St. Louis River Alliance

Bylaws

ST. LOUIS RIVER CITIZENS ACTION COMMITTEE
__________________________________________________________
This instrument constitutes the Bylaws of the St. Louis River Citizens Action Committee,
adopted for the purpose of regulating and managing the internal affairs of the
Corporation.

ARTICLE I CORPORATE SEAL

The Corporation shall not have a seal.

ARTICLE II MEMBERS

Section 2.1. The membership of the Corporation shall consist of six classifications of
members: (1) individual, (2) family-household, (3) organization-club-school, (4)
business, (5) municipality-government agency and (6) sponsor. Membership is attained
by paying annual dues. The amount of the annual dues shall be set by the Board of
Directors. Memberships are not transferable.

Section 2.2. Members are entitled to vote and have equal rights and preferences in
matters not otherwise provided for by the Board.

Section 2.3. A meeting of the Members shall be held annually in January in each year
at such day and time as the Board of Directors shall determine. At the annual meeting,
Members shall elect Board members. Election of Directors shall be the first item of
business at the annual meeting.

Section 2.4. Meetings of the Members may be called at any time by the Board of
Directors, by the Executive Committee, or by the request of at least ten percent (10%)
of the Members. Such request by the Members shall be made by written notice to the
Chair or Secretary of the Corporation and shall specify the purpose of the meeting.
Within thirty (30) days after receipt of the request, the Board or the Executive
Committee shall cause a meeting to be called and held no later than forty-five (45) days
after receipt of the request at the expense of the Corporation. Agendas for such
meetings shall be set by the Board of Directors and shall include the matter(s)
requested by special action of at least 10 percent (10%) of the membership. Members
may suggest items to be placed on the agenda of any meeting. The public shall be
invited to such meetings.

Section 2.5. Unless otherwise required by law or the Articles or Bylaws of this
Corporation, notice of all Member meetings must be given at least fourteen (14) and not
more than thirty (30) days before the meeting. The notice must contain the date, time
and place of the meeting along with an agenda. Announcements of the meeting shall
also be sent to local newspapers, in which the general public will be invited to attend.

Section 2.6. Unless otherwise provided by law or by these Bylaws, a quorum for a
meeting of Members is twenty-five percent (25%) of the Members entitled to vote at the
meeting, or twenty (20) Members, whichever is less, except that where a larger quorum
is required by law, the smallest quorum allowed by law shall constitute a quorum.

Section 2.7. Except where a larger portion or number is required by law or by these
Bylaws, the Members may take action by the affirmative vote of a majority of the
Members present at a duly held meeting.

Section 2.8. All members, regardless of classification, shall be entitled to one vote on
any matter properly presented to the Members. Membership categories that include
more than one individual, such as businesses, family/households, club/organizations,
and municipalities/governmental agency members, one individual shall designate him or
herself on the official roll call sheet for that meeting as the individual who will cast the
one vote for that membership for any votes taken. If the designated voter leaves the
meeting prior to any vote, another individual representing that same membership may
be designated to cast that membership’s one vote.

ARTICLE III BOARD OF DIRECTORS

Section 3.1. The affairs of the Corporation shall be managed by or under the direction
of a Board of Directors elected by the Members. Individuals serving on the Board must
be either an Individual or Family/Household Member in good standing. The Board may
appoint an Executive Director to handle the day-to-day operations of the Corporation.

Section 3.2. The Board shall have no more than fifteen (15) and no fewer than nine (9)
elected voting members. The Corporation shall strive to balance the composition of the
Board so that a wide variety of public and private interests are represented and no
single interest group achieves numerical dominance

Note: Added Section 3.3 – all subsequent sections in this article have been renumbered.

Section 3.3 The Board of Directors shall authorize the appointment of non-voting liaison
members to serve on the board from the Minnesota Pollution Control Agency, the
Minnesota Department of Natural Resources, the Wisconsin Department of Natural
Resources, the Fond du Lac Band of Ojibwa, City of Duluth, City of Superior, City of
Cloquet as well as representatives from other federal, state, tribal and local
governments.

Section 3.4. The first Board of Directors shall have staggered terms decided by a
process of random selection. One-third of the first Board of Directors shall have oneyear
terms, one-third shall have two-year terms, and one-third shall have three-year
terms. Thereafter, all Directors shall serve terms of three (3) years. Board members are
eligible to serve for two consecutive three (3) year terms. Members must be off the
board for at least one full year, before being eligible to serve again on the board.

Section 3.5. At all meetings of the Board of Directors, one-third of the Directors then in
office shall be necessary and sufficient to constitute a quorum for the transaction of
business.

Section 3.6. Except where otherwise required by law, the Articles or these Bylaws, the
affirmative vote of the majority of the Directors present at a duly held meeting shall be
sufficient for any action.

Section 3.7. Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken by written action signed 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 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.

Section 3.8. The Board of Directors shall have regular meetings at such times and
places as it shall establish by resolution. Notice of regular meetings shall be given
either by announcement of date, time and place at the previous Board meeting or by
notice given at least seven (7) days prior to the meeting. The Board of Directors shall
meet at least annually, at such time and place as may be designated by resolution of
the Board of Directors.

Section 3.9. 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 3.10. Special meetings of the Board of Directors may be called at any time
upon request of the Chair, or one-third of the Directors, provided that any such request
shall specify the purpose or purposes for the meeting. The Chair shall set the date for
the special meeting within three (3) working days of making or receiving such a request
and shall give not less than seven (7) days written notice of the time, place and purpose
of such special meeting.

Section 3.11. The Board of Directors may hold their meetings at such places as a
majority of the Directors then in office may from time to time appoint. Upon failure to
appoint any other place, such meeting shall be held at the registered office of the
Corporation.

Section 3.12. A Director may resign at any time by giving written notice of his or her
resignation to the Secretary. The resignation is effective when received by the
Corporation, unless a later date has been specified in the notice.

Section 3.13. A Director may be removed from office, with or without cause, by the
affirmative vote of at least seventy-five percent (75%) of the Directors; provided that not
less than fifteen (15) days and not more than (30) days notice of such meeting stating
that removal of such Director is to be on the agenda for such meeting shall be given to
each Director.

Section 3.14 When a vacancy on the Board exists, the Nominating Committee shall be
responsible for seeking nominations for new directors from the membership at least
three weeks in advance of the next board meeting. The Nominating Committee will then
be responsible for submitting all viable nominations to all board members at least seven
(7) days prior to the next board meeting to be voted upon at said board meeting. The
director elected to fulfill the vacancy shall serve only the un expired portion of the term.

Section 3.15. The Board of Directors shall elect an Executive Committee of the Board
made up of the four officers and two to three other members of the Board of Directors
who are not officers. Except for the power to amend the Articles of Incorporation and
Bylaws, the Executive Committee shall have all the powers and authority of the Board of
Directors in the management of the business of the Corporation in the intervals between
meetings of the Board, subject to the direction and control of the Board of Directors.

Section 3.16. Committees

The standing committees of the board shall be as follows:

a) The Board of Directors shall elect an Audit Committee annually. The Audit Committee
shall review the performance of the Treasurer, work with the Treasurer to provide
annual financial reports to the Board, which shall be submitted no later than March 31,
and assist the Treasurer in making the financial records of the Corporation available to
the membership, Board members and the public.

b) The board shall elect a Nominating Committee annually. The Nominating Committee
shall be responsible for seeking and reviewing nominations for any vacancies that occur
on the board.

c) The Board may elect or appoint any other committee as needed.

Section 3.17 Whenever under the provisions of these By laws notice is required to be
given to any Director, it shall be construed to require personal notice, which shall be
given in writing by postal mail, or electronically by facsimile or email addressed to such
Director or committee members at his or her last known address. Such notice shall be
deemed to have been given at the time when thus mailed or electronically transmitted.

Section 3.18. Directors shall not be compensated by this Corporation for their duties as
Directors, except that Directors may be reimbursed for reasonable expenses incurred
on behalf of the Corporation.

ARTICLE IV OFFICERS

Section 4.1. The officers of the Corporation shall be Chair, Chair-elect, Secretary,
Treasurer and such other officers as the Board of Directors may, from time to time,
appoint. It is recommended and not required, that officers of the board include directors
from both Minnesota and Wisconsin.

Section 4.2. The duties of the officers of this Corporation shall be:

(a) The Chair shall preside at all meetings of the Board of Directors and the Members,
and shall oversee the long-term goals and purposes of the Corporation. The Chair
shall also have general active management of the business of the Corporation, see
that orders and resolutions of the Board of Directors are carried into effect, sign and
deliver in the name of the Corporation legal instruments pertaining to the business of
the Corporation, see that records of the Corporation are maintained, certify (when
necessary) proceedings of the Board and Members, and perform such other duties as
may be determined from time to time by the Board of Directors.

(b)The Chair-Elect shall preside at all meetings of the Board of Directors and the
Members and attend to the business of the corporation in the absence of the Chair.
The Chair-Elect shall become the chair of the Board if the Chair vacates the position
during his or her term of office. The Chair-Elect shall serve until the end of the Chair’s
remaining term of office.

(c) Secretary – The Secretary shall attend all meetings of the Board of Directors and
membership and shall keep the minutes of such meetings, distribute copies of the
minutes and agenda to Board members, give notices, prepare any necessary certified
copies of corporate records and perform such other duties as may be determined from
time to time by the Board of Directors.

(d) Treasurer – The Treasurer shall: (1) keep accurate financial records for the
Corporation; (2) deposit money, drafts and checks in the name of and to the credit of
the Corporation; (3) endorse deposits for notes, checks and drafts received by the
Corporation, as ordered by the Board; (4) disburse corporate funds and issue checks
and drafts in the name of the Corporation, as ordered by the Board; and (5) upon
request, provide the Co Chairs and the Board an account of transactions by the
Treasurer and of the financial condition of the Corporation. The Treasurer shall also
make a report at each Board meeting, assist in preparation of the budget, help develop
fund-raising plans, and make financial information available to the Board members and
the public. The Treasurer shall perform such other duties as may be determined from
time to time by the Board of Directors.

Section 4.3. The officers shall be members of the Board of Directors. Officers shall be
elected by the Board of Directors. The Secretary and the Treasurer shall be elected for
two-year terms. The Chair and Chair–elect shall be elected for one-year terms. If any
officer’s term of office exceeds the two term limit of service o the board, that board
member’s term on the board may be extended by one year.

Section 4.4. An officer may resign at any time by giving written notice to the
Corporation. The resignation is effective without acceptance when the notice is given to
the Corporation, unless a later effective date is named in the notice.

Section 4.5. Any officer 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 4.6. A vacancy in an office of the Board of Directors because of death,
resignation, or removal may be filled by the Board of Directors.

ARTICLE V STANDARD OF CARE
AND DEALING WITH OTHER CORPORATIONS AND ORGANIZATIONS

It is the responsibility of each officer and Director of this Corporation to discharge his or
her duties as a Director in good faith, in a manner the person 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.

ARTICLE VI FINANCE

Section 6.1. 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. 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. All contracts, checks and orders for the payment, receipt or deposit of
money, and access to securities of the Corporation shall be signed, delivered and
maintained as provided by the Board of Directors.

Section 6.4. An annual budget of estimated income, income expense and capital
expense shall be developed by the Executive Committee and submitted for approval by
the Board of Directors.

Section 6.5. Title to all property shall be held in the name of the Corporation.

Section 6.6. A summary report of the financial operation of the Corporation shall be
made by the Treasurer at least quarterly to the Board of Directors.

Section 6.7. The fiscal year shall be the calendar year. Annual reports are required to
be submitted by the Audit Committee to the Board no later than March 31, showing
income, expenditures and pending income. The financial records of the Corporation are
public information, and shall be made available to the membership, Board members and
the public.

ARTICLE VII INSURANCE/INDEMNIFICATION

Section 7.1. The Corporation may, in its discretion, obtain a policy of insurance for
which the proceeds can be used to indemnify the Corporation’s Directors and officers.

Section 7.2. To the full extent permitted by the Minnesota nonprofit corporation act, as
amended from time to time, or by other provisions of law, each person who was or is a
party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, wherever and by whomsoever brought (including any such
proceeding, by or in the right of the Corporation), whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a Member, Director or
officer of the Corporation, shall be indemnified by the Corporation against expenses
actually and reasonably incurred by such person in connection with such action, suit or
proceeding; provided, however, that such indemnification shall be limited to that
amount, if any, the Corporation recovers through a policy of insurance. The
indemnification provided by this Article shall inure to the benefit of the heirs, executors
and administrators of such person and shall apply whether or not the claim against such
person arises out of matters occurring before the adoption of this provision of the
Bylaws.

Section 7.3. Insurance and/or indemnification provided by this article shall be in
addition to and shall not negate or invalidate any statutory or other immunity granted to
corporate officers, Directors or Members.

ARTICLE VIII AMENDMENT OF THE BYLAWS

These By Laws may be amended by the members at large by a vote of a majority at a
duly held meeting. Proposed changes to the Bylaws must be submitted to the Executive
Committee, which shall provide the proposed amendments to the membership at least
fourteen (14) days in advance of the meeting at which the amendment will be acted
upon.

The original bylaws of the St. Louis River Citizens Action Committee were approved on
March 6, 1996.

This revised version reflects amendments made at the annual meeting held October 29,
1997, which changed the month of the annual meeting from October to January, and
the number of membership classes from three to six.
An amendment made at the annual meeting held on January 27, 1999 suspended
Section 3.11.

At the annual meeting held January 24, 2001, Section 3.14 was amended to state that
the Executive Committee shall consist of four officers and three to five other members
instead of consisting of four officers and three other members.

At the Annual Meeting on January 23, 2008, amendments were made to the following
sections:
Article II: Section 2.1, 2.4, 2.8, 2.9
Article III: Section 3.1, 3.2, 3.3, 3.4, 3.10, 3.11, 3.14, 3.15, 3.16, 3.17. Also, in this
article, section numbers were changed due to an additional section (3.3) and a change
in order (3.12-14).
Article IV: Section 4.1, 4.2, 4.3, 4.6
Article VIII: Amendments to By laws.

At the Annual Meeting on January 19, 2010, Section 2.3 was amended by removing
language from this section that stated that membership shall vote whether to accept the
annual budget presented by the Board.

1/20/2010