy and the date
by which petition of interested private sector organizations
must be submitted. The notice shall also include that
petitions shall state information as to the nature of the
private organization and the reason by which it feels it
should be represented in the corporation. Such petition shall
be signed by the chief executive officer of the petitioning
organization, and approval for submission by the Board of
Directors of the private organization. The petition should be
directed to the chairperson of the corporation.
Such petition shall be considered at a regularly scheduled
meeting of the Board of Directors or at a special meeting
called for that purpose. Ten (10) days advanced notice of
such meeting shall be given to the chief executive officer of
the petitioning organization. Representation of the
petitioning organizations shall be heard in support of their
petitions.
The Board shall makes its decision based on criteria as
follows: The contents of the petition and testimony of the
representatives of the petitioning organizations; the
consideration of a continued balance of representation between
different private sector organizations to assure broad
appropriate representation from within the community.
If there are more petitions than vacancies, the Board shall
give added consideration to the private sector organization
who has not had a representative member in the corporation.
Section 1.3. The term of a director shall be five (5) years, with
the exception of public officials or their representatives, whose
terms shall be set by resolution of the designating officials. No
director, with the exception of public officials or their
representatives, shall serve more than two (2) terms nor for more
than a total of ten (10) years on the Board of Directors.
Section 1.4. Vacancies on the Board by reason of death,
resignation or other causes shall be filled by the selection
process set out in these Bylaws for the selection of public
official and private sector members. When the seat of a low income
representative becomes vacant, the remaining low income
representatives already on the Board, acting alone and by majority
vote, shall select a person from the same district he or she is to
replace. .~
A director selected to fill a vacancy shall serve the remainder of
the term of his or her predecessor in office.
The Board shall fill all vacancies as soon as reasonably possible.
Section 1.5. Public officials may be removed from the Board only
by the appropriate designating officials.
Low/moderate income and private sector members may be removed after
three {3) unexcused absences from regular Board meetings by a vote
of the majority of the members present at any regular Board
meeting, provided all Board members are given five (5) days notice
of the intention to remove a member.
In addition, a low/moderate income and private sector member may be
removed from the Board if the member violates standards of
confidentiality, is convicted of a serious crime, fails to act in
the best interests of the corporation, or otherwise engages in
conduct not becoming a Board member of this corporation. Removal
is affected by a majority vote of the members of the Board at any
regularly scheduled meeting, provided a fair and impartial hearing
is offered to the members and also provided all Board members are
given five {5) days notice of the intent to remove a member.
Section 1.6. No employee of the corporation may serve on the Board
and no other federal or state employee may serve on the Board in a
capacity which will require him/her to act as an agent of or as
attorney for the corporation in its dealing with any federal or
state agency.
Section 1.7. The general management of affairs of the corporation
shall be vested in the Board of Directors. In addition to these
general pOwers, the Board shall have the following specific powers:
a. To appoint the Executive Director;
b. To determine major personnel, organization, fiscal and
program policies;
c. To determine overall program plans and priorities,
including provisions for evaluating progress against
performance;
d. To make final approval of all program proposals and
budgets;
e. To enforce compliance with all conditions of grants;
f. To oversee the extent and the quality of the
participation of the poor in the programs;
g. To determine rules and procedures for the Board;
h. To select the officers and the executive committees, if
any, of the Board.
Except for the Purposes of inquiry, authorized by the Board, no
director shall issue a direct order or instruction to a staff
member of the corporation.
Section 1.8. Directors shall not receive any stated salaries for
their services, but by resolution of the Board of Directors, a
reimbursement for expenses of attendance, if any, may be allowed
for any meeting of the Board of Directors, corporation or any
committee.
ARTICLE II
MEETINGS
Section 2.1. A quorum for the transaction of any business shall be
at least fifty percent (50%) of the non-vacant seats on the Board.
Section 2.2. Regular annual meetings of the Board of Directors
shall be held at the time and place designated by resolution of the
Board of Directors. Notice of the annual meeting shall be given to
the directors by the secretary by mail not more than twenty (20)
days nor less than ten (10) days prior to the date of the annual
meeting.
The Board of Directors shall hold a minimum of two meetings per
year. The schedule for regular meetings shall be set by resolution
of the Board of Directors and a copy of said resolution shall be
mailed each director. No further notice of regular meetings need
be given to the Board of Directors.
Published notice of the annual meeting and all regular meetings
shall be made by publication in the New Hope-Golden Valley Sun-Post
one time not more than 30 and no less than 10 days prior to the
meeting. Said notice shall indicate that an open forum will be
held by the Board of Directors at which time any low/moderate
program beneficiaries may advise the Board regarding the design,
siting, development and management of affordable housing. The
notice shall also indicate the time, place and date of the meeting.
Section 2.3. Special meetings of the Board of Directors may, be
called by the chairperson and must be called by him/her upon the
demand of any five (5) members of the Board. Notice of a special
meeting shall be given by the secretary to all Board members and
shall include the time and place of such meeting. Notice shall be
given not less than five (5) days prior to the date of the meeting.
Published notice shall not be required for special meetings.
Section 2.4. A meeting of the Board of Directors or of any
committee of the Board of Directors may be held through the means
of electronic communications. A conference among directors by
means of communication through which the directors may
simultaneously hear each other during the conference is a Board or
a committee meeting, as the case may be, if the same notice is
given of the conference as would be required for a meeting and if
the number of directors participating in the conference is a
quorum.
Section 2.5. Any required notice of the time and place of any
special meeting of the Board of Directors or of any committee of
the Board of Directors may be given by mail or by telephone.
Section 2.6. If any meeting of the Board be adjourned, continued
or recessed to another time or place, notice need not be given to
the Board members; however, if it is reasonably convenient to do
so, notice should be given anyway.
Section 2.7. An agenda, defined as a list of things to be done or
dealt with at a meeting, should accompany all notices of Board
meetings and should be sent to all members of the Board at their
last known address. In cases of special meetings where notice has
been given by telephone as permitted by these Bylaws, an agenda
should still be mailed, even though said mailing would not occur
.within the applicable required notice period.
Section 2.8. Each Board member, including the chairperson, shall
be entitled to one vote.
Section 2.9. There shall be no proxy voting authorized.
Section 2.10. Parliamentary procedures as set forth in Robert's
Rules of Order shall be followed at all meetings. The following
order of business shall be observed so far as practical:
1. Calling the roll;
2. Reading, correcting and approving of minutes of previous
meeting;
3. Unfinished business; ~
4. New business;
5. Other items as determined by the chair.
ARTICLE III
COIVlMITTEES
Section 3.1. The Board shall appoint an executive committee
composed of members of the Board which shall be authorized to
transact all routine and ordinary business with the exception of
the establishment of major policy changes.
Section 3.2. The executive committee shall be composed of three
(3) Board members selected by the Board at the annual meeting.
Selection will be by sector caucus with one member selected by each
sector,
Section 3.3. The executive committee shall report on the action it
takes between meetings at the next meeting of the full Board.
Section 3.4. A quorum for transaction of business by any Board
committee shall be at least fifty percent (50%) of the non-vacant
seats of the committee.
Section 3.5. The chairpersons and members of the following
standing committees shall be appointed by the Board chairperson for
a one (1) year term. The composition of these committees shall
fairly reflect the composition of the full Board.
a. Planning and Evaluation Committee: This committee shall
recommend and report to the Board on the agency planning
process, the identification of problems, and the
selection and planning of programs. The committee shall
submit annual plans to the Board for agency self-
evaluation. The committee arranges for or conducts such
evaluation and submits findings and recommendations to
the Board.
b. Personnel Committee: This committee shall review and
recommend policies pertaining to personnel matters.
These areas shall include recruitment and screening of
applicants for executive director position, evaluation of
executive director, welfare of staff and affirmative
action.
ARTICLE IV
OFFICERS
Section 4.1. The officers of the corporation shall consist of a
chairperson, a secretary, and a treasurer. Such officers shall be
appointed by the Board from among the members of the executive
committee.
Section 4.2. The chairperson shall preside at all meetings of the
Board at which he or she is present. He or she shall sign all
official documents of the corporation as authorized by the Board,
shall make reports to the Board and shall perform such other duties
as are incident to his or her office and are properly expected of
him or her by the Board. The chair shall serve as the chair of the
executive committee. The chairperson may co-sign checks in lieu of
or in the absence of the treasurer.
Section 4.3. It shall be the duty of the secretary or his/her duly
appointed agent to give notice of and attend all meetings of the
corporation and of the Board of Directors and of all committees and
to keep written minutes of their meetings which include a record of
votes of all members before the next meeting; to provide a copy of
the minutes of any meeting to the public upon request; to make
available to the public upon request translations of the minutes to
the poverty population that does not speak English; to conduct all
correspondence and to carry into execution all orders, votes and
resolutions not otherwise committed; to keep a list of the members
of the corporation; to notify the officers and members of the
corporation of their election; to notify members of their
appointment on committees; to furnish the chairperson of each
committee with a copy of the vote under which the committee is
appointed, and at his or her request give notice of the meetings of
the committee; to prepare, under the direction of the Board of
Directors, an annual report of the transactions and condition of
the corporation, and generally to devote his or her best efforts to
forwarding the business and advancing the interests of the
corporation. In case of absence or disability of the treasurer,
the secretary shall perform the duties of the treasurer.
Section 4.4. The treasurer or his/her representative of the
corporation shall keep an account of all monies received and
expended for the use of the corporation. He or she shall deposit
all sums received in a bank, or banks, or trust company approved by
the Board of Directors and make a report at the annual meeting or
if called upon by the chairperson. In case of the death or absence
of the chairperson or of his or her inability from any cause to
act, the treasurer shall perform the duties of the chairperson.
8
Section 4.5. Officers of the corporation shall be elected from the
members from the executive committee at the annual meeting and
shall serve both the corporation and the executive committee in the
same capacity.
Section 4.6. Each officer so elected shall be elected for a term
of one (1) year commencing at the next meeting and continuing until
his successor is elected and qualified. No person may hold two (2)
offices at the same time.
Section 4.7. Any officer elected or appointed by the Board of
Directors may be removed by a majority vote of the Board of
Directors whenever in its judgment the best interests of the
corporation would be served thereby.
Section 4.8. A vacancy in any office because of -death,
resignation, removal, disqualification, or otherwise may be filled
by the Board of Directors for the remaining portion of the term.
Section 4.9. If the Board of Directors has appointed an executive
director to operate the day-to-day affairs of the corporation, it
may, by resolution of the Board at its annual meeting, specify the
general powers delegated to said executive director, to include the
power to execute, in behalf of the corporation, routine documents
and contracts which pertain to the ordinary course of business of
the corporation. The power to make official policies in behalf of
the corporation shall be reserved to the Board of Directors.
ARTICLE V
REPRESENTATION BY PETITION
Section 5.1. Community agencies and representative groups of the
low income which feel themselves inadequately represented on the
Board may petition the Board for adequate representation. Such
petitions shall be presented to the Board signed by at least fifty
(50) persons who belong to the peti.tioning group. The petition
shall state the nature of the group and the reasons by which it
feels it is inadequately represented on the Board.
Section 5.2. Such petitions shall be considered at the first
regular meeting of the Board following receipt of the petition.
The Board shall then schedule a special meeting of the Board to
determine the validity of the petition. This special meeting of
the Board shall be held within forty-five (45) days of the fi~ng
of the petition with the Board. Ten (10) days notice of the
special meeting of the Board shall be given to the representatives
of the petitioners as designated in the petition. The
representatives of the petitioners shall be heard in support of the
petition, and the Board shall then approve or disapprove the
petition.
Section 5.3. If a petitioner gains a seat on the Board, there
shall be selected additional directors, utilizing the appropriate
selection method set out in these Bylaws to maintain the proper
balance by sectors as required by these Bylaws.
Section 5.4. All proper authorities will be notified of receipt
and disposition of such petition.
ARTICLE VI
INDEMNIFICATION
Section 6.1. It shall be the policy of this corporation to provide
indemnification and reimbursement to directors, officers, and
employees who are made or are threatened to be made a party to a
legal proceeding by reason of said person's service to the
corporation. In that regard, the provisions of Minnesota Statutes,
Section 317A.521, shall apply and shall provide indemnification/
reimbursement to the full extent provided thereby.
ARTICLE VII
DIRECTORS - STANDARD OF CONDUCT
Section 7.1. Standard; Liability. A director shall discharge the
duties of the position of director in good faith, in a manner the
director reasonably believes to be in the best interests of the
corporation, and with the care an ordinary prudent person in a like
position would exercise under similar circumstances. A person who
so performs those duties is not liable by reason of being or having
been a director of the corporation.
Section 7.2. Reliance.
(a) A director is entitled to rely on information, opinions,
reports, or statements, including financial statements and
other financial data, in each case prepared or presented by:
1. One or more officers or employees of the corporation whom
the director reasonably believes to be reliable ~and
competent in the matters presented;
10
2. Counsel, public accountants, or other persons as to
matters that the director reasonably believes are within
the person's professional or expert competence; or
3. A committee of the Board upon which the director does not
serve, duly established by the Board, as to matters
within its designated authority, if the director
reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has actual
knowledge concerning the matter in question that makes the
reliance otherwise permitted by paragraph (a) unwarranted.
Section 7.3. Presumption of Assent; Dissent. A director who is
present at a meeting of the Board when an action is approved by the
Board is presumed to have assented to the action approved, unless
the director:
a. 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, in which case the director is not considered
to be present at the meeting for purposes of this
chapter;
b. Votes against the action at the meeting; or
c. Is prohibited by Section 8.1 of these Bylaws from voting
on the action.
Section 7.4. Not Considered "Trustee". A member of the Board,
regardless of how identified, is not considered to be a "trustee"
in the sense of a "fiduciary" with respect to the corporation or
with respect to property held or administered by the corporation,
including, without limit, property that may be subject to
restrictions imposed by the donor or transferor of the property.
ARTICLE VIII
DIRECTORS - CONFLICTS OF INTEREST
Section 8.1. Any director who, in the discharge of his/her
official duties, would be required to take an action or make a
decision which would substantially affect his/her financial
interest or those of a business with which he/she is associal~ed,
unless the effect on him/her is no greater than on other members of
his/her business classifications, profession, or occupation, shall
take the following actions:
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a. He/she shall prepare a written statement describing the
matter requiring action or decision and the nature of
his/her potential conflict of interest;
b. He/she shall deliver, or cause to be delivered, copies of
the st.atement to the other members of the Board of
Directors;
c. The Board member shall remove himself/herself from
influence over the action or decision question.
After the above disclosure procedure has been followed, the
contract or transaction in question shall be validly authorized,
approved, or ratified, if the Board of Directors.approves same in
good faith by a majority of the Board of Directors, but the
interested director may not be counted in determining the presence
of a quorum and may not.vote.
ARTICLE IX
MISCELLANEOUS
Section 9.1. Waiver of Notice. A Board member or committee member
may make a written waiver of notice before, at, or after a meeting.
The waiver shall be filed with the person who has been designated
to act as secretary of the meeting, who shall enter it upon the
records of the meeting. Appearance at a meeting is deemed a waiver
of notice unless it is solely for the purpose of asserting the
illegality of the meeting.
Section 9.2. Amendments. These Bylaws may be amended by a
majority vote of the Board of Directors at any meeting thereof, if
notice of the proposed amendment has been given in accordance with
procedures required by Minnesota Statutes, Chapter 317A.
Section 9,3. Revocation of Prior Bylaws. These Restated Bylaws
shall,, upon adoption thereof by a majority vote of the Board of
Directors at duly held and constituted meeting of said directors,
supersede and take the place of theretofore existing Bylaws of the
corporation and amendments thereto.
SECRETARY'S CERTIFICATE
I certify that the Restated Bylaws hereinabove set forth were
duly adopted at a meeting of the members of the corporation cabled
for this purpose on the day of , 1993.
Secretary
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