Bylaws

HIGHLAND DISTRICT COUNCIL AMENDED AND RESTATED BYLAWS

(Adopted April 3, 2003: Amended April 21, 2010, Amended March 10, 2011, April 11, 2012, July 19,2012, September 6,2012, October 4, 2012, Amended April 23, 2014, November 5, 2015, April 7, 2016)

ARTICLE 1
Definition of the Association

1.1 Name. The name of the organization is “Highland District Council” (hereinafter “HDC” or the “HDC”).
1.2 Jurisdiction. The HDC’s jurisdiction is the area designated by the Saint Paul City Council as Planning District 15 (the “Highland Area”).
1.3 Governing Law; Status as Neighborhood Organization. The HDC is a nonprofit corporation governed by Minnesota Statute Chapter 317A, as it may be amended from time to time, and is a neighborhood organization for purposes of Minnesota Statutes Section 317A.435, Section 317A.439, subdivision 6, and Section 317A.441(b) and (d).

ARTICLE 2
Members

Members with voting rights (each a “Member” or “Community Member”) are (1) individuals of voting age whose primary residence is within the Highland Area and who, at a meeting of the HDC, can produce upon request a Minnesota driver’s license, Minnesota identification card, or some form of residency verification that indicates the individual resides within the Highland Area and/or (2) any one representative of a property or business owned or operated within the Highland Area and who, at a meeting of the HDC, can produce upon request proof of representation of such a business or property. An individual who meets either of these Membership criteria but lacks the required documentation may vote at a meeting of the Association if a Member who has the required documentation vouches for the individual.

ARTICLE 3
Meetings of Members

3.1 Annual Meetings. The HDC shall have an annual meeting of Members during each calendar year at a time and place in the Highland Area set by the Board of Directors. At such time, (a) reports of the HDC’s activities shall be presented by the Officers to the Members, (b) Directors shall be elected, (c) any amendments to the HDC’s Articles of Incorporation and amendments to the HDC’s Bylaws that require Member approval shall be presented for consideration, and (d) other business transacted.
3.2 Special Meetings. Special meetings of Members may be called by the President, by twenty-five percent (25%) of the Directors, or by any thirty (30) Members by written demand describing the purpose for the meeting and delivered to the President. The purpose of special meetings shall be to discuss issues relating to the common good or general welfare of the Highland Area for which Highland Area opinion or consensus must be sought in a timely way, and cannot wait for the next annual meeting. Within thirty (30) days after receipt of a demand for a special meeting of Members, the Board shall cause a special meeting to be called and held no later than ninety (90) days after receipt of the demand. The Secretary shall cause notice to be given as provided under Section 3.3, and such notice shall state the purposes of the meeting. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.
3.3 Notice of Member Meetings. Except where a meeting of Members is an adjourned meeting and the date, time, and place of such meeting were announced at the time of adjournment, notice of all meetings of Members stating the date, time, and place thereof, and any other information required by law or desired by the Board of Directors or by such other person or persons calling the meeting, and in the case of special meetings, the purpose thereof, shall be given in any manner permitted by law and established by the Board of Directors that is designed to notify all Members of the meeting. Such notice shall be given at least ten (10) but not more than thirty (30) days before the date on which a meeting of the Members is to be held. Notice of the annual meeting shall include notice that the election of Directors shall occur at the annual meeting. Notice of a meeting at which an amendment to the Articles of Incorporation or Bylaws will be proposed must contain the a summary of the substance of the proposed amendment.
3.4 Quorum. Ten (10) Members shall constitute a quorum at a meeting of Members for the purpose of taking any action other than adjourning such meeting. If a quorum of Members is not represented at a meeting, the Members present shall constitute a quorum for the sole purpose of adjourning such meeting, and the majority of the Members so present may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting if a quorum had been present, may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented. If a quorum is present when a duly called or held meeting is convened, the Members present may continue to transact business until adjournment, even though the withdrawal of a number of Members leaves less than the number otherwise required for a quorum. If a special meeting is called under Article 3.2, at least 30 members or a number representing 10 percent of the registered members from the last annual meeting must be present, whichever is greater, to constitute a quorum.
3.5 Voting. Passage of a motion or resolution shall require the vote of a majority of the Members present and eligible to vote at the meeting. No Member may vote by proxy or cumulatively. The Board of Directors, or a committee thereof, shall determine a fair, accurate, and efficient way of tallying votes taken at meetings of Members.
3.6 Procedures. All meetings of Members will be open to the public. Minutes of all meetings of Members will be kept and be available upon request.

ARTICLE 4
Board of Directors

4.1 General Responsibility. The Board of Directors (the “Board of Directors” or “Board”) shall be responsible for the general management and policy-making functions of the HDC. The Board of Directors may adopt rules and procedures to conduct its business as it considers necessary and appropriate.
4.2 Composition; Eligibility. The Board of Directors shall consist of members (“Directors”) elected or appointed pursuant to Sections 4.3, 4.4, and 4.6, below, for the terms provided therein. All Directors must be Community Members as defined in Article 2. No elected public official, employee of a City or County government agency with oversight or other such direction over HDC activities, publicly announced candidate for elected public office, or person currently an employee of any elected public official (except those currently on uncompensated leave of absence or serving in a volunteer capacity) shall be eligible to serve as a Director.
4.3 Grid Representatives. One Director shall be elected from each Planning District 15 grid within the Highland Area. Such Directors will be referred to as “Grid Representatives.” Grid Representatives shall be elected for terms of two years that begin at the next regular Board of Directors meeting following the annual meeting of Members at which the Grid Representative is elected. Grid Representatives representing even-numbered grids shall be elected in even-numbered years. Grid Representatives representing odd-numbered grids shall be elected in odd-numbered years. Grid Representatives shall be nominated and elected through secret ballot by a caucus of Members of that grid at the annual meeting of Members. At least three Members from the grid must be present and eligible to vote in order to elect a Grid Representative. Candidates for Grid Representatives must be present at the time of election.
4.4 At-Large Directors. Four members of the Board of Directors shall be elected at-large (“At-Large Directors”) for terms of two years that begin at the next regular Board of Directors meeting following the annual meeting of Members at which the At-Large Director is elected. Two At-Large Directors shall be elected in odd-numbered year for terms of two years. Two At-Large Directors shall be elected in even-numbered years for terms of two years. At-Large Directors shall be nominated and elected through secret ballot by Members present and eligible to vote at the annual meeting of Members. At least three Members must be present and eligible to vote in order to elect an At-Large Director. Candidates for At-Large Directors must be present at the time of election.
4.5 Procedures for Election of Grid Representatives and At-Large Directors. Ballots that contain more names than positions up for election shall be invalid. If a ballot purports to vote for a candidate more than once, only one vote, will be counted for the candidate. In an election where there are three or more nominated candidates, if two or more candidates receive the highest number of votes, a tie-breaking election among such candidates will be held immediately. If there are only two candidates and there is a tie vote, the election shall be determined by coin flip or another method agreed by the two candidates. The Board of Directors may adopt such additional election rules and procedures as they consider appropriate. Elected Director may serve no more than 3 Consecutive Terms, however they may run for additional terms if there is no opposing candidate.
4.6 Appointed Business Representatives. In addition to the Directors elected pursuant to Sections 4.3 and 4.4, two Directors shall be appointed by area business organizations. The Highland Business Association shall appoint one Director and the West End Business and Professional Association shall appoint one Director. The entity appointing a Director pursuant to this Section shall be entitled to appoint an Alternate or establish a procedure for designating an Alternate to attend and participate in a Board of Directors meeting in place of the appointed Director in the event of such Director’s absence.
4.7 Vacancies. Vacancies among Grid Representatives or At-Large Directors shall be filled at the first regular meeting of the Board of Directors after the vacancy has occurred and by the same method and procedure established for the election of such Directors at the HDC’s annual meeting as provided for in Sections 4.3 through 4.4. If a vacancy has not been filled by the first regular meeting of the Board of Directors after the vacancy has occurred, the vacancy may be filled by nomination and appointment by the Board of Directors at that meeting. If the vacancy is a Grid Representative, it is preferred that the appointment be from the grid of the vacant Director’s seat. However, if an eligible candidate from the grid is not forthcoming, the Board of Directors may appoint a Member from anywhere within the Highland Area. The process for filling a vacancy shall be repeated until the vacancy is filled.  Elected or appointed Directors filling any vacant position shall serve until the end of the regular term of the vacant position.
4.8 Alternates. “Alternates” consist of Designated Alternates, At-Large Alternates, and any alternates attending and participating in a Board of Directors meeting in place of an absent Director who was elected or appointed as a business representative pursuant to Section 4.6.
4.9 Designated Alternates. A “Designated Alternate” is a Community Member who (a) resides in the grid of an absent Grid Representative and is appointed by such Grid Representative to attend and participate in the Grid Representative’s stead at a Board of Directors meeting from which the Grid Representative is absent and an At-Large Alternate is not seated or (b) resides in the Highland Area and is appointed by an At-Large Director to attend and participate in the At-Large Director’s stead at a meeting of the Board of Directors and an At-Large Alternate is not seated.
4.10 Election of At-Large Alternates. The Board of Directors, at its first regular meeting following the annual meeting, shall elect two at-large alternates (“At-Large Alternates”). In order to be eligible for election as an At-Large Alternate a person must be a Community Member who would qualify to serve as an At-Large Director. At-Large Alternates shall serve one-year terms that begin at the regular meeting of the Board of Directors at which the At-Large Alternates are elected and shall be ranked as “First At-Large Alternate” and “Second At-Large Alternate” in order of the number of votes received. If there is a tie vote, the election shall be determined by coin flip or another method agreed by the two candidates. The Board of Directors may adopt such additional election rules and procedures as they consider appropriate. If a vacancy occurs an At-Large Alternate position, the Board of Directors may elect another eligible Community Member to serve the remainder of the term.
4.11 Duties of At-Large Alternates. At-Large Alternates shall be available to participate in any regular or special Board meeting in the place of an absent Grid Representative or At-Large Director. If such a Director is absent from a meeting and is not represented by a Designated Alternate, the highest ranking At-Large Alternate shall be seated in place of the absent Grid Representative or At-Large Director. An At-Large Alternate also shall serve as a member of at least one of the Board’s Standing Committees.
4.12 Voting by Alternates. Whenever an Alternate is voting in the place of an absent Director, that Alternate shall identify himself or herself, for the record, as participating and voting in place of the absent Director.
4.13 Director Absences. Each Grid Representative or At-Large Director expecting to be absent from a Board of Directors or Standing Committee meeting may designate a Designated Alternate to attend and participate such meeting in his or her stead if an At -Large Alternate is not seated. Grid Representatives or At-Large Directors expecting to be absent from a Board of Directors or Standing Committee meeting may contact an At-Large Alternate and request that the At-Large Alternate attend and participate such meeting in his or her stead. The Director also shall communicate to either the President, Vice President, Executive Director, or Standing Committee chair his or her expected absence and the identity of his or her Designated Alternate or his contact with an At-Large Alternate. If a Director fails to communicate his or her expected absence to the HDC, as provided in the preceding sentence, the Director’s absence shall constitute an “Unexcused Absence”.
4.14 Removal of Directors. A Director may be removed at any time for “cause” upon the affirmative vote of 60 percent of all Directors then in office, excluding the Director proposed for removal. For this purpose “cause” means (a) the Director’s Absence from three consecutive regular Board of Directors or Standing Committee meetings, (b) the Director’s Unexcused Absence from five regular Board of Directors or Standing Committee meetings during any term year, (c) the Director’s conviction of a felony or commission of fraud or other serious misconduct involving dishonesty, (d) willful conduct by the Director that materially injures HDC, (e) the Director’s breach of, or non-adherence to, any contractual agreement with HDC or the Director’s duty of loyalty to HDC, or (f) the Director’s violation of Sections 12.1 through 12.4. Upon such removal, the seat shall be deemed vacant and subject to the provisions of Section 4.7.

ARTICLE 5
Meetings of the Board of Directors

5.1 Regular Meetings. The Board of Directors shall meet at least nine (9) times per year to manage the affairs of the HDC. The Board shall set the dates of regular meetings by resolution. Regular Board of Directors meetings shall be held in the Highland Area.
5.2 Special Meetings. The President, the Vice President, or any three Directors may call a special meeting of the Board of Directors. The types of business that may be conducted at a special meeting of the Board of Directors are identical to those that may be conducted at regular meetings, except as provided in these Bylaws. The person(s) calling the meeting are responsible for notifying the Secretary, either in person or in writing, at least five (5) business days in advance of the meeting, and the Secretary shall give notice of the meeting as provided in Section 5.3. Special Board of Director meetings shall be held in the Highland Area.
5.3 Notices of Meetings. Not less than three (3) days’ written notice of a regular or special meeting of the Board of Directors, excluding the day of the meeting, shall be given to all Directors unless the date, time and place of a Board meeting was announced at a previous meeting of the Board of Directors, in which case additional notice is not required. Whenever possible, the schedule of regular Board of Directors meetings shall be published in a newspaper of general circulation serving the Highland Area. No notice of any Board of Directors meeting, regular or special, need state the purpose of the meeting except as may be specifically required by these Bylaws or otherwise required by law. Notice of a meeting at which an amendment to the Articles of Incorporation of the HDC will be proposed must contain the substance of the proposed amendment.
Notice shall be delivered personally, sent by facsimile communication, sent by electronic mail, posted on an electronic network together with a separate notice to the Director of the specific posting, mailed, first class, postage prepaid. or such other methods as are fair and reasonable as determined in the reasonable discretion of the Secretary. Whenever written notice to Directors provides less than five (5) days’ prior written notice of the meeting, excluding the date of the meeting, reasonable effort shall be made to notify Directors by telephone of the meeting at the time of giving notice in another permitted form, but the failure to contact any Director(s) by telephone shall not affect the validity of the meeting or any action taken at such meeting.
Any Director may waive notice of any meeting of the Board of Directors in writing before, at or after a meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless he or she 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. The waiver shall be filed with the person who has been designated to act as secretary of the meeting, who shall enter the waiver upon the records of the meeting.
5.4 Quorum. The presence of a majority of the total number of Directors then holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. 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 Directors originally present leaves less than the proportion or number otherwise required for a quorum. At any meeting of the Board of Directors, each Director present at the meeting (including the President or other Director serving as the presiding officer at such meeting) shall be entitled to cast one (1) vote on any question coming before the meeting. Absentee or proxy votes are not considered in determining the outcome of a question put to Directors during the course of a meeting. Except as otherwise provided in these Bylaws, a majority vote of the Directors present at any meeting shall be sufficient to transact any business.
5.5 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 of Directors at which all Directors were present; provided, however, that a Board of Directors’ action requiring Member approval may be taken by written action only if signed by all of the Directors then in office. If any written action is taken by less than all of the Directors entitled to vote, all Directors entitled to vote shall be notified immediately of its text and effective date. The failure to provide such notice, however, shall not invalidate such written action. A Director who has not signed or consented to the written action has no liability for the action or actions taken thereby. A written action is effective when it is signed by all of the Directors required to take the action unless a different effective time is provided in the written action. For purposes of this Section, an electronic signature satisfies the requirement of a signature so long as the electronic communication containing the electronic signature sets forth sufficient information from which the HDC can reasonably conclude that the communication was actually sent by the purported sender.

ARTICLE 6
Officers

6.1 Officers. The HDC shall have the following officers (“Officers”): a President, a Vice President, a Secretary, and a Treasurer, each of whom must be a natural person then serving as a Grid Representative or At-Large Director. Subject to these Bylaws, the Board of Directors may also elect or appoint one or more additional officers or assistant officers as it deems convenient or necessary. Except as provided in these Bylaws, the Board of Directors shall fix the powers and duties of all officers.
6.2 Election of Officers. The Officers shall be elected annually by the Board of Directors at the next regular Board of Directors meeting following the annual meeting of Members, and shall serve for terms of one (1) year. An officer shall hold office until his or her successor shall have been elected or until his or her prior death, resignation or removal from office as hereinafter provided.
6.3 Removal and Vacancies. Any Officer or agent elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the Directors then in office. Any vacancy in an Office shall be filled by action of the Board of Directors.
6.4 Nominating Committee. The President, or the presiding officer of the Board of Directors, shall appoint one or more Directors at the annual meeting of Members to serve as an Ad Hoc Nominating Committee. The Committee shall poll all Directors to determine who has an interest, availability, and capability to serve as a Board officer. The Committee shall make its recommendation for Officers to the Board of Directors at the next regular Board of Directors meeting. The recommendation of the Committee shall not prohibit the nomination of other eligible Directors for Officer positions.
6.5 President. The President shall be the presiding officer at all meetings of Members, the Board of Directors, and the Executive Committee. The President shall be responsible to the Board of Directors for carrying out the policies and directives of the Board of Directors and shall supervise the activities of the Vice President, Treasurer, Secretary, and HDC staff. The President may delegate responsibilities among the officers and other Directors as he or she deems appropriate to accomplish the purposes of the Board of Directors. The Board of Directors, from time to time, may delegate other duties to the President, as it deems necessary and appropriate.
6.5 Vice President. In the absence of the President, the Vice President shall preside at meetings of Members, the Board of Directors, and the Executive Committee. If President’s position becomes vacant, the Vice President shall assume the President’s authority and perform the President’s duties until such time as the Board of Directors elects a successor President to serve the remainder of the term. The Vice President also shall perform such other duties as are assigned by the Board of Directors.
6.6 Secretary. The Secretary shall be responsible for keeping the minutes of regular and special Board of Directors meetings and Executive Committee meetings, shall give or cause to be given any required notice of meetings of the Board of Directors and Members, and shall mail or otherwise deliver or cause to be delivered to all Directors at least five (5) days before the next regular meeting of the Board of Directors, along with the agenda for such meeting, copies of all actions and minutes of said proceedings, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The Secretary shall be responsible for all documents and records of the HDC, except those connected with the office of the Treasurer. In the absence of the President and the Vice President, the Secretary shall preside at meetings of Members, the Board of Directors, and the Executive Committee.
6.7 Treasurer. The Treasurer shall be responsible for maintaining the HDC’s financial books and records, financial reports, and financial filings with governmental agencies, for preparing all budget reports, and for responding to requests regarding the financial status of the HDC. The Treasurer also shall perform such other duties as may be prescribed by the Board of Directors from time to time. The Board of Directors may delegate the responsibilities of the Treasurer to one or more HDC employees, provided, however, that such individual(s) shall be subject to the oversight and control of the Treasurer. The Treasurer shall at all times retain the ultimate responsibility for the financial affairs of the HDC. In the absence of the President, the Vice President, and the Secretary, the Treasurer shall preside at meetings of Members, the Board of Directors, and the Executive Committee.
6.8 Delegation. If permitted by these Bylaws or by a resolution adopted by the Board of Directors, Officers may, without further action of the Board of Directors, delegate some or all of the duties and powers of an office to other persons, including, but not limited to, employees of the HDC. An Officer who delegates the duties or powers of an office remains subject to the standard of conduct for an Officer with respect to the discharge of the delegated duties and powers.

ARTICLE 7
Committees

7.1 Executive Committee. The Executive Committee shall consist of all Officers and the chairs of all Standing Committees. If the chair of a Standing Committee is absent from an Executive Committee meeting, the vice chair of such Standing Committee shall be entitled to participate in that Executive Committee meeting in the chair’s stead. The Executive Committee is responsible for creating a draft budget of the HDC for Board approval, personnel matters (including, but not limited to, salary recommendations), negotiating leases or contracts, and other items which the Board deems necessary or appropriate. The Executive Committee may take appropriate actions between regular or special Board meetings. The Executive Committee may not authorize expenditures of more than $500.00 without the consent of the Board. All actions of the Executive Committee shall be reviewed by the Board at the next regular Board meeting following the Executive Committee meeting at which the action was taken.
7.2 Standing Committees. There shall be three standing committees of the Board of Directors (“Standing Committees”), namely the Transportation, Community Engagement, and Community Development Committees. The responsibilities of the Standing Committees shall be as stated herein, plus such other responsibilities as shall be assigned from time to time by the Board of Directors.
(a) The Transportation Committee shall be responsible for all transportation related matters affecting the Highland Area, including, but not limited to, traffic (vehicular and pedestrian), parking, transit, and airport noise;
(b) The Community Engagement Committee shall be responsible for all recreation, social services, crime prevention, and environmental matters affecting the Highland Area, and as well as public safety matters affecting the Highland Area that are not otherwise within the jurisdiction of the Transportation Committee; and
(c) The Community Development Committee shall be responsible for all zoning, housing, building code, business, and economic development matters affecting the Highland Area.
7.3 Membership and Organization of Standing Committees.
(a) Each Standing Committee shall have at least seven members, but no more than nine members, at least five (5) of which and no more than 7 of which shall be Directors (which, for all purposes of this Article 7, shall include At-Large Alternates). Standing Committee assignments for Directors will be determined by Director preference and continuous seniority on the Board. If there are more Directors interested in a Standing Committee assignment than there are available openings and seniority does not resolve the question, assignments shall be determined by drawing, coin flip or another method agreed to by the affected Directors. The balance of the Standing Committee membership may consist of additional Directors and /or Community Members. Each Standing Committee also may appoint and rank up to two Community Members as alternates who may participate in Standing Committee meetings in place of absent Committee members.
(b) The Board of Directors shall appoint Community Members and alternates referred to in 7.3(a) upon recommendation of the respective committee.
(c) Each Standing Committee shall have a chair, a vice chair, and a secretary, who shall be elected by and from the membership of the Committee. The Committee chair and vice chair shall be Directors. The Committee chair shall call, publicize and organize meetings, shall report on the activities of the Committee, and shall keep track of the membership of the Committee. The vice chair shall perform the duties of the chair in the chair’s absence. The Committee secretary shall be responsible for reporting minutes of the Committee to the Committee, to the Executive Committee, and to the Board.
(d) Whenever a Standing Committee determines it to be appropriate, the Standing Committee may establish other sub-committees, ad hoc sub-committees, or task forces. Membership of such committees may include Directors and Community Members. The chair of any sub-committee, ad hoc sub-committee, or task force shall be a member of the Standing Committee that established such entity.
(e) Directors are not entitled to vote in meetings of Standing Committees of which they are not a member.
7.4 Procedures of Standing Committees.
(a) Each Standing Committee shall schedule regular meetings at least nine times per year.
(b) Attendance of a majority of the appointed members of a Standing Committee shall constitute a quorum. Attendance by at least three appointed members of any sub-committee, ad hoc sub-committee, and task force shall constitute a quorum.
(c) All Standing Committees shall report in writing to the Board of Directors. Minutes of Standing Committee activities shall be available at the HDC office by the following regularly scheduled Board of Directors meeting.
(d) Any action recommended by a Standing Committee shall be presented to and approved by the Board of Directors prior to any commitment or allocation of HDC funds.
(e) Each sub-committee, ad hoc sub-committee, and task force established by a Standing Committee shall “sunset” as a committee or task force six months after its creation. Such committees may be extended for additional periods of six months as the Standing Committee deems appropriate.
(f) Community Members shall hold their appointed position until the first regular meeting of the Standing Committee following the next regular Board of Directors meeting following the next Annual Meeting or until his or her death, resignation or removal by board action. For the purposes of removal, Community Members will be held to the same provisions as Directors contained in Section 4.14. The vacancy may be filled by the Board of Directors at its next regular meeting.
7.5 Other Committees. The Board of Directors may create such other committees as it deems necessary or appropriate. Any such committee, however, shall “sunset” six months (6) after its creation. Such committee may be extended for additional periods of six months as the Board of Directors deems appropriate.

ARTICLE 8
Parliamentary Authority

The rules contained in Robert’s Rules of Order, Newly Revised, shall govern in all cases where they are not inconsistent with HDC’s Articles of Incorporation, these Bylaws, or applicable law.

ARTICLE 9
Amendment of Bylaws

These Bylaws may be amended from time to time by a two-thirds vote of the Board of Directors present at a meeting of the Board of the Directors when a vote is held provided that written text of the proposed amendment has been distributed to the Directors at the previous regular Board of Directors meeting, except that the following changes must be approved by a two-thirds vote of the Members present at a meeting of Members when the vote is held: (a) changes to Articles 2, 3, and 9 of these Bylaws, (b) changes to the provisions of these Bylaws fixing the number of Directors or their classifications, qualifications, or terms of office, and (c) changes to the provisions of these Bylaws prescribing procedures for removing Directors and filling vacancies in the Board of Directors.

ARTICLE 10
Fiscal Year

The fiscal year of the HDC shall be the calendar year.

ARTICLE 11
Notices to Members

11.1 Written Notice. Whenever written notice to Members is required or authorized by these Bylaws, such notice requirement or authorization shall be satisfied, unless otherwise specifically provided in these Bylaws, if notice is (a) delivered to the Member’s residence by handing it to a person of suitable age living there or leaving it in a conspicuous place, (b) mailed to the last known residence of the Member by first-class mail, or (c) published in a newspaper of general circulation in the Highland Area.
11.2 Public Notice. Written notice to Members, as described in Section 11.1, shall be required prior to any final action of the Board of Directors that will advise any governmental agency of policy recommendations by the Board or the Board’s endorsement or approval of variances, waivers of building and zoning codes, changes in physical facilities, or capital improvements.

ARTICLE 12
Restrictions on Political Activities; Conflicts of Interest; Official HDC Positions

12.1 Political Activities. The HDC shall not participate or intervene in any political campaign on behalf of any candidate for public office. No Officer or Director shall permit his or her affiliation or position with the HDC to be used in any manner on behalf of, or in opposition to, any candidate for public office, or on behalf of, or in opposition to, issues on which the HDC has not taken a public position.
12.2 Candidacy for Public Office. Prior to any public announcement of his or her candidacy for elected public office, a Director or employee of HDC shall immediately resign from the Board of Directors or other HDC position.
12.3 Conflicts of Interest.
(a) Conflict of Interest. A “Conflict of Interest” on the part of a Director or committee member with respect to an issue means the Director or committee member has a material and direct personal or pecuniary interest on the issue that is not common to Members generally, and includes, but is not limited to, a personal relationship with a person involved in the issue (e.g., relative, personal friend); a material business relationship (contractual or professional) with a person involved in the issue; current employment by the organization, association, or other such entity or person involved in the issue; or a financial interest in the issue.
(b) Announcement. A Director or committee member shall announce the existence of a Conflict of Interest or possible Conflict of Interest on his or her part with respect to an issue before the Board or any of its committees prior to the beginning of discussion of such issue or as soon thereafter as the Director or committee member determines that there may be a Conflict of Interest.
(c) Determination. If a Director or committee member is uncertain whether a Conflict of Interest exists, he or she shall bring the matter to the attention of the Board of Directors, who shall determine if a Conflict of Interest exists.
(d) Recusal. A Director or committee member with a Conflict of Interest may not vote on the issue, and the minutes of the meeting shall reflect the existence of a Conflict of Interest and any vote of such Director or committee member shall be recorded as an abstention.
12.4 Official HDC Positions. No Director, HDC employee, or other person appointed by the Board of Directors to act as a representative of the HDC, when acting as a representative of the Board or the HDC, shall knowingly make statements or representations related to actions of the Board unless clearly stating, where true, that the position he or she is expressing or advocating is different from adopted HDC positions or that the HDC has adopted no position with respect to the issue. Only policy statements, positions, or other requests adopted by the Board of Directors are the official positions and actions of the Board.
12.5 Consequences of Violation. The violation of any of Sections 12.1 through 12.4 by a Director or HDC employee shall be grounds for immediate expulsion from the Board of Directors or employment of the HDC.

ARTICLE 13
Miscellaneous

13.1 Contracts. Contract and instruments may be signed and delivered in the name of and on behalf of the HDC by the President or Treasurer or such other Officer(s) or agent(s) of the HDC as the Board of Directors may authorize, and such authority may be either general or confined to specific instances. Contracts and other instruments entered into in the ordinary course of business may be executed by the President or, in the absence of and pursuant to a delegation by the President, by such Officer designated to act in the place of or in the absence of the President, without specific Board of Directors authorization.
13.2 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money issued in the name of the HDC shall be signed by the President or Treasurer or such other Officer(s) or agent(s) of the HDC as the Board of Directors may authorize, and such authority may be either general or confined to specific instances. and in such manner as shall be determined by resolution of the Board of Directors or by the President or Treasurer upon delegation by the Board of Directors.
13.3 Deposits. All funds of the HDC not otherwise employed shall be deposited from time to time to the credit of the HDC in such banks, trust companies or other depositories as the Board of Directors, or the President or Treasurer upon delegation by the Board of Directors, may select.
13.4 Maintenance of Records. The HDC shall keep correct and complete copies of its Articles of Incorporation and Bylaws, and minutes of meetings of Members, the Board of Directors, and committees having any of the authority of the Board of Directors for a period of five (5) years and correct and complete copies of its accounting and financial records for a period of seven (7) years. Such records shall be kept at the HDC’s registered office and shall be open to inspection upon the demand of any member of the Board of Directors of the HDC.
13.5 Corporate Seal. The HDC shall have no corporate seal.
13.6 Nondiscrimination. No activity of the HDC shall discriminate on account of the race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local commission, disability, sexual orientation, familial status, or age of any person.

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