BY-LAWS

OF

THE HERITAGE FOUNDATION OF THE EAST GRAND FORKS AREA, INC.

 

ARTICLE I.

 

OFFICES

The office of the corporation and the Board of Directors shall be located at the East Grand Forks Heritage Foundation, 219 20th Street NE, East Grand Forks, Minnesota, 56721, until changed by action of the Board.

ARTICLE II.

 

OBJECTS

The objects of this corporation shall be to preserve the history and the heritage of the City of East Grand Forks, State of Minnesota, and the surrounding region; to discover, purchase, commission, or otherwise procure and to publish and otherwise preserve writings, newspapers, journals, and the like, which reflect the history and heritage of the region; to discover, procure and preserve physical objects that may reflect the history and heritage of the region; to discover, procure and preserve houses, buildings, and other structures that may reflect the history of the region; to acquire, hold, own, operate and manage property, real and personal, necessary or advisable for the purposes herein expressed; to sell property, real or personal, necessary or advisable for the purposes herein expressed; to accept gifts and bequests of property, real or personal, necessary or advisable for the purposes herein expressed; to hold regular meetings and other activities for the recreation, education and instruction of the members of the corporation and the general public; to otherwise advance the knowledge and appreciation of the history and the heritage of the region among the members of the corporation and the general public.

 

ARTICLE III.

 

MEMBERS

SECTION 1. MEMBERSHIP. Membership to the corporation shall be effective upon payment of dues. The Board of Directors shall by virtue of resolution determine forms or types of membership in said corporation and set the membership dues for the various forms of membership.

 

SECTION 2. VOTING RIGHTS. All members of the corporation in good standing shall be entitled to one (1) vote on each matter submitted to vote of the members.

 

SECTION 3. TERMINATION OF MEBERSHIP. The Board of Directors by affirmative vote of two-thirds of all members of the Board, may suspend or expel a member for cause after an appropriate hearing or by a majority vote by those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership or suspend or expel any member who shall be in default in the payment of dues for the period affixed by Article XII of these By-Laws

 

SECTION 4. RESIGNATION. Any member may resign by filing a written resignation with the Secretary-Treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

 

SECTION 5. REINSTATEMENT. Upon written request signed by a former member and filed with the Secretary-Treasurer, the Board of Directors, by the affirmative vote of two-thirds of the members of the Board, may reinstate such former member to membership upon such terms the Board of Directors may deem appropriate.

SECTION 6. TRANSFER OF MEMBERSHIP. Membership in this corporation is not transferable or assignable unless approved by the Board of Directors.


 

ARTICLE IV.

 

MEETING OF MEMBERS

SECTION 1. ANNUAL MEETING. An annual meeting of the members shall be held in the City of East Grand Forks, County of Polk, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. The meeting shall be held on a date set by the board that would be feasible for obtaining the largest attendance at the annual meeting. If the election of the Board of Directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the membership as soon thereafter as conveniently possible.

 

SECTION 2. PLACE OF MEETING. The Board of Directors may designate any meeting place either within or out of the State of Minnesota as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of the meeting shall be the registered office of the corporation in the State of Minnesota, but if all the members shall meet at any time and place, either within or out of the State of Minnesota, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 3. NOTICE OF MEMBERSHIP MEETING. Written or printed notice, state the place, day and hour of any meeting of the members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than three (3) or more than twenty (20) days before the date of such meeting.

SECTION 4. INFORMAL ACTION BY MEMBERS. Any action required by law to be taken at a meeting of the members, or any action which may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.

SECTION 5. QUORUM. Seven (7) corporate members at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

SECTION 6. PROXIES. At any meeting of the members, a member entitled to vote, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

SECTION 7. VOTING BY MAIL. Where directors or officers are to be elected by members of the corporation, such election may be conducted by mail in such manner as the Board of Directors shall determine.

 

ARTICLE V.

 

BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The affairs of this corporation shall be managed by its Board of Directors. Directors must be members of the corporation.

SECTION 2. NUMBER. There shall be nine (9) directors of this corporation. The members of the Board shall, upon election immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.

SECTION 3. ELECTION OF DIRECTORS AND TERM. At the annual meeting of the corporation, three (3) directors shall be elected for a term of three (3) years. No director shall serve more than two (2) consecutive terms. Any director who has served two (2) consecutive terms can be neither elected nor appointed to any vacancy on the Board of Directors for a period of one (1) year.

SECTION 4. REGULAR DIRECTORS MEETINGS. A regular meeting of the Board of Direction shall be held without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of the members. The Board of Directors shall provide a resolution, the time and place either within or without the State of Minnesota for holding of additional regular meetings of the Board without other notice than such resolution.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. Such meetings shall be held at the registered office of the corporation in the State of Minnesota or any other place within or without the State of Minnesota as the members of the Board shall agree.

SECTION 6. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least three (3) days previously thereof by written notice delivered personally or sent by mail or telegram to each director, at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice may also be given by telephone, providing such notice is given at least three (3) days prior to the meeting of the Board of Directors. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

SECTION 8. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

SECTION 9. ABSENCE. Should any member of the Board of Directors be absent himself unreasonably from three (3) consecutive meetings of the Board without sending a communication to the President or the Secretary-Treasurer stating his reasons for so doing, and if his excuse should not be accepted by the members of the Board, his seat on the Board shall be declared vacant, and the Board of Directors may forthwith proceed to fill the vacancy.

SECTION 10. VACANCIES. Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by majority vote by ballot of the remaining members of the Board at a special meeting which shall be called for that purpose. The election shall be held within sixty (60) days after the occurrence of the vacancy. The director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

SECTION 11. COMPENSATION. Directors, as such, shall not receive any stated compensation or any stated salary for their services, however, they may receive reimbursement for expenses providing the Board of Directors approve the same.


 

ARTICLE VI.

OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be a President, a Vice-President and a Secretary-Treasurer. No person shall hold more than one office at any time.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the directors after the regular annual meeting of the membership. If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

SECTION 3. REMOVAL. Any officer elected or appointed by the Board of Directors shall be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officers so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal disqualification's, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The president shall be the principle executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary - Treasurer or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws, or by statutes to some other office or agent of the corporation; and in general he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. VICE PRESIDENT. In the absence of the President or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President and when in so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.

SECTION 7. TREASURER. If required by the Board of Directors, the Treasurer, shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of Directors may determine. He shall have charge and custody of and be responsible for all the funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws.

SECTION 8. SECRETARY. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notice is duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member; and in general, perform all the duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.


 

ARTICLE VII.

 

COMMITTEES

SECTION 1. COMMITTIES. The Board of Directors may, by resolution adopted by a majority of the directors in office, designate one or more committees to be formed as the Board deems necessary.

SECTION 2. NUMBER. Such committee shall consist of that number of persons that the Board deems appropriate for such committee. Both members and non-members are eligible to serve on such committee. The powers and duties of a committee shall be set out by the resolution creating such committee. Such committee may be formed by the Board of Directors for any purpose deemed appropriate by the Board of Directors.

SECTION 3. VACANCIES. Vacancies in the membership of any committee may be filled by appointment made by the Board of Directors.

SECTION 4. QUORUM. Unless otherwise provided by the resolution of the Board of Directors creating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

ARTICLE VIII.

 

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION 1. CONTRACTS. The Board of Directors may authorized any officer or officers, agent or agents, of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors, such instruments shall be signed by the Treasurer and counter signed by the President or the Vice President of the corporation.

SECTION 3. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4. GIFTS. The Board of Directors may accept on behalf of the corporation any contributions, gifts, bequests, or devises for the general purpose or for any special purposes of the corporation.

SECTION 5. PRIVATE ITEMS. Articles stored at the Foundation accessible to starting a fire must be insured by the owner.

ARTICLE IX.

 

CERTIFICATES OF MEMBERSHIP

The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in any form as may be determined by the Board. Said certificates shall be signed by an officer of the Board.

ARTICLE X.

 

BOOKS AND RECORDS

The corporation shall keep correct and complete records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any authority of the Board of Directors, and shall keep at the registered or principle office a record giving the names and addresses of the members entitled to vote. The books and records of the corporation shall be audited on an annual basis. The Board of Directors shall determine the person or persons who shall conduct such audit. All books and records of the association may be inspected by any member or his agent or attorney for any proper purposes at any reasonable time.


 

ARTICLE XI.

 

DUES

SECTION 1. MEMBERSHIP DUES. The directors may determine from time to time the amount of initiation fees, if any, and dues payable to the corporation by its members.

SECTION 2. PAYMENT OF DUES. Dues shall be payable in advance on the first day of January of each fiscal year or such other time as the directors may determine.

SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When a member of the corporation shall be in default in the payment of dues for a period of two (2) months form the beginning of the fiscal year or thereupon be terminated by the Board of Directors in the manner provided in Article III of these By-Laws.

ARTICLE XII.

 

GENDER

It is understood that wherever in these By-Laws a masculine pronoun is used; such pronoun includes the like feminine pronoun.

ARTICLE XIII.

 

NONDISCRMINATION

There shall be no limitation on any person’s ability to be a member of this Corporation or to serve as a committee person, officer, or director of this Corporation, on the basis of their sex, religion, creed, race or national origin.

ARTICLE XIV.

 

WAIVER OF NOTICE

Whenever any notice is required to be given under the laws of the State of Minnesota or under the provisions of the Articles of Incorporation or by the By - Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV.

 

AMENDMENTS TO BY-LAWS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the majority of the Board of Directors present at any regular meeting or at any special meeting where at least three (3) days written notice has been given of the intention to alter, amend or repeal or to adopt new By-Laws at such meeting. Such authority in the Board of Directors is subject to the powers of the members of the corporation present and represented at any annual meeting or at any meeting called for that purpose.


 

 

Revised and approve by the membership on October 15th, 2007 at the annual meeting.

 

 

Board

President
Terri Hammarback

 

Vice President
A.C. Gaber

 

Secretary
Julie Jenson