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Members
• Thomas Dale Planning Council -- District 7
• Summit University Planning Council -- District 8
•  Hamline Midway Coalition -- District 11
•  St. Anthony Park Community Council -- District 12
•  Merriam Park -- District 13
  Aurora St. Anthony Neighborhood Development Corporation
•  Model Cities of St. Paul, Inc.
•  Snelling Area Business Initiative
• Greater Frogtown Community Development Corporation
•  Prospect Park East River Road Improvement Association

Affiliate Organization
 • The District Councils Collaborative
 
University UNITED  A Coalition of Midway Citizens and Businesses

 

University UNITED Mission:

To plan for and implement commercial, housing, and transportation development that will benefit area residents and businesses; to build relationships among member organizations that strengthen each organization and the community as a whole; to advocate for public and private decisions that will benefit the community.


ABOUT UNIVERSITY UNITED

Click on the below links for information on:
  1. Aerial Photo of Corridor and Member Organizations
  2. Contact Information
  3. Organizational Structure
  4. Geographic Area
  5. History
  6. Staff Members
  7. Board Members
Contact Information

Address:
University United
1954 University Ave., Suite 1
St. Paul, MN 55104

Phone:
(651) 647-6711
Fax:
(651) 641-0293

Brian McMahon, Executive Director
Phone: (651) 647-6711
Fax: (651) 641-0293
Email:bmcmahon@universityunited.com

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Organizational Structure

University UNITED is a coalition of 12 community organizations and several businesspeople that represent the business and neighborhood stakeholders in UNITED's geographical area of focus (from the Minneapolis border to the West, to Rice Street to the east; and from I-94 to the south, to the Burlington Northern train tracks to the north).

University UNITED is governed by a 18-member board. UNITED's dual constituency of business and neighborhood groups works together to identify and address issues that are important to the community. Because UNITED's geographical area transcends neighborhood boundaries, the organization is uniquely positioned to produce tangible results on issues that affect the entire area. All of University UNITED's programs complement and strengthen one another and collectively reflect the organization's mission and goals. This model insures accountability to the entire community and maintains University UNITED's focus on the big-picture in the Midway district.

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Geographic Area

The Midway district, which encompasses many neighborhoods that border the five-mile stretch of University Avenue from St. Paul's western border to the state Capitol, is a diverse corridor of residential, industrial, and commercial uses. The western edge of the district is largely industrial. The eastern part of the district is being revitalized by Asian and other small businesses. The district is surrounded by 6 major colleges and universities, and sits in the critical space between downtown Minneapolis and downtown St. Paul. The Midway employs more than 50,000 workers and is home to more than 75,000 increasingly diverse residents.

This corridor is a major economic asset in the heart of St. Paul and is at the geographic center of the Twin Cities Metropolitan Area. The district is currently a mix of areas of economic prosperity, areas of severe economic neglect, and everything in between. But for the first time in a very long while, the Midway district has become the focus of a great deal of new development. Furthermore, as talk of connecting downtown Minneapolis and downtown St. Paul via light rail transit becomes increasingly serious, the Midway is potentially entering a period of significant transition. At this critical time, University UNITED is in a position to play a leadership role in insuring that this transition benefits the Midway's residents and businesses.

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History
Brief Historical Overview of University UNITED:
A Coalition of Midway Businesses and Residents Summary

Revised August 18, 2008

In 1977, Midway Civic and Commerce leaders Bill Huestis and Henry Kristal sought to improve the Midway business community's relationship to the area residential community by inviting the district councils bordering University Avenue to participate in Midway Civic and Commerce's Economic Development Committee meetings. In 1981, University UNITED was founded as an outgrowth of these meetings. Also in the 1970's, the U.S. Small Business Administration set up a program to work with local agencies called Local Development Companies to funnel low-interest loans to small businesses. Three of these LDC's appeared on the University Avenue corridor in the late 1970's, later merging to form the University Midway Local Development Company, which in turn formally merged with University UNITED in 1991.

A watershed moment in UNITED's history was the effort, led by Chair Bruce Davis in 1987, to raise funds for the commissioning of a comprehensive planning study for the University Avenue Corridor. The University Avenue Corridor Study, completed in 1988 by the firm of Dahlgren, Shardlow, and Uban described the potential for new commercial and housing development along the corridor and was adopted into the City Comprehensive Plan.

UNITED's first and largest implementation project was the International Marketplace Project, funded with $1.5 million in federal Urban Revitalization Action Program (URAP) dollars by the City of St. Paul. This program including financing for the creation of International Plaza (an Asian/International mini-mall), streetscape improvements including new ornamental street lanterns, and façade improvements for businesses in the two blocks between Western and Mackubin. By 1993, the program had leveraged: $3.4 in private investment; the creation of 65 full-time, 12 part-time jobs and 35 new businesses; 17 facade improvements; and 17 new double-lantern street lights.

In 1990 UNITED established the University/Dale Task Force, which helped facilitate the closing of the pornographic Faust Theatre and led to the City putting out an RFP for development of the southwest corner.

UNITED's first staffperson, Dave Gagne, was first hired as coordinator of the URAP program. Under Gagne's leadership UNITED undertook several new projects, including the "Gateway" Project to revitalize University and Raymond and the Commercial Revitalization Project for façade improvements between Lexington and Rice.

UNITED's next major endeavor was the Business Retention and Expansion survey of 1995, which led to the creation of a number of programs, most notably the Midway Job and Opportunity Fairs. The BR&E study, led by UNITED's first full-time executive director Michael Darger, looked at the needs of 31 Midway manufacturing firms that paid living wage wages and had an interest in expanding. The survey found that the issue of greatest concern to these companies was finding, retaining, and training a quality workforce. Over a span of five years, eight Midway Job and Opportunity Fairs and more than a dozen workshops would involve more than 200 employers and thousands of jobseekers in an effort to make employment connections between Midway residents and businesses. UNITED's BR&E Program, which also included a School/Business Partnership, a CEO of Manufacturers Roundtable, and the Midway Commercial Space Inventory, won an "Exemplar" award from BR&E International in 1998.

In the mid-to-late 1990's UNITED spearheaded task forces on several issues related to crime prevention issues including prostitution, "cruising" on University Avenue and crime problems facing new immigrant business owners on University Avenue. Under the leadership of Executive Director Irene Rodriguez, the latter effort led to the creation of the Empowerment of New American Business Leaders (ENABLE) Program, a partnership between UNITED, the St. Paul Police Department, and other community stakeholders. In 1999 and 2000, the ENABLE Program won national recognition as a model of community-oriented policing.

In 1997 UNITED led an effort called the Midway Design Collaborative, which established the University Avenue Development Principles, and evolved into the University Avenue Corridor Initiative (UACI). In 2000, UNITED, the UACI, and the Midway Chamber jointly created the Crime Prevention Through Environmental Design (CPTED) STAR Program, which was awarded $300,000 in City STAR monies to help University Avenue businesses make exterior improvements consistent with CPTED principles.

In 2001, new Executive Director Brian McMahon helped complete the merger of University UNITED and the University Avenue Corridor Initiative, which refocused UNITED on issues of bricks and mortar development and planning. Also in that year, UNITED worked with nonprofit housing developer Central Community Housing Trust to propose Lexington Park, a 300-350 unit mixed-use housing development on the southwest corner of University and Lexington, as an alternative to a proposed Home Depot. Later in 2001, UNITED released a report entitle Student Housing Options in the Midway which detailed an opportunity to locate student housing for area colleges and universities on University Avenue.

In 2001 UNITED partnered with the City of St. Paul to apply for - and received - a $70,000 grant from the Metropolitan Council for a study of transit-oriented development opportunities at some of the major transit nodes of the University Avenue Corridor. Delving into the area of housing for the first time, UNITED's board also passed a resolution in 2001 calling for the creation of 2,000 new housing units in the corridor over the next decade. In that year UNITED released its first ever newsletter, Corridor Connections, and create its first website, www.universityunited.com.

In 2002, UNITED's board approved a resolution adopting Transit-Oriented Development (TOD) as the framework by which the organization will judge development proposals on the University Avenue corridor. As part of a community education effort surrounding the issue of TOD, UNITED organized a lecture series entitled "Making a Great Street" which featured experts in the areas of housing, transportation, public art, etc., and an exhibit entitled "Big Plans." The lecture series, exhibit and many other community meetings in 2002 are being held in UNITED's new Planning Center, a new space dedicated to these kinds of programming.

Over the years, the focus of University UNITED has varied and evolved from small business lending to façade improvement programs, from major redevelopment initiatives to crime prevention work, and from workforce development initiatives to housing initiatives. The common thread of all of these programs and projects has been the business and residential communities working together for the betterment of the University Avenue corridor.

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Staff Members

Brian McMahon, Executive Director: Brian started as Executive Director of University UNITED in January 2001. A trained architect, with degrees from the University of Notre Dame and the Pratt Institute School of Architecture, he has been working in the urban planning and redevelopment field for over 20 years. He operated a real estate brokerage and development company, and has completed a number of housing and mixed-use projects. Recently he has worked as a consultant to community groups, focusing on commercial corridor redevelopment projects. In addition, he has received a number of research grants from, among others, the Minnesota Humanities Commission and the Minnesota Historical Society, and has written widely on the subject of urban history.

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University UNITED Board Roster, 2008-2009

Organizational Representatives:

  • Antonio Jose Fischer, District 7 Planning Council
  • Sherm Eagles, St Anthony Park Community Council
  • Dan Kravetz, Aurora-St Anthony NDC
  • Irna Landrum, Summit-University Planning Council
  • Mike Madden, Union Park Community Council
  • Arie Kroeger, Hamline Midway Coalition
  • Brenda Bailey, Model Cities of St. Paul, Inc.
  • Philip Anderson, Prospect Park East River Road Improvement Association
  • Jill Henrickson, Greater Frogtown Community Development Corporation
  • Jonah Ogiamien, Snelling Area Business Association

Business Representatives:

  • Lao Lu Hang, Western Bank
  • Mike Baca, Impressive Print
  • Betty Charles, Shear Pleasure Salon
  • Nghi Huynh, Asian American Press
  • Ann. C. Kaluzny, Travelers Company
  • Richard Faricy FAIA, Architect
  • Alan Peterson, Realty Matrix
  • Pete Vang, Vang Dental Clinic

Programs of University UNITED:

U-PLAN
District Councils Collaborative
University Avenue History Group

Affiliated Organization:

University Avenue Business Association
Frogtown Rondo Partnership

University UNITED Funders:

  • McKnight Foundation
  • Minneapolis Foundation
  • St. Paul Travelers Foundation
  • City of St. Paul
  • Metropolitan Council/Metro Commuter Services (contract with Midway TMO)
  • Bikes Belong Foundation (Midway TMO)
  • Saint Paul Foundation
  • The Bigelow Foundation
BY-LAWS OF UNIVERSITY UNITED
(adopted June 21, 2004)

ARTICLE I
MISSION

Section 1. Service area. University UNITED (the "Corporation") is a coalition of community and business organizations formed to serve the University Avenue Corridor and vicinity, and individual businesspeople who conduct business within the service area. The University Avenue Corridor is that portion of the Cities of Saint Paul and Minneapolis Minnesota, described as follows: The northern boundary is the southernmost main-line railway track of The Burlington Northern and Santa Fe Railway Company, north of Pierce Butler Route; the eastern boundary is the State Capitol; the southern boundary is the center-line of Interstate 94; and the western boundary is the University of Minnesota, east-bank campus.

Section 2. Mission. The mission of the Corporation shall be:

(a) to plan for and implement commercial, housing, and transportation development which will benefit residents and businesses within the University Avenue Corridor, and be consistent with Transit-Oriented Development Guidelines published by the Metropolitan Council.

(b) to build relationships among member organizations which strengthen each organization and the University Avenue Corridor as a whole;

(c) to promote the University Avenue Corridor as a place to live, work and conduct business; and

(d) to advocate for public and private decisions which benefit the University Avenue Corridor, but no substantial part of the activities of the Corporation may include the carrying on of propaganda or otherwise attempting to influence legislation.

Section 3. Vision. The vision of the Corporation is that the University Avenue Corridor will be a vital, thriving, metropolitan hub which enhances people's quality of life and economic well-being.

ARTICLE II
MEMBERSHIP

Section 1. Voting members. The voting members of the Corporation shall be those community and business organizations and individual businesspeople within or serving the University Avenue Corridor which/who have applied and been admitted to membership as voting members. There shall be no more than eight (8) individual businesspeople admitted as voting members. A list of the voting members of the Corporation as of the date specified therein shall from time to time be attached to these By-laws as Exhibit A.

Section 2. Voting. While organizational members are responsible for appointing or electing a director and (if they choose) an alternate, to facilitate the decision-making process directors will vote with individual autonomy.

Participation by a voting member shall be by a representative herein after referred to as a "director" or an "alternate." Written notice must be given to the organization by each voting member of the names of each director and alternate (including any temporary alternate) before such director or alternate shall be entitled to participate as a director of the Corporation. Each voting member is entitled to one vote.

Section 3. Changes in voting membership. Admission or removal of a voting member may be effected by a two-thirds vote of the then-existing voting members present and voting at an annual meeting or at a special meeting called expressly for the purpose of admitting or removing such member. The resignation of a member pursuant to Section 7 of this Article shall upon its effect automatically cause the removal of the resigned member as a member of the Corporation.

Section 4. Non-voting members. The Board of Directors may establish classes of non-voting members based upon such criteria as it shall from time to time determine. Non-voting members shall be admitted or removed from membership by action of the Board of Directors, where written notice of the proposed action has been given to the members and their delegates and alternates personally or by mail (postage prepaid), electronic mail, or facsimile at least five (5) business days prior to the meeting.

Section 5. Interest in property. The members of the Corporation shall not, as such, have any right, title or interest in the real or personal property of the Corporation.

Section 6. Dues. The Board of Directors shall have the right to determine the dues or other payments to be made by the members of the Corporation.

Section 7. Resignation. Any member may resign its/his/her membership at any time by giving written notice to the Board of Directors or to the Chair. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any member which/who resigns as a member of the Corporation shall not be entitled to a refund of any dues or other payments made to the Corporation.

Section 8. Termination of participation. Any voting member which/who is not represented by a director or alternate at three consecutive meetings of Board of Directors shall be given notice that its/his/her status as a voting member will terminate unless evidence of the member's intention to participate is provided to the Executive Committee prior to the next meeting. If no timely response to the notice is received by the Executive Committee, the member will be terminated as a voting member, but may reapply for voting membership if so desired.

ARTICLE III
BOARD OF DIRECTORS

Section 1. Selection of directors. The Board of Directors of the Corporation shall consist of natural persons appointed or elected by the voting members of the Corporation. Each voting member shall be entitled to appoint or elect one (1) director and one (1) alternate to represent the member on the Board of Directors. Only directors shall be entitled to make and second motions and vote on matters before the Board of Directors, but alternates shall be entitled to participate in debate. If and so long as any director elected or appointed by a member is absent at a meeting of the Board of Directors, the alternate elected or appointed by the member who is present at the meeting shall be seated as a director and shall be considered for all purposes of these Bylaws (including determination of a quorum, making and seconding of motions, and voting) as a director. Each member shall be entitled to elect or appoint a temporary alternate to represent the member on the Board of Directors in the event the director and alternate are both unable to attend a meeting of the Board of Directors.

Section 2. Term. Except as otherwise provided herein, each director and alternate on the Board of Directors of the Corporation shall be appointed/elected to serve for a term of one year. A director or alternate shall hold office for the term for which he or she was appointed/elected and until her or his successor has been appointed/elected and such successor has qualified, or until the director's or alternate's prior death, resignation or removal. No person shall serve on the Board of Directors, as a director or alternate for consecutive terms, either full or partial, aggregating more than six years. Any director or alternate appointed/elected by a member shall cease to be on the Board of Directors if the member appointing/electing such director or alternate shall remove such person as its Director or alternate or the member ceases to be a member of the Corporation.

Section 3. Removal and vacancies. Any director or alternate may at any time be removed with cause by a two-thirds vote of the Board of Directors. The director or alternate in question shall have no vote on the matter. Action to remove the director or alternate shall be preceded by notice to the member appointing/electing the director or alternate stating the reasons for considering the proposed action. If the member does not respond or take action acceptable to the Board within sixty (60) days, the Board may act to remove the director or alternate. Any vacancy occurring because of the death, written resignation or removal of a director or alternate shall be filled by the voting member who originally appointed/elected the director or alternate, for the unexpired term of such director or alternate.

ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Regular meetings. Regular meetings of the Board of Directors shall be held at least every two months. The meetings shall be at such time and place as shall from time to time be determined by resolution of the Board. Meetings may be held elsewhere, or at alternative times, if the notice of the meeting clearly provides so. Notice of any change in the place or time or holding any regular meeting, or of any adjournment of a regular meeting to reconvene at a different time or place, shall be given to the directors and alternates personally or by mail (postage prepaid), electronic mail, or facsimile, or by telephone, not less than two (2) days before the meeting, excluding the day of the meeting, to all directors and alternates who were absent at the time such action to schedule the meeting was taken.

Section 2. Special meetings. Special meetings of the Board of Directors for any purpose or purposes shall be called by the Chair or at the written request of any director. Such request shall state the purpose(s) for the proposed meeting. Written notice of all special meetings shall be given to the directors and alternates, stating the time and place thereof, and the purposes for which such meeting is convened, personally or by mail (postage prepaid), electronic mail, or facsimile at least five (5) business days prior to the meeting. The business transacted at all special meetings shall be confined to the subject or subjects stated in the notice and to matters germane thereto, unless all directors of the Corporation (either directors or alternates seated as directors) are present at such meeting and consent to the transaction of other business.

Section 3. Quorum. 40% of the directors of the Corporation shall be necessary to constitute a quorum for the transaction of business by the Board of Directors, and the act of a majority of the directors present at such meeting shall be the act of the Board, except where otherwise provided by statute or these By-laws. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the proportion or number otherwise required for a quorum is no longer present.

ARTICLE V
OFFICERS

Section 1. Officers. The officers of the Corporation shall consist of a Chair, a Vice Chair, a Treasurer, and such other officers as may be appointed from time to time by the Board of Directors. Directors (either directors or alternates) shall fill the offices of Chair and Vice Chair.

Section 2. Selection and removal. The Board shall elect officers at its July board meeting, with the new slate of officers to begin their term in August. The term of office of each of the officers of the Corporation shall be for one year or until the election of successors. Any officer may be removed at any time prior to the expiration of his or her term by a two-thirds vote of the Board of Directors, where written notice of the proposed action has been given to the directors and alternates personally or by mail (postage prepaid), electronic mail, or facsimile at least five (5) business days prior to the meeting. Any vacancy occurring in an executive office shall be filled by the Board of Directors, where written notice of the election has been given to the directors and alternates personally or by mail (postage prepaid), electronic mail, or facsimile at least five (5) business days prior to the meeting. No person shall serve as an officer of the Corporation for consecutive terms, either full or partial, aggregating more than three years. A person shall cease to be a Chair or Vice-Chair of the Corporation if the member appointing/electing such person shall remove such person or the member shall cease to be a member of the Corporation.

Section 3. Chair. The Chair shall work with staff to organize and set agendas for the Executive Committee; the Chair shall chair meetings of the Executive Committee, Board of Directors and members; shall serve as spokespersons for the Corporation; shall sign and deliver in the name of the Corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Corporation's organizational documents or by the Board of Directors to another officer or agent of the Corporation; shall maintain records of and, when necessary, certify proceedings of the Board of Directors and members; and shall perform other duties prescribed by the Board of Directors.

Section 4. Treasurer. The Treasurer shall monitor and provide oversight for the accurate financial records for the Corporation; shall deposit money, drafts, and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the Board of Directors; shall endorse for deposit notes, checks and drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers for the deposit; shall disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board of Directors; and shall provide the Chair and the Executive Committee upon request and the Board of Directors at each regular meeting of the Board of Directors written account of transactions by the Treasurer and of the financial condition of the Corporation.

ARTICLE VI
COMMITTEES

Section 1. Executive Committee The Executive Committee of the Corporation shall have general active management of the business of the Corporation and shall work with the staff to coordinate meetings of the Board of Directors, resolve conflicts, assure good communications with and among member organizations, promote linkages among committees and task forces, identify resources, oversee finances, and otherwise see that orders and resolutions of the Board of Directors are carried into effect. The chair shall act as chair of the Executive Committee. In the interval between meetings of the Board of Directors, the Executive Committee shall have the authority of the Board of Directors to make critical, time-sensitive management decisions, but shall at all other times be subject to the control and direction of the Board of Directors, and shall have no policy making authority except as may be expressly granted by the Board of Directors. Actions taken by the Executive Committee shall be reported in writing to the directors and alternates prior to or at the next meeting of the Board of Directors.

Section 2. Members of the Executive Committee. The Executive Committee shall include the Chair, the Vice-Chair, the Treasurer, the head of staff (if any) of the Corporation, and any others appointed by the Board of Directors. The Board shall appoint persons to the Executive Committee at its July board meeting, with the new appointed members of the Executive Committee to begin their terms in August. The term of office of each of the members of the Executive Committee shall be for one year or until the election of successors. Any member of the Executive Committee who does not serve as an officer of the Corporation may be removed from the Executive Committee at any time prior to the expiration of his or her term by a two-thirds vote of the Board of Directors, where written notice of the proposed action has been given to the directors and alternates personally or by mail (postage prepaid), electronic mail, or facsimile at least five (5) business days prior to the meeting. If any member of the Executive Committee has been appointed to the Executive Committee because such person serves as an officer or staff member of the Corporation, serves on a committee or task force of the Corporation, or serves on the staff of a member organization or governmental body, resignation or termination of such person as an officer or from the staff, committee, task force, member organization or governmental body, shall constitute resignation of such person from the Executive Committee unless the Board of Directors affirmatively votes to continue such person as a member of the Executive Committee giving regard to his or her new status. Any vacancy occurring on the Executive Committee shall be filled by the Board of Directors, where written notice of the election has been given to the directors and alternates personally or by mail (postage prepaid), electronic mail, or facsimile at least five (5) business days prior to the meeting. There shall be no limitation on the number of consecutive terms a person may serve on the Executive Committee.

Section 3. Other committees. The Board of Directors may act by and through such other committees as may be specified in resolutions adopted by the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, except as specifically provided for the Executive Committee, need not be directors or alternates.

Section 4. Task forces. The Board of Directors may establish task forces to focus on specific goals of the Corporation and outcomes. Task forces are time-limited, task-focused work groups that develop recommendations to the Board of Directors for pursuing possible action. Members of the task forces need not be directors or alternates. Task forces shall generate a work plan that outlines goals, action steps, persons responsible and expected results; shall seek representation of vested parties and active involvement of community members in the process; shall oversee any work plan approved by the Board of Directors; and shall regularly report progress to the Board of Directors. Task forces shall provide meeting agendas and minutes to the Executive Committee for regular distribution to the directors and alternates. Each task force shall at all times be subject to the control and direction of the Board of Directors.

Section 5. Meetings and voting. Meetings of each committee or task force may be held at such time and place as are announced at a previous meeting of the committee or task force. Meetings of any committee or task force may also be called at any time by the chairperson of the committee or task force or by the Chair, with notice given to the committee or task force members personally or by mail (postage prepaid), electronic mail, or facsimile, or by telephone, at least five (5) business days prior to the meeting. Appearance at a meeting is deemed to be a waiver of notice unless the committee or task force member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the committee or task force member does not participate in the meeting. At all meetings of a committee or task force of the Corporation each member thereof shall be entitled to cast one vote on any question coming before such meeting. The presence of one-third of the membership of any committee or task force of the Corporation shall constitute a quorum at any meeting thereof, but the members of a committee or task force present at any such meeting, although less than a quorum, may adjourn the meeting from time to time. A majority vote of the members of a committee or task force of the Corporation present at any meeting thereof, if there be a quorum, shall be sufficient for the transaction of business of such committee or task force. Any action that could be taken at a committee or task force meeting may be taken by written action signed by all members of the committee or task force.

ARTICLE VII
LIABILITY

Section 1. Indemnity. To the full extent permitted by any applicable law, the Corporation shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the Corporation, by reason of the former or present capacity of the person as -

(a) a member, director, alternate, officer, employee, or member of a committee or task force of the Corporation, or other person serving the Corporation in an official capacity, or

(b) a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, who while a director, alternate, officer, employee, or member of a committee or task force of the Corporation, or other person serving the Corporation in an official capacity is or was serving the other organization at the request of the Corporation or whose duties as a director, alternate, officer, employee, or member of a committee or task force of the Corporation, or other person serving the Corporation in an official capacity involve or involved such service to the other organization, against judgements, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements, and reasonable attorneys' fees and disbursements, incurred by the person in connection with the proceeding.

Section 2. Survival. The indemnification provided by Section 1 of this Article shall continue as to a person who has ceased to be a member, director, alternate, officer, employee, or member of a committee or task force of the Corporation, or other person serving the Corporation in an official capacity, shall inure to the benefit of the heirs, executors and administrators of such person, and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this Section. Any indemnification realized other than under this Section shall apply as a credit against any indemnification provided by this Section.

Section 3. Insurance. The Corporation may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a member, director, alternate, officer, employee, or member of a committee or task force of the Corporation, or other person serving the Corporation in an official capacity against any liability asserted against such person and incurred by such person in any such capacity.

Section 4. Conflicts of interest. The Corporation shall not enter into any contract or transaction with (a) one or more its directors, or alternates; or (b) an organization in or of which a director or alternate is a director, officer, legal representative, or has a material financial interest; unless the material facts as to the contract or transaction and as to the director's or alternate's interest are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the directors (without counting the interested director or directors) present at a meeting of the Board of Directors at which there is a quorum. The fact that a member organization has appointed/elected a director or alternate to represent the member on the Board of Directors of the Corporation does not, in and of itself, make that director or alternate a legal representative of such member organization. Businesspeople serve at their own pleasure and not as representatives of their employers or businesses. Failure to comply with the provisions of this Section shall not invalidate any contract or transaction to which the Corporation is party. All contracts entered into by the Corporation shall include a clause concerning conflict of interest.

ARTICLE VIII
MISCELLANEOUS

Section 1. Fiscal year. The Board of Directors shall set the fiscal year of the Corporation.

Section 2. Audit. An independent review of the financial operations of the Corporation shall be completed no less than biennially by a financial consultant selected by the Board of Directors. Additional audits shall be completed as required by the funders of the Corporation and governmental or regulatory authorities.

Section 3. Electronic communications. A member, director, alternate, or member of a committee or task force may participate in a meeting by any means of communication through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting. A conference among members, directors, alternates, or members of a committee or task force by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the members, Board of Directors, committee or task force, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

Section 4. Amendments. The Articles of Incorporation of the Corporation and these By-laws may be amended by a two-thirds vote at a duly constituted meeting of the Board of Directors. All members, directors and alternates shall be notified of any proposed amendments at least sixty (60) days prior to the action of the Board of Directors to change the By-laws. Such notice shall include the full text of the proposed amendments and the changes from the existing By-laws. Any substantive amendments made to the proposed amendments to the by-laws at the duly constituted meeting of the board of directors shall not be put to a final vote until the next regular board of directors meeting, after notice has been provided to each voting member of the full text of the final proposed amendments to the by-laws.

Section 5. Authority to borrow and encumber assets. No director, alternate, officer, agent, employee, or member of a committee or task force of the Corporation shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances.

Section 6. Deposit of funds. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors from time to time.

EXHIBIT A

UNIVERSITY UNITED
VOTING MEMBERS
as of April 21, 2003

Aurora/St. Anthony Neighborhood Development Corporation
Greater Frogtown Community Development Corporation
Hamline Midway Coalition
Lexington-Hamline Community Council
Merriam Park Community Council
Model Cities of St. Paul, Inc.
Prospect Park - East River Road Improvement Association
St. Anthony Park Community Council
Snelling Area Business Initiative
Snelling-Hamline Community Council
Summit University Planning Council
Thomas-Dale Planning Council

Sam Riesgraf, Kraus-Anderson Construction
Dee Traudt, Andy's Garage
Trish Sackrison, Western Bank


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