ARTICLE VIII: Board ACTION WITHOUT A MEETING

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed, or consented to by authenticated electronic communication as permitted by the Minnesota Nonprofit Corporation Act (Minn. Stat. Chapter 317A), by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. The written action is effective when signed, or consented to by authenticated electronic or written communication, by the required number of directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the directors, all directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action. As used in these Bylaws, the term “authenticated electronic communication” means any form of communication, not directly involving the physical transmission of paper, that:

a. creates a record that may be retained, retrieved and reviewed by the recipient of the communication;

b. may be directly reproduced in paper form by the recipient through an automated process;

c. is delivered to the League’s principal place of business or to an officer or agent of the League authorized by the League to receive the communication; and

d. sets forth information from which the League can reasonably conclude that the communication was sent by the purported sender.

 

ARTICLE IX: NOTICE

9.1 Notice. Whenever under the provisions of these bylaws notice is required to be given to any director, member or other person, it shall be construed to require personal notice.

9.1.1 Personal Notice. Personal notice may be given when:

a. mailed to the address designated as the last known address of the director, member, or person; or at the address of the director, member or person in the corporate records;
b. communicated to the director, member or person orally;
c. handed to the director, member or person;
d. left at the office of the director, member or person with a clerk or other person in charge of the office, or if there is no one in charge, when left in a conspicuous place in the office;
e. left at the dwelling or usual place of abode of the director, member or person with a person of suitable age and discretion residing in the house;
f. communicated to the director, member or person by facsimile, email, or other electronic means, at a facsimile number or e-mail address designated by the director, member or person; or
g. the method is fair and reasonable when all the circumstances are considered.

9.1.2 Notice Given. Notice by mail is given when deposited in the United States mail with sufficient postage. Notice is considered received when it is given.

9.2 Waiver of Notice. Any director may execute a written waiver of notice of any meeting required to be given by statute or by any provision of these bylaws before, at, or after that meeting, and such waiver, when signed and filed as hereinafter provided shall be equivalent to notice. Such waiver shall be filed with the Secretary, who shall enter it upon the minutes or other records of that meeting. Appearance at a meeting by a director shall be deemed a waiver of notice thereof, unless the appearance is solely for the purpose of asserting the illegality of the meeting.

 

ARTICLE X: DISTRICTS

The Districts of the League shall consist of the following, unless otherwise defined by a Resolution of the Board that specifically supercedes this list:

District # 1
All Commissions within the counties of Cook, Lake, St. Louis, Koochiching, Itasca, Aitkin, Carlton, Mille Lacs, Kanabec, Pine, Isanti and Chisago.

District #2
All commissions within the counties of Kittson, Roseau, Lake of the Woods, Marshall, Polk, Pennington, Red Lake, Beltrami, Clearwater, Norman, Mahnomen, Hubbard, Cass, Crow Wing, Wadena, Becker, Clay, Wilkin, Otter Tail, Traverse, Grant, Douglas, Todd, Morrison, Benton, Sherburne, Stearns, Stevens, Pope, Wright.

District #3
All commissions within the counties of Big Stone, Swift, Lac Qui Parle, Chippewa, Kandiyohi, Meeker, McLeod, Renville, Yellow Medicine, Lincoln, Lyon, Redwood, Sibley, Brown, Nicollet, Le Sueur, Blue Earth, Faribault, Morton, Watonwan, Jackson, Cottonwood, Murray, Pipestone, Rock and Nobles.

District #4
All commissions within the counties of Rice, Goodhue, Wabasha, Winona, Houston, Fillmore, Olmsted, Dodge, Steele, Waseca, Freeborn and Mower.

District #5
All commissions within the counties of Scott, Carver and Dakota.

District #6
All commissions within Washington County.

District #7
All commissions within Ramsey County, except those commissions within the City limits of St Paul.

District #8
All commissions within North Hennepin County, including commissions from such cities as Brooklyn Center, Brooklyn Park, New Hope, Robbinsdale, Golden Valley and Crystal.

District #9
All commissions within South Hennepin County, including commissions from such cities as Edina, Bloomington and Richfield.

District #10
All commissions within West Hennepin County, including commissions from such cities as Eden Prairie, Minnetonka, Mound, Minnetrista, Spring Park, Orono, Plymouth, Wayzata, St. Louis Park and Hopkins.

District #11
All commissions within Anoka County.

District # 12
All commissions within the City limits of Minneapolis.

District #13
All Commissions within the City limits of St. Paul.