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98-526Council File # �Z� l,�i\�17� RESOLUTION PAUL, MINNESO7'A r�z.. -�r-�� Referred To Green Sheet # lo O6la � � �[I�1 S � l� 1 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAINT PAUL SUPPORTING TAE 2 RESTRUCTURING OF SAINT PAUL RIVERFRONT CORPORATION, APPROVING A1V 3 AMEIVDMENT TO THE ARTICLES OF INCORPORATION OF THE SAINT PAUL RIVERFRONT 4 CORPORATTON, AND SELECT'ING CHRIS COLEMAN TO BE ONE OF TIiE CITY COUNCIL 5 REPRESENTATIVES TO THE CORPORATION 6 WF�REAS, the Ciry Council of the City of Saint Paul (the "City Council") has recently reviewed and endorsed 7 the ten principles set forth in the Saint Paui on the Mississippi Development Pramework (the "Framework"), 8 which signify a more integrated approach to city building; and 9 WHEREAS, Saint Paul Riverfront Cotporation (the "Corporation") has developed a proposal for its own 10 restructuring (the "Proposal") in a way that wili enable the Corporation to promote implementation of the design 11 principles and development plans articulated in and consistent with the Framework; and 12 WI�REAS, the Board of Directors of the Corporation has previously approved the Proposal, and its concept of 13 restructuring the Corporation in general accordance with the Framework, and has asked that the City Council 14 apgrove the necessary amendment of the Corporafion's Articles of Tncorporation, as required by Article XII of 15 such Articles of Incorporation; and 16 WI�REAS, the City Council has reviewed the Proposal and the Second Amended and Restated Articles of 17 Incorporation and Third Amendment and Restated Bylaws, which have been ptepared by the Corporation in 18 order to implement the Framework; and 19 WHEREAS, the City Council supports the restructuring of the Corparation described in the Proposal and in the 20 Second Amended and Restated Articles of Incorporaflon and the Third Amended and Restated Bylaws of the 21 Corporation; and ?2 WF�REAS, the Proposal provides for two members of the City Council to be members of the Corporation's ?3 Boazd of Directors, one being the President of the City Council or his or her designee, and the second being a ;4 City Council member selected by the City Council; and 5 WHEREAS, the President of the City Council has indicated his intention to designate Councilmember Mike 6 Harris to continue to serve on the Corparation Board as one of the City Councii Members, and Councilmember 7 Chris Coleman has indicated his interest in conYinuing his membership on the Board of Directors of the 3 Corporation. ) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul that: � 1. The Second Amended and Restated Articles of Incorporation are hereby approved in substantialiy the form submitted and attached hereto as Exhibit A. 1 2. The City Council hereby selects Chris Coleman to serve on the Corporation's Boazd of �" 5 � � 2 Directors in the directorship reserved for a City Council Member selected by the City 3 Council. The tezm of Chris Coleman's service on the Corporation shall be one yeaz, subject 4 to re-selection by the City Council, as provided in the Third Amended and Restated Bylaws. Requested by Department of: � Approved by Mayor: � Form Approved by City Attorney � Approved by Mayor for Submission to Council � � Adopted by Council: Date ��c.< �� 9 � � Adopflon Certified by Council etary � city coun�il B. Coleman June 24, 1998 wrz TOTAL # OF SIGNATURE PAGES GREEN SHEET ocr�uslB�r enFCtae �8 5Z� No 60661 rn,rca.n ❑ bfY�iTOONEY ❑ tlrvaiRK ❑ wuwcutsaxcrsaw. ❑ wuxu��acmi+ctta ❑wrae(ae.umm.wrl ❑ (CUP ALL LOCATIONS FOR SIGfdATl1RE� A Resolution supporting the restructuring of Saint Paul Riverfront Corporation, approving an Amendment to the Articles of IncoxporaCion of the Saint Paul Riverfront Coxporation, and selecting Chris Coleman to be one of the City Council representatives to the Corporation PLANNING CAMMISSION CIB CAMMITTEE dVIL SERVICE COMMISSfON tiesth� ce�soMrtm e✓er worked under a arit�act tor this depaAmem? VES NO Has Uis PeisoMrm e+er 6een a ci1Y emVloyee7 YES NO �s m� ve�so�� ao�s a�an ��sura� �r anv cu�m o�y �awy�v YE9 NO Is fhis P��rm a ter6eted oentloR YES NO Saint Paul Riverfront Corporation restructuredso the Corporation will be enabled to promote implementation of the design principles and develogment glans articulated in and consistent with the Framework. The Corporation will be enabled to promote implementation o£ the design principles and development plans articulated in and consistent with the Framework. None. Saint Paul Riverfront Corporation will not be restructured and would be unable to promote �°c�TB�'�' SOURCE INFORMATON (IXPWM COSi7RFVENUE BUWE7EO Iq2CLE ON� YE9 NO acrnm HursEre �o�ltt�� cS�:�?"=`�et Lw!'s'ci �!8 SZ � LS&D DR4FT June I2,1998 SAINT PAUL RIVERFRONT CORPORATION SECOND AME�IDED AND RESTATED ARTICLES OF iNCORPORATION EXHIBIT A I678300.01 9� sZ� LS&D DR.iFT June 12, 1998 ARTICLES OF AMENDMENT OF SAINT PAUL TVFRFRnNT O PORATION A.�I�iDED AND RESTATED ARTICLES OF INCORPORATION Originally Executed January 2$, 198� Amended and Restated June 22, 1994 Article L• Name Article II: Purposes and Powers Article III: Pecuniary Gain Prohibited Articie IV: I7uration Article V: Registered Office Article VI: Dissolution Article VII: IVo Members Article VIII: Action Without Meeting Article IX: Liabiliry Article X: Stock Articie XI: Amendments to Articles I618300.01 98 �SZ� LS&D DRAFT June I2, 1998 ARSICLES OF AME�iDMENT OF SAINT PAIiL RIVERFRONT CORPORATION A:�SENDED AND RESTATED ARTICLES OF INCORPORATION Pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317A and the Amended and Restated Articles of Incorporation of this Corporation, Saint Paui Riverfront Corporation has adopted and the City of Saint Paul, Minnesota has approved certain amendmenu to the Amended and Restated Articies of Incorporation of the Corporation. The foliowing Second Amended and Restated Articles of Incorporation incorporate all such amendments and restate, supersede, and take the place of the existing Amended and Restated Articles of Incorporation of River&ont Redevelopment Corporation. SECOND �VIENDED AND RESTATED ARTICLES OF INCORPORATIQN OF SAINT PAIJL RIVERFRONT CORPORATION ARTICLE I Name The name of this Corporation shail be the "Saint Paul Riverfront Corporation." ARTICLE II Pur�oses 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 Intemal Revenue Code of 1986, as now enacted or as hereafter amended, and, in furtherance of such charitable purposes, including the public purpose of the City of Saint Paul, Minnesota, shall primazily work towazd the City of Saint Paul's transformation into and maintenance as a model urban center. The Corporation shali also have ail of the powers afforded to it by the provisions of the Minnesota Nonprofit Corporation Act and all acts amendatory or supplementary thereof. 7678i00.01 �8-5Zb LS&D ORAFT June 72, 1998 ARTICLE III Pecuniarv Gain Prohibited This Corporation does not and shall not, incidentally or othenvise, afford pecuniary gain to its directors or officers procided that this Corporation may pay reasonable compensation for services rendered to or for the Corporation and may pay actual expenditures incutred on behalf of the Corporarion in the performance of its purposes as set forth in Article II hereof. No part of the property or the net eaznings of this Corporation or any other pecuniary gain or profit shall, directly or indirectly, be dishibutable 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 shail not cacry on any activity not permitted to be cazried on: (a) by a corporation exempt from federal income tas under Section 501(c)(3) of the Intemal Revenue Code of 1986, as now enacted or as hereafter amended, including but not limited to, the prohibition against any substantial pan of the activities of the Corporation being the carrying on of propaganda, attempting to otherwise influence legislation, or participating in, or intervening in any political campaign on behalf of any candidate for public o�ce, ot (b) by a corporation, contributions to which aze deducrible under Section 170(c)(2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE IV ratio The duration of this corporation shall be perQetual. ARTICLE V Registered Office The registered o�ce of this Corporation in the State of Minnesota shall be located at 745 Norwest Center Tower, �5 East Fifth Street, in the City of Saint Paul, County of Ramsey, State of Minnesota >j 101. ARTICLE VI Dissolution Upon dissolution of this Corporation, the boazd of directors shall, after paying or making provision for payment of ali of the liabilities of the Corporation, distribute the assets of the 2 1618i00A1 9�' Sz� LS&D DRAFT June I2, 1998 Corporation to such oreanization or organizations, as the boazd may determine, wiuch aze organized and operated exclusively for charitable purposes and which qualify as exempt organizations under Section 501(c}(3) of the Tnternal Revenue Code of 1986, as now enacted or as hereafter amended. :�ny assets not so disposed of shail be disposed of by the district court of the county in which the principal office of the CorporaUOn is then located, exclusively for such purposes or to such orsanization or organizarions, as said court shall determine, which aze organized and operated for such purposes. No distribution of the assets of this Corporation shall ever be made to or inure to the benefit of any member, director or officer of this Corporation, or to any private individual within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE VII No Members The corporarion shall not have members. ARTICLEVIII Action Without Meeting Any action required or permitted to be taken at a meeting of the board of directors may b� taken without a meeting if authorized by a writing or writings signed by the number of directors that would be required to take the same action at a meefing of the boazd of directors at which all directors were present; provided that when action is taken by less than all directors, ali directors must be notified immediately of its text and effective date; and provided further than the written action shall be effective �chen siened by the required number of directors, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action is not liable for the action. ARTICLE IX iabiti Directors and officers of this Corporation shall not be personally liabie to any extent whatsoever for obligations of this Corporation. ARTICLE X Stock This Corporation shall have no capital stock, either authorized or issued. 1678300.OI 9'8�sa� LS&D DRAFT June 11, 7998 ARTICLE XI Amendments to Articles The City Council of Saint Pau1, Minnesota, must approve any amendment to these Articles of Incorporafion. Dated: Secretary 0 �e�s,00.o� 98-5�� D�� June 12, 7998 �. .. . .� . _ -��_.�., •:'�:� �► SECON AMENDED AND RESTATED ARTICLES OF INCORPORATION I678iW.04 9� sz� LS&D DRAFT June 12, 1998 � � • . � � . . ., . � � � r�d_. • • �� ' � � �. .�e.a.�_ AIvIEi��ED AND RESTATED ARTICLES OF NCORPORATION Originally Executed January 28, 1985 A�ended and Restated June 22 1994 Article kI: Name Article ��: Purposes and Powers Articie 3II�: r....a:,..,. „ vr. , .e_ , ...«pecuniary_Gain Prohibited Article 4IV: Duration Article �V: Registered Office Article 6VI: Dissolution Article �VII: No Members . Article �3VII�: Action Without Meeting Article �-BIX: Liability Article �X: Stock Article�X�: Amendments to Articles 1678300.01 98 sz� LS&D DRAFT June I2, 1998 ARTICLES OF .��IENDMENT OF DTSIFDL'D(1hTT O r� �r�s no�,rc�rr SAINT PAUi RIVF F ONT CORPORATION AIRENDED AND RF_STATED ARTICLES OF INCORPORATION Pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317A and the Amended and Restated Articles of In orporation of is Corporation, F.14P"�'^^' D a , ��TM�-- �� Saint Paui Riverfront Corporarion has adopted and the City of aint Pa �l Minnesota has approved certain amendments to � the Amended d Re tated Articies of Incotporation�f t e C�oration. The following eco Amended and Restated Articles of Incorporation incorporate a!1 such amendments and restate, supersede, and take the place of thgexisting Amended and Re tated Articles of Incorporation of Riverfront Redevelopment Corporation. SEC�ND AiviE1VDED AND RESTATED ARTICLES OF INCORPORATION OF SAIN_ T_ PAI;L RIVERFRONT �n��.-�� ARTICLE I Name The name of this Corporation shall be the "Saint Paul Riverfront Corporation." ARTICLE II Purooses This Corporation is organized and at a11 times sha11 be operated exclusively for charitable purposes within the meaning of that term as used in Section 501(c}(3) of the Intemal Revenue Code of �1-5414$(, as now enacted or as hereafter amended, and, in furtherance of such charitable purposes, including the public purpose of the City of Saint Paul, Minnesota,--i� . YA i'ni: tl. .1 .7' ,7 .] }} � nl .�1C r,. L. t'� [c¢c� �P�PFi8�3E3t��t-�rt� F� nr t- rl.e \,f: D' .i !' ',] t n• ,.: APai�a711c /� � 'A .7 d_.u. �r «4.e �`:e.. ..F a_ � n___t _ � . > > \ / _"� ' _ __b_b_ �m»iam�nr�f c t� c n i_ut.,o,.�.,..., n.� n ,,,-- -'---' ,. , 1-I-� t6'8300 al 9� Sz� LS&D DR9FT June 12, 1998 ._ .: - --- - o: -- - - - - - - - : - - - - ' :-: - ' ' ' " ' " ' ' " :' " : " :a � .: : • • ' ' ' ' . ' C L. t..tl.,.�..�..e tL:.. ,. 1, il L. 1 L. r yr� rP fliliT A L. .7 ' ' l. hl... C ..e�...:« .. ................ :.....1..A:.-,_ at' __""__ " ___""__ __� __'1—__�� ..� ....... .�... .....r+..+...... ..�• D b > D 7 .:...7 ..A ..t...... .,1...�..,,,,_.__ ..L_at__ t_. '_t___ Y f" J � " — � > > a . .. v e > e e e e m'llu� , •:c•^ .,.7 '.«..;1..,.: .,c ..a _c__ _> >� _c c_ ,_ a c ___' " ___ ' ____ ___ E 9E8 .». a �' � �.,,,, � � «t,.. �.«.t,,._,...,.,. ,.r .�' _ —__" 'r .v" '_____ __ _ > e > > �flRil:nyr_ .L:..1. :n�e..♦ ..:tl, al.e C.. .i 7..' 1. CC i i b ` �P - ' > Thar- �-a �••Y � �- �hall primarilv work towazd the Citv of Saint Paul's transformation into and maintenance a model urb n center The or�oration shall also have all of the pow afforded to it bv the�rovisions of the Minnesota Non}�rofit Cor�oration Act and all acts amendatorv or suovlementary thereof ARTICLE III Pecuniarv Gain Prohibited This Corporation does not and shall not, incidentally or otherwise, afford pecuniary g�ain to its directors or officers provided that this eCorporation may pay reasonable compensation for services rendered to or for the eCorporation and ma�p�y actual exoenditures incurred on behalf of the Corporation in the performance of its purposes as set forth in Article II�hereof, �~a ��:n� m �l.,.......... a ,t• :�:ti.,��,,.,..:., a..+t,,._....,... ,.c,.__ -_.'-_-- -r ----- - r- _,- . r � --- - �"'`"' °_� T �-'��`. No part of the proper[y or the net eamings of this E�orporation or any other pecuniary gain or profit shall, directly or indirectly, be distributable to or othenvise inure to the benefit of any member, director, or officer or any other person having a personal and private interest in the acti��ities of the eCorporation. Notwithstanding any other provision of these Articles, this Corporation shall not carry on any activity not permitted to be carried on: (a) b�� a corporation exempt from federal income tax under Section 501(c)(3) of the Intemal Revenue Code of 1986, as now enacted or as hereafter amended, includina but not limited to the prohibition against any substantial part of the activities of the Cor�oration being the carrving on of pro�aganda. attem tina to otherwise influence leaislation or participatin� 2� 16i3i00.01 98sZ� LS&D DRAFT June 12, 1998 in o�intervening in any �olitic�a��n on behalf of anY candidate for public office or @) by a corporation, contributions to which aze deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE IV ur ti The duration of this corporation shall be perpetual. ARTICLE V Registered Office The registered office of this sCorporation in the State of Minnesota shall be located at 'zan (-:,., v..ttrr,..,...t,,.,,�� i c�:r,,... v_r�___ .�___� ___ ��45 Norwest Center Tower_ 5 Eds Fiftll treet, in the City of Saint Paul, Counry of Ramsey, State of Minnesota 5510��. ARTTCLE VI Dissoluuon Upon dissolution of �t i e�orporation, the board of directors shall, after paying or making provisian for payment of ali of the liabilities of the eCorporation, distribute the assets of the eCorporation to such organization or organizations, as the boazd may determine, which aze organized and operated exclusively for charitabl? ea__..' .:.....:. ... ...:....�:�:� purposes and which qualify as exempt organizations under Sections 501(c}(3) ��^°'�'�� - �^� of the Internal even e Code of 1986. as now enacted or as her after amend d. Any assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the s�orporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which aze organized and operated exclusively for such purposes. 1Vo distribution of the assets of thi or�oration shali ever b made to or inure to the benefit of anv member. director or officer of this Corporatio_n. or to �;y_.private individual within the meaning of Section 501(c2 �l o the Intemal Revenue Code of 1986 as now enacted or as hereafter amended ARTICLE VII No Memberc The corporation shall not have members. 3�3 1678iQ0Al 98-5z� LS&D DRAFT June I2,1998 _.�,iiiiii '- - - - - - - - - - - - • - - -- - - - • - - . - - � - - - • �- -- - ' - - - - - �- - - '-• • - - - - - - - - - r' - - ' - - - ' - '- -- � - - ' '-• -- -- -- --- o - � '- • - • . � ' • _ • - � - - - - ' �-' - _ � � - - - -' - - - - a ' " ' ' ' ' _ ' '- • ARTICLE-�VIII Action Without MeetinE Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meetine if authorized by a writin� or writings 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 that when action is taken by Iess than a11 directors, all directors must be notified immediately of its text and effective date; and provided further than the written 4}3 ie-a;oaai 9�=s�� LS&D DR9FT June 12, 1998 action shail be effective when signed by the required number of directors, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A duector who does not sign or consent to the written action is not liable for the action. ARTICLE IX ia ili Directors and officers of this s�orporation shall not be personally liable to any extent whatsoever for obligations of this s�orporation. ARTICLE X� t ck This sCorpontion shail have no capital stock, either authorized or issued. ARTICLE XI� Amendments to Articles The City Council of Saint Paui, Minnesota, must approve any amendment to these Articles of Incorporation. Dated: Secretary � I6J8300.01 �8 sz � LS&D DRAFT June I2, I998 SAINT PAUL RIVERFRONT CORPORATION ��'�� AMBNDED AND RESTATED BYLAWS 1678292.01 9� �sz� LS&D DRAFT lune 12, 1998 TABLE OF CONTENTS PaQe ARTICLE I O�ces .................... Section 1.01 Registered Office... Section i.02 Other Offices.......... ARTICLE II Purposes ................ ........................................................................1 � ........................................................................ i � ........................................................................1 �- ........................................................................1 � ART'ICLE III Board of Directors ...................................................................................................2� Section 3.01 General Powers .............................................................................................2� Section 3.02 Number and Term of OfFice ..........................................................................2� Section 3.03 Organization ..................................................................................................44 Section Resisnation ...................................................................................................�� Section 0� Vacancies ......................................................................................................53 Section 3.05 Annual Meeting ............................................................................................�� Section 3.07 Regular Meetines ..........................................................................................�� ection 3.08 Special Meetin2s ...........................................................................................�� Section 3.09 Notice of Meetings ........................................................................................�» Section 3.1� Ouorum and Manner of Actin�, .....................................................................E6 Section 3 11 Removal of Directors ....................................................................................7g Section 3 12 Executive Committee ....................................................................................7� Section 3.13 Finance Committee .......................................................................................88 Section 3.15 Other Committees .......................................................................................10� Section 3 16 Removal of Non-Director Committee Members .......................................��1$ ARTICLE IV Officers ............... ....................................................................10-1-9 Section Number .....................................................................................................10�-8 Section 4 02 Election Term of Office and Oualifications ............................................10�-9 Section 4.03 Resignations ..............................................................................................1 l� Section Removal ....................................................................................................t I� Section 4.05 Vacancies ..................................................................................................�}-1- Section 4.06 Executive Director ....................................................................................�� I6782$ 01 � t 9�-Sz� LS&D DRAFT June I2,1998 Section4.07 Chair of the Boazd .....................................................................................12�-3 Section 4 08 Vice Chair ofthe Board ............................................................................��-3 Section Secretarv ................................................................................°-....-.°-....---�-�? Section4 10 Treasurer ...................................................................................................13�3 Section 4 11 Assi�rant Tre t rnr ....................................................................................1�-�' Section Other Officers ...........................................................................................13�3 ARTICLE V Books and Records, Audit, Fiscal Yeaz ...............................................................13� Section S.dI Books �nd Records ...................................................................................14�-3 SecYion 5 02 Documents Ke�t at Registered O�ce ......................................................14�4 Secrion5.03 Audit .........................................................................................................14-1�4 Section5 04 Fiscal Year ................................................................................................14�4 ARTICLE VI WaiverofNotice....... ................................................................14�4 ARTICLEVII Meetings ............................................................................................................14�4 �ection 7.01 AuthorizaTion Without a Meeting .............................................................1�-�4 �ection 7 02 Meering Via Electronic Communications .................................................�-K Section 7.03 Partici an rion by Electronic Communications ...........................................15-13 ARTTCLE VIII Amendments ....................................................................................................16�-5 1678292.01 11�� jl 1} LS&D ARA�T �` June 12, 1998 ��THIRD AMENDED A1VD RESTATED BYLAWS OF SAiNT PAUL RIVERFRONT CORPORATION ARTICLE I ces Section 1 01 Registered Office. The registered office of the corporation in Minnesota shall be that set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or resolution of the directors filed with the Secretary of State of Minnesota changing the registered office. �ection lA2 Other OfFces. The corporation may have such other offices, within or without the State of Mi�esota, as the directozs shall from time to time determine. ARTICLE II Purooses The co oration is or;anized and at all times shall be o�erated exclusivelv for charitable �.urposes within the meaning of that term as used in Section 501(c1�3� of the Intemal Revenue C9de of 1986 as now enacted or as hereafter a ended and in furtherance of such charitable purposes includine the �ublic purpose of the Citv of Saint Paul Minnesota shall grimarilv work towazd the Citv of Saint Paul's transformation into and maintenance a a model urban center T �e corooration's ourr�oses include but aze not limited to,�zromo�no the imnlementation of the design principtes and develo ment nlans articulated in or coneicrent with the Saint Paui on the Mississipni Framework a�d t ou h that work to ja� achieve a roadlv based communitv understanding of and su�l.port for the vision for the C"*v of Saint Paul's deveionment and broad based communitv articipation in activities and events that contribute to the achievement of the vision• j��encoura�e p� ose I consistent and int�rate�lanning for the City of Saint P�u�, 1678292.01 �'�-�sz� LS&D DRAFT June 12, 1998 adherence t� high st nd *d of �rb n d ign and the ado�tion of a long term view 'n ignifican develo�ment decisions (cl stimulate commercial and other business investment in the Citv of �int Paul in a wav that contributes to an i�rovement in the qualitv of life for ali who live and work in the Citv of Saint PauI: Ll facilitate deveIo�ment of housing oRpor[uniries in the dQwntown and adjacent areas of the City of Saint Paul frLr people at a range of income I�• (e) r�lize the advanta�es to the Citv of Saint Paul to be d�rived from mixed-use develonment and achieve an a�2propriate balance among commercial residential culb�ral recreational nd industrial uses• (fl restore the heauty and conserve the richness of the natural environment of the Mississipni Ricer vall� through the imniementation of ecologicai standards restoration of the ecolosv of the river oark and the oursuit of conservation-based development (g) build on the �en�ths of the City of Saint Paul's neighborhoodc bv enhancin� their access and connections to the river and to the cultural and business resources of the downtown• and (h�rovide additional �ublic snaces for recreation and e�jovment of the resources of the Citv of Saint Paul and the riverfroi t. ARTICLE III Board of Directars Section 3.01 General Powers. The property, affairs and business of the corporation shall be managed by or under the direction of its boazd of directors. �ection 3 02 Number and Term of Office. The affairs of this corporation shall be managed by a board of directors consisting of not less than _:�-(S) twentv (201 nor more than =��°�a-thim-fi��e (�43�) persons. �ve-Eleven �i ll of the directors of the corporation; shail be (i) the Mayor of the City of Saint Paul, Minnesota, or the Mayor's designee, (ii) the President of 16�8?9? 07 2 t Z� 98 �5.� LS&D DRAFT June 12,1998 he Saint Paul Citv�ouncil or the PresidenYs des4anee (iiil � ne additional members o£ the Saint Paul City Council aggei�e�selected on an annual basis by �'�°'�^-.�� .•��'- «�-° � � � £�iE-the Clty CotlllCil, �iii-1 khr�Tlirna.mr rif t� r" � r c o ��T• n� Pl�nnina - �'� n � r ;°�D�*��°7 ��qv) the Chair of the Ramsev Countv Bo��1 of Commissioners or the Chair's desf�,*nee (vl ao.�e additional member of the Ramsey Counry Board of Commissioners, �e�te�- on an annual basis by the �oard of Commissioners fvi) two members of Lhe tate of Minne ota Legslature e e t d on an annual basis by the May�r (vii the Chair of the Saint Paul Port Authoritv or the Chair's de ienee (viiil the Chair 9f the Metropolit�n Councit or the Chair's de it.gnee �) the Chair of the Canital City artnership or the Chair's de ignee and Ll the Chair of the Saint Paut Area Ch mber of Commerce or the Chair's designee *��; v: �.:«� .y �� o.,. „r .w., �:.., r,.....,.:, The term of office as director of the cotporation for the Mayor_ °�a ''�° TM�°��- �f D�'T' President of the Sain� Paul Ci� CounciI Chair of the Ramsey Counry Board of Commissioners Chair of the Saint Paul Port Authoritv. Chair of the Metropotitan Council Chair of the Ca ital Ci Partnershio and �hair of the Saint Paul Area Chamber of ommerce shall be coteratinous with snch person's term of o�ce as Mayor or hairT"��, so that when the Mayor or Chair�� B should cease to hold �esesuc positions, such person shall concurrently therewith automaticatly cease to be a director of this corporation serving within the directorships specifically reserved for the persons who hold such offices, provided that nothing herein shall prohibit a former Mayor or former hairT�'-°�n�� from being e i n ted selected or elected to serve as a director of this corporation. The term of office as director of the corporation for the �_ ne 1 City Councilmembers, axi�one (1) County Commissioner �nd IblB?9? OI L� �-�' 98 S2� LS&D DRAFT' June 12,1998 two (21 State Legislators shall be one (1) year. Directors selected agge�t�e�-to the City Council, a�County Commissioner and State Legislator directorships may serve for multiple tertns if reselected-reagge�e�, however, when the selectee ag�e�te�shali cease to hold the position of Ciry Counciimember e� County Commissioner or State Le$islator, such person shall concurrently therewith automatically cease to be a director of this corporation serving within a directorship specifically reserved for the persons who hold such offices; provided that nothing herein shali prohibit a former City Councilmember, e�County Commissioner or State Le islator from being a�ei�e�desi ated selected or elected to serve as a director of this corporation. ,- � • _ .+.+t �.f tl. (�' /� '1 7"}. ,� F..FC.,.o ..Frb.e � ,i' 1., 71 i. F .1 L, t J IlAn nf rl. t:.r. .1� 1. 7. .7' .S rr , The remaining directors shall be elected bv the board of directors The term of office of the remaining directors shall be fixed at the time of election providing as neazly as is practicable that the terms of one-third of the directors will terminate each year and thereafter such term shall be for three (3) yeazs� From time to time, the number of directors of this corporation may be inczeased or diminished by vote of the boazd of directors in accordance with these bylaws, but the number of directors shall not be less than eag�{8}twentv (201 nor more than ��°��,� thirtv-five (351 Section 3.03 O�anization. At each meeting of the boazd of directors, the chair of the corporation shall preside. The secretary of the corporation shall ensure tkat records of all proceedings of the boazd of directors are created and maintained by the corporation. 1678?9?.01 �- �' G Y-� %� SZh LS&D ARAFT June 12, 7998 Section 3.04 Resignation. Any director of the coiporation may resign at any tune by giving cvritten notice to the chair or to the secretary of the corporation. The resignation of any director shatl take effect at the tune specified therein; the acceptance of such resignation shali not be necessary to make it effective. Section 3.05 Vacancies_ Any vacancy on the boazd of direclors caused by death, resignation, disqualification, removal or an increase in the number of directors in accordance with Section ��.02, or any other cause, shall be fiile@ �'��^�'� � �«-�°��'�-. *'�� *�^^�- ,��- _ > rh: �,,..,,� ;, �� u* �,�;-� t��n � accordance with Section ��.02, and each director so Et�esea � ele te shalt hold offce for the unexpired term of his/her predecassor in office. Section 3.06 t�nnual Meeti�. An annuai meeting of the boazd of directors shali be hetd at such place within or without the State of Minnesota as may be designated by the boazd of directors, fot the purpose of etecting the officers of the corporation, if necessary, and far the transaction of such other business as, shall come before the meeting. Section 3 07 Resular �ieetin�. In addition to the annual meeting,,�egulaz meetings of the board of directors shall be held from time to fime but in no event less than two (2� times annuallv and at such place(s) within or without the State of Minnesota as the boanl may determine. S, �ction 3.08 Special tifeetings. Special meetings of the boazd of directors may be called for any purpose or purposes at any time by the chair or upon the written request of one of the directors. Special meetings shall be held within or without the State of Minnesota as the chair may determine. f678?92.01 r� r- 3 98-Sz� LS&D DItAFT June l2, 1998 Section 3.09 Notice of Meetin e. If directors aze given noTice of the regular meetings scheduled for any calendaz or fiscal yeaz, no further notice need be given for any regular meeting scheduled in such notice. Unless such notice of the regulaz meetings scheduled for any calendar or frscal yeaz has been given, written notice of each annual and special meeting shall be mailed to each director, addressed to him/her at his/het residence or usual place of business at least two (2) days before the day on which the meeting is to be held, or faxed or delivered personally no later than one (1) day before the day on which the meeting is to be keld. Each such notice shall state the time and pIace of the meeting, but need not state the purposes thereof except in the case of special meetings. Notice of any meeting of the board need not be given to any director who shali be present at such meeting; any meeting of the boazd shall be a legal meeting without any notice having been given, if ali of the directors of the corporarion then in office shall be present thereat or by written consent and waiver of notice thereof signed by all directors. �ection 3 10 Quorum and Manner of Actine. Except as otherwise provided by statute or by these bylaws, one-half of the total number of directors shall be required to constitute a quonun for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the boazd of directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time untii a quonun be had. Notice of any adjourned meeting need not be given. If a c�uorum 's oresent when the meetin i convened the directors nresent mav continue to transact businese u�til adjournment even thou�h the withdrawaI of directors originaliy �re�ent leaves less than a 4uorum• 1678292.Oi 7 211 � 98 52�, LS&D DRgFT June 11, 1998 Sectinn ; 11 Removal of Dir �t rs. Any direcior, other than the eleven directo who serve as director bv virtue of the offices thev hold Cn, �- r,.....,.. ne__.....,..«.. •. - may be removed, either with or without cause, at any time, by a vote of a majority of the remaining directors'- at a special meeting called for that putpose or at a regular or annual meeting provided the notice of any such re�ulaz or annual meeting indicates that a vote on such topic will be held or provided that all the directors of the corporation shall be present thereat; and the vacancy in the board of directors caused by any such removal shall be filled �-agge�t�°�� M�vn- �+�- ��-� c�- �• � '� in accor th Section 32.02. , , dance wi �ection 3 12 Executive Committee. Th� �-��-a �F a�-��+�-� ��,� - • �> . . , , �� ..a ��,.� .:.1...,.. ..k..tl .. .. C.. �' �+� The dav to day operations of �is coraoration shall be Quided by an executive committee con isting of seven (71 members who also serve as directars of the coroorarion Four of �he members shail be (i) the chair of the board (who shall serve as the chair of the executive committee or hali designate �nother member of the �xecutive committee to serve in t�is/her place as chair of the e ecutive co mittee) (gl the vice �hair of the board (iiil the treasurer of the corporation (who also serves as the chair of the fii ance committeel and tiv) the Mavor of the Citv of 4aint Paul Minnesota or the MayoL'S desienee The terms of office as member of the executive committee for these four nersons shali be coterminous with uch nerson'� term of o�c� so that when each ceases to hold uch I67829?.Oi �j �8-�zb LS&D DRAFT June 12, 1998 o'ti n his er o ition a mem er f the executive c mmittee aut maticall terminate remainin� member hall be elected bv the boazd of directors at its annual meeting Each such member so elected shall serve for a term of one 11 vear The executive committee of the corporation shall meet on a regulaz basis, but in no event less than four (4) times annualiy and shall enjoy the full pow�ers of the directors of the corporation to act on the corporation's behaif at any time by a majority vote of the executive committee, and said executive committee shall have the authority to bind the corporation as if the action were taken by the full boazd of directors: The executive committee shall also serve as the nominating committee and personnel committae. �ection 313 Finance Committee. 'T''-° '��-a �F a:-��«�-� ��,�„ � ' .,t ...ee«:.,,. «t,e �.,.....a _r a:-'_`-_- -t-n - f„ ., ..�., ies-c�3 ��ranFe-ee�ti�ee T ,. ��, a• ; • , , F3F2F1i0.�h� �-� � \i' � F F�aae.,�f.o.,. ..1...71 7�,. ., _a,.� _ "_t ___'__i __ _ _ T�� iu� co oration's financial matters fi1ndraisin efforts and allocation of funds so raised shall be overseen bv a finance committee consisting of not more than eleven (111 members Two members shall be the chair of the azd �d the treasurer (who shall serve as the chair of the finance committeel who shall erve on the finance committee for a term concunent with such 1678292.OI � ]-3 9� 5� LS&D DR9FT June 12, 1998 o�ficer's term as chair or treasurer additional th ee �3) members shall also serve as direcr�r� of�e corooration and the remainin memler� uD to six (61 shall be non-directors T}�P¢c thrrr _(31 to �in�(91 member chali hP Plected bv the bo�rd of directors at its �nnual meet� � Th� terms of office for the three (3) members who al o serve as directorc �hall be equal to the shorter Qf (a t ee (3) veazs or (j�l a term coterminous with the director' term as director and the term of office for the members who are not directors shall be eaual to three (31 veazs The terms of the members shali be staeeered so that as ne rIy is practicable one third,.jl/31 of such members shall be elected at each �nnual me ting of the boazd of director Any vacancy on the finance committee caused by death, resignation, disqualification, or removal shall be filled by a}�g�ex�lection by the board of directors at its next regular or annual meeting, and any member so chosen shall hold office for the unexpired term of his/her predecessor in ofFce. For the purpose of determining the term of any director on the finance committee ag�ei�te� e t d to fill such a vacancy, the term shall be the shorter of� the unexpired portion of the three (3) year term of his/her predecessor; or�or a member who must also be a director -(�j a lesser tenn which is coterminous with the zeplacement �director's term as director. The finance committee shall have general authority and responsibility for overseeing_ all funds and expenditures of the corporation� and shail make recommendation to the boazd of directors or the executive committee actine on the bo�rd's behalf with resoect to (a� raising the funds needed for both the annual ooeration of the corporation and the corporation's .�rojects and (b� allocating the funds needed for the corooration's �roiects so as to best further the cor�oration's goals and �riorities._ In addition each vear at ieast two (2 months brior to the end of the corporation's fiscal vear the �nance committee shalt submit a work �ian for the next fi cal yeaz to the board of directors or 16�829? 01 (�1 Z� LS&D DRAFT �� June 12, 1998 the executive committee acting on the board' behalf for i review and approval The work olan shall set forth the finance cornmitee'c�oals and objectives and e�lanations of the activitie it will en a e in t accom lish th e als and 'ective . Section 3.14 Other o mittee . The boazd of directors may, from time to time, establish such other committees as a majority of the board deems appropriate. Ali committee members must be naturai persons, and any minutes of any committee meeting must be made available, upon request, to the members of the committee and to any d'uector. Section 3 15 Removal of Non Direcrnr C'nmm;ttP r� H � r-Piltra-�i_nr^ - ,.«,..... ....:rro ,.,1.,. ..7,,. _1_ _r.L' _'__ 3fl�CFlvPmod h�Ln��v: . �.1.:.� ,. ""'_ '_ «.1.,...e.. „ ..L.......,.... �r _ ,r ° _ _ ' ' ' `' __ Any e�ke�-non-director committee member may be removed, either with or without cause, by a vote of the boazd of directors at a special meeting calied for that purpose or at a regular or annual meering provided the notice of such a regulaz or annual meeting indicates that a vote on such topic will be held or provided that all directors of the corporation shall be present thereat and the vacancv in the committee caused by such removal shall be filled throu h election by the board. ARTICLE IV ffi er �ection 4.01 Number. The ofFicers of the corporation shall be an executive director, a chair, a vice chair, a secretarc�, a treasurer, and, if determined by the boazd to be necessary or appropriate, such other ofFcers as the boazd shall deem necessary or appropriate. Any two (2) or more offices, except those of chair and vice chair, may be held by the same person. Section 4.02 Election Term of Office and Oualifications. Unless such other term of office is set or determined by and through an employment contract or agreement, the o�cers 1678292.01 � _ 1 �� 98�2� LS&D DR4FT June 12, 1998 shall be elected annually by the board of directors, and, except in the case of officers appointed in accordance with the provisions of Section 3-�4.12, each shal] hold office until the next annual election of officers and untiI hislher successor shali have been duly elected and qualified, or until his/her death, or until he/she shall resign, or until he/she shall have been removed in the manner hereinafter provided. The chair, the vice chair, and the treasurer must be directors. Officers other than the chair, the vice chair, and the treasurer need not be directors. Section 4 03 Resignation ,. Any officer may resign at any time by giving written notice of his/her resignation to the board of directors, or to the chair or secretary of the corporation. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shail not be necessary to make it effective. Section 4 04 Removal. The method and bases for removal of an officer who is an employee shall be set and govemed by and within said officer's employment contract or agreement, if an�. Any other officer may be removed, either with or without cause, by a vote of the boazd of directors at a special meeting catled For that purpose or at a regular or annual meeting provided the notice of such a regular or annual meeting indicates that a vote on such topic will be held, or provided that atl ihe directors of the corporation shall be present tliereat. Section 4 OS Vacancies. A vacancy in any office because of death, resignation, removal or any other cause shall be filled at the next regulaz or annual meeting of the board of directors for the unexpired portion of the term in the manner prescribed in these bylaws for election or appointment to such office. �ection 4.06 Executive Director. The executive director shall be the chief executive officer of the corporation and shal] have general active management of the business of the 16�829?_07 11' ��--��'-� �� 5z6 LS&D DRAFT June 12, 1998 corporation. The executive director shall see that all orders and resolutions of the board of directors aze carried into effect. The executive director may execute and deliver in the name of the corporation any instruments pertaining to the business of the corporation, including, without limitation, any instruments necessary or appropriate to enable the corporation to donate income or principal 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 executive director. The executive director shall have other duties as may from time to time be prescribed by the boazd of d'uectors. Section 4 07 Chair of the Boazd. The chair of the board shall preside at all meetings of the boazd of directors. In the event the chair of the boazd is absent from a boazd of directors meeting, the vice chair, or, if the vice chair is absent, the director designated by the executive committee shall preside over the boazd meeting. The chair shall perform such other duties as may from time to time be prescribed by the board of directors, and, in general, shall perform all duties incident to the o�cer of chair of the board. $ection 4.08 Vice Chair of the Boazd. The vice chair of the boazd shall have such powers and shail perform such duties as may be specified in these Bylaws or prescribed by the board of directors or by the chair. In the event of absence or disability of the chair, the vice chair shall succeed to the chair's power and duties. Section 4.09 Secretarv. The secretary shall ensure that proceedings of ineetings of the boazd of directors aze properly recorded. The secretary shall, when directed to do so, ensure that proper notice of ineetin�s of directors is given. The secretazy shal] perform such other duTies as 167829?.01 1 � 9 � s2� LS&D DRAFT June 12, 1998 may from time to Yime be prescribed by ihe board of directors or by the executive director, and in general, shall perform all duties incident to the office of secretary. The secretary of the corporation' or in such officer's absence any person whom the chair shail appoint, shall act as secretary of each meeting of the boazd of directors. Section 4 10 Tre uer. The treasurer shall ensure that accurate accounts of all moneys of the corporation received or disbursed aze kept. The treasurer shalI oversee the deposit of all moneys, drafts and checks in the name of, and to the credit of, the corporation in such banks and depositories as the board of duectors shall from time to time designate. The treasurer shali have power to endorse for deposit ail notes, checks and drafts received by the corporation as ordered by the board of direciors, making proper vouchers therefor. The treasurer shall render to the executive director and to the directors, whenever required, an account of all the treasurer's transacfions as treasurer and of the financial condition of the corporation and shall perform such other duties as may from time zo time be prescribed by the board of directors or by ihe execu6ve director, and, in general. shall perform all duties incident to the office of treasurer. Section 4 1 I As istant Trea urer T'he corporation mav have but is not rec�uired to have an assistant treas rer The si tant treas j er shall have uch duties as mav be prescribed bv the board of directors or ihe executive director or may be dele a� zed�,v the treasurer Section 4.1�2 Other OfficPra. 'fhe corporation may have such other officers and agents as may be deemed necessary br the boazd of directors, who shall be appointed in such manner, have such duties and hold the'u offices for such terms as may be determined by resolution of the board of directors. ARTICLE V Books and Records Audit Fi�ca] ye� 1678292.01 j� 1 �'�j 98-sz� LS&D DRAFT Jane 12,1998 Section 5.01 Book and R ord�. The boazd of directors of the corporntion shall cause to be kept: ( 2) records of atl proceedings of the board of directors; and (2) such other records and books of account as shall be necessary and appropriate ta the conduct of the corporate business. Section 5.02 Documen Ke�t at Re istered Office. T'he board of directors shall cause ta be kept at the registered office of the cotporation originals or copies of: ( I) records of all proceedings of the boazd of directors; and (2) the Articles of Incorporation and Bylaws of the corparation and all amendm�nts thereto. Section 5.03 Audit. The board of directors shail canse the records and books of account of the corporation to be audited at least once in each fiscal yeaz and at such times as it may deem necessary and appropriate. Se tion �.04 Fiscal Year. The fiscal yeaz of the corporation shall be determined by the board of directors. ARTICLE VI Waiver of Notice Whenever any notice whatsoever is required to be given by these Bylaws 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 Meetines 1678292 01 1 Q -�� 9�-�z� LS&D DRRFT June I1,1998 Section 7.01 Authorization Without a Meeting. If permitted by the corporauon's Articles of Incorporation, any action that could be taken at a meeting of the boazd of directors may be taken without a meeting when authorized in writing signed by the number of directors who wouid be required to take the same action at a meeting of the board of directors at which all directors were present; provided, however, that aIl directors must be notified of its text and effective date within one (1) week following the date of such action by first-class mail or by facsimile transmission sent to each director's address or facsimile number registered in the corporation's records unless a d'uector has previoasly designated an altemate address by written notice to the chair or to the secretary of the corporation; and provided further that the written action is effective when signed by the required number of directors, untess a different effective time is provided in the written action. This section shall govem meetings of the board of directors, but shall not govern committee meetings. Section 7.02 Meeting Via Electronic Communications. A cortference among directors by means of communication through which the directors may simultaneously heaz each other during the conference shall quatify as a meeting of the boazd of directors if the same notice is given of the conference as would be required for a meeting and if the number of directors participating in the conference constitutes a quorum. Participation in the meeting by this means constitutes personal presence at the meeting. $ection 7.03 Participation by Electronic Communications. A director may participate in a meeting of the board of directors by any means of communication through which the ditector, other directors participating, and all directors physically present at the meeting may I678292 OI �t 2� �� z� LS&D DRAFT June 12, I998 simuitaneously heaz each other during the meeting. Participation in a meeting by this means constitutes personal presence at the meeting. 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. Approved: Secretary ie�szez.o� ] } Council File # �Z� l,�i\�17� RESOLUTION PAUL, MINNESO7'A r�z.. -�r-�� Referred To Green Sheet # lo O6la � � �[I�1 S � l� 1 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAINT PAUL SUPPORTING TAE 2 RESTRUCTURING OF SAINT PAUL RIVERFRONT CORPORATION, APPROVING A1V 3 AMEIVDMENT TO THE ARTICLES OF INCORPORATION OF THE SAINT PAUL RIVERFRONT 4 CORPORATTON, AND SELECT'ING CHRIS COLEMAN TO BE ONE OF TIiE CITY COUNCIL 5 REPRESENTATIVES TO THE CORPORATION 6 WF�REAS, the Ciry Council of the City of Saint Paul (the "City Council") has recently reviewed and endorsed 7 the ten principles set forth in the Saint Paui on the Mississippi Development Pramework (the "Framework"), 8 which signify a more integrated approach to city building; and 9 WHEREAS, Saint Paul Riverfront Cotporation (the "Corporation") has developed a proposal for its own 10 restructuring (the "Proposal") in a way that wili enable the Corporation to promote implementation of the design 11 principles and development plans articulated in and consistent with the Framework; and 12 WI�REAS, the Board of Directors of the Corporation has previously approved the Proposal, and its concept of 13 restructuring the Corporation in general accordance with the Framework, and has asked that the City Council 14 apgrove the necessary amendment of the Corporafion's Articles of Tncorporation, as required by Article XII of 15 such Articles of Incorporation; and 16 WI�REAS, the City Council has reviewed the Proposal and the Second Amended and Restated Articles of 17 Incorporation and Third Amendment and Restated Bylaws, which have been ptepared by the Corporation in 18 order to implement the Framework; and 19 WHEREAS, the City Council supports the restructuring of the Corparation described in the Proposal and in the 20 Second Amended and Restated Articles of Incorporaflon and the Third Amended and Restated Bylaws of the 21 Corporation; and ?2 WF�REAS, the Proposal provides for two members of the City Council to be members of the Corporation's ?3 Boazd of Directors, one being the President of the City Council or his or her designee, and the second being a ;4 City Council member selected by the City Council; and 5 WHEREAS, the President of the City Council has indicated his intention to designate Councilmember Mike 6 Harris to continue to serve on the Corparation Board as one of the City Councii Members, and Councilmember 7 Chris Coleman has indicated his interest in conYinuing his membership on the Board of Directors of the 3 Corporation. ) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul that: � 1. The Second Amended and Restated Articles of Incorporation are hereby approved in substantialiy the form submitted and attached hereto as Exhibit A. 1 2. The City Council hereby selects Chris Coleman to serve on the Corporation's Boazd of �" 5 � � 2 Directors in the directorship reserved for a City Council Member selected by the City 3 Council. The tezm of Chris Coleman's service on the Corporation shall be one yeaz, subject 4 to re-selection by the City Council, as provided in the Third Amended and Restated Bylaws. Requested by Department of: � Approved by Mayor: � Form Approved by City Attorney � Approved by Mayor for Submission to Council � � Adopted by Council: Date ��c.< �� 9 � � Adopflon Certified by Council etary � city coun�il B. Coleman June 24, 1998 wrz TOTAL # OF SIGNATURE PAGES GREEN SHEET ocr�uslB�r enFCtae �8 5Z� No 60661 rn,rca.n ❑ bfY�iTOONEY ❑ tlrvaiRK ❑ wuwcutsaxcrsaw. ❑ wuxu��acmi+ctta ❑wrae(ae.umm.wrl ❑ (CUP ALL LOCATIONS FOR SIGfdATl1RE� A Resolution supporting the restructuring of Saint Paul Riverfront Corporation, approving an Amendment to the Articles of IncoxporaCion of the Saint Paul Riverfront Coxporation, and selecting Chris Coleman to be one of the City Council representatives to the Corporation PLANNING CAMMISSION CIB CAMMITTEE dVIL SERVICE COMMISSfON tiesth� ce�soMrtm e✓er worked under a arit�act tor this depaAmem? VES NO Has Uis PeisoMrm e+er 6een a ci1Y emVloyee7 YES NO �s m� ve�so�� ao�s a�an ��sura� �r anv cu�m o�y �awy�v YE9 NO Is fhis P��rm a ter6eted oentloR YES NO Saint Paul Riverfront Corporation restructuredso the Corporation will be enabled to promote implementation of the design principles and develogment glans articulated in and consistent with the Framework. The Corporation will be enabled to promote implementation o£ the design principles and development plans articulated in and consistent with the Framework. None. Saint Paul Riverfront Corporation will not be restructured and would be unable to promote �°c�TB�'�' SOURCE INFORMATON (IXPWM COSi7RFVENUE BUWE7EO Iq2CLE ON� YE9 NO acrnm HursEre �o�ltt�� cS�:�?"=`�et Lw!'s'ci �!8 SZ � LS&D DR4FT June I2,1998 SAINT PAUL RIVERFRONT CORPORATION SECOND AME�IDED AND RESTATED ARTICLES OF iNCORPORATION EXHIBIT A I678300.01 9� sZ� LS&D DR.iFT June 12, 1998 ARTICLES OF AMENDMENT OF SAINT PAUL TVFRFRnNT O PORATION A.�I�iDED AND RESTATED ARTICLES OF INCORPORATION Originally Executed January 2$, 198� Amended and Restated June 22, 1994 Article L• Name Article II: Purposes and Powers Article III: Pecuniary Gain Prohibited Articie IV: I7uration Article V: Registered Office Article VI: Dissolution Article VII: IVo Members Article VIII: Action Without Meeting Article IX: Liabiliry Article X: Stock Articie XI: Amendments to Articles I618300.01 98 �SZ� LS&D DRAFT June I2, 1998 ARSICLES OF AME�iDMENT OF SAINT PAIiL RIVERFRONT CORPORATION A:�SENDED AND RESTATED ARTICLES OF INCORPORATION Pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317A and the Amended and Restated Articles of Incorporation of this Corporation, Saint Paui Riverfront Corporation has adopted and the City of Saint Paul, Minnesota has approved certain amendmenu to the Amended and Restated Articies of Incorporation of the Corporation. The foliowing Second Amended and Restated Articles of Incorporation incorporate all such amendments and restate, supersede, and take the place of the existing Amended and Restated Articles of Incorporation of River&ont Redevelopment Corporation. SECOND �VIENDED AND RESTATED ARTICLES OF INCORPORATIQN OF SAINT PAIJL RIVERFRONT CORPORATION ARTICLE I Name The name of this Corporation shail be the "Saint Paul Riverfront Corporation." ARTICLE II Pur�oses 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 Intemal Revenue Code of 1986, as now enacted or as hereafter amended, and, in furtherance of such charitable purposes, including the public purpose of the City of Saint Paul, Minnesota, shall primazily work towazd the City of Saint Paul's transformation into and maintenance as a model urban center. The Corporation shali also have ail of the powers afforded to it by the provisions of the Minnesota Nonprofit Corporation Act and all acts amendatory or supplementary thereof. 7678i00.01 �8-5Zb LS&D ORAFT June 72, 1998 ARTICLE III Pecuniarv Gain Prohibited This Corporation does not and shall not, incidentally or othenvise, afford pecuniary gain to its directors or officers procided that this Corporation may pay reasonable compensation for services rendered to or for the Corporation and may pay actual expenditures incutred on behalf of the Corporarion in the performance of its purposes as set forth in Article II hereof. No part of the property or the net eaznings of this Corporation or any other pecuniary gain or profit shall, directly or indirectly, be dishibutable 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 shail not cacry on any activity not permitted to be cazried on: (a) by a corporation exempt from federal income tas under Section 501(c)(3) of the Intemal Revenue Code of 1986, as now enacted or as hereafter amended, including but not limited to, the prohibition against any substantial pan of the activities of the Corporation being the carrying on of propaganda, attempting to otherwise influence legislation, or participating in, or intervening in any political campaign on behalf of any candidate for public o�ce, ot (b) by a corporation, contributions to which aze deducrible under Section 170(c)(2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE IV ratio The duration of this corporation shall be perQetual. ARTICLE V Registered Office The registered o�ce of this Corporation in the State of Minnesota shall be located at 745 Norwest Center Tower, �5 East Fifth Street, in the City of Saint Paul, County of Ramsey, State of Minnesota >j 101. ARTICLE VI Dissolution Upon dissolution of this Corporation, the boazd of directors shall, after paying or making provision for payment of ali of the liabilities of the Corporation, distribute the assets of the 2 1618i00A1 9�' Sz� LS&D DRAFT June I2, 1998 Corporation to such oreanization or organizations, as the boazd may determine, wiuch aze organized and operated exclusively for charitable purposes and which qualify as exempt organizations under Section 501(c}(3) of the Tnternal Revenue Code of 1986, as now enacted or as hereafter amended. :�ny assets not so disposed of shail be disposed of by the district court of the county in which the principal office of the CorporaUOn is then located, exclusively for such purposes or to such orsanization or organizarions, as said court shall determine, which aze organized and operated for such purposes. No distribution of the assets of this Corporation shall ever be made to or inure to the benefit of any member, director or officer of this Corporation, or to any private individual within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE VII No Members The corporarion shall not have members. ARTICLEVIII Action Without Meeting Any action required or permitted to be taken at a meeting of the board of directors may b� taken without a meeting if authorized by a writing or writings signed by the number of directors that would be required to take the same action at a meefing of the boazd of directors at which all directors were present; provided that when action is taken by less than all directors, ali directors must be notified immediately of its text and effective date; and provided further than the written action shall be effective �chen siened by the required number of directors, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action is not liable for the action. ARTICLE IX iabiti Directors and officers of this Corporation shall not be personally liabie to any extent whatsoever for obligations of this Corporation. ARTICLE X Stock This Corporation shall have no capital stock, either authorized or issued. 1678300.OI 9'8�sa� LS&D DRAFT June 11, 7998 ARTICLE XI Amendments to Articles The City Council of Saint Pau1, Minnesota, must approve any amendment to these Articles of Incorporafion. Dated: Secretary 0 �e�s,00.o� 98-5�� D�� June 12, 7998 �. .. . .� . _ -��_.�., •:'�:� �► SECON AMENDED AND RESTATED ARTICLES OF INCORPORATION I678iW.04 9� sz� LS&D DRAFT June 12, 1998 � � • . � � . . ., . � � � r�d_. • • �� ' � � �. .�e.a.�_ AIvIEi��ED AND RESTATED ARTICLES OF NCORPORATION Originally Executed January 28, 1985 A�ended and Restated June 22 1994 Article kI: Name Article ��: Purposes and Powers Articie 3II�: r....a:,..,. „ vr. , .e_ , ...«pecuniary_Gain Prohibited Article 4IV: Duration Article �V: Registered Office Article 6VI: Dissolution Article �VII: No Members . Article �3VII�: Action Without Meeting Article �-BIX: Liability Article �X: Stock Article�X�: Amendments to Articles 1678300.01 98 sz� LS&D DRAFT June I2, 1998 ARTICLES OF .��IENDMENT OF DTSIFDL'D(1hTT O r� �r�s no�,rc�rr SAINT PAUi RIVF F ONT CORPORATION AIRENDED AND RF_STATED ARTICLES OF INCORPORATION Pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317A and the Amended and Restated Articles of In orporation of is Corporation, F.14P"�'^^' D a , ��TM�-- �� Saint Paui Riverfront Corporarion has adopted and the City of aint Pa �l Minnesota has approved certain amendments to � the Amended d Re tated Articies of Incotporation�f t e C�oration. The following eco Amended and Restated Articles of Incorporation incorporate a!1 such amendments and restate, supersede, and take the place of thgexisting Amended and Re tated Articles of Incorporation of Riverfront Redevelopment Corporation. SEC�ND AiviE1VDED AND RESTATED ARTICLES OF INCORPORATION OF SAIN_ T_ PAI;L RIVERFRONT �n��.-�� ARTICLE I Name The name of this Corporation shall be the "Saint Paul Riverfront Corporation." ARTICLE II Purooses This Corporation is organized and at a11 times sha11 be operated exclusively for charitable purposes within the meaning of that term as used in Section 501(c}(3) of the Intemal Revenue Code of �1-5414$(, as now enacted or as hereafter amended, and, in furtherance of such charitable purposes, including the public purpose of the City of Saint Paul, Minnesota,--i� . YA i'ni: tl. .1 .7' ,7 .] }} � nl .�1C r,. L. t'� [c¢c� �P�PFi8�3E3t��t-�rt� F� nr t- rl.e \,f: D' .i !' ',] t n• ,.: APai�a711c /� � 'A .7 d_.u. �r «4.e �`:e.. ..F a_ � n___t _ � . > > \ / _"� ' _ __b_b_ �m»iam�nr�f c t� c n i_ut.,o,.�.,..., n.� n ,,,-- -'---' ,. , 1-I-� t6'8300 al 9� Sz� LS&D DR9FT June 12, 1998 ._ .: - --- - o: -- - - - - - - - : - - - - ' :-: - ' ' ' " ' " ' ' " :' " : " :a � .: : • • ' ' ' ' . ' C L. t..tl.,.�..�..e tL:.. ,. 1, il L. 1 L. r yr� rP fliliT A L. .7 ' ' l. hl... C ..e�...:« .. ................ :.....1..A:.-,_ at' __""__ " ___""__ __� __'1—__�� ..� ....... .�... .....r+..+...... ..�• D b > D 7 .:...7 ..A ..t...... .,1...�..,,,,_.__ ..L_at__ t_. '_t___ Y f" J � " — � > > a . .. v e > e e e e m'llu� , •:c•^ .,.7 '.«..;1..,.: .,c ..a _c__ _> >� _c c_ ,_ a c ___' " ___ ' ____ ___ E 9E8 .». a �' � �.,,,, � � «t,.. �.«.t,,._,...,.,. ,.r .�' _ —__" 'r .v" '_____ __ _ > e > > �flRil:nyr_ .L:..1. :n�e..♦ ..:tl, al.e C.. .i 7..' 1. CC i i b ` �P - ' > Thar- �-a �••Y � �- �hall primarilv work towazd the Citv of Saint Paul's transformation into and maintenance a model urb n center The or�oration shall also have all of the pow afforded to it bv the�rovisions of the Minnesota Non}�rofit Cor�oration Act and all acts amendatorv or suovlementary thereof ARTICLE III Pecuniarv Gain Prohibited This Corporation does not and shall not, incidentally or otherwise, afford pecuniary g�ain to its directors or officers provided that this eCorporation may pay reasonable compensation for services rendered to or for the eCorporation and ma�p�y actual exoenditures incurred on behalf of the Corporation in the performance of its purposes as set forth in Article II�hereof, �~a ��:n� m �l.,.......... a ,t• :�:ti.,��,,.,..:., a..+t,,._....,... ,.c,.__ -_.'-_-- -r ----- - r- _,- . r � --- - �"'`"' °_� T �-'��`. No part of the proper[y or the net eamings of this E�orporation or any other pecuniary gain or profit shall, directly or indirectly, be distributable to or othenvise inure to the benefit of any member, director, or officer or any other person having a personal and private interest in the acti��ities of the eCorporation. Notwithstanding any other provision of these Articles, this Corporation shall not carry on any activity not permitted to be carried on: (a) b�� a corporation exempt from federal income tax under Section 501(c)(3) of the Intemal Revenue Code of 1986, as now enacted or as hereafter amended, includina but not limited to the prohibition against any substantial part of the activities of the Cor�oration being the carrving on of pro�aganda. attem tina to otherwise influence leaislation or participatin� 2� 16i3i00.01 98sZ� LS&D DRAFT June 12, 1998 in o�intervening in any �olitic�a��n on behalf of anY candidate for public office or @) by a corporation, contributions to which aze deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE IV ur ti The duration of this corporation shall be perpetual. ARTICLE V Registered Office The registered office of this sCorporation in the State of Minnesota shall be located at 'zan (-:,., v..ttrr,..,...t,,.,,�� i c�:r,,... v_r�___ .�___� ___ ��45 Norwest Center Tower_ 5 Eds Fiftll treet, in the City of Saint Paul, Counry of Ramsey, State of Minnesota 5510��. ARTTCLE VI Dissoluuon Upon dissolution of �t i e�orporation, the board of directors shall, after paying or making provisian for payment of ali of the liabilities of the eCorporation, distribute the assets of the eCorporation to such organization or organizations, as the boazd may determine, which aze organized and operated exclusively for charitabl? ea__..' .:.....:. ... ...:....�:�:� purposes and which qualify as exempt organizations under Sections 501(c}(3) ��^°'�'�� - �^� of the Internal even e Code of 1986. as now enacted or as her after amend d. Any assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the s�orporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which aze organized and operated exclusively for such purposes. 1Vo distribution of the assets of thi or�oration shali ever b made to or inure to the benefit of anv member. director or officer of this Corporatio_n. or to �;y_.private individual within the meaning of Section 501(c2 �l o the Intemal Revenue Code of 1986 as now enacted or as hereafter amended ARTICLE VII No Memberc The corporation shall not have members. 3�3 1678iQ0Al 98-5z� LS&D DRAFT June I2,1998 _.�,iiiiii '- - - - - - - - - - - - • - - -- - - - • - - . - - � - - - • �- -- - ' - - - - - �- - - '-• • - - - - - - - - - r' - - ' - - - ' - '- -- � - - ' '-• -- -- -- --- o - � '- • - • . � ' • _ • - � - - - - ' �-' - _ � � - - - -' - - - - a ' " ' ' ' ' _ ' '- • ARTICLE-�VIII Action Without MeetinE Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meetine if authorized by a writin� or writings 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 that when action is taken by Iess than a11 directors, all directors must be notified immediately of its text and effective date; and provided further than the written 4}3 ie-a;oaai 9�=s�� LS&D DR9FT June 12, 1998 action shail be effective when signed by the required number of directors, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A duector who does not sign or consent to the written action is not liable for the action. ARTICLE IX ia ili Directors and officers of this s�orporation shall not be personally liable to any extent whatsoever for obligations of this s�orporation. ARTICLE X� t ck This sCorpontion shail have no capital stock, either authorized or issued. ARTICLE XI� Amendments to Articles The City Council of Saint Paui, Minnesota, must approve any amendment to these Articles of Incorporation. Dated: Secretary � I6J8300.01 �8 sz � LS&D DRAFT June I2, I998 SAINT PAUL RIVERFRONT CORPORATION ��'�� AMBNDED AND RESTATED BYLAWS 1678292.01 9� �sz� LS&D DRAFT lune 12, 1998 TABLE OF CONTENTS PaQe ARTICLE I O�ces .................... Section 1.01 Registered Office... Section i.02 Other Offices.......... ARTICLE II Purposes ................ ........................................................................1 � ........................................................................ i � ........................................................................1 �- ........................................................................1 � ART'ICLE III Board of Directors ...................................................................................................2� Section 3.01 General Powers .............................................................................................2� Section 3.02 Number and Term of OfFice ..........................................................................2� Section 3.03 Organization ..................................................................................................44 Section Resisnation ...................................................................................................�� Section 0� Vacancies ......................................................................................................53 Section 3.05 Annual Meeting ............................................................................................�� Section 3.07 Regular Meetines ..........................................................................................�� ection 3.08 Special Meetin2s ...........................................................................................�� Section 3.09 Notice of Meetings ........................................................................................�» Section 3.1� Ouorum and Manner of Actin�, .....................................................................E6 Section 3 11 Removal of Directors ....................................................................................7g Section 3 12 Executive Committee ....................................................................................7� Section 3.13 Finance Committee .......................................................................................88 Section 3.15 Other Committees .......................................................................................10� Section 3 16 Removal of Non-Director Committee Members .......................................��1$ ARTICLE IV Officers ............... ....................................................................10-1-9 Section Number .....................................................................................................10�-8 Section 4 02 Election Term of Office and Oualifications ............................................10�-9 Section 4.03 Resignations ..............................................................................................1 l� Section Removal ....................................................................................................t I� Section 4.05 Vacancies ..................................................................................................�}-1- Section 4.06 Executive Director ....................................................................................�� I6782$ 01 � t 9�-Sz� LS&D DRAFT June I2,1998 Section4.07 Chair of the Boazd .....................................................................................12�-3 Section 4 08 Vice Chair ofthe Board ............................................................................��-3 Section Secretarv ................................................................................°-....-.°-....---�-�? Section4 10 Treasurer ...................................................................................................13�3 Section 4 11 Assi�rant Tre t rnr ....................................................................................1�-�' Section Other Officers ...........................................................................................13�3 ARTICLE V Books and Records, Audit, Fiscal Yeaz ...............................................................13� Section S.dI Books �nd Records ...................................................................................14�-3 SecYion 5 02 Documents Ke�t at Registered O�ce ......................................................14�4 Secrion5.03 Audit .........................................................................................................14-1�4 Section5 04 Fiscal Year ................................................................................................14�4 ARTICLE VI WaiverofNotice....... ................................................................14�4 ARTICLEVII Meetings ............................................................................................................14�4 �ection 7.01 AuthorizaTion Without a Meeting .............................................................1�-�4 �ection 7 02 Meering Via Electronic Communications .................................................�-K Section 7.03 Partici an rion by Electronic Communications ...........................................15-13 ARTTCLE VIII Amendments ....................................................................................................16�-5 1678292.01 11�� jl 1} LS&D ARA�T �` June 12, 1998 ��THIRD AMENDED A1VD RESTATED BYLAWS OF SAiNT PAUL RIVERFRONT CORPORATION ARTICLE I ces Section 1 01 Registered Office. The registered office of the corporation in Minnesota shall be that set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or resolution of the directors filed with the Secretary of State of Minnesota changing the registered office. �ection lA2 Other OfFces. The corporation may have such other offices, within or without the State of Mi�esota, as the directozs shall from time to time determine. ARTICLE II Purooses The co oration is or;anized and at all times shall be o�erated exclusivelv for charitable �.urposes within the meaning of that term as used in Section 501(c1�3� of the Intemal Revenue C9de of 1986 as now enacted or as hereafter a ended and in furtherance of such charitable purposes includine the �ublic purpose of the Citv of Saint Paul Minnesota shall grimarilv work towazd the Citv of Saint Paul's transformation into and maintenance a a model urban center T �e corooration's ourr�oses include but aze not limited to,�zromo�no the imnlementation of the design principtes and develo ment nlans articulated in or coneicrent with the Saint Paui on the Mississipni Framework a�d t ou h that work to ja� achieve a roadlv based communitv understanding of and su�l.port for the vision for the C"*v of Saint Paul's deveionment and broad based communitv articipation in activities and events that contribute to the achievement of the vision• j��encoura�e p� ose I consistent and int�rate�lanning for the City of Saint P�u�, 1678292.01 �'�-�sz� LS&D DRAFT June 12, 1998 adherence t� high st nd *d of �rb n d ign and the ado�tion of a long term view 'n ignifican develo�ment decisions (cl stimulate commercial and other business investment in the Citv of �int Paul in a wav that contributes to an i�rovement in the qualitv of life for ali who live and work in the Citv of Saint PauI: Ll facilitate deveIo�ment of housing oRpor[uniries in the dQwntown and adjacent areas of the City of Saint Paul frLr people at a range of income I�• (e) r�lize the advanta�es to the Citv of Saint Paul to be d�rived from mixed-use develonment and achieve an a�2propriate balance among commercial residential culb�ral recreational nd industrial uses• (fl restore the heauty and conserve the richness of the natural environment of the Mississipni Ricer vall� through the imniementation of ecologicai standards restoration of the ecolosv of the river oark and the oursuit of conservation-based development (g) build on the �en�ths of the City of Saint Paul's neighborhoodc bv enhancin� their access and connections to the river and to the cultural and business resources of the downtown• and (h�rovide additional �ublic snaces for recreation and e�jovment of the resources of the Citv of Saint Paul and the riverfroi t. ARTICLE III Board of Directars Section 3.01 General Powers. The property, affairs and business of the corporation shall be managed by or under the direction of its boazd of directors. �ection 3 02 Number and Term of Office. The affairs of this corporation shall be managed by a board of directors consisting of not less than _:�-(S) twentv (201 nor more than =��°�a-thim-fi��e (�43�) persons. �ve-Eleven �i ll of the directors of the corporation; shail be (i) the Mayor of the City of Saint Paul, Minnesota, or the Mayor's designee, (ii) the President of 16�8?9? 07 2 t Z� 98 �5.� LS&D DRAFT June 12,1998 he Saint Paul Citv�ouncil or the PresidenYs des4anee (iiil � ne additional members o£ the Saint Paul City Council aggei�e�selected on an annual basis by �'�°'�^-.�� .•��'- «�-° � � � £�iE-the Clty CotlllCil, �iii-1 khr�Tlirna.mr rif t� r" � r c o ��T• n� Pl�nnina - �'� n � r ;°�D�*��°7 ��qv) the Chair of the Ramsev Countv Bo��1 of Commissioners or the Chair's desf�,*nee (vl ao.�e additional member of the Ramsey Counry Board of Commissioners, �e�te�- on an annual basis by the �oard of Commissioners fvi) two members of Lhe tate of Minne ota Legslature e e t d on an annual basis by the May�r (vii the Chair of the Saint Paul Port Authoritv or the Chair's de ienee (viiil the Chair 9f the Metropolit�n Councit or the Chair's de it.gnee �) the Chair of the Canital City artnership or the Chair's de ignee and Ll the Chair of the Saint Paut Area Ch mber of Commerce or the Chair's designee *��; v: �.:«� .y �� o.,. „r .w., �:.., r,.....,.:, The term of office as director of the cotporation for the Mayor_ °�a ''�° TM�°��- �f D�'T' President of the Sain� Paul Ci� CounciI Chair of the Ramsey Counry Board of Commissioners Chair of the Saint Paul Port Authoritv. Chair of the Metropotitan Council Chair of the Ca ital Ci Partnershio and �hair of the Saint Paul Area Chamber of ommerce shall be coteratinous with snch person's term of o�ce as Mayor or hairT"��, so that when the Mayor or Chair�� B should cease to hold �esesuc positions, such person shall concurrently therewith automaticatly cease to be a director of this corporation serving within the directorships specifically reserved for the persons who hold such offices, provided that nothing herein shall prohibit a former Mayor or former hairT�'-°�n�� from being e i n ted selected or elected to serve as a director of this corporation. The term of office as director of the corporation for the �_ ne 1 City Councilmembers, axi�one (1) County Commissioner �nd IblB?9? OI L� �-�' 98 S2� LS&D DRAFT' June 12,1998 two (21 State Legislators shall be one (1) year. Directors selected agge�t�e�-to the City Council, a�County Commissioner and State Legislator directorships may serve for multiple tertns if reselected-reagge�e�, however, when the selectee ag�e�te�shali cease to hold the position of Ciry Counciimember e� County Commissioner or State Le$islator, such person shall concurrently therewith automatically cease to be a director of this corporation serving within a directorship specifically reserved for the persons who hold such offices; provided that nothing herein shali prohibit a former City Councilmember, e�County Commissioner or State Le islator from being a�ei�e�desi ated selected or elected to serve as a director of this corporation. ,- � • _ .+.+t �.f tl. (�' /� '1 7"}. ,� F..FC.,.o ..Frb.e � ,i' 1., 71 i. F .1 L, t J IlAn nf rl. t:.r. .1� 1. 7. .7' .S rr , The remaining directors shall be elected bv the board of directors The term of office of the remaining directors shall be fixed at the time of election providing as neazly as is practicable that the terms of one-third of the directors will terminate each year and thereafter such term shall be for three (3) yeazs� From time to time, the number of directors of this corporation may be inczeased or diminished by vote of the boazd of directors in accordance with these bylaws, but the number of directors shall not be less than eag�{8}twentv (201 nor more than ��°��,� thirtv-five (351 Section 3.03 O�anization. At each meeting of the boazd of directors, the chair of the corporation shall preside. The secretary of the corporation shall ensure tkat records of all proceedings of the boazd of directors are created and maintained by the corporation. 1678?9?.01 �- �' G Y-� %� SZh LS&D ARAFT June 12, 7998 Section 3.04 Resignation. Any director of the coiporation may resign at any tune by giving cvritten notice to the chair or to the secretary of the corporation. The resignation of any director shatl take effect at the tune specified therein; the acceptance of such resignation shali not be necessary to make it effective. Section 3.05 Vacancies_ Any vacancy on the boazd of direclors caused by death, resignation, disqualification, removal or an increase in the number of directors in accordance with Section ��.02, or any other cause, shall be fiile@ �'��^�'� � �«-�°��'�-. *'�� *�^^�- ,��- _ > rh: �,,..,,� ;, �� u* �,�;-� t��n � accordance with Section ��.02, and each director so Et�esea � ele te shalt hold offce for the unexpired term of his/her predecassor in office. Section 3.06 t�nnual Meeti�. An annuai meeting of the boazd of directors shali be hetd at such place within or without the State of Minnesota as may be designated by the boazd of directors, fot the purpose of etecting the officers of the corporation, if necessary, and far the transaction of such other business as, shall come before the meeting. Section 3 07 Resular �ieetin�. In addition to the annual meeting,,�egulaz meetings of the board of directors shall be held from time to fime but in no event less than two (2� times annuallv and at such place(s) within or without the State of Minnesota as the boanl may determine. S, �ction 3.08 Special tifeetings. Special meetings of the boazd of directors may be called for any purpose or purposes at any time by the chair or upon the written request of one of the directors. Special meetings shall be held within or without the State of Minnesota as the chair may determine. f678?92.01 r� r- 3 98-Sz� LS&D DItAFT June l2, 1998 Section 3.09 Notice of Meetin e. If directors aze given noTice of the regular meetings scheduled for any calendaz or fiscal yeaz, no further notice need be given for any regular meeting scheduled in such notice. Unless such notice of the regulaz meetings scheduled for any calendar or frscal yeaz has been given, written notice of each annual and special meeting shall be mailed to each director, addressed to him/her at his/het residence or usual place of business at least two (2) days before the day on which the meeting is to be held, or faxed or delivered personally no later than one (1) day before the day on which the meeting is to be keld. Each such notice shall state the time and pIace of the meeting, but need not state the purposes thereof except in the case of special meetings. Notice of any meeting of the board need not be given to any director who shali be present at such meeting; any meeting of the boazd shall be a legal meeting without any notice having been given, if ali of the directors of the corporarion then in office shall be present thereat or by written consent and waiver of notice thereof signed by all directors. �ection 3 10 Quorum and Manner of Actine. Except as otherwise provided by statute or by these bylaws, one-half of the total number of directors shall be required to constitute a quonun for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the boazd of directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time untii a quonun be had. Notice of any adjourned meeting need not be given. If a c�uorum 's oresent when the meetin i convened the directors nresent mav continue to transact businese u�til adjournment even thou�h the withdrawaI of directors originaliy �re�ent leaves less than a 4uorum• 1678292.Oi 7 211 � 98 52�, LS&D DRgFT June 11, 1998 Sectinn ; 11 Removal of Dir �t rs. Any direcior, other than the eleven directo who serve as director bv virtue of the offices thev hold Cn, �- r,.....,.. ne__.....,..«.. •. - may be removed, either with or without cause, at any time, by a vote of a majority of the remaining directors'- at a special meeting called for that putpose or at a regular or annual meeting provided the notice of any such re�ulaz or annual meeting indicates that a vote on such topic will be held or provided that all the directors of the corporation shall be present thereat; and the vacancy in the board of directors caused by any such removal shall be filled �-agge�t�°�� M�vn- �+�- ��-� c�- �• � '� in accor th Section 32.02. , , dance wi �ection 3 12 Executive Committee. Th� �-��-a �F a�-��+�-� ��,� - • �> . . , , �� ..a ��,.� .:.1...,.. ..k..tl .. .. C.. �' �+� The dav to day operations of �is coraoration shall be Quided by an executive committee con isting of seven (71 members who also serve as directars of the coroorarion Four of �he members shail be (i) the chair of the board (who shall serve as the chair of the executive committee or hali designate �nother member of the �xecutive committee to serve in t�is/her place as chair of the e ecutive co mittee) (gl the vice �hair of the board (iiil the treasurer of the corporation (who also serves as the chair of the fii ance committeel and tiv) the Mavor of the Citv of 4aint Paul Minnesota or the MayoL'S desienee The terms of office as member of the executive committee for these four nersons shali be coterminous with uch nerson'� term of o�c� so that when each ceases to hold uch I67829?.Oi �j �8-�zb LS&D DRAFT June 12, 1998 o'ti n his er o ition a mem er f the executive c mmittee aut maticall terminate remainin� member hall be elected bv the boazd of directors at its annual meeting Each such member so elected shall serve for a term of one 11 vear The executive committee of the corporation shall meet on a regulaz basis, but in no event less than four (4) times annualiy and shall enjoy the full pow�ers of the directors of the corporation to act on the corporation's behaif at any time by a majority vote of the executive committee, and said executive committee shall have the authority to bind the corporation as if the action were taken by the full boazd of directors: The executive committee shall also serve as the nominating committee and personnel committae. �ection 313 Finance Committee. 'T''-° '��-a �F a:-��«�-� ��,�„ � ' .,t ...ee«:.,,. «t,e �.,.....a _r a:-'_`-_- -t-n - f„ ., ..�., ies-c�3 ��ranFe-ee�ti�ee T ,. ��, a• ; • , , F3F2F1i0.�h� �-� � \i' � F F�aae.,�f.o.,. ..1...71 7�,. ., _a,.� _ "_t ___'__i __ _ _ T�� iu� co oration's financial matters fi1ndraisin efforts and allocation of funds so raised shall be overseen bv a finance committee consisting of not more than eleven (111 members Two members shall be the chair of the azd �d the treasurer (who shall serve as the chair of the finance committeel who shall erve on the finance committee for a term concunent with such 1678292.OI � ]-3 9� 5� LS&D DR9FT June 12, 1998 o�ficer's term as chair or treasurer additional th ee �3) members shall also serve as direcr�r� of�e corooration and the remainin memler� uD to six (61 shall be non-directors T}�P¢c thrrr _(31 to �in�(91 member chali hP Plected bv the bo�rd of directors at its �nnual meet� � Th� terms of office for the three (3) members who al o serve as directorc �hall be equal to the shorter Qf (a t ee (3) veazs or (j�l a term coterminous with the director' term as director and the term of office for the members who are not directors shall be eaual to three (31 veazs The terms of the members shali be staeeered so that as ne rIy is practicable one third,.jl/31 of such members shall be elected at each �nnual me ting of the boazd of director Any vacancy on the finance committee caused by death, resignation, disqualification, or removal shall be filled by a}�g�ex�lection by the board of directors at its next regular or annual meeting, and any member so chosen shall hold office for the unexpired term of his/her predecessor in ofFce. For the purpose of determining the term of any director on the finance committee ag�ei�te� e t d to fill such a vacancy, the term shall be the shorter of� the unexpired portion of the three (3) year term of his/her predecessor; or�or a member who must also be a director -(�j a lesser tenn which is coterminous with the zeplacement �director's term as director. The finance committee shall have general authority and responsibility for overseeing_ all funds and expenditures of the corporation� and shail make recommendation to the boazd of directors or the executive committee actine on the bo�rd's behalf with resoect to (a� raising the funds needed for both the annual ooeration of the corporation and the corporation's .�rojects and (b� allocating the funds needed for the corooration's �roiects so as to best further the cor�oration's goals and �riorities._ In addition each vear at ieast two (2 months brior to the end of the corporation's fiscal vear the �nance committee shalt submit a work �ian for the next fi cal yeaz to the board of directors or 16�829? 01 (�1 Z� LS&D DRAFT �� June 12, 1998 the executive committee acting on the board' behalf for i review and approval The work olan shall set forth the finance cornmitee'c�oals and objectives and e�lanations of the activitie it will en a e in t accom lish th e als and 'ective . Section 3.14 Other o mittee . The boazd of directors may, from time to time, establish such other committees as a majority of the board deems appropriate. Ali committee members must be naturai persons, and any minutes of any committee meeting must be made available, upon request, to the members of the committee and to any d'uector. Section 3 15 Removal of Non Direcrnr C'nmm;ttP r� H � r-Piltra-�i_nr^ - ,.«,..... ....:rro ,.,1.,. ..7,,. _1_ _r.L' _'__ 3fl�CFlvPmod h�Ln��v: . �.1.:.� ,. ""'_ '_ «.1.,...e.. „ ..L.......,.... �r _ ,r ° _ _ ' ' ' `' __ Any e�ke�-non-director committee member may be removed, either with or without cause, by a vote of the boazd of directors at a special meeting calied for that purpose or at a regular or annual meering provided the notice of such a regulaz or annual meeting indicates that a vote on such topic will be held or provided that all directors of the corporation shall be present thereat and the vacancv in the committee caused by such removal shall be filled throu h election by the board. ARTICLE IV ffi er �ection 4.01 Number. The ofFicers of the corporation shall be an executive director, a chair, a vice chair, a secretarc�, a treasurer, and, if determined by the boazd to be necessary or appropriate, such other ofFcers as the boazd shall deem necessary or appropriate. Any two (2) or more offices, except those of chair and vice chair, may be held by the same person. Section 4.02 Election Term of Office and Oualifications. Unless such other term of office is set or determined by and through an employment contract or agreement, the o�cers 1678292.01 � _ 1 �� 98�2� LS&D DR4FT June 12, 1998 shall be elected annually by the board of directors, and, except in the case of officers appointed in accordance with the provisions of Section 3-�4.12, each shal] hold office until the next annual election of officers and untiI hislher successor shali have been duly elected and qualified, or until his/her death, or until he/she shall resign, or until he/she shall have been removed in the manner hereinafter provided. The chair, the vice chair, and the treasurer must be directors. Officers other than the chair, the vice chair, and the treasurer need not be directors. Section 4 03 Resignation ,. Any officer may resign at any time by giving written notice of his/her resignation to the board of directors, or to the chair or secretary of the corporation. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shail not be necessary to make it effective. Section 4 04 Removal. The method and bases for removal of an officer who is an employee shall be set and govemed by and within said officer's employment contract or agreement, if an�. Any other officer may be removed, either with or without cause, by a vote of the boazd of directors at a special meeting catled For that purpose or at a regular or annual meeting provided the notice of such a regular or annual meeting indicates that a vote on such topic will be held, or provided that atl ihe directors of the corporation shall be present tliereat. Section 4 OS Vacancies. A vacancy in any office because of death, resignation, removal or any other cause shall be filled at the next regulaz or annual meeting of the board of directors for the unexpired portion of the term in the manner prescribed in these bylaws for election or appointment to such office. �ection 4.06 Executive Director. The executive director shall be the chief executive officer of the corporation and shal] have general active management of the business of the 16�829?_07 11' ��--��'-� �� 5z6 LS&D DRAFT June 12, 1998 corporation. The executive director shall see that all orders and resolutions of the board of directors aze carried into effect. The executive director may execute and deliver in the name of the corporation any instruments pertaining to the business of the corporation, including, without limitation, any instruments necessary or appropriate to enable the corporation to donate income or principal 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 executive director. The executive director shall have other duties as may from time to time be prescribed by the boazd of d'uectors. Section 4 07 Chair of the Boazd. The chair of the board shall preside at all meetings of the boazd of directors. In the event the chair of the boazd is absent from a boazd of directors meeting, the vice chair, or, if the vice chair is absent, the director designated by the executive committee shall preside over the boazd meeting. The chair shall perform such other duties as may from time to time be prescribed by the board of directors, and, in general, shall perform all duties incident to the o�cer of chair of the board. $ection 4.08 Vice Chair of the Boazd. The vice chair of the boazd shall have such powers and shail perform such duties as may be specified in these Bylaws or prescribed by the board of directors or by the chair. In the event of absence or disability of the chair, the vice chair shall succeed to the chair's power and duties. Section 4.09 Secretarv. The secretary shall ensure that proceedings of ineetings of the boazd of directors aze properly recorded. The secretary shall, when directed to do so, ensure that proper notice of ineetin�s of directors is given. The secretazy shal] perform such other duTies as 167829?.01 1 � 9 � s2� LS&D DRAFT June 12, 1998 may from time to Yime be prescribed by ihe board of directors or by the executive director, and in general, shall perform all duties incident to the office of secretary. The secretary of the corporation' or in such officer's absence any person whom the chair shail appoint, shall act as secretary of each meeting of the boazd of directors. Section 4 10 Tre uer. The treasurer shall ensure that accurate accounts of all moneys of the corporation received or disbursed aze kept. The treasurer shalI oversee the deposit of all moneys, drafts and checks in the name of, and to the credit of, the corporation in such banks and depositories as the board of duectors shall from time to time designate. The treasurer shali have power to endorse for deposit ail notes, checks and drafts received by the corporation as ordered by the board of direciors, making proper vouchers therefor. The treasurer shall render to the executive director and to the directors, whenever required, an account of all the treasurer's transacfions as treasurer and of the financial condition of the corporation and shall perform such other duties as may from time zo time be prescribed by the board of directors or by ihe execu6ve director, and, in general. shall perform all duties incident to the office of treasurer. Section 4 1 I As istant Trea urer T'he corporation mav have but is not rec�uired to have an assistant treas rer The si tant treas j er shall have uch duties as mav be prescribed bv the board of directors or ihe executive director or may be dele a� zed�,v the treasurer Section 4.1�2 Other OfficPra. 'fhe corporation may have such other officers and agents as may be deemed necessary br the boazd of directors, who shall be appointed in such manner, have such duties and hold the'u offices for such terms as may be determined by resolution of the board of directors. ARTICLE V Books and Records Audit Fi�ca] ye� 1678292.01 j� 1 �'�j 98-sz� LS&D DRAFT Jane 12,1998 Section 5.01 Book and R ord�. The boazd of directors of the corporntion shall cause to be kept: ( 2) records of atl proceedings of the board of directors; and (2) such other records and books of account as shall be necessary and appropriate ta the conduct of the corporate business. Section 5.02 Documen Ke�t at Re istered Office. T'he board of directors shall cause ta be kept at the registered office of the cotporation originals or copies of: ( I) records of all proceedings of the boazd of directors; and (2) the Articles of Incorporation and Bylaws of the corparation and all amendm�nts thereto. Section 5.03 Audit. The board of directors shail canse the records and books of account of the corporation to be audited at least once in each fiscal yeaz and at such times as it may deem necessary and appropriate. Se tion �.04 Fiscal Year. The fiscal yeaz of the corporation shall be determined by the board of directors. ARTICLE VI Waiver of Notice Whenever any notice whatsoever is required to be given by these Bylaws 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 Meetines 1678292 01 1 Q -�� 9�-�z� LS&D DRRFT June I1,1998 Section 7.01 Authorization Without a Meeting. If permitted by the corporauon's Articles of Incorporation, any action that could be taken at a meeting of the boazd of directors may be taken without a meeting when authorized in writing signed by the number of directors who wouid be required to take the same action at a meeting of the board of directors at which all directors were present; provided, however, that aIl directors must be notified of its text and effective date within one (1) week following the date of such action by first-class mail or by facsimile transmission sent to each director's address or facsimile number registered in the corporation's records unless a d'uector has previoasly designated an altemate address by written notice to the chair or to the secretary of the corporation; and provided further that the written action is effective when signed by the required number of directors, untess a different effective time is provided in the written action. This section shall govem meetings of the board of directors, but shall not govern committee meetings. Section 7.02 Meeting Via Electronic Communications. A cortference among directors by means of communication through which the directors may simultaneously heaz each other during the conference shall quatify as a meeting of the boazd of directors if the same notice is given of the conference as would be required for a meeting and if the number of directors participating in the conference constitutes a quorum. Participation in the meeting by this means constitutes personal presence at the meeting. $ection 7.03 Participation by Electronic Communications. A director may participate in a meeting of the board of directors by any means of communication through which the ditector, other directors participating, and all directors physically present at the meeting may I678292 OI �t 2� �� z� LS&D DRAFT June 12, I998 simuitaneously heaz each other during the meeting. Participation in a meeting by this means constitutes personal presence at the meeting. 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. Approved: Secretary ie�szez.o� ] } Council File # �Z� l,�i\�17� RESOLUTION PAUL, MINNESO7'A r�z.. -�r-�� Referred To Green Sheet # lo O6la � � �[I�1 S � l� 1 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAINT PAUL SUPPORTING TAE 2 RESTRUCTURING OF SAINT PAUL RIVERFRONT CORPORATION, APPROVING A1V 3 AMEIVDMENT TO THE ARTICLES OF INCORPORATION OF THE SAINT PAUL RIVERFRONT 4 CORPORATTON, AND SELECT'ING CHRIS COLEMAN TO BE ONE OF TIiE CITY COUNCIL 5 REPRESENTATIVES TO THE CORPORATION 6 WF�REAS, the Ciry Council of the City of Saint Paul (the "City Council") has recently reviewed and endorsed 7 the ten principles set forth in the Saint Paui on the Mississippi Development Pramework (the "Framework"), 8 which signify a more integrated approach to city building; and 9 WHEREAS, Saint Paul Riverfront Cotporation (the "Corporation") has developed a proposal for its own 10 restructuring (the "Proposal") in a way that wili enable the Corporation to promote implementation of the design 11 principles and development plans articulated in and consistent with the Framework; and 12 WI�REAS, the Board of Directors of the Corporation has previously approved the Proposal, and its concept of 13 restructuring the Corporation in general accordance with the Framework, and has asked that the City Council 14 apgrove the necessary amendment of the Corporafion's Articles of Tncorporation, as required by Article XII of 15 such Articles of Incorporation; and 16 WI�REAS, the City Council has reviewed the Proposal and the Second Amended and Restated Articles of 17 Incorporation and Third Amendment and Restated Bylaws, which have been ptepared by the Corporation in 18 order to implement the Framework; and 19 WHEREAS, the City Council supports the restructuring of the Corparation described in the Proposal and in the 20 Second Amended and Restated Articles of Incorporaflon and the Third Amended and Restated Bylaws of the 21 Corporation; and ?2 WF�REAS, the Proposal provides for two members of the City Council to be members of the Corporation's ?3 Boazd of Directors, one being the President of the City Council or his or her designee, and the second being a ;4 City Council member selected by the City Council; and 5 WHEREAS, the President of the City Council has indicated his intention to designate Councilmember Mike 6 Harris to continue to serve on the Corparation Board as one of the City Councii Members, and Councilmember 7 Chris Coleman has indicated his interest in conYinuing his membership on the Board of Directors of the 3 Corporation. ) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul that: � 1. The Second Amended and Restated Articles of Incorporation are hereby approved in substantialiy the form submitted and attached hereto as Exhibit A. 1 2. The City Council hereby selects Chris Coleman to serve on the Corporation's Boazd of �" 5 � � 2 Directors in the directorship reserved for a City Council Member selected by the City 3 Council. The tezm of Chris Coleman's service on the Corporation shall be one yeaz, subject 4 to re-selection by the City Council, as provided in the Third Amended and Restated Bylaws. Requested by Department of: � Approved by Mayor: � Form Approved by City Attorney � Approved by Mayor for Submission to Council � � Adopted by Council: Date ��c.< �� 9 � � Adopflon Certified by Council etary � city coun�il B. Coleman June 24, 1998 wrz TOTAL # OF SIGNATURE PAGES GREEN SHEET ocr�uslB�r enFCtae �8 5Z� No 60661 rn,rca.n ❑ bfY�iTOONEY ❑ tlrvaiRK ❑ wuwcutsaxcrsaw. ❑ wuxu��acmi+ctta ❑wrae(ae.umm.wrl ❑ (CUP ALL LOCATIONS FOR SIGfdATl1RE� A Resolution supporting the restructuring of Saint Paul Riverfront Corporation, approving an Amendment to the Articles of IncoxporaCion of the Saint Paul Riverfront Coxporation, and selecting Chris Coleman to be one of the City Council representatives to the Corporation PLANNING CAMMISSION CIB CAMMITTEE dVIL SERVICE COMMISSfON tiesth� ce�soMrtm e✓er worked under a arit�act tor this depaAmem? VES NO Has Uis PeisoMrm e+er 6een a ci1Y emVloyee7 YES NO �s m� ve�so�� ao�s a�an ��sura� �r anv cu�m o�y �awy�v YE9 NO Is fhis P��rm a ter6eted oentloR YES NO Saint Paul Riverfront Corporation restructuredso the Corporation will be enabled to promote implementation of the design principles and develogment glans articulated in and consistent with the Framework. The Corporation will be enabled to promote implementation o£ the design principles and development plans articulated in and consistent with the Framework. None. Saint Paul Riverfront Corporation will not be restructured and would be unable to promote �°c�TB�'�' SOURCE INFORMATON (IXPWM COSi7RFVENUE BUWE7EO Iq2CLE ON� YE9 NO acrnm HursEre �o�ltt�� cS�:�?"=`�et Lw!'s'ci �!8 SZ � LS&D DR4FT June I2,1998 SAINT PAUL RIVERFRONT CORPORATION SECOND AME�IDED AND RESTATED ARTICLES OF iNCORPORATION EXHIBIT A I678300.01 9� sZ� LS&D DR.iFT June 12, 1998 ARTICLES OF AMENDMENT OF SAINT PAUL TVFRFRnNT O PORATION A.�I�iDED AND RESTATED ARTICLES OF INCORPORATION Originally Executed January 2$, 198� Amended and Restated June 22, 1994 Article L• Name Article II: Purposes and Powers Article III: Pecuniary Gain Prohibited Articie IV: I7uration Article V: Registered Office Article VI: Dissolution Article VII: IVo Members Article VIII: Action Without Meeting Article IX: Liabiliry Article X: Stock Articie XI: Amendments to Articles I618300.01 98 �SZ� LS&D DRAFT June I2, 1998 ARSICLES OF AME�iDMENT OF SAINT PAIiL RIVERFRONT CORPORATION A:�SENDED AND RESTATED ARTICLES OF INCORPORATION Pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317A and the Amended and Restated Articles of Incorporation of this Corporation, Saint Paui Riverfront Corporation has adopted and the City of Saint Paul, Minnesota has approved certain amendmenu to the Amended and Restated Articies of Incorporation of the Corporation. The foliowing Second Amended and Restated Articles of Incorporation incorporate all such amendments and restate, supersede, and take the place of the existing Amended and Restated Articles of Incorporation of River&ont Redevelopment Corporation. SECOND �VIENDED AND RESTATED ARTICLES OF INCORPORATIQN OF SAINT PAIJL RIVERFRONT CORPORATION ARTICLE I Name The name of this Corporation shail be the "Saint Paul Riverfront Corporation." ARTICLE II Pur�oses 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 Intemal Revenue Code of 1986, as now enacted or as hereafter amended, and, in furtherance of such charitable purposes, including the public purpose of the City of Saint Paul, Minnesota, shall primazily work towazd the City of Saint Paul's transformation into and maintenance as a model urban center. The Corporation shali also have ail of the powers afforded to it by the provisions of the Minnesota Nonprofit Corporation Act and all acts amendatory or supplementary thereof. 7678i00.01 �8-5Zb LS&D ORAFT June 72, 1998 ARTICLE III Pecuniarv Gain Prohibited This Corporation does not and shall not, incidentally or othenvise, afford pecuniary gain to its directors or officers procided that this Corporation may pay reasonable compensation for services rendered to or for the Corporation and may pay actual expenditures incutred on behalf of the Corporarion in the performance of its purposes as set forth in Article II hereof. No part of the property or the net eaznings of this Corporation or any other pecuniary gain or profit shall, directly or indirectly, be dishibutable 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 shail not cacry on any activity not permitted to be cazried on: (a) by a corporation exempt from federal income tas under Section 501(c)(3) of the Intemal Revenue Code of 1986, as now enacted or as hereafter amended, including but not limited to, the prohibition against any substantial pan of the activities of the Corporation being the carrying on of propaganda, attempting to otherwise influence legislation, or participating in, or intervening in any political campaign on behalf of any candidate for public o�ce, ot (b) by a corporation, contributions to which aze deducrible under Section 170(c)(2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE IV ratio The duration of this corporation shall be perQetual. ARTICLE V Registered Office The registered o�ce of this Corporation in the State of Minnesota shall be located at 745 Norwest Center Tower, �5 East Fifth Street, in the City of Saint Paul, County of Ramsey, State of Minnesota >j 101. ARTICLE VI Dissolution Upon dissolution of this Corporation, the boazd of directors shall, after paying or making provision for payment of ali of the liabilities of the Corporation, distribute the assets of the 2 1618i00A1 9�' Sz� LS&D DRAFT June I2, 1998 Corporation to such oreanization or organizations, as the boazd may determine, wiuch aze organized and operated exclusively for charitable purposes and which qualify as exempt organizations under Section 501(c}(3) of the Tnternal Revenue Code of 1986, as now enacted or as hereafter amended. :�ny assets not so disposed of shail be disposed of by the district court of the county in which the principal office of the CorporaUOn is then located, exclusively for such purposes or to such orsanization or organizarions, as said court shall determine, which aze organized and operated for such purposes. No distribution of the assets of this Corporation shall ever be made to or inure to the benefit of any member, director or officer of this Corporation, or to any private individual within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE VII No Members The corporarion shall not have members. ARTICLEVIII Action Without Meeting Any action required or permitted to be taken at a meeting of the board of directors may b� taken without a meeting if authorized by a writing or writings signed by the number of directors that would be required to take the same action at a meefing of the boazd of directors at which all directors were present; provided that when action is taken by less than all directors, ali directors must be notified immediately of its text and effective date; and provided further than the written action shall be effective �chen siened by the required number of directors, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action is not liable for the action. ARTICLE IX iabiti Directors and officers of this Corporation shall not be personally liabie to any extent whatsoever for obligations of this Corporation. ARTICLE X Stock This Corporation shall have no capital stock, either authorized or issued. 1678300.OI 9'8�sa� LS&D DRAFT June 11, 7998 ARTICLE XI Amendments to Articles The City Council of Saint Pau1, Minnesota, must approve any amendment to these Articles of Incorporafion. Dated: Secretary 0 �e�s,00.o� 98-5�� D�� June 12, 7998 �. .. . .� . _ -��_.�., •:'�:� �► SECON AMENDED AND RESTATED ARTICLES OF INCORPORATION I678iW.04 9� sz� LS&D DRAFT June 12, 1998 � � • . � � . . ., . � � � r�d_. • • �� ' � � �. .�e.a.�_ AIvIEi��ED AND RESTATED ARTICLES OF NCORPORATION Originally Executed January 28, 1985 A�ended and Restated June 22 1994 Article kI: Name Article ��: Purposes and Powers Articie 3II�: r....a:,..,. „ vr. , .e_ , ...«pecuniary_Gain Prohibited Article 4IV: Duration Article �V: Registered Office Article 6VI: Dissolution Article �VII: No Members . Article �3VII�: Action Without Meeting Article �-BIX: Liability Article �X: Stock Article�X�: Amendments to Articles 1678300.01 98 sz� LS&D DRAFT June I2, 1998 ARTICLES OF .��IENDMENT OF DTSIFDL'D(1hTT O r� �r�s no�,rc�rr SAINT PAUi RIVF F ONT CORPORATION AIRENDED AND RF_STATED ARTICLES OF INCORPORATION Pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317A and the Amended and Restated Articles of In orporation of is Corporation, F.14P"�'^^' D a , ��TM�-- �� Saint Paui Riverfront Corporarion has adopted and the City of aint Pa �l Minnesota has approved certain amendments to � the Amended d Re tated Articies of Incotporation�f t e C�oration. The following eco Amended and Restated Articles of Incorporation incorporate a!1 such amendments and restate, supersede, and take the place of thgexisting Amended and Re tated Articles of Incorporation of Riverfront Redevelopment Corporation. SEC�ND AiviE1VDED AND RESTATED ARTICLES OF INCORPORATION OF SAIN_ T_ PAI;L RIVERFRONT �n��.-�� ARTICLE I Name The name of this Corporation shall be the "Saint Paul Riverfront Corporation." ARTICLE II Purooses This Corporation is organized and at a11 times sha11 be operated exclusively for charitable purposes within the meaning of that term as used in Section 501(c}(3) of the Intemal Revenue Code of �1-5414$(, as now enacted or as hereafter amended, and, in furtherance of such charitable purposes, including the public purpose of the City of Saint Paul, Minnesota,--i� . YA i'ni: tl. .1 .7' ,7 .] }} � nl .�1C r,. L. t'� [c¢c� �P�PFi8�3E3t��t-�rt� F� nr t- rl.e \,f: D' .i !' ',] t n• ,.: APai�a711c /� � 'A .7 d_.u. �r «4.e �`:e.. ..F a_ � n___t _ � . > > \ / _"� ' _ __b_b_ �m»iam�nr�f c t� c n i_ut.,o,.�.,..., n.� n ,,,-- -'---' ,. , 1-I-� t6'8300 al 9� Sz� LS&D DR9FT June 12, 1998 ._ .: - --- - o: -- - - - - - - - : - - - - ' :-: - ' ' ' " ' " ' ' " :' " : " :a � .: : • • ' ' ' ' . ' C L. t..tl.,.�..�..e tL:.. ,. 1, il L. 1 L. r yr� rP fliliT A L. .7 ' ' l. hl... C ..e�...:« .. ................ :.....1..A:.-,_ at' __""__ " ___""__ __� __'1—__�� ..� ....... .�... .....r+..+...... ..�• D b > D 7 .:...7 ..A ..t...... .,1...�..,,,,_.__ ..L_at__ t_. '_t___ Y f" J � " — � > > a . .. v e > e e e e m'llu� , •:c•^ .,.7 '.«..;1..,.: .,c ..a _c__ _> >� _c c_ ,_ a c ___' " ___ ' ____ ___ E 9E8 .». a �' � �.,,,, � � «t,.. �.«.t,,._,...,.,. ,.r .�' _ —__" 'r .v" '_____ __ _ > e > > �flRil:nyr_ .L:..1. :n�e..♦ ..:tl, al.e C.. .i 7..' 1. CC i i b ` �P - ' > Thar- �-a �••Y � �- �hall primarilv work towazd the Citv of Saint Paul's transformation into and maintenance a model urb n center The or�oration shall also have all of the pow afforded to it bv the�rovisions of the Minnesota Non}�rofit Cor�oration Act and all acts amendatorv or suovlementary thereof ARTICLE III Pecuniarv Gain Prohibited This Corporation does not and shall not, incidentally or otherwise, afford pecuniary g�ain to its directors or officers provided that this eCorporation may pay reasonable compensation for services rendered to or for the eCorporation and ma�p�y actual exoenditures incurred on behalf of the Corporation in the performance of its purposes as set forth in Article II�hereof, �~a ��:n� m �l.,.......... a ,t• :�:ti.,��,,.,..:., a..+t,,._....,... ,.c,.__ -_.'-_-- -r ----- - r- _,- . r � --- - �"'`"' °_� T �-'��`. No part of the proper[y or the net eamings of this E�orporation or any other pecuniary gain or profit shall, directly or indirectly, be distributable to or othenvise inure to the benefit of any member, director, or officer or any other person having a personal and private interest in the acti��ities of the eCorporation. Notwithstanding any other provision of these Articles, this Corporation shall not carry on any activity not permitted to be carried on: (a) b�� a corporation exempt from federal income tax under Section 501(c)(3) of the Intemal Revenue Code of 1986, as now enacted or as hereafter amended, includina but not limited to the prohibition against any substantial part of the activities of the Cor�oration being the carrving on of pro�aganda. attem tina to otherwise influence leaislation or participatin� 2� 16i3i00.01 98sZ� LS&D DRAFT June 12, 1998 in o�intervening in any �olitic�a��n on behalf of anY candidate for public office or @) by a corporation, contributions to which aze deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended. ARTICLE IV ur ti The duration of this corporation shall be perpetual. ARTICLE V Registered Office The registered office of this sCorporation in the State of Minnesota shall be located at 'zan (-:,., v..ttrr,..,...t,,.,,�� i c�:r,,... v_r�___ .�___� ___ ��45 Norwest Center Tower_ 5 Eds Fiftll treet, in the City of Saint Paul, Counry of Ramsey, State of Minnesota 5510��. ARTTCLE VI Dissoluuon Upon dissolution of �t i e�orporation, the board of directors shall, after paying or making provisian for payment of ali of the liabilities of the eCorporation, distribute the assets of the eCorporation to such organization or organizations, as the boazd may determine, which aze organized and operated exclusively for charitabl? ea__..' .:.....:. ... ...:....�:�:� purposes and which qualify as exempt organizations under Sections 501(c}(3) ��^°'�'�� - �^� of the Internal even e Code of 1986. as now enacted or as her after amend d. Any assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the s�orporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which aze organized and operated exclusively for such purposes. 1Vo distribution of the assets of thi or�oration shali ever b made to or inure to the benefit of anv member. director or officer of this Corporatio_n. or to �;y_.private individual within the meaning of Section 501(c2 �l o the Intemal Revenue Code of 1986 as now enacted or as hereafter amended ARTICLE VII No Memberc The corporation shall not have members. 3�3 1678iQ0Al 98-5z� LS&D DRAFT June I2,1998 _.�,iiiiii '- - - - - - - - - - - - • - - -- - - - • - - . - - � - - - • �- -- - ' - - - - - �- - - '-• • - - - - - - - - - r' - - ' - - - ' - '- -- � - - ' '-• -- -- -- --- o - � '- • - • . � ' • _ • - � - - - - ' �-' - _ � � - - - -' - - - - a ' " ' ' ' ' _ ' '- • ARTICLE-�VIII Action Without MeetinE Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meetine if authorized by a writin� or writings 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 that when action is taken by Iess than a11 directors, all directors must be notified immediately of its text and effective date; and provided further than the written 4}3 ie-a;oaai 9�=s�� LS&D DR9FT June 12, 1998 action shail be effective when signed by the required number of directors, unless a different effective time is provided in the written action. Failure to provide the notice does not invalidate the written action. A duector who does not sign or consent to the written action is not liable for the action. ARTICLE IX ia ili Directors and officers of this s�orporation shall not be personally liable to any extent whatsoever for obligations of this s�orporation. ARTICLE X� t ck This sCorpontion shail have no capital stock, either authorized or issued. ARTICLE XI� Amendments to Articles The City Council of Saint Paui, Minnesota, must approve any amendment to these Articles of Incorporation. Dated: Secretary � I6J8300.01 �8 sz � LS&D DRAFT June I2, I998 SAINT PAUL RIVERFRONT CORPORATION ��'�� AMBNDED AND RESTATED BYLAWS 1678292.01 9� �sz� LS&D DRAFT lune 12, 1998 TABLE OF CONTENTS PaQe ARTICLE I O�ces .................... Section 1.01 Registered Office... Section i.02 Other Offices.......... ARTICLE II Purposes ................ ........................................................................1 � ........................................................................ i � ........................................................................1 �- ........................................................................1 � ART'ICLE III Board of Directors ...................................................................................................2� Section 3.01 General Powers .............................................................................................2� Section 3.02 Number and Term of OfFice ..........................................................................2� Section 3.03 Organization ..................................................................................................44 Section Resisnation ...................................................................................................�� Section 0� Vacancies ......................................................................................................53 Section 3.05 Annual Meeting ............................................................................................�� Section 3.07 Regular Meetines ..........................................................................................�� ection 3.08 Special Meetin2s ...........................................................................................�� Section 3.09 Notice of Meetings ........................................................................................�» Section 3.1� Ouorum and Manner of Actin�, .....................................................................E6 Section 3 11 Removal of Directors ....................................................................................7g Section 3 12 Executive Committee ....................................................................................7� Section 3.13 Finance Committee .......................................................................................88 Section 3.15 Other Committees .......................................................................................10� Section 3 16 Removal of Non-Director Committee Members .......................................��1$ ARTICLE IV Officers ............... ....................................................................10-1-9 Section Number .....................................................................................................10�-8 Section 4 02 Election Term of Office and Oualifications ............................................10�-9 Section 4.03 Resignations ..............................................................................................1 l� Section Removal ....................................................................................................t I� Section 4.05 Vacancies ..................................................................................................�}-1- Section 4.06 Executive Director ....................................................................................�� I6782$ 01 � t 9�-Sz� LS&D DRAFT June I2,1998 Section4.07 Chair of the Boazd .....................................................................................12�-3 Section 4 08 Vice Chair ofthe Board ............................................................................��-3 Section Secretarv ................................................................................°-....-.°-....---�-�? Section4 10 Treasurer ...................................................................................................13�3 Section 4 11 Assi�rant Tre t rnr ....................................................................................1�-�' Section Other Officers ...........................................................................................13�3 ARTICLE V Books and Records, Audit, Fiscal Yeaz ...............................................................13� Section S.dI Books �nd Records ...................................................................................14�-3 SecYion 5 02 Documents Ke�t at Registered O�ce ......................................................14�4 Secrion5.03 Audit .........................................................................................................14-1�4 Section5 04 Fiscal Year ................................................................................................14�4 ARTICLE VI WaiverofNotice....... ................................................................14�4 ARTICLEVII Meetings ............................................................................................................14�4 �ection 7.01 AuthorizaTion Without a Meeting .............................................................1�-�4 �ection 7 02 Meering Via Electronic Communications .................................................�-K Section 7.03 Partici an rion by Electronic Communications ...........................................15-13 ARTTCLE VIII Amendments ....................................................................................................16�-5 1678292.01 11�� jl 1} LS&D ARA�T �` June 12, 1998 ��THIRD AMENDED A1VD RESTATED BYLAWS OF SAiNT PAUL RIVERFRONT CORPORATION ARTICLE I ces Section 1 01 Registered Office. The registered office of the corporation in Minnesota shall be that set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or resolution of the directors filed with the Secretary of State of Minnesota changing the registered office. �ection lA2 Other OfFces. The corporation may have such other offices, within or without the State of Mi�esota, as the directozs shall from time to time determine. ARTICLE II Purooses The co oration is or;anized and at all times shall be o�erated exclusivelv for charitable �.urposes within the meaning of that term as used in Section 501(c1�3� of the Intemal Revenue C9de of 1986 as now enacted or as hereafter a ended and in furtherance of such charitable purposes includine the �ublic purpose of the Citv of Saint Paul Minnesota shall grimarilv work towazd the Citv of Saint Paul's transformation into and maintenance a a model urban center T �e corooration's ourr�oses include but aze not limited to,�zromo�no the imnlementation of the design principtes and develo ment nlans articulated in or coneicrent with the Saint Paui on the Mississipni Framework a�d t ou h that work to ja� achieve a roadlv based communitv understanding of and su�l.port for the vision for the C"*v of Saint Paul's deveionment and broad based communitv articipation in activities and events that contribute to the achievement of the vision• j��encoura�e p� ose I consistent and int�rate�lanning for the City of Saint P�u�, 1678292.01 �'�-�sz� LS&D DRAFT June 12, 1998 adherence t� high st nd *d of �rb n d ign and the ado�tion of a long term view 'n ignifican develo�ment decisions (cl stimulate commercial and other business investment in the Citv of �int Paul in a wav that contributes to an i�rovement in the qualitv of life for ali who live and work in the Citv of Saint PauI: Ll facilitate deveIo�ment of housing oRpor[uniries in the dQwntown and adjacent areas of the City of Saint Paul frLr people at a range of income I�• (e) r�lize the advanta�es to the Citv of Saint Paul to be d�rived from mixed-use develonment and achieve an a�2propriate balance among commercial residential culb�ral recreational nd industrial uses• (fl restore the heauty and conserve the richness of the natural environment of the Mississipni Ricer vall� through the imniementation of ecologicai standards restoration of the ecolosv of the river oark and the oursuit of conservation-based development (g) build on the �en�ths of the City of Saint Paul's neighborhoodc bv enhancin� their access and connections to the river and to the cultural and business resources of the downtown• and (h�rovide additional �ublic snaces for recreation and e�jovment of the resources of the Citv of Saint Paul and the riverfroi t. ARTICLE III Board of Directars Section 3.01 General Powers. The property, affairs and business of the corporation shall be managed by or under the direction of its boazd of directors. �ection 3 02 Number and Term of Office. The affairs of this corporation shall be managed by a board of directors consisting of not less than _:�-(S) twentv (201 nor more than =��°�a-thim-fi��e (�43�) persons. �ve-Eleven �i ll of the directors of the corporation; shail be (i) the Mayor of the City of Saint Paul, Minnesota, or the Mayor's designee, (ii) the President of 16�8?9? 07 2 t Z� 98 �5.� LS&D DRAFT June 12,1998 he Saint Paul Citv�ouncil or the PresidenYs des4anee (iiil � ne additional members o£ the Saint Paul City Council aggei�e�selected on an annual basis by �'�°'�^-.�� .•��'- «�-° � � � £�iE-the Clty CotlllCil, �iii-1 khr�Tlirna.mr rif t� r" � r c o ��T• n� Pl�nnina - �'� n � r ;°�D�*��°7 ��qv) the Chair of the Ramsev Countv Bo��1 of Commissioners or the Chair's desf�,*nee (vl ao.�e additional member of the Ramsey Counry Board of Commissioners, �e�te�- on an annual basis by the �oard of Commissioners fvi) two members of Lhe tate of Minne ota Legslature e e t d on an annual basis by the May�r (vii the Chair of the Saint Paul Port Authoritv or the Chair's de ienee (viiil the Chair 9f the Metropolit�n Councit or the Chair's de it.gnee �) the Chair of the Canital City artnership or the Chair's de ignee and Ll the Chair of the Saint Paut Area Ch mber of Commerce or the Chair's designee *��; v: �.:«� .y �� o.,. „r .w., �:.., r,.....,.:, The term of office as director of the cotporation for the Mayor_ °�a ''�° TM�°��- �f D�'T' President of the Sain� Paul Ci� CounciI Chair of the Ramsey Counry Board of Commissioners Chair of the Saint Paul Port Authoritv. Chair of the Metropotitan Council Chair of the Ca ital Ci Partnershio and �hair of the Saint Paul Area Chamber of ommerce shall be coteratinous with snch person's term of o�ce as Mayor or hairT"��, so that when the Mayor or Chair�� B should cease to hold �esesuc positions, such person shall concurrently therewith automaticatly cease to be a director of this corporation serving within the directorships specifically reserved for the persons who hold such offices, provided that nothing herein shall prohibit a former Mayor or former hairT�'-°�n�� from being e i n ted selected or elected to serve as a director of this corporation. The term of office as director of the corporation for the �_ ne 1 City Councilmembers, axi�one (1) County Commissioner �nd IblB?9? OI L� �-�' 98 S2� LS&D DRAFT' June 12,1998 two (21 State Legislators shall be one (1) year. Directors selected agge�t�e�-to the City Council, a�County Commissioner and State Legislator directorships may serve for multiple tertns if reselected-reagge�e�, however, when the selectee ag�e�te�shali cease to hold the position of Ciry Counciimember e� County Commissioner or State Le$islator, such person shall concurrently therewith automatically cease to be a director of this corporation serving within a directorship specifically reserved for the persons who hold such offices; provided that nothing herein shali prohibit a former City Councilmember, e�County Commissioner or State Le islator from being a�ei�e�desi ated selected or elected to serve as a director of this corporation. ,- � • _ .+.+t �.f tl. (�' /� '1 7"}. ,� F..FC.,.o ..Frb.e � ,i' 1., 71 i. F .1 L, t J IlAn nf rl. t:.r. .1� 1. 7. .7' .S rr , The remaining directors shall be elected bv the board of directors The term of office of the remaining directors shall be fixed at the time of election providing as neazly as is practicable that the terms of one-third of the directors will terminate each year and thereafter such term shall be for three (3) yeazs� From time to time, the number of directors of this corporation may be inczeased or diminished by vote of the boazd of directors in accordance with these bylaws, but the number of directors shall not be less than eag�{8}twentv (201 nor more than ��°��,� thirtv-five (351 Section 3.03 O�anization. At each meeting of the boazd of directors, the chair of the corporation shall preside. The secretary of the corporation shall ensure tkat records of all proceedings of the boazd of directors are created and maintained by the corporation. 1678?9?.01 �- �' G Y-� %� SZh LS&D ARAFT June 12, 7998 Section 3.04 Resignation. Any director of the coiporation may resign at any tune by giving cvritten notice to the chair or to the secretary of the corporation. The resignation of any director shatl take effect at the tune specified therein; the acceptance of such resignation shali not be necessary to make it effective. Section 3.05 Vacancies_ Any vacancy on the boazd of direclors caused by death, resignation, disqualification, removal or an increase in the number of directors in accordance with Section ��.02, or any other cause, shall be fiile@ �'��^�'� � �«-�°��'�-. *'�� *�^^�- ,��- _ > rh: �,,..,,� ;, �� u* �,�;-� t��n � accordance with Section ��.02, and each director so Et�esea � ele te shalt hold offce for the unexpired term of his/her predecassor in office. Section 3.06 t�nnual Meeti�. An annuai meeting of the boazd of directors shali be hetd at such place within or without the State of Minnesota as may be designated by the boazd of directors, fot the purpose of etecting the officers of the corporation, if necessary, and far the transaction of such other business as, shall come before the meeting. Section 3 07 Resular �ieetin�. In addition to the annual meeting,,�egulaz meetings of the board of directors shall be held from time to fime but in no event less than two (2� times annuallv and at such place(s) within or without the State of Minnesota as the boanl may determine. S, �ction 3.08 Special tifeetings. Special meetings of the boazd of directors may be called for any purpose or purposes at any time by the chair or upon the written request of one of the directors. Special meetings shall be held within or without the State of Minnesota as the chair may determine. f678?92.01 r� r- 3 98-Sz� LS&D DItAFT June l2, 1998 Section 3.09 Notice of Meetin e. If directors aze given noTice of the regular meetings scheduled for any calendaz or fiscal yeaz, no further notice need be given for any regular meeting scheduled in such notice. Unless such notice of the regulaz meetings scheduled for any calendar or frscal yeaz has been given, written notice of each annual and special meeting shall be mailed to each director, addressed to him/her at his/het residence or usual place of business at least two (2) days before the day on which the meeting is to be held, or faxed or delivered personally no later than one (1) day before the day on which the meeting is to be keld. Each such notice shall state the time and pIace of the meeting, but need not state the purposes thereof except in the case of special meetings. Notice of any meeting of the board need not be given to any director who shali be present at such meeting; any meeting of the boazd shall be a legal meeting without any notice having been given, if ali of the directors of the corporarion then in office shall be present thereat or by written consent and waiver of notice thereof signed by all directors. �ection 3 10 Quorum and Manner of Actine. Except as otherwise provided by statute or by these bylaws, one-half of the total number of directors shall be required to constitute a quonun for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the boazd of directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time untii a quonun be had. Notice of any adjourned meeting need not be given. If a c�uorum 's oresent when the meetin i convened the directors nresent mav continue to transact businese u�til adjournment even thou�h the withdrawaI of directors originaliy �re�ent leaves less than a 4uorum• 1678292.Oi 7 211 � 98 52�, LS&D DRgFT June 11, 1998 Sectinn ; 11 Removal of Dir �t rs. Any direcior, other than the eleven directo who serve as director bv virtue of the offices thev hold Cn, �- r,.....,.. ne__.....,..«.. •. - may be removed, either with or without cause, at any time, by a vote of a majority of the remaining directors'- at a special meeting called for that putpose or at a regular or annual meeting provided the notice of any such re�ulaz or annual meeting indicates that a vote on such topic will be held or provided that all the directors of the corporation shall be present thereat; and the vacancy in the board of directors caused by any such removal shall be filled �-agge�t�°�� M�vn- �+�- ��-� c�- �• � '� in accor th Section 32.02. , , dance wi �ection 3 12 Executive Committee. Th� �-��-a �F a�-��+�-� ��,� - • �> . . , , �� ..a ��,.� .:.1...,.. ..k..tl .. .. C.. �' �+� The dav to day operations of �is coraoration shall be Quided by an executive committee con isting of seven (71 members who also serve as directars of the coroorarion Four of �he members shail be (i) the chair of the board (who shall serve as the chair of the executive committee or hali designate �nother member of the �xecutive committee to serve in t�is/her place as chair of the e ecutive co mittee) (gl the vice �hair of the board (iiil the treasurer of the corporation (who also serves as the chair of the fii ance committeel and tiv) the Mavor of the Citv of 4aint Paul Minnesota or the MayoL'S desienee The terms of office as member of the executive committee for these four nersons shali be coterminous with uch nerson'� term of o�c� so that when each ceases to hold uch I67829?.Oi �j �8-�zb LS&D DRAFT June 12, 1998 o'ti n his er o ition a mem er f the executive c mmittee aut maticall terminate remainin� member hall be elected bv the boazd of directors at its annual meeting Each such member so elected shall serve for a term of one 11 vear The executive committee of the corporation shall meet on a regulaz basis, but in no event less than four (4) times annualiy and shall enjoy the full pow�ers of the directors of the corporation to act on the corporation's behaif at any time by a majority vote of the executive committee, and said executive committee shall have the authority to bind the corporation as if the action were taken by the full boazd of directors: The executive committee shall also serve as the nominating committee and personnel committae. �ection 313 Finance Committee. 'T''-° '��-a �F a:-��«�-� ��,�„ � ' .,t ...ee«:.,,. «t,e �.,.....a _r a:-'_`-_- -t-n - f„ ., ..�., ies-c�3 ��ranFe-ee�ti�ee T ,. ��, a• ; • , , F3F2F1i0.�h� �-� � \i' � F F�aae.,�f.o.,. ..1...71 7�,. ., _a,.� _ "_t ___'__i __ _ _ T�� iu� co oration's financial matters fi1ndraisin efforts and allocation of funds so raised shall be overseen bv a finance committee consisting of not more than eleven (111 members Two members shall be the chair of the azd �d the treasurer (who shall serve as the chair of the finance committeel who shall erve on the finance committee for a term concunent with such 1678292.OI � ]-3 9� 5� LS&D DR9FT June 12, 1998 o�ficer's term as chair or treasurer additional th ee �3) members shall also serve as direcr�r� of�e corooration and the remainin memler� uD to six (61 shall be non-directors T}�P¢c thrrr _(31 to �in�(91 member chali hP Plected bv the bo�rd of directors at its �nnual meet� � Th� terms of office for the three (3) members who al o serve as directorc �hall be equal to the shorter Qf (a t ee (3) veazs or (j�l a term coterminous with the director' term as director and the term of office for the members who are not directors shall be eaual to three (31 veazs The terms of the members shali be staeeered so that as ne rIy is practicable one third,.jl/31 of such members shall be elected at each �nnual me ting of the boazd of director Any vacancy on the finance committee caused by death, resignation, disqualification, or removal shall be filled by a}�g�ex�lection by the board of directors at its next regular or annual meeting, and any member so chosen shall hold office for the unexpired term of his/her predecessor in ofFce. For the purpose of determining the term of any director on the finance committee ag�ei�te� e t d to fill such a vacancy, the term shall be the shorter of� the unexpired portion of the three (3) year term of his/her predecessor; or�or a member who must also be a director -(�j a lesser tenn which is coterminous with the zeplacement �director's term as director. The finance committee shall have general authority and responsibility for overseeing_ all funds and expenditures of the corporation� and shail make recommendation to the boazd of directors or the executive committee actine on the bo�rd's behalf with resoect to (a� raising the funds needed for both the annual ooeration of the corporation and the corporation's .�rojects and (b� allocating the funds needed for the corooration's �roiects so as to best further the cor�oration's goals and �riorities._ In addition each vear at ieast two (2 months brior to the end of the corporation's fiscal vear the �nance committee shalt submit a work �ian for the next fi cal yeaz to the board of directors or 16�829? 01 (�1 Z� LS&D DRAFT �� June 12, 1998 the executive committee acting on the board' behalf for i review and approval The work olan shall set forth the finance cornmitee'c�oals and objectives and e�lanations of the activitie it will en a e in t accom lish th e als and 'ective . Section 3.14 Other o mittee . The boazd of directors may, from time to time, establish such other committees as a majority of the board deems appropriate. Ali committee members must be naturai persons, and any minutes of any committee meeting must be made available, upon request, to the members of the committee and to any d'uector. Section 3 15 Removal of Non Direcrnr C'nmm;ttP r� H � r-Piltra-�i_nr^ - ,.«,..... ....:rro ,.,1.,. ..7,,. _1_ _r.L' _'__ 3fl�CFlvPmod h�Ln��v: . �.1.:.� ,. ""'_ '_ «.1.,...e.. „ ..L.......,.... �r _ ,r ° _ _ ' ' ' `' __ Any e�ke�-non-director committee member may be removed, either with or without cause, by a vote of the boazd of directors at a special meeting calied for that purpose or at a regular or annual meering provided the notice of such a regulaz or annual meeting indicates that a vote on such topic will be held or provided that all directors of the corporation shall be present thereat and the vacancv in the committee caused by such removal shall be filled throu h election by the board. ARTICLE IV ffi er �ection 4.01 Number. The ofFicers of the corporation shall be an executive director, a chair, a vice chair, a secretarc�, a treasurer, and, if determined by the boazd to be necessary or appropriate, such other ofFcers as the boazd shall deem necessary or appropriate. Any two (2) or more offices, except those of chair and vice chair, may be held by the same person. Section 4.02 Election Term of Office and Oualifications. Unless such other term of office is set or determined by and through an employment contract or agreement, the o�cers 1678292.01 � _ 1 �� 98�2� LS&D DR4FT June 12, 1998 shall be elected annually by the board of directors, and, except in the case of officers appointed in accordance with the provisions of Section 3-�4.12, each shal] hold office until the next annual election of officers and untiI hislher successor shali have been duly elected and qualified, or until his/her death, or until he/she shall resign, or until he/she shall have been removed in the manner hereinafter provided. The chair, the vice chair, and the treasurer must be directors. Officers other than the chair, the vice chair, and the treasurer need not be directors. Section 4 03 Resignation ,. Any officer may resign at any time by giving written notice of his/her resignation to the board of directors, or to the chair or secretary of the corporation. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shail not be necessary to make it effective. Section 4 04 Removal. The method and bases for removal of an officer who is an employee shall be set and govemed by and within said officer's employment contract or agreement, if an�. Any other officer may be removed, either with or without cause, by a vote of the boazd of directors at a special meeting catled For that purpose or at a regular or annual meeting provided the notice of such a regular or annual meeting indicates that a vote on such topic will be held, or provided that atl ihe directors of the corporation shall be present tliereat. Section 4 OS Vacancies. A vacancy in any office because of death, resignation, removal or any other cause shall be filled at the next regulaz or annual meeting of the board of directors for the unexpired portion of the term in the manner prescribed in these bylaws for election or appointment to such office. �ection 4.06 Executive Director. The executive director shall be the chief executive officer of the corporation and shal] have general active management of the business of the 16�829?_07 11' ��--��'-� �� 5z6 LS&D DRAFT June 12, 1998 corporation. The executive director shall see that all orders and resolutions of the board of directors aze carried into effect. The executive director may execute and deliver in the name of the corporation any instruments pertaining to the business of the corporation, including, without limitation, any instruments necessary or appropriate to enable the corporation to donate income or principal 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 executive director. The executive director shall have other duties as may from time to time be prescribed by the boazd of d'uectors. Section 4 07 Chair of the Boazd. The chair of the board shall preside at all meetings of the boazd of directors. In the event the chair of the boazd is absent from a boazd of directors meeting, the vice chair, or, if the vice chair is absent, the director designated by the executive committee shall preside over the boazd meeting. The chair shall perform such other duties as may from time to time be prescribed by the board of directors, and, in general, shall perform all duties incident to the o�cer of chair of the board. $ection 4.08 Vice Chair of the Boazd. The vice chair of the boazd shall have such powers and shail perform such duties as may be specified in these Bylaws or prescribed by the board of directors or by the chair. In the event of absence or disability of the chair, the vice chair shall succeed to the chair's power and duties. Section 4.09 Secretarv. The secretary shall ensure that proceedings of ineetings of the boazd of directors aze properly recorded. The secretary shall, when directed to do so, ensure that proper notice of ineetin�s of directors is given. The secretazy shal] perform such other duTies as 167829?.01 1 � 9 � s2� LS&D DRAFT June 12, 1998 may from time to Yime be prescribed by ihe board of directors or by the executive director, and in general, shall perform all duties incident to the office of secretary. The secretary of the corporation' or in such officer's absence any person whom the chair shail appoint, shall act as secretary of each meeting of the boazd of directors. Section 4 10 Tre uer. The treasurer shall ensure that accurate accounts of all moneys of the corporation received or disbursed aze kept. The treasurer shalI oversee the deposit of all moneys, drafts and checks in the name of, and to the credit of, the corporation in such banks and depositories as the board of duectors shall from time to time designate. The treasurer shali have power to endorse for deposit ail notes, checks and drafts received by the corporation as ordered by the board of direciors, making proper vouchers therefor. The treasurer shall render to the executive director and to the directors, whenever required, an account of all the treasurer's transacfions as treasurer and of the financial condition of the corporation and shall perform such other duties as may from time zo time be prescribed by the board of directors or by ihe execu6ve director, and, in general. shall perform all duties incident to the office of treasurer. Section 4 1 I As istant Trea urer T'he corporation mav have but is not rec�uired to have an assistant treas rer The si tant treas j er shall have uch duties as mav be prescribed bv the board of directors or ihe executive director or may be dele a� zed�,v the treasurer Section 4.1�2 Other OfficPra. 'fhe corporation may have such other officers and agents as may be deemed necessary br the boazd of directors, who shall be appointed in such manner, have such duties and hold the'u offices for such terms as may be determined by resolution of the board of directors. ARTICLE V Books and Records Audit Fi�ca] ye� 1678292.01 j� 1 �'�j 98-sz� LS&D DRAFT Jane 12,1998 Section 5.01 Book and R ord�. The boazd of directors of the corporntion shall cause to be kept: ( 2) records of atl proceedings of the board of directors; and (2) such other records and books of account as shall be necessary and appropriate ta the conduct of the corporate business. Section 5.02 Documen Ke�t at Re istered Office. T'he board of directors shall cause ta be kept at the registered office of the cotporation originals or copies of: ( I) records of all proceedings of the boazd of directors; and (2) the Articles of Incorporation and Bylaws of the corparation and all amendm�nts thereto. Section 5.03 Audit. The board of directors shail canse the records and books of account of the corporation to be audited at least once in each fiscal yeaz and at such times as it may deem necessary and appropriate. Se tion �.04 Fiscal Year. The fiscal yeaz of the corporation shall be determined by the board of directors. ARTICLE VI Waiver of Notice Whenever any notice whatsoever is required to be given by these Bylaws 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 Meetines 1678292 01 1 Q -�� 9�-�z� LS&D DRRFT June I1,1998 Section 7.01 Authorization Without a Meeting. If permitted by the corporauon's Articles of Incorporation, any action that could be taken at a meeting of the boazd of directors may be taken without a meeting when authorized in writing signed by the number of directors who wouid be required to take the same action at a meeting of the board of directors at which all directors were present; provided, however, that aIl directors must be notified of its text and effective date within one (1) week following the date of such action by first-class mail or by facsimile transmission sent to each director's address or facsimile number registered in the corporation's records unless a d'uector has previoasly designated an altemate address by written notice to the chair or to the secretary of the corporation; and provided further that the written action is effective when signed by the required number of directors, untess a different effective time is provided in the written action. This section shall govem meetings of the board of directors, but shall not govern committee meetings. Section 7.02 Meeting Via Electronic Communications. A cortference among directors by means of communication through which the directors may simultaneously heaz each other during the conference shall quatify as a meeting of the boazd of directors if the same notice is given of the conference as would be required for a meeting and if the number of directors participating in the conference constitutes a quorum. Participation in the meeting by this means constitutes personal presence at the meeting. $ection 7.03 Participation by Electronic Communications. A director may participate in a meeting of the board of directors by any means of communication through which the ditector, other directors participating, and all directors physically present at the meeting may I678292 OI �t 2� �� z� LS&D DRAFT June 12, I998 simuitaneously heaz each other during the meeting. Participation in a meeting by this means constitutes personal presence at the meeting. 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. Approved: Secretary ie�szez.o� ] }