BYLAWS OF DARK CLOUDS GBC
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
Section 2. Special Meetings. Special meetings of the shareholders may be requested by the President, the Board of Directors, or the holders of a majority of the outstanding voting shares.
Section 3. Notice. Written notice of all shareholder meetings, whether regular or special meetings, shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all shareholders of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when it is either: 1) deposited in ordinary U.S. mail, properly addressed, with postage prepaid or 2) sent electronically to an e-mail address provided by the shareholder. Shareholders may opt out of electronic communication by expressing a preference to the Secretary in writing.
Section 4. Place of Meeting. Shareholders` meetings shall be held at a location in Minnesota that is stated in the notice.
Section 5. Quorum. A majority of the outstanding voting shares, whether represented in person or by proxy, shall constitute a quorum at a shareholders` meeting. In the absence of a quorum, a majority of the represented shares may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The shareholders present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some shareholders results in representation of less than a quorum.
Section 6. Informal Action. Any action required to be taken, or which may be taken, at a shareholders meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the shareholders who own all of the shares entitled to vote with respect to the subject matter of the vote.
Section 7. Fixing the Record Date. For the purpose of determining shareholders entitled to notice of or permitted to vote at any meeting of shareholders or any adjournment thereof, the record date shall be the date specified by the Board of Directors or an officer authorized by the Board of Directors not more than thirty (30) days before the shareholder meeting.
Section 8. Voting Lists. The Secretary shall keep a share register: a complete list that is not more than one year old containing the names and addresses of the shareholders and the number of shares held by each shareholder. In addition, the Corporation shall keep a record of the dates on which certificated or uncertificated shares were issued. The share register shall be made available for inspection by any shareholder at a reasonable time within ten (10) days of the receipt of a written demand.
A voting list shall be prepared as of the record date fixed for any shareholder meeting. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.
Section 9. Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution rules and regulations for the conduct of meetings of the shareholders as it shall deem appropriate. The Board of Directors shall appoint a presiding officer from one of its members, or, in the case of a special meeting requested by a shareholder majority, from a shareholder representative chosen by the majority. The presiding officer shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The presiding officer shall announce the close of the polls for each matter voted upon at the meeting, after which no ballots, proxies, votes, changes or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.
Section 10. Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation or in the terms of the shares provide for more or less than one vote per share or limits or denies voting rights to the holders of the shares of any class or series. Shareholders take action (other than the election of directors as defined below) upon the affirmative vote of a majority, unless the Minnesota Business Corporation Act (”BCA”) requires a larger percentage, of the shares entitled to vote on the action at a meeting of shareholders at which a quorum is present.
In each election of directors of the Corporation, every shareholder entitled to vote shall have the right to multiply the number of votes equal to the number of directors to be elected multiplied by the number of votes represented by the shares and distribute those votes among one or more candidates.
Section 1. Number of Directors. The corporation shall be managed by a Board of Directors (“Board”) consisting of seven director(s). The number of Directors may be only be changed by a vote of the Shareholders.
Section 2. Election and Term of Office. The directors shall be elected at the annual shareholders` meeting. The Board of Directors shall be divided into two classes. The first class of three directors will hold office for a term of one (1) year. The second class of four directors will hold office for a term of two (2) years.
The initial directors shall be elected so that the term of the first class expires at the next annual regular meeting; the term of the second class expires one year later. At each annual election held after the initial classification and election of directors, directors shall be chosen for a full term of two (2) years.
The shareholders may additionally elect to delegate the election of some number of Directors to the membership at the annual membership meeting (described in ARTICLE IV). The number of directors elected by Members shall be less than 50% of the total number of directors.
Section 3. Quorum. A majority of directors shall constitute a quorum of the Board.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Regular Meeting. An annual meeting shall be held, without notice, immediately following and at the same place as the annual meeting of the shareholders. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days’ written notice by ordinary United States mail or e-mail, effective when mailed or e-mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting of the shareholders called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
Section 11. Discharge of Duties. Consistent with the corporation’s purpose of creating general social benefit and creating events and traditions that promote, improve the accessibility of, build a sense of community around, and encourage participation in Minnesota Soccer in discharging their duties, the directors shall consider the effect of any actions on the following:
(a) The ability of the corporation to accomplish its general public benefit purpose and create events and traditions that promote, improve the accessibility of, build a sense of community around, and encourage participation in Minnesota Soccer;
(b) The shareholders of the corporation;
(c) The employees and workforce of the corporation and its subsidiaries and suppliers;
(d) The interests of customers as beneficiaries of the general public benefit purposes of the corporation;
(e) Community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located;
(f) The local and global environment;
(g) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation.
Directors may also consider the resources, intent, and conduct (past, stated and potential) of any person seeking to acquire control of the corporation, and any other pertinent factors or the interests of any other group that they deem appropriate, consistent with the corporation’s purpose to create social benefit.
Directors are not required to give priority to any of the considerations listed above in considering the effect of their actions, provided that such actions are consistent with the corporation’s purpose of creating general social benefit and creating events and traditions that promote, improve the accessibility of, build a sense of community around, and encourage participation in Minnesota Soccer.
Section 1. Number of Officers. The officers of the corporation shall be a President, a Treasurer , and a Secretary.
a. President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.
b. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, if any, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors’ meetings and all committee meetings.
c. Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of the organizations finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.
Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting of the shareholders. Each officer shall serve a one year term or until a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the corporation. Any vacancy that occurs for any reason may be filled by the Board of Directors.
Section 1. Definition of Membership. Consistent with its community-building mission, this corporation shall have members, defined by a threshold of dues payments, community service, participation in Dark Clouds activities, and such other criteria as deemed appropriate by the Board of Directors, who shall hold responsibility to define and publish the definition of membership on the Dark Clouds website and on any printed material referencing membership.
Section 2. Voting Rights of Membership. Members are neither Shareholder nor Directors and have no voting rights, except where explicitly delegated by the Board of Directors. The Board of Directors may, at its discretion, delegate voting rights on any issue in its power to the Membership.
Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of informing the membership of the corporation’s activities, and for voting on any questions delegated to the membership by the Board of Directors.
Quorum. Quorum for membership meetings shall be 10% of eligible members.
Eligibility. To participate as a voting member, a person must have met all of the criteria for eligibility thirty days prior to the membership meeting.
Shareholder Veto. Decisions made in membership meetings may be overturned by a unanimous vote of the shareholders.
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The corporation shall not have a corporate seal. All instruments that are executed on behalf of the corporation which are acknowledged and which affect an interest in real estate shall be executed by (1) the President and (2) the Secretary or Treasurer. All other instruments executed by the corporation, including a release of mortgage or lien, may be executed by the President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
AMENDMENT TO BYLAWS
Subject to Article VII of the Articles of Incorporation, the bylaws may be amended, altered, or repealed by the Board of Directors or the shareholders by a two-thirds majority vote at any regular or special meeting with a quorum.
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).
The corporation may issue shares of the corporation’s stock without certificates. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information that is required by law to be on the certificates. Upon written request to the corporate secretary by a holder of such shares, the secretary shall provide a certificate in the form prescribed by the directors.
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, a majority vote of the shareholders in attendance, and with the subsequent approval by no less than two-thirds (2/3) vote of the Board members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
Neal S. Logan, Secretary of Dark Clouds GBC hereby certifies that the foregoing is a true and correct copy of the bylaws of the above-named corporation, duly adopted by the incorporator(s) on April 1, 2015.
Neal S. Logan, Secretary