Membership

MCCF BYLAWS OF MINNESOTA COMMUNITY CAPITAL FUND

 ARTICLE I. OFFICES, CORPORATE SEAL

        Section 1.01  Registered and Other Offices.  The registered office of the corporation in Minnesota shall be that set forth in the articles of incorporation or in the most recent amendment of the articles of incorporation or statement of the board of directors filed with the Secretary of State in Minnesota changing the registered office in the manner prescribed by law.  The corporation may have such other offices, within or without the State of Minnesota, as the board of directors shall from time to time determine. 

        Section 1.02  Corporate Seal.  The corporation shall have no corporate seal. 

ARTICLE II.

MEMBERS

        Section 2.01 Eligibility and Classes of Members.  Each community development corporation, individual, business organization, development-oriented venture fund, local governmental agency, public charity or private foundation which is involved in economic development activity, including the management of a Revolving Loan Fund (“RLF”) operated within the area of operations of the corporation, with an interest in supporting the purposes of the corporation, may apply to participate through the contribution of funds in a loan pool maintained by the corporation. Each such participation shall be subject to approval by the board of directors of the corporation through the execution of a written participation agreement.  Upon execution of the participation agreement and transfer of funds to the corporation, the participating entity shall become a member of the corporation, and the Secretary of the corporation shall issue a certificate reflecting both the identity of the member and the amount of funds contributed. 

        The corporation shall have three classes of members.  Members whose contributions to the loan pools maintained by the corporation amount in the aggregate to $100,000 or more shall be designated as “Class A members.”   Members whose contributions to the loan pools maintained by the corporation amount in the aggregate to at least $50,000 but less than $100,000 shall be designated as “Class B members.” Members whose contributions to the loan pools maintained by the corporation amount in the aggregate to at least $25,000 but less than $50,000 shall be designated as “Class C members.” Two of the directors of the corporation shall be elected exclusively by Class A members. Two of the directors of the corporation shall be elected exclusively by Class B members. Two of the directors of the corporation shall be elected exclusively by Class C members.

        Section 2.02  No Rights in Assets or Earnings.  The members of the corporation shall have no property rights in the assets of the corporation and no earnings of the corporation shall inure to the benefit of or be distributable to the members, except the members may be reasonably compensated for services performed for the corporation. 

        Section 2.03 Members to Elect Certain Directors.  The members of the corporation shall have the authority to elect directors to the extent set out in Article III, any approval of such members shall be required prior to amendment or abridgement of this right to elect certain directors, but the members of the corporation shall have no other rights with respect to the governance of the corporation.

        Section 2.04  Designation of Member Representative.  Each member of the corporation shall execute a written participation agreement which will set out the rights and responsibilities of the member and the corporation regarding contributions to the loan pools maintained by the corporation.  The participation agreement will also describe the procedure by which the member shall identify the member’s official representative and alternate entitled to attend membership meetings and vote on behalf of the member.

ARTICLE III.

DIRECTORS

        Section 3.01  General Purposes.  The business and affairs of the corporation shall be managed by or shall be under the direction of the board of directors.

The initial board of directors shall be appointed by written action by the incorporator and shall serve until the first annual meeting of the corporation.  Two of the director positions shall be designated as “Class A” director positions to be filled by the vote of the Class A members.  Two of the director positions shall be designated as “Class B” director positions to be filled by the vote of the Class B members.   Two of the director positions shall be designated as “Class C” director positions to be filled by the vote of the Class C members. At each annual meeting of the corporation, if a Class A, Class B or Class C director position is vacant or the term of the present occupant is expiring, the appropriate class of members shall assemble to propose and consider nominees, who may but need not be associated with members of the corporation, and to vote to fill each such designated director position.  The votes cast by members shall be weighted proportionally to the total contributions made by such member to the loan pools maintained by the corporation and reflected on the membership certificate, each $1,000 contributed (fractions thereof shall be disregarded) shall be equal to 1 vote, and the candidate receiving the greatest number of votes representing the greatest aggregate contributions from the appropriate class of members shall be deemed elected.

 The remaining director positions, which have not been designated as Class A, Class B or Class C  director positions, shall be at-large positions filled by the affirmative vote of a majority of the remaining directors present at a meeting of the board. 

Each of the directors shall hold office for a term of three (3) years, except that, of the first board elected at an annual meeting under these bylaws, up to one-third of those elected shall hold office for a term of two (2) years and up to one-third of those elected shall hold office for a term of one (1) year.  Election of additional directors or of replacements for directors whose terms are expiring each year shall take place at the annual meeting of the board in such year, and each director shall hold office until a successor shall have been elected and shall qualify, or until the earlier death, resignation or removal of such director.

        Section 3.03  Board Meetings; Place and Notice.  Meetings of the board of directors may be held from time to time at any place that the board of directors may designate.  A meeting of the board and the members shall be held at least annually.  A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a meeting of the board of directors if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting, and if the same notice is given of the conference as would be required for a meeting.  The chair may call a board meeting by giving not less than five (5) nor more than thirty (30) days notice to all directors of the date and time of the meeting.  The notice of a meeting need not state the purpose of the meeting.  Notice shall be written and may be given by mail or in person.  If a meeting schedule is adopted by the board, or if the date of a board meeting has been announced at a previous meeting, no notice is required.

        Section 3.04  Waiver of Notice.  A director may waive notice of a meeting of the board.  A waiver of notice by a director is effective whether given before, at or after the meeting and whether given in writing or by attendance, whether in person or by electronic means.

        Section 3.05  Quorum. A simple majority of the directors currently holding office is a quorum for the transaction of business.  If a quorum is present when a duly called meeting is convened, the directors in attendance may continue to transact business until adjournment even though the withdrawal of a number of directors originally present leaves less than the number otherwise required for a quorum.

        Section 3.06  Vacancies.  Vacancies on the board of directors resulting from the death, resignation or removal of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum.  Each director elected under this section to fill a vacancy shall hold office until a qualified successor is elected at the annual meeting of the board occurring at the end of the term which he or she was elected to fill.

        Section 3.07  Removal of Directors.  Any director may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the remaining directors.  Absence of a director at three consecutive board meetings without written or oral explanation to the chair of such absences shall be deemed to be the resignation of such director.

        Section 3.08  Manner of Acting.  Unless otherwise required by law or these bylaws, the action of a majority of directors present at a meeting at which a quorum is present shall be the act of the board.  Any action required or permitted to be taken by the board may be taken without a meeting by the collective consent in writing, setting forth the action so taken, of all the directors.  The board may also act by any other form of communication permitted by law.

ARTICLE IV.

OFFICERS

        Section 4.01  Number, Designation and Qualifications.  The officers of the corporation shall consist of a chair, a vice chair, a secretary and a treasurer.  A majority of all directors may appoint a manager to act as chief executive officer, or any other officers deemed necessary for the operation and management of the corporation, each of whom shall have the powers, rights, duties, responsibilities and terms of office determined by the board from time to time.  Any number of offices or functions of these offices may be held or exercised by the same person.  Officers of this corporation, other than a manager/CEO, shall be directors of this corporation.

        Section  4.02    Chair.    The chair of the corporation shall preside at all meetings of the board and at all meetings of any executive committee that may subsequently be established. The chair shall perform all functions customarily incident to the office of chair and all such other functions as from time to time are assigned by the board of directors.  Unless and until the board appoints a manager to act as chief executive officer, the chair of the corporation shall be the chief executive officer of the corporation and in such capacity shall have overall responsibility for the management of the business of the corporation; while continuing as chief executive officer, the chair shall sign and deliver all instruments having to do with the business of the corporation, maintain records of and, to the extent necessary, certify all proceedings of the board of directors of the corporation.

        Section 4.03  Vice Chair.  The vice chair of the corporation shall act in place of the chair in the absence of the chair and perform such other duties as may from time to time be prescribed by the board of directors.

         Section 4.04  Secretary.  The secretary of the corporation shall prepare minutes of each meeting of the board, shall maintain records of and, to the extent necessary, certify all proceedings of the board of directors of the corporation.

        Section 4.05   Treasurer. The treasurer shall act as chief financial officer of the corporation and in such capacity shall keep accurate financial records for the corporation; endorse and deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board of directors; disburse corporate funds and issue checks and drafts in the name of the corporation; render to the chair and the board of directors, whenever requested, an account of all transactions and of the financial condition of the corporation; and perform such other duties as may from time to time be prescribed by the board of directors or chair.  The treasurer need not personally perform the duties described herein, but all such duties shall be performed under the supervision of the treasurer.

        Section 4.06  Manager. The board of directors may choose to appoint a manager who shall be the Chief Executive Officer of the corporation and shall exercise the functions and duties customarily incident to the office.  The manager shall have general active management of the affairs and business of the corporation, reporting to the board of directors.  The manager shall be responsible for seeing that all orders and resolutions of the board of directors are carried into effect.  The manager shall be an ex officio member of all board committees, without vote.

        Section 4.07  Election and Term of Office.  The directors shall, no less frequently than at each annual meeting, elect a chair, a vice chair, a secretary and a treasurer and any other officers or agents the board deems necessary.  Such officers shall hold their offices until their successors are elected and qualified, or until death, resignation or removal as herein provided.  A vacancy in any office may be filled by the board for the unexpired portion of the term.

        Section 4.08  Removal of Officer.  An officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the directors present at a meeting of the board of directors at which a quorum is present.

        Section 4.09   Other Committees.  The board of directors may establish other committees of one or more persons having the authority of the board in the management of the business of the corporation to the extent provided in the resolution establishing such committee.  Committee members need not be directors or officers.  A majority of the members of a committee present at a meeting constitutes a quorum for the transaction of business.

ARTICLE V.

NOTICE

        Whenever under the provisions of these bylaws or other law any notice is required to be given, such notice may be given in writing by mail, by telegram, by e-mail if the intended recipient personally provides written or e-mailed acknowledgment of receipt, or by personal delivery, to the person to whom notice is to be given.  Any notice required by these bylaws when given by mail is deemed given when deposited in the United States mail with sufficient postage affixed.

ARTICLE VI.

INDEMNIFICATION

        To the extent permitted by law, any former or present director, officer, employee, trustee or agent of this corporation shall be indemnified by this corporation against expenses incurred in connection with any proceeding to which he or she is a party by reason of past or present official capacity as a director, officer, employee, trustee or agent, or as director, officer, partner, employee, trustee or agent of another corporation, partnership, joint venture, trust or other organization while serving at the request of this corporation.

ARTICLE VII

AMENDMENT

        These bylaws may be amended upon the affirmative vote of two-thirds of the directors present at a meeting at which a quorum is present, after notice as provided in Section 3.03, together with a copy of the proposed amendments, has been given to all directors.