Bylaws of Civic Caucus
The registered office of this corporation shall be located at 2104 Girard Avenue South, Minneapolis, MN 55405, or such other location as the Board of Directors from time to time may determine and register as required by law.
The corporation has no members. Insofar as action is required by law or by these Bylaws the members shall be the persons who constitute the Board of Directors.
BOARD OF DIRECTORS
Section 3.01 General Powers: The property, affairs and business of this corporation shall be managed by the Board of Directors.
Section 3.02 Number, Election and Term of Office: The number of directors shall not be less than three (3), but from time to time the number nay be increased, or may be diminished to not less than three(3) by the affirmative vote of a majority of the Board of Directors. Each Director shall hold office for a term of two (2) years following his or her election and until his or her successor is elected and shall qualify, or until his or her death, resignation, or removal as hereinafter provided. Directors may serve a maximum of three (3) consecutive two-year terms. The election of Directors shall take place at each annual meeting of the Board of Directors
Section 3.03 Organization: At each meeting of the Board of Directors, the Chair or in his or her absence, the Secretary of this corporation shall preside. The Secretary of this corporation or, in his or her absence, any person whom the Chair shall appoint shall act as secretary of the meeting.
Section 3.04 Resignation: Any director may resign at any time by giving notice to the Chair or to the Secretary. The resignation shall take effect at the time specified therein. 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, removal, an increase in the number of directors, or any other cause shall be filled by a majority vote of the remaining directors (though less than a quorum), and each such director shall hold office for the balance of the term or for the term specified.
Section 3.06 Place of meetings: The Board of Directors may hold its meetings at such place or places within or without Minnesota as it may from time to time determine
Section 3.07 Annual Meeting: The annual meeting of the Board of Directors shall be held each year to elect the officers of this corporation and for the transaction of such other business as shall come before the meeting. Notice of the meeting shall be given as provided for special meetings in Section 3.08. or by consent or waiver of notice signed by all directors.
Section 3.08 Special Meetings, Notice: Special meetings of the Board of Directors shall be held whenever called by the Chair or any one of the directors. Notice of such meeting shall be mailed or E-mailed to each director at his or her residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or delivered personally or by telephone not later than one (1) day before the day on which the meeting is to be held. Such notice shall state the time and place of the meeting but need not state the purpose unless otherwise expressly required herein. Notice of any meeting of the Board need not be given to any director who is present at such meeting. Any meeting of the Board shall be a legal meeting without any notice thereof having been given if all of the directors shall be present thereat or waive such notice in writing before or after such meeting. The Board shall meet at least quarterly.
Section 3.09 Quorum: Except as otherwise provided by law or these bylaws one-half(1/2) of the total number of Directors (but not less than three(3) shall be required to constitute a quorum at any meeting and a majority of the directors present at any meeting at which a quorum is present shall be the acts of the Board. In the absence of a Quorum a majority of the directors present may adjourn any meeting from time to time until a quorum is present.
Section 3.10 Removal of Directors: Any director may be removed. with or without cause, by a majority vote of the total number of directors at a special meeting called for that purpose.
Section 3.11 Proxies: Proxies shall not be allowed or used.
Section 4.01 Number: The officers of this corporation shall be a Chair, Secretary, Treasurer and such other officers as the Board may elect. Any two offices may be held by the same person.
Section 4.02 Election, Term of Office: All officers shall be elected annually by the Board of Directors, and except in the case of other officers, staff or consultants, appointed in accordance Section 4.10, each shall hold office until the next annual election of officers and until his or her successor shall have been elected and qualified.]
Section 4.03 Resignations: Any officer may resign at any time by giving written notice of his or her resignation to the Chair or the Secretary. Any such resignation shall take effect at the time specified. Acceptance of such resignation shall not be necessary to make it effective.
Section 404 Removal: Any officer may be removed, with or without cause, by a vote of a majority of the Board of Directors, at a meeting called for that purpose and set forth in the notice of the meeting or waiver of notice of the meeting.
Section 4.05 Vacancies: A vacancy in any office caused by death, resignation, removal, or any other cause shall be filled for the unexpired term by election in the manner proscribed in these Bylaws.
Section 4.06 Chair: The Chair shall when present shall preside at all meetings of the Board and shall have general active management of the business and affairs of this corporation and shall perform such other duties as may from time to time be prescribed by the Board. He or she shall see that all orders and resolutions of the Board are carried into effect. He or she may execute and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the affairs of the corporation, including without limitation, any instruments necessary or appropriate to enable this corporation to donate income or principal of the corporation to or for the account of such organizations, causes, and projects described in the Articles of Incorporation of this corporation and as this corporation was organized to support, and in general shall perform all duties usually incident to the office of Chair or President or are required by law.
Section 4.07 Secretary: The Secretary, when present, shall record proceedings of the meetings of the Board. He or she shall, when directed to do so give proper notice of the meetings of the Board. He or she shall perform such other duties as may from time to time be proscribed by the Board or by the Chair and in general shall perform all duties usually incident to the office of Secretary.
Section 4.08 Treasurer: The Treasurer shall keep accurate accounts of all moneys received or disbursed, shall deposit all moneys, drafts and checks in the name of and to the credit of this corporation in such banks or depositories as the Board shall from time to time designate. He or she shall have the power to endorse for deposit all notes, checks, and drafts received by this corporation. He or she shall disburse the funds of this corporation as ordered by the Board, making proper vouchers therefore He or she shall render to the Chair and the Directors, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of the corporation and shall perform such other duties as may from time to time be prescribed by the Board or the Chair, and in general shall perform all duties usually incident to the office of Treasurer or are required by law.
Section 4.09 Other Officers, Staff or Consultants: This corporation may have such other officers, staff or consultants as may be deemed necessary by the Board, who shall be appointed or elected in such manner, have such duties, and for such term as may be determined by the Board.
Section 4.10 Compensation: The officers, agents, and employees of this corporation may be paid such reasonable compensation for their services rendered to this corporation and be reimbursed for such reasonable expenses necessarily incurred by them in rendering such services as the Board may from time to time determine to be in furtherance of the purposes of and in the best interests of this corporation.
Section 4.11 Bond: The Board shall determine from time to time which, if any, officers, agents, or employees shall be bonded and the amount of such bond.
Section 5.01 Committees: The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the Board. Each such committee shall have such membership, duties, and responsibilities as are established for it from time to time by the Board. Each such committee shall at all time be subject to direction of the Board.
Section 5.02 Committee function: The Chair of the corporation shall appoint the Chair of each committee. Each committee shall establish the time for its regular meetings and may change that time as it from time to time deems advisable. Special meetings of any committee may be called by the Chair of that committee or by the Chair of the Board of Directors. Two days notice shall be given of any special meeting of the committee. At all meetings of a committee each member shall be entitled to cast one vote on any matter coming before the committee One third (1/3) of the membership of a committee shall constitute a quorum at any meeting of the committee, But the members present at any meeting at which a quorum is not present may adjourn the meeting from time to time. A majority vote of the members of the committee at which a quorum is present shall be sufficient for the transaction of the business of the committee.
BOOKS OF RECORD, AUDIT AND FISCAL YEAR
Section 6.01 Books and Records: The Board of Directors shall cause to be kept:
(1) Records of all proceedings of the Board of Directors and committees; and
(2) Such other records and books o account as shall be necessary and appropriate to the conduct of the corporate business.
Section 6.02 Documents kept at registered office: The Board shall cause to be kept at the registered office of this corporation originals or copies of:
(1) Records of all proceedings of the Board and Committees;
(2) All financial statements of the corporation; and
(3) Articles of Incorporation and Bylaws of this corporation and all amendments and restatements thereof.
Section 6.03 Audit: The Board may cause the records and books of account of this corporation to be audited once in each fiscal year and at such other times as it may deem necessary or appropriate, and may retain such person or firm for that purpose as it deems appropriate.
Section 6.04 Fiscal year: The fiscal year for the corporation shall be determined by the Board.
WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given by these bylaws or the corporate laws of the State of Minnesota, such notice may be waived in writing signed by the person or persons entitled to such notice, whether before, at or after the time stated therein, or before, at or after the meeting.
AUTHORIZATION WITHOUT A MEETING
Any action that may be taken at a meeting of the Board or a committee may be taken without a meeting when authorized in writing signed by all members of the Board or the committee.
This corporation may, in the exercise of the power granted to nonprofit corporations by the laws of Minnesota now enacted or hereafter amended, indemnify its officers, directors, employees, or agents against certain expenses and liability to the extent provided in the laws of Minnesota as now enacted or hereafter amended.
The Board of Directors may amend the corporation‘s Articles of Incorporation as from time to time amended or restated, the Bylaws as from time to time amended or restated to include or omit any provision which could lawfully be included or omitted at the time such amendment is adopted. Any number of amendments , or an entire revision of the Articles of Incorporation or Bylaws may be submitted and voted on at a single meeting of the Board and be adopted at such meeting, a quorum being present, upon receiving no less than two-thirds (2/3) of the directors or may be adopted in accordance with Article VIII hereof.