Lundborg Foundation

Lundborg Foundation

BYLAWS

I. OFFICES

The principal office shall be in the County of Hennepin, State of Minnesota.

II. SEAL

The Corporation shall not have a corporate seal.

Ill. MEMBERSHIP

The Corporation shall have no members except its Board of Directors.

IV. DIRECTORS

A. Qualifications. Directors shall constitute and be voting members of the Corporation.

B. Number; Election. There shall be not less than three (3) and not more than seven (7) directors who shall be elected by the voting Board of Directors. A director shall hold office until he resigns or until has been removed.

C. Powers. The Board of Directors shall carry on the general management of the Corporation.

D. Meetings. The Board of Directors shall hold quarterly board meetings with at least three (3) Board members present. They shall hold special meetings at the call of the President or of any two or more directors. The President shall designate the time and place of meetings, which may be held online or onsite within or without this state.

E. Notice of Meetings. Directors shall be given notice of meetings at least one week before a meeting.

F. Quorum. Two-thirds of the total number of directors shall constitute a quorum.

V. COMMITTEES

A. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees. Each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolution or resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be stated in these Bylaws or as may be determined from time to time by resolution adopted by the Board of Directors.

B. The committees shall keep regular minutes of their proceedings and report the same to the Board when required.

VI. COMPENSATION OF DIRECTORS

Directors, as such, shall not receive any stated salary or fee for their services, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

VII. OFFICERS

A. Qualifications. Officers may be Board members as long as they are not compensated financially.

B. Number; Election. There shall be a President, Vice President, Secretary and Treasurer who shall be elected by the Board of Directors.

C. Duties.

(1) President. The President shall be the executive officer of the Corporation and shall preside over all meetings of the Corporation and attend Board meetings. He shall also perform such other duties as usually pertain to the office of President.

(2) Vice President. The Vice President, in the absence of the President, shall preside over meetings of the Corporation and attend Board meetings.

(3) Secretary. The Secretary shall attend all meetings of the Members and of the Board and record all votes and the minutes of all proceedings in a book to be kept for this purpose. He shall give, or cause to be given, notice of all meetings of the Board of Directors as provided herein.

(4) Treasurer. The Treasurer shall receive all funds paid to this Corporation and shall reimburse the same on the order of the Board of Directors. He shall have custody of all corporate funds and shall keep full and accurate account thereof.

VIII. DUTIES OF OFFICERS MAY BE DELEGATED

In case of the absence of any officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may delegate, for the duration specified by the Board, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire Board concur therein.

IX. CHECKS

All checks and demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

X. PROCEDURE

The rules contained in Robert’s Rules of Order Revised shall govern the Corporation in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws of Articles of this corporation or the laws of this state.

XI. AMENDMENTS

These Bylaws may be altered or amended by the affirmative vote of a majority of the Board of Directors at any regular or special meeting, if notice of the proposed alteration or amendment be contained in the notice of the meeting or by the affirmative vote of two-thirds of the Directors.

XII. CONFLICTS OF INTEREST

No contract or other transaction between the Corporation and one or more of its directors or officer, or between the Corporation any other corporation, firm, association, or other entity, in which one or more of such persons are directors or officers, or are financially interested, shall be either void or voidable for that reason alone, or by reason of the fact that one or more interested directors were present at the meeting of the Board or of a committee thereof, which approved such contract or transaction, or that his or their votes were counted for such purpose:

(a) If the fact of such common capacity as director, officer, or financial interest was disclosed or known to the Board or committee, and the Board or committee approved such contract or transaction by a vote sufficient for such purpose without counting the vote of any interested or common directors; or

(b) If such common capacity as director or officer or financial interest was disclosed or known to the directors entitled to vote thereon, and such contract or transaction was approved by vote of the directors; or

(c) If the contract or transaction was fair and reasonable as to the Corporation at the time it was approved by the Board or a committee.

Any such common interested directors may be counted in determining the presence of a quorum at the meeting of the Board or of a committee which approves such contract or transaction.

XIII. INDEMNIFICATION OF TRUSTEES AND OFFICERS

A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding wherever brought, whether civil, criminal, administrative or investigative other than an action by or in the right of the Corporation by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceedings by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action or proceeding had reasonable cause to believe that his conduct was unlawful.

B. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding wherever brought, by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expense, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

C. To the extent that a director, officer, employee or agent of this Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Paragraphs XIII A and XIII B hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys’ fees actually and reasonably incurred by him in connection therewith.

D. Any indemnification under Paragraph XIII A, hereof, unless order by a court, shall be made by this Corporation only as authorized in the specific case upon a determination that indemnification to the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct as set forth in Paragraph XIII A hereof. Such determination shall be made:

(1) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or

(2) If such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs by independent counsel in a written opinion; or

(3) By majority vote of the membership.

Any indemnification under Paragraph XIII B hereof must be ordered by a court.

E. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Paragraph XIII D hereof upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be Indemnified by the Corporation as authorized in this section.

F. The indemnification provided by these Paragraphs XIII A-H shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person. No provisions made to indemnify directors or officers for the defense of any civil or criminal action or proceeding whether contained in the Articles of Incorporation or in these Bylaws, a resolution of the members or directors of this Corporation, in agreement or otherwise, nor any award of indemnification by a court shall be valid unless consistent with these Paragraphs XIII A-H. Nothing herein contained shall affect any rights of indemnification to which corporate personnel, other than directors and officers, may be entitled by contract or otherwise under law.

G. This Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of this Corporation or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in such capacity, provided that no indemnification shall be made under any policy of insurance for any act which could not be indemnified by this Corporation under these Paragraphs XIII A-H.

H. Where court approval is required under these Paragraphs XIII A-H, it shall be obtained in the manner provided by law. No indemnification, advancement or allowance shall be made under these Paragraphs XIII A-H where the same is prohibited by law.

XIV. EXEMPT ACTIVITY

Notwithstanding any other provision of these Bylaws, no member, director, officer, employee or representative of the corporation shall take any action or carry on any activity by or on behalf of the Corporation in contravention or valuation of Article 5 of the Articles of Incorporation of this Corporation.

Lundborg Foundation is not affiliated in any way with any church, school or business.

©1991-2024 Lundborg Foundation | Bylaws | All rights reserved

Lundborg Foundation is not affiliated in any way with any church, school or business.

©1991-2024 Lundborg Foundation | Bylaws | All rights reserved

Lundborg Foundation is not affiliated in any way with any church, school or business.

©1991-2024 Lundborg Foundation | Bylaws | All rights reserved