Governing documents

Bylaws

The rules our neighbors agreed to for how this association is run — who can be a member, how the board works, how decisions get made, and how the bylaws themselves can change.

Adopted by the Board of Directors of the Bryant Park Neighborhood Association, and published here for transparency.

Bylaws of the Bryant Park Neighborhood Association
A Minnesota Nonprofit Corporation

Article I — Name and Purpose

  1. Name. The name of this organization shall be the Bryant Park Neighborhood Association (hereinafter referred to as the "Association").
  2. Purpose. The Association is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The mission of the Association is to make our community stronger by bringing people together, encouraging everyone to get involved, and creating welcoming opportunities for neighbors to work together, support each other, and make a positive difference locally.
  3. Limitations. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as set forth herein. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
  4. Dissolution. Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article II — Membership

  1. Eligibility. Any individual who resides in or near the Bryant Park neighborhood and who has a demonstrated interest in supporting the mission of the Association, shall be eligible for membership.
  2. Admission. Persons shall become members by providing their name and contact information to the Association through any means the Board of Directors may establish, including but not limited to sign-up at meetings, through the Association's website, or via electronic communication. No membership dues shall be required unless established by a vote of the Board of Directors.
  3. Rights of Members. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members, including the election of directors and officers. Members shall also have the right to attend all meetings of the membership and to receive notice of such meetings.
  4. Termination. Membership may be terminated by voluntary withdrawal through written or electronic notice to the Secretary, or by a two-thirds vote of the Board of Directors for cause, provided that the member has been given reasonable notice and an opportunity to be heard.

Article III — Meetings of Members

  1. Annual Meeting. An annual meeting of the members shall be held during the first quarter of each calendar year at a date, time, and place determined by the Board of Directors, for the purpose of electing directors and officers, receiving reports on the activities and financial condition of the Association, and transacting such other business as may properly come before the meeting.
  2. Special Meetings. Special meetings of the members may be called by the President, by a majority of the Board of Directors, or upon written request of at least ten (10) members or ten percent (10%) of the membership, whichever is less.
  3. Notice. Written or electronic notice stating the place, date, and time of each meeting of members shall be delivered to each member not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice may be given by electronic communication, including through the Association's Signal group, email, or other electronic means approved by the Board.
  4. Quorum. The members present at any properly noticed meeting shall constitute a quorum for the transaction of business.
  5. Voting. Each member present at a meeting at which a quorum is present shall be entitled to one vote. Unless otherwise required by law or these Bylaws, matters shall be decided by a simple majority of the votes cast by the members present.

Article IV — Board of Directors

  1. General Powers. The affairs of the Association shall be managed by its Board of Directors. The Board shall have the authority to establish policies, approve budgets, oversee programs, and take all actions necessary to fulfill the mission of the Association.
  2. Number. The Board of Directors shall consist of no fewer than three (3) and no more than nine (9) directors. The initial Board shall consist of six (6) directors.
  3. Founding Board. The initial Board of Directors shall be composed of the founding volunteers who came together to establish the Association. The founding directors shall serve until the first annual meeting of the members, at which time directors shall be elected in accordance with these Bylaws.
  4. Election and Term. Following the founding term, directors shall be elected by the members at the annual meeting and shall serve terms of one (1) year. Directors may serve consecutive terms without limit.
  5. Vacancies. Any vacancy occurring on the Board of Directors may be filled by a majority vote of the remaining directors, even if less than a quorum. A director elected to fill a vacancy shall serve for the remainder of the unexpired term.
  6. Removal. Any director may be removed with or without cause by a two-thirds vote of the members present at a meeting at which a quorum is present, provided that notice of the proposed removal has been included in the meeting notice.
  7. Resignation. A director may resign at any time by delivering written or electronic notice to the President or the Secretary. Such resignation shall take effect upon delivery unless a later effective date is specified.
  8. Compensation. Directors shall not receive compensation for their service as directors. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties, as approved by the Board.

Article V — Meetings of the Board of Directors

  1. Regular Meetings. The Board of Directors shall meet at least quarterly at a time and place determined by the Board. The Board may establish a regular meeting schedule by resolution.
  2. Special Meetings. Special meetings of the Board may be called by the President or by any two (2) directors upon not less than five (5) days' notice to each director, delivered by electronic communication or other reasonable means.
  3. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. 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.
  4. Remote Participation. Directors may participate in any meeting by means of telephone conference, video conference, Signal group call, or any similar communications method by which all persons participating in the meeting can communicate with each other simultaneously. Such participation shall constitute presence in person at the meeting.
  5. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent to the action in writing or by electronic communication, including via Signal or email. Such consents shall be filed with the minutes of proceedings of the Board.
  6. Open Meetings. All meetings of the Board of Directors shall be open to members of the Association, except that the Board may enter executive session to discuss personnel matters, legal matters, or other sensitive topics by a majority vote of the directors present.

Article VI — Officers

  1. Officers. The officers of the Association shall be a President, a Secretary, and a Treasurer. The Board of Directors may create additional officer positions as it deems necessary.
  2. Election and Term. Officers shall be elected by the Board of Directors at the first Board meeting following the annual meeting of members. Officers shall serve terms of one (1) year and may serve consecutive terms.
  3. President. The President shall preside at all meetings of the members and of the Board of Directors; shall serve as the principal spokesperson for the Association; shall have general supervision of the affairs of the Association; shall sign or authorize the signing of documents on behalf of the Association; and shall perform all duties customary to the office of President and such other duties as may be assigned by the Board.
  4. Secretary. The Secretary shall keep or cause to be kept the minutes of all meetings of the members and of the Board of Directors; shall maintain the membership records of the Association; shall give or cause to be given all notices required by law or these Bylaws; shall be custodian of the corporate records and seal, if any; and shall perform all duties customary to the office of Secretary and such other duties as may be assigned by the Board.
  5. Treasurer. The Treasurer shall have custody of all funds and financial records of the Association; shall keep full and accurate accounts of receipts and disbursements; shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board; shall disburse funds as authorized by the Board; shall present a financial report at each regular meeting of the Board and at the annual meeting of members; and shall perform all duties customary to the office of Treasurer and such other duties as may be assigned by the Board.
  6. Vacancy and Removal. Any officer may be removed by a two-thirds vote of the Board of Directors. A vacancy in any officer position may be filled by the Board for the unexpired portion of the term.

Article VII — Committees

  1. Standing and Special Committees. The Board of Directors may establish standing or special committees as it deems appropriate to carry out the work of the Association. Each committee shall have a chairperson appointed by the Board.
  2. Authority. Committees shall have only such authority as is specifically delegated to them by the Board of Directors. No committee shall have the authority to amend or repeal these Bylaws, elect or remove directors or officers, adopt a plan of merger or dissolution, or authorize the sale of substantially all of the Association's assets.
  3. Membership. Committee membership shall be open to all members of the Association. Non-members with relevant expertise may serve on committees at the invitation of the Board.

Article VIII — Finances

  1. Fiscal Year. The fiscal year of the Association shall be the calendar year, beginning January 1 and ending December 31.
  2. Financial Records. The Treasurer shall maintain accurate financial records. The books and records of the Association shall be available for inspection by any member upon reasonable request.
  3. Contracts and Expenditures. The Board of Directors may authorize any officer or agent to enter into contracts or expend funds on behalf of the Association. Expenditures exceeding an amount set by Board resolution shall require prior Board approval.
  4. Gifts and Donations. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association consistent with its mission.

Article IX — Communications

  1. Primary Communication. The Association shall use Signal as its primary method of electronic communication among directors, officers, and members. The Board may designate additional or alternative communication platforms as needed.
  2. Website. The Association intends to establish and maintain a website to provide information about its activities, meetings, and mission to the community. The Board shall oversee the development and content of the website.
  3. Official Notices. Any notice required under these Bylaws shall be deemed validly given if delivered by any of the following means: in person, by United States mail, by email, via the Association's Signal group, or by posting on the Association's website with reasonable advance notice.

Article X — Conflict of Interest

  1. Policy. Directors and officers shall act in good faith and in the best interest of the Association. Any director or officer who has a financial, personal, or professional interest in any matter before the Board shall disclose such interest and shall recuse themselves from discussion and voting on that matter.
  2. Disclosure. Each director and officer shall annually sign a statement disclosing any known conflicts of interest. The Board may adopt a more detailed conflict of interest policy as it deems appropriate.

Article XI — Indemnification

  1. Indemnification. The Association shall indemnify any director, officer, or former director or officer to the fullest extent permitted by Chapter 317A of the Minnesota Statutes, as amended from time to time. The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association against any liability asserted against such person in any such capacity.

Article XII — Amendments

  1. Amendments. These Bylaws may be amended or repealed, and new bylaws may be adopted, by a two-thirds vote of the members present at any annual or special meeting at which a quorum is present, provided that the text of the proposed amendment has been included in the notice of the meeting. The Board of Directors may also propose amendments to be submitted to the membership for approval.

Certification: The Secretary of the Bryant Park Neighborhood Association certifies that these Bylaws were duly adopted by the Board of Directors. The signed original is on file with the Association.

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