BYLAWS of CIVIC CAUCUS
~ As amended December 16, 2011
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
General Powers: The property, affairs and business of this
corporation shall be managed by the Board of Directors.
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
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.
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.
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.
Place of meetings: The Board of Directors may hold its meetings at
such place or places within or without
as it may from time to time determine
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.
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
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
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.
Proxies: Proxies shall not be allowed or used.
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.
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.]
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.
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
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.
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.
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.
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.
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.
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.
Bond: The Board shall determine from time to time which, if any,
officers, agents, or employees shall be bonded and the amount of such
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
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
Books and Records: The Board of Directors shall cause to be kept:
of all proceedings of the Board of Directors and committees; and
other records and books o account as shall be necessary and appropriate to
the conduct of the corporate business.
Documents kept at registered office: The Board shall cause to be kept
at the registered office of this corporation originals or copies of:
of all proceedings of the Board and Committees;
financial statements of the corporation; and
of Incorporation and Bylaws of this corporation and all amendments and
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.
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
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
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.