BYLAWS
OF
GATEWAY REDEVELOPMENT GROUP

ARTICLE 1
NAME AND PRINCIPAL OFFICE OF REDEVELOPMENT GROUP

Section 1.01	The name of the Redevelopment Group shall be “Gateway Redevelopment Group” (hereinafter referred to as the "Redevelopment Group").  Its principal office will be located in the City of Davenport in the State of Iowa, within the Hamburg Historic District.

Section 1.03	The Redevelopment Group shall meet all legal requirements in the jurisdiction in which the Redevelopment Group conducts business or is incorporated, and shall conduct its affairs in such manner as is consistent with the qualification of this Redevelopment Group under Section 501 (c) (3) of the Internal Revenue Code of 1954 (as amended).

ARTICLE II
PURPOSES

Section 2.01	The Redevelopment Group is organized to operate exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 (as amended), and, more specifically:

1.	To discover and memorialize the history and architecture of the Hamburg Historic District of Davenport, Iowa, and its surrounding areas;
2.	To research, restore, stabilize, discover, purchase or otherwise procure and assure the redevelopment and preservation of the buildings of the Hamburg Historic District for the sake of our descendants;
3.	To assist in the redevelopment and marketing of vacant structures to further assure their preservation;
4.	To offer support and assistance in the process of restoration;
5.	To support our neighborhood associations;
6.	To hold meetings and other activities for the instruction and information of members and the public;
7.	To accept donations of money, real property or other property for the above purposes.

Section 2.02	For purposes of the Redevelopment Group, the boundaries of The Gateway Redevelopment Group shall be as follows:  the area bounded on the North by Locust Street, on the South by River Drive, on the East by Main Street, and on the West by Marquette Street.  The Hamburg Historic District is a part of this area, and is wholly included within these boundaries.

ARTICLE III
MEMBERS

Section 3.01	Any individual of legal voting age, or corporation, who supports the purposes of the Redevelopment Group, may become a regular member of the Redevelopment Group by filing an application in such form as the membership shall establish from time to time, and subject to the payment of such dues as the membership shall establish from time to time.  Any individual or corporation thus admitted to regular membership shall be entitled to one vote.

Section 3.02	The voting privileges of any member shall vest thirty (30) calendar days after the payment of annual dues, and shall persist until thirty (30) calendar days after the end of the fiscal year in which such dues are paid.

Section 3.03	A member may resign at any time by submitting written notice of resignation to the Secretary.

Section 3.04	The Board of Directors, with the approval of the membership, may establish an associate class of membership of the Redevelopment Group.  Associate members may be individuals of legal voting age, or corporations, who support the purposes of the Redevelopment Group, but do not otherwise meet the criteria for regular membership set forth in Section 3.01.  An associate member has no voting privileges in the Redevelopment Group.

ARTICLE IV
MEETINGS OF MEMBERS

Section 4.01	The regular meetings of the membership shall be held at such place or places, either within or without the State of Iowa, as shall be designated by the Board of Directors.

Section 4.02	The Annual Meeting of the Redevelopment Group shall be held in January of each year on the date fixed by the Board of Directors.  A report of the meeting and the activities of the Redevelopment Group for the preceding year shall be delivered to all members following the Annual Meeting.

Section 4.03	Special meetings of the members may be called by one third (1/3) of the Board of Directors, and shall be called by the President upon written application of twenty percent (20%) of the members of the Redevelopment Group.

Section 4.04	Written notice of each meeting of the members, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than seven (7) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President or Secretary, to each member, subject to waiver of notice as provided in the Nonprofit Corporation Act of the State of Iowa.

Section 4.05	A quorum for the conducting of business at any membership meeting shall be not less than twenty percent (20%) of the current voting members of the Redevelopment Group.

Section 4.06	Meetings shall be conducted according to Robert’s Rules of Order, 10th Edition, as the same now exist or hereafter may be revised from time to time.

ARTICLE V
BOARD OF DIRECTORS

Section 5.01	The Board of Directors of the Redevelopment Group shall consist of the President, Vice President, Secretary, Treasurer and three Directors At Large to be elected from the membership.  All officers and directors must be regular members of the Redevelopment Group.  Officers and directors shall be elected at each Annual Meeting of the membership, and shall serve a term of one (1) year.  The Board will meet from January through December.

Section 5.02	Any vacancy occurring on the Board of Directors shall be filled by the affirmative vote of a majority of the members present at the next regular meeting, provided time exists to notify the membership of such election.  An officer or director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.  An officer or director may resign at any time by submitting written notice of such resignation to the Board of Directors.  An officer or director may be removed at any time, with or without cause, by the affirmative vote of two thirds (2/3) of the membership.

ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS

Section 6.01	Meetings of the Board of Directors, regular or special, may be held at such place or places, within or without the State of Iowa, upon not less than two (2) days notice to each Director either personally or by other accepted means, subject to waiver of notice as provided in the Nonstock Corporation Act of the State of Iowa.  Neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.  Regular meetings of the Board of Directors shall be held at least once each year, or more often as established by resolution of the Board of Directors.  Special meetings of the Board of Directors may be called by the President upon written request of a majority of the Directors in office.

Section 6.02 Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 6.03	Meetings shall be conducted according to Robert’s Rules of Order, 10th Edition, as the same now exist or hereafter may be revised from time to time.

ARTICLE VII 
COMMITTEES

Section 7.01	The Board of Directors shall act as an Executive Committee.  Other committees may be designated and appointed by the President at a meeting of the membership at which a quorum is present.  These committees shall serve and be constituted only as long as the task for which they were appointed remains, or until the time of the next Annual Meeting of the Redevelopment Group.  These committees report to the Board of Directors, and may not act independently in the name of the Redevelopment Group.

ARTICLE VIII
OFFICERS AND DIRECTORS

Section 8.01	The officers and directors of the Redevelopment Group shall be elected at each Annual Meeting by the membership as set forth in Section 5.01 and shall consist of the President, Vice President, Secretary, Treasurer and three (3) Directors At Large.  No one person may hold multiple offices in the Redevelopment Group at any time.

Section 8.02	The Board of Directors may require any officer, director or employee of the Redevelopment Group to give bond to the Redevelopment Group with sufficient sureties, conditioned upon the faithful performance of the duties of the respective office or employment.

Section 8 03	An officer or director may be removed at any time, with or without cause, by the affirmative vote of two thirds (2/3) of the membership.  Any vacancy occurring in any office of the Redevelopment Group (other than a vacancy resulting from normal expiration of a term of office) shall be filled in the manner prescribed in Section 5.02 for members of the Board of Directors.

Section 8.04	The President shall be the chief executive officer of the Redevelopment Group, with general and active management of the affairs and property of the Redevelopment Group.  The President shall preside at all meetings of the Board of Directors and at all meetings of the membership.  The President shall see that all orders and resolutions of the Board of Directors and of the membership are carried into effect.

Section 8.05	The Vice President shall respectively have such powers and perform such duties as may be assigned by the Board of Directors.  In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President.

Section 8.06	The Secretary shall keep the minutes of all meetings of the Board of Directors, and of all meetings of the members.  The Secretary shall give, or cause to be given, proper notice of all meetings of the Board of Directors and the membership.

Section 8.07	The Treasurer shall have the custody of all funds and securities of the Redevelopment Group, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Redevelopment Group, and shall be responsible for depositing all monies in the name and to the credit of the Redevelopment Group in such depositories as may be designated by the Board of Directors.  The Treasurer shall be responsible for disbursing the funds of the Corporation in accordance with the directions of the Board of Directors, and shall render to the Board of Directors, at its regular meetings, or whenever the Board of Directors so requires, an account of all transactions executed as Treasurer, and of the financial condition of the Redevelopment Group.

ARTICLE IX
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 9.01	Except as the Board of Directors may generally or in particular cases authorize the execution thereof in some manner, all checks, drafts and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Redevelopment Group by any two (2) of the following officers:  namely the President, Vice President, Secretary or Treasurer, or such other officers, or agents or employees of the Redevelopment Group, as may, from time to time, be designated by the Board of Directors with the approval of the membership.  All instruments for the transfer of personal property other than securities, all instruments of conveyance of real property and all contracts and agreements shall be signed by such officers or agents or employees as the Board of Directors shall direct, with the approval of the membership, and in any event, they may be signed by any two (2) of the following officers:  namely the President, Vice President, Secretary or Treasurer.  The Board of Directors may authorize and empower any one or more officers or agents or employees of the Redevelopment Group to execute and deliver any and all papers and documents, or to do other acts on behalf of the Redevelopment Group, including any acts required or convenient in dealing with government authorities.

Section 9.02	All funds of the Redevelopment Group shall be deposited from time to time to the credit of the Redevelopment Group in such banks, trust companies or other depositories as the Board of Directors may designate.

Section 9.03	The Board of Directors may accept, on behalf of the Redevelopment Group, any contribution, gift, bequest or device for the general purposes or for any special purpose of the Redevelopment Group. 

Section 9.04	The Board of Directors shall prepare an estimated annual budget, to be presented at the first membership meeting of each fiscal year, for the approval of the membership.

Section 9.05	The Board of Directors may, during any even numbered year in which the Treasurer is to be elected, as provided in Section 5.01, authorize an independent review of the financial statements and records of the Redevelopment Group, to be presented at the Annual Meeting of the Redevelopment Group.

ARTICLE X
DUES

Section 10.01	The members may determine from time to time the amount of annual dues, if any, payable to the Redevelopment Group by regular and associate members.

ARTICLE XI
LOGO AND NAME

Section 11.01	The Board of Directors may, by affirmative vote of the majority of the members present at meeting at which a quorum is so disposed, adopt a logo for the Redevelopment Group.

Section 11.02	No person may make use of the name “Gateway Redevelopment Group”, or the logo of the Redevelopment Group, without explicit written permission of the Board of Directors.

ARTICLE XII
FISCAL YEAR

Section 12.01	The fiscal year of the Redevelopment Group shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XIII
INUREMENT AND CONFLICT OF INTEREST

Section 13.01.	No member of the Redevelopment Group shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Redevelopment Group, except as otherwise provided in these Bylaws.

Section 13.02.	No officer, director, appointed committee member or authorized representative of the Redevelopment Group shall receive any compensation, or other tangible or financial benefit for service on the Board.  However, the Board may authorize payment by the Redevelopment Group of actual and reasonable expenses, supported by written receipts, incurred by an officer, director, committee member or authorized representative regarding attendance at Board meetings and other approved activities.

Section 13.03.	The Redevelopment Group may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of the Redevelopment Group and any corporation, partnership, Redevelopment Group or other organization in which one or more of the Redevelopment Group’s directors, officers, appointed committee members or authorized representatives are: directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:

1.	The facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the Board of Directors prior to commencement of any such contract or transaction;
2.	The Board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract;
3.	The contract or transaction is fair to the Redevelopment Group and complies with the laws and regulations of the applicable jurisdiction in which the Redevelopment Group is incorporated at the time the contract or transaction is authorized, approved or ratified by the Board of Directors.

Section 13.04.	All officers, directors, appointed committee members and authorized representatives of the Redevelopment Group shall act in an independent manner consistent with their obligations to the Redevelopment Group and applicable law, regardless of any other affiliations, memberships, or positions.

Section 13.05.	All officers, directors, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the Redevelopment Group has entered, or may enter, into contracts, agreements or any other business transaction, and shall refrain from voting on, or influencing the consideration of, such matters.

ARTICLE XIV
INDEMNIFICATION

Section 14.01.	In the event that any person who is or was an officer, director, committee member, or authorized representative of the Redevelopment Group, acting in good faith and in a manner reasonably believed to be in the best interests of the Redevelopment Group, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the Redevelopment Group), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated.  Where the representative has been successful in defending the action, indemnification is mandatory.

Section 14.02.	Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these Bylaws.

Section 14.03.	To the extent permitted by applicable law, the Redevelopment Group may purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee, trustee, agent or authorized representative of the Redevelopment Group, or is or was serving at the request of the Redevelopment Group as a director, officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise.

ARTICLE XV
AMENDMENTS

Section 15.01	These Bylaws may be altered, amended or repealed and new Bylaws adopted, by a two thirds (2/3) majority vote of the members at any regular or special meeting, provided that notice of such action has been included in the meeting notice, and that such notice was provided in accordance with Section 4.04; and provided that no such action shall be taken if it would in any way adversely affect the qualification of this Redevelopment Group under Section 501 (c)(3) of the Internal Revenue Code of 1954 (as amended).

ARTICLE XVI
DISSOLUTION

Section 16.01	In the event of the dissolution of the Redevelopment Group, all its assets remaining, after the payment of all debts and obligations of the Redevelopment Group, shall be distributed to such one or more organizations which have purposes and objects similar to those of this Redevelopment Group and are exempt from United States income taxes under the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1954 (as amended), as the Board of Directors may select, and if more than one, in such shares and proportions as the membership may determine.