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RESTATED BYLAWS
OF
EDINA BASKETBALL ASSOCIATION, INC.
ARTICLE1 - OFFICES
1.1) Offices. The
principal office of the corporation shall be 4801 West 50th
Street, Edina, Minnesota 55424. The corporation may have
offices at such other places, within or without the State of
Minnesota, as the Board of Directors may from time to time
designate.
ARTICLE 2 - DIRECTORS
2.1) General Powers.
The business and affairs of the corporation shall be managed by
or under the direction of the Board of Directors.
2.2) Number and
Election. The corporation shall have the number of
directors (not less than three) as determined by the Board of
Directors from time to time. The directors shall determine the
number of directors and elect directors at duly held meetings
from time to time.
2.3) Term. Each
director shall serve for a one term and until his or her
successor shall have been duly elected and qualified, or until
the earlier death, resignation, removal, or disqualification of
such director.
2.4) Removal. A
director may be removed at any time, with or without cause, by a
majority of the other directors of the corporation. Removal
shall be effective upon the mailing of a written notice to the
director who is removed.
2.5) Resignation.
Any director may resign at any time by giving written notice to
the Secretary. Such resignation shall take effect without
acceptance upon receipt of the notice, unless a later date is
specified in the notice.
2.6) Vacancies.
Vacancies in the Board of Directors may be filled by the
remaining directors, even though less than a quorum. A person
so elected to fill a vacancy shall serve as a director for the
remainder of the term whose vacancy has been filled, and until
his or her successor has been elected and qualified.
2.7) Quorum; Voting.
A majority of the directors currently holding office shall
constitute a quorum for the transaction of business. In the
absence of a quorum, a majority of the directors present may
adjourn a meeting from time to time until a quorum is present.
If a quorum is present when a duly called or held meeting is
convened, the directors present may continue to transact
business until adjournment even though the withdrawal of a
number of directors originally present leaves less than the
number otherwise required for a quorum. Except as otherwise
required by law, the Articles of Incorporation or these Bylaws,
the acts of a majority of the directors present at a duly held
meeting shall be the acts of the Board of Directors.
2.8) Board Meetings.
(a) Meetings.
The Board may hold such meetings as it may from time to time
determine. The meetings shall be held at any place within or
without the State of Minnesota that the Board may designate.
Absent such designation, Board meetings shall be held at the
registered office of the corporation. any three directors may
call a special Board meeting.
(b) Notice.
Notice of Board meetings shall be made by giving twenty-four
(24) hours oral notice or two (2) days written notice to all
directors of the date, time, and place of the meeting. The
notice need not state the purpose of the meeting, unless
otherwise required by law or these Bylaws. Oral notice may be
given by telephone or in person. Written notice may be given by
mail, facsimile transmission, telegram, or may be delivered to
the address maintained for each director in the records of the
corporation. If a meeting schedule is adopted by the Board, or
if the date and time of the Board meeting has been announced at
a previous Board meeting, no notice is required.
2.9) Waiver of Notice.
A director may waive notice of any meeting before, at, or after
the meeting, in writing, orally, or by attendance. Attendance
at a meeting by a director 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 thereafter in the
meeting. All waivers shall be filed with the records of the
corporation.
2.10) Electronic
Conference Meetings. A conference among directors, or among
members of any committee designated by the Board of Directors,
by any means of communication through which the participants may
simultaneously hear each other during the conference,
constitutes a meeting of the Board or the committee, if the same
notice is given of the conference as would be required for a
meeting, and if the number of persons participating in the
conference would be sufficient to constitute a quorum at the
meeting. Participation in a meeting by such means constitutes
personal presence at the meeting.
2.11) Action Without
Meeting. An action required or permitted to be taken at a
Board meeting may be taken by written action signed by the
number of directors that would be required to take the same
action at a meeting of the Board at which all directors were
present; provided, that all of the directors must be notified
immediately of the content and effective date. Any such written
action shall be filed with the Minutes of the corporation.
2.12) Compensation.
Directors shall receive no compensation for their services as
directors, but may be reimbursed for reasonable expenses as
shall be determined from time to time by resolution of the Board
of Directors. Nothing herein shall be construed to preclude any
director from serving this corporation in any other capacity and
receiving proper compensation therefor.
ARTICLE 3 - OFFICERS
3.1) General. The
corporation shall have a President, Secretary, and Treasurer and
such other officers or agents as it deems necessary. Any of the
offices or functions of those offices may be held by the same
person. Officers shall receive such compensation for their
services and reimbursement for their expenses as determined from
time to time by the Board.
3.2) Election, Term,
and Removal. At the annual meeting of the Board of
Directors, the Board shall elect officers, who shall hold office
until the next election of officers and until their successors
shall have been duly elected and qualified, or until the earlier
death, resignation, removal, or disqualification of such
officer; provided, however, that any officer may be removed with
or without cause by the affirmative vote of a majority of the
directors present at any duly held meeting of the Board (without
prejudice, however, to any contract rights of such officer).
3.3) Resignation.
Any officer may resign at any time by giving written notice to
the corporation. The resignation is effective without
acceptance when notice is given to the corporation, unless a
later date is specified in the notice.
3.4) Vacancies.
If a vacancy in any office of the corporation occurs for any
reason, such vacancy may, or in the case of a vacancy in the
office of President or Treasurer shall, be filled for the
unexpired part of the term by the Board of Directors.
3.5) President.
Unless provided otherwise by a resolution adopted by the Board
of Directors, the President shall (a) be the chief executive
officer of the corporation, and have general active management
of the business of the corporation; (b) preside at all meetings
of the Board; (c) see that all orders and resolutions of the
Board are carried into effect; (d) sign and deliver in the name
of the corporation any deeds, mortgages, bonds, contracts, or
other instruments pertaining to the business of the corporation,
except in cases in which the authority to sign and deliver is
required by law to be exercised by another person or is
expressly delegated by the Articles, these Bylaws or the Board
to some other officer or agent of the corporation; (e) maintain
records of and certify proceedings of the Board; and (f) perform
such other duties as may from time to time be prescribed by the
Board.
3.6) Treasurer.
Unless provided otherwise by a resolution adopted by the Board
of Directors, the Treasurer shall (a) be the Chief Financial
Officer of the corporation, and keep accurate financial records
for the corporation; (b) deposit all monies, drafts, and checks
in the name of and to the credit of the corporation in such
banks and depositories as the Board of Directors shall designate
from time to time; (c) endorse for deposit all notes, checks,
and drafts received by the corporation as ordered by the Board,
making proper vouchers therefor; (d) disburse corporate funds
and issue checks and drafts in the name of the corporation, as
ordered by the Board; (e) render to the President and the Board
of Directors, whenever requested, an account of all of his or
her transactions as Treasurer and of the financial condition of
the corporation; and (f) perform such other duties as may be
prescribed by the Board of Directors or the President from time
to time.
3.7) Secretary.
The Secretary shall, unless otherwise determined by the Board,
be secretary of and attend all meetings of the Board of
Directors, and record the proceedings of such meetings in the
minute book of the corporation and, whenever necessary, certify
such proceedings. The Secretary shall give proper notice of
meetings to directors and shall perform such other duties as may
be prescribed by the Board of Directors or the President from
time to time.
3.8) Vice President.
Each Vice President shall have such powers and shall perform
such duties as may be specified in these Bylaws or prescribed by
the Board of Directors. In the event of absence or disability
of the President, the Board of Directors may designate a Vice
President or Vice Presidents to succeed to the power and duties
of the President.
3.9) Other Officers.
Any other officers appointed by the Board of Directors shall
perform such duties and be responsible for such functions as the
Board of Directors may prescribe.
3.10) Delegation.
Unless prohibited by a resolution by the Board of Directors, an
officer elected or appointed by the Board may delegate in
writing some or all of the duties and powers of his or her
office to other persons.
ARTICLE 4 - COMMITTEES
4.1) Executive
Committee. The Board of Directors may, by action of a
majority of the entire Board, designate two or more of its
members as an Executive Committee which, to the extent
determined by the resolution of the Board, shall have and
exercise the authority of the Board in the management of the
business of the corporation. The Executive Committee shall at
all times be subject to the control and direction of the Board.
The Executive Committee shall maintain minutes of each meeting.
4.2) Other Committees.
The Board of Directors may also, from time to time, appoint such
other committees as it may deem proper, and may prescribe the
functions and membership of such other committees.
ARTICLE 5 - FISCAL YEAR
5.1) Fiscal Year.
The fiscal year of the corporation shall be established by the
Board of Directors.
ARTICLE 6 - INDEMNIFICATION; STANDARD OF CONDUCT
6.1) Indemnification.
The corporation shall indemnify such persons, for such expenses
and liabilities, in such manner, under such circumstances, and
to such extent, as permitted by Minnesota Statutes, Section
317A.521, as now enacted or hereafter amended.
6.2) Conflicts of
Interest. The corporation shall not enter into contracts or
transactions between the corporation or a related corporation
and a director of the corporation or between the corporation and
an organization in which a director of the corporation is a
director, officer, or legal representative or has a material
financial interest, except in accord with the provisions of
Minnesota Statutes, Section 317A.255, as now enacted or
hereafter amended.
6.3) Standard of
Conduct. Each director and officer shall discharge his or
her duties as a director or officer in good faith, in a manner
which the director or officer reasonably believes to be in the
best interests of the corporation, and with the care an
ordinarily prudent person in a like position would exercise
under similar circumstances.
ARTICLE 7 - AMENDMENTS
7.1) Amendments.
The Board of Directors shall have the authority to amend,
repeal, or adopt new Bylaws by the affirmative vote of more than
fifty percent of the directors; provided, that all directors
shall be notified of the proposed amendments at least five days
before such action takes place.
The undersigned, Russ Fortner,
Secretary of Edina Basketball Association, Inc., hereby
certifies that the foregoing Bylaws were adopted as the complete
Bylaws of the corporation by the Board of Directors of said
corporation on , 2001.
ATTEST:
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________________________,
President |
_____________________, Secretary |
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