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270925 �NHITE - CITV CLERK ('{ `+ PINK - FINANCE •� � CANAP ' - DEPARTMENT GITY OF- SAINT �AUL COUIICIl /-��i'� Bl_UE��- MAVOR 'd� File N 0. ` �� ' uncil Resolution Presented By �� Referred To Committee: Date Out of Committee By Date WHEREAS, The Lowertown district in Saint Paul represents a unique historical, architectural, social, and economic asset both to the City and to the region; and WHEREAS, Lowertown is in need of extensive rehabilitation and selective redevelopment in order to preserve and enhance its historic, architectural, social, and economic assets; and WHEREAS, The rehabilitation and redevelopment of the Lowertown district is needed in order to eliminate community blight, to lessen neighborhood tensions, to combat community deterioration, to provide employment opportunities for the residents of the area and the citizens of Saint Paul, to make opportunities available for underprivileged groups to own, manage and operate business enterprises in the area, and to provide housing in the area for persons of all income levels; and WHEREAS, The Lowertown community has demonstrated its concern with and interest in the need to rehabilitate and redevelop the Lowertown district; and WHEREAS, The McKnight Foundation has indicated its desire and readiness to commit a significant financial investment to the Lowertown area in order to revitalize the district; and WHEREAS, The proposed investment by the McKnight Foundation is unprecedented in its magnitude and potential impact, not only for the Lowertown district, but for the entire City as well; and WHEREAS, The establishment of the Lowertown Redevelopment Corporation has been proposed as a supporting organization to the City of Saint Paul; and COUNCILMEN Requested by Department of: Yeas N ays • In Favor _ __ Against BY — Form Approved by it Attor y Adopted by Council: Date Certified Passed by Council Secretary BY By _ Approved by Mayor: Date _ Approved by Mayor for Submission to Council By BY WHITE — CITV CLERK s�'f�� PINK — FINANCE GITY OF SAINT PALTL C A N A R V — D E P A R T M E N T C OU II C I I Qt F BLUE �— MAYOR File NO. r Council Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS, A Board of Directors for the Lowertown Redevelopment Corporation has been designated to work in connection with the City in carrying out the rehabilitation and redevelopment of the Lowertown district; now, therefore, be it RESOLVED, That the Mayor and members of the City Council pledge their full support for the proposed Lowertown project and for the efforts of the Lowertown Redevelopment Corporation and the McKnight Foundation; and, be it FURTHER RESOLVED, That the Mayor and members of the City Council hereby approve the Articles of Incorporation of the Lower- town Redevelopment Corporation and additionally approve the selection of the members of the Board of Directors designated in the Articles of Incorporation of the Lowertown Redevelopment Corporation; and, be it FURTHER RESOLVED, That the Mayor and City Council hereby approve the proposed By-Laws of the Lowertown Redevelopment Corporation; and, be it _ FURTHER RESOLVED, That the Mayor, Members of the City Council, and all appropriate City staff will continue to work in close co- operation with the Lowertown Redevelopment Corporation to provide assistance where necessary to ensure successful completion of the � proposed Lowertown project; and, be it FINALLY RESOLVED, That the Mayor and members of the City Council express their appreciation to the McKnight Foundation for the leader- ship, vision, and commitment which the Foundation has demonstrated in choosing to assist the City with the revitalization of Lowertown. -2- COU[VCILMEN Requested by Department of: Yeas Butler Nays � Houa [n Favor —�u,�- Levine O B Roediet - __ Against Y -- Sylvester Tedesco �l�� 0 ��7� Form Approved by C� y Attorney Adopte � Council� Date — Ce fied Pa• by Cou etary BY App ve by ;Vlayoc Dat '' Q�� '� Approved by Mayor for Submission to Council By — By PUBLISHEG APR � � ��'� �• ! �'�`�,��.� ARTICLES OF INCORPORATION OF LOWERTOWN REDEVELOPMENT CORPORATION The undersigned, for the purpose of forming a corporation pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes, Chapter 317, adopt the following Articles of Incorpora- tion: ARTICLE I The name of this corporation shall be "Lowertown Redevelopment Corporation." � ARTICLE II This corporation is organized and at all times shall be operated exclusively for charitable purposes within the meaning of that term as used in Section 501(c)(3) of the Internal Revenue Code of 1954, as now enacted or as hereafter amended, and, in furtherance of such charitable purposes, for the benefit of, to perform the functions of or to carry out the exclu- sively public purposes of the City of Saint Paul, Minnesota; and for such exclusively public purposes and not otherwise specifically (a) to aid, assist, and advise the City o� Saint Paul ia, and to engage in, the planning for and the redevelopment and improvement of the Lowertown area of the City of Saint Paul, thereby (i) to eliminate community blight, (ii) to lessen neighborhood tensions, (iii) to combat community deterioration, (iv) to provide employment opportunities for the residents of the area and the citizens of Saint Paul, (v) to make opportunities available for under- privileged groups to own, manage and operate business enterprises in the area, and (vi) to provide housing in the area for persons of all income levels; (b) to provide advice, support, funds, capital, gifts and all other lawful forms of assistance, financial or otherwise, to or for the use of the City of Saint Paul in connection with the redevelopment of the Lowertown area; and (c) to aid, support and assist by loans, guarantees, . investments and other lawful forms of assistance other persons or organizations seeking to redevelop and improve the Lowertown area. . For such purposes and not otherwise, this corporation shall have only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of � every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise and to own, hold, expend, make gifts, grants, and contributions of, and to convey, transfer _and dispose of any funds and property .and the income therefrom for the furtherance of the purposes of this corporation hereinabove set forth, or any of them, and to lease, mortgage, encumber, and use the same, and such �ther powers which are consistent with the foregoing purposes and which are afforded to the corporation by the Minnesota Nonprofit Corporation Act, and any further laws amendatory thereof and supplementary thereto . ARTICLE III This corporation does not and shall not, incidentally or other- wise, afford pecuniary gain to its members, directors, or officers; pzovided that this corporation may pay reasonable compensation for services rendered to or for the corporation in the performance of its purposes as . set forth in Article II hereof, and it may make payments and distributions -2- `+ s ` �... �"��j� in furtherance of one or more of its purposes as set forth in Article II hereof. No part of the property or the net earnings of this corporation or any other pecuniary gain or profit shall , directly or indirectly, be distributable to or otherwise inure to the benefit of any member, director, or officer, or any other person having a personal and private interest in the activities of the corporation. Notwithstanding any other provision of these Articles, this corporation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from federal income tax under Section SOl�c)(3) of the Internal Revenue Code of 1954, as now enacted or as hereafter amended, or (b) by a corporation, contributions to ' which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, as now enacted or as hereafter amended. ARTICLE ZV The period of duration of this corporation shall be perpetual. ARTICLE V � - The registered office of this corporation in the State of Minnesota shall be located in the City of Saint Paul, County of Ramsey, State of Minnesota. ARTICLE VI � (a) In the event of dissolution af this corporation, all of its then assets shall be distributed as follows : (i) The dissolution shall be conducted under court super- vision if required under the Statutes of the State of Minnesota, as now enacted or as hereafter amended, and the assets of this � -3- corporation shall be distributed in such manner and to or for the benefit of such organizations, causes, or projects as in the judgment of the Court will accomplish the general purposes for which the corporation was organized. (ii) If the dissolution under court supervision is not required under the Statutes of the State of Minnesota as now enacted or as hereafter amended, the assets of this corporation shall be distributed to or for the benefit of such organizations, causes, or � projects, for and to which gifts are deductible under Section 170(c) of the Internal Revenue Code of 1954, as now enacted or as hereafter amended, as the Board of Directors of the corporation shall determine . If the Internal Revenue Code, as hereafter amended, does not provide for such a deduction, then the distribution shall be made to the City of Saint Paul, Minnesota, for such public purposes as the Board of Directors of the corporation shall determine . (b) In the event of dissolution of this corporation, none of its assets will directly or indirectly be transferred to or in any other respect whatsoever inure to or for the benefit of any member, director, or officer of the corporation. ARTICLE VII � The names .and addresses of the incorporators, each of whom is a natural person of full age, are: Name Address . Maqor George Latimer City of Saint Paul 347 City Hall _ Saint Paul, MN 55102 -4- � � ��`?�� Name Address xobert Hess 544 Federal Courts Building 316 North Robert Street Saint Paul, MN 55101 Pastor Robert Murphy First Baptist Church 499 Wacouta Street Saint Paul, MN 55101 • ARTICLE VIII The members of this corporation shall consist solely and exclu- sively of the persons who constitute the directors of this corporation from time to time. When a person becomes a director of this corporation, such person shall concurrently with becoming such a director automatically . become and b� a member of this corporation, and when a person ceases to be a director of this corporation, such person shall concurrently with ceasing to be such a director automatically cease to be a member of this corporation. . � ARTICLE IX (a) The affairs of this corporation shall be managed by a Board . of Directors consisting of not less than five' (5) nor more than nine (9) persons. One of the directors of the corporation, designated as the "City Representative," shall be either (i) the Mayor of the City of Saint Paul, Minnesota, or (ii) a member of the City Couricil of the City of Saint Paul, Minnesota. The term of office of the City Representative shall be coterminous with such person's term of office as its said Mayor or as a member of said City Council, so that when the City Representative ceases to be either the said Mayor or a member of said City Council, such person shall concurrently therewith automatically cease to be a director of this -5- corporation serving as the City Representative; provided that nothing herein shall prohibit a former Mayor of said City or a former member of said City Council from being elected by the members to serve as a director of this corporation. The other directors of the corporation need not be affiliated or associated in any manner with the office of the Mayor or the City Council of Saint Paul, Minnesota. The term of office of each of the other directors shall be three (3) years, provided that the term of office of the persons serving as the first Board of Directors shall be until the date of the annual meeting of the members of this corporation in the year indicated opposite their names herein, and until successor directors shall have been elected and shall qualify. (b) The first Board of Directors of this corporation shall consis[ of seven (7) persons, including the present Mayor of the City of Saint Paul, Minnesota, as the "City Representative"; and the names and addresses of such directors and the year during which the term of office of each of the directors other than the City Representative expires are: City Representative: � � Name Address Mayor George Latimer City of Saint Paul 347 City Hall Saint Paul, Minnesota 55102 Other Directors: Term of Office Name Address Expires Carol Faricy 2211 St. Clair Avenue 1979 . Saint Paul, Minnesota 55101 Phil Nason First National Bank of St. Paul 1979 E-1220 First National Bank Building ' 332 Minnesota Street Saint Paul, Minnesota 55101 -6- Robert Hess 544 Federal Courts Building 1980 316 North Robert Street . Saint Paul, Minnesota 55101 Pastor Robert Murphy First Baptist Church 1980 499 Wacouta Street Saint Paul, Minnesota 55101 Norman Lorentzsen Burlington Northern, Incorporated. 1981 176 East Fifth Street Saint Paul, Minnesota 55101 Richard Slade Northwestern National Bank of 1981 Saint �Paul � 55 East Fifth Street Saint Paul, Minnesota 55101 (c) From time to time, the number of directors of this corpora- tion may be increased or diminished by vote of the members or of the Board of Directors of this corporation in accordance with the Bylaws of this corporation, but shall be not less than five (5) nor more than nine (9) in number. ARTICLE X Members, directors, and officers of this corporation shall not be . personally liable to any extent whatsoever for obligations of this corpora- tion. . ARTICLE %I This corporation shall have no capital stock, either authorized ' or issued. . ARTICLE RII The City Council of Saint Paul, Minnesota, mus.t approve any amend- ment to these Articles of Incorporation. -7- . �, , . �`��`?5 IN TESTIMONY WHEREOF, The undersigned incorporators have hereunto set their hands this day of , 1978. In Presence Of: � STATE OF MINNESOTA) ' ) SS. COUNTY OF RAMSEY ) On this day of , 1978, before me, a Notary � Public within and for said county, personally appeared Mayor George Latimer, Robert Hess and Pastor Robert Murphy, to me known to be the persons named as incorporators and who executed the foregoing Articles of •Incorporation, and they acknowledged that they executed the same as their free act and deed for the uses and purposes therein expressed. � Notary Public -8- • ' BYLAWS OF LOWERTOWN REDEVELOPMENT CORPORATION ARTICLE I. Offices, Corporate Seal Section 1.01. Registered Office. The registered office of the � corporation in Minnesota shall be that set forth in the Articles of Incorpo— ration or in the most recent amendment of the Articles of Incorporation or resolution of the directors f�led with the Secretary of State of Minnesota changing the registered office. Section 1.02. Other Offices . The corporation may have such other offices, within or without the State of Minnesota, as the directors shall from time to time determine. Section 1.03. Corporate Seal. The corporate seal shall be circular in form and shall have inscribed thereon the name of the corpora— tion and the word "Minnesota" and the words "Corporate Seal". . ARTICLE II. Members and Meetings of Members Section 2.01. Members . The members of the corporation shall consist solely and exclusively of the persons who constitute the directors . of the corporation from time to time . When a person becomes a director of the corporation he shall, concurrently with becoming such a director, automatically become and be a member of the corporation, and when a person ceases to be a director of the corporation :;e shall, concurrently with ceasing to be such a director, automatically cease to be a member of the corporation. Section 2.02. Property. No member shall have any right, title, or interest in or to the property of the cozporation. Section 2.03. Annual Meetings . The first annual meeting of the members shall be held on a day designated by the directors which shall not be more than sixteen (16) months after the date of incorporation. Each subsequent meeting shall be held on the same date of the same month, of if that date shall fall upon a legal holiday, on the next succeeding business day. Section 2.04. Special Meetings . A special meeting of the members for any purpose or purposes, unless otherwise prescribed by • statute, may be called at any time by the President or by the Board of Directors or by any two (2) or more members. Section 2.05. Place of Meeting. Each meeting of the members of the corporation shall be held at any place within or without the State of Minnesota, designated by the directors, and, in the absence of such designa- tion, shall be held at the registered office of the corporation in the State of Minnesota . Section 2.06. Notice of Meetings . Except as otherwise provided by statute and in these Bylaws, written notice of each meeting of the members, whether annual or special , shall be given not less than five (5) nor more than thirty (30) days before the day on which the meeting is to be held, to each member by mailing such notice in a postage prepaid envelope , addressed to him at his post office address as shown on the books of the corporation. Notice of any adjourned meeting of the members shall not be required to be given, except where expressly required by law. . _2_ Section 2.07. Quorum. At 'each meeting of the members, one-half (1/2) of the total• number of inembers present in person or by proxy (but not less than four (4)) shall constitute a quorum for the transaction of busi- ness, except where a greater percentage may. be required by statute. In the absence of a quorum, a majority of the members present in person or by proxq, or, in the absence of all the members, any officer entitled to pre- side or act as Secretary at such meeting, shall have the power to adjourn the meeting from time to time, until the requisite number of inembers shall be present or represented. At any such adjourned meeting at which a quorum . shall be present anq business may be transacted which might have been trans- acted at the meeting as originally called. Section 2.08. Voting. At each meeting of inembers, each member sball be entitled to- one (1) vote in person or by proxy on each matter to be voted upon at the meeting. At all meetings of the members, all matters (except in special cases where other provision may be made by statute or by Lbe Articles of Incorporation of the corporation) shall be decided by a majority of the votes cast by the members present in person or by proxy, a �uorum being present. Voting shall not be cumulative. Unless demanded by • a member present in person or by proxy at anq meeting, the vote on any question need not be by ballot. • ARTICLE III Board of Directors Section 3.01. General Powers . The property, affairs and busi- . ness af the corporation shall be managed by its Board of Directors. -3- ` �"��`�� Section 3.02. Number, Qualifications and Term of Office. The number of director's shall be not less than five (S) aor more than nine (9) , but from time to time the number may be increased to not more than nine (9), or may be diminished to not less than five (S) , by vote of the members or of the. Board of Directors of the corporation. Either (i) the Mayor of the City of Saint Paul, Minnesota, or (ii) a member of the City Council of the City of Saint Paul, Minnesota, shall be one of the directors of the corporation, aad such director shall be designated as the "City . Representative ." The term of�office of the City Representative shall be ' coterminous with such person's term of office as the said Mayor or as a member of said City Council , so that when the City Representative cease� to� be either the said Mayor or a member of said City Council, such person shall concurrently therewith automatically cease to be a director of the corporation, provided that nothing herein shall prohibit a former Mayor of said City or a former member of said City Council from being elected by the members to serve as a director of this corporation. The other directors of this corporation need not be affiliated or associated in any manner with the office of the Mayor or the City Council of Saint Paul, Minnesota. The term of office of each of the other directors shall be three (3) years, provided that the term of office of the persons serving as the first Board . vf Directors shall be until the annual meeting of the members as specified in the Articles of Incorporation of the corporation, and until his successor shall have been elected and shall qualify, or until his death, or until he shall resign, or until he shall ha�e been removed in the manner hereinafter provided. -4- Section 3.03. Organization. At each meeting of the Board of Direc- tors, the President of the corporation or, in his absence, a chairman chosen by a majority of the directors present, shall preside . The Secre- tary of the corporation or, in his absence, any person whom the chairman shall appoint, shall act as secretary of the meeting. Section 3.04. Resignation. Any director of the corporation may resign at any time by giving written notice to the President or to the Secretary of the corporation. The resignation of any director shall take effect at the time specified therein; and, unless otherwise specified there- in, the acceptance of such resignation shall not be necessary to make it ' effective . Section 3.05. Vacancies . Any vacancy in the Board of Directors caused by death, resignation, disqualification, removal, an increase in the number of directors in accordance with Section 3.02, or any other cause, maq be filled by a vote of the remaining directors (though less than a quorum) , and each director so chosen shall hold office for the unexpired term of his predecessor in office and until his successor shall be duly elected and qualified, unless sooner displaced. Section 3.06. Place of Meetings. The Board of Directors may hold its meetings at such place or places, within or without the State of Minnesota, as it may from time to time determine. Section 3.07. Annual Meeting. As soon as practicable after each annual election of directors, and preferably on the same day, the Board of Directors shall meet, at the place where such annual election of directo=s is held, or at such other place within or without the State of Minnesota as � -5- may be designated by the Board of Directors, for the purpose of electing the officers of the corporation and for the transaction of such other busi- ness as shall come before the meeting. Notice of such meeting need not be given if it is held at the place where the annual elec[ion of directors is held, but. if such annual meeting of the directors is to be held at anq other place, such other place shall be specified in a notice given as here- inafter provided for special meetings of the Board of Directors �or in a . consent and waiver of notice thereof signed by all the directors. Section 3.08. Regular Meetings . Regular meetings of the Board � of Directors shall be held from time to time at such time and place within or without the State of Minnesota as the Board may determine by resolu�ion adopted by a majority of the whole Board of Directors. Notice of regular meetings need not be� given. Section 3.09. Special Meetings ; Notice. Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors. Notice of each such special meeting shall be mailed to each director, addressed to him at his residence or usual place of busi- ness, at least two (2) days before the day on which the meeting is to be � held, or be delivered personally or by telephone, not later than one (1) day before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting, but need not state the purposes thereof except as otherwise herein expressly provided. Notice of anq meeting of the Board need not be given to any director who shall be present at such meeting; and any meeting of the Board shall be a legal -6- � �-'��`��`?� meeting without any notice thereof having been given, if all of the . directors of the corporation then in office shall be present thereat. Section 3. 10. Quorum and Manner of Acting. Except as otherwise provided by statute or by these Bylaws, one-half (1/2) of the total number of directors (but not less than four (4)) shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors preseat at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from • time to time until a quorum be had. Notice of any adjourned meeting need not be given. Section 3.11. Removal of Directors . Any director, other than the City Representative, maq be removed, either with or without cause, at any time, by a vote of a majority of the members of the corporation, at a special meeting of the members called for the purpose; and the vacancy in the Board of Directors caused by any such removal may be filled by the members at such meeting. ARTICLE IV. � Officers Section 4.01. Number. The officers of the corporation shall be ' a President, a Secretary, a Treasurer, and, if the Board shall so elect, one (1) or more Vice Presidents and such other officers as may be appointed by the Board of Directors. Any two (2) or more offices, except those of . President and Vice President, may be held by the same person. -7- Section 4.02. Election, Term of Office, and Qualifications . Tr.e officers shall be elected annually by the Board of Directors, and, except in the case of officers appointed in accordance with the provisions of Section 4.10, each shall hold office until the .next annual election of officers and until his successor shall have been duly elected and quali- fied, or until his death, or until he shall resign, or until he shall have been removed in the manner hereinafter provided. Officers need not be � directors. Section 4.03. Resignations . Any officer may resign at any time by giving written notice of his resignation to the Board of Directors, to the Pzesident or to the Secretary of the corporation. Any such resignation shall take effect at the time specified therein; and unless otherwise speci- fied therein, the acceptance of such resignation shall not be necessary to make it effective. � Section 4.04. Removal. Any officer may be removed, either with qr without cause, by a vote of the Board of Directors at a meeting called for the purpose, and such purpose shall be stated in the notice or waiver of natice of such meeting unless all the directors of the corporation shall be present thereat. Section 4.05. Vacancies . A vacancy in any office because of deaLh, resignation, removal or any other. cause shall be filled for the un- �pired portinn of the term in the manner prescribed in these Bylaws for ai�ctian or appointment to such office. , -8- Section 4.06. President. �The President shall be the chief exe- cutive officer of the corporation and shall have general active management of the business of the corporation. He shall, when present, preside at all meetings of the members and directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He may exe- cute and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instzuments pertaining to the business of the corporation, including, without limitation, any instruments necessary or appropriate to enable the corporation to donate income or princ�pal of the , corporation to or for the account of such organizations, causes, and projects described in the Articles of Incorporation of the corporation as the corporation was organized to support, and, in general, shall perform all duties usually incident to the office of President. He shall have such other duties as may from time to time be prescribed by the Board of Directors . Section 4.07. Vice President . Each Vice President, if any, shall be elected by the Board of Directors, shall have such powers and shall perform 3uch duties as may be specified in the Bylaws or prescribed bq the Board of Directors or by the President. In the event of absence or disability of the President, Vice President shall succeed to his power and • duties in the order designated by the Board of Directors. Section 4.08. Seczetary. The Secretary shall be Secretary of, and when present, shall record proceedings �f ineetings of the members and � Board of Directors . He shall, when directed to do so, give proper notice of ineetings of inembers and �directors. He shall keep the seal of the -9- ' , �� corporation and shall affix the same to any instrument requiring it and may, when necessary, attest the seal by his signature. He shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President and, in general, shall perform all duties incident to the office of Secretary. � Section 4.09. Treasurer. The Treasurer shall keep accurate accounts of all moneys of the corporation received or disbursed. He shall deposit all moneys, drafts and checks in the name of, and to the credit of, the corporation in such banks and depositaries as a majority of the whole Board of Directors shall from time to time designate. He shall have power to endorse for deposit all notes, checks, and drafts received by the corpo- ration. He shall disburse the funds of the corporation as ordered by the Board of Directors, making proper vouchers therefor . He shall render to .the President and the directors, whenever required, an account of all his transactions as Treasurer and of the financial condition of the corporation and shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President, and, in general, shall per- form all duties incident to the office of Treasurer. Section 4. 10. Other Officers . The corporation may have such other officers and agents as may be deemed necessary by the Board of Direc- tors, who shall be appointed in such manner , have such duties and hold their offices for such terms as may be determined by resolution of the , Board of Directors. -10- Section 4.11. Advisory Committees . The Board of Directors may establish an Advisory Committee or Committees composed of residents of the Lawertown area of the City of Saint Paul, Minnesota, owners or operators of businesses in said area and citizens of Saint Paul, Minnesota and others having an interest in the improvement of said area, as determined by the Board of Directors. Such Advisory Committee or Committees shall advise and aid the officers of the corporation and perform such duties as may be specifically directed by the Board of Directors from time to time. ARTICLE V. Books and Records, Audit, Fiscal Year Section 5.01. Books and Records . The Board ot Directors of the corporation shall cause to be kept: (1) records of all proceedings of inembers and directors; and (2) such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business. � Section 5.02. Documents Rept at Registered Office. The Board of Directors shall cause to be kept at the registered office of the corporation originals or copies of: (1) records of all proceedings of inembers and directors; and (2) Articles of Incorporation and Bylaws of the corporation and all amendments thereto. Section 5.03. Audit. The Board �f Directors shall cause the � records and books of account of the corporation to be audited at least once � in each fiscal year and at -such other times as it may deem necessary or appropriate. -11- r � �.��`��y� Section 5.04. Fiscal Year: The fiscal qear of the corporation shall be determiaed by the Board of Directors. ARTICLE VI. Waiver of Notice Whenever any notice whatsoever is required to be given by these Bqlaws or the Articles of Incorporation of the corporation or any of the corporate laws of the State of Minnesota, such notice may be waived in � writing, signed by the person or persons entitled to said notice, whether before, at or after the time stated therein or before, at or after the meeting. ARTICLE VII. Authorization Without A Meeting Any action that may be taken at a meeting of the members may be taken without a meeting if authorized in writing and signed by all the mem- bers who are entitled to notice of the meeting for such purpose. Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by all of the • directors. ARTICLE VIII. Amendments These Bylaws may be amended at any time and from time to time in any manner prescribed or permitted by Minnesota Statutes, Section 317.15, Subdivision 2, and Section 317.27, Subdivisi.ons 2, 3, and 4. -12- �� L7 � i� � � � • .. � J ) �9 Q C d�� f 4 °�� / / r � � ��l � /� 5 � �� -- J _ � � � �/ � ,� � lt � �� . 3 �� t� �6t � ` ` � L; �_ �l� �L��2-. �� L'1 f. � �� (S."� � � c S £ I � � � � , 1 ` �t � f1�4 �� J �� u � - L�` ��r, �� I 1 j �`� � � � � n � lJ l�� ^ � J� Tti < <t' `T ` 1 � j � _ , � l� ° ' �c'� � > S . �`�j,//� ({� ;"� �' ( J � E��f � � C � �� 22 � - �� `'� �� . � � 1� . � � S�/. _,�I ,( (/� 1 J y' �� 'C"G L C ��/t ( (.� -J � � �(.0 L�- `��. � 1 / . l � 4��c l�� •r E (r� �-'� �/G�C�