092899 PK & City Park Fdtn Mtg• The Shorewood City Park Foundation Members have
been invited to meet with the Shorewood Park
Commission
Tuesday, September 28, 1999 at 7:30 p.m.
in the Council Chambers
5755 Country Club Road
Shorewood, Minnesota
The purpose of this meeting is to discuss the role of identifying and
obtaining funds for the new building and future park amenities.
'4
CITY OF
SHOREWOOD
5755 COUNTRY CLUB ROAD • SHOREWOOD, MINNESOTA 55331 -8927 • (612) 474 -3236
FAX (612) 474 -0128 • www.state.net/shorewood • cityhalI @Shorewood.state.net
September 16, 1999
Dear Park Foundation Member:
On behalf of the Park Commission, your presence is requested at a joint meeting between the
Shorewood Park Commission and the Park Foundation on September 28, 1999 at 7:30 to be held
at Shorewood City Hall. We will update you on the status of the park operating and Capital
Improvement Program budgets, share ideas, and set goals for Park Foundation fundraising.
As you recall, the purpose of the Park Foundation is to promote the continued development of
Shorewood's parks. Recently, the City Council has approved some very exciting projects for our
city: a multi - purpose building at Freeman Park, the first segments of a trail system to be built in
the Covington -Vine Hill neighborhood, and a partnership with other cities to build a skate park.
These are wonderful amenities to the city, but will unfortunately deplete the budget of the Park
Capital Improvement Fund. Therefore, we are asking the Park Foundation to begin fulfilling their
• commitment.
The meeting will focus on:
The purpose of the Park Foundation
An overview of the cost history and financial future for maintenance, operation and
improvements to our parks and trails
* Discussion of options for financing future park improvements
* Setting goals for the Park Foundation to raise funds.
Enclosed are "Options for Financing Park Improvements." These options were developed
recently in a brainstorming session by the Park Commission. It will be our goal to discuss these
concepts with the Park Foundation, and solicit additional ideas from you. In addition, we hope to
obtain a commitment from the Park Foundation on concepts that they will begin implementing.
We look forward to meeting with you on the 28`".
The Park Commission
Attachment
�� PRINTED ON RECYCLED PAPER
r
r
0 Options for Financing Park Improvements
1. Foundation Fundraising
Pros
Cons
• Community building
• Needs project leader
• Tax advantages
• May not apply to on -going
• Non - taxable
maintenance
No tax -payer opposition
Points
• Mostly project specific
2. User Fees — Sports Organizations — Tournament Fees
Pros
Cons
• Established users are in place
• May not pay — voluntary
• Steady income potential
• Could reduce sports organizations'
• Philosophy of "user pays"
voluntary improvements
• Doesn't take into account their other
•
donated efforts
• Hard to be fair
• Higher expectations?
• Improvements may not benefit the
Points
• Project specific and park specific
• Needs to be designated by Council for the Park Fund
• Chase for tournaments
3. Concession -Sales & Rental
Pros Cons
• Sustainable source of revenue • Need to manage it
• Amenity to park • Sustainable source, but not steady or
• Makes the park a destination consistent (business risk)
Points
• • What is th profit marg in?
r-
r .
4. Parking Fees at Freeman Park
Pros
• Raises substantial amount of
money
• Possible towing fee percentage
• Has potential to be the most fair
• Could help solve parking problems •
Cons
Costs money to manage
Unkind and unfriendly
Has potential for backlash from the
community
Neighborhood impact
Enforcement is a nmhh -m
Points
• Consider raising tournament fee instead
• Charge during peak times (l imit fees to certain hours
5. Tower (PCS) Revenue
Pros Cons
• Revenue from any tower on park T e Neighborhood concerns
property should go to park fund Aesthetics
• Very viable and lucrative
Points
• Consider tower for wayside rest area at Old Market Road and Highway 7
• Need to ask for nece ssary ordinance chances
6. Transfer Fees
Pros
• Sustainable and lucrative
Cons
• Requires legislative approval
• Needs administration
Points
(None)
7. Park Dedication. Fees
Pros Cons
• Already in place •
Points
(None)
•
•
8. Grants
Pros
• Funds are available
• No objection from tax payer
Cons
• Grant- writing / Administration cost
• Project specific
• Could be strings attached
• Unpredictable
Points
(None)
u
9. Private Donations (including land)
Pros Cons
• Non -tax payer money • Might be project specific or have
• Provides tax deduction for donator strings attached
• Need solicitor, leader or group
• Could end up with "white elephant"
Points
(None)
10. Corporate. Sponsorship and Advertising
Pros
Cons
• Potential exists
• Could be strings attached
• Not tax money
• Possible public opposition
• Potentially unsightly
• Needs leadership
Points
(None)
11. Genera C ity Fun
Pros
• Justifiable expenditure of tax
dollars for a valued amenity
Cons
• Up to City Council discretion
Points
• (None)
12. Liquor Store Profits
Pros
• Positive contributions for liquor
operations
Cons
• No profit at present time
• Public perception ( "sin tax ")
Points
(None)
13. Allow Liquor Permits for Events (like the Southshore Center)
Pros Cons
• Can specify conditions • May have negative public
• Source is specific to-user perception
• Requires ordinance change
Points
(None)
14. Lawful Gaming
Pros Cons
• Potential for substantial income • May have negative public
• Partnership building perception (sin tax)
• New found source • Limited to one site (Legion)
Points
• Legion already contributes to community
• Could approach Southshore Center
15. Vending Machines
Pros Cons
• Could be built into concession • Vandalism potential _
building for security . May impact city staff
• Open beyond concession stand
hours
• Potential is there. Only work is to
draw a contract
• Potentially low administrative cost
• Could be at multiple locations
Points
f • Vending machine company de als with complaints and maintenance
•
•
• 16. Park Event and Shelter Rentals
Pros
• Good public relations for parks
• Facilities are in demand
Cons
• Need leader and champion
• Staff time required
• Needs coordination
• Heavv use of parks
Points I
• Freeman Park could be a great location for a corporate event
17. Youth Programming
Pros Cons
• Amenity and service to Need part time director
community
Points
None
L�
2. Project Schedule -Parks
Revised 9116199
1999 1 2000 1 2001 1 2002 1 2003 1 2004 1
u
Freeman Park
a
Park Building
$ 200,000
b
Sanitary Sewer
$ 50,000
c
Foul Ball Netting Feld 2
$ 4,500
h
Road wa /Parking
$ 128,000
Free/Skating Area
$ 30,000
Badger Park
d
Ovedav Tennis Courts
$ 4,500
Cathcart Park
d
Overlay Court
$ 3,500
Purchase Temp Warming House
$ 5,000
e
Warming House
1
$ 36,000
Silverwood Park/Manor Park
d
Overlav Court
$ 4 ,000
f
Magic Square
$ 5,000
Other
Bleacher Improvements
$ 5,000
$ 5,000
$ 5,000
$ 5,000
$ 5,000
Skate Park
$ 7,000
TOTAL EXPENSES
$ 14,0001$
395,000
$ 38,500
$ 5,000
$ 9,000
$ 41,000
u
3. Funding Summary -Parks
Revised 9116199
* Funds are needed from outside sources such as the Park Foundation and its member organizations.
(1) In 1999 dollars.
•
1999
2000
2001
2002
2003
2004
Beg inning Cash Bal 1 /1/
$
182,000
$
213,000
$
2,000
$
1,650
$
-
$
29,940
Park Dedication Fees
$
37,000
$
15,000
$
15,000
$
15,000
$
15,000
$
15,000
General Fund Contribution
$
-
$
10,000
$
10,0001$
10,000
$
10,000
$
10,000
Donations
$
-
$
10,000
$
-
$
-
$
-
$
-
Iternative Revenue Sources*
$
-
$
10,000
$
10,000
$
10,000
$
10,000
$
10,000
Concession Revenue
$
-
$
-
$
3,000
$
3,000
$
3,000
$
3,000
Internal Borrowing (G
$
-
$
35,000
$
-
$
-
$
-
$
-
Payback G
$
-
$
-
$
-
$
35,000
$
-
$
-
Sewer Fund Transer
$
50,000
MN/Dot Funds
$
50,000
Sports Or - Maint 1
$
12,000
$
12,000
$
12,000
$
12,000
$
12,000
$
12,000
Sports Orq To General Fund
$
12,000
$
12,000
$
12,000
$
12,000
$
12,000
$
12,000
Interest Income
$
8,000
$
4,000
$
150
$
350
$
940
$
1,014
al Outla Projects
$
14,000
$
395,000
$
38,500
$
5,000
$
9,000
$
41,000
EEnd� Cash Balance 12/31
$
213,000
$
2,000
$
1,650
$
-
$
29,940
$
27,954
* Funds are needed from outside sources such as the Park Foundation and its member organizations.
(1) In 1999 dollars.
•
c
Shorewood Park Foundation
vr.w. w�'r >M7q•.vli'ns�'tllrtnt9"rw•. M'F�•!?r/sARb.GMa..; r.rse , .. P w . -., ,• � a �.;..:r� � ,., ,., y Y �•I;rp•c .•: 6�•«M'.vMr•.n�Itwrq!r +n+!wa±AA
A Minnesota Non - profit
Corporation
organized under Section 501(c)(3) of the
Internal Revenue Code.
Established in 1994.
9/99 .
Purpose of the Corporation:
(Bylaws - Article II)
A '& 3i " b ;R<.�R'W&
1. Provide more and better park and
recreational facilities (both organized
and unorganized).
9/99
X30•
c
2. Encourage donations to
Shorewood's parks (utilizing tax free
and tax exempt status).
[. ?F�il�'mr{ "1
71 "e 'l.s� M
d f. ,". M. +',cEtS"�t rF n.�L ro .
MWT' 1 `SlT41R.T'.\'C'RM�IP..IJ.tk�!�. .�.TT91f�{Y�.1ITC9 •MS� 1l. �R�t4!�Nf L'a"R'W�:r.�• !q•Ye..'. �....... g :.". ':. . . 5 :.: •) .
e•R:ti �*^+nT ",j I0.; aTn.! wr!" 1%' 76T' 1R! 1l SYP7�Rf19i :TtTk'1!A'1•I >nl'ICVtfYlR
9/99
3. Cooperation and coordination of
human resources (the City, sports
organizations, civic groups, individuals)
to:
".n^`+.n'R^i•'. ^•na,e . ro.w nravnnv. __ s.. cm�s• asra�pF+ E' a�td9tiWtTA ''�'x`n'CY#:';'if'isS9
9"! r7' 7' a' P" tRf{! TrNaar ,Lp,R'RA,PAae,�yT4Y't.'T+}F�'( 4TYra']y ry..+
. � •.•a• r rs,,..:rr.rn + as ; ;m.e ..
*work together on common goals
`park planning
*raise funds
*better utilize available space
*improve communications and understanding
*serve as program or project coordinator
•provide for an organized means to review, prioritize,
recommend, and undertake park improvement projects
9/99
J
4. Provide a framework for pooling
of funds to operate and improve
Shorewood's park facilities which
reduces the use of property tax dollars:
tVM ix� f
r vvny< nnw�'+ ��+ nnYAtn+ nR•.! �rtR�^t" M' tN:+ s�imw^. i' n' Iif** r'! �a9BU. C X'Y:tnm.+'.: ^.`M1�:'��;•r+.'MSl. tv.r�en.p 5 .... n:' <• ••�� ..•�..�..> :.. . :.... .,..- .<.. � r. �np« 7?+ R' 4�! RRUC !'9t'+►f'30'!AV'v':1N1'.M1""�'I mr A .v
•Raising a portion of the cost of maintaining
Shorewood parks.
*Raising funds for planned capital
improvements.
*Assisting in applications for and providing
matching and in -kind contributions for g rant
purposes.
9/99
,-
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I S ly
�.
�i 'sn .� } ` 2 U s' ,�rk� ` �p t _
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omm � a 1�1�01
MENEM
Cost Estimate for Maintaining Facilities for Or g i anized Sports
�
in Shorewood Parks in Average Year
1. Base Costs:
(Costs associated with providing recreation space for the general public)
*Mowing
*Weed Control
*Trash Pickup
*Aeration
*Park Equipment (amortized)
*General Turf Care
9/99
2. Above Base Costs:
(Costs associated with providing maintenance for organized sports)
*Dragging / Grooming Ballfields
*Equipment Specific to Ballfields
*Materials
eFencing & Fence Repairs
*MCES Scheduling Service
w�is�: rxa�e� .Yrsrnu�ataun��rr,.�srwsw„u� M „�.,,se.�cw�€ , �;-a .. � t,: e': .. .,,,.;:, >.,. �assrm= ��+ r•a�cestaera�.az�YinAaa+sowr�x°
3. Irrigation Costs
9/99
Field Sports:
Base
Costs
$28,758
Above
.Base
Costs
$17,623 $9,574
Irrigation
Costs
Cost estimate for maintaining ice for free
skating, open hockey and organized hockey:
Y
Total
Costs
$55
..
0
9/99
L
BYLAWS Ammended
April 27, 1995
• OF
THE SHOREWOOD PARK FOUNDATION
ARTICLE I.
Offices & Seal
Section 1.0l. Reaistered and Principal offices. The Shorewood Parks Foundation (the
"Corporation ") shall have and continuously maintain in the State of Minnesota a
registered office, which shall be located at the Shorewood City Hall, 5755 Country
Club Road, Minnesota.
Section 1.02. Corporate Seal. The Corporation shall have no corporate seal.
ARTICLE II.
Purposes of the Corporation
Consistent with the Articles of Incorporation of the Foundation, the Corporation shall
. be organized exclusively for charitable, educational or scientific purposes within the
meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 as it now exists or
as hereafter amended (the "Code "). Consistent with the foregoing, the Corporation
shall establish and maintain programs to promote the preservation, protection,
improvement, establishment and enlargement of parks, trails, bikeways and open space
generally for the benefit of the residents of the City of Shorewood. This shall
include, but not be limited to:
Section 2.01. Park Improvements. Providing more and better facilities at Shorewood's
parks for organized sports activities and for unorganized recreational activities, all
of which shall be calculated to:
A. Add to the general quality of life for the entire Shorewood community;
B. Allow for more residents and civic organizations to participate in
recreational activities;
C. Provide an opportunity to encourage donations to Shorewood's parks.
Section 2.02. Cooperation and Coordination of Human Resources. Providing a framework
for the pooling of human resources to support, operate, and improve Shorewood's park
• facilities, which shall be calculated to:
y► , r
A. Serve as a vehicle for sports organizations, civic groups, and individuals
to cooperatively: •
1. Identify common goals and work together to realize them;
2. Provide meaningful and joint park planning;
3. Develop creative ideas to better utilize available space, raise funds,
and expand recreational activities cost effectively;
4. Improve communication and understanding; and
B. Serve as the program or specific project coordinator with the approval of
the Shorewood City Council.
Section 2.03. Coordination of Financial Resources. Providing the framework for the
pooling of funds to support, operate and improve Shorewood's park facilities
expeditiously, by:
A. Reducing the use of property tax dollars for park related expenditures;
B. Raising
and disbursing
funds for:
•
1. A
portion of the
cost of maintaining Shorewood Parks;
2. Park Capital Improvement projects as listed in the City of Shorewood's
five year Parks Capital Improvement Program;
3. Park improvement projects in the long range Parks Capital Improvement
Plan, which extends beyond 5 years;
C. Working with the City to apply for and provide matching and in -kind
contributions for various recreational grants.
Section 2.04. Coordination of Improvement Proiects. Providing for an organized means
to review, prioritize, recommend, and undertake park improvement projects.
ARTICLE III.
Proiect Proposals
0
a
Section 3.01. Process. All park improvement project proposals must be submitted to
the City of Shorewood Park Commission, which shall review proposals and submit
• recommendations to the Shorewood City Council, which must approve such proposals
before the project can be implemented. Such proposals shall be categorized as
follows:
A. For inclusion in the Park Capital Improvement Program;
B. For inclusion in the long range plan (beyond 5 years);
C. As a separate proposal from an organization or individual which has an
identifiable funding source which is not inconsistent with park physical or
financial plans, and which merits consideration.
ARTICLE IV.
Directors & Meetings
Section 4.01. Members. The Corporation shall have no members, except as determined by
the Board of Directors.
Section 4.03. Property. No director shall have any right, title, or interest in or
to the property of the Corporation.
Section 4.04. Number. The number of directors at the time of incorporation shall be
as provided in by the Articles of Incorporation. Thereafter the number of directors
may be increased or decreased to any odd number not less than 15, nor more than 21, by
vote of the Shorewood City Council. The directors shall be appointed as follows:
A. Five (5) directors shall be representatives from sports organizations which
regularly and consistently use the Shorewood park facilities;
B. Four (4) directors shall be representatives from area civic organizations
which support Shorewood's parks;
C. Two (2) directors shall be members of the Shorewood Park Commission;
D. One (1) director shall be a representative of the Minnetonka School District
Community Services, who shall be appointed after consulting with the Community
• Services Board;
Section
4.02. General
Powers.
The property, affairs and business of the Corporation
•
shall be
managed by the
Board of
Directors.
Section 4.03. Property. No director shall have any right, title, or interest in or
to the property of the Corporation.
Section 4.04. Number. The number of directors at the time of incorporation shall be
as provided in by the Articles of Incorporation. Thereafter the number of directors
may be increased or decreased to any odd number not less than 15, nor more than 21, by
vote of the Shorewood City Council. The directors shall be appointed as follows:
A. Five (5) directors shall be representatives from sports organizations which
regularly and consistently use the Shorewood park facilities;
B. Four (4) directors shall be representatives from area civic organizations
which support Shorewood's parks;
C. Two (2) directors shall be members of the Shorewood Park Commission;
D. One (1) director shall be a representative of the Minnetonka School District
Community Services, who shall be appointed after consulting with the Community
• Services Board;
F2
E. Three (3) directors shall be reserved for Shorewood residents who may or may
not be included in any of the foregoing categories. •
In addition to the foregoing directors, one (1) member of the Shorewood City Council
and the Shorewood City Administrator shall be ex officio directors having all rights
and privileges of said position except that they cannot vote.
The number of directors from any one of the representative groups listed above in
Paragraphs 4.04 A -D (whether appointed pursuant to Paragraphs 4.04 A -D or Paragraph
4.04 E) shall not exceed 33% of the total number of directors.
Section 4.05. Oualifications. Directors shall be residents of Minnesota. Persons whc
would be described in Section 4946 (a) (1) (A) or (C) through (G) of the Code, if the
Corporation were a "private foundation" as defined in Section 509(a) of the Code,
shall never constitute more than one -third of the directors of the Corporation; and
such persons, together with representatives of banks or trust companies which serve as
directors, investment advisors, custodians, or agents for or with respect to fund of
or held for the benefit of the Corporation, shall never constitute more than one -half
of the directors of the Corporation.
Section 4.06. ADvointment. All directors shall be appointed by the Shorewood City
Council. If the Board of Directors is enlarged, the additional directors will be
appointed by the Shorewood City Council. 0
Section 4.07. Terms of Office. Each director shall be appointed for three years or
until his or her successor shall have been appointed, except the initial terms of
initial directors shall be staggered so no more than one -third of the directors or
closest fraction thereof will end their terms in the same year. This ratio shall be
maintained if the Board of Directors is expanded beyond fifteen (15). Three
consecutive terms (9 years) is the maximum appointment period; however, such
limitation shall not apply to assignments on various and sundry advisory committees as
may be established by the Board of Directors.
Section 4.08. Organization. At each meeting of the Board of Directors, the President
of the Corporation or, in his or her absence, an acting Chairperson chosen by a
majority of the directors present, shall preside. The Secretary of the Corporation or,
in his or her absence, any person whom the Chairperson shall appoint, shall act as
Secretary of the meeting.
Section 4.09. Resignation. Any director of the Corporation may resign at any time by
giving written notice to the President or to the Secretary of the Corporation. The
resignation of any director shall take effect at the time specified therein; and, •
..
unless otherwise stated therein, the acceptance of such resignation shall not be
necessary to make it effective.
•
Section 4.10. vacancies. The organizations or person represented by a director may
make a recommendation to the Shorewood City Council regarding any vacancy in the Board
of Directors caused by a resignation, disqualification, removal, or any other cause.
The director appointed by the Shorewood City Council to fill the vacancy shall hold
office for the remaining term of that directorship and until his or her successor
shall be. duly elected and qualified, unless sooner vacated.
Section 4.11. Removal of Directors. Any director may be removed, either with or
without cause, at any time, by the Shorewood City Council. The vacancy in the Board of
Directors caused by any such removal shall be filled in the manner specified in
Section 4.10 hereof.
Section 4.12. Annual Meeting. The January meeting will be the Annual meeting. On the
same day, the Board of Directors shall meet, at the place where such annual selection
and election of directors is held, or at such other place within the State of
Minnesota as may be designated by the Board of Directors, for the purposes of electing
officers of the Corporation and for the transaction of such other business as shall
come before the meeting. Notice of such meeting need not be given if it is held at the
place where the annual election of directors is held, but if such annual meeting of
• the directors is to be held at any other place, such other place shall be specified in
a notice given as hereinafter provided for special meetings of the Board of Directors
or in a consent and waiver of notice thereof signed by all the directors.
Section 4.13. Regular Meetings. Regular meetings of the Board of Directors shall be
held from time to time at such time and place within the State of Minnesota as the
Board may determine by resolution adopted by a majority of the whole Board of
Directors, and, in the absence of such designation, shall be held at the registered
office of the Corporation in the State of Minnesota.
Section 4.14. Substitute Directors. A director may appoint a substitute to attend
specified meetings of the Board of Directors in the director's absence. Said
substitute shall have all of the rights of the director at such meetings, but only
after announcing his or her presence and for which director he or she is acting as a
substitute.
Section 4.15. Notice of Meetings. Except as otherwise provided by statute and in
these Bylaws, written notice of each meeting of the directors, whether annual or
regular shall be given not less than five (5) nor more than thirty (30) days before
the day on which the meeting is to be held, to each director by mailing such notice to
• his or her post office address as shown on the books of the Corporation. Notice of
.P
any meeting of directors shall not be required to be given to any member who is in
attendance when such called meeting is held. Notice of any adjourned meeting of the •
directors shall not be required to be given, except where expressly required by law.
Section 4.16. Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by the President or by two or more of the directors. Notice of
such special meeting shall be mailed to each director, addressed to him or her at his
or her residence or usual place of business, at least two (2) days before the day on
which the meeting is to be held, or to be delivered personally or by telephone, not
later than one (1) day before the day on which the meeting is to be held. Each such
notice shall state the time and place of the meeting, but need not state the purposes
thereof except as otherwise expressly provided. Notice of any meeting of the Board of
Directors need not be given to any director who shall be present at such meeting; and
the meeting of the Board shall be a legal meeting without any notice thereof having
been given if all the directors of the Corporation then in office shall be present
thereat to waive such notice in writing before, at, or after said meeting.
Section 4.17. Emergency Meeting. In the event of an emergency in which the written
notice for annual, regular, or special meeting cannot be honored, reasonable attempts
shall be made (and documented) to contact directors by phone and explain the emergency
nature of business to be transacted. The first order of business at the meeting itself
shall be action on a resolution declaring the need for an emergency meeting. If
approved by roll call vote of two- thirds of the full membership, the meeting may •
proceed.
Section 4.18. puorum. At each meeting of the directors, the presence of 33% of the
officially appointed Board of Directors as a whole shall constitute a quorum for the
transaction of business, except where a greater number may be required by statute. In
the absence of a quorum a majority of the directors present in person shall have the
power to adjourn the meeting from time to time until the required number of directors
shall be present. At any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
originally called.
Section 4.19. Voting. At each meeting of directors, each director present in person
shall be entitled to one vote on each matter to be voted upon at the meeting. At all
meetings of the directors, all matters (except in special cases where other provisions
may be made by statute) shall be decided by a majority of votes cast by the directors
present in person, a quorum being present.
Section 4.20. Proxies. Proxies shall not be allowed or used.
Section 4.21. Public Notice and Attendance. Attendance by the public at meetings of
• the Board of Directors generally shall be encouraged. In the sole discretion of the
Board of Directors, notice of any annual, regular, or special meeting may be given to
the public, and the public may be invited to attend all or any portion of any such
meeting, as the Board of Directors may designate.
ARTICLE V.
Officers
Section 5.01. Number. The officers of the Corporation shall be a President, a
Secretary, a Treasurer, and, if the Board shall so elect, one (1) or more Vice
Presidents and such other officers as may be appointed by the Board of Directors. Any
two (2) or more offices, except those of President and Vice President, may be held by
the same person.
Section 5.02. Election Term of Office and Qualifications. All officers shall be
elected annually by the Board of Directors, and each shall hold office until the next
annual election of officers and until his or her successor shall have been duly
elected and qualified, or until his or her death, or until he or she shall resign, or
until he or she shall have been removed in the manner hereinafter provided. All
officers shall be directors; any director who resigns or is removed from his or her
• directorship shall be deemed to resign or be removed from any office he or she holds.
Section 5.03. Resianations. Any officer may resign at any time by giving written
notice of his or her resignation to the Board of Directors, to the President or to the
Secretary of the Corporation. Any such resignation shall take effect at the time
specified therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5.04. Removal. Any officer may be removed, either with or without cause, by a
vote of the Board of Directors at a meeting called for the purpose (and such purpose
shall be stated in the notice or waiver of notice of such meeting unless all the
directors of the Corporation shall be present thereat) or any time by a vote of the
Shorewood City Council.
Section 5.05. Vacancies. A vacancy in any office because of death, resignation,
removal or any other cause shall be filled by the unexpired portion of the term in the
manner prescribed in these Bylaws for election or appointment to such office.
Section 5.06.
President. The
President shall be the chief executive officer of the
Corporation
and shall have
general active management of the business of the
Corporation.
He or she shall,
when present, preside at all meetings of the directors.
He or she shall see that all orders and resolutions of the Board of Directors are
carried into effect. He or she may execute and deliver in the name of the Corporation
any deeds, mortgages, bonds, contracts or other instruments pertaining to the business •
of the Corporation, including, without limitation, any instruments necessary or
appropriate to enable the Corporation to donate income or principal of the Corporation
to or for the account of such organizations, causes, and projects described in the
Articles of Incorporation of the Corporation as the Corporation was organized to
support, and in general, shall perform all duties usually incident to the office of
the President. He or she shall appoint working committees and shall be an ex officio
member of all committees. Such power shall include the power to appoint an Executive
Committee and Advisory Committee which shall have those authorities delegated to them
by the Board of Directors. He or she shall have such other duties as may from time to
time be prescribed by the Board of Directors.
Section 5.07. Vice President. Each Vice President, if any shall be elected by the
Board of Directors, shall have such powers and shall perform such duties as may be
specified in the Bylaws or prescribed by the Board of Directors or President. In the
event of absence or disability of the President, Vice Presidents shall succeed to his
or her power and duties in the order designated by the Board of Directors.
Section 5.08. Secretary. The Secretary shall be Secretary of, and when present, shall
record proceedings of meetings of the members and Board of Directors. He or she shall
when directed to do so, give proper notice of meetings of directors. He or she shall •
perform such other duties as may from time to time be prescribed by the Board of
Directors or by the President and, in general, shall perform all duties incident to
the office of Secretary.
Section 5.09. Treasurer. The Treasurer shall keep accurate accounts of all moneys the
Corporation received or disbursed. He or she shall deposit all moneys, drafts and
checks in the name of, and to the credit of, the Corporation in such banks and
depositories as a majority of the whole Board of Directors shall from time to time
designate. He or she shall have power to endorse for deposit all notes, checks and
drafts received by the Corporation. He or she shall disburse the funds of the
Corporation as ordered by the Board of Directors, making proper vouchers therefor. He
or she shall render a full account of all his or her transactions as Treasurer and the
financial condition of the Corporation frequently, at least on a quarterly basis, and
more often if so required by the President, Board of Directors or the City of
Shorewood Finance Director; and shall perform such other duties as may from time to
time be prescribed by the Board of Directors or by the President, and, in general,
shall perform all duties incident to the office of the Treasurer.
Section 5.10. Other Officers. The Corporation may have such other officers and agents
as maybe deemed necessary by the Board of Directors, who shall be appointed in such
manner, have such duties and hold their offices for such terms as may be determined by
resolution of the Board of Directors.
•
ARTICLE VI.
Committees
Section 6.01. Committees. The Board of Directors shall have authority by resolution
to establish committees with size, duration, duties, and responsibilities as are
granted to them from time to time by the Board of Directors. The President shall have
authority to appoint members to the committees, designate the chairperson, or delegate
the chairperson selection to the committee itself. The President shall be a member of
all committees. Members of committees need not be members of the Board of Directors;
however, in every case, no less than one member of the Board of Directors shall be
appointed to every committee.
Section 6.02. Advisory Committee. There may be an Advisory Committee which shall
consist of not less than three members of the Board of Directors. Additional
appointees who are not members of the Board of Directors may number up to twenty five
(25). If members are appointed thereto, the Advisory Committee shall meet not less
than once a year and advise the Board of Directors on matters pertaining to the
Corporation and assist with communication and fund raising efforts to individuals and
• groups who can help advance the purposes of the Corporation.
Section 6.03. Quorum. A majority of a committee shall constitute a quorum and the act
of a majority of the members present at a meeting at which a quorum is present shall
be the act of the committee.
ARTICLE VII.
Fiscal Agents
Section 7.01. The Corporation may designate such fiscal agents, investment advisors,
and custodians as the Board of Directors from time to time deems appropriate. The
Board of Directors may at any time, with or without cause, discontinue the use of the
services of any such fiscal agent, investment advisor, or custodian and shall
discontinue the use of the services of any such fiscal agent, investment advisor, or
custodian for breach of fiduciary duty under Minnesota law or for failure to produce a
reasonable (as determined by the Board of Directors) return of net income (within the
meaning of 10.10 hereof) over a reasonable period of time (as determined from time to
time by the Board of Directors).
• ARTICLE VIII.
Fiduciary Responsibility •
Section 8.01. The Board of Directors shall assume and discharge fiduciary
responsibility with respect to all assets held or administered by the Corporation.
ARTICLE IX.
Basic Funds and Accounts
Section 9.01. Fund Designations: The Board of Directors will establish four basic
funds, each having distinct identity for fund raising, accounting, and investment
purposes:
A. Undesignated Fund - No Restrictions on Principal and Interest:
Contributions in this fund may be used for any purpose thought suitable,
consistent with the purpose of the Corporation, by the Board of Directors.
Distributions may include both principal and any accumulated interest.
B. Designated Fund Having Special Rotating Accounts - No Restrictions on
Principal and Interest: The Board of Directors may establish special accounts
within the Designated Fund. The contributor may select any one of the identified
special accounts into which his, her or its donation will be placed. Both i
principal and accumulated interest will be used by the Board of Directors to
carry out the purposes of the special account.
C. Designated Fund Having Permanent Accounts - Restrictions on Principal But Not
on Interest: The Board of Directors may establish broad, permanent accounts
within the Designated Fund for permanent accounts. A contributor may select any
one of the identified permanent accounts into which his, her or its donation
will placed. The principal is invested. Only the interest is used to carry out
the purposes of the permanent account.
D. Individualized Fund: The Board of Directors may enter into a special written
agreement with a contributor wherein restrictions regarding an asset and use
thereof are identified and agreed to by Board action. The size of the donation
must be large enough to justify establishing a distinct account within the
Individualized Fund. Moreover, the purposes for which the Corporation was
established must be considered along with costs associated with fund
administration.
Section 9.02. Chart of Accounts. The Board of Directors will consult and coordinate
with City of Shorewood officials regarding special projects and needs which might be •
well served by the Corporation and what accounts within the four basic funds will best
serve these ends. The object is to accent maximum cooperative effort between the City
of Shorewood and the Corporation and minimize confusion, conflict, and /or costs
associated with fund use, accounting, and transfers.
Section 9.03. Security of Contributions. The Board of Directors shall be concerned
with both the return and the security of contributions. The latter of the two
objectives will be considered the most important.
Section. 9.04. Liquidity of Contributions. Negotiable instruments such as stocks and
bonds and unrestricted gifts of property will be converted into cash within a
reasonable length of time and be managed as cash assets. It is the intent that the
Corporation will hold a diversified portfolio for purposes of appreciation, but not
for speculation. A deviation from this provision may occur when the contributor makes
-- and the Board of Directors accepts -- a gift with restrictions regarding investment
options.
Section 9.05. Refusal to Accent Contribution. The Board of Directors may refuse to
accept a contribution for whatever reason. Nothing in these Bylaws shall be
interpreted to mean a gift or contribution must be accepted.
ARTICLE X.
Ia Distribution of Principal and Income and Related Matters
Section 10.01. Distributions. The Corporation shall make distributions on an annual
basis, or less or more often as determined by the Board of Directors for one or more
of the purposes for which the Corporation is organized, including administrative
expenses and amounts paid to acquire an asset used (or held for use) directly in
carrying out one or more of such purposes, in an aggregate amount of less than its
"adjusted net income" as defined in Section 4942(f) of the Code.
Section 10.02. Use of Owned Assets. The principal of any fund, title to which is
vested in the Corporation, may be distributed or used in such amounts and at such
times as the Corporation, acting through its Board of Directors, may deem advisable;
provided, however, that if the principal of any such fund is subject to any
restriction, condition, limitation, or trust that is inconsistent with the foregoing
distribution or use, nonetheless such fund shall be so distributed or used if, (1) in
the sole judgment of the Board of Directors, such restriction, condition, limitation,
or trust becomes unnecessary, incapable of fulfillment, or inconsistent with the
charitable needs of the Shorewood City Council, and (2) the Board of Directors either
modifies or eliminates such restriction, condition, limitation, or trust or institutes
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proceedings in a court of competent jurisdiction to effect such modification or
elimination. •
Section 10.03. Use of Other Assets. With the approval of not less than two - thirds of
the Board of Directors given at any annual or special meeting thereof, all or any part
of the principal of any trust fund, title to which is not vested in the Corporation
but disposition of which is discretionary with the Corporation, may be distributed or
used for any park or recreational purposes for which the Corporation is organized and
which has received the approval of a majority of the members of the Board of
Directors, provided that such distribution or use is not contrary to any restriction,
condition, limitation, or trust imposed with respect to such trust fund, and provided,
further, that not to exceed twenty percent of the entire amount of the principal of
such fund shall be disbursed in any one year, and provided, further, that certified
copies of the resolutions of the Board of Directors authorizing such distribution
shall be filed with the director of such fund at least ninety days prior to the
withdrawal of the first installment of principal from the hands of such director.
Section 10.04. No Self - Dealing. Neither the Corporation, its directors, officers, or
employees, shall engage in any act which would constitute "self - dealing ": as defined
in Section 4941(d) of the Code, if the corporation were a "private foundation" as
defined in Section 509(a) of the Code.
Section 10.05. Net Income. All funds of the Corporation shall, on an aggregate basis,
be invested to produce for each fiscal year an annual "adjusted net income" (as
defined in Section 4942(f) of the Code), of not less than two - thirds of what would be
the Corporation's "minimum investment return" (as defined in Section 4942(e) of the
Code), if the Corporation were a "private foundation ".
Section 10.06. Excess Business Holdings. The Corporation shall dispose of any
holdings which would constitute "excess business holdings" as defined in.Section
4943(c) of the Code, and as applied on a component -by- component basis as if each
component were a "private foundation ", except that components will be combined for
this purpose if such components would have been described in Section 4946(a) (1) (H)
of the Code.
Section 10.07. No Jeopardy Investments No funds, whether title thereto is vested in
the Corporation or is vested in a director of a trust for the benefit of the
Corporation, shall be invested or reinvested in such a manner as to jeopardize the
carrying out of any charitable or recreational purpose for which the Corporation is
organized.
Section 10.08. Expenditure Responsibility The Corporation, through its Board of
Directors, will exercise "expenditure responsibility ", as defined in Section 4945(h) •
(1) and (2) of the Code, with respect to all grants and contributions made by the
Corporation which would otherwise constitute a "taxable expenditure" as defined in
• Section 4945(d) (4) of the Code, if the corporation were a "private foundation ".
Section 10.09. Unrestricted Income. At least one -half of the total income derived by
the Corporation from the investment of gifts and bequests received by the Corporation
shall be unrestricted. For this purpose, any income which has been designated by the
donor of the gift or bequest to which such income is attributable as being available
only for the use or benefit of a broad park or recreational purpose for which the
Corporation is organized, will be treated as unrestricted; however, any income which
has been designated for the use or benefit of a particular class of recreational
activities, the members and attributes of which are readily ascertainable, will be
treated as restricted.
ARTICLE XI.
Books of Record, Audit, Fiscal Year, Bond, and Support Services
Section 11.01. . Books and Records. The Board of Directors of the Corporation shall
cause to be kept:
(1) records of all proceedings of members, directors, and committees; and
• (2) such other records and books of account as shall be necessa ry and
appropriate to the conduct of the corporate business.
Section 11.02. Documents Kept at Registered Office. The Board of Directors shall
cause to be kept at the registered office of the Corporation originals or copies of:
(1) records of all proceedings of members, directors, and committees;
(2) all financial statements of the Corporation; and
(3) Articles of Incorporation and Bylaws of the Corporation and all
amendments thereto and restatements thereof.
Section 11.03. Audit and Publication. The Board of Directors shall cause the records
and books of account of the Corporation to be audited at least once in each fiscal
year and at such other times as it may deem necessary or appropriate, and also shall
make such inquiry as the Board of Directors deems necessary or advisable into the
condition of all trusts and funds held by any director, agent, or custodian for the
benefit of the Corporation, and shall retain such person or firm for such purposes as
• it may deem appropriate. Not later than six months after the close of each fiscal year
of the Corporation, the Board of Directors of the Corporation shall furnish to the
Shorewood City Council, and otherwise make generally available to all residents served •
by the Corporation, copies of the Corporation's financial statements for its immediate
preceding fiscal year and may, if determined necessary or appropriate by the Board of
Directors, cause such financial statements to be published in such one or more
newspapers having general circulation and distribution within the City of Shorewood as
may from time to time be selected by the Board of Directors.
Section 11.04. Fiscal Year. The fiscal year of the Corporation shall end on December
31 of each year.
Section 11.05. Bond. A bond shall be required of all directors, officers and
employees of the Corporation who deposit or withdraw, or otherwise handle, the funds
of the Corporation. The bond shall be in such amount, on such terms and conditions,
and with such company or companies, as the Board of Directors shall determine.
Section 11.06. Support Services. When the Corporation needs support services, e.g.,
fiscal, secretarial, development, the City Administrator's office of the City of
Shorewood may provide the services to the Corporation. If it does so, it shall
receive full payment for costs thereof. In the event the Shorewood City Council
cannot, or chooses not to, provide said services, the Board of Directors may obtain
said services by other means.
ARTICLE XII.
waiver of Notice
Section 12.01. Notice Waiver. Whenever any notice whatsoever is required to be given
by these Bylaws or any of the corporate laws of the State of Minnesota, such notice
may be waived in writing, signed by the person or persons entitled to said notice,
whether before, at, or after the time stated therein, or before, at, or before the
meeting.
ARTICLE XIII.
Authorization Without a Meeting
Section 13.01. Authorization Without a Meeting Any action that may be taken at a
meeting of the Board of Directors may be taken without a meeting when authorized in
writing and signed by all the directors.
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ARTICLE XIV.
u
Indemnification
Section 14.01. Indemnification. The Corporation shall indemnify such persons, for
such expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by any applicable law.
ARTICLE XV.
Amendments
Section 15.01. Amendments. The Board of Directors may amend the Corporation's
Articles of Incorporation, as heretofore or hereafter from time to time amended or
restated, to include or omit any provision which could be lawfully included or omitted
at the time such amendment is made. Any number of amendments, or an entire revision or
restatement of the Articles of Incorporation or Bylaws, either may be submitted and
voted upon at a single meeting of the Board of Directors and be adopted at such
meeting, a quorum being present, upon receiving the affirmative vote of not less than
two - thirds of the whole number of directors of the Corporation or may be adopted by a
written submittal signed by all the directors of the Corporation; provided, however,
that no amendment of Section 2.01, 2.02, 2.03, 2.04, 3.01, 4.04, 4.06, 4.10, 4.11,
• 5.02, 5.04 or 5.05 of these Bylaws, shall be made without the approval, by resolution,
of the Shorewood City Council.
ARTICLE XVI.
Dissolution
Section 16.01. Dissolution. The Corporation may be dissolved by the Board of Directors
if a resolution proposing dissolution of the
Corporation is adopted in one year, if another resolution to implement the proposed
dissolution is approved not less than twelve months nor more than fifteen months
later, if said resolutions are approved by the Shorewood City Council, and if all
conditions stated under Minnesota Statutes Section 317A.701, et seq., as hereafter
amended, are met. Alternatively, the Shorewood City Council may dissolve the
Corporation by its resolution.
Section 16.02. Disposal of Assets. Any of the Corporation's assets remaining at the
time of its dissolution shall be transferred to a receiver as directed by the District
Court under Minnesota Statutes. In advance of such action and on a timely basis the
Board of Directors shall petition the court to transfer the assets to, and let them be
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assumed by, the Shorewood City Council as though the assets have been donated to the
City in the first place. •
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Secretary of the Corporation
does hereby certify that the foregoing Bylaws were duly adopted as the Bylaws of the
Corporation effective as of the 27th day of Aoril , 1995.
James C. Hurm, Acting Secretary
•