BIWABIK AREA CIVIC ASSOCIATION

BYLAWS

ARTICLE I: GENERAL

SECTION 1. NAME:

This organization is incorporated under the laws of the

State of Minnesota and shall be known as the Biwabik Area

Civic Association, hereafter referred to as the Association.

SECTION 2. OBJECT:

This Association is organized for the purpose of advancing the welfare of the Biwabik area, to support all those activities believed to be beneficial to the community and area, and to oppose those activities which might be detrimental.

SECTION 3. LIMITATION OF METHODS:

The Association shall be nonprofit, nonpartisan, nonsectarian, and nonpolitical and shall not discriminate.

ARTICLE II: MEMBERSHIP

SECTION 1. ELIGIBILITY:

Any reputable business firm, individual, association corporation, partnership, or estate having an interest in the above objective shall be eligible for membership. A member's spouse shall be considered a member.

SECTION 2. DUES:

Membership dues shall be set at such rates as may be prescribed by the Board of Directors, payable annually in advance.

SECTION 3. TERMINATION:

Any member may be expelled by a majority vote of the Board of Directors at a regularly scheduled meeting thereof for conduct unbecoming a member or prejudicial to the aims or repute of the Association, after notice and opportunity for a hearing are afforded the member complained against.

SECTION 4. VOTING RESTRICTION OF MEMBERS:

No voting by proxy shall be permitted.

ARTICLE III : MEETINGS

SECTION 1. ANNUAL MEETING:

The annual meeting and election of officers and Board of Directors shall be held on the first Thursday of September of each year or at such time and place as determined by the Board of Directors and notice thereof published in the official newspaper at least six days before the meeting.

SECTION 2. ADDITIONAL MEETINGS:

A special meeting of the Association may be called by the President at any time, or upon request of any five (5) members in good standing. Notice of special meetings shall be posted or published in the official newspaper at least one (1) day prior to such meetings. Board meetings may be called by the President or by request of three (3) members of the Board. Notice (including purpose of the meeting) shall be given to each Director at least one (1) day prior to said meeting. Committee meeting may be cal led at any time by the President, Vice—President, or it’s Chairman.

SECTION 3. QUORUMS:

At any duly called meeting of the Association, ten (10) members shall constitute a quorum. Five (5) Directors shall constitute a quorum of the Board of Directors. At committee meetings, a majority shall constitute a quorum.

ARTICLE IV: BOARD OF DIRECTORS

SECTION 1. COMPOSITION OF THE BOARD:

The Board of Directors shall be composed of nine (9) members including all elected officers.

SECTION 2. SELECTION OF DIRECTORS:

At the July meeting, the President shall designate five (5) members in good standing as members of a Nominating Committee. The President shall be designated as Chairman. The purpose of this committee shall be to propose a slate of officers to be presented at the first meeting in August. Further nominations may then be made from the floor or by members at large.

SECTION 3. CANDIDATES:

At the August meeting, the President shall present a slate of candidates to replace the directors whose regular terms are expiring, confirming the fact that personal contact has been made with each candidate and they are willing to accept the directorship responsibility.

SECTION 4. NOMINATION AND TERMS:

Further nominations may be made from the floor at the time of election, which will be held at the September meeting. All elected officers will serve a term of one (1) year.

SECTION 5. ELECTION COMMITTEE:

The President shall appoint adequate tellers so that all votes are properly tallied and shall declare the results of said election.

SECTION 6. VACANCIES:

Vacancies of the Board of Directors or among the officers shall be filled by the Board by majority vote. If any member of the Board shall fail to attend three (3) consecutive meetings, the President shall, in writing, call such failure to his/hers attention, and if a satisfactory excuse is not received within thirty (30) days, that individual shall cease to be a member of the Board. The vacancy thus created shall be filled as provided above.

ARTICLE V: OFFICERS

SECTION 1. DUTIES OF THE OFFICERS:

1. PRESIDENT: The President shall be head of the Association and shall preside at all meetings of the membership of the Board of Directors and General meetings. With the approval of the Board, he/she and one other officer shall sign all deeds, contracts and other instruments affecting the operation of the Association or any of its properties.
2. VICE-PRESIDENT: The Vice—president shall serve as first voluntary assistant to the President of the Association, performing the duties of the President in the absence of that officer.
3. TREASURER: The Treasurer shall serve as treasurer of the Association and co—sign all checks as authorized. He/she shall be the custodian of all funds of the Association and shall present a monthly financial report to the Board of Directors and shall provide an annual financial report to the members of the Association at the annual meeting (after an audit by a committee appointed by the President in July).

1. RECORDING SECRETARY: It shall be the duty of the Recording Secretary to keep charge of all meeting Minutes and other papers deemed necessary far the operation of the Association, including, but not limited to: Treasurer's reports, committee reports, membership lists, and committee lists.
2. CORRESPONDING SECRETARY: It shall be the duty of the Corresponding Secretary to write all general correspondence of the Association (or make phone calls as directed).

ARTICLE VI: COMMITTEES

SECTION 1. APPOINTMENT AND AUTHORITY:

The President shall appoint and accept by volunteer all committees. No committee shall take or make any formal action, or make public any resolution, or in any way commit the Association on a question of policy without first receiving approval of the Board Of Directors. Special committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board, it is wise to discontinue the committee.

SECTION 2. NUMBER OF COMMITTEES:

The Association shall have as many committees as necessary to provide information and action to the Board and membership.

SECTION 3. SUBORDINATION:

Committees shall be under the jurisdiction of the Board of Directors. It is the responsibility of each committee to provide input at meetings and to provide the Recording Secretary with monthly written reports. Committees shall elect their own Chairperson and/or Co—chairpersons.

ARTICLE VII: FINANCES

SECTION 1. FUNDS:

All money paid to the Association shall be deposited in a General Fund in the designated depository, except for those funds raised for a specific purpose. These special purpose funds shall be maintained in ledgers by the Treasurer and the balances shown on the monthly Treasurer's Report. These funds shall be carried over to the next identical event, or shall be deposited in the General Fund if the event is dropped.

SECTION 2. DISBURSEMENTS:

No obligation or expense shall be incurred and no money shall be appropriated without prior approval of the Board of Directors. The President and the Treasurer are authorized to make disbursements on accounts and expenses provided for in the budget with approval of the Board. The Board may authorize Special Purpose Committees (such as the 4th of July) to expend such funds as budgeted to carry out their function. Disbursement shall be made by check. Checks shall normally be signed by the Treasurer and one other officer.

SECTION 3. FISCAL YEAR:

The fiscal year shall close on August 31 of each year.

ARTICLE VIII: RULES, POLICY & PROCEDURE

SECTION 1. AGENDA:

1. Meeting will be called to order by the President.
2. Minutes of the last meeting shall be read to be approved.
3. Treasurer’s Report shall be read to be approved.
4. Communications shall be read and approved to be placed on file.
5. Guest speakers shall be introduced by the President. Any committee member who has invited a guest speaker must introduce him/her to the Chairman before the meeting and arrange to have the speaker on the agenda.
6. Committee reports shall be given.
7. Old Business.
8. New Business.

SECTION 2. POLICY:

1. All members are required to be recognized by the President before addressing an issue or the committee.

1. The President shall use a gavel to maintain constructive business.
2. The President shall use a gavel when he wishes to address the body.
3. Anytime the gavel is struck, the membership shall wait for a ruling before proceeding.
4. The President has the power to rule “out of order” any inappropriateness.
5. The President will refer members who address lengthily to the correct committee chairperson and ask those members involved to meet after the general meeting and give a brief report at the next meeting.
6. Courtesy and respect will be given to all members and its maintenance is the concern of the President absolutely.
7. All business conducted at a regular or special meeting must be passed by a majority vote of those present.

SECTION 3. PROCEDURE:

1. Discussion will be called on before each motion is acted upon.
2. A formal motion must be made and supported. If there is no support for the motion, it dies.
3. Any further discussion shall be asked for.

1. The President shall call for a vote of those present, either by voice, hand, secret ballot, or any other appropriate means.
2. If there is a tie vote, a motion for further discussion or a motion to table until the next meeting is in order.
3. Resolutions within the framework of the Association may be submitted to the City Council or any other governing organization for consideration.

ARTICLE IX: AMENDMENTS

SECTION 1. APPROVAL:

All proposed amendments to the Bylaws of the Association shall be established by resolution to be read at two (2) consecutive meetings and shall be voted on at the third consecutive meet Ing.

SECTION 2. REVISIONS:

These Bylaws may be amended or altered by a two-thirds vote of members present at any regular meeting of the Association, provided the resolution has been read at the two (2) previous consecutive meetings.