5.9. SR 10-17-1994
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ITEM 5.9.
MEMORANDUM
TO: Mayor and City Council
FROM: Sandra Thackeray, City Clerk
DATE: October 13, 1994
SUBJECT: Exemption from Lawful Gambling License for
Proper Economic Resource Management (PERM)
INTRODUCTION
The City Council recently tabled action on a request for an exemption from Lawful
gambling License by Proper Economic Resource Management (PERM). The reason for
not taking action on this issue was because the council was l1nf~mili~r with this
organization.
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I have contacted the applicant Mark Rotz and requested information on the organization
of PERM. Mr. Rotz has provided the following information for Council review: the
Articles of Incorporation, the By-laws, a Certificate of Incorporation from the Secretary
of State's Office, a letter of initial registration from the Attorney General's Office, and the
filing for non-profit corporation from the Secretary of State's Office.
According to the By-laws, PERM is an organized group whose purpose is to develop and
promote manufacturing in agricultural programs along with natural resource management
policies which strike a balance between economic growth and conservation of precious
natural resources. In other words, PERM supports the protection of natural reso\Uces.
For more information regarding this organization, see section two under the By-laws.
Recommended Action: Staff recommends that the council move to approve the
Exemption from Lawful Gambling License for Proper Economic Resource Management
to hold a raffle at Broadway Pizza on May 2, 1995.
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P.O. Box 490 · 13065 Orono Parkway · Elk River, MN 55330 · (612) 441-7420 · Fax: (612) 441-7425
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ARTICLES OF INCORPORATION
OF
PROPER ECONOMIC RESOURCE MANAGEMENT, INC.
(PERM)
I, the undersigned, for the purpose of forming a non-profit corporation under the /'
provisions of Chapter 317A of Minnesota Statutes, known as the Minnesota Non-Profit
Corporation Act, do hereby associate as a body corporate and adopt the following Articles of
Incorporation.
AR~~I ~
The name of this corporation shall be PROPER ECONOMIC RESOURCE ('I\
MANAGEMENT, INC., (PERM).
ARTIC~ IT
The corporation is organized exclusively for charitable and educational purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.
The focus of activity of this corporation shall be in the State of Minnesota. However,
its activities may be conducted outside of the State of Minnesota when appropriate.
lB the furtherance of its purposes, the corporation shall have power and authority to
engage in any and all lawful activities that may be reasonably necessary or convenient for the
accomplishment of any of its purposes, and to exercise all power and authority now or
subsequently conferred upon non-profit corporations organized under the laws of the State of
Minnesota. Such activities shall be limited as required for compliance with the provisions of
Section 501(c)(3) of the Internal Revenue Code. Specifically, the purpose of the corporation is
to develop and promote programs of an educational nature which promote use of manufacturing
and agricultural technology compatible with wise use of natural resources, and generally to
promote conservation of natural resources by all lawful means, not specifically prohibited
otherwise in these Articles.
ARTIC~ m
This corporation is organized as a non-profit corporation, and, therefore, it shall in no
way, directly or indirectly, incidentally or otherwise, afford pecuniary gain to any of its
members, directors or officers, nor shall any part of the net earnings of the corporation in any
way inure to the private benefit of any member, director or officer of the corporation or to any
private person or individual within the meaning of Section 501(c)(3) of the Internal Revenue
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Code, except that the corporation shall be authorized to make reasonable allowance and payment
. for actual expenditures incurred or services rendered for the corporation.
No part of the activities of this corporation shall constitute the carrying on of propaganda
or attempts to influence legislation, and the corporation shall not participate in or intervene in
any political campaign on behalf of any candidate for public office, nor shall the corporation
engage in any transaction or carry on any other activity not permitted to be carried on by a
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! corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue
Code of 1954.
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ARTIC~ IV
The duration of this corporation shall be perpetual.
ARTICLE V
The registered office of this corporation shall be 9193 Parrish Avenue. Elk River. /'
Minnesota 55330.
ARTIC~ VI
The conditions, terms and qualifications for membership in the corporation shall be
provided for in the Bylaws of the corporation
ARTIC~ vn
The management of this corporation shall be vested in a Board of Directors consisting of
such number of persons (but not less than three) and for terms of office as from time to time
shall be established by the Bylaws or by the Directors. Directors need not be members. Powers,
authorities, and duties of said Board, the time and place of its meetings, and all other regulations
concerning the Board shall be prescribed by the Bylaws. Directors shall be elected by the
members after the year 1993. A new director may be elected to fill any vacancy, whether
created by removal, death, or resignation of any director or by reason of an increase in the
number of directors authorized by the Board at any annual or special meeting of the Board.
ARTIC~ vm
The corporation shall have no capital stock.
ARTIC~ IX
The property of this non-profit corporation is irrevocably dedicated to charitable and
educational purposes, as provided in these Articles. Upon dissolution of this corporation, all of
the assets and property of the corporation shall, after payment of its just debts and obligations,
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be distributed to a non-profit organization, the work of which is determined by a majority vote
of the Board of Directors to be most in accord with the purposes of this corporation and which
is then exempt from federal income taxation within the meaning of Section 501(c)(3) of the
Internal Revenue Code. No distribution of the assets or property of this corporation shall ever
be made to, or inure to the benefit of, any member, director or officer of this corporation, or
to any private individual, within the meaning of Section SOI(c)(3) of the Internal Revenue Code.
ARTIC~ X
The Board of Directors may make such rules and regulations, not inconsistent with these
Articles nor contrary to law, as may be deemed necessary or expedient for the management of
the affairs of this corporation and to carry out its purposes.
ARTICLE XI
The members may amend these Articles of Incorporation of this corporation by a two-
thirds (2/3) vote of a quorum at a duly constituted meeting.
ARTIC~ XU
The names and addresses of those comprising the first Board of Directors are:
Mark S. Rotz
9193 Parrish Avenue
Elk River, Minnesota 55330
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Clyde E. Hegelund
14134 301st Avenue
Princeton, Minnesota 55371
Scott Ebner
Route 1, Box 337-B
Zimmerman, Minnesota 55398
Dale F. Menten
6630 Miooewashta Parkway
Excelsior, Minnesota 55331
Donald P. Helmeke
15702 l05th Avenue North
Maple Grove, Minnesota 55369
Howard A. Thurber
Route 1, Box 6
Wahkon, Minnesota 56386
Lance Stanley
603 North 6th Street
Princeton, Minnesota 55371
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ARTICLE XIII
The name and address of the incorporator is:
Mark S. Rotz
9193 Parrish Avenue
Elk River, Minnesota 55330
IN TESTIMONY
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WHEREOF, 1 have set hereunto my hand this ~ day of
,1993.
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Subscribed and sworn to before me this .J::9...- day of
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BYLAWS OF
PROPER ECONOMIC RESOURCE MANAGEMENT, INC., (PERM)
ARTIC~ I
NAME, PURPOSE, OFFICFS
Section 1. The name of this organization shall be "Proper Economic Resource Management,
Inc. ". Hereafter referred to as "PERM".
Section 2. PERM is organized exclusively for charitable, scientific, and educational purposes.
More specifically to develop and promote manufacturing and agricultural programs, along with
natural resource management policies which strike. a balance between economic growth and
conservation of precious natural resources. Balanced solutions require a focus on long term
economic and environmental goals, rather than short term economic gains or environmental
exclusionary policies. PERM supports a conservation rather than a preservation approach to
resource management. Natural resources can be protected for the future without being locked
up and kept from public use through proper economic resource management. PERM will
educate and enlist the public to protect natural resources through proper economic resource
management, and use all lawful means to carry out these objectives, and defense thereof.
Section 3. The official registered office of the corporation for mailing purposes is 9193 Parrish
Avenue. Elk River. Minnesota 55330.
Section 4. The activities of the corporation shall be limited to the express purposes of the
corporation. The corporation is intended to qualify as a charitable corporation under Internal
Revenue Code Section 501(c)(3). . No activity of the corporation, or its members purporting to
act in the name of the corporation, shall be carried on which will jeopardize its status as a
charitable corporation.
ARTIC~ n
MEMBERSHIP
Section 1. Any person who supports the purposes of the organization shall be eligible to be a
member.
Section 2. Each member is expected to make an annual contribution of at least Twenty-five
Dollars ($25.00) to the organization.
Section 3. Any member may be removed for good cause, by a majority vote of the board. The
board may provide, by appropriate resolution, that the violation of any rule or regulation of this
corporation shall constitute good cause for removal.
Section 4. Each member is entitled to one vote upon each matter submitted to a vote at a
. meeting of the membership.
ARTIC~ m
MEETINGS
Section 1. The annual meeting of the members shall be held on the first (1st) Monday in
February each year. Members shall be provided with at least two (2) weeks written notice of
the time and place of holding the annual meeting.
Section 2. Special meetings ()f the members may be called by the Board of Directors, or by
request in writing signed by Twenty-five Percent (25%) of the members delivered to the
registered office of the corporation. Notice of a special meeting, specifying the date, time,
place, and purposes of the meeting shall be provided to each member at least two (2) weeks prior
to the date of the special meeting.
Section 3. The Board of Directors shall hold regularly scheduled meetings on a quarterly basis.
These meetings should be announced in advance to members through the newsletter. Special
meetings may be called by the Chair, or any three (3) members of the board with at least one
(1) week notice, unless an members of the board waive this notice requirement.
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Section 4. A majority of the Board of Directors then in office must be present at a meeting to
constitute.a quorum for the transaction of business at a meeting.
Section S. Any action that may be taken by the Board of Directors at a meeting, may be taken
without a meeting if a consent in writing setting forth the action to be taken shall be signed
before such action by all of the directors.
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ARTIC~ IV
BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of seven (7) persons. At the first meeting of
the board following the election of the directors, the board shall elect the following officers from
their own number. (1) Chairman, (2) Vice-Chairman, (3) Secretary, (4)'Treasurer.
Section 2. The term of the Board of Directors shall be three (3) years. The initial seven (1)
person Board of Directors shall be designated to serve terms of one (two members), two (two
members), and three (three members) years. Thereafter, Directors shall be elected for the three
(3) year terms.
Section 3. Board members must be members with two (2) years of good standing with the
organization, except the initial Board and the members elected at the first annual meeting. A
Director or Officer may be removed for cause. Cause for removal shall include, but not be
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limited to, the breach of duties as set forth in Article IV, Section 4 of these Bylaws. A Director
or Officer may be removed by a two-thirds (2/3) vote of those members present at such meeting,
provided a quorum is present. Notice of the meeting at which a removal is to be considered
shall be given to each member and shall include the purpose of the meeting. The Director or
Officer shall be given a written statement of the particular reasons for removal against him or
her at least one (1) week prior to the meeting. At the meeting, the person considered for
removal shall be given opportunity to respond fully to all allegations. If a Director or Officer
is removed or resigns, a replacement shall be elected at that same meeting, and such replacement
shall serve out the remaining term of the removed person.
Section 4. The duties of the Board of Directors shall be to investigate and approve all methods
of fundraising, and allocation of funds in accordance with state and federal law . The Board shall
approve all organization activities. Standing committees, special committees, and task forces
shall be approved by the Board of Directors. The Board shall have the authority to open bank
accounts in the organization's name, and to regulate withdrawals therefrom. The members of
the Board of Directors shall act as trustees with fiduciary obligation to members of the
organization and to state and federal authority.
The duties of the Chair shall be to convene regularly scheduled meetings or arrange for another
member of the Board to preside at the meeting. The Chair shall establish all committees and
committee chairpersons, subject to the Board's approval. The Chair shall perform such other
duties enforcing the due observance of these Bylaws and see that other officers perform the duties
assigned to them. .
The Vice-Chair, in case of absence, removal, or inability of the Chair to act, shall have all the
authority and perform the duties of the Chair.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the
taking of minutes at all Board meetings, sending out meeting announcements, distributing copies
of minutes and the agenda to each Board member, and assuring that corporate records are kept.
The Treasurer shall keep the financial books and records of the corporation, shall be responsible
for disbursements, maintain a record of contributions and fundraising projects, and make a report
at each Board meeting. The Treasurer shall chair the Financial Committee, assist in the
preparation of the budget, help develop fundraising plans, and make financial information
available to the Board, members, and the public.
ARTIC~ V
STANDING COMMITTEFS
Section 1. Flnancial Committee. The Treasurer shall be the chair of the Financial Committee,
which shall include three (3) other Board members. The Financial Committee is responsible for
developing and reviewing fiscal procedures, a fundraising plan, and annual budget. The Board
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of Directors must approve the budget and all expenditures within the budget. Any major change
in the budget must be approved by the Board. The fiscal year shall be the calendar year.
Annual reports are required to be submitted to the Board showing income, expenditures, and
pending income. The Financial Committee is responsible for filing all necessary tax reports and
forms required by law. The financial records of the organization are public information, and
shall be made available to the membership, the Board, and the public.
Section 2. Membership Committee. The Membership Committee shall maintain a current list
of members, develop and assist in recruiting and retaining members, and encourage them to
participate in PERM activities.
Section 3. Newsletter Committee. The Newsletter Committee shall be responsible for the
publication and distribution of the PERM Newsletter. It is understood that a portion of the
membership dues is intended to assist in the publication of the newsletter.
Section 4. Conservation Committee. The Conservation Committee shall be authorized to use
all lawful means to promote conservation and protect natural resources through proper economic
resource management not specifically prohibited in these Bylaws or by the Board of Directors.
ARTICLE VI
TEMPORARY COMMITTEFS
Section 1. The Chair may appoint and dissolve temporary committees and task forces and their
chairpersons as may be necessary, subject to the Board's approval. Chairpersons and members
of temporary committees and task forces need not be members of the Board of Directors.
ARTIC~ VB
PERSONAL UABILITY
Section 1. No personal liability . Neither the members of PERM, its Board of Directors, or its
incorporators will be personally liable for any of the corporate obligations incurred by this
organization, pursuant to the provisions of Minnesota Statutes, Section 317.A-257.
ARTICLE vm
AMENDMENTS
Section 1. All questions as to the interpretation or construction of these Bylaws are to be
referred to the Board of Directors for a decision.
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Section 2. All procedures not prescribed by these Bylaws shall be governed by Roberts' ~
. of Order.
Section 3. These Bylaws are fundamental and shall not be amended or repealed except by a two-
thirds (2/3) vote of the members.
~fse Bylaws were approved at a meeting of the Board of Directors of PERM on
. ~,~,7y, 1993.
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SECRETARY OF STATE
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CERTIFICATE OF INCORPORATION
I, Joan Anderson Growe, Secretary of State of
Minnesota, do certify that. Articles of IncorporatIon,
duly signed and acknowledged under oath, have been filed on
this date in the Office of the Secretary of State, for the
incorporation of the following corporation, under and in
accordance with the provisions of the chapter of Minnesota
statutes listed below.
This corporation is now legally organized under the
laws of Minnesota.
Corporate Naae, PROPER ECONOMIC RESOURCE MANAGEMENT,
INC.. (PERn)
Corporate Charter Number. IJ-130
Chapter Formed Under. 317A
This certificate has been issued on 05/20/1993.
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Sec,etarv of Stale.
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STATE OF MINNESOTA
HUBERT H. HUMPHREY DI
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OfTICE OF 11IE ATTORNEY GENERAL
June 30, 1994
IUSIN!SS ItI!CM.AJIOItf RCnON
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.., MIHNESOTA I'I'UET
1T.,,AUl..MN S'IOI.'IXl
1ZLI!I'HDNE: (112) .....12
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. PROPER ECONOMIC RESOURCE MANAGEMENT INC
9193 PARRISH AVE
ELK RIVER MN 55330
Re: InUial Registration With the Attorney General'. OffICe
Dear Sir or Madam:
This office has received and reviewed the registration materials filed by the above
charitable organization. All materials have been properly filed as required. Consequently,
your organization is currently registered with the Attorn;ey General pll1"lUlU1t to Minn. Stat.
cb. 309.
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Since many grant making organizations and foundations require evidence of registration
with this office, we suggest that you retain this letter in your flies.
Six months after the close of the organization's fIScal year, the charity'. annual report
and financial statement will be due.
Very truly yours,
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ANNE M. HENSELER
Legal Assistant
Charities Division .
Telephone: (612) 296-6172
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MINNESOTA SECRETARY OF STATE
ANNUAL REGISI'RATION
MINNESOTA NONPROFIT CORPORATION
Minnesota Statutes Chapter 317 A
_Effective August 1, 1989, all nonprofit corporations are required to lile an annual registration once ewry calendar
~ear.
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1. Corpomlo Clar1llr Numbor
13-130
PLEASE READ ALL INFORMATION BELOW
Items 1 through 4. II pre-printed, rlSt lnlonnation
currenUy on fde with 1I1e Office of 1he Secrelaly
of State. II items 2-4 are no longer current. you
must complete 1I1e amendment of articles of incor-
poration found on 1I1e reverse side of 1I1is form.
There is a $35.00 fee for filing an amendment
2. Corpomlo Na"",
Proper Economic Resource
Management, Inc., (PERM)
3. Rogiste...d om... Address (CorrpB'" ...t address. or NrallOulo and
n.n.IItH.I& box number.)
9193 Parrish Avenue
Elk River, MN 55330
4. Rogiste...d Agent (l8q.....d only . en agent Is listed n !he original
8ltlcIos of InoorpOtatlon or oubsequent ."",ndmenlS)
Mark Rotz
Effective August 1. 1992, all nonprofit corporations
must provide the full name of its corporate
president on the Annual Registration.
5. Name 01 Corpora'" Prosldent (pie... pdnl)
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6. Does this corporation own, lease. or have any financial interest in agriculluralland or land capable of being
farmed in Minnesota? (check one) Yes _ No -A
7. Name and Telephone number of contact person lor 1I1e corporation:
Mark Rotz
(612 )441-3411
Signature of authorized officer or representatiw (original signature is required, photocopy or facsirrile not acceptable)
Signature
Dale
In January of each year a pre-printed Annual Registration is sent to 1I1e regjstered office address on file with the
Secretary of State. The Annual Registration must be liIed no later than December 31 of each year.
There is no fee for filing 1I1e Annual Registration; however. failure to file 1I1e registration will result in 1I1e toss of
corporate good standing and win require a $25.00 reinstatement fee.
Failure to file an Annual Registration for 1I1ree consecutive years will result in 1I1e statutory dissolution of the
corporation, by the Secretary of State.
If you have any questions. please contact 1I1e Secretary of State's office at (612)296-2803.
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Return 1I1is form to:
Secretary of State
555 Park SI., Suite 402
St. Paul, MN 55103-2110
G7llZ1053 _. 1211I2
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