ByLaws 

Lowertown Neighborhood Association 

Article I. Name, Organization, Boundaries, and Purpose and Mission 

A. Name: The name of this organization shall be the Lowertown Neighborhood Association  (hereafter “LNA”).  

B. Organization. LNA is organized under the RNeighbors organization, Rochester,  Minnesota’s Neighborhood Resource Center. RNeighbors is a 501 3(c) Not for Profit  entity. Under RNeighbors, LNA is a not for profit association.  

C. Boundaries. The boundaries of LNA are as follows: 

a. On the North: The Zumbro River  

b. On the East: The Zumbro River and Silver Lake  

c. On the South: The railroad tracks at Civic Center Drive  

d. On the West: Cascade Creek  

D. Purpose and Mission: The purpose and mission of LNA is to promote a vibrant, healthy,  and livable community, to enhance the neighborhood, and to bring neighbors together.  To achieve these goals, among other efforts, LNA will: 

a. Promote neighborhood cohesiveness and pride through the organization of  community improvement projects, activities, groups and social events.  

b. Promote a thriving economy to support our new and existing businesses. c. Promote a culture of sustainability in the way we live and how we are perceived  by others. 

d. Develop a healthy and sustainable community through the promotion of  walking, biking, and sourcing local foods.  

e. Create a sustainable community infrastructure through collaboration. 

f. Create a vibrant public realm which we all can enjoy.  

Article II. Membership and Protocols 

A. Membership Eligibility. Any person who resides within the boundaries of LNA, as set  forth in Article I, shall be a neighborhood member of the LNA. Neighborhood  members (hereafter “Neighbor” or “Neighbors”) shall include all persons residing  within the same household. Neighborhood members shall also include property owners of businesses operating within the boundaries of LNA, and business owners renting a property within the boundaries of LNA. 

B. Monthly Membership Meetings. Monthly Membership Meetings will be held on the  second Thursday of the month at 6:30 pm in the evening, or at such other day and  time as the Board shall advise by written notice to the Neighbors at least 7 days  prior to the new meeting date and time. If a meeting date is continued for any reason, the Board shall advise by written notice to the Neighbors as soon as  practicable.  

Monthly and Annual Membership Meetings shall be held at the Northrop  Community Education Building at 201 8th St., NW, Rochester, MN, 55901. If the  meeting location changes, the Board shall advise by written notice to the Neighbors  as soon as practicable.  

At any meeting, each Neighbor will sign in on the attendance sheet for that meeting,  providing the Neighbor’s address within LNA (as proof of residency and eligibility to  vote), and an email address and cell phone number, if any, where notices may be  sent. Thereafter, unless the address, email or cell phone changes, the Neighbor can  indicate on the sign in sheet that such information is “on file” with LNA.  

C. Annual Membership Meeting. The LNA will hold an Annual Membership Meeting in  October of each year, at the same time and place as the regular Monthly  Membership Meetings, or as otherwise set by notice. The order of business at the  Annual Membership Meeting shall be to elect officers and directors, to vote on any  proposed changes to these Bylaws, and to consider any other business which may  come before the members.  

D. Quorum. A quorum for any meeting of the LNA shall be a minimum of five (5)  attendees present at the meeting, whether in person or by digital means, who are  eligible to vote on matters before the Neighbors. Decisions will be made by majority  vote.  

E. Membership Voting. Each Neighbor 16 years of age or older who is a resident of a  property within the LNA boundaries, or who owns or rents a business property within LNA, shall be entitled to vote in LNA Monthly and Annual Membership  Meetings. Each Neighbor shall have one vote. A Neighbor who owns multiple  properties within the boundaries of the LNA shall have only one vote. A Neighbor  who both owns and rents a business property within LNA shall have only one vote. A  Neighbor who owns a residence and a business within LNA shall have only one vote. 

Neighbors must be present at the meeting in order to vote. A Neighbor may be  present in person, by digital means, or by telephone. No Neighbor may vote by  absentee ballot or by proxy. Eligibility to vote shall be established by means of  identification of a home residence address within LNA boundaries for residents, or a business address within the boundaries of LNA, for business owners or renters. Such identification may include a state issued ID card, a business card, a utility bill, or  other reliable indicators of residence, or ownership or rental of a business within  LNA boundaries.  

Article III. Board of Directors 

A. Elected Directors, Election and Term of Office. There shall be five Directors of LNA.  Four Directors shall be Members elected by the Neighbors at the Annual Meeting,  and one Director, the Representative Director, shall be nominated by the President, and elected by the Board of Directors at the same meeting, as set forth in Article III,  Section B below. 

Those wishing to become candidates for an elected directorship shall complete the  LNA Questionnaire for Directors and Officers, as set forth in the Standing Rules, and  may also supply a resume. Current Officers and Directors running for re-election  may, but need not, update information on their Questionnaires, resumes or other  materials previously submitted. All such information about candidates shall be made  available to the Board members and to the Neighbors as soon as practicable prior to  the Annual Membership Meeting. All candidates for elected office must be  Neighbors. 

Except for the Representative Director, Directors will be elected by Neighbors at the  Annual Membership Meeting. In cases where a candidate for elected Director does  not receive a majority of the vote, successive run-off elections of the top two  candidates for each unfilled board seat shall occur until one candidate receives a  majority of the vote.  

The terms of office of Elected Directors will be staggered so that only 2 will be up for  election at any Annual Meeting. This means that for the Annual Membership  Meeting in 2022, two Directors will be elected to serve a 1-year term, and 2  Directors will be elected to serve a 2-year term. Thereafter, all elected Directors will  serve 2 year terms.  

If there are insufficient candidates for all of the Director or Officer positions, those  serving in those positions shall continue to do so until the Annual Membership  Meeting, or until their successors shall have been elected. Each Director, whether  elected or appointed, may serve up to a maximum of three (3) consecutive terms at  one time. After a year without holding office, the Director may run again.

A vacancy in any elected Director’s position may be filled by appointment by the  Board of Directors, subject to a majority vote by the Neighbors at the next meeting.  If confirmed as Director, such Director shall serve to complete the existing term.  

B. Appointed Director, Term of Office. 

LNA wishes to reach out to and include in its community people who work within  the boundaries of LNA, but are not Neighbors as defined in these Bylaws, and  therefore, do not have the right to vote at Monthly or Annual Membership  Meetings. To include them, the Board wishes to appoint a representative of that  group to act as the Representative Director. The President shall nominate, and the  Board shall appoint the Representative Director. The Representative Director shall  serve as a liaison to other people working within the boundaries of LNA, and shall  represent their interests on the Board of Directors. The Representative Director shall  have the right to vote at Board Meetings as any other Director, but shall not be  eligible to vote as Neighbors do at Monthly and Annual Meetings if the  Representative Director is not a Neighbor who is eligible to vote as defined in these  Bylaws.  

The Representative Director shall be appointed to serve a 1 year term. In the event a  suitable candidate as defined in this paragraph is not available, the President may  nominate and the Board may appoint any other person to the office of  Representative Director to carry out the duties set forth in this Article. 

Those wishing to become candidates for the position of Representative Director  shall complete the LNA Questionnaire for Directors and Officers, as set forth in the  Standing Rules, and may also supply a resume. All such information about  candidates shall be made available to the Board members and the Neighbors as  soon as practicable. A vacancy in the Representative Director’s position shall be  filled by nomination by the President and appointment by the Board of Directors,  and the new Representative Director shall serve to complete the existing term.  

C. Board of Directors’ Meetings. The Board of Directors shall meet quarterly during the  months of February, May, August, and November. Such meetings may take place  immediately preceding the Membership Monthly Meeting for that month. The  Board may also call Emergency or Special Meetings to address issues that require  attention before the next regular meeting. The Board will send notice of such  meetings to Neighbors as soon as practicable. 

D. Attendance. Directors are required to attend all Board and Monthly Membership  meetings. A Director may be removed for three (3) unexcused absences. 

E. Resignation or Removal. Any Officer or Director may resign at any time by giving  written notice to the Board members (Officers and Directors) in writing. Such notice  may be sent by email or by text message. Such resignation shall take effect on the  date of receipt of such notice or any later time specified in the notice of resignation.  An Officer or Director may be removed for malfeasance or other cause, or without  cause. Removal requires a 2/3 vote of the Neighbors at the meeting in the case of  elected directors. Notice of such meeting must be given to the Neighbors, stating  that one purpose of the meeting is the removal of a Director or Officer, and  providing pertinent information about the reason for removal. In the event that no  quorum is reached at the Neighbors’ meeting, the Board may remove the Director  by majority vote. The Representative Director may be removed by majority vote of  the Board.  

Article IV. Officers 

Following the election of Directors at an Annual Membership Meeting, the Board of  Directors shall, by majority vote, elect the following Officers to serve a term of 2 years, to  perform the duties designated below. Officers should be Neighbors. However, If no qualified  Neighbor volunteers to serve, the President may nominate and the Board may vote to elect  a candidate who is not a Neighbor, but who has the requisite qualifications for the office of  Treasurer or Parliamentarian. 

A. President: The President shall be the Chief Executive Officer of the LNA. The duties  of the President include, but are not limited to: setting the agenda for meetings; presiding over all Board meetings and Monthly Membership Meetings; performing  such duties as the Board and Neighbors from time to time authorize; and  representing the position of the Board and the interests of the LNA.  

B. Vice-President: The Vice-President shall be the Second Executive Officer of the LNA.  The duties of the Vice-President include, but are not limited to: fulfilling the duties  of the President when the President is absent or unable to serve; and performing  such other duties as requested by the President.  

C. Secretary: The Secretary shall serve as Secretary of the LNA. The duties of the  Secretary include, but are not limited to: taking and maintaining minutes of Board  meetings and Monthly Membership Meetings; obtaining contact information  including street addresses, email addresses and cell phone numbers for Neighbors  who sign up for minutes or newsletters, or who come in person to Membership Meetings; preparing and maintaining attendance lists for all meetings; and verifying  membership eligibility for Neighbors to vote at Monthly and Annual Membership  Meetings. The Secretary shall also assist the President with correspondence and keep  and maintain the membership records of the association.  

D. Treasurer: The Treasurer shall serve as the Chief Financial Officer of the LNA. The  duties of the Treasurer include, but are not limited to: having charge of all funds  belonging to the LNA; collecting all monies due the LNA, keeping accurate records;  depositing monies in the bank account in the name of the LNA; paying all funded  bills incurred by the LNA; conducting research for grants and grant writing; and  presenting a Treasurer’s report at each Board meeting, Monthly Membership  Meeting, and at the Annual Membership Meeting. The Treasurer may sign checks in  the amount of $100, but checks for more than $100 must be co-signed by either the  President or the Secretary.  

E. Parliamentarian: The Parliamentarian shall serve as the authority on the rules of  order and the conduct of meetings of the LNA. The duties of the Parliamentarian  include, but are not limited to: assisting the President in managing meetings, and  advising on parliamentary procedures; reviewing the Bylaws, suggesting any changes and chairing the Bylaws Committee, if any; and resolving disputes on questions of  parliamentary procedure.  

Upon the election of the above Officers, they shall become voting members of the Board of  Directors, and the full name of the Board shall be the “Board of Directors and Officers,” though  it may still be referred to as the “Board of Directors.”  

If there are insufficient candidates for all of the Officer positions, those serving in those  positions shall continue to do so until the Annual Membership Meeting, or until their  successors shall have been elected. 

F. Order of Substitution of Presiding Officers. In the event the President is unable or  unavailable to preside over a meeting, the Vice-President shall preside. In the even  the Vice-President is unable or unavailable to preside, the Secretary shall preside. If  the Secretary is unable or unavailable to preside over a meeting, the Treasurer shall  preside. If the Treasurer is unable or unavailable to preside, the Parliamentarian  shall preside. Any officer may decline to preside in favor of the next officer in the  succession to preside. 

G. Vacancy in Office. A vacancy in any elected Officer’s position may be filled by  special election by the Board of Directors prior to the Annual Membership Meeting.  If confirmed as Officer, such Officer shall serve until the next Annual Meeting.  

Article V. Committees 

Any Board Member may propose the formation of a Committee of the LNA. Such committee  shall report to the Board monthly. The President shall appoint a Neighbor to chair the  committee, and the Chair shall recruit members of the Committee from among the Neighbors  and any others who may be interested in serving or have needed expertise. As one of its first  orders of business, the Committee shall determine what budgetary needs it has, if any, and  make application to the Board for such funds.  

LNA shall have the following Standing Committees: 

A. Events and Activities. This committee shall be responsible for creating a plan of  events and activities designed to further the goals of LNA, to reach out to  membership, and to give Neighbors the opportunity to enjoy one another’s company.  

B. Communications Committee. This committee shall be responsible for outreach to  Neighbors by various means, which may include email, text, flyers, Facebook,  Twitter, Instagram, news release, newsletters and any other communication method  it may adopt. The Committee will advise of upcoming meetings, events, activities,  neighborhood news, and accomplishments of the LNA.  

The Board may create such other committees as it deems necessary or helpful to achieve  the goals of the LNA, including other Standing, Select or other permanent or temporary  committees. 

Article VI. Bylaws, and Amendment of Bylaws 

The LNA may adopt such Bylaws as it deems necessary or helpful to the functioning of the  LNA at any Membership Meeting. Bylaws or amendments to the Bylaws must be submitted  in writing to the President at least thirty (30) days prior to the next quarterly Board  meeting, and the President shall disseminate the proposal to the Board as soon as possible.  The Board shall discuss the proposal, make any changes it deems necessary or advisable,  and if approved by the Board, notify the Neighbors of the proposal at least 7 days prior to  the next Monthly Membership Meeting of Neighbors. 

The Neighbors shall vote to approve or disapprove the proposed Bylaws or amendments. If  they are approved by a 2/3 majority of the Neighbors present, they shall take effect  immediately. If any part of the Bylaws or the application thereof is held invalid or  unenforceable, the remainder of the Bylaws shall not be affected, and shall stand, and only  the affected portions of the Bylaws will be eliminated and become inoperative.  

Article VII. General 

A. Standing Rules. The LNA shall adopt such Standing Rules as it may deem necessary  or helpful to the functioning of the LNA. The Board may amend such Standing Rules  by a majority vote of the Board members present.  

B. Parliamentary Rules. The LNA will adopt and follow the Robert’s Rules of Order,  Newly Revised, except as amended by the LNA Standing Rules and Bylaws. 

C. Meetings Not in Person. The Board may hold meetings for the Board or the  Neighbors by utilizing Zoom or other digital technology to communicate. Notice of  such meetings shall be sent to the Board and to Neighbors as soon as practicable. If  an Officer, Director or Neighbor is unable to attend an in person meeting, the Officer, Director or Neighbor may attend by means of any device utilizing Zoom or other digital technology, or a cell phone using sound and microphone. The Neighbor  may prove eligibility to vote by means of showing an ID with an address within LNA on the digital platform, or giving an address by telephone during the meeting. The Secretary shall confirm the Neighbor’s eligibility to vote. 

D. Fiscal Year. The fiscal year of LNA shall be from January 1 to December 31. 

E. Financial Liability. No Officer, Director, representative, spokesperson or member  (Neighbor) shall have any financial liability for the debts of the association. 

F. Notice. Except as otherwise indicated, when notice is required under these Bylaws  to be given, it may be given by delivering a writing by digital means to any Neighbor  for whom LNA has an email address or cell phone number. Notice may also be given  by posting on any social media site where LNA has a presence, including Facebook  and Nextdoor.com. LNA shall use reasonable efforts to give notice as set forth in this  paragraph. Such notices will be deemed to have been received when sent or  posted. 

As Amended this 13th day of October, 2022.

Supporting Documents