Bylaws

FRAZEE AREA COMMUNITY CLUB, INC.

BY-LAWS

ARTICLE I

Officers & Elections

Section 1: The Officers of this Corporation shall consist of a President, Vice President, Secretary and Treasurer.

Section 2: The Board of Directors shall elect officers of the Corporation within one week of the annual meeting

Section 3: The term of office of each officer shall end with the election of his/her successor.

Section 4: Officers may resign only through a written letter of resignation to the Secretary of the Corporation.

Section 5: The Board of Directors may at anytime remove with or without cause any officer with a 2/3 vote.

Section 6: Any vacancy occurring because of death, resignation or removal of a director shall be filled by the Board of Directors for the un-expired term of such director.

Section 7: Terms: The term of office for any given Director Shall Not be more than three years, but consecutive terms after the first completed term will be accepted if approved at the annual meeting

Duties of Officers

A. President: The President shall be the Chief Executive Officer of this Corporation.

• The President Shall preside at all meetings and shall be Chairperson of the Board of Directors.

• The President Shall issue the call for both regular and special meetings of both Corporation and Board of Directors.

• The President Shall appoint the standing committees and shall act as an ex-officio member of each of those committees.

• The President Shall see that those committees function and shall cooperate with the committee chairperson toward that end.

• The President Shall call for regular committee reports

• The President Shall see that regular elections are held in accordance with the constitution and by-laws.

• The President Shall on behalf of the Board of Directors, execute all contracts, deeds, conveyances and other instruments in writing which may be required or authorized by the Board of Directors for proper and necessary transactions of the business of the Corporation.

B. Vice President: If for any reason the President is Unable to perform their duties, the Vice-President Shall occupy his position and perform their duties and having the same authority as the President.

C. Secretary: The Secretary Shall keep the general Corporation records, including minutes of the Corporation and Board meetings, committee appointments, attendance records and list of Members.

• The Secretary Shall act as corresponding Secretary for the Corporation.

• The Secretary Shall keep in their minute book a copy of the Constitution and By-Laws with such amendments as may be needed from time to time.

• The Secretary Shall provide the President with a copy of the minutes within one week of the meeting and Shall provide the committee Chairperson with a copy of any motion(s) concerning that committee.

D. Treasurer: The Treasurer Shall receive monies for the Corporation.

• The Treasurer Shall keep an accurate record and account of all monies and deposit the same in the bank.

• The Treasurer Shall pay out monies only on authority of the Board of Directors.

• The Treasurer Shall present to the Board of Directors and Members at its Annual Meeting, their report as Treasurer of this Corporation.

ARTICLE II

Board of Directors Duties

Section 1: The Board of Directors of this Corporation Shall constitute the Executive Board and shall be responsible for the execution, through its Officers of the authorized policies of the Corporation.

Section 2: The Board of Directors Shall authorize all expenditures and Shall Not create any indebtedness beyond the income of the Club, nor dispense funds for any purpose not essential to the functions of the Corporation.

Section 3: The majority vote of the Board of Directors Shall govern, EXCEPT where otherwise provided. The Board of Directors Shall have the power to overrule or modify the action of any Officer of the Corporation.

Section 4: The Board of Directors of the Corporation Shall have the books audited annually, or more often at their discretion.

Section 5: The Board of Directors Shall determine the place of the Annual Meeting and Shall instruct the Secretary to issue the notice for said meeting.

Section 6: The Board of Directors Shall hold meetings when called by the President of the Corporation.

Section 7: The Board of Directors Shall receive Committee reports and recommendations.

Section 8: The Board of Directors Shall determine the time and place of the regular Corporation meetings, and Shall have the authority to call any Special meetings considered necessary.

Section 9: The Board of Directors may take any other action that is deemed necessary or advisable in the best interest of the Corporation.

ARTICLE III

Meetings

Section 1: A quorum of the Board of Directors Shall be the majority.

Section 2: A quorum of the membership of the Corporation, for purposes of holding the Annual Meeting Shall be no less than fifteen (15) members in good standing.

Section 3: The Board of Directors shall hold The Annual Meeting of the Board of Directors and Members in the month of March each year at the time and place as designated.

Section 4: Regular meetings of the Board of Directors Shall commence the Third Thursday of each calendar month at the time and place as designated.

Section 5: Special Meetings: Special Meetings of the Board of Directors may be called at any time (a) by the President, (b) by the Board of Directors, (c) upon the written request of five (5) or more members of the Board of Directors.

Section 5a: Anyone entitled to call a Special Meeting of the Board of Directors, may make a written request to the Secretary to call the meeting, with the Secretary giving notice of the meeting, setting forth the time, place and purpose thereof.

Section 5: After three (3) consecutive absences without proper notification to the President or Secretary, the member will be removed from the board. Written notification will be sent to the removed member.

ARTICLE IV

Parliamentary Procedure

Section 1: “Robert’s Rules of Order” Shall govern all meetings and process of the Corporation, not specifically covered in these Articles of Incorporation.

ARTICLE V

Political Action

Section 1: The Corporation at no time Shall endorse or recommend any candidate for political office, nor Shall politics or political candidates be discussed at the meetings

Section 2: No Officer or Member of this Corporation Shall use it as a means for furthering personal, political or other aspirations; nor Shall the Corporation as a whole, take part in any involvement not in keeping with the real purpose and objects of the Corporation.

ARTICLE VI

Committees

Section 1: The following Permanent committees Shall be approved by the President:

A. Frazee Queen Committee

B. All-School Reunion

C. Avenue of Flags

D. Frazee Turkey Days

E. Oktoberfest

Section 2: The President Shall be ex-officio member of all committees

Section 3: All committees Shall consist of a chairperson and as many members as Shall be considered necessary by the President.

Section 4: Each Committee Shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors.

Section 5: Each Committee Shall at all times be subject to the control and direction of the Board of Directors.

Section 6: Each committee, through its Chairperson, Shall report either verbally or in written form at the request of the Board of Directors.

Section 7: All problems pertaining to such matters Shall be turned over to the committee for solutions or action by them, as authorized by the Board of Directors.

Section 8: The President Shall appoint other committees as needed.

ARTICLE VII

Fiscal Year

Section 1: Unless otherwise fixed by the Board of Directors, the Fiscal Year of this Corporation Shall begin March 1 and end on the last day of the succeeding February.

ARTICLE VIII

Amendments

Section 1: These By-Laws may be amended at any Regular or Special business meeting of the Corporation at which at least fifteen members are present, by a two-thirds vote of the members present, provided the Board of Directors had previously considered the merits of the amendment.

Section 2: All proposed amendments must be submitted in writing to the Secretary of the Corporation.

The above by-laws were unanimously approved by the general membership at its annual meeting January 19, 2006.

ARTICLES OF INCORPORATION

OF

FRAZEE AREA COMMUNITY CLUB, Inc.

We, the undersigned, for the purpose of forming a corporation under and pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes, Chapter 317A, and laws amendatory thereof and supplementary thereto, do hereby form a body corporate and adopt the following Articles of Incorporation.

ARTICLE I

The name of the Corporation SHALL be:

Frazee Area Community Club, Inc.

ARTICLE II

This corporation is organized and shall be to propose, plan and carry out projects and activities, which are in the interest of the community. The objects of this corporation is:

a. To encourage active participation in all things that have to do with community betterment.

b. To uphold the principles of good government.

c. To teach organization, cooperation and reciprocity are better than rivalry, strife and destructive competition.

ARTICLE III

This Corporation is organized and shall be operated exclusively for charitable, and educational purposes, and in connection therewith the values and betterment of the community. This Corporation may receive and disburse funds or other property incident to or necessary for the accomplishment of the aforesaid purposes and do any and all acts incidental to the transaction of the business of this Corporation or expedient for the attainment of the purposes stated herein.

In furtherance of its purposes, this Corporation may engage in, advance, promote and administer charitable and educational activities and projects of every kind and nature whatsoever in its own behalf or as the agent, trustee or representative of others, and may aid, assist and contribute to the support of corporations, associations and institutions which are organized and operated exclusively for such purposes and which are described in Section 501 (c) (3) of the Internal Revenue Code of 1986.

For its purposes and not otherwise, this Corporation shall have only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise, and to own, hold, expend, make gifts, grants, and contributions of, and to convey, transfer, and dispose of any funds and property and the income therefrom for the furtherance of the purposes of this Corporation hereinabove set forth, or any of them, and to lease, mortgage, encumber and use the same, and such other powers which are consistent with the foregoing purposes and which are afforded to this Corporation by the Minnesota Nonprofit Corporation Act, as now enacted or as hereafter amended. All the powers of this Corporation shall be exercised only so that this Corporations operations shall be exclusively within the contemplation of Section 501 (c) (3) of the Internal Revenue Code of 1986.

All references in these Articles of Incorporation to sections of the Internal Revenue Code of 1986 include any provisions thereof adopted by future amendments thereto and any cognate provisions in future Internal Revenue Codes to the extent such provisions are applicable to this Corporation.

ARTICLE IV

This Corporation shall not afford pecuniary gain, incidentally or otherwise, to its members, and no part of the net income or net earnings of this Corporation shall inure to the benefit of any member, or individual. No substantial part of its activities shall consist of carrying on propaganda or otherwise attempting to influence legislation. This Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

Except to the extent permitted by Minnesota Statutes Section 317A.501, this corporation shall not lend any of its assets to any officer or director of this Corporation or guarantee to any other person the payment of a loan made to an officer of director of this corporation.

Nothing herein shall be construed to establish or prohibit the payment of reasonable compensation to officers or directors of this Corporation for services actually rendered by them to this Corporation.

ARTICLE V

The period of duration of this Corporation’s corporate existence shall be perpetual.

ARTICLE VI

The location of this Corporation shall be located at PO Box 276, Frazee, MN 56544. ARTICLE VII

This Corporation shall have members with voting rights. The Board of Directors may establish a class or classes of non-voting members upon such conditions and terms, as it from time to time deems appropriate.

ARTICLE VIII

The management and direction of the business of this Corporation shall be vested in its Board of Directors. The number, terms of office, powers, authorities and duties of the Directors of this Corporation, the time and place of their meetings, and such other regulations with respect to them as are not inconsistent with the express provisions of these Articles of Incorporation shall be as specified from time to time in the Bylaws of this Corporation.

ARTICLE IX

The members of the Board shall be designated by the incorporator and shall serve until the first Annual Meeting of the Board of Directors.

ARTICLE X

This Corporation shall have no capital stock. The only requirements for membership within this Corporation are that the individual or business be interested in the goals and purposes of this Corporation as outlined in Article II and the payment of dues of $10 for individuals or families, $20 for home based businesses, $75 for businesses with 1-20 employees, $150 for businesses with 21-50 employees, and $250 for businesses with 51 or more employees.

ARTICLE XI

The Directors and Officers of this Corporation shall not be personally liable for the debts or obligations of this Corporation of any nature whatsoever, nor shall any of the property of the Directors or Officers.

ARTICLE XII

These Articles of Incorporation may be amended from time to time in the manner provided by law.

ARTICLE XIII

This Corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of this Corporation, any surplus property remaining after the payment of its debts, shall be disposed of by transfer to one or more corporations, associations, institutions, trusts or foundations organized and operated for one or more of the purposes of this Corporation, and described in Section 501 (c) (3) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, or to the State of Minnesota or any political subdivision or agency thereof for exclusively public purposes, in such proportions as the Board of Directors or this Corporation shall determine. Notwithstanding any provision herein to the contrary, nothing herein shall be construed to affect the disposition of property and assets held by this Corporation upon trust or other condition, or subject to an executory or special limitation, and such property, upon dissolution of this Corporation, shall be transferred in accordance with the trust, condition or limitation imposed with respect to it.

ARTICLE XIV

The Annual Meeting shall be held in the month of March each year, at the time and place as designated by the Board of Directors.

ARTICLE XV

The name and address of the incorporator is Attorney Richard Ziegler, Shoemaker & Ziegler Law Firm, 1009 Lake Avenue, Detroit Lakes, MN 56501

IN WITNESS WHEREOF, on this 7th day of April 2006, before me, a Notary Public, within and for said county, personally ____________________ (Tom Watson, President) appeared to me known to be the person described in and who executed the foregoing instrument and acknowledged that they executed the name as their free act and deed.