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The name of this organization shall be the PROSPECT PARK EAST RIVER ROAD IMPROVEMENT ASSOCIATION, INC.

The purposes of the corporation are to promote, in a non-partisan, educational and cooperative manner, the health, safety and general welfare of the residents within the association's geographic jurisdiction and to promote the maintenance and improvement of the aesthetic, residential and physical qualities of the environment in which those residents reside.

A.  Membership Boundaries
The membership boundaries of PPERRIA are the area of South East Minneapolis bounded by East River Parkway from the city limits to Oak Street, north along Oak Street extended to the main line of Burlington Northern Santa Fe Railroad, along this line easterly to the city limits and south along the city limits to East River Parkway.  

B. Eligibility
Any adult who resides within the boundaries of PPERRIA, or who owns or leases a business or property within the boundaries of PPERRIA, or one representative of each nonprofit organization, business, or government entity located within the boundaries of PPERRIA is eligible for membership in PPERRIA. The individual must complete and submit to the Membership Committee the adopted PPERRIA membership application.

Membership records shall be maintained and kept current by the Secretary and PPERRIA staff.

C. Membership
Persons shall become members from the next meeting following approval of the completed membership application by the Membership Committee. The committee shall have no more than 30 days to determine eligibility, grant or deny the application, and, if granted, add the name to the PPERRIA membership roster. A membership is effective until a member resigns or moves from the membership eligibility area. (See Article IIIA) An annual donation, to defray the costs of the organization, is requested from members but is not required.

A. Board of Directors
At the first meeting of the Corporation, 20 members with terms expiring April '81 and 20 members with term expiring April '82 will be elected.  Thereafter, at each Annual Meeting, the Corporation shall elect twenty (20) of its members to serve for a two-year term as Directors of the Corporation.  At any time there shall be forty (40) Directors of the Corporation.  All Directors must reside within the boundaries of PPERRIA.

To ensure effective participation, two persons from the same household may be jointly elected to serve as one Director.  Directors shall:

• Make a good faith effort to attend all regular  meetings of the corporation and
• Participate actively in the conduct of Corporation business during their two-year term, which begins with the first Board of Directors meeting after the Annual Meeting.

B. Resignation and Appointment
Members of the Board of Directors who find themselves unable to actively participate in the conduct of the affairs of the Corporation shall submit their oral or written resignation to the President of the Corporation.

An unexplained absence from three Board of Directors meetings within one year may be cause for the resignation of said member from the Board of Directors.  Members of the Board of Directors who resign or move from the neighborhood shall be replaced as soon a possible.  Vacant Board positions shall be filled by the appointment of persons with the next succeeding highest vote total in the last Board of Directors election.  If such persons are not available, the appointment of other Corporation members may be made by the Board of Directors from a list provided by the Membership Committee of individuals who have been members of PPERRIA for at least one year.  Persons so appointed shall serve as Directors for the duration of the member's term to which they have succeeded.

C. Officers
Officers of this Corporation shall be a President, Immediate Past President, (whether or not on the Board), Vice President, a Secretary, and a Treasurer.  The outgoing President shall convene a meeting of the newly elected Board of Directors immediately after the annual meeting to elect the officers who shall hold office until their successors are elected and qualified.

D. Nominating Committee
At the January general meeting of the Corporation, the President shall appoint a Nominating Committee Chairperson.  The Nominating Committee Chairperson Shall convene a committee of not fewer than two nor more than four other corporation members, excluding the current officers and Standing Committee Chairpersons. The Nominating Committee shall:

• Recruit candidates for the Board of Directors from those members who have been members of PPERRIA for at least one year.
• Attempt to recruit at least one candidate for each Board position to be filled.

The list of candidates shall be made widely available to the PPERRIA membership at least 30 days prior to the annual meeting. The candidates will be presented for a vote at the Annual Meeting of the Corporation.  (See Section V A)  Nominations from the floor shall be in order of persons who have been members of PPERRIA for at least one year.

E. Executive Committee
The officers and the chairpersons of the standing PPERRIA committees are the Executive Committee of the Corporation. The past presidents of PPERRIA (“sages”) other than the immediate past president (who is a voting member) shall be ex-officio members of the Executive Committee who may not vote nor be counted toward a quorum.

• To transact the routine business during the period between regular Board meetings,
  
• To refer matters to the Standing Committees of the Corporation,
• To prepare agendas for meetings of the Corporation
• To prepare an annual budget for approval by the Board, and
• To do such other things as may be referred to the Executive Committee by the Board or members of the Corporation.

F. Expenditures
The Executive Committee shall have the power to authorize the expenditure from any funds in the treasury of amounts not to exceed that budgeted for any one purpose.  The Board of Directors of the Corporation shall have the power to authorize expenditures up to the limit of available funds with the membership in attendance.

A. Annual Meetings
The Annual Meetings of the Corporation members shall be held during the month of April on a date fixed by the Executive Committee.  Notice of the Annual Meeting shall be circulated generally throughout the entire neighborhood and given to all members of the Corporation.  The first meeting of the Board of Directors is held at the conclusion of the membership meeting.

B. Regular Meetings
Regular meetings of the Corporation members and the Board of Directors shall be called at least once each month except August and December, on dates to be determined by the Executive Committee.

C. Special Meetings
Special Meetings of the Corporation members and the Board of Directors may be held at any time upon the call of the Executive Committee or petition of at least 25 members of the Corporation.  Notice of special meetings shall be communicated to members and the Board of Directors at least three days prior to such meetings, provided that in the event of an emergency, notice may be waived by a 2/3 vote of the Board of Directors.  Any such emergency special meeting shall be open to members. Business transacted at a special meeting where notice has been waived, may be called for reconsideration at the next regular meeting of the Corporation.

D. Quorum
One third of the members of the current Board of Directors shall constitute a quorum for the conduct of business at any regular or special meeting of the Corporation members together with the Board of Directors.

One half of the members of the Executive committee shall constitute a quorum for the conduct of business at any regular or special meeting of the Executive committee.

E. Voting
The business and affairs of the Corporation shall be managed by its Board of Directors. Except where special committees are governed by special rules the following shall apply:

Voting on any matter shall be by voice vote (yes, no, abstain) but there shall be a division in cases of doubt as to the result.  All members of the Corporation whose names appear on the roster of members at the time of the meeting shall be eligible to vote and participate fully at any meeting of the Corporation members. There shall be no voting by proxy and each member shall be entitled to only one vote on any issue.

The result of any unanimous vote at a regular or special membership meeting is conclusively presumed to be that of the Board of Directors. Any non-unanimous vote of the membership regarding the business and affairs of the corporation shall be advisory to the Board and a separate vote of the Board shall be taken and recorded as the position of the corporation.

F. Conduct of Business: Roberts Rules of Order
Meetings of the Corporation shall be governed by Robert's Rules of Order, as most recently revised.

Special Committees are authorized to adopt their own special rules so long as they are consistent with the Articles of Incorporation and By-Laws of the Corporation and subject to the approval of the rules by the Executive Committee of the Corporation within 60 days of the adoption of the rules by the special committee.

G. Meetings Notice
All regular and special meeting shall be open to the public.  Notice of the meetings, to the extent physically possible, shall include an agenda and be publicized in the neighborhood and given to all members of the Corporation at least one week prior to each meeting.  At a minimum, notice of all meetings shall be given to all members of the Board of Directors.

A. The Executive Committee and Membership Committee shall be standing committees.
B. The Board of Directors shall have the power to establish such other standing committees and special committees as it deems necessary to promote the purposes and objectives of the corporation. Such committees may contain members who are not members of the Corporation, but the chairs of the committees shall be nominated by the President from the members of the Board of Directors and appointed by the Board.

C. The Normal Committee Process:

1. The committee will meet to discuss the issue.
2. The committee action will be forwarded to the Executive Committee where it will be reviewed.
3. The Executive Committee will forward it, with or without recommendation, to the full membership at the next regular meeting of the corporation.
4. The final action of the corporation will be communicated to the appropriate person, agency or governmental agency.

D. The Alternative Committee Process:
In the event that an issue of importance to the members of the corporation, on which the corporation has not already developed a position, will be considered by an official government agency (i.e. City Planning Commission, etc.) before there is sufficient time for the issue to go through the Normal Committee Process, action may be taken as follows:

1. The standing committee involved may meet to discuss the issue, take a stand on the issue and communicate the position to the appropriate person, agency or governmental body. The communication must indicate that this is the action of the committee only.
2. The action will then go to the Executive Committee and the full membership for review and ratification.
3. In the event there is time for the Executive Committee to review and concur with the standing committee's action, the communication to the person, agency or governmental body must be sent by the Executive Committee for its approval or rejection.  This action would then go to the next regular meeting of the corporation.
4. Should the timing allow, the issue may be brought directly to a special meeting of the corporation.

The Bylaws of PPERRIA may be amended at any time and in any manner that is consistent with the Articles of Incorporation and law.  Amendments may be proposed by:

• 25 corporation members; or
• a majority of the Executive Committee.

Those eligible to propose an amendment do so by signing a resolution that states the text of the amendment.  A copy of the proposed amendment must then be sent to all corporation members.   A notice with the amendment must say that the Board of Directors at its next regular meeting with the members will consider the amendment.  That notice must also state the date, time, and place of that meeting.  The proposed amendment is adopted by the affirmative two-thirds of all of the directors.  That vote must be a roll call vote that is separately recorded, as provided by Article V, paragraph E.

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