Articles of Incorporation

Articles of Incorporation – Amended and Restated 2007
Articles Amendment 2016-04-22

Bylaws

ARTICLE I. NAME AND DEFINITION
ARTICLE II. PURPOSE
ARTICLE III. MEMBERSHIP 
ARTICLE IV. BOARD OF DIRECTORS
ARTICLE V. OFFICERS
ARTICLE VI. AREA REPRESENTATIVES
ARTICLE VII. COMMITTEES AND DELEGATIONS 
ARTICLE VIII. PARLIAMENTARY AUTHORITY
ARTICLE IX.  AMENDMENT


Article I. NAME AND DEFINITION

The name of this organization shall be the Bryn Mawr Neighborhood Association also designated by the initialism “BMNA”. It serves as the City of Minneapolis officially designated neighborhood association representing and speaking for the neighborhood area defined by the Minneapolis City Council and shown on the official maps created by the Minneapolis Geographical Information Services Department and displayed on the City’s neighborhood maps website.

 

ARTICLE II. PURPOSE

A. Purpose: The purpose of the BMNA shall be to:

1. Strengthen our community.
2. Improve the quality of life in our community.
3. Foster good personal relationships in our community.
4. Open channels for information and communication in our community.

B. The BMNA shall strive to:

1. Actively search out opportunities in our community for improving the quality of life. Then, through research and discussion, arrive at and implement courses of action directed toward the realization of such opportunities.

2. Function as a non-sectarian, non-partisan group to keep the Bryn Mawr community alert and informed on proposals and activities of the various civic, commercial, and governmental bodies which affect the community.

3. Coordinate the activities of the BMNA with other neighborhood organizations and institutions.

4. Represent the feelings and opinions of the residents of the Bryn Mawr neighborhood.

5. Provide governmental agencies with an organization from which they can obtain community information and reaction to their proposals, plans, and policies.

 

ARTICLE III. MEMBERSHIP

A. Eligibility: Membership in the BMNA shall be available to any person who is at least 16 years of age and who satisfies one of the following requirements: 

  1. Resides within the neighborhood boundaries.
  2. Owns property within the neighborhood boundaries.
  3. Owns or manages a business within the neighborhood boundaries.
  4. Is an elected governmental official whose constituency consists of all or some of the persons residing within the neighborhood boundaries.

B. Term: Membership shall be continuous beginning at the time the person registers and continues until withdrawal or ineligibility.

C. Registration: Eligible persons shall indicate their intention to be a member by submitting all requested information according to the procedure specified by the Board of Directors.

D. Meetings:

  1. Annual Meeting: Members shall meet annually at a time and place specified by the Board of Directors. Notice must be sent at least 30 days in advance via US Mail, personal service, or certified electronic communication, or by posting in the official newsletter or on the Association website.
  2. Special Meetings: Special meetings of the members shall be held as called by the Board of Directors or by petition to the Board from 20 members. Notice shall be given at least 10 days in advance via US Mail, personal service, or certified electronic communication, or by posting in the official newsletter or on the Association website.
  3. Quorum: Quorum at a member meeting shall be 20 registered members. Members may register at any time before the convening of the meeting.
  4. Attendance and Voting: Members may provide a signed proxy to another attending member, or cast a specific vote by signed proxy if presented to the Secretary prior to or at the beginning of the meeting.
  5. Open Meetings: All meetings of the members shall be open to any person wishing to attend. The ability to have the floor shall be at the discretion of the chair.

ARTICLE IV. BOARD OF DIRECTORS

A. Powers and Duties: The Board of Directors shall have all the powers and duties necessary and appropriate for the administration of the affairs of the Association, consistent with law, the Articles of Incorporation, and the Bylaws of the Association.

B. Composition: The Board of Directors shall be comprised of two groups

  1.  Officers.
  2.  Area Representatives.

C. Meetings:

  1. Annual meeting: The Annual Meeting shall be held concurrent with the Annual Meeting of members. Notice requirements are the same as those for the Annual Membership meeting.
  2. Regular meetings: The Board shall meet at a time and place as it shall define. Notice shall be given as to the yearly schedule of regular meetings at the beginning of the year, but in no case less than two weeks in advance. Notice may be sent via US Mail, personal service, or certified electronic communication, or by posting in the official newsletter or on the Association website.
  3. Special meetings: The Board may hold special meetings at a time and place as it shall define. Notice shall be given at least 3 days in advance and shall specify the purpose and proposed actions at that meeting. Notice may be sent via US Mail, personal service, or certified electronic communication, or by posting in the official newsletter or on the Association website.
  4. Quorum: A quorum for all meetings shall be one-third of all Directors then in office.
  5. Attendance and Voting: Directors may not attend or vote by proxy.
  6. Open Meetings: All meetings of the Board of Directors shall be open to all Members and also to any person wishing to attend. The ability to have the floor shall be at the discretion of the chair.

D. Action Without a Meeting: If items of lesser consequence needing little or no debate arise between meetings and require Board action, such action normally required to be taken at a Board meeting may be taken by written action signed, or consented to by authenticated electronic communication, 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.

E. Vacancies: If any Officer or Area Representative resigns, becomes ineligible for membership during his or her term of office, or is removed by the Board of Directors for good cause after having been notified of such cause and having been given an opportunity to respond thereto at a regular or special meeting, the Board shall, at its discretion, elect a successor at its next or any succeeding meeting.

ARTICLE V. OFFICERS

A. Positions:  The BMNA shall have as its officers a President, Vice President, Secretary, and Treasurer.

B. Election and Term:  

  1. Officers shall be elected from among the BMNA membership at the Annual Membership Meeting upon a plurality vote of the members present to serve a term of two (2) years.
  2. The terms shall be staggered to allow for the election of the President and Secretary in even years and the Vice President and Treasurer in odd years.
  3. Officers shall assume office at the end of the Annual Meeting at which they were elected and shall serve until their successors are elected and assume office.  

C.  Duties:  The duties of the officers shall be:

  1. The President shall:

a)  Have general active management of the business of the organization.

b)  Act as the official spokesperson of the Association.

c)  Preside at meetings of the Board and of the members.

d)  See that orders and resolutions of the Board are carried into effect.

e)  Sign and deliver in the name of the organization contracts or other instruments pertaining to the business of the organization, except as superseded by law or delegated by the Board to another.

f)  Perform other duties as specified by the Board.

  1. The Vice President shall:

    a)  Assist the President and assume the duties of the President in the absence of the President.

    b)  Ensure necessary coordination of neighborhood events.

  2. The Secretary shall:

    a)  Be responsible for keeping the corporate records and documents including Articles, Bylaws, adopted policies and positions, and minutes of all member, Board, and committee meetings.

    b) Be responsible for recording or delegating the recording of minutes of all member and Board meetings, and for collecting minutes from any committee meetings.

    c) Maintain a current membership roster.

     

  3. The Treasurer shall:

    a)  Manage and oversee all finances and financial policies and procedures.
    b)  Establish or acquire bank accounts, financial instruments, or management tools to manage finances.
    c)  Collect all revenues and donations and place in established depository accounts.
    d)  Disburse all funds.
    e)  Keep and maintain all financial records.
    f)  Prepare and manage the annual budget.
    g) Prepare and submit all governmental taxes and records.
    h) Report to the Board and Members on BMNA finances on a schedule to be determined by the Board.

 

ARTICLE VI. AREA REPRESENTATIVES

A. Positions: The Board shall have Area representatives from each Area within the neighborhood. Each Area may elect up to three (3) representatives.

B. Election and Term:

  1. Area Representatives shall be elected from among the BMNA membership at the Annual Membership Meeting upon a plurality-at-large vote to serve a term of two (2) years.
  2. Representatives must reside in, own property in, or own a business in the area they will represent.
  3. The terms shall be staggered to allow for election of representatives from areas 2, 4, 6 in even numbered years and from 1, 3, 5, 7 in odd numbered years.
  4. Area Representatives shall assume office at the end of the meeting at which they were elected and shall serve until their successors are elected and assume office.

C.  Area Descriptions:

Area 1: The area west of Cedar Lake and south of the B.N. railroad tracks to southern boundary of Cedar Shore Drive.

Area 2: The area south of I-394 and west of Penn Ave., north of Cedar Lake.

Area 3: The area north of I-394, east side of Penn Ave., south of Bassett’s Creek, with Bryn Mawr Meadows on the east.

Area 4: The area on the west side of Penn Ave. and south side of Laurel Ave., east side of Thomas Ave. and north of I-394.

Area 5: The area west side of Penn Ave., south of Bassett’s Creek, east side of Sheridan Ave. and north side of Laurel Ave.

Area 6: The area on the west side of Sheridan Ave., the north side of Laurel, to the west side of Thomas Ave., south to I-394, and on the west by the Park Board property line to Hawthorne, and the north by Upton to Chestnut Ave.

Area 7: The area north of Anwatin school grounds (Hawthorne extension) east of the Park Board property line, south of Glenwood Ave., and west of Upton Ave. and Bassett’s Creek.

D.  The duties of the Area representatives shall be:

  1. Assist in the annual membership drive.
  2. Identify concerns and problems of the residents of each area and to bring these to the Board of Directors.
  3. Communicate and act as liaison with residents of their Area.
  4. Attend and participate in all meetings of the Board of Directors

 

ARTICLE VII. COMMITTEES AND DELEGATIONS

A. Standing Committees: The Board of Directors shall have the authority to organize any standing committees as the needs of the BMNA may dictate. The Board shall have responsibility for delegating work to and coordinating the work of all standing committees. The following standing committees are established in these Bylaws:

  1. Officers Committee: Comprised of the four officers and established for the purpose of discussing issues or planning items in preparation for presentation to the Board of Directors.
  2. Elections Committee: Established for the purpose of recruiting Board candidates and optionally creating a slate of candidates to be placed in nomination for election. This committee shall also prepare any ballots as needed and conduct the election of all Officers and Area Representatives.

B. Ad Hoc Committees: The President shall have the authority to organize any standing committees as the needs of the BMNA may dictate or the Board may direct. The President shall have responsibility for delegating work to and coordinating the work of all Ad Hoc committees.

C. Delegated Individuals: The Board of Directors shall have the authority to appoint, nominate, and remove individuals to perform tasks for the BMNA and to represent the BMNA within and without the neighborhood upon such terms and conditions as shall be determined by the Board.

 

ARTICLE VIII. PARLIAMENTARY AUTHORITY

The Parliamentary Authority for the BMNA shall be Robert’s Rules of Order: Newly Revised.

 

ARTICLE IX. AMENDMENT

These by-laws may be amended by two-thirds affirmative vote of the Directors in office at a duly held regular or special meeting of the Board of Directors. Amendments must be published in the Associations’ official newsletter and sent to each director via US Mail or personal service or certified electronic communication. Publication and transmission must occur at least ten (10) days prior to the meeting at which the amendment is proposed for vote.

 

Certification:

The foregoing Bylaws constitute the true and correct Bylaws of said Association as amended at a meeting of the Membership thereof duly held on May 10, 2017.

Incorporated May 4, 1976

Amendment history:  , May 10, 2017, May 8, 2013,  January 9, 2008, March 8, 2005, May 10, 2000, April 12, 2000, May 13, 1998, December 1996. May 20, 1987, May 18, 1983.