HCD By-Laws
Bylaws of Hazen Community Development, Inc.
Article I
Name, Office, and Registered Agent
Section A: The name of the organization shall be the “Hazen Community Development, Inc.” hereafter referred to, for brevity, as the Corporation, or HCD.
Section B: The registered office of the Corporation shall be City Hall, 146 E. Main Street, PO Box 717, Hazen, North Dakota 58545.
Article II
Corporate Seal
The corporate seal shall be circular in form and have inscribed thereon in a circle the name of the Corporation and the words “Corporate Seal” within the circle.
Article III
Non-profit, Non-capital, and Non-political
Section A: Non-profit. This corporation is organized for public and educational purposes and not for gain or profit.
Section B: Non-Capital. It shall have no capital stock or shares.
Section C: Non-Political. Membership therein shall not be predicated upon political party affiliation.
Article IV
Mission
Hazen Community Development, Inc. exists to create economic growth and greater opportunities for the citizens. It will accomplish this by strengthening the existing economy and developing new industry to diversify and enlarge it, while preserving the character of the community.
Article V
Membership
Section A: Eligibility for Membership. Any individual, partnership, corporation, cooperative, organization, and local government acceptable to the Board of Directors shall be eligible for membership in this organization.
Section B: Voting Rights. Each member shall be entitled to one vote on each resolution or other matter submitted to a vote of the members.
Section C: Terms of Membership. Membership in this organization shall become effective immediately upon the acceptance of the applicant and the payment of the first installment of dues, and shall continue until the end of that calendar year, or until the member shall resign, or shall have been suspended. Any member may resign from this organization provided all obligations under the membership contract have been discharged. Any member may be suspended from this organization for cause by the Board of Directors, and upon suspension; all obligations under the membership contract shall be automatically cancelled. Any member against whom charges have been preferred shall be so notified in writing, shall have the right to be heard by the Board and may be represented by counsel. Any member whose dues are four months in arrears may be dropped from the membership list.
Section D: Classes of Membership. Members of this organization shall be three classes: Class I shall include any partnership, corporation, or cooperative. Class II shall include individuals. Class III shall be the City of Hazen.
Section E: Annual Dues, Fees, or Charges. The Board of Directors shall establish the annual dues, fees, or charges for membership. The Corporation may accept such amounts or amounts as may be approved or acceptable to the Board of Directors.
Section F: Membership Charges due in Advance. The annual dues, fees or charges for membership in this Corporation shall be payable by the first day of the fiscal year, January 1st.
Article VI
Meeting of Members
Section A: Annual Meetings. The annual meeting of the members of this Corporation shall be held during the first quarter of each year. The time and place is to be designated by the Board of Directors for the annual meeting. Written notice shall be given by the Secretary to all members of the date and place of holding the annual meeting.
Section B: Special Meetings. Special meetings of the membership of this Corporation may be called at any time by the Chairman of the Board, the Board of Directors, or at the request of ten (10) members. The Chairman of the Board shall call the meeting, but the business transacted at any such meeting shall be limited to the agenda named in the call. Written notice shall be sent out to each member at least five (5) days in advance of a special meeting.
Section C: Quorum. Ten percent of the votes entitled to be cast at any meeting will represent a quorum.
Section D: Voting privileges. Any member in good standing of this Corporation shall be entitled to the privilege of casting one vote on any proposition coming before the meeting. Members may vote by written signed proxies received on or before the meeting.
Section E: Resolutions. Resolutions and declarations of policy passed at meetings of the membership shall be referred to the Board of Directors for consideration and final action shall not become official until approved by the Board of Directors.
Section F: Public Meetings. The Board of Directors shall, when determined by a majority of the Board, that a funding issue to be acted upon may be perceived as not to be in the best interest of area business, it shall advertise in the local newspaper a notice of a public meeting on the matter prior to voting on the issue.
Article VII
Board of Directors
Section A: General. This Corporation shall be governed by a Board of Directors and an Executive Committee, as herein provided. Membership on the Board of Directors shall be by election, appointment, and organization representation as specified in this Article.
Section B: Composition. The Board of Directors shall be comprised of not less than eleven and not more than nineteen members.
Section C: Board of Directors Eligibility for Election. No person who is not a member of the Corporation shall be elected to the Board of Directors; but a candidate need not be a member when nominated for election to the Board.
Section D: Selection of Directors. A nominating committee of not less than three members of the Corporation shall be appointed by the Chairperson to recommend nominations to the general membership at the annual meeting. A majority vote of the membership attending the annual meeting is required for election of all directors. Proxy votes are prohibited.
Section E: Terms of Directors. Directors will be elected for three year terms.
Section F: Quorum. A quorum at any board meeting shall consist of at least five voting members present.
Section G: Termination of Position on Board of Directors. The terms of the Directors shall be as above specified and shall otherwise terminate upon death or resignation, or a majority vote of the Board whenever in their judgment the best interest of the Corporation will be served thereby. The Board of Directors shall have the discretion to terminate any board member who misses four or more Board meetings during a calendar year. Written notice will be given after three meetings have been missed.
Section H: Powers and Duties of Board of Directors. The Board of Directors shall be the policy making body of this Corporation. Its function shall be those commonly ascribed to such bodies.
Section I: Election of Officers. Election of the officers of this Corporation shall take place at the first full board meeting following the Annual Meeting. The first order of business shall be the election of officers for the ensuing year, and then proceed to transact such other business as may properly come before it.
Section J: Voting. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be required to constitute the act of the Board of Directors. However, if less than nine board members are present for a meeting; the affirmative vote of a least five is required.
Section K: Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall serve for the unexpired term of the predecessor in office.
Section L: Regular Meetings. The Board of Directors shall meet monthly at a time and place determined by a majority vote of the Board.
Section M: Chairperson. If any Chairperson is not a member of the Board of Directors of this Corporation, s/he shall be ex-officio, a member of the Board of Directors without voting power.
Section N: Executive Director. The Executive Director shall be an ex-officio member of the Board of Directors without voting power.
Article VIII
Officers
Section A: Officers. The officers of the Corporation shall be a chairperson, vice chairperson, secretary, and treasurer, or secretary/treasurer as deemed by the Board of Directors.
Section B: Election and Term. The officers and at-large Executive Board members shall be elected by the Board of Directors following the annual membership meeting from those elected to sit on the board. A nominating committee of not less than three board members shall be appointed by the chairperson to present a slate of candidates to the board. Other nominations may also be accepted from the floor. Proxy votes are prohibited. Each Executive Board member shall hold his/her office for two years, and will be limited to two consecutive terms – not to exceed four years. A vacancy in any office shall be filled by the board at a regular or special meeting for the unexpired portion of the term.
Section C: Removal of Executive Board Members. Any Executive Board member may be removed by a majority vote of the Board whenever in their judgment the best interest of the Corporation will be served thereby.
Section D: Duties of the Officers. The Chairperson shall be principal executive officer of the Corporation and unless otherwise determined by the members of the board preside at all meetings of the Board of Directors. The Chairperson shall sign with the secretary any contracts or other instruments authorized by the Board to be executed except in cases which the signing and execution thereof shall be expressly delegated by the board or by these bylaws to some other officer. The Chairperson shall perform all duties incidental to the office of Chairperson and such other duties as may be prescribed by the Board from time to time. The Chairperson shall be authorized to sign all financial instruments.
The Vice Chairperson (elect) in the absence of the Chairperson or in the event of his/her inability or refusal to act, shall perform the duties of the Chairperson, and when so acting shall have all the powers and be subject to all the restrictions upon the Chairperson. The Vice Chairperson shall also perform all other duties as from time to time assigned to him/her by the Board.
The Secretary of the Corporation shall be responsible for: a) keeping the minutes of the meetings of the members and of the Board of Directors; b) seeing that all notices are duly given in accordance with these Bylaws as required; c) keeping a register of the names and post office addresses of all members; d) keeping on file a complete copy of the current Bylaws and articles of incorporation; e) in general performing all duties incidental to the office of secretary and such other duties as from time to time may be assigned to him/her by the Board. Duties of the Secretary may be allocated to a non-board member, who shall serve as an ex-officio member at the pleasure of the board.
The Treasurer shall be responsible for custody of all funds and securities of the Corporation, the receipt of and issuance of receipts for all money due and payable to the Corporation and for the deposit of all monies in the name of the Corporation in such bank or banks as selected by the Board and perform all duties incidental to the office of treasurer and such other duties as assigned by the Board. The treasurer shall have primary authorization to sign all financial instruments. Duties of the treasurer may be allocated to a non-board member, who shall serve as an ex-officio member at the pleasure of the board.
No officer may serve more than two consecutive terms in that specific position.
Article IX
Fiscal Year
The fiscal year of this Corporation shall begin on the first day of January each year and end on the last day of December.
Article X
Executive Committee
Section A: An Executive Committee of the Board of Directors shall consist of the officers of this Corporation, two Board Members of the Corporation and the President of the Hazen City Commission or his/her designee, and the immediate past chairperson. The Executive Director shall be an ex-officio member of theExecutive Committee.
Section B:To the extent authorized by the Board of Directors the Executive Committee shall have the authority to manage the business of the Corporation. The Executive Committee shall act only in the interval between meetings of the Board of Directors and at all times is subject to the control and direction of the Board.
Section C: A quorum to conduct official business of the executive committee shall be three or more.
Article XI
Amendments
Section A: Amendments to the Bylaws. The Bylaws of this Corporation may be repealed, altered, amended, or new Bylaws adopted by a two-thirds affirmative vote of the members of the Board of Directors present at any meeting at which nine or more board members are present, provided that at least five (5) days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting. If less than nine board members are present for a meeting, the affirmative vote of at least five members are required.
Section B: Amendments of Articles of Incorporation. The Articles of Incorporation of the Corporation may be amended, modified, or restated, or new Articles of Incorporation substituted by a two-thirds affirmative vote of the members of the Board of Directors present at any meeting at which nine or more members are present. If less than nine board members are present for a meeting, the affirmative vote of at least five members are required.
Approved April 26, 1988 at a meeting of the Hazen Community Development Incorporation
Amended March 28, 1989
Amended May 7, 1990
Amended January 26, 1993
Amended September 28, 1993
Amended February 21, 1995
Amended June 24, 1997
Amended March 25, 2003
Amended April 24, 2007 Terms of Officers shall be two years with a two term limit.
Amended August 8, 2007 Decisions on controversial funding shall be determined after a public meeting.
Amended December 12, 2007 Annual Meetings changed from January to First Quarter of each year.
Amended May 28, 2013 Chairman/chairwoman was changed to read chairperson, President of the City Commission was changed from Mayor, and a Quorum of no less than three was established for Executive Committee.