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88-1027 WHITE - CITV CLERK � PINK - FINANCE G I�TY O F SA I NT PA U L Council �� CANARV - DEPARTMENT ///� BLUE - MAVOR File NO. /`� � C'�u cil Resolution � Presented By .�'�� :_-� Referred To ; Committee: Date Out of Committee By ' Date RESOLVED, that the proper City officials are hereby authorized and directed to execute an Agreement granting $1, 272 . 78 to the MERRIAM PARK COMMUNITY CENTER, INC . for the purpose of staging the Community Concert i�n the Park/Ice Cream Social to be held June 28 , 1988 , and coducted ,in accordance with Council approved guidelines dated August 12 , 1988 ; a copy of said Agreement to be kept on file and of record in the Department of Finance & Management Services. COUNCIL MEMBERS Yeas Nays Requested by Department of: Dimond C Y S �� In Favor Goswitz Rettroan sche;n�� Against Sonnen -ir5}� JU� � � y� Form App ed b Cit Att ey Adopted by Council: Date J`A� � Certified P�s• d by Council Secreta BY � By Approved lV1av r: Date _ aJUN 2,� 198� _ Approved by Mayor for Submission to Council By BY PUBUSNEO J U L '' - 2 1988 , �' ' . '��1�'�D �d��? I� o � ��N 10198 .N_ 014 5 8 9 � � MUNITY SE1tVICES� Dg pRTMENT • VIC WITTG NSTEIN CO ACT NAZlE � � , , . , .,: 7409 PH NE 6-6-88 DA B ; ' , . ASS U G R:I (See reverse side.) ' /�Depar�m nt Director I Mayor (qr Assistant) � Finance aad•-I�tanagement Serv es Director ,� City Clerk Budget frector ,, 5 a & Recreation City At omeq � � ; � T : I � (Clip all locations for' s nature.) , W . C 4 (Purpase/Rationale) � The Ci.ty ill grant $1,272.�78 from=,the Neigh�orhdod Fest�val Fund to the MERRIAM P RK COMMUNITY CEN R, INC. , for the p�.�pose of staging a community festival ; to be ld June 28, 1988. I� . RECEIyE,p c s E �xn c 'JUN p g lg8g $1,272.78 rom the Neighbor ood Festival Fund. �� . RECEtVED �.- . JUN 13 1988 N U A ER C G g ; OFFIC,E OF THE DIRECTOR (Mayor's sig ture not required i under $10,000.) DEPARTMENT OF F(NANCE AND MANAGEMENT SERVICES Total Am of Transsction: 1,272. 78 Activity Nwnber: 23143 Funding So ce: 325 - Spec 'al Services C01111CII . Research Center ATTACHMENTS: (List and number al 'I :attachments.) JUN 1 6 �988 1 Council esolution ! c ' e ' m , ar Camm 1 copy of rant request wit ! appropriate attachments DM I T V R AIIRES � ��Yes o Rules, Regulati , Procedures, or Budget Amendment required? `�Yes o If yes, are �he �r timetable attached? — ; -,_ DEPARTM W �I ; CITY ATTORNEY E�VIEW I � �'. �Yes �N Council resolution �Xequired? Resolution required? °'Yes _No �Yes _No Insurance required • Insurance sufficient? _Yes _No �� Yes _No Insurance attached � �. ' � � V' �' �� 8� ON OF �AR1C8 tdt RECREATION �yOMMUNITY FEBTIVAL UND • APPI,ICATION Date 4-13-88 C�eck One: Loan Grant xx Organization Name Merria,m Park Community Center, Inc. Description ot Orqani�atipn, brief history Merriam Park Corrumm.itv Center is __ a nrivate non-nrofit United�Wav funded corporation providing a variety of human services to the Merri�m Park area since 1939. Non-Profit Status 503c � Yes x No Don't Know Proj ect Coordinator Name � _Eri c N_ r herg - Address _ 2000 St. Anthony A'venue, St. Paul, MN 55104 Phone 645-0349 489-5390 day even�ng Project Description (purpo'se and impact on area) : Attach additional information if needed) ' A fami_1y-oriented nicnic- in �he Park followed by ice cream social. The evening will culminate with a perforrpance of the American Brass Revue in the natural amphitheatre in the park. 'Tl�ie event is scheduled for 'I�esday evening, June 28th, 1988. Ihis event is neighboxhood focused and will attract several hun re indivi - L�a1 s �nd families from the a�ea irrunediatelv sui•roundin� Merriam Park We hope to increase our sense of communuty and neighborliness through events such as this. We anti�ina .e increaSErinPig}�borhood cohesiveness resultin� in greater ability to prevent cr me and ncreased coop eration within the corrmiunity for a variety of undertakings. Tota� Amoun� Requested From Community Festival Fund:�1�72_7R , If this application is a. request for a c�rant, how do you plan to match it? Please be specific. (�Attach additional sheets if necessary) . _ We will match this grant with many voli.mteer and agency staff hours in planning and organizing the event itse�lf. Volunteer and staff time will be utilized for nublicity, foocl distribution,l! set-up, policing and clean-up. The Musician Performance Trust Fund will a�so contribute toward the ma.tcho ' � � . � � . ��'�/�°�� , � , , � If this application i5 a �request for a loan, how do you plan to repay it? Please be specific. (Attach additional sheets if necessary) . N�A � se ta tacb �e lollopina information �Q your aovlication: 1. Verification of nanprdfit status and copy of organizational by-laws 2. List of Officers or D�rectors 3 . Letter verifying orgamization's approval of the proposal 4. Previous year's budge� and financial statement, if applicable 5. Current balance sheet �;and income statement, if applicable 6. Proposed budget (expenses and income) for the activity (Estimated line item budget including revenue and expenses that will be made from loan or grant furids. 7. Evidence that insuran�e can be obtained by the organization 8. Plan for staging the f�estival event. - District Council #13 - Mer'riam Park Communit Council District council Review - Signature ` Z � Date of District Council R�eview p2. ( � COMMENTS: ' � Please send application to: Communi�y Festival Fund � Division of Parks and 'Recreation 200 City Hall Annex , 25 W. 4th St. , St. Paul, I�I .. . � ... . .. . �. . -... .... �� ,. ..�: :�.c�.�.. a��-,-� v.:��y�e¢H�-..:..:.:aw �.�.. .� . �: - � � ,J [`i _; ;,Y_: C�`.': � �.r�:: ' . , � � . : ... i � . . ''� �,�,. � �v:., .. ; ;, � . ,. , � ., ,� . . .� ... �n � �. . ..... .� ... -� _ . . , . . � . . , . . . . ... „;�.�„ . . . . . . ,.�. �� /v�l V , The Plan Merriam Park "Brass on the Grass" This community e�vent will start at 6 : 30 P.M. Tuesday, June 28th. I'rom (i : 30� to 7 : 30 T-ball games , family picnics , and ice cream social �will be conducted. From 7 : 30 - 9 : 30 the American Brass Re�vue will play for a concert in the Park. ' The City porta-s'tage , with electric line , and additional rubbish co'ntainers have been requisitioned. Police will be contacted for' additional security. No streets will be blocked off. No a'lcohol will be allowed. A local boy scout troop will be cbntracted for trash clean-up in addition to asking for the coo�eration of the public over the P.A. system. In case of rain �he performance will be moved in-doors or re-scheduled to a �ain date , as determined by our negoti- ations with the music�ans . � . t:.r . . . - .. � . . . .o....- . . - .. ..�.. .. , p . - i . ..... i A�',,PA�....._.... �.,�.- . . 4 a�R . ' ' _ ^` ' . _ :"� i � . . � . . i, . . .��.,x .. .. - � . .s ... 't'� _. .. . . �� - . . .. . . ; ��' ��r ' , April 20 , 1988 M�RRIAM PARK' S "BRASS ON THE GRASS" I� Budget , Direct Costs � usic - Amerlca Brass Revue 444, 78 Cup cakes for 700 � 238. 00 Ice Cream for 700 ' 140. 00 Supplies (plates , for!iks , spoons , trash liners , offiice supplies) 200 . 00 Publicity (flyers , poisters , ad) 250 . 00 Total Pestivali Pund Costs 1272 . 78 In-Kind Contributionsli ta time planning, set-ups , operation, clean-u�) 480. 00 $8 x 6 staff x li0 hours Volunteer time (plann,ing, set-up , operation, clean-up) 520 , 00 $8 x 13 x S hours Facility (space , phon� , ec{uipment , utilities) 150. 00 Insurance (provided) � Total In-kind �ontributions 1150. 00 Other contributions Musicians Per ormance Trust Fund 158 . 72 Total Other and Ir�-kind contribution 1308. 72 Total Festival Pur�d Contribution 1272 . 78 GRAND TOTAL Project Cdst 2581 . 50 ; �' S" a-�. . . . � `�'` � � ♦ . ' �i � �• �� . � O� ��- -i�� .. . �.. . ' ,. y .,- ��-1 �.-.. ;'. � . � � • , . �� - w � � ` � � � f � , ; I' ► � �.. � �'-r�� `✓ .', /! �� C �� ri li � � • ' . � y�� .Gt.1� ., �� . � • � (C//l��-L�i%`�.�� 'f�� l,t,t.�/, ��.t.-�i'`'.�t JL- . _ . - . - �- � � DEC 12 1955 , . , � , T�at�ro � ' 1 �C � � �� ; I�01�U t#�a'riara �At A�ni 'Oentar �. �� . '"7� �A�6 �w Rn t5o�t� Aire�� • �, • 8�. Pan1 b, l��ta I� ' � � Qk��lo�n� � It ie ths opiniAn o�' this ofi�c�� baasd uhon th�e rridsncs : praosnt�►d, that �o�u eboer� t lYan Prderal in�come t,a�c as � or�ani- sation d�rorib+d �n •sotipn (c)(3) cf the Intern�l Rsranu� Godo o f 19�, w i t iu �ha�rri tha L �►vu aa�n�n-g�i ssd and oprrab�d aaoc lu- � ' •i�],,�► for oMt'itta'Ls �d �cbr.at,�.Q� P�o� ; , � � _- • . ' A�ccordinp,ly� 3rou are� no L rsquired to f11e irrcae�s tax ro t�una � � � un1eR� �u chang• the char�cLer of your orgmization, LFr� pa�rpoaea ibr xfiich �ou were orgutibsd� or �our x�thod ot opor�Lion. Ar�r �uoh i , c1i��s s�ould be r�por t� ir��edi�bly � th� D�Ls trict Direc tor ot Zn brnal Rewnua tor yvur',dia tric t lA ord�sr fhat thoir •tf�c t upon yrour e�oaap t a Labus m�y be �de tortained� . requirnd,, ha�ev�srt to fil• an infonaation re burn, �I'1l �17111�� M1t11 ��M Dt..lt2'1Ct �2"OCtO� Ot j11tAt'17a1 �V'�IALS � or y+our dietrict eo 1c>ng ,si t}�,i� e�mption re�aine in •lf�ot. Thi,s — foYtt eaap► be ob triinsd hbn �t1r Dia ?io t Diroc tar �d !a t�quirod b� b� filsd on or befors th� 'fitte�nth d�pr of � ilfth nonth tollowir►g th� oloa� o f yoa�r s�nial �ocoun t,Lng oariod, � Con tribu tioru merie to� �►+ou iu�e deduc tible by the doncrs in coen- �puting their tar.able incaeb in the sarnt�r and to ths •xtent provid�d � by a�c tion 1T0 o f ths 195li' Cod�� Be9uss L�� lveaciss, doviss� or tr�an.elbra to or for your u�e are da�iuc tiDle in canputine t,hs value of th� taxabl• ee tate of a decedsnt fo r I�de r al e�ta te tax pur�o�e e in th� �w�ar arvi to the ex Len�t Provided by eec tions 2055 �nd 2106 of t?� 19�L C:oda. Qifte ot propert�r tu cr tor your uas are dedu�c tibl• in caapu tinE tax,�bls gif ta fo r . F�de�al gift Laat rurpose• in ths w�ntr and tn the eztent provided by ' NCLlAA 2�� Of � �� Cp'd,�� ' . I 1� �� ' Ctr� 6077 (�irv. ^�:� , • \ ` _ ,� _' 1 . C • .. ♦ � .• r�Y J .�. ' r �'.�. � � t ? - i`nttlaa r:tt Cazz,u�l'tT �t�� mo�. � . �"�''-��,�;�'�,:,.>� ; .=��r �. . ', � � ' , j - �";r`�.# ��.'• , ' �b linbility i� inc+itred b� you for th� -. �� H� , tax�s impo��d u�d�r � `. �.'�►� Aderal Ineur�noo Con�ribution� Act (social a�ouri tauc� � ; •' d' e) unl�w• � • . . ,r= rcu have tYled a waiver of er.e�aption c�rtit'icate in accor�lonc� vit� . ' : th� a��licabl� proviaio:� ;of euch Act,. Zn the sv+snt you d�sir� eocial ��+ourily covera�• for your, eQ,�lcyb�� or hav+e � � ' �� th� filing ot a wa�iver ot e�o�aptl.on c�rtii'ic�G you ahovld t.va th � ,��✓ �� aatter u,p vi th your Dl.a tri�t Diroc Lor ot Inbrnal Revrnw, � . ;.�,'� �. ;: , ,. . • Your •ttention ia calle�i to the proviiiotv ot s�ction 5�Q(c)(3� �:'� �, o f !he :n te rnal Revenue Ce�ie o f 195�1a undrr xhich your uoe�p aon ��t �, ,. �. be rowk�d if arpr auba trv�t�:al �art of ':;.. . c�rryin°� C�1 PMP�(;aj1d�� or ,othsrviis ��ur �c�iviti�• oonsl.�ta ot . � • • ta�p t.l.ng, to i.t�flu�nc.� l�gial�. ,.'., t3,nn, or if yau participaba in� or interv� in (inoludin� the .� � publiehin,; or �i.i�tribu t1n� �o t •ta b�ents) ►�:• �� T b�halt ot ar�r candi.d�b tbr rn�ylic olYY.a�, +�0� P��oal oa�►sign on . . . ,• �br tho pu��o� ot ��p'�Y�g thie rulln� to orriod ' • � which th� Int�rnal Re�►en�s °� • vith roanect , � Code o t 195b� is no t applic abl�, ar�r . rsf�roac� hz:ri� to a prnvi ion of ths 19.� Co�L aha1.1 M b+a�ed a ;'�•�� r�i�e:o n c• t o t h� c o r r d � vro v is i,oa ot ths 1939 Cod�� ' I'', �e Dii tric t D�..rec tor o f In tornal F�tveTUie, � .�, . • � ,.�-�, , i� b�i� �dris�d of thi� �o Lion. -�• i 2�s�.�rAqt,a . . �� i • � ' tbrtm oc:,o ��s t�,tlisaE '3�t�l �'•T�.�,�`��-S� �� T�u� v�rles' �t�r " ' . � o . Pa:� �L;=!� .asviov �Inc., to bo oaa�t :hs � : tbc.�ral imaw Eitz��nn3aa�t,►i�o rn�vi�Ib�'0�"�o�ti,o�a ].'a(6) ot t�o � ' � . I�'ros�r�ol &oTOac� Coas ot 3939. ;.� � � . . .. , . , , � . , • , • , : ;� . � , , ,: � . � . ; . . . t � . . � � . ', • �,'i.� • . ,'�� .. _ , ' pe� {��,s� ;.,,,„ ., oo� Ili.�t�rict� Ilirc�otair e I� tSiQn� P. Henry Necdh�D � � • L. A�ul (2) • �C �2�� ' Ch.Ls t, Pbne lo:U and �.. � , ��Pt �'QanisaLi,one Erar�ch � ' , . , --' .• ' .. , ,— i 1 • �� . . . - ' , .� . � � . . _. � . . �.-`da7 � � BYLAWS OF MERRIAM PARK COMMUNITY CENTER, INC. � • — ARTI Cl.E i . MEMBERS AND ME B R HIP MEETINGS . Section 1. Membe 'rship, Membership in the Corporation shall be one class an s a 1 be open o all people who have contributed at least Five Dollars ($5.00) to the �Sustaining Membership Fund of the Corporation. Membership in the Corpdration shall terminate automatically when a member has not made such a corjtribution at any time between the dates of the annual meetings of the Corporation. Section 2. Annual' Meeti�n_�9s. The Corporation shall hold a meeting of its mem e`6 rs annua y a , suc place, on a day, and at a time during the months of Marc��, A pril , or Ma y of e a c h y e a r a s d e t e r m i n e d b y t h e B o a r d o f Directors . The purpose� of the annual meeting shall be the holding of elections of the directprs, for consideration of reports, and for the transaction of such oth�r business as may properly corne before the meeting. Special meetings of the� members may be called by the Board of Directors or at the request in wri tirlg of 25� of the members of the Corporation. Section 3. Quorum� At all meetings of ine�nbers, 25 members or 25� of the mem ers ip, whic�iev�r is smaller, shall constitute a quorum, but less then a quorum may adjour`n the meeting from ti�ne to time. Section 4. Votin �� Each member present in person at a meeting of the Corporat�o s mem ers ip shall be entitled to one (1) vote. Voting by proxy shall not be permitted, , ARTI CL E I I. . ' BOA��6Ik�CTORS Section 1. ��C� om�positjon and Election. The business and affairs of this corporation s all man�gedTy a BoarcTof Oirectors of no fewer than twenty-one (21) nor more ',than thirty-nine (39) persons. pirectors shall be elected for a term ot three (3) year•s by the affirmative vote of a majority of the members present and voting at a duly held annual rneeting, and shall be so elected that the t�rms of approximately one-third (1/3) of the directors expire each year, The members of the Board of Directors shall be members in good standing of the Corporation. The Board of Directors shall have the power to fill va'cancies in its own number in the intervals between annual meetings of the Co;r�poration. Section 2. Nominatilons, The President may appoint a Nominating Commi te�e consist3ng�Ve (5) directors with authvrity to recommend to the Membership the names pf persons to serve as members of the Board of , Directors and as officers of the Carporation. Section 3. Meetings '�and Quorum. Meetings of the Board of Directors •shall��-at suc mi�anc�a such place as the Board shall designate and shall be called at the direction of the President or any five (5) �I . . � ��'"/°a� � -2- , members of the Board. Ong-third (1/3rd) of the Board of Directors shall constitute a quorum but less then a quorum may ad�ourn from time to time. � Section 4. Uotin , � Except where otherwise required by the laws of the State o�'Ffinnesota or he,Articles of Incorporation or Bylaws of this corporation, the Board of Directors shall take action by the affirmative � vote of a ma,�ority of theidirectors who are present at a duly held meeting. Section 5. Annual M�etin�, The annual meeting of the Board of Direc ors s a 1 ta e p ace irr�nediately following the ad�ournment of the annual meeting of the members of the Cor oration. the Board of Directors sh�all elect the officers of thetCorporation�toiserve for tl�e ensuing year and to transact such other buslness as may come before the meeting, 5ection 6. Resi nat�on. A director may resign at any time by submi n�`writ�en no Ce of resignation to the President or Secretary of this corporation. Such resignation shall be effective upon receipt thereof or upon such later date a$ may be specified in the written notice of resi gnati on. Section 7. Removal .� A director may be. removed at any time, with or , withou c�ause, at a speci�al meeting of the Board of pirectors called for such purpose by the affir�n ative vote of a ma�ority of the members of the Board of Directors then ii� aff ice, l� member of the 6oard shal l be automat9cally removed if he/she has not attended three cansecutive meetings of the Board of Directors�. Section 8. Com pe� nsation. The me�nbers of the Board of Directors of this corpora�-on 'sFiaiT—serve without compensation, but reasonable expenses incurred by them on behal�F of this corporation may be reimbursed when approved by the Board of Directors. , ARTICIE III . � �� Section 1 . De�s� i gn��at�ion. The officers of this Corporation shall consis��res�den�-,a�`Pice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may determine. The off.icers of this Corporation shall ha've such authority and duties, and shall serve for such terms of offlce, as �are prescribed in these Bylaws or, in the absence of such prescription, as determined by the Board of Directors. Section 2, Qualification and Term. Each officer shall be a member of this orpora on an a men er o �fi e-Aoard of Directors. Unless otherwise. specified at the time of �their election, each of the officers of this Corporation shall hold of;fice unti ) the next annual election, and until h1s or her successor 1s elected and qualifies, sub,�ect to his or her disqualification, resigna't9on or removal . There shall be no limit on the number of successive terms that an officer may serve. Section 3. Removalland Resi nation. Any officer may be removed at any t ime,wi��'or w; t ou cau e, y • �e a rmat i ve vote of a ma,��r i ty of the directors who are present' at a duly held special meeting called for that � - � , , ��-�oa 7 � , -3- purpose. Any officer may resign at ariy time by submitting a written notice of his or her resignat�on to the Presjdent or the Secretary of this Corporation. Such res3gnatior� shall be effect9ve upon receipt thereof or upon such other later �ate as may be specified in the written notice of resignation. � Sectlon 4. Fillirt Vacancies. Any vacancy caused by the death, disquaTi�ca�ion, res��na ion or removal of an officer shall be filled for the unexpired portion of the term by the affirmative vote of a ma�ority of the directors who are p�resent at a duly held meeting. Section 5. President, The President shall be the chief executive officer o e Corpora�on, subject to the directio n of the Board of Directors. Ne shall preside at all meetings of the members and directors. Section 6. Vice Pr�esident. In the absence or disability of the Presiden�e Vice- res,i en shall have the authority and perform the duties of the President. Section 7. Secretalry, The Secr•etary� shall kee a record proceec�ings o al�e-��gs of the members and directors and shallthave custody of all minute bobks and similar records of the Corporation. Section 8. Treasur�r. The Treasurer si�all safely keep and account for all moneys an fun s o��h�e corporation and other property �rhich may come into his hands. He shal � keep all moneys of the Corporation in such banks or depositories as may be designated therefore by the Board of Directors. Ne may be required by the Qoard of Directors to give bond for the faithful performance of his duties� in such amount as the Board shall determine. Section 9. Executlon of ContractS and Documents. Except as otherwise direc�e y �e Boar o irec ors, afi cT`on�rac s, eed, promissory notes, check, drafts, or other ir�struments calling for the payment of money shall be si gned by any two of f i�ers. EXECUTIII�E COh1MIT1'�C€�N�OTHER COMMITTEES. Section 1. Executive Committee. There shall be an Executive Committee of the�oard of Direc or�— s cons�s ng of the elected officers and two members at large elected from the rnembership oF the Board of Dlrectors at its annual meeting. The Executive Committee shall act only in the interim period between meetings of the Board of Directors and shall at all times be sub,ject to the control and direction of the Board of Directors. To the extent determiried by the directors, and as permitted by law, the Executive Comrnittee shall have the authority of the Board of Directors in the management of the business of this Corporatio'n. Me�nbers at large of the Executive Committee shall hold such office unti'1 the next annual meeting of the Board of Directors, and until their successors are elected and qualify, sub,ject to thejr disqualification, resignation or re�noval . A member at large of the Executive Commlttee may be removed and may resign in the same manner as for an officer of the Corporation. Meetings of the Executive Committee may be called, from time �o time, upon reyuest of the President or any two (2) members oF the Executive Caqmittee. , ' �G �-'`l/�� . , . V� � �4_ Section 2. Otlier C trnnittees. The Baard of Directors may appolnt or provi e or e appo m m �� o�`si�ch advi sory and admini strative commi ttees and their chairs from amdng the members of the Carporation as it sees fit and shall determine or provide for the determination of thely duties and functions. ARTI CLE V. NOTICE; V�AIVER OF A�TTC�;PLACE OF M�ETINGS Section l, Notice. Whenever under ttze provisions of the Articles of Incorpora �on or �$ylaws of this corporation notice of a meeting is required to be given to any member, director, officer or comrnittee member, it shall be construed to require vlritten notice. Such notice shall be given at least five (5) days a d no more than thirty (3U) days before the date the meeting is to be held. �uch notiGe may be yiven by personal deltvery� or by ma91, telegram or telegraphic letter a�dressed to such membPr, dlrector, cfficer or committee member at his ar i�er last known residence or business address, and such notice shall be deemed to have been given at the time when thus mailed or deposited in the telegrapt� office. The notjce shall state the time and pl ace of th meeti ng arid, wheri requi red by the Byl aws, the purposes of the meeting. Section 2, Waiver ef P�otice. Any director may execute a written wai ver o�no�ce o any mee j�ng-required to be g1 Y�1� by thp laws of the 5tate of Mnnesnta or by any provisions of the Articles of Incorporation or 6ylaws of this Corporatip�. Such �raiver may be executed efther before, at or after such meeting, and such waiver when sigried and filed as hereinafter provided sl�all be equivalent to notice. Such waiver shall be filed with the Secretary, who shall ent,er it upon the minutes or other records of that meeting. Appearance at a meeting by any dirertor shall he deemed a waiver of notice thereaf, unless tlie appear�nce 1s solely for the purpc�se of asserting the i l lega I i ty of tt�e �neeting. Section 3. Place of Meetin s. The Board of Directors may hold their meetings a�`such places�, �r�� er n this state or in any other state, as the ma,�ority of their number may fran time to time establish. Upon failure to appoint any other place, such meetings shall be held at the princlpal office of this Corporatfon. ARTICLE VI . , I N ?�N1N I�I CAfiI OPi To the full extentlpermitted by the Minnesota Nonprofit Corporation Act, as amended f ran tirne to time, or by other provisions of law, each person wfio was or is a party or is threatened to be made a party to any threatened, pending or completed actien, suit or proceedjng, wherever and by whomsoever brought (jncluding any such proceeciing, by or in tite right of the � corporation ), whether cfi�vil , criminal , administrative or investigative, by reason of the fact that 'he or she is or was a Mernber, director or officer of this corporation, or he or she is or was servjng at the specific request of the Board of Directors of ttiis Corporation as a dlrector, officer, employee or agent of another corporation, partnership, �oint venture, trust or other enterprlse, shall be indemnlfied by the corporation by a vote of the Board of Directors �gainst expenses, including attorneys' fees, �udg�nents, fines and am�unts paid in •settlement actually and reasonably , � . �� , , �� '�' incurred by such persoh in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a di�ector, officer, employee or agent of another corporatlon, partnersh�p, ,joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such corporation,. partnership, 3oint venture, trust or other enterprise. The indemniflcation provided by this Artic�e shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person ari�ses out of matters occurring before the adoption of this provision of the B',ylaws. ARTICLE VII . � DI SSOLUTI�N�A I�LZQ71DATION In the event of thle dissolution or liquidation of the corporate affairs of this Corporation, all property and assets remaining (after payment of costs and expenses inci�ent to the dissolution proceedings and aft�r payment, satisfaction, discharge or provision for liabil9ties of this corporation) shall be d� stributed for any charitable purpose as the Qoard of Directors shall direct, �or if the Board of Oir�ctors does not so direct, then exclusively for charitable purposes within the meaning of Sections 110(c), 501(c), 2055(a) and 2522(a) of the Internal Revenue Code of 1986, as amended and regulations lssued thereunder, or such other provisions of State or Federal law as may th�,en apply. ARTI Cl E VI I I , AMEN N 0 AWS These Bylaws may be amerided at any time and from time to time by the affirmative vote of two-�hirds of the directors who are present. at a duly held meeting. Notice of the meeting and of the proposed amendment shall be given in the manner set �'orth in these Bylaws. : .• . ...� (7� ISSUE DATE(MM/DD/Yl� \�A � .. ' ... • .. � 1 10-29-87 PRODUCER ' THIS CERTIFICATE�S ISSUEO AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIQHTS UPON THE CERTIFICATE HOLDER.THt3 CERTIFICATE DOES NOT AMEND, �1. A. LAIaG (�Q� EXTEND OR ALTER THE COVERA(3E AFFORDED BY THE POLICIES BELOW. 50b Farm Credit Services Bldg. � 375 Jackson street COMPANIES AFFORDING COVERAGE St. Paul, Minnesota 55101 � COMPANY A � �ErreR ST. PAUL FIRE AND MARINE 2NSURANCS Cp. CORAPANY INSURED LETfER B EMPLOYEE BEAIE�'I� ADMINISTRATION COMPANy MERRIIIM PARK CONII�lUIQITY CENTER� I2tC. ETfERNY C 2000 St. Anthony Avenue � /� St. Paul, Minnesota S5104 � �e°MEaNY p � COMPANY E IETTER • � • TNIS IS TO CERIIFY THAT POLICIES OF INSURANCE LIST 0 BELOW HAVE BEEN ISSUED TO THE INSUfiED NAMED ABOVE FOR THE POLICY FERIODINDICATED. NOTWITHSTANDING ANY REOUIREMENT,TERM OR CON�ITION OF ANY CONTRACT OR OTHER UOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORD�O BV TNE POLICIES DESCRIBED HEREIN IS SUBJECT TO qLL THE TERMS,EXCLUSION3,AND CONDI- TIONS OF SUCH POUCIES. C� TVPE OF INSURANCE POUCY NUMBER ��Y EFFECirvE POLICV El(PIRATION LIABILITY IIMITS IN THOUSANOS LTR DA/E(MMlDD/ri� DA1E(MM/DO/YYl EACH AGGREOATE OCCURRENCE GENERAL LIABIUTY g COMPREHENSIVE FORM ER 06301$71 1�1—SS 1�1�89 �DI�V $ $ u�uU�v x PREMISES/OPERATIONS PROPEarv UNDENGROUNO ' D�MqGE EXPLOSION 8 COLLAPSE fIAZAHD $ $ x PRODUCIS/COMPLEiED OPERATIONS ! X CONTRACTUAL i Connei°,eo $1,000 $ 1,000 x INDEPENDENT CONTRACTORS BROAD FORM PHOPERTY DAMAGE ! PERSONAL INJURY � PERSONAL INJURY $ InCl. AUTOMOBILE LIABILITY ��Y A ANY AUiO ER 06301�!71 1-1-88 1-1-89 `�� $ ALL OWNEO AUTOS(PRIV. PASS,) �y ALL OWNEO AUTOS��RH�ERPASSNI I ,� v�Eq r�i��Nr� $ • / HIRED AUTOS I � • PROPERTV NON�OWNED AUTOS ' onMnGE $ GARAGE LIABIUTY I BI 8 PD COMBINED $ EXCESS LIABILITY Rencwal O� A UMBRELLA FORM 563XE4042 ],—j�8$ . 1-1•.Qc) coMelNEO $j��Q $ ��0 OTHER TNAN UMBRELLA FORM I � STATUTORV WORKERS' COMPENSATION Rene�va Q B ANO �a0�95�81 1�1�88 1�1�.89 $ 100 (EACH ACCIUENT) EMPLOYERS' LIABILITY $ �o� (DISEASE�POLICV LIMIT) OTHER ____ ___ $ 00 (OISEASE EACH EMPLOYEE) A PROFESSIONAL LIAB. ER 063Q15'�1 1�1-88 1-1-89 $ 500. Each Person $1500. Total Limit A BOND ER 06301571 1-1-8t3 1-1�89 8010_00. DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS Qpj11 with I@Sp @Ct8 �O ttle Camp rehensive General Liab. & Professional Liability cvverage p�1rt. The County of Ramsey, fts Contracting Dept. and Officials & E�nployees are named as 1!�dditional Insured as respects claims arising fram the remises or o erations of Me=riam P�rk Comanunit Center Inc. • . � RAMSEY COUNTY HUMAN SERVICES SNOULD ANY OF THE ABOVE DESCHIBEO POLICIES 8E CANCELLED BEFORE THE EX- I.EO ELISt �C@�.10C3CJ BIVCj. PIRATIO �ATE THEREOF, THE 133UIN0 COMPANY WIIL eMOMMO�M+RO �M St. Paul, Minne�rota 55101 I MAIL O DAYS WIIITTEN NOTICE TO TNE CERTIFICATE NOLDER NAMED TO THE LEFT.LlHi�li�tlH�9irMIk8kJ6kkN@�lOEBNAkt Attention� Deloree Colby I �s►w�cwm � (1liT RIZED REPRESENTATIVE - r i • • � c`- ••� • ••� • •