West 7th Business Association

PO Box 16582
St. Paul, MN 55116

2017 Membership Meeting

AMENDED BYLAWS OF THE WEST 7th BUSINESS ASSOCIATION

February 19, 2015

ARTICLE I.

GENERAL

NAME OF ORGANIZATION: This organization is incorporated under the laws of the State of Minnesota and shall be known as the West 7th Business Association.

A. OFFICES: The registered office of the association shall be located in the City of St. Paul, Ramsey County, Minnesota. The association may also have offices at such other places in the State of Minnesota or elsewhere as the Board of Directors shall from time to time determine to be necessary or convenient for the purpose of the association and the carrying out of its work and activities.

B. CORPORATE SEAL: The association shall have no seal.

C. MISSION: C. MISSION: The Association is a combination of business and professional individuals dedicated to the development and welfare of the community both present and future. The organization is further committed to support and cultivate local business, along with maintaining a communication network to share information beneficial to improving business opportunities.

ARTICLE II.

MEMBERS

A. ELIGIBILITY FOR MEMBERSHIP: Individuals, partnerships, associations, business trusts, and other corporations interested in the West Seventh Street area or adjacent streets in St. Paul, Minnesota, shall be eligible for membership. .

B. CLASSES OF MEMBERS: There shall only be one general class of membership in the association.

C. ADMISSION OF MEMBERS: Members shall be admitted by the majority vote of the
Board of Directors present at any directors’ meeting when application is submitted in writing on forms provided for that purpose and accompanied by the required application fee (determined yearly by the Board of Directors and returned to applicant if not accepted for membership). Upon admission by the Board of Directors, the member shall pay a membership fee (membership dues) determined by the Board of Directors annually. Fees/membership dues for new members shall be prorated at the discretion of the President and/or Membership Committee. Special assessments, if any, must be approved at any regularly scheduled meeting of the Board of Directors.

D. TERMS OF MEMBERSHIP: In matters of voting, members shall entrust the Board of Directors with the usual and ongoing business matters of the association. Members will vote only at the February Annual Meeting for their representative Board of Directors and on any other agenda items presented at that meeting. The general membership may also be asked to vote on other matters throughout the year that the Board deems necessary. Voting shall be by businesses/organizations/entities only, and each business/organization/entity member shall be entitled to one vote in the affairs of the association by its designated representative. A member may designate more than one representative, but will be allowed only one vote per agenda item. Only members in good standing will be allowed to vote. A simple majority vote of members in attendance at any given general membership meeting will carry each motion presented for a vote.
Additionally, members sitting on a committee(s) will vote on agenda items pertinent to said committee(s) at specified commitee meetings.

E. TERMINATION OF MEMBERSHIP: a) Any member may resign from the association upon written request to the Board of Directors (b) Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after sixty (60) days from the date due unless otherwise extended for good cause. (c) Any member may be expelled by a quorum vote of the Board of Directors, at a regularly scheduled meeting thereof.

F. HONORARY MEMBERSHIPS: The Association may award the designation of Lifetime Membership with waived dues to past Officers when they retire as an active member of their business. The designation may also be presented to other outstanding business people when they retire from active business. The award shall be made at the annual meeting. Additionally, honorary, complimentary, and/or reciprocal memberships may be awarded to/with any organization(s) the Board of Directors deems appropriate.

ARTICLE III.

MEETINGS OF MEMBERS

A. ANNUAL MEETINGS: Annual meetings of the members of the association shall be held in combination with the regularly scheduled February General Meeting, at a place designated by the Board of Directors for the election of Directors, Officers and for the transaction of any other business that may properly come before the meeting.

B. REGULAR MEETINGS: Regular informal, networking and informational meetings of the members shall be held monthly, at a time and place designated by the Board of Directors.

C. SPECIAL MEETINGS: Notice of special general membership meetings shall be communicated to each member at least five (5) days prior to such meetings. These meetings may be called by the President, Vice President, a majority of the Board of Directors, or 20% of the total membership of the Association. Each notice of meeting shall state the time and place of the meeting and the purpose or purposes thereof. A quorum for special meetings shall be 20% of the total association membership.

Special meeting notices of the Board of Directors shall be communicated to each member at least five (5) days prior to such meetings. These meetings may be called by the President, Vice-President, and a majority of the Board of Directors. Each notice of meeting shall state the time and place of the meeting and the purpose or purposes thereof. A quorum for special board meetings shall be a majority of the board members.

ARTICLE IV.

DIRECTORS

A. GENERAL POWERS: The business, property and affairs of the association shall be managed by the Board of Directors.

B. ELECTION OF DIRECTORS: The association shall be comprised of not less than eight (8) nor more than eleven (11) board members being elected annually to serve for terms of two years . Also, the President may serve one additional term in order to serve’as immediate Past President of the association.

Nominations shall be made by any member for each directorate to be filled, at the January general meeting. Nominations from the floor will also be accepted on the date of the election if the nominated member is present to accept the nomination. District Council Representatives: one person shall represent District Councils 9 and 16 as non-voting board members.

At the association’s February annual meeting, those assembled shall receive ballots and those candidates receiving the greatest number of votes to fill the vacancies she be elected.

C. SEATING OF NEW DIRECTORS: The members of the Board of Directors shall continue in office until their respective successors are elected and qualified. All newly elected board members shall be seated at the next regular board meeting and shall be participating members thereafter.

D. VACANCIES: Vacancies on the Board of Directors, or among the Officers, shall be filled by the Board of Directors by a majority vote for the remainder of the unexpired term. A director who is appointed to fill out an unexpired term is eligible for election to a full term when his/her term expires.

E. MEETINGS: The Board of Directors shall meet monthly at a time and place designated by the Board of Directors. Failure to attend three successive meetings of the board shall be cause for vacancy upon the discretion of the Board of Directors.

At all meetings of the Board of Directors, a majority of the elected board shall constitute a quorum. At committee meetings, a majority of the committee shall constitute a quorum.

ARTICLE V.

OFFICERS

A. NUMBER AND OFFICERS: The Officers of the association shall be a President, a Vice-President, Secretary, Treasurer and immediate Past-President.

B. ELECTIONS: The Officers shall be elected by the Board of Directors at their annual meeting or at any monthly directors’ meeting when a vacancy needs to be filled. Nominations may be made by any Director. The term of office for all of the Officers shall be two years. The Vice-President may be nominated for the presidency and other nominations will be accepted from the floor.

C. POWERS AND DUTIES: The respective Officers of the association shall have such powers and duties as generally pertain to their office or as the Board of Directors shall from time to time prescribe, unless the board changes its respective powers or duties or prescribes different or additional powers or duties. In the absence of the President, the Vice-President shall officiate, then the Treasurer and the Secretary, respectively.

D. PRESIDENT: the President of the association shall preside over all meetings of the association, sign all agreements, convene all meetings as provided for in the bylaws, and appoint all committees, except as may otherwise be provided.

D. SECRETARY: It shall be the duty of the Secretary to keep accurate minutes of all meetings of the association and of the Board of Directors and to submit all documents or correspondence to the association. He/she shall report at every regular meeting and make a report for the year at the annual meeting. The Secretary shall perform such duties described above and those as usually devolve upon that office, except when the association has made available by hire, an Association Administrator, in which case the Secret’s duties may be altered in such a way as to support the Administrator.

E. TREASURER: The Treasurer shall be the custodian of all funds of the association and shall keep them in a financial institution approved by the Board of Directors, and shall honor all bills or orders for funds when authorized by the Board of Directors. It shall be his/her duty to receive all dues or other money of whatever kind from whatever source. He/she shall report at each board and general meeting and for the year at the annual meeting.

ARTICLE VI.

COMMITTEES

A. APPOINTMENT: The President shall appoint all committees subject to the approval of the Board of Directors.

B. LIMITATION OF AUTHORITY: No action by any member, committee, employee, director or officer shall be binding upon, or constitute an expression of, the policy of the association until it shall have been approved or ratified by the Board of Directors.