We will consider the following changes to our bylaws at our SECO Board meeting on February 27th.
SOUTHEAST COMMUNITY ORGANIZATION
BYLAWS
ARTICLE I NAME
The organization shall be known as the Southeast Community Organization, though its legal name will continue to be Community Council.
ARTICLE II BOUNDARIES
The boundaries of SECO include Minnehaha on the north (south side of street only), the city limits on the east and south: Birmingham Street, Harding High School and Birmingham Street again as it continues to Warner Road, including the Mississippi River, on the west. SECO is located in the City of Saint Paul, Ramsey County.
ARTICLE III PURPOSE
The purposes of this organization shall be educational so as to unite, in common cause, residents, business persons, employees and organizations in the area described above in a continuing effort to promote harmonious environmental conditions and favorable and equitable community relationships and to undertake actions and services as may, by its residents and businesses, be determined to be desirable to serve these purposes. Within these purposes it is intended that this organization shall attempt to educate the community to:
a) Develop immediate and long-range plans, which shall provide for the physical, economic, environmental and human services of the district.
b) Establish a consistent means of communication so that citizens may be made aware of proposals affecting the district by public agencies and officials, and may, in turn, participate in the planning.
c) Have a well-informed district, thereby improving the quality of life in the City and increasing the confidence in the future of the district and of the City. The organization will use various media to inform the district of issues that may affect its interest.
d) Set goals for district projects and programs that may require funds from outside sources, whether public or private, and work to unite all elements of the district in seeking to obtain such funds.
e) Provide a forum for open discussion so that residents and business people of the district can work together toward the common goal of a safe, healthy and attractive district within a safe, healthy, and attractive city.
f) In the case that a local, state or national emergency or disaster is declared by a legal official, such as the Governor, Mayor or President, occurs, the Board of Directors, as directed by the Executive Committee, has the authority to supersede the bylaws in order to ensure regular operations and processes as much as possible. This shall be discussed by the board, and voted on. A majority vote will determine the ability to move forward on the emergency clause
ARTICLE IV BOARD OF DIRECTORS
Section 1 -- Members.
a) SECO shall be governed by a Board of Directors consisting of fifteen Directors elected at-large, four of whom shall be Officers elected by the Board, and, for one year after completion of his or her term, the immediate past President.
b) Board members must be at least 16 years of age and either a resident of SECO or a designated representative of a business located within the boundaries of SECO.
Section 2 -- Method of Election.
a) The members of the Board of Directors shall be elected via balloting prior to the Annual meeting during a timeframe to be determined by the SECO Board. Ballots may be submitted electronically or in-person at the SECO office. All members are elected at-large for two year terms. Eight at-large members shall be elected in even-numbered years and seven at-large members shall be elected in odd-numbered years.
b) Officers shall be elected at the Annual Meeting by the duly elected members of the Board. The Secretary and Treasurer shall be elected for two year terms in odd-numbered years. The President and Vice President shall be elected for two year terms in even-numbered years. All Officers must be current members of the Board.
c) Eligible voters are: (1) all residents 16 years or older who live within the boundaries described in Article II; and (2) workers who are employed by a business within the boundaries described in Article II; and (3) students who attend schools within the boundaries described in Article II.
d) Publicly announced candidates for salaried elected offices and, unless on leave of absence from the positions, salaried elected public officials and persons in their personal employ are not eligible for election or permitted to continue serving on the Board. Board members who publicly announce their candidacy for salaried elected office shall resign immediately.
e) Candidates receiving the highest vote totals shall be elected, up to the number of open seats.
Section 3 -- Powers and Obligations.
The Board of Directors is responsible for overseeing management of all SECO Community Council affairs, including but not limited to approval of expenditures, hiring of staff and establishment of operating policies. Directors must exercise their fiduciary duties to the organization and must not perform acts that cause harm to the organization, its Directors, or its staff. Directors must in good faith ensure that all business approved by the Board is enacted. Any violation of these duties is cause for removal from the Board under section 4 of this article.
Section 4 -- Resignations and Removal from Office.
a) A written statement to the Secretary constitutes official notice of a resignation. b) Members with six or more absences from regular monthly meetings and committee meetings during any 12-month period shall offer his or her resignation. The Board may by majority vote to remove such a member who does not offer a resignation. The Board may adopt a policy describing conditions for approved absences. c) For all other circumstances, the Board may remove one of its Directors, with cause, by a two-thirds vote after any Director provides notice of 21 days to the Director subject to removal. The Board may adopt a policy defining cause for removal. The Director subject to removal may not vote on the question of his or her removal. d) Any Director removed for cause may not be elected to the Board nor may fill vacancies under Section 5 of this article until two full years have passed from the date of removal. Any Director who rejoins the Board after this time has passed must complete a training program for nonprofit board members that has been approved by the Executive Committee.
Section 5 -- Filling of Vacancies.
Vacancies on the Board shall be filled by majority vote of the Board. Vacancies shall be announced and advertised at least 2 weeks prior to being filled. Persons elected to fill a vacancy shall serve for the remainder of the term. If there are vacancies remaining at the time of the SECO Board election, these seats may be filled through that election process. The highest vote-getters would fill full terms while the remaining candidates who did not win full term seats would fill half term seats in order of votes received.
Section 6 -- Officers and Executive Committee.
Executive authority of the Board rests in the Officers and Executive Committee. No Officer shall serve more than two consecutive terms in the same office. Only persons who have served at least one full year on the Board are eligible for election as President or Vice President. If an Officer position is vacated mid-term, the Board of Directors shall elect a replacement to serve the remainder of the term.
A. President -- The President shall:
1. preside at all meetings of the Board and serve as chair of the Executive Committee,
2. be responsible for managing all affairs of the SECO Community Council, but may delegate responsibilities to staff and other Board members.
3. implement actions and policies adopted by the Board,
4. recommend appointments of committee members, chairs, and vice chairs, subject to majority approval by the Board, and
5. be an ex-officio member of all committees except the nominating committee.
B. Vice President -- The Vice President shall:
1. assist the President in conducting the business in SECO as requested.
2. perform the duties of the President in the President's absence, inability, or refusal to act.
3. fill the office of President until a successor is elected if that position becomes vacant mid-term.
C. Secretary -- The Secretary shall:
1. record minutes of the monthly SECO Board meetings.
2. ensure that the articles of incorporation, bylaws, policies, standing rules, and minutes of all meetings are approved and signed and filed in the Council office, and provide copies thereof upon request.
3. perform such other duties as usually pertain to that office.
D. Treasurer -- The Treasurer shall:
1. be responsible for oversight of the preparation of the proposed annual budget and cause to be kept accurate accounts of all monies received or disbursed by the organization and financial records belonging to the organization.
2. present to the Board of Directors at their Annual Meeting a report of the finances of the organization, and will from time to time make such other reports to the Board of Directors as it may require
3. be ultimately responsible for seeing that all Federal and State filings are done in a timely manner and are in compliance with regulations.
ARTICLE V MEETINGS
Section 1 -- General.
All meetings of the Board of Directors and its committees, with the exception of the Executive Committee when acting as the Personnel Committee, are public meetings. Presence of a majority of filled positions shall constitute a quorum for conduct of Board business. All proceedings shall be according to rules that will ensure full participation and orderly meetings. If ordered by the
chair or requested by a member of the Board, a roll call vote shall be taken and recorded on a motion. Meeting agendas shall always include time for community members to speak on issues of concern to them.
Section 2 -- Place and Time of Meetings.
a) The Board shall meet at least 10 times a year at a regular time and announced place.
b) If requested in writing by three or more Board members, the President shall call a special meeting to deal with a single issue, which must be clearly specified in the request. Five days notice shall be given to Board members for special meetings. Only issues germane to the special meeting request may be acted on at a special meeting.
c) The President may call a special meeting with five days notice to Board members.
ARTICLE VI -- ANNUAL MEETING AND ELECTIONS
Section 1 -- Scheduling.
The Annual Meeting shall be held in April. More than one date in April may be selected for Annual Meetings. Substantially similar business must be conducted at all meeting dates.
Section 2 -- Agenda.
The results from the Board election will be available. The amount of votes received by each candidate will be shared unless all candidates win election to the Board. The Board officers will be elected. A report of the organizational finances will be available for review. Additional agenda items may be presented.
Section 3 -- Election procedures.
2) Efforts shall be made to recruit Board candidates who will represent the geographic, ethnic and economic diversity of the district. Nominations, including self-nomination, will be accepted until a date established by the Board. Notice of the election shall be given at least two weeks in advance. Notice of the official list of candidates shall be given as soon as practicable after the closing of nominations. Only names accepted during the nomination period and announced in the notice shall be printed on the ballot.
3) Election of Board members shall be by secret ballot. If there is a tie between candidates for the final position being elected, the tie shall be resolved by lot.
ARTICLE VII-- COMMITTEES
Section 1 -- Executive Committee.
This committee shall consist of the Officers per Article IV of these bylaws and the chairs of the standing committees listed in Section 2 of this Article, and shall be chaired by the President. The Executive Committee shall, when necessary, have all the powers of the Board of Directors between Board meetings provided that no act of the Executive Committee conflicts with the actions of the Board of Directors of the Council and that a written report of any action is presented at the next regular meeting of Board of Directors. This committee shall also serve as the Personnel Committee, as governed by the personnel policies of the District Council.
Section 2 -- Standing Committees.
a) Finance Committee
The duties of this committee shall be concerned with overseeing the raising and spending of SECO funds with approval of the Board of Directors. Included would be the recommendation of spending monies for major purchases, setting the yearly budget, and assisting with the end of the year report to funding agencies. The chair shall be a Board member, and the size of the committee shall be no fewer than four persons, including the Treasurer.
b) Land Use Committee
This committee is established for the purpose of researching and making decisions on issues of land use, zoning, housing, and transportation for the Board of Directors and the SECO Community, and reporting their action to the Board. Meetings will be scheduled as necessary. The chair, of this committee shall be responsible for conducting committee meetings, supervising committee business, and reporting to the Board. The chair, of this committee shall be a Board member and have served at least one year as a Board member. There shall be at least two additional Board members serving on this committee.
c) Communications
This committee shall oversee the communication and outreach functions of the organization, including operation of the website, social media, newspaper and/or mailings, and events. The committee will also oversee and participate in crime prevention outreach to the community. The chair shall be a Board member, and shall be responsible for conducting committee meetings and reporting to the Board of Directors. There shall be at least one additional Board member serving on this committee.
Section 3 -- Other Committees.
a) The President may, with approval of the Board, appoint temporary committees to conduct business of the Board.
Section 4 -- Committee Chairs.
The chair of each committee (with the exception of the Executive Committee) shall be appointed by the President with the approval of the Board of Directors. The President may appoint a vice chair for any standing or temporary committees. Vice chairs shall coordinate with and perform duties in the absence of the chair, however vice chairs are not permitted to serve on the Executive Committee in the absence of the chair.
Section 5 -- Committee Responsibilities.
Committees shall research, make recommendations and issue reports to the Board of Directors and the membership. If authority is delegated to them by the Board, they shall make decisions on behalf of the Board of Directors. They shall provide written reports upon request of the President. Committee members are considered representatives of the organization and shall be governed by the organization's Code of Conduct and Conflict of Interest Policy.
Section 6 -- Committee Meetings.
All committee meetings, except those dealing with personnel matters or litigation, shall be open to the public. Whenever possible, they shall be announced to the community in advance of the meeting.
Section 7 -- Committee Membership.
Membership on committees, except for the Executive Committee, shall be open to residents and business representatives of SECO and shall be appointed in accordance with Article IV, Section 6(a)(4). Any Director removed for cause may not serve on any committee until two full years have passed from the date of removal.
ARTICLE VIII STAFF
Section 1.
The Board of Directors shall oversee and manage the Executive Director and authorize the execution of his or her employment contract by the President and Treasurer. The Executive Director shall oversee the day-to-day management and work responsibilities of all other staff, interns, and volunteers. All matters regarding the performance of the Executive Director shall be referred to the Personnel Committee before being considered by the Board. All employment contracts, other than his or her own, that contain a termination clause of less than 30 days may be executed by the Executive Director. If the Executive Director position is vacant, the President and Treasurer may execute such contracts. All other employment contracts shall be executed by the President and Treasurer after consultation with the Personnel Committee.
Section 2.
The district shall utilize volunteers when available. Providing funds are available, expenses incurred by volunteers may be reimbursed upon prior approval of the Board.
ARTICLE IX FISCAL MANAGEMENT
Section 1 -- Fiscal Year.
The fiscal year of the organization shall begin on the first day of January and end on the last day of December in each year.
Section 2 -- Books and Accounts.
Books and accounts of the organization shall be kept under the direction of the Treasurer of the organization.
Section 3 -- Execution of the Organization's Documents.
Such documents include, but are not limited to contracts or leases with outside entities or employees, checks or drafts. Except where otherwise provided in these bylaws, the Board of Directors authorizes the President, Vice President, Treasurer and Executive Director to act as signatories on all contracts or on checks written on the organization's accounts. Any contracts exceeding 1% of the amount listed in the annual budget for the contract must be approved by the Board of Directors.
Section 4 -- Loans.
No loans shall be contracted with an outside source, on behalf of the organization, nor evidences of indebtedness shall be issued in its name, unless authorized by resolution of the Board of Directors.
Section 5 -- Deposits.
All funds of the organization shall be deposited promptly to the credit of the organization in such bank or banks or other depositories as the Board of Directors may designate. The Executive Director will ensure that the organization does not exceed exposure to risk in any one financial institution that exceeds the federally insured limit or its equivalent for credit unions.
Section 6 -- Financial Conflict of Interest.
The Board and other representatives of the organization shall not enter into any contract or transaction with:
1. one or more of its Directors or their close family members,
2. a Director of a related organization, or
3. an organization or business in or of which a Director of the SECO Community Council or their close family members is a Director, Officer, or legal representative, or in some other way has a material financial interest, unless:
a. that interest is disclosed or known to the Board of Directors,
b. the Board approves, authorizes or ratifies the action in good faith,
c. the approval is by a majority of Directors (not including any interested Director), and
d. at a meeting where a quorum is present (not counting an interested Director).
Section 7 -- Indemnity.
The SECO Community Council shall indemnify and hold harmless any Director, Officer or employee from any suit, damage, claim, judgment or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a Director, Officer or employee, except in cases involving willful misconduct. Indemnification provided under this section shall comply with and follow the requirements as provided by statute. The organization shall have the power to purchase or procure insurance for such purposes.
Section 8 -- Examination by Directors.
Every Director of the organization shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, and at the place or places where usually kept, all books and records of the organization and extracts or copies.
ARTICLE X AMENDMENTS
These articles, or any that may hereafter be adopted, may be changed or amended by a vote of the Board of Directors at any regularly scheduled Board meeting, provided notification is made to the public. Notification of all impending changes in these articles shall be given to the Board of Directors and the general public at least 21 days in advance of the meeting at which the changes are proposed to be made. A two-thirds (2/3) majority vote of the Board members shall be necessary for passage. Proposed amendments may be submitted by the public to the Board for consideration. If there is a conflict between these bylaws and Minnesota Statute 317A, state law takes precedence.
Adopted January 29, 1979
Revised March 27, 1980
Revised March 28, 1983
Revised October 22, 1984
Revised March 25, 1985
Revised March 31, 1986
Revised March 27, 1989
Revised March 27, 1989
Revised March 26, 1990
Revised March 25, 1991
Revised March 30, 1992
Revised March 29, 1993
Revised March 27, 1995
Revised March 18, 1996
Revised March 18, 2001
Revised March 24, 2008
Revised April 22, 2013
Revised April 27, 2015
Revised June 25, 2018
Revised July 30, 2018
Revised February 25, 2019
Revised November 25, 2019
Revised February 28, 2022
Revised DATE TBD
SOUTHEAST COMMUNITY ORGANIZATION
BYLAWS
ARTICLE I NAME
The organization shall be known as the Southeast Community Organization, though its legal name will continue to be Community Council.
ARTICLE II BOUNDARIES
The boundaries of SECO include Minnehaha on the north (south side of street only), the city limits on the east and south: Birmingham Street, Harding High School and Birmingham Street again as it continues to Warner Road, including the Mississippi River, on the west. SECO is located in the City of Saint Paul, Ramsey County.
ARTICLE III PURPOSE
The purposes of this organization shall be educational so as to unite, in common cause, residents, business persons, employees and organizations in the area described above in a continuing effort to promote harmonious environmental conditions and favorable and equitable community relationships and to undertake actions and services as may, by its residents and businesses, be determined to be desirable to serve these purposes. Within these purposes it is intended that this organization shall attempt to educate the community to:
a) Develop immediate and long-range plans, which shall provide for the physical, economic, environmental and human services of the district.
b) Establish a consistent means of communication so that citizens may be made aware of proposals affecting the district by public agencies and officials, and may, in turn, participate in the planning.
c) Have a well-informed district, thereby improving the quality of life in the City and increasing the confidence in the future of the district and of the City. The organization will use various media to inform the district of issues that may affect its interest.
d) Set goals for district projects and programs that may require funds from outside sources, whether public or private, and work to unite all elements of the district in seeking to obtain such funds.
e) Provide a forum for open discussion so that residents and business people of the district can work together toward the common goal of a safe, healthy and attractive district within a safe, healthy, and attractive city.
f) In the case that a local, state or national emergency or disaster is declared by a legal official, such as the Governor, Mayor or President, occurs, the Board of Directors, as directed by the Executive Committee, has the authority to supersede the bylaws in order to ensure regular operations and processes as much as possible. This shall be discussed by the board, and voted on. A majority vote will determine the ability to move forward on the emergency clause
ARTICLE IV BOARD OF DIRECTORS
Section 1 -- Members.
a) SECO shall be governed by a Board of Directors consisting of fifteen Directors elected at-large, four of whom shall be Officers elected by the Board, and, for one year after completion of his or her term, the immediate past President.
b) Board members must be at least 16 years of age and either a resident of SECO or a designated representative of a business located within the boundaries of SECO.
Section 2 -- Method of Election.
a) The members of the Board of Directors shall be elected via balloting prior to the Annual meeting during a timeframe to be determined by the SECO Board. Ballots may be submitted electronically or in-person at the SECO office. All members are elected at-large for two year terms. Eight at-large members shall be elected in even-numbered years and seven at-large members shall be elected in odd-numbered years.
b) Officers shall be elected at the Annual Meeting by the duly elected members of the Board. The Secretary and Treasurer shall be elected for two year terms in odd-numbered years. The President and Vice President shall be elected for two year terms in even-numbered years. All Officers must be current members of the Board.
c) Eligible voters are: (1) all residents 16 years or older who live within the boundaries described in Article II; and (2) workers who are employed by a business within the boundaries described in Article II; and (3) students who attend schools within the boundaries described in Article II.
d) Publicly announced candidates for salaried elected offices and, unless on leave of absence from the positions, salaried elected public officials and persons in their personal employ are not eligible for election or permitted to continue serving on the Board. Board members who publicly announce their candidacy for salaried elected office shall resign immediately.
e) Candidates receiving the highest vote totals shall be elected, up to the number of open seats.
Section 3 -- Powers and Obligations.
The Board of Directors is responsible for overseeing management of all SECO Community Council affairs, including but not limited to approval of expenditures, hiring of staff and establishment of operating policies. Directors must exercise their fiduciary duties to the organization and must not perform acts that cause harm to the organization, its Directors, or its staff. Directors must in good faith ensure that all business approved by the Board is enacted. Any violation of these duties is cause for removal from the Board under section 4 of this article.
Section 4 -- Resignations and Removal from Office.
a) A written statement to the Secretary constitutes official notice of a resignation. b) Members with six or more absences from regular monthly meetings and committee meetings during any 12-month period shall offer his or her resignation. The Board may by majority vote to remove such a member who does not offer a resignation. The Board may adopt a policy describing conditions for approved absences. c) For all other circumstances, the Board may remove one of its Directors, with cause, by a two-thirds vote after any Director provides notice of 21 days to the Director subject to removal. The Board may adopt a policy defining cause for removal. The Director subject to removal may not vote on the question of his or her removal. d) Any Director removed for cause may not be elected to the Board nor may fill vacancies under Section 5 of this article until two full years have passed from the date of removal. Any Director who rejoins the Board after this time has passed must complete a training program for nonprofit board members that has been approved by the Executive Committee.
Section 5 -- Filling of Vacancies.
Vacancies on the Board shall be filled by majority vote of the Board. Vacancies shall be announced and advertised at least 2 weeks prior to being filled. Persons elected to fill a vacancy shall serve for the remainder of the term. If there are vacancies remaining at the time of the SECO Board election, these seats may be filled through that election process. The highest vote-getters would fill full terms while the remaining candidates who did not win full term seats would fill half term seats in order of votes received.
Section 6 -- Officers and Executive Committee.
Executive authority of the Board rests in the Officers and Executive Committee. No Officer shall serve more than two consecutive terms in the same office. Only persons who have served at least one full year on the Board are eligible for election as President or Vice President. If an Officer position is vacated mid-term, the Board of Directors shall elect a replacement to serve the remainder of the term.
A. President -- The President shall:
1. preside at all meetings of the Board and serve as chair of the Executive Committee,
2. be responsible for managing all affairs of the SECO Community Council, but may delegate responsibilities to staff and other Board members.
3. implement actions and policies adopted by the Board,
4. recommend appointments of committee members, chairs, and vice chairs, subject to majority approval by the Board, and
5. be an ex-officio member of all committees except the nominating committee.
B. Vice President -- The Vice President shall:
1. assist the President in conducting the business in SECO as requested.
2. perform the duties of the President in the President's absence, inability, or refusal to act.
3. fill the office of President until a successor is elected if that position becomes vacant mid-term.
C. Secretary -- The Secretary shall:
1. record minutes of the monthly SECO Board meetings.
2. ensure that the articles of incorporation, bylaws, policies, standing rules, and minutes of all meetings are approved and signed and filed in the Council office, and provide copies thereof upon request.
3. perform such other duties as usually pertain to that office.
D. Treasurer -- The Treasurer shall:
1. be responsible for oversight of the preparation of the proposed annual budget and cause to be kept accurate accounts of all monies received or disbursed by the organization and financial records belonging to the organization.
2. present to the Board of Directors at their Annual Meeting a report of the finances of the organization, and will from time to time make such other reports to the Board of Directors as it may require
3. be ultimately responsible for seeing that all Federal and State filings are done in a timely manner and are in compliance with regulations.
ARTICLE V MEETINGS
Section 1 -- General.
All meetings of the Board of Directors and its committees, with the exception of the Executive Committee when acting as the Personnel Committee, are public meetings. Presence of a majority of filled positions shall constitute a quorum for conduct of Board business. All proceedings shall be according to rules that will ensure full participation and orderly meetings. If ordered by the
chair or requested by a member of the Board, a roll call vote shall be taken and recorded on a motion. Meeting agendas shall always include time for community members to speak on issues of concern to them.
Section 2 -- Place and Time of Meetings.
a) The Board shall meet at least 10 times a year at a regular time and announced place.
b) If requested in writing by three or more Board members, the President shall call a special meeting to deal with a single issue, which must be clearly specified in the request. Five days notice shall be given to Board members for special meetings. Only issues germane to the special meeting request may be acted on at a special meeting.
c) The President may call a special meeting with five days notice to Board members.
ARTICLE VI -- ANNUAL MEETING AND ELECTIONS
Section 1 -- Scheduling.
The Annual Meeting shall be held in April. More than one date in April may be selected for Annual Meetings. Substantially similar business must be conducted at all meeting dates.
Section 2 -- Agenda.
The results from the Board election will be available. The amount of votes received by each candidate will be shared unless all candidates win election to the Board. The Board officers will be elected. A report of the organizational finances will be available for review. Additional agenda items may be presented.
Section 3 -- Election procedures.
- 1) All eligible voters described in Article IV may vote in elections of Board members. Proof of residence, employment, or school attendance may be required. The Board may establish locations and a period prior to the Annual Meeting during which ballots may be cast in person. . Voting may also be conducted online, via a secure internet process. Voters will be requested to verify the status of their residence or business affiliation within the boundaries of SECO via address. Each individual is only allowed only 1 ballot. Votes shall be tallied and shared by staff. Documentation of online elections should be retained for 7 years. Results of the votes can be made available to the Executive Committee for review. Candidates must receive a minimum of 1 vote to be elected to serve on the board.
2) Efforts shall be made to recruit Board candidates who will represent the geographic, ethnic and economic diversity of the district. Nominations, including self-nomination, will be accepted until a date established by the Board. Notice of the election shall be given at least two weeks in advance. Notice of the official list of candidates shall be given as soon as practicable after the closing of nominations. Only names accepted during the nomination period and announced in the notice shall be printed on the ballot.
3) Election of Board members shall be by secret ballot. If there is a tie between candidates for the final position being elected, the tie shall be resolved by lot.
ARTICLE VII-- COMMITTEES
Section 1 -- Executive Committee.
This committee shall consist of the Officers per Article IV of these bylaws and the chairs of the standing committees listed in Section 2 of this Article, and shall be chaired by the President. The Executive Committee shall, when necessary, have all the powers of the Board of Directors between Board meetings provided that no act of the Executive Committee conflicts with the actions of the Board of Directors of the Council and that a written report of any action is presented at the next regular meeting of Board of Directors. This committee shall also serve as the Personnel Committee, as governed by the personnel policies of the District Council.
Section 2 -- Standing Committees.
a) Finance Committee
The duties of this committee shall be concerned with overseeing the raising and spending of SECO funds with approval of the Board of Directors. Included would be the recommendation of spending monies for major purchases, setting the yearly budget, and assisting with the end of the year report to funding agencies. The chair shall be a Board member, and the size of the committee shall be no fewer than four persons, including the Treasurer.
b) Land Use Committee
This committee is established for the purpose of researching and making decisions on issues of land use, zoning, housing, and transportation for the Board of Directors and the SECO Community, and reporting their action to the Board. Meetings will be scheduled as necessary. The chair, of this committee shall be responsible for conducting committee meetings, supervising committee business, and reporting to the Board. The chair, of this committee shall be a Board member and have served at least one year as a Board member. There shall be at least two additional Board members serving on this committee.
c) Communications
This committee shall oversee the communication and outreach functions of the organization, including operation of the website, social media, newspaper and/or mailings, and events. The committee will also oversee and participate in crime prevention outreach to the community. The chair shall be a Board member, and shall be responsible for conducting committee meetings and reporting to the Board of Directors. There shall be at least one additional Board member serving on this committee.
Section 3 -- Other Committees.
a) The President may, with approval of the Board, appoint temporary committees to conduct business of the Board.
Section 4 -- Committee Chairs.
The chair of each committee (with the exception of the Executive Committee) shall be appointed by the President with the approval of the Board of Directors. The President may appoint a vice chair for any standing or temporary committees. Vice chairs shall coordinate with and perform duties in the absence of the chair, however vice chairs are not permitted to serve on the Executive Committee in the absence of the chair.
Section 5 -- Committee Responsibilities.
Committees shall research, make recommendations and issue reports to the Board of Directors and the membership. If authority is delegated to them by the Board, they shall make decisions on behalf of the Board of Directors. They shall provide written reports upon request of the President. Committee members are considered representatives of the organization and shall be governed by the organization's Code of Conduct and Conflict of Interest Policy.
Section 6 -- Committee Meetings.
All committee meetings, except those dealing with personnel matters or litigation, shall be open to the public. Whenever possible, they shall be announced to the community in advance of the meeting.
Section 7 -- Committee Membership.
Membership on committees, except for the Executive Committee, shall be open to residents and business representatives of SECO and shall be appointed in accordance with Article IV, Section 6(a)(4). Any Director removed for cause may not serve on any committee until two full years have passed from the date of removal.
ARTICLE VIII STAFF
Section 1.
The Board of Directors shall oversee and manage the Executive Director and authorize the execution of his or her employment contract by the President and Treasurer. The Executive Director shall oversee the day-to-day management and work responsibilities of all other staff, interns, and volunteers. All matters regarding the performance of the Executive Director shall be referred to the Personnel Committee before being considered by the Board. All employment contracts, other than his or her own, that contain a termination clause of less than 30 days may be executed by the Executive Director. If the Executive Director position is vacant, the President and Treasurer may execute such contracts. All other employment contracts shall be executed by the President and Treasurer after consultation with the Personnel Committee.
Section 2.
The district shall utilize volunteers when available. Providing funds are available, expenses incurred by volunteers may be reimbursed upon prior approval of the Board.
ARTICLE IX FISCAL MANAGEMENT
Section 1 -- Fiscal Year.
The fiscal year of the organization shall begin on the first day of January and end on the last day of December in each year.
Section 2 -- Books and Accounts.
Books and accounts of the organization shall be kept under the direction of the Treasurer of the organization.
Section 3 -- Execution of the Organization's Documents.
Such documents include, but are not limited to contracts or leases with outside entities or employees, checks or drafts. Except where otherwise provided in these bylaws, the Board of Directors authorizes the President, Vice President, Treasurer and Executive Director to act as signatories on all contracts or on checks written on the organization's accounts. Any contracts exceeding 1% of the amount listed in the annual budget for the contract must be approved by the Board of Directors.
Section 4 -- Loans.
No loans shall be contracted with an outside source, on behalf of the organization, nor evidences of indebtedness shall be issued in its name, unless authorized by resolution of the Board of Directors.
Section 5 -- Deposits.
All funds of the organization shall be deposited promptly to the credit of the organization in such bank or banks or other depositories as the Board of Directors may designate. The Executive Director will ensure that the organization does not exceed exposure to risk in any one financial institution that exceeds the federally insured limit or its equivalent for credit unions.
Section 6 -- Financial Conflict of Interest.
The Board and other representatives of the organization shall not enter into any contract or transaction with:
1. one or more of its Directors or their close family members,
2. a Director of a related organization, or
3. an organization or business in or of which a Director of the SECO Community Council or their close family members is a Director, Officer, or legal representative, or in some other way has a material financial interest, unless:
a. that interest is disclosed or known to the Board of Directors,
b. the Board approves, authorizes or ratifies the action in good faith,
c. the approval is by a majority of Directors (not including any interested Director), and
d. at a meeting where a quorum is present (not counting an interested Director).
Section 7 -- Indemnity.
The SECO Community Council shall indemnify and hold harmless any Director, Officer or employee from any suit, damage, claim, judgment or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a Director, Officer or employee, except in cases involving willful misconduct. Indemnification provided under this section shall comply with and follow the requirements as provided by statute. The organization shall have the power to purchase or procure insurance for such purposes.
Section 8 -- Examination by Directors.
Every Director of the organization shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, and at the place or places where usually kept, all books and records of the organization and extracts or copies.
ARTICLE X AMENDMENTS
These articles, or any that may hereafter be adopted, may be changed or amended by a vote of the Board of Directors at any regularly scheduled Board meeting, provided notification is made to the public. Notification of all impending changes in these articles shall be given to the Board of Directors and the general public at least 21 days in advance of the meeting at which the changes are proposed to be made. A two-thirds (2/3) majority vote of the Board members shall be necessary for passage. Proposed amendments may be submitted by the public to the Board for consideration. If there is a conflict between these bylaws and Minnesota Statute 317A, state law takes precedence.
Adopted January 29, 1979
Revised March 27, 1980
Revised March 28, 1983
Revised October 22, 1984
Revised March 25, 1985
Revised March 31, 1986
Revised March 27, 1989
Revised March 27, 1989
Revised March 26, 1990
Revised March 25, 1991
Revised March 30, 1992
Revised March 29, 1993
Revised March 27, 1995
Revised March 18, 1996
Revised March 18, 2001
Revised March 24, 2008
Revised April 22, 2013
Revised April 27, 2015
Revised June 25, 2018
Revised July 30, 2018
Revised February 25, 2019
Revised November 25, 2019
Revised February 28, 2022
Revised DATE TBD
