BYLAWS

This instrument constitutes the Bylaws of Bloomington Pride MN, a Minnesota nonprofit corporation, adopted for the purpose of regulating and managing the internal affairs of the corporation.

The corporation shall not have a seal.

Section 2.1. This corporation shall have no members. Any action or approval of the members or shareholders of a corporation which would otherwise be required by the terms of any agreement to which this corporation is a party, or by which this corporation is bound, or by the provisions of any law, rule, or regulation to which this corporation is subject, requires only action or approval of the Board of Directors.

Section 3.1. General Powers; Election; Eligibility. The business and charitable affairs of the corporation shall be managed by or under the direction of a Board of Directors elected by the affirmative vote of a majority of directors present at a duly held meeting. The Board shall have primary responsibility for overseeing the activities of this corporation; engaging in long-range planning for this corporation; ensuring the mission of this corporation; making decisions necessary for its proper operation and approving the annual budget for this corporation. Membership on the Board of Directors is open to anyone supporting the organization’s purpose.

Section 3.2. Number of Directors. The Board of Directors shall consist of no fewer than three (3) and no more than ten (10) individuals, as determined from time to time by the Board of Directors.

Section 3.3. Terms of Directors. Directors shall serve for a term of five (5) years each, shall be elected such that one-third (1/3) of the directors are elected each year, and may be reelected. A director whose term has expired shall hold office until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director.

Section 3.4. Quorum. At all meetings of the Board of Directors more than half of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

Section 3.5. Number Required for Action by Directors. Except where otherwise required by law, the Articles, or these Bylaws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.

Section 3.6. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed or consented to by authenticated electronic communication as permitted by the Minnesota Nonprofit Corporation Act, by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the directors, all directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action. As used in these Bylaws, the term “authenticated electronic communication” means any form of communication, not directly involving the physical transmission of paper, that

(a) creates a record that may be retained, retrieved, and reviewed by the recipient of the communication, (b) may be directly reproduced in paper form by the recipient through an automated process; (c) is delivered to the corporation’s principal place of business or to an officer or agent of the corporation authorized by the corporation to receive the communication, and (d) sets forth information from which the corporation can reasonably conclude that the communication was sent by the purported sender.

Section 3.7. Regular Meetings/Annual Meeting. The Board of Directors shall set a time to meet quarterly and annually to review the organization’s activities and finances, elect directors, and conduct other business, with additional meetings as required.

Section 3.8. Special Meetings. Special meetings of the Board of Directors may be called at any time upon request of the President, or at the request of one-third (1/3) of the directors, provided that any such request shall specify the purpose or purposes for the meeting.

Section 3.9. Resignation of Directors. A director may resign at any time by giving written notice to the Secretary of the corporation. The resignation is effective without acceptance when the notice is given to the corporation unless a later effective time is specified in the notice.

Section 3.10. Removal of Directors. A director may be removed by the affirmative vote of a majority of the Directors then in office, with or without cause.,

Section 3.11. Vacancies. In the event of the death, removal, or resignation of a director, a successor to fill the unexpired term shall be elected by the affirmative vote of a majority of the directors present at a duly held meeting.

Section 3.12. Proxies. Neither a director nor a committee member shall appoint a proxy for the director or committee member, nor shall the director or committee member vote by proxy.

Section 3.13. Committees. The Board of Directors may establish one or more committees having the authority of the Board of Directors in the management of the business of the corporation to the extent determined by the Board of Directors.

Section 3.13.1. Standing Committees: The corporation shall have the following Standing Committees: An Events Committee and a Finance Committee shall be established to oversee the corporation’s critical functions.

Section 3.13.2. Ad Hoc Committees: The Board of Directors may establish ad hoc committees as needed.

Section 3.14. Place of Meetings. The Board of Directors and any committee thereof may hold their meetings at such places, whether in this state or in any other location, as a majority of the directors then in office may from time to time appoint. Upon failure to appoint any other place, such meetings shall be held at the principal offices of the corporation.

Section 3.15. Electronic Meetings. Any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting if the same notice is given of the meeting as required by these Bylaws, and if the number of directors participating in the meeting is sufficient to constitute a quorum at the meeting. A director may participate in a meeting of the Board of Directors by means of conference telephone or, if authorized by the Board of Directors, by such other means of remote communication, in each case through which that director, other directors so participating, and all directors physically present at the meeting may participate with each other during the meeting. Participation in a meeting by any of the above-mentioned means constitutes presence at the meeting. As used in these Bylaws, “remote communication” means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.

Section 3.16. Notice of Meetings. Directors shall receive email and/or text notice of meetings at least seven (7) days in advance unless it is an emergency or special meeting.

Section 3.17. Waiver of Notice. Any director may execute a written waiver of notice of any meeting required to be given by statute or by any provision of these Bylaws either before, at or after that meeting, and such waiver when signed and filed as hereinafter provided shall be equivalent to notice. Such waiver shall be filed with the Secretary, who shall enter it upon the minutes or other records of that meeting. Appearance at a meeting by a director shall be deemed a waiver of notice thereof unless the appearance is solely for the purpose of asserting the illegality of the meeting.

Section 3.18. Payment of Directors. Directors shall not be compensated for their duties as directors, except that a director may receive a salary for the director’s services as an employee, and directors may be reimbursed for expenses incurred on behalf of the corporation.

Section 4.1. Officers. The officers of the corporation shall be President, Secretary, and Treasurer, and such other officers as the Board of Directors may, from time to time, appoint and shall serve for a term of five (5) years.

Section 4.2. Duties of Officers. The duties of the officers of this corporation shall be:

Section 4.2.1. President. The President shall preside at all meetings of the Board of Directors and shall oversee the long-term goals and purposes of the corporation. The President shall be the chief executive officer of the corporation, shall be responsible for the day-to-day operations of the corporation, and shall have all of the powers and duties normally belonging to the President, Chief Executive Officer, or Executive Director of a Minnesota nonprofit corporation. The President shall also perform such other duties as may be determined from time to time by the Board of Directors.

Section 4.2.2. Secretary. The Secretary shall attend all meetings of the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, maintain official correspondence and perform such other duties as may be determined from time to time by the Board of Directors.

Section 4.2.3. Treasurer. The Treasurer shall have charge of the corporate treasury, receiving and keeping the monies of the corporation, disbursing corporate funds as authorized, and shall have all of the powers and duties normally belonging to the Treasurer of a Minnesota nonprofit corporation. The Treasurer shall perform such other duties as may be determined from time to time by the Board of Directors.

Section 4.3. Salaries of Officers. The salaries of all officers of the corporation shall be fixed by the Board of Directors. However, no such salary need be fixed if such service is voluntary.

Section 4.4. Officers as Members of Board of Directors. The President and Treasurer shall be members of the Board of Directors. All other officers may but need not be members of the Board of Directors.

Section 4.5. Resignation of Officers. An officer may resign at any time by giving written notice of the resignation to the Secretary of the corporation. The resignation is effective without acceptance when notice is given to the corporation unless a later effective date is named in the notice.

Section 4.6. Removal of Officers. Any officer appointed by the Board of Directors may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given.

Section 4.7. Vacancies. Any vacancy in an officer’s position due to death, resignation or removal shall be filled by the Board of Directors.

Section 5.1. Standard of Care. It is the responsibility of each director of this corporation to discharge the director’s duties as a director in good faith, in a manner the director reasonably believes to be in the best interests of this corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

Section 5.2. Conflicts of Interest. The Board of Directors shall be responsible for adopting, administering, enforcing, and updating a separate Conflicts of Interest Policy and requiring the completion of an annual statement and disclosure form by each director, officer, employee, and volunteer.

Section 6.1. Receipt of Gifts. Any dues, contributions, grants, bequests or gifts made to the corporation shall be accepted or collected only as authorized by the Board of Directors.

Section 6.2. Deposit of Funds. All funds of the corporation shall be deposited to the credit of the corporation under such conditions and in such banks as shall be designated by the Board of Directors.

Section 6.3. Access to Corporate Assets. All contracts, checks and orders for the payment, receipt or deposit of money, and access to securities of the corporation shall be as provided by the Board of Directors.

Section 6.4. Title to Property. Title to all property shall be held in the name of the corporation.

Section 6.5. Annual Budget. The annual budget of estimated income, income expense and capital expense shall be approved by the Board of Directors.

Section 6.6. Treasurer's Report. A summary report of the financial operation of the corporation shall be made by the Treasurer at least annually to the Board of Directors.

Section 7.1. In General. Subject to Section 7.2 hereof, the corporation shall indemnify and make advances to each person who is or was a director, officer, or employee of the corporation, or a member of any committee, to the full extent mandated by, and in accordance with, Section 317A.521 of the Minnesota Nonprofit Corporation Act, without prohibitions, limitations or conditions other than those set forth in said Section 317A.521.

Section 7.2. Limitation on Indemnification. Indemnification pursuant to Section 7.1 hereof shall be for the sole and exclusive benefit of the person expressly identified therein, and no other person, corporation, or legal entity of whatever nature shall have any rights thereunder by way of voluntary or involuntary assignment, subrogation, or otherwise.

Section 7.3. Insurance. The corporation may provide, maintain, and pay for insurance on behalf of any person indemnified pursuant to Section 7.1 hereof.

Upon the organization’s dissolution, any remaining assets after payment of debts and liabilities shall be distributed to another nonprofit entity supporting LGBTQ+ rights, subject to the approval of the Board of Directors.

The corporation’s fiscal year begins on the first day of January and ends on the last day of December each year.

All board members, officers, and volunteers of Bloomington Pride MN shall uphold the highest standards of ethical conduct. They are expected to act with honesty, integrity, and openness in all their dealings as representatives of the corporation. They shall foster an environment that respects individual differences and values each person's contributions.

These bylaws may be amended at any time and from time to time by the affirmative vote of a majority of the directors who are present at a duly held meeting, provided that the amendment is submitted to the Secretary and sent out with regular board announcements. Notice of the meeting shall be given to each director not less than five (5) nor more than thirty (30) days before any meeting of the Board of Directors at which an amendment of the Bylaws is to be adopted. The bylaws will be reviewed annually by the Board of Directors.