Articles of Incorporation

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



Article I. NAME

The name of this organization shall be the Bryn Mawr Neighborhood Association, Inc. (“BMNA”).



A. The purpose of the BMNA shall be:

  1. To strengthen our community.
  2. To improve the quality of life in our community.
  3. To foster good personal relationships in our community.
  4. To 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 members of the BMNA.
  5. Provide governmental agencies with an organization from which they can obtain community information and reaction to their proposals, plans and policies.



The territorial boundaries of the BMNA (“Neighborhood Boundaries”) shall be the following:

East: Lyndale Avenue

North: From the WEST Minneapolis City Boundary east along the centerline of Glenwood Avenue to the centerline of the Canadian Pacific Rail line. South on the Canadian Pacific Rail line until it intersects the centerline of Bassett’s Creek. Then east along the center of Bassett’s Creek until the Creek reaches the northern boundary of parcel 2802924120021. At that point the boundary switches from the creek centerline to the northern boundary of the parcel and follows the parcel line eastward to Lyndale Avenue North.

West: Minneapolis city limits.

South: Cedar Shore Drive.



A. Membership shall be on an annual calendar year basis.

B. Membership in the BMNA shall be available to any person who is at least 16 years of age, and who:

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

C. Associate membership may be granted to persons upon such terms and conditions as shall be determined by the Executive Board.



A. Only members of the BMNA shall be eligible to hold office.

B. The BMNA shall have as its officers a President, Vice President, Secretary, and Treasurer.

C. The terms of office shall be two years. The terms shall be staggered, with the President and Secretary elected in the even years and the Vice President and Treasurer elected in the odd years.

D. Election of officers shall take place at the Annual General Membership Meeting upon a majority vote of the members present at such a meeting.

E. Officers shall assume office on the first day of the month next following their election and shall serve until their successors are elected and assume office.

F. The duties of the officers shall be:

  1. The President shall be the chief executive officer of the BMNA and shall preside at all general membership and Executive Board meetings. Each spring the President shall present a report summarizing the activities and accomplishments of the BMNA during the preceding year to the Executive Board and propose to the Executive Board a plan of action for the following year.
  2. The Vice President) shall assist the President and shall assume the duties of the President in the absence of the President. The Vice President shall maintain an up to date membership roster and shall ensure necessary coordination of neighborhood events (social and fundraising).
  3. The Secretary shall be responsible for the minutes of all general membership meetings and of all Executive Board meetings. The Secretary shall maintain a file of all essential reports, and records of the BMNA and maintain files on BMNA adopted policies and positions.
  4. The Treasurer shall be responsible for collection of membership dues and all other receipts of the BMNA, disbursement for all expenditures and the keeping of all financial records. Each year, the Treasurer shall prepare a proposed budget for a given calendar year to be presented at the prior November Board meeting with the final approval of the budget at the December Board meeting. The Treasurer shall report regularly to the BMNA Executive Board on actual financial status in relation to the budget. The Treasurer shall coordinate all required financial reporting and auditing as required by governmental agencies and for maintenance of non-profit status.



A. Neighborhood Representatives shall be elected from the general membership to serve a term of two years. The terms shall be staggered to allow for election of Representatives from Areas 2, 4, and 6 in even numbered years, and from 1, 3, 5, and 7 in the odd numbered years.

B. The Neighborhood Representatives shall reside in and be elected upon the majority vote of members of the BMNA who reside in the following areas:

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.

C. Each Neighborhood Representative shall be elected at the Annual General Membership Meeting upon a majority vote of those members present.

D. The Neighborhood Representatives shall assume office on the first day of the month next following their election and shall serve until their successors are elected an assume office.

E. The duties of the Neighborhood Representatives shall be:

  1. To assist in the annual membership drive.
  2. To identify concerns and problems of the residents of each Area and to bring these to the Executive Board.
  3. To communicate and act as liaison with residents of their Area.
  4. To attend monthly meetings of the Executive Board or to arrange for a substitute representative.
  5. To present their feelings and opinions as members of the Executive Board



A. The BMNA officers, Neighborhood Representatives, and the Neighborhood Priority Plan Coordintor (“NPP Coordinator”) shall comprise the Executive Board. No individual may hold more than one position on the Executive Board. Any position of the Executive Board may be shared by more than one person up to a limit of four people for any given position. The Executive Board shall meet on a regular monthly basis and shall hold such special meetings as may be called by the President. A quorum for all meetings shall be one-third of all positions on the Executive Board.

At times issues requiring action by the Executive Board may arise between the regularly scheduled meetings. In that event, e-voting conducted by e-mail is allowed with a minimum affirmative vote of fifty-percent- plus-one of all positions of the Executive Board required to authorize Executive Board action. Any action taken through this method shall be summarized at the next scheduled BMNA meeting and included in the published minutes. (A telephone call shall substitute for e-mail in the event that an Executive Board member does not have access to e-mail.)

B. The Executive Board shall have the authority to organize any special or standing committees as the needs of the BMNA may dictate. The Executive Board shall have responsibility for delegating work to and coordinating work of all special and standing committees.

C. The Executive Board shall have the authority to appoint and nominate 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 Executive Board. The Executive Board shall, in its sole discretion, have the authority to remove such individuals from the positions to which they were appointed.

D. If any Officer or Neighborhood Representative resigns, becomes ineligible for membership during his or her term of office, or is removed by the Executive Board for good cause after having been notified of such cause and having been given an opportunity to respond thereto at a regular meeting of the Executive Board, the Executive Board shall be authorized to elect a successor at its next or any succeeding meeting, by a majority vote of the positions of the Executive Board present at such meeting, or the Executive Board may call a special general membership meeting for the election of a successor.

E. A Nominating Committee of at least three members shall be appointed by the Executive Board at its January meeting.



A. Each position of the Executive Board will have one vote on each matter before the Executive Board.

B. For any position represented by more than one person, proportional voting will be in effect if there is more than one person in attendance from that position at the time of the vote. Each person in attendance from that position will have an equal fractional vote so that the total fractional votes for that position equal to one.



The Nominating Committee shall be responsible for:

  1. Preparing a slate with one or more candidates for each office and Neighborhood Representative position (nominations for all offices and Neighborhood Representative positions may be made by any member at the Annual General Membership Meeting);
  2. Distribute this slate of candidates to all members at least seven days prior to the Annual General Membership Meeting.
  3. Preparing ballots; and
  4. Conducting the election of the officers and Neighborhood Representatives.


A. The Annual General Membership shall be held during April or May of each year. Additional general membership meetings shall be held when deemed necessary by the Executive Board.

B. Public Notice of each general membership meeting shall be given prior to the meeting by publishing such notice in the BMNA’s newsletter.

C. All meetings of the BMNA, the Executive Board, and any special or standing committee of the BMNA shall be open to any person wishing to attend.

D. Only members as defined in Article IV (B) shall be entitled to vote at any BMNA meeting.

E. Absentee ballots shall be made available by Area Representatives in the week preceding elections to members of the BMNA. Attendance at the meeting invalidates the absentee ballot.



The amount to be suggested for household annual contributions to BMNA shall be established by the Executive Board.



A. The BMNA shall publish an official newsletter, which shall be distributed to all the residents in the neighborhood. The policies of the publication shall be consistent with those of the BMNA.

B. The Executive Board shall have the authority, in its sole discretion, to appoint and remove an Editor of the BMNA’s newsletter. The Editor shall be responsible for producing and editing the newsletter.



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



These by-laws may be amended in the following manner:

A. The Executive Board upon the affirmative vote of two-thirds of the members thereof may propose an amendment to the by-laws by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the members; or any five members may set forth a proposed amendment by petition by them subscribed, which petition shall be filed with the Secretary of the BMNA.

B. Written notice of the meeting of the members, stating the purpose including the proposed amendment shall be given to each member entitled to vote on the proposed amendment and to each Executive Board member at least five days prior to the vote.

C. If notice required by this clause has been given, the proposed amendment may be adopted at any meeting of members upon a majority vote of the members present at such meeting.


Incorporated May 4, 1976

Amended 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