Eastside Pioneers Neighborhood Association
Article I: Name and Boundaries
Section 1: Name
This organization shall be known as the Eastside Pioneers Neighborhood Association (“ESPNA”).
Section 2: Boundaries
ESPNA shall include within its territory the area of Rochester, Minnesota described as follows (“Boundaries”):
Northern Boundary: Silver Creek from the junction at the Zumbro River east and southeast to the Dakota, Minnesota and Eastern/Canadian Pacific (DME/CP) Railroad Bridge located near the northwestern corner of the Federal Medical Center with the address of 2110 East Center Street, Rochester, MN.
Southern Boundary: The territory north of Fourth Street Southeast from 19th Ave SE, west to Bear Creek/Zumbro River.
Eastern Boundary: Beginning at the DME/CP Railroad Bridge and running back to the west, to a north-south line along the western berm of the Federal Medical Center and down 19th Avenue Southeast to the Fourth Street Southeast intersection.
Western Boundary: Bear Creek/Zumbro River from Fourth Street Southeast north to the junction of Silver Creek and the Zumbro River.
Article II: Purpose
The Association has as its purposes the following:
- To encourage ESPNA property owners and tenants to know their neighbors.
- To maintain as well as enhance property values and common interests in ESPNA while preserving neighborhood values.
- To promote safe neighborhoods.
- To speak with a united voice to the committees and commissions and other authoritative bodies for the city of Rochester on behalf of ESPNA and take such actions as may be appropriate to advance the interests of its residents and Members.
Article III: Members
Section 1: Eligibility
All those 18 years of age or older who reside within the territory described in Article I are members of the Association and are entitled to vote at its general meetings. All individuals who rent within the territory are members of the Association and entitled to one vote. All individuals who own property within the territory, even though they reside elsewhere, are members of the Association and entitled to one vote. Non-resident owners of multiple properties are entitled to just one vote. Any functional “bricks and mortar” corporation or other entity, physically located within the Association’s territory, is entitled to be a member and to designate an individual to cast one vote at general meetings of the Association. Specifically, there is one vote per business, corporation or other similar entity. There shall be no sub-contracting of votes to related businesses, corporations or other similar entities.
Section 2: Votes
Only members who are present at meetings shall be entitled to vote; there shall be no proxy voting. No member shall have more than one vote.
For general Association meetings, an “Association Quorum” is defined as the number of members present. For Board meetings, a Board Quorum is defined as five Board members. The Quorums as defined above shall be necessary for the transaction of all Association business.
Section 3: Non-Discrimination
ESPNA is bound by Minnesota state laws regarding non-discrimination. ESPNA will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, age, disability, national origin, income, or political affiliation in any of its policies, recommendations, or actions.
Section 4: Dues
No dues of any kind shall be assessed as a condition of membership.
Article IV: Officers
Section 1: Officers
Officers for the Association are President, Secretary/Treasurer and Board Members. The President and Secretary/Treasurer are automatically designated as Board Members. There shall be at least one and no more than seven additional Board Members. All Officers shall serve as the Board of Directors as set forth in Article VI. Officers shall perform the following duties:
The President shall preside at all meetings of the Association and of its Executive Board. The President shall prepare a tentative agenda. The President shall represent ESPNA to committees and commissions of the City of Rochester and shall perform other duties normally expected of a presiding Officer.
The President shall be an ex- officio member of all committees, and shall have signatory authority for checks drawn on the account of the Association. The President shall have the right to approve all statements made on behalf of the Association.
The Secretary/Treasurer shall be responsible for the minutes of meetings of the Association and of its Board of Directors. The Secretary shall also be responsible for the safe-keeping of all the official papers of ESPNA and for any fiscal functions which may be necessary. The Secretary/Treasurer shall comply with all statutory provisions of open meetings laws. The Secretary/Treasurer shall have signatory authority for checks drawn on the account of the Association.
c. Board of Director Members
There shall be at least one and no more than seven Board of Director members who are not the President or Secretary/Treasurer. These members shall be elected, as defined in Article IV, Section 3, on staggered terms such that no more than two members will be up for election at one time. The Board shall have the following responsibilities and powers subject to the approval of the President:
- Manage the daily affairs of the neighborhood association.
- Make decisions and represent the interests of the neighborhood association on all matters for which it is impractical to present to the membership in advance. All such actions shall be reported to the membership at the next regular meeting.
- Appoint committees to perform necessary functions and represent the neighborhood association on specified topics.
- Establish a plan for maintaining and encouraging involvement in the neighborhood association.
Section 2: Nominations
Candidates for each office may be self- nominated or nominated by any member at the Annual November Election meeting. Nominees must have a “Demonstrated Commitment of Service” to the neighborhood association. Demonstrated Commitment of Service in the ESPNA will be evidenced by previous, regular and positive involvement in ESPNA meetings, committees, and neighborhood issues. The goal is to encourage all neighborhood residents to become involved in the activities of the ESPNA but to also ensure that, if elected, all nominees will participate respectfully and responsibly.
With one exception, any candidate who is eligible to vote in the Association (as defined in Article III, Section 1) shall be eligible to hold any office of the Association. The sole exception is an Association Member whose eligibility is as the designee of a corporation or other entity conducting business within the Association’s territory.
Section 3: Election
Officers shall be elected by ballot of the general membership at the November Meeting. Election of Board of Director members shall be held on the same days as the nominations. Board members as well as the President and Secretary/ Treasurer shall be elected on staggered terms. That is to say that in 2013, board member seats 1 and 2 are up for election, in 2014, board member seats 3 and 4 as well as Secretary/Treasurer are up for election, and in 2015, board member seats 5 and 6 are up for election, and in 2016, board member seat 7 as well as neighborhood association President will be up for election.
To be eligible for a position on the Board of Directors, an Association Member must live in the neighborhood for at least one year. An Association Member cannot belong to or be a board member of any association or group that has, or could have a conflict of interest with the mission of the ESPNA defined in Article II. Determination of such conflict shall be determined by the existing ESPNA Board Members by a majority vote. In the event of a Board vacancy before the members term has expired, said vacancy shall be filled by 2/3 vote of Board members until said term expires.
If there is but one nominee for an office, at the ESPNA November election, the assembly may agree to dispense with the ballot vote. A majority vote is required for election. If there are more than two candidates for an office and no one receives the required majority on two successive ballots, only the two candidates with the greatest number of votes are eligible for election on the third ballot. A tie on the third ballot will be broken by lot.
Section 4: Vacancies
A vacancy in any of these offices may be filled by a majority vote of the remaining members of the Board of Directors at its next meeting following the existence of the vacancy. If the vacancy does not reduce the number of officers below the minimum set forth in Article IV, the Board may choose not to fill the vacancy. The Board may, by a two-thirds vote, also elect board members to fulfill the maximum compliment set forth in Article IV.
Article V: Meetings
Section 1: Regular Meetings
Meetings of the general membership shall be held at 7 PM on the second Thursday of each month and at such other times as called by the President and/or Board. Any non- ESPNA Association member of the public may attend such meetings. Notice of meetings shall be published in the ESPNA Official Newsletter and/or electronic medium and must include the location and time of the meeting.
Section 2: Annual Elections
The annual ESPNA Officer elections shall be held on the second Thursday in November. Newly elected Officers and Board of Director members take office at the adjournment of the Annual Elections.
Section 3: Emergency Meetings
In the case of an actual emergency, the President is authorized to call a meeting even if notice by Newsletter is not practical. The minutes of the meeting must describe the emergency and indicate why the meeting could not be delayed. A good-faith effort must be made to notify the public at large, especially those who have a special interest in the issue at hand. Only emergency issues may be acted upon at an emergency meeting.
Article VI: Board of Directors
Section 1: Membership
The Board of Directors shall consist of the elected officers as set forth in Article IV.
Section 2: General Powers
The Board shall manage the affairs of the ESPNA and shall have full authority to set ESPNA policy and speak to elected officials on behalf of ESPNA.
Section 3: Meetings
The Board of Directors shall meet at least every third month. Special meetings of the Board of Directors may be called by the President or by petition of three other members of the Board. A majority of the actual membership of the Board shall constitute a quorum for such meetings.
Section 4: Removal from the Board
Any member of the Board may be removed for cause at any meeting by a two-thirds vote of the Board members present, providing that written notice has been furnished to all Board members at least two weeks prior to said meeting.
Article VII: Amendment
These bylaws may be amended at any regular meeting of the Association, by a two-thirds vote, provided the proposed amendment is placed on the meeting agenda thirty days prior to the meeting date. In addition, Boundaries set forth in Article I may be changed only by unanimous vote of the Board of Directors.
Article VIII: Dissolution
If the Association is dissolved for any reason whatever, the Association’s assets, after payment of debts, will be distributed to an organization which is tax-exempt under the relevant provisions of the Internal Revenue Code and which exists for community service and not religious purposes.
Adopted by the General Membership March 14, 2013