Review the DRAFT by-laws below. Compare with the current by-laws in the “By-Laws” section of the “About WCNO” dropdown menu of the website. We are working on sharing an annotated version (with all the recommended changes) in another digital format, and will have print copies available of both old and new by-laws available in the office and around the community soon!
Webber Camden Neighborhood Organization
DRAFT By-Laws 2020
(First drafted in 1993. Amended in 1994, 1995, 1997, 2002, 2007, and 2011.
Article I: NAME
The name of this organization shall be the Webber-Camden Neighborhood Organization (WCNO).
Article II: PURPOSE
The purpose of the Webber-Camden Neighborhood Organization shall be to protect and promote neighborhood interests and the health, safety, and general welfare of all residents of the Webber-Camden Neighborhood in a non-partisan, educational, and cooperative manner. The WCNO will implement this purpose through decisions by the Board of Directors for the organization and in collaboration with others.
Article III: GEOGRAPHIC AREA
The geographic area of Webber-Camden Neighborhood (hereafter referred to as “Webber-Camden “) as defined by the Minneapolis Communities and Neighborhoods map approved by the Minneapolis City Council shall be: North Dowling Avenue on the south, the CP railroad or 46th Avenue North, the Mississippi River on the east and Penn/West Newton Avenues North on the west.
Article IV: FISCAL YEAR
The fiscal year is from January 1 to December 31.
Article V: MEMBERSHIP
Section 1. Eligibility
A person may become a member of the WCNO if they are at least eighteen years of age and meet any of the following qualifications:
a. They reside (own or rent) in Webber-Camden.
b. They own property in Webber-Camden.
c. They own or operate a business or organization in the Webber-Camden.
Section 2. General Powers
Members have the power and responsibility to:
a. Elect Board members at the annual meeting
b. Vote upon general business of the organization at membership meetings
c. Amend the bylaws as needed
Section 3. Membership Status
A person who meets the eligibility qualifications may become a member of WCNO by requesting membership in writing or by signing in at any meeting. A member may resign by submitting a written notification of resignation to the secretary. Membership terminates when a member ceases to be eligible for membership. Membership is not transferable or assignable.
Section 4. Membership Lists
The organization shall maintain a membership list of current members.
Article VI: MEMBERSHIP MEETINGS
Section 1. Annual Meeting
There shall be one annual meeting of the Membership during each calendar year, during the month of November. At such time, reports of the activities of the organization shall be presented to the members, Board members shall be elected, and other membership business transacted.
Section 2. General Meetings
General membership meetings, including the annual meeting, shall be held at least quarterly and may be held at a date and place determined by the Board.
Section 3. Special Meetings
Special business meetings of the membership may be called by the chairperson, or two-thirds (2/3) of current Board members, or by 25 members of the organization. Special meetings will be limited to the issue(s) for which the meeting was called.
Section 4. Open Meetings
All membership meetings shall be open to the public.
Section 5. Location Meetings will be held at a public and accessible place in the Webber- Camden neighborhood or the next closest available option.
Section 6. Notice
Notice of general membership meetings shall include the date, time, location and agenda and be posted publicly at least fourteen (14) days before the meeting and at least 24 hours before a special meeting.
Section 7. Quorum
A quorum for the transaction of business at a membership meeting shall consist of more than one-half (1/2) of current Board members.
Section 8. Voting
Passage of a motion or resolution at a membership meeting shall require the affirmative vote of more than half of the eligible voting members present, unless otherwise required by law or stated in these bylaws.
Article VII: BOARD OF DIRECTORS
Section 1. General Powers
The business and property of the organization shall be managed and controlled by its Board. The Board members may exercise all such powers and do all such things as may be exercised or done by the organization, subject to the provisions of the articles of incorporation, applicable laws and these bylaws.
Section 2. Number
The Board shall consist of not less than six (6) members and not more than eleven (11) members.
Section 3. Qualification
All Board members must meet the eligibility requirements of membership to the organization. Only two non-resident members may serve on the Board at one time. Paid staff may not serve on the Board. No two board members can be related, share a dwelling, or run a business together.
Section 4. Elections
Board members shall be elected at the annual meeting, unless appointed to fill a vacancy, by a vote of members present.
a. Notice of the annual meeting and elections must be posted 25 days in advance of the meeting
b. Nominations for Board membership may be made before or at the annual meeting by the candidate or by another member.
c. Eligible nominees do need to be physically present at the annual meeting to be elected.
d. Board seats up for election at an annual meeting will be filled by a vote of members present:
- i. Members will receive one (1) ballot to vote for their top candidates (up to the stated number of seats up for election)
- ii. The first seat shall be filled by the candidate receiving the largest number of votes.
- iii. The second and remaining seats shall be filled by the candidates receiving the next highest number of votes.
- iv. Ties shall be broken using a coin toss by a non-candidate.
Section 5. Terms
Board terms are two (2) years.
Section 6. Term Limits
An individual may not serve more than three (3) full terms as a Board member, after which they shall be ineligible for Board membership for a twelve (12) month period. Board members who are appointed to fill a vacancy in the first year of a term are eligible to serve an additional two (2) terms if elected. Board members who are appointed to fill a vacancy in the second year of a term are eligible to serve an additional three (3) terms if elected.
Section 7. Vacancies
Any vacancies that occur either between annual meetings, or at the annual meeting because of the lack of a candidate for a position, shall be temporarily filled by appointment with the approval of two-third (2/3) of the Board until the next quarterly membership meeting when the vacancy will be duly elected following the normal voting procedures stated in these bylaws.
Section 8. Resignation of a Board Member
A Board member may resign at any time by giving written notice to the organization. The resignation shall take effect when it is delivered, unless the written notice states otherwise.
Section 9. Removal of a Board Member
Any Board member may be removed from the Board of Directors:
a. With cause, by a two-thirds vote of seated Board members. Such a vote shall occur at a regular meeting, or a special meeting called for that purpose.
- i. The Board member facing removal must be given a written notice as to the rationale for the removal at least seven (7) days prior to the removal vote.
- ii. A reasonable attempt must be made to schedule the meeting at a time when the Board member in question can be present if they desire. The Board member facing removal will be allowed to respond verbally or in writing before or at the removal meeting.
b. After two consecutive absences, a Board member will receive written notification stating that the Board will review their status and may take action to remove them from the Board if they have 3 consecutive absences.
c. If a Board member ceases to be eligible as defined in Article V, this shall cause the automatic and immediate removal of the Board member who is no longer qualified.
Section 10. Compensation
Board members shall receive no compensation for their services as Board members.
Article VIII: BOARD MEETINGS
Section 1. Regular Board Meetings
The Board shall hold at least nine (9) regular meetings per year.
Section 2. Special Board Meetings
Special board meetings may be called by the chairperson or by more than half of current Board members. Special meetings will be limited to the issue(s) for which the meeting was called.
Section 3. Open Meetings
All Board meetings shall be open to the public to observe the business of the Board in accordance with the purpose of the organization and applicable laws, except in those circumstances where the chairperson designates a closed executive session.
Section 4. Participation
Only current Board members may participate in discussion and decisions during Board meetings, unless the chairperson otherwise allows.
Section 5. Location
Meetings will be held in the Webber-Camden neighborhood or next closest available option at times and places determined by the Board.
Section 6. Notice
Notice of Board meetings shall include date, time, and location and be posted publicly at least fourteen (14) days in advance of the Board meeting and at least 24 hours for a special meeting. The board agenda should be posted publicly after it is set by the executive committee.
Section 7. Board Meeting Materials
The Board shall receive timely distribution of Board meeting materials.
Section 8. Remote Communication for Board Meetings
A Board member may participate in a Board meeting by means of a conference telephone or by another means of remote communication through which that Board member and all other Board members present at the meeting may communicate with each other during the meeting.
Section 9. Quorum
A quorum for the transaction of board business shall consist of more than half of current Board members. Participation in a meeting by remote communication constitutes presence at a meeting.
Section 10. Voting
Voting shall be conducted as follows:
a. Only Board members present at the Board meeting shall be allowed to vote.
b. Passage of a motion or resolution shall require an affirmative vote of more than half of the Board members present at the meeting, unless otherwise required by law or these bylaws.
c. Voting between Board meetings by electronic means is permissible and motions shall be called by the chair or secretary. Any action taken without a meeting must be reported publicly within 14 days of the action and be recorded in the minutes at the next meeting, including copies of the responses.
d. Closed Executive Session – The board may hold closed executive sessions when discussing personnel, staffing, real estate, or legal disputes. The chairperson will announce the closed session and the item to be discussed. During this closed executive session, the Board or standing committee meeting shall be closed to participants not elected to the Board, except for invited advisors. At the conclusion of the discussion, any action or vote shall be made in an open meeting and will be recorded in the meeting minutes. Board members may state the reason why a meeting was closed and the result of the action or vote, but may otherwise make no disclosure with regard to these confidential items or topics except as authorized by the chairperson.
Article IX: OFFICERS
Section 1. Officers of The Board
The officers of the Board shall consist of the chairperson, the vice-chairperson, the secretary and the treasurer.
Section 2. Limitations
Limitations for the officers include:
a. No officer shall in any way bind the organization to do or not to do any certain things unless expressly authorized by the Board to do so; and no such action shall in any way be recognized by the organization unless expressly approved by the Board.
b. No person shall hold more than one office at a time.
c. Qualifications – The officers shall be elected from among Board members.
d. Selection –
- i. All officers shall be elected by the Board at the first Board meeting following the annual meeting.
- ii. The elections of officers shall be presided over by a “President Pro- Tem,” selected by the newly seated Board from their members and who is not seeking election as an officer, as its first item of business. The President Pro-Tem shall yield the chair to the newly elected chairperson at the completion of the election.
e. Term of Office – Officers shall serve for one-year terms or until their resignation or removal from office.
f. Removal and Vacancies – Any officer may be removed from office at any time by the affirmative vote of two-thirds (2/3) of the Board members present in accordance with the bylaws procedure for the removal of a general board member. If there is a vacancy, it shall be filled for the remaining term with a vote by the Board at a regular meeting or at a meeting especially called for that purpose.
g. Duties –
- i. Except as provided in these bylaws, the Board shall establish the powers and duties of all officers.
- ii. Chairperson – The chairperson shall have the power of general management of the business of the organization. S/He shall preside or delegate such authority at all meetings of the Board or membership. S/He shall be the chief executive officer of the organization and shall see that all orders and resolutions of the Board are carried into effect. S/He shall be considered “president” of the organization for the sole purpose of carrying out the duties of signatory agent and may execute documents on behalf of the organization under that title. The chairperson shall be entitled to vote on all matters before the Board in the same manner as any other member of that body. S/He shall be a member ex-officio of all committees. In general, the chairperson shall perform all duties usually incident to that office and such other duties as the Board may prescribe.
- iii. Vice-Chairperson – The vice-chairperson shall have such powers and perform such duties as may be specified in these bylaws prescribed by the Board or by the chairperson. In the event of an absence of the chairperson during a meeting of the Board or membership, the vice-chairperson shall assume the power and duties. In the event of a vacancy in the chairperson, the vice- chairperson shall assume the power and duties described, until a new chairperson has been elected
- iv. Secretary – The secretary shall be responsible for the recording of attendance and of all proceedings of the meetings in written minutes. S/He shall sign and execute such documents as may be necessary to the transaction of business by the organization. S/He shall send meeting notices, distribute minutes and agendas to each Board member, and assure that corporate records are maintained and shall perform such other duties as the organization may prescribe.
- v. Treasurer – The treasurer shall keep accurate accounts of all monies of the organization received or disbursed in accordance with generally accepted accounting practices, applicable laws and with the financial policies established by the Board. The Treasurer shall, whenever required, provide to the organization an account of the financial condition of the organization and shall perform such other duties as the organization may prescribe.
Article X: COMMITTEES
Section 1. Establishment of Committees
The Board may establish committees and delegate such powers and responsibilities as it deems appropriate. The Board will identify the major purposes and tasks; approve a written charter that establishes membership, participation; and duration of the committee; appoint a member of the Board to act as liaison between the committee and the Board; and appoint a chairperson to lead the committee.
Section 2. Authority
All actions taken by a committee or task force shall be forwarded to the Board and the Board shall have the right to alter, accept or reject these actions. The Board may from time to time delegate to a committee the authority to act on behalf of the organization. A committee or task force may not financially obligate the organization in any way without approval through formal action by the Board.
Section 3. Dissolution
Committees and task forces may be dissolved by the Board at any time.
Section 4. Voting and Participation
The committee charter will determine who can serve on a committee (board, members, and/or non-members) and who can vote on committee actions.
Section 5. Remote Communication for Committee Meetings
A member may participate in a committee meeting by means of a conference telephone or by another means of remote communication through which that committee member and all other committee members present at the meeting may communicate with each other during the meeting.
Section 6. Quorum
A quorum shall consist of at least three (3) members. Participation in a meeting by remote communication constitutes presence at a meeting.
Section 7. Finance Committee
The Treasurer is the chair of the Finance Committee, which includes two other Board Members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan and annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board and the public by request.
Article XI: AMENDMENTS
Amendments to these bylaws may be adopted by the general membership of the Organization at any meeting for which at least twenty-five days prior notice shall be given. The notice shall include the content of the proposed bylaw change. A 2/3 majority of the members present and voting is needed for any amendment to pass. Notwithstanding the provisions cited above, these bylaws are not subject to change or amendment at any time by the general membership or Directors of the Organization board.
Article XII: COMPLAINTS
The Board shall establish written complaint, grievance and whistleblower policies to address the handling of any complaints against the WCNO or any of its activities.
Article XIII: LIABILITIES
No officer or member of the Board shall in any way be personally liable or responsible for any debt or obligation imposed or incurred by, or on behalf of, the Organization.
Article XIV: CONFLICT OF INTEREST
The Board shall establish a written conflict of interest policy to apply to all Board members, staff and contractors.
Article XV: INDEMNIFICATION
To the fullest extent permitted by Minnesota law, the WCNO shall indemnify and hold harmless every party serving in a capacity for the WCNO for any and all costs incurred in connection with the defense of any action, suit, or proceeding in which he or she may be made a party or a witness by reason of their official capacity with the organization. The WCNO shall purchase and maintain insurance sufficient to cover such costs.
ARTICLE XVI: NON-DISCRIMINATION POLICY
The WCNO will not tolerate or support discrimination of any kind. The WCNO will not discriminate against any person because of race, color, creed, religion, ancestry, nation origin, sex, sexual orientation, gender identity, disability, age, marital status, familial status, or status with regard to public assistance.
