The Loppet Foundation
BYLAWS (updated at September, 2013 Board Meeting)
ARTICLE I
The principal office of the Loppet Foundation, at which its general business shall be transacted and where its records shall be kept shall be as determined by the Board of Directors from time to time.
Section 1. Membership. The membership of the Loppet Foundation shall be composed of all those individuals, families or businesses who are up to date in their membership fees or who have had their fees waived by the Board of Directors and are otherwise in good standing. The fee structure for membership shall be determined by the Board of Directors.
Section 2. Benefits. Members shall be entitled to receive the Foundation’s periodic newsletter and shall be entitled to vote for members of the Board of Directors.
Section 3. Termination of Membership. The Board may terminate the membership of a member whose activities or conduct are determined by the Board to be contrary to the purposes and objectives of the corporation. The procedure for such termination shall comply with the requirements of the Minnesota Nonprofit Corporation Act.
Section 1. Responsibilities, Number. The property funds, affairs and business of the corporation shall be under the general authority of the Board of Directors (the “Board”), which shall consist of not fewer than seven (7) nor more than sixteen (16) persons. The exact number of directors shall be determined from time to time by resolution adopted by a majority of all the directors.
Section 2. Election, Term. After the initial Board of Directors, directors shall be elected by the membership of the Foundation present at the annual meeting. Each member will be able to vote for as many individuals as there are openings on the Board – first for the three year term positions, next for the two year term positions, and finally for the one year term positions. The top vote-getters in each category shall become board members. Thus, if there are three openings for the three year term positions, the top three vote-getters will become board members. The terms of the directors shall be staggered so that the terms of approximately one-third of the directors expire each year.
Section 3. Nomination. Names of candidates (who must be members) for the Board of Directors shall be submitted at the annual meeting. Each candidate seeking membership on the Board shall have two minutes to speak to his or her credentials. Each candidate can also submit such supporting materials as he or she wishes.
Section 3a. Honorary Board Members. The Board may appoint Honorary Board Members by a vote of the majority of the Board. Honorary Board Members shall be entitled to attend all board meetings of the organization and to participate in discussions and have all the rights and privileges of the elected Members, except that the Honorary Members shall be non-voting participants and will not be counted in the determination of a quorum at meetings or in the number of Corporation Members.
Generally, an Honorary Member retains his or her honorary status until the Honorary Member resigns or is discharged by a vote of the majority of the Board.
Section 4. Removal, Vacancy. A director may be removed, with or without cause, by the affirmative vote of at least two-thirds of the entire Board of Directors, provided that such action shall be taken at a meeting of the Board called for that purpose. Vacancies due to removal or resignation or other cause may be filled by the remaining directors, and directors so elected shall fill the unexpired term of the director who has been removed.
Section 5. Annual Meetings. The regular annual meeting of the Loppet Foundation shall be held on the second Tuesday of October of each year, for the purposes of electing directors, appointment of officers, if necessary, and to transact such other business as may properly come before the meeting.
Section 6. Regular and Special Meetings. In addition to the annual meeting, the Board of Directors shall meet no fewer than two (2) times annually. Special meetings may be held at any time upon request of the President or any two directors. The request shall specify the purpose or purposes of the meeting.
Section 7. Notice. Notice of each meeting of the Board, stating the time, date and place of the meeting, shall be delivered (delivery may be by any modern and generally accepted means including electronic mail communication) to each of the directors at least three days in advance of the meeting. Notice may be waived before, at or after a meeting, orally or in writing. Attendance by a director at a meeting is a waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.
Section 8. Quorum Proxies. At any meeting of the Board, a majority of the directors then holding office shall be necessary and sufficient to constitute a quorum for the transaction of business. Except where otherwise required by statute or provided in these Bylaws, the affirmative vote of a majority of the directors present at a meeting at which there is a quorum is sufficient for any action. Directors shall not appoint a personal proxy or vote by proxy.
Section 9. Adjournments. Any meeting of the Board may be adjourned from time to time or day to day, or both, upon the consent of a majority of directors present. If the date, time and place of the adjourned meeting appear in the minutes of the original meeting, no further notice as to the date, time and place of the adjourned meeting at which a quorum of the directors is present, any business may be transacted which might have been transacted at the original meeting.
Section 10. Action by Electronic Communication. A conference among directors by means of communication through which the directors may simultaneously hear each other during the conference is a meeting of the Board, if the same notice is given of the conference as would be required for a meeting and if the number of directors participating in the conference is a quorum. Participation in a conference by this means constitutes personal presence at the meeting. A director may also participate in a meeting of the Board by any means of communication through which the director and all other directors participating in the meeting may simultaneously hear each other during the meeting. Participation in a meeting by this means also constitutes personal presence at the meeting. The Board may also take action by means of electronic mail communication. In the case of electronic mail communication, a resolution or other motion shall be made by sending an electronic mail to all other board members at the time designated for the meeting and each board member shall have a period of one hour to respond to the communication before votes shall be tabulated in order to determine whether the resolution or other motion passes.
Section 11. Action Without a Meeting. Any action which may be taken at a meeting of the Board may be taken by written action signed by all of the directors.
Section 12. Other Powers. In addition to the powers and authority conferred upon it by these Bylaws, the Board shall have the power to do all acts necessary and expedient to the conduct of the business of the corporation.
Section 18 Term Limits. Board members (directors) may serve up to three consecutive three-year terms. After serving three consecutive three-year terms a director is not eligible to run in the next immediate election. However, a director who has served their three three-year terms may be nominated and run for a board position after one year off of the board. Partial terms do not count toward the three consecutive three-year terms. Thus, a director who is appointed mid-term may serve out the first term and then serve three more three-year terms before needing to leave the board. In order to retain continuity in board leadership entering and during the organization's 2013-2016 capital campaign, this provision does not apply to directors who are members of the governance committee until the Foundation’s Annual Meeting in 2018, at which time, any remaining director who has served three or more full terms must resign from the board.
Section 1. Appointment. Immediately after the annual meeting the directors shall meet and shall elect a president, vice-president, treasurer and secretary, as vacancies in these positions occur. The Board is also authorized to appoint such other officers and agents as it shall deem necessary from time to time, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. All officers shall be adults. Except for the offices of President and Vice President, an officer need not be a director of the corporation.
Section 2. Terms of Office, Removal. The officers of the corporation shall hold office for a term of two (2) years and until a successor is elected and has qualified, or until the earlier death, resignation, removal or disqualification of the officer. Any officer elected or appointed by the Board may be removed as an officer by the affirmative vote of a majority of the entire Board of Directors, with or without cause, provided that such action shall be taken at a meeting of the Board called for that purpose.
Section 3. President. The President shall preside at all meetings of the Board of Directors. He or she shall be a member of all standing committees. The executive director shall work closely with the President in setting the agenda, preparing material for and running the Board meetings.
Section 4. Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. In addition, the Vice President shall perform duties assigned by the President or the Board of Directors.
Section 5. Secretary. The Secretary shall attend all meetings of the Board of Directors and shall record, beginning with the first meeting, all proceedings of the meetings. He or she shall give, or cause to be given, notice of all meetings and shall perform such other duties as are prescribed by the President or the Board of Directors.
Section 6. Treasurer. The Treasurer shall be the chief financial officer of the corporation and shall have charge and custody of and be responsible for, all funds and securities of the Loppet Foundation and cause to be deposited all such funds and securities of the Loppet Foundation in such depositories as shall be designated by the Board of Directors. He or she shall cause to be kept a true and accurate account of the finances the Loppet Foundation and shall report regularly to the Board of Directors on the Loppet Foundation’s financial status. The Treasurer is also responsible for providing an annual report on the Loppet Foundation’s insurance coverage to the Board of Directors.
Section 7. Vacancies. If the office of any officer becomes vacant during the term thereof, the directors then in office, by a majority vote may choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred.
Section 8. Ex-officio Board Member Should the Board choose to hire an executive director, that director shall serve as an ex officio member of the board of directors.
Section 1. Committees. The Board may designate one or more committees from time to time, adopting such regulations as it deems advisable with respect to the membership, authority and procedure of such committees.
Section 2. Ex-officio Committee Members The President shall serve as an ex-officio member of all committees established by the Board of Directors.
Section 3. Committee Composition Chairpersons and members of the standing committees shall be appointed by the President.
Section 4. Ad Hoc Committees The President may, from time to time, appoint ad hoc committees, such as special event committees, to deal with short term issues affecting the welfare of Loppet Foundation.
Section 1. Amendment of Bylaws, Other Matters These Bylaws may be amended or repealed by the affirmative vote of at least two-thirds the members of the Board of Directors in attendance at a meeting at which there is a quorum and for which notice stating the purpose of the meeting has been given.
Section 2. Maintenance and Inspection of Records Correct and complete copies of the Articles of Incorporation, Bylaws, accounting records and minutes of meetings of the Board and of committees of the corporation shall be kept at the registered office of the corporation. A director, or agent or attorney of a director, may inspect all books and records of the corporation for any proper purpose at any reasonable time.
Section 3. Indemnification of Persons To the full extent permitted by the Minnesota Nonprofit Corporation Act, as enacted or hereafter amended, or by other provisions of law, each person who is a part or is threatened to be made a part to any proceeding, wherever and by whosoever brought (including any proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or that he or she is or was serving at the specific request of the Board as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against all reasonable expenses, including attorneys’ fees and disbursements, judgments, penalties, fines and amounts paid in settlement, actually and reasonable incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person and his or her heirs, executors and administrators, with respect to activities of such person during the period he or she acted as a director, officer, employee or agent of the corporation, and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this Bylaw.
The foregoing Bylaws of Loppet Foundation were adopted by the Board of Directors of the corporation effective the _10__th day of _September, 2013______
Its Secretary