ARTICLE I: NAME

The name of this association shall be The DOWNTOWN MINNEAPOLIS RESIDENTS ASSOCIATION, INC. It may be referred to as DMRA, Inc.

ARTICLE II: PURPOSE

The DMRA, Inc. is organized and operated to promote the common good and general welfare of the community. Civic betterment and improvement are sought through discussion, education, and change. Major objectives will include, but not be limited to, arranging and conducting neighborhood meetings, studying and reviewing all proposals of a commercial, residential, or housing development/rehabilitation nature. The DMRA, Inc. will seek to encourage and maintain open communication between residents and such local organizations as the MCDA and Minneapolis City Council. The DMRA, Inc. shall be educational and advisory in nature.

ARTICLE III: AREA

The area of The DMRA, Inc., for purposes of these By-Laws, shall be defined as that part of the City of Minneapolis beginning at its most northerly point, being located on the south side of Hennepin Avenue at the westerly bank of the Mississippi River, thereby commencing southeasterly along the westerly bank of said river to the easterly side 14th Avenue South. Then following 14th Avenue South southerly to the south side of 6th Street South; hereby extending northeasterly to the easterly side of Chicago Avenue and following Chicago Avenue northeasterly to 5th Street South Thence from the intersection of Chicago Avenue and 5th Street South, heading northwesterly along the southwesterly side of 5th Street South to the intersection of 5th Avenue South and 5th Street South, and following the east side of 5th Avenue southerly to the northerly side of the intersection of 5th Avenue and 12th Street South. Thence heading northwesterly along the southerly side of 12th Street South to the northeast corner of the intersection of 12th Street South and 9th Street North. Thence heading northwesterly along the southerly side of 12th Street South to the northwest corner of the intersection of 12th Street North and I-394. Then heading west along the northerly side of I-394 to the northeast corner of intersection of I-394 and I-94. Then heading north along the easterly side of I-94 to the southeast corner of I-94 and Plymouth Avenue North. Then heading east along the southerly side of Plymouth Avenue North to the westerly bank of the Mississippi River. Then heading southeast along the westerly bank of the said river to the point of the beginning.

The boundaries are intended to conform with the City of Minneapolis designated neighborhoods of Downtown East, Downtown West, and North Loop: The area of the DMRA, Inc. therefore includes Downtown East, Downtown West, and North Loop. These boundaries may be revised as deemed necessary and appropriate by following proper legal procedures for such change.

ARTICLE IV: GENERAL MEMBERSHIP

Any natural person of voting age who is a resident property owner, tenant, or non-resident property owner of residential property in the area of Downtown Minneapolis, as defined in Article III of these By-Laws, shall be eligible for general membership in the DMRA, Inc.

There shall be but one class of members. There is no limit to the number of members. General membership shall be open to all interested persons who meet the eligibility criteria of this Article.

General membership shall be determined by notification to the Board of Directors or by registering at any official meeting of the Association. General members shall register with the Vice Chairperson and will be considered general members for 18 months from registration date. General members may be asked for proof of eligibility at time of registration.

No person shall be denied general membership in the organization because of consideration of race, religious belief, color, gender, sexual preference, natural origin, economic status or disability. General membership is not transferable or assignable. General membership is automatically terminated upon resignation or when a person no longer meets eligibility requirements.

ARTICLE V: GENERAL MEMBERSHIP MEETINGS

Section 1: Annual Meetings

There shall be at least one annual meeting of the members during each calendar year, with November being the required annual meeting month, at a time and place in the Downtown Minneapolis neighborhood as set by the Board of Directors. At such time reports of the activities of the organization shall be presented by the Officers to the members, Directors shall be elected and other membership business transacted. There shall be at least three additional general membership meetings evenly distributed throughout the year. Proposed binding resolutions must be presented in writing to the Board Chairperson or Board Secretary at least five days prior to a general membership meeting. If a quorum is not achieved for a general membership meeting, it shall be a meeting of the Board, and the Board shall be required to take input from the general membership.

Section 2: Special Meetings

Special meetings of the general membership may be called by the Chairperson of the Board, by fifty percent (50%) of the members of the Board, or by ten percent (10%) of general membership.

Section 3: Notice of Meetings

Any meetings of the general membership will be publicized in the downtown area and in writing to all members, including a written agenda, at least five(5) but not more than twenty (20) business days prior to the meeting. Such notice shall specify the time, place and purpose of the meeting. Notice of the Annual Meeting shall include notice that the election of Directors shall occur at this meeting.

Section 4: Quorum

A quorum for the transaction of business shall consist of fifty percent (50%) of the general membership. Robert's Rules of Order, Newly Revised (1990) shall apply at all times during meetings.

Section 5: Voting

Passage of a motion or resolution shall require the vote of a majority of the members present for the meeting unless otherwise required by law. Dissolution of the organization shall require a two-thirds (2/3) vote of the members present. All members present are entitled to vote; no member may vote by proxy or cumulatively.

Section 6: Open Meetings

All meetings shall be open to the public.

Section 7: Minutes

Minutes of all meetings will be kept and be available upon request.

ARTICLE VI: BOARD OF DIRECTORS

Section 1: General Powers

The business and property of the organization shall be managed and controlled by its Board of Directors. The Directors may exercise all such powers and do all such things as may be exercised or done by the organization, subject to the provisions of the Articles of Incorporation, these By-Laws and all applicable laws. Directors shall receive no compensation for their services as Directors, but this shall not restrict the reimbursement, by resolution of the Board, for reasonable expenses incurred by a Director when he or she renders administrative, professional or other bona fide services to this organization in a capacity other than as a Director or member of this organization.

Section 2: Number

The Board of Directors shall consist of nine (9) members.

Section 3: Tenure

The first year these By-Laws are in effect, five Directors shall be elected for Two (2) year terms, and four Directors shall be elected for a one year term. Thereafter, all Directors shall serve for a term of Two (2) Years.

Section 4: Qualifications

Any person who meets the requirements for General Membership as stated in Article IV shall be eligible to serve on the Board of Directors.

Section 5: Selection

All Directors shall be elected at the DMRA, Inc. annual membership meeting. The candidates receiving the highest number of votes shall be elected to the board. The next four individuals receiving the next highest number of votes will be alternates, in vote order: Alternates shall designated as first, second, third, and fourth alternates and shall serve for one year. Four seats shall be open for re-election in years ending with even numbers (e.g. 1992), five seats shall be open for re-election in years ending with odd numbers (e.g. 1993). In elections held where there are board positions open in which the remaining term is one year, the election for the full two year positions will precede any election for the one year positions.

Section 6: Alternates

Alternates to the Board of Directors shall have no powers except for at such time as they are empowered under the provisions of these By-Laws to assume the duties of a Director. Upon being upgraded, an alternate assumes all rights and responsibilities normally afforded a Director under these By-Laws.

Section 7: Vacancies

Any seat left vacant due to the lack of a candidate at the annual election shall be filled by appointment of the Board of Directors. The Board shall seek a candidate for the vacant position(s) who meets the qualifications of Section 4 of this Article. If no such candidate can be found within thirty(30) days and after reasonable effort, the Board may select, by a majority vote of the Board, a temporary Director from the general membership. Such a Director shall serve until such time as a candidate meeting the qualifications of Section 4 of this Article can be found or until the next election, whichever is soonest. Any vacancies, either permanent or temporary, that occur after the annual election shall be filled in accordance with Sections 8 and 9 of this Article.

Section 8: Temporary Upgrading of Alternates

If a Director is not present at a duly called regular or special meeting of the Board, then the vacant seat(s) shall be filled by an Alternate or Alternates. If there is no Alternate present, the seat shall remain vacant and shall count as such for purposes of a quorum. If a Director whose seat has been temporarily filled by an Alternate should arrive late to a Board meeting, then the Director shall be seated once the current item of discussion has been concluded or a vote taken.

Section 9: Permanent Upgrading of Alternates

Any Director position that becomes vacant through resignation, removal, death, or failure to meet eligibility requirements shall be filled by the first alternate. If there is no Alternate, then the position shall be filled by appointment by the Board of Directors in accordance with Section 7 of this Article.

Section 10: Removal of a Director

Three consecutive absences from duly called Board meetings shall be cause for removal by majority vote of the Board. Any Director may be removed from office, with or without cause, by a two-thirds (2/3) vote of the entire Board of Directors at a regular or special meeting of the Board called for that purpose, but with due notification (of a minimum of 30 days) of such action and the right to be heard thereon.

Section 11: Removal of an Alternate

Any Alternate may be removed from office, with or without cause, by a two-thirds (2/3) vote of the entire membership of the Board of Directors at a regular or special meeting of the Board called for that purpose, but with due notification (minimum of 30 days) of such action and the right to be heard thereon.

Section 12: Resignation of a Director or Alternate

Any Director or Alternate may resign at any time by giving written notice to the Board or to the Chair. The resignation shall take effect when it is delivered unless the written notice states otherwise.

ARTICLE VII: MEETINGS OF THE BOARD

Section 1: Regular Meetings

The Board of Directors shall hold monthly meetings on the third Tuesday of each month, unless a rescheduled date is approved by the board and announced at a previous board meeting. These meetings shall be held in the Downtown Minneapolis Neighborhood at such time and place as may be determined by the Board of Directors and/or the Executive Committee of the Board.

Section 2: Special Meetings

Special meetings may be called by the Chairperson or by fifty percent (50%) of the Directors then in office. Notice of special meetings shall be given at least forty-eight (48) hours in advance of the meeting either by mail, telephone or personal contact. Special meetings shall be held in the Downtown Minneapolis Neighborhood and notice shall include time, place and agenda.

Section 3: Notice

Written notice of regular meetings, including a written agenda shall be distributed at least three (3) days prior to the meeting to all Directors and Alternates. Required notice of any meeting of the Board may be waived by any member in writing before, at or after a meeting. Appearance at any meeting by any Director or Alternate shall be deemed a waiver of such required notice. If notice is given by mail for either a regular or special meeting, such notice shall be mailed at least two (2) additional days prior to the meeting and shall be deemed delivered when deposited in the United States mail properly addressed with postage thereupon prepaid. No notice shall be given more that thirty (30) days before any meeting.

Section 4: Open Meetings

All meetings of the Board of Directors and any Committees shall be open to any member of the Board, and to all general members. Only seated Directors and upgraded Alternates shall be allowed to vote at Board meetings. Input from the floor can be received at the discretion of the board.

Section 5: Quorum

Except as noted otherwise provided for by these By-Laws, a quorum for the transaction of business shall consist of one-half (1/2) of the members of the Board. No member of the Board may give a proxy for himself/herself or vote by proxy. If a quorum is not present, a majority of the Directors may adjourn the meeting from time to time without further notice. Robert's Rules of Order, Newly Revised, 1990 shall apply at all times during meetings.

Section 6: Voting

Passage of a motion for resolution shall require a vote of a majority of the Board members present at the meeting, unless otherwise provided for in Robert's Rules of Order, Newly Revised, 1990 or these By-Laws. Sale or mortgage of assets shall require a two-thirds (2/3) vote of Board members.

ARTICLE VIII: OFFICERS OF THE BOARD

Section 1: Officers of The Board and Their Duties

The Officers of the Association shall consist of the Chairperson of the Board, the Vice Chairperson, the Secretary, the Treasurer, and such other Officers as may from time to time be elected by the Board. No person shall hold two (2) offices at one time; however, the offices of Secretary and Treasurer may be combined if the Board so desires. Except as provided in these By-Laws, the Board of Directors shall fix the powers and duties of all Officers.

Section 2: Election, Term of Office and Qualifications

The Officers shall be elected by the Board from among its members at the first meeting following the yearly election of Board members. The Officers shall serve for one (1) year or until their successors shall have been elected or until their earlier resignation, removal from office or death.

Section 3: Removal and Vacancies

Any Officer may be removed from office at any time by the vote of two-thirds (2/3) of the entire membership of the Board, with or without cause, but with due notification of such action and the right to be heard thereon. If there is a vacancy among the offices of the Association by reason of death, resignation or otherwise, such vacancy shall be filled for the unexpired term by the Board at a regular meeting or special meeting called for that purpose.

Section 4: Chairperson

The Chairperson shall have the power of general management of the business of the organization. He/she shall preside or delegate such authority at all meetings of the Board of Directors. He/She shall be the chief executive Officer of the Association and shall see that all orders and resolutions of the Board are carried into effect. He/she shall be a member ex-officio of all committees. He/she shall be considered "President" of the organization for the sole purpose of carrying out the duties of signatory agent and may execute documents on behalf of the organization under that title. The chairman shall be entitled to vote on all matters before the Board in the same manner as any other delegate to those bodies. In general, the Chairperson shall perform all duties usually incident to that office and such other duties as the Board may prescribe.

Section 5: Vice Chairperson

The Vice Chairperson shall have such powers and perform such duties as may be specified in these By-Laws or prescribed by the Board of Directors or by the Chairperson. In the event of absence or disability of the Chairperson, the Vice Chairperson shall succeed to his/her power and duties. the Vice Chairperson shall maintain a list of current members and receive and certify all applications for membership.

Section 6: Secretary

The Secretary shall be secretary of the meetings of the Board of Directors and shall record all proceedings of the meetings in the appropriate minute book of the organization. He/She shall give proper notice of meetings to Directors. He/She shall sign and execute such documents as may be necessary to the transaction of business by the Association. He/She shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the Chairperson.

Section 7: Treasurer

The Treasurer shall cause to be kept accurate accounts of all moneys of the organization received or disbursed and shall render to the Board of Directors or the Chairperson, whenever required, an account of the financial condition of the Association and shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the Chairperson. He/She shall be responsible for supervising the receipt, deposit and disbursement of the funds of the Association in accordance with the policies established by the Board of Directors.

Section 8: Responsibilities

No Officer shall in any way bind the organization to do or not to do any certain things unless expressly ratified or approved by the Board of Directors.

ARTICLE IX: COMMITTEES

The Board of Directors may appoint by resolution such other committees and delegate to these committees such powers and responsibilities as it may from time to time deem appropriate. Any member of the organization is eligible to serve on and participate in these committees. All actions taken by a committee shall be forwarded to the Board which shall have the right to alter, accept, or reject these actions. At the time that a committee is formed, the Board will identify the committee as either standing or temporary and shall identify the major purpose, term and tasks of that committee in writing. The Executive Committee and the Finance Committee shall be standing committees.

ARTICLE X: STAFF

The Board of Directors shall have the power to employ and dismiss the staff persons that it deems necessary and prudent to run the day-to-day operations of the organization. At such time that the Board should create a position it shall also prepare a description of the major duties and responsibilities associated with that position. All employees shall be paid in a manner to be determined by the Board. No employee shall have the power to act on behalf of the Board unless expressly authorized by the Board to do so.

ARTICLE XI: SEAL, BOOKS AND RECORDS,

AUDIT, FISCAL YEAR, OFFICES

Section 1: Seal

There will be no corporate seal.

Section 2: Books and Records

The Board shall keep or cause to be kept complete books of account and minutes of meetings of the Board of Directors and all committees, including a current copy of the By-Laws, and such additional records and books of account as the Board deems necessary for the conduct of the activities of the organization. A chronicle of all media publications relating to the DMRA, Inc. and any items that may be of historical value shall also be maintained. These records shall be kept in the principal office located in the Downtown Neighborhood of the City of Minneapolis and will be open to inspection.

Section 3: Fiscal Year

The fiscal year for the Association shall be from January to December.

Section 4: Principal Office

The principal office of the organization shall be located in the Downtown Neighborhood of the City of Minneapolis, Minnesota.

ARTICLE XII: CONTRACTS, LOANS, CHECKS, DEPOSITS

Section 1: Contracts

The Board of Directors may authorize any Officer(s) or agent(s) to enter into any contract or execute and deliver any instruments in the name of and on behalf of the DMRA, Inc., and such authority may be general or confined to specific instances.

Section 2: Loans

No loans shall be contracted on behalf of the DMRA, Inc. and no evidence of indebtedness shall be issued in its name unless authorized by a resolution adopted by a two-thirds (2/3) majority vote of the Board.

Section 3: Checks and Drafts

All checks, drafts or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the DMRA, Inc. shall be signed by such Officer or Officers, agent or agents of the organization, and in such a manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4: Deposits

All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the DMRA, Inc. in such banks, trust companies, other depositories or investments as the Board of Directors may select.

ARTICLE XIII: INDEMNIFICATION

The organization, acting through its Board of Directors, or as otherwise provided in these By-Laws, shall as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law, indemnify each Officer and Director of the organization against the expense of any action to which he/she was or is a party or is threatened to be made a party thereof by reason of the fact that he/she is or was an Officer or Director of the organization. Any provision in these By-Laws which would prevent such indemnification to the full extent permitted by law as it may from time to time be expanded by statute, decision of court or otherwise, shall be deemed amended to conform to such expanded right of indemnification without formal action by the Board of Directors.

ARTICLE XIV: AFFIRMATIVE ACTION

No person shall be discriminated against by this organization in its hiring policies, delivery of services, or other business on the basis of race, color, creed, religion, ancestry, national origin, sex, affectional preference, disability, age, marital status, source of income, or criminal record where the offense is not validly related to the job, services or Association business. Affirmative action is not mere passive non-discrimination. It is action, including procedures, methods and practices which will equalize opportunities relating to all means of participation in this organization's activities for members, staff and other community residents. This organization encourages people and other organizations to make recommendations about how this organization can act affirmatively to increase participation in the activities of the organization.

ARTICLE XV: CONFLICT OF INTEREST

A member who receives any direct or indirect financial benefit from, or serves on the Board of Directors of any organization, project or development that is being considered by the DMRA, Inc., or by any of the organization's task forces or committees, its Board of Directors, or membership, must declare that affiliation and shall abstain from voting on any related issues. A conflict of interest shall be deemed to exist if that person is a member of the same immediate family (spouse, son, daughter, father, mother, brother or sister) of the beneficiary of any action of the DMRA, Inc.

ARTICLE XVI: COMPLAINTS

Any complaint against the DMRA, Inc., or any of its activities, shall be made in writing and directed to a meeting of the Board of Directors, which shall respond in writing within five (5) business days of their meeting.

ARTICLE XVII: AMENDMENTS TO BY-LAWS

Section 1: Amendment by Membership

These By-Laws may be amended by the members of the organization as follows: (A) The Board of Directors may propose an amendment to the By-Laws by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of members; or (B) Any five (5) members may set forth a proposed amendment by petition by them subscribed, which petition shall be filed with the Secretary of the Association. Notice of the meeting of the members stating the purpose including the proposed amendment shall be given to each member entitled to vote on the proposed amendment, and to each Officer and Director regardless of his/her voting rights. Notice of 14 days shall be given prior to vote on the proposed amendment. If notice required by this clause has been given and quorum present, the proposed amendment may be adopted at any meeting of the members by a two-thirds (2/3) vote of those present and voting.

Section 2: Amendment by the Board of Directors

The By-Laws maybe amended by the Board of Directors of the Association as follows:

(A) The members of the Association may, by a majority vote of the members voting at a meeting duly called for the purpose, authorize the Board of Directors, subject to clause (c), to exercise from time to time, the power of amendment of these By-Laws in the manner prescribed in clause (b).

(B) When the members have authorized the Board of Directors under clause (a) to amend these By-Laws, the Board of Directors, by a two-thirds (2/3) vote of the Directors who are present and entitled to vote on the proposed amendment, may amend the By-Laws at any meeting of the Board. Notice of the meeting and of the proposed amendment shall be given five (14) days in advance of such meeting.

(C) The members, by a majority vote of the members present and voting at a meeting duly called for the purpose, may prospectively revoke the authority of the Board to exercise the power of the members to amend these By-Laws.