PPERRIA By-Laws Revision Summary

Summary of Amendments to PPERRIA Bylaws, April, 2000

Membership (III)

Members must be neighborhood residents who are at least 18. Membership application is submitted to the Executive Committee. Multiple people at one address get in with just one donation.

Executive Committee Amendment (IV, C & E)

The changes would eliminate the naming of two positions newsletter editor and data base manager) as named officers. Instead, additional vice-presidents are added and the duties of the eliminated named positions would be done by one of the vice presidents. Making the zoning committee chair automatically a vice-president is also eliminated but another vice-president is created. Committee chairs are now allowed to be officers so the zoning chair could be the other vice-president. However, it could be another committee chair. The changes allow for more flexibility on who does what among the officers and executive committee members.

Nominating Committee (IV, D)

It is almost impossible to appoint a nominating committee that complies with this Bylaw provision. When officers and committee chairs are removed from the 40-member pool and those who cannot serve are also removed, there is almost nobody left to choose from. The change would allow any member of the corporation to serve on the Nominating Committee.

Alternative Committee Process (VI, D)

This process was adopted about two years ago. The "not" was removed at the time because someone said it was inserted in error. The "not" is not an error. Without it, there are two processes when PPERRIA does have a position on an issue and no process when it doesn't have a position.

Board & Membership Meetings (V)

Vote of membership is conclusively presumed to be that of the Board. But three board members can require a separate vote of the Board. The board's vote prevails.

Amending the Bylaws (VII)

There are a variety of technical problems with this provision. Among them are:

• The Articles of Incorporation require an amendment to be adopted by a vote of the majority of all of the members of the Board and not just a majority of those present and voting.
• The Articles of Incorporation, as permitted by law, vest the power to amend the bylaws in the Board. For that reason, the provision of the Bylaw allowing "ratification" by the members is invalid. Also, the term "ratification" doesn't fit with any term used in the Minnesota Non-Profit Corporation Act so its meaning is unknown.
• The requirement for a discussion at "a regular meeting" leaves in doubt whether it is a regular meeting of the members or of the Board and whether discussion at the meeting at which the amendment is voted on is sufficient.
• The term "practicable," contrary to popular belief that it means, "if practical" actually means "if possible." So, whatever is stated must be done unless it is physically impossible to do it. The use of the term here to mean "if possible" is probably contrary to the original intent and is almost an impossible standard to always meet.

Other Changes

Corrections in spelling, capitalization, and other minor changes appear at various places in the text.