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By Laws

RULES OF PROCEDURE OF THE ADVISORY COMMITTEE OF THE WASECA AREA FOUNDATION, A FUND OF THE MINNESOTA FOUNDATION

ARTICLE I.
NAME

The name of this organization shall be the Advisory Committee of the Waseca Area Foundation, a fund of the Minnesota Foundation.

ARTICLE II.
PURPOSE

1. The purposes for which this organization is formed are:
a. To enhance and improve the quality of life in the Waseca area.
b. To develop, as fully as possible, the financial resources, both governmental and voluntary, needed to promote the cultural, educational, civic, wellness, environmental, and economic assets in the Waseca community.
c. To muster communty support and commitment for the Waseca Area Foundation through a systematic communications program which both speaks and listens to the community, and includes all elements of the Community, involving all age groups, urban and rural areas, men and women, and the disadvantaged.
d. To receive by gift, grant, devise, bequest or otherwise, and from any private or public sources, personal or real property, and to hold, administer, sell, invest, reinvest, manage, use, disburse and distribute, and apply the income of the same in accordance with the directions and intent of the donor or donors of such property, or, in the absence of such directions, as to the members of the Advisory Committee may deem best from time to time, for the promotion of any or all of the foregoing purposes.
e. To do any and all things either alone or in cooperation with other organizations or institutions, and either directly or by contribution to such other organizations or institutions, which it may deem necessary or proper in order to carry into effect any or all of the foregoing objects or purposes.

2. No substantial part of the activities of this organization shall be for the purpose of carrying on propaganda or otherwise attempting to influence legislation. None of the activities of this organization shall consist of participating in, or intervening in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

ARTICLE III.
MEMBERS

1. The members of this organization shall be at least fourteen (14) and no more than eighteen (18) persons representative of the Waseca area.

2. The members of the Waseca Area Foundation Advisory Committee shall be representative of the community and shall, as a minimum, consist of: two (2) members representing the banking/financial services profession; one (1) member representing the legal profession; four (4) members representing industry and business; one member representing education; one (1) member representing the health care profession; one (1) member representing the City of Waseca; one (1) member representing Waseca County; one (1) member representing the Waseca Area Chamber of Commerce; and at least two (2) and no more than six (6) members At-Large. The first members of the Advisory Committee will have staggered terms so that one-third of the members' terms shall expire each year. The committee shall determine an equitable manner for selecting first terms of members. Thereafter, all the terms will be for three (3) years. No person may serve more than two (2) consecutive three-year terms, except after an absence from membership of one (1) year.

3. All of the Advisory Committee members shall be volunteers and shall not be paid personnel of this organization.

4. A member representing an organization receiving financial support or under consideration for a grant from this organization shall abstain from votes taken regarding such financial support or grant consideration.

5. The officers of the Advisory Committee shall be a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer. The officers shall be elected annually at the annual meeting of the Board (April). If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.

6. The officers of the Advisory Committee together with the immediate past Chairperson (if such past Chairperson is still a voting member of the Advisory Committee) shall constitute the Executive Committee. The Executive Committee shall meet from time to time as needed and shall have authority to take any actions not otherwise reserved by the Advisory Committee within established policies and priorities of the Advisory Committee.

ARTICLE IV.
ADVISORY COMMITTEE MEETINGS, NOTICES, AND QUORUMS

1. Meetings of the Advisory Committee of this organization shall be held at least quarterly.

2. The regular meeting of the members of the Advisory Committee shall be held at such place and on such day and hour as the members of the Advisory Committee may determine. Special meetings of the members may be called by the Chairperson or Vice Chairperson.

3. The presence in person of not less than a simple majority of members entitled to vote is requisite and shall constitute a quorum at all meetings of members of the Advisory Committee. If such number of members shall not be so present in person, those present shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present, at which time any business may be transacted which might have been transacted at the meeting as originally notified.

4. Any action by a majority of the members where a quorum is present shall be the action of the membership of this organization.

ARTICLE V.
FINANCIAL REPORTS

The Advisory Committee may publish once a year a financial statement of the Waseca Area Foundation.

ARTICLE VI.
AMENDMENT OF RULES OF PROCEDURE

The Rules of Procedure of the Committee may be amended by the majority vote of the members of the Committee at any regular meeting of the Committee or at any special meeting thereof, provided that notice of such regular or special meeting shall state the proposed amendment and the fact that it is to be voted upon at the meeting.