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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. ~nb~ ~ecu~e Office P~ 8525 ~br~k C~s~ ~ D. DE~ B~ ~ M~ne~ 5~3 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: 11 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 12