ARTICLE 1 – Name and Purpose
The name of the Corporation is Metro Independent Business Alliance and the purpose for which it is formed is to help the Twin Cities Metro Area maintain its unique community character, provide continuing opportunities for entrepreneurs, build economic strength, and prevent the mass displacement of community-based businesses by national and international chains.
ARTICLE 2 – Membership and Dues
The organization will have members.
2.2 Classes of members
There will be two (2) classes of members: individual and business.
(a) A business member is defined as any business that meets the following criteria:
- Must have their primary place of business in the 7-county Twin Cities Metropolitan Area: Anoka, Ramsey, Hennepin, Washington, Dakota, Scott, and Carver counties, and
- Must be locally owned, at least 51% by individuals residing within a 75-mile radius of the Minnesota State Capitol Building, and
- Must be free to make their own business decisions without the need for approval by owners or affiliates outside the area (this does not bar participation in decisions by minority owners residing outside the area), and
- Must not be a publicly traded corporation, and
- Must be in agreement with the mission and values of the Metro Independent Business Alliance, and
- Must have paid dues.
If the evaluation of any one of criteria one (1) through five (5) is ambiguous for a business seeking membership, the Board of Directors shall be empowered to use the other first four criteria in that range to determine if membership shall be granted.
A business member is represented by the primary owner or a designated representative.
(b) An individual member is defined as any person that meets the following criteria:
- Must not be eligible for business membership, and
- Must reside within a 50-mile radius of the Minnesota State Capitol Building, and
- Must be in agreement with the mission and values of the Metro Independent Business Alliance, and
- Must have paid dues.
2.3 Altering Classes of Members
The Board of Directors may establish additional, or restrict existing, classes of members, but no changes to existing members’ rights shall be effected without such members’ approval.
2.4 Membership Year and Dues
The Board of Directors shall have the right to determine the dues or other payments to be made by the members of this corporation. The membership year for the members of this corporation shall be the same as the calendar year.
2.5 Interest in Property
The members of this corporation shall not, as such, have any right, title or interest in the real or personal property of this corporation.
Any member may resign their membership at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any member who resigns membership shall not be entitled to a refund of any dues or other payments made to this corporation.
ARTICLE 3 – Board of Directors
3.1 General Powers
The business and affairs of the Corporation shall be managed by its Board of Directors.
3.2 Performance of Duties
A director of the corporation shall perform his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interest of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b) and (c) of this Section 5.2, but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties in good faith shall not have any liability by reason of being or having been a director of the Corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are as follows:
(a) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other person as to matters which the director reasonably believes to be within such persons’ professional or expert competence; or
(c) A committee of the board upon which he or she does not serve, duly designated in accordance with the provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
3.3 Number, Tenure and Qualifications
The number of directors of the Corporation shall be not less than seven (7) nor more than fifteen (15), including a minimum of two (2) individual members. The number of directors shall be fixed from time to time by resolution of the Board of Directors. The Board shall always have an odd number of directors.
The terms of office of the directors shall be two (2) years. Elections shall be staggered so as to elect to directorships in any given year that number of directors equal to one-half (1/2) of the total number of directorships then established. Each director shall hold office for the term for which he or she is elected or until his or her successor shall have been elected and qualified. Each director may serve up to four (4) consecutive terms, provided they are re-elected every two (2) years. Directors must be members.
3.4 Election of Directors
The election of directors shall be conducted annually by ballot. All members can vote for directors. Eligibility for directorship is the same as for membership (see Section 2.2). A slate of nominees for director vacancies shall be presented. Business member nominees shall be listed separate from individual member nominees. Nominees in each category shall be elected using the method of single transferable voting.
Nominations for directors shall close January 31. Ballots shall be sent to the membership by February 15. Ballots shall be due March 1. Elected directors shall begin serving their term April 1.
3.5 Annual Meetings
The annual meeting of the Board of Directors shall be held for the purpose of reporting on the state of the organization. The annual meeting shall be held within the first quarter of the calendar year within the 7-county Metropolitan Area.
3.6 Regular Meetings
The regular meeting of the Board of Directors shall be held not less than six times per year, at a time and place determined by resolution by the Board, without other notice than such resolution.
3.7 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. The person(s) calling a special meeting shall fix the time and place for the meeting that shall be held in a location of mutual agreement.
Notice of meetings of the directors, when required, shall specify the time, place and purpose of the meeting and shall be delivered, either personally, by mail, or by e-mail, to all directors. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the director at his or her address as it appears on the records of the Corporation, with postage thereon prepaid. Notice for meetings shall be sent not less than seven (7) and no more than twenty (20) days prior to the meeting. Attendance at the meeting constitutes waver of notice.
A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
3.10 Manner of Acting
The act of a 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 the Articles of Incorporation or these Bylaws.
3.11 Informal Action by Directors
Any action required or permitted to be taken at a meeting of directors or by a committee thereof at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
3.12 Participation by Electronic Means
Any member of the Board of Directors or any committee designated by the Board may participate in a meeting of the Board of Directors or committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can all hear and speak to each other. Such participation shall constitute presence in person at the meeting.
A vacancy on the board may occur if a sitting board member at any time no longer meets the qualification for membership, the size of the board increases, or the director resigns or is removed. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by a majority vote of the board members entitled to vote. A director elected to fill a vacancy shall be elected until March 31.
Any director may be removed at any time for neglect of duty, by a vote of two-thirds (2/3) of the board members entitled to vote.
By resolution adopted by a majority of the Board of Directors, the President may designate two (2) or more members, at least one of whom must be a board member, to constitute a committee which shall have such authority in the management of the corporation as the Board of Directors shall designate and as shall not be proscribed by Minnesota Statute 317A.
ARTICLE 4 – Officers
The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. These officers must be business members. Such other officers and assistant officers as may be deemed necessary may be elected at the discretion of the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Treasurer.
4.2 Election and Term of Office
The initial officers of the Corporation shall be elected by the initial Board of Directors. Thereafter, the officers of the Corporation shall be elected annually by the Board of Directors. Vacancies may be filled or new offices created at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
Any officer or agent elected or appointed by the Board of Directors may be removed by a two-thirds (2/3) vote of 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 person so removed. Election or appointment of an officer or agent shall not, in itself, create any contract rights.
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term of office.
The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when 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 by the President or by the Board of Directors.
The Secretary shall: (a) keep the proceedings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; (d) sign with President or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed and executed; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for money due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and (c) in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors. In the absence of the Vice President, the Treasurer shall preside in the role of the President in the President’s absence.
4.9 Other Offices
The Board of Directors, in its discretion, may establish such other offices as it may deem appropriate from time to time, and may prescribe such duties for such offices as it may deem appropriate in its judgment.
ARTICLE 5 – Donations, Contracts, Loans, Checks and Deposits
The Board of Directors may accept on behalf of the Corporation any donation, contribution, gift, bequest, or device for the general purposes or for any specific purpose of the Corporation.
The Board of Directors may authorize any office or officers, agent or agents, to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the Corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof.
5.4 Checks, Drafts, Etc.
All checks, drafts or other 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.
All funds of the Corporation not otherwise employed 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.
ARTICLE 6 – Director Conflicts of Interest
This corporation shall not enter into any contract or transaction with (a) one or more of its directors, officers, or a member of the immediate family of its director or officer, (b) a director or officer of a related organization, or a member of the immediate family of a director or officer of a related organization, or (c) an organization in or of which the corporation’s director or officer, or member of the immediate family of its director or officer, is a director, officer, legal representative or has a material financial interest; unless the material facts as to the contract or transaction and as to the interest of the director(s) or officer(s) are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the directors (not counting any vote that the interested director or officer might otherwise have, and not counting the interested director or officer in determining the presence of a quorum.) The Board of Directors shall adopt a policy specifying procedures to be followed by the corporation to approve any transactions where a conflict exists. Failure to comply with this Section shall not invalidate any contract or transaction to which this corporation is a party.
ARTICLE 7 – Amendments
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the business membership after thirty (30) days written notice of the proposed changes. The Board of Directors may appoint at any time a committee to recommend proposed changes to the bylaws.
ARTICLE 8 – Indemnification
The Corporation shall indemnify any and all persons who may serve or who served as directors or officers of the Corporation and their respective heirs, administrators, successors and assigns, against any and all expenses and liabilities, including attorneys’ fees, reasonably incurred by or imposed upon him or her in connection with any proceedings to which he or she may be a party or in which he or she may become involved by reason of his or her being or having been a director or the corporation, except in relation to matters in which any such director or officer or former director or officer shall be adjudged in any action, suit or proceeding to be liable for his or her own negligence or misconduct in the performance of his or her duties as a director or officer; provided, however, that in the event of a settlement the indemnification herein shall apply only when in the opinion of independent counsel selected by the Board of Directors or in a manner determined by the Board of Directors, there are not reasonable grounds for such persons to be adjudged liable for negligence or misconduct in the performance of his or her duties as a director or officer. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under these Bylaws, an agreement, a vote of members, or as a matter of law or otherwise. The Corporation shall indemnify its directors and officers to the full extent permitted by Minnesota law.