The St. Anthony Park Community Council is a community organization where resident and business representatives work together to facilitate and increase citizen participation in vital neighborhood activities, including maintaining and enhancing our quality of life, supporting the residential character and vitality of the community, and shaping social, economic, and physical development in St. Anthony Park and greater St. Paul. (Last revised March 2007)
1.1 District. The area primarily served by the Council shall be that part of the City of Saint Paul, Minnesota, described by the Saint Paul City Council as Citizen Participation District #12, and commonly referred to as St. Anthony Park (the “District”). The boundary of the district shall be as follows: Commencing at the extreme northwest corner of the city, the boundary shall extend east along the City limit on Hoyt Avenue to Cleveland Avenue, south along the city limit on Cleveland Avenue to a point near Como Avenue, east along the city limit and Como Avenue to Aldine Street, south along Aldine Street to Wynne Avenue, east along Wynne Avenue to Snelling Avenue, south along Snelling Avenue to the Burlington Northern Railroad right-of-way to Cleveland Avenue extended north from University Avenue, south along Cleveland Avenue extended and Cleveland Avenue to Interstate Highway 94, westerly along Interstate 94 to the western city limit, and then north along the city limit to the northwest corner of the City where the boundary line began.
1.2 Offices. The offices of the Council shall be located within the District, and may be changed as the Board of Directors from time to time designate.
2.1 The primary objectives of the council are to unite, in common cause, residents, business persons, employees, and organizations in the District in a continuing effort to promote harmonious environmental conditions and favorable community relationships and to undertake such charitable and educational actions and services as may, by its membership, be determined to be desirable to serve these objectives.
2.2 Specific objectives include:
2.2.a. To educate the community so that its members gain community pride, are well-informed, and can realistically and constructively pursue their best interests while preserving a desirable, livable neighborhood.
2.2.b. To work with those who live and work in the District, individually and collectively, to prepare plans with lasting usefulness that provide for physical, social, and economic requirements of the District.
2.2.c. To set forth District position on future developments that are recognized by individuals and by city policy bodies, departments, and agencies.
2.2.d. To establish an effective working relationship between this District and other planning districts and community organizations.
2.2.e. To provide early two-way communication so that the District has in-put to city-wide plans and so that city-wide plans can be translated into effective actions acceptable to the District.
2.2.f. To establish a planning and implementation approach which encourages the District members to explore and make use of all available implementation resources.
2.2.g. To enable private developers to make proposals to the Council for fair and impartial consideration and determination.
2.3 In support of such objectives, the Council shall initiate and participate in such actions as may be determined to be desirable to enable the community to preserve and maintain good residential housing, live in a healthful environment, provide good recreational facilities, encourage appropriate economic development, protect the neighborhood from crime, and carry out other acts and things and exercise such other rights and powers which may be necessary, incidental, desirable, or expedient in the accomplishment of any of the foregoing objectives.
3.1 The Council shall further its purposes and objectives either directly or by making or providing funds out of the net income or the principle assets of the Council, or both (without limit as to the amount going to any one recipient or in the aggregate to all recipients), including distribution of funds to or for the use or benefit of other corporations, organizations, foundations, or institutions or governmental bodies.
3.2 The Council shall have the authority to pursue its purposes and objectives and carry on any and all lawful business or activities in connection therewith or incidental thereto or any part thereof, and acting through its Board of Directors and officers to do any and all acts and things and carry on and conduct all other activities consistent with the purposes and objectives of the Council as may be necessary or advisable, suitable, convenient, useful, or expedient in connection with or incidental to the accomplishment of any of such purposes and objectives, subject only to limitations provided in applicable state and federal law or in the Articles of Incorporation of the Council or these Bylaws.
4.1 General Powers. The business and affairs of the Council shall be managed by or under the direction of a Board of Directors.
4.2 Number and Areas Represented.
4.2.a. Five delegates and two alternates will be selected for each of North St. Anthony Park, South St. Anthony Park and the commercial/industrial sector in the manner set out in Section 4.4.
4.3 Terms and Qualifications.
4.3.a. Terms of office for directors for North and South St. Anthony Park shall be two years for delegates and one year for alternates. Terms of office for delegates and alternates for the commercial/industrial sector shall be one year. Each delegate and alternate shall serve until her or his successor is selected and certified.
4.3.b. Delegates and alternates for North and South St. Anthony Park must be residents of the respective area and at least 16 years of age. Delegates and alternates for the commercial/industrial sector must be an officer, director, sole proprietor, partner, or employee of offices or businesses within the District and at least 16 years of age. Delegates need not be citizens of the United States.
4.4 Selection of Directors.
4.4.a. Nominating and Election Committee. The Nominating and Election Committee shall consist of one delegate from each of the two residential areas and one Business Delegate. Delegates for the two residential areas shall each select a representative for the nominating and election committee. Delegates for the commercial/industrial sector shall also select a representative to serve on the committee. The Board shall select a chairperson; the chairperson need not be a delegate. The chairperson is responsible for selecting additional committee members. Members of the nominating and election committee should not themselves be standing for election or re-election. The committee has the following responsibilities:
4.4.a.1. To establish a filing procedure and to appeal for candidates.
4.4.a.2. To establish the time and place of voting.
4.4.a.3. To establish a procedure for absentee voting.
4.4.a.4. To publicize the filing procedure to organizations and residents of the area.
4.4.a.5. To review all applications for eligibility as per section
4.4.a.6. To announce in March the time and place of the election and the names and statements from the candidates and optional photographs.
4.4.a.7. To have ballots printed.
4.4.a.8. To arrange for monitoring of the election and to certify the results to the Board of Directors at the first Council meeting following the election.
4.4.a.9. To seek applicants for the position of delegate and alternate for the commercial/industrial sector to the Council.
4.4.a.10. To determine qualifications for and set rules for electing write-in candidates.
4.4.b. Business Delegates. Delegates and alternates for the commercial/industrial sector (the “Business Delegates”) shall be elected by the Council. The Nominating Committee shall seek applicants for the position of Business Delegate. The Nominating Committee shall screen all such applicants to determine whether they meet the requirements for eligibility set by Article 4.3.c of these By-laws. The Nominating Committee shall submit the names of all eligible applicants to the Board of Directors (including the outgoing Business Delegates. The Board of Directors shall elect five delegates and two alternates from the list of eligible applicants at the same meeting at which the slate of elected residential directors is accepted by the Board. Each delegate and alternate elected by the Board of Directors under this paragraph shall serve until a qualified successor is duly selected by the Business Delegates in accordance with this paragraph.
4.4.c. Residential Delegates. Delegates and alternates for North and South St. Anthony Park shall be selected in annual elections held in April.
4.4.c.1. Delegations for the residential areas shall be selected as follows from the eligible slate of candidates as reviewed by the nominating and election committee or any qualified write-in candidates:
4.4.c.1.a. For North St. Anthony Park:
4.4.c.1.a.1. The three candidates receiving the most votes in elections held in even numbered years shall each serve as a delegate.
4.4.c.1.a.2. The two candidates receiving the most votes in elections held in odd numbered years shall each serve as a delegate.
4.4.c.1.b. For South St. Anthony Park:
4.4.c.1.b.1. The two candidates receiving the most votes in elections held in even numbered years shall each serve as a delegate.
4.4.c.1.b.2. The three candidates receiving the most votes in elections held in odd numbered years shall each serve as a delegate.
4.4.c.1.c. For both residential areas:
4.4.c.1.c.1. The remaining candidates in each election shall be rank-ordered according to number of votes received, with the highest seated as first alternate for the area and the next seated as second alternate for the area.
4.4.c.1.c.2. Ties shall be broken by the drawing of lots.
4.4.d. In order to eligible to vote in elections to select Directors (Delegates and Alternates), voters must meet the following criteria: A voter must be a resident of the District. A resident is a person who regularly lives in St. Anthony Park within the boundaries as defined in 1.1 above.
4.4.e. Residents who live in North St. Anthony Park may vote only for delegates who will represent North St. Anthony Park and residents who live in South St. Anthony Park may vote only for delegates who will represent South St. Anthony Park (as those districts are defined in Article 4.2).
4.5 Removal. A director may be removed at any time, with or without cause, by a majority vote of the Executive Committee. Grounds for discipline or removal from office include: failure to carry out responsibilities or to adhere to the Standards of Conduct as stated in Council policies; and, behavior or conduct detrimental to the purposes of the Council. The Executive Committee shall give prior written notice of the decision at least 15 days before removal is to be effective. The affected director may appeal the decision to the full Council, whose decision is final and shall be delivered to the individual in writing. The affected director shall not participate in council votes on this matter.
4.6 Resignation. Any director may resign at any time by giving written notice to the Executive Committee. Such resignation shall take effect without acceptance upon receipt of the notice, unless a later date is specified in the notice.
4.7 Vacancies. Vacancies among the delegates shall be filled by alternates from the represented area or sector, in order of their standing in the election. Any remaining vacancies for an area or sector shall be filled by eligible participants selected by the remaining members of the delegations for such area or sector and presented to the Board of Directors for approval. A person so selected to fill a vacancy shall serve as a delegate for the remainder of the term for that vacancy.
4.8 Quorum; Voting. Not less than one-third of the voting members of the Council shall constitute a quorum for the transaction of business. If and so long as any voting member for an area or sector is absent, the next ranking unseated alternate member for such area or sector who is present shall be seated with power to act in his or her stead and shall be considered for all purposes of these Bylaws, including determination of a quorum, as a voting member. In the absence of a quorum, a majority of Council delegates and seated alternates present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, delegates and seated alternates present may continue to transact business until adjournment, even if too few remain to constitute a quorum. Except as otherwise required by law, the acts of a majority of the voting members of the Council present at a duly held meeting shall be the acts of the entire Council. For meetings of delegations, all delegates and alternates in such delegation shall be entitled to vote, and quorum shall consist of not less than one-third of the delegates and alternates in such delegation.
5.1 Number. The officers of the Council shall be three co-chairs (who shall act as chair or president and vice-chairs or vice-presidents of the Council, as provided in Section 5.6), secretary, treasurer, and other such officers as may from time to time be selected by the Board of Directors. Any of the offices or functions of the offices may be held or exercised by the same person.
5.2 Election, Term of Office, and Qualifications. Officers shall be elected at the first meeting of the Board of Directors after each election under Section 4.4 and certification of delegates and alternates. Each officer shall hold office until the first meeting after the next annual election under Section 4.4 and until her or his successor is selected or until he or she has been removed in the manner hereinafter provided.
5.3 Removal. Any officer may be removed, with or without cause, by the Board of Directors whenever in its judgment the best interest of the Council would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of such officer.
5.4 Resignation. Any officer may resign at any time by giving written notice to the Council. The resignation is effective without acceptance when given, unless a later date is specified in the notice.
5.5 Vacancy. If there be a vacancy in any office of the Council for any reason, such vacancy may, or in the case of the Chair, Secretary, or Treasurer shall, be filled for the unexpired term by the Board of Directors in the same manner as provided in these Bylaws for the initial election.
5.6 Chairs. Each delegation shall elect from among its delegates a chair and such other officers of the delegation as deemed necessary. The three delegation chairs shall caucus together to pick from amongst themselves a Chair and two Vice Chairs. The Chair will serve for one year. At that time, the three Vice Chairs will caucus again to choose from amongst themselves a chairperson for the second year of their term. The Council chairperson (or other available vice chair) shall:
5.6.a. Preside at all Council meetings;
5.6.b. See that all orders and resolutions of the Board are carried into effect;
5.6.c. Sign and deliver in the name of the Council any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Council, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or expressly delegated by the Articles, these Bylaws, or the Board to some other officer, employee, or agent of the Council; and
5.6.d. Perform such other duties as from time to time may be prescribed by the Board.
5.7 Secretary. The Council secretary shall be elected by the Council and shall serve for one year. The secretary is not required to be a delegate or alternate of the Council. The secretary shall:
5.7.a. Attend meetings of the Council and its standing committees;
5.7.b. Record the proceeding of such meetings, notify the Council members of meetings;
5.7.c. Handle official correspondence, and perform other matters pertinent to the functioning of the Council.
5.7.d. The Council secretary may delegate some of these functions. The Community Organizer may serve the functions of Council secretary.
5.8 Treasurer. The treasurer shall be elected by the Council and shall serve for one year. The treasurer is not required to be a delegate or alternate of the Council. The treasurer shall:
5.8.a. Keep accurate financial records for the Council;
5.8.b. Deposit all monies, drafts, and checks in the name of and to the credit of the corporation in such banks and depositaries as the Board of Directors shall designate from time to time;
5.8.c. Endorse for deposit all notes, checks, and drafts received by the Council, making proper vouchers therefor;
5.8.d. Disburse Council funds and issue checks and drafts in the name of the Council, as ordered by the Board;
5.8.e. Render to the chair and the Board of Directors, whenever requested, an account of all of his or her transactions as treasurer and financial condition of the Council; and
5.8.f. Perform such other duties as may be prescribed by the Board of Directors or the Council chair from time to time.
5.8.g. The Council treasurer may delegate some of these functions.
6.1 Executive Committee. The Board shall establish an Executive Committee and delegate specific responsibilities and authority to this committee, including, but not limited to, employment of staff, staff performance reviews, organizational negotiations, management operations, insurance concerns, and contract review. The Executive Committee shall also act as the budget committee of the Council. This committee shall consist of the officers of the Council set out in Article 5 of these Bylaws and the chairs of the standing committees. This committee shall be responsible for transacting Council business that must be accomplished between regular or special meeting. The Executive Committee shall act only in the intervals between these meeting and shall at all times be subject to the control and direction of the full Council. One-half of the members of the Executive Committee shall constitute a quorum for the transaction of business.
6.2 Standing Committees.
6.2.a. There shall be three standing committees of the Council: one that focuses on environmental issues and one that focuses on land use issues and one that focuses on community connections. Each committee will serve to oversee the planning and achievement of goals for the respective category. Each committee shall have a chair, who shall be responsible for conducting committee meetings, supervising committee business, and acting as liaison to the full Board. The chair of each committee shall be a delegate or alternate to the Board and shall be elected to the position of chair for a one-year term by a majority of the voting members of the committee present at the meeting at which the vote is taken.
6.2.b. Standing committees shall have at least one member from each of the delegations. All members of the committee, whether delegates, alternates or ad hoc members, shall serve with full voting rights. Ad hoc members shall be individuals other than delegates or alternates who are appointed to a committee by the Board. Voting privileges of ad hoc members are limited to meetings of standing committees and shall commence upon the second meeting the ad hoc member attends. Four committee members shall constitute a quorum for transaction of business. Deliberations of standing committees shall be recorded by the Council secretary.
6.2.c. Each member of the Board of Directors shall serve on one of the three committees.
6.3 Temporary Committees (Task Forces). Special ad hoc committees may be formed by the Board or any standing committee as deemed necessary to research and recommend various positions on certain projects or situations as pertain to the District. Ad hoc committees shall report to the standing committee most concerned with the subject or to the Board.
7.1 Regular meetings of the Board shall be held monthly at a date, time and place established by the Board. Delegates and alternates shall be notified at least 3 days in advance of the monthly meetings and the agenda, place, and time of such a meeting. Special meeting may be called by the acting Council chair or by two of the three co-chairs, and shall be called by the chair as so requested by a majority of Council delegates.
7.2 Town Meetings shall be held at least twice annually and may be held in conjunction with a regular Council Meeting. The purpose of Town Meetings is to provide a public forum for discussion of community concerns and to allow Council members to report activities to the community. Advance notice of each Town Meeting and the agenda shall be communicated to the community.
7.3 Standing committees of the Council meet monthly. Special meetings may be called by the chair of each committee or by the Council chair and shall be called by the committee chair at the request of a majority of the voting members of the committee.
7.4 The Executive Committee shall meet monthly or more often as needed.
7.5 All meetings of the Council and its committees are open to the public.
The fiscal year of the corporation shall be established by the Board of Directors.
The Board of Directors may authorize any officer or officers, or agent or agents, to enter into contract, or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Except as otherwise provided in these Bylaws and except as from time to time authorized by the Board of Directors, no officer, agent, or employee shall have power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or to render it liable pecuniaryly for any purpose or in any amount.
10.1 Indemnification. The corporation shall indemnify such persons for such expenses and liabilities, in such manner, under such circumstances, and to such an extent, as permitted by Minnesota Statutes, Section 317A.521, as now enacted or hereafter amended.
10.2 Conflict of Interest. The Council shall not enter into contracts or transactions between the Council or a related corporation and a director of the Council or between the Council and an organization in which a director of the Council is a director, officer, or legal representative, or has a material financial interest, except in accord with the provisions of Minnesota Statutes, Section 317A.255, as now enacted or hereafter amended.
10.3 Standard of Conduct. Each director, committee member and officer shall discharge her or his duties as a director or officer in good faith, in a manner which the individual reasonable believes to be in the best interest of the Council, and with the care an ordinary prudent person in a like position would exercise under similar circumstances and in accordance with standards set out in Minnesota Statutes, Section 317A.251 and 317A.361 (as the case may be), as no enacted or hereafter amended.
The Articles of Incorporation and bylaws of the Council may be amended by two-thirds (2/3) vote of the Board of Directors. Notice of the proposed amendments must be given to all delegates and alternates not less than 5 days prior to any meeting at which the amendment will be considered, and must include the substance of the proposed amendments. The community will be notified in advance that changes to the Articles of Incorporation or the Bylaws will be discussed at the Council meeting.