Nonprofit Bylaws

The New Ulm Wellness Collective-EIN 37-1967***

Articles of Incorporation

The Articles of Incorporation for The New Ulm WELLness Collective are as follows:

Article I
NAME

The name of the corporation is: The New Ulm WELLness Collective

Article II
AUTHORITY

The corporation is organized pursuant to the provisions of the State of Minnesota Nonprofit

Corporation code
Article III
DURATION; MEMBERS

The period of duration of the corporation is perpetual. The corporation initially shall not have
members, however the Board of Directors of the corporation shall have the power to admit
members to the Corporation in such manner, subject to such qualifications, and upon such terms
and conditions and with such rights and privileges as may be provided from time to time in the
Bylaws of the Corporation and as are not inconsistent with any provision of the Articles oof

Incorporation. Members may be divided into one or more classes.

Article IV
PURPOSE

This corporation is organized and operated exclusively for charitable, educational, health and
other nonprofit purposes as described by 501(c)(3) of the Internal Revenue code or the
corresponding section of any future federal tax code. The corporation exists to: fill in gaps in
current public access to maintenance of health in rural MN, to provide education and health
services and classes to the community, and to provide space to qualified practitioners and
teachers for their health-related classes and services. Substantially all of the activities of this
corporation are for such purposes and no part of the net earnings of the non-profit corporation

shall inure to the benefit of any private person or entity.

Article V
DISSOLUTION

Upon the dissolution of this corporation, assets shall be distributed for one or more exempt
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or

Attachments-The New Ulm Wellness Collective-EIN 37-1967718

corresponding section of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose.”

Article VI

REGISTERED AGENT AND OFFICE

The initial registered office of the Corporation shall be: 15 South Minnesota Street, New Ulm

MN 56073

The initial registered agent at said address shall be: Lori Jean Mathiowetz

Article VII
DIRECTORS

The management and affairs of the Corporation shall be at all times under the direction of a
Board of Directors, whose operations in governing the Corporation shall be defined by statute
and by the bylaws of the Corporation. No Director shall have any right, title, or any interest in or
to any property of the Corporation. The following persons shall serve as the initial members of
the Board until their successors are duly chosen and qualified as provided in the Corporations

Article VIII
AMENDMENT TO ARTICLES

The Corporation reserves the right to make from time to time, by vote or written assent of a
majority of the members of its Board of Directors, amendments to these Articles of Incorporation
which may now or hereafter be authorized by law, provided such amendments are approved by

the board of The New Ulm WELLness Collective.

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Board By-Laws

ARTICLE I: OFFICE
This corporation is organized and operated exclusively for health, wellness, recreation, and other
nonprofit purposes as described by 501(c)(3) of the Internal Revenue code or the corresponding
section of any future federal tax code. Substantially all of the activities of this corporation are for
such purposes and no part of the net earnings of this corporation shall inure to the benefit of any
private person or entity.
ARTICLE 2: APPOINTMENT AND REPLACEMENT OF MEMBERS
Section 1. Membership
Members of the organization are those practitioners and instructors in good standing and
currently paying monthly dues. Members agree to the organization’s membership agreement. If
found in violation of membership agreement, members are asked to meet with the Executive
Director and, if necessary, a mediator. If this is unsuccessful, membership status may be brought
before the board for dismissal consideration.
Section 2. Non-voting membership
The board shall have the authority to establish and define non-voting categories of membership.
Section 3. Additional Members.
Additional members may be admitted through application and approval of existing members.
Upon approval, application shall be presented to the board for ultimate approval. However,
should a cessation of membership cause there to be no remaining members, the Board shall
admit one or more new members.
Section 4. Resignation, Removal and Cessation of Membership.
Members may resign at any time by written notice to the Board effective as of the date specified
in the written notice or, if none, upon the date of the notice. No member may be expelled or
suspended except pursuant to the procedure which is set forth in the New Ulm Wellness
Collective Membership Agreement.
ARTICLE 3: MEETINGS OF MEMBERS

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Section 1. Monthly Meeting.
A monthly meeting of the members shall be held the 3rd Wednesday of the month at such
reasonably accessible place as the members shall determine. If needed, meeting time can be
amended upon a majority vote. At the monthly meeting, the members shall transact such
business as may properly be brought before them.
Section 2. Regular or Special Meetings.
Regular or special meetings of the members shall be held at such reasonably accessible times and
places as the members shall determine or on call of the Board in accordance with the Act.
Section 3. Annual Meeting.
Members shall meet for the annual meeting on or about September 15 to vote in the nomination
and election of board members as set forth below.
Section 4. Member Action.
Members shall act upon those issues they choose to act upon and upon those issues placed before
them by the Board. These shall include: nomination and election of Board members and any
other issue for which member action is required by the Corporation’s Articles of Incorporation or
these Bylaws. Members shall take action at a meeting by a majority vote or, without a meeting,
by unanimous written, telephonic, or electronic consent signed by all of the members.
ARTICLE 4: BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of the Corporation shall be managed by the Board.
Section 2. Elected Directors.
The Board shall be comprised of not less than three (3) nor more than seven (7) elected directors
as fixed periodically by the members. The initial number of directors shall be three voting and
one non-voting. The initial directors have been appointed by the incorporator. All initial directors
terms shall expire at the first annual meeting of the members. At the first meeting of the
members, directors shall be elected for staggered terms. Thereafter directors will be up for
election at the annual meeting of members; subsequent terms will be three years. Directors are to

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serve no more than two consecutive terms. Directors serve until their successors have been duly
elected and shall have qualified or until their death, removal or resignation.
Section 3. Vacancies.
Any vacancy occurring on the Board may be filled at any meeting of the members. A director
elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in
office.
Section 4. Monthly Meeting.
The monthly meeting of the Board shall be held each month at the principal offices of the
Corporation or at such other time and reasonably accessible place (within or without the state of
Minnesota) as shall be determined by the Board with three (3) days written notice from the
President of the Corporation.
Section 5. Special Meetings.
Unless provided by Board resolution, all meetings of the Board other than the monthly meeting
shall be special meetings. Special meetings of the Board may be called on three (3) days written
request of either a majority of the directors or the President of the Corporation to be held at such
time and such reasonably accessible place as specified in the notice of the meeting.
Section 6. Notice.
Whenever notice is required to be given to a director, it shall be given in writing whether in
person or by mail and if by mail, it shall be addressed to the director at his or her address as it
appears in the records of the Corporation, with postage thereon prepaid, and such notice will be
deemed to be given at the time when the same shall be deposited in the United States mail.
Notice may also be transmitted by telephonic or electronic communication device to the address
of the director as it appears in the records of the Corporation, which shall be deemed effective to
the same extent as if the original had been personally delivered or mailed, provided the receiving
director’s device was operating at the time the notice was transmitted.
Section 7. Waiver of Notice.
Whenever any notice is required by law or under the provisions of these Bylaws to be given to
any director, a waiver thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance of a director at any meeting shall constitute a waiver of notice of such
meeting, except when a director attends a meeting for the express purpose of objecting to the

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transaction of any business because the meeting is unlawfully called or convened. Neither the
business to be transacted nor the purpose of any annual, regular or special meeting of the Board
need be specified in the notice or waiver of notice of such meeting unless required by these
Bylaws.
Section 8. Telephonic and Virtual Meetings.
Any or all directors may participate in a monthly or special meeting by, or conduct the meeting
through, use of any means of communication by which directors participating may
simultaneously hear each other during the meeting. A director participating in a meeting by this
means shall be deemed to be present in person at the meeting.
Section 9. Unanimous Action.
Any action required by law or under the provisions of the Articles of Incorporation or these
Bylaws to be taken at a meeting of the Board, or any action which may be taken at a meeting of
the Board, may be taken without a meeting if a consent in writing setting forth the action so
taken is signed by all of the directors entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote.
Section 10. Quorum.
For the purposes of transacting business at any Board meeting, a quorum shall consist of a
majority of the number of directors in office and entitled to vote.
Section 11. Proxies.
Directors may be represented in any meeting of the Board by written proxy, but only if the proxy
is granted to another Board member.
Section 12. Manner of Acting. The act of a majority of directors who are entitled to vote and who
are present at a meeting at which a quorum is present shall be the act of the Board unless the act
of a greater number is required by law, by the Articles of Incorporation or by these Bylaws.
Section 13. Counsel and Accountants.
The Board shall appoint legal counsel and certified public accountants for the Corporation when
necessary.
Section 14. Compensation of Directors.

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By resolution of the Board, expenses of attendance, if any, may be compensated, provided that
nothing herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving reasonable compensation therefor.
ARTICLE 5: OFFICERS
The board shall have such officers as the board deems appropriate from time to time.
ARTICLE 6: COMMITTEES
The board shall have such committees as the board deems appropriate from time to time.
ARTICLE 7: GENERAL PROVISIONS
Section 1. Fiscal Year.
The Corporation’s fiscal year shall end on December 31 of each year.
Section 2. Rules of Order.
The parliamentary rules contained in the current edition of Robert’s Rules of Order shall govern
in all cases where they do not conflict with any rules adopted by the Board or any committees
thereof.
ARTICLE 8: BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall keep
minutes of the proceedings of its Board.
ARTICLE 9: INDEMNIFICATION: INSURANCE
Section 1. The Corporation shall indemnify any person who is or was a member, director,
officer, employee or agent of the Corporation against any liability asserted against such person
and any liability and expense whatsoever (including, without limitation, attorney’s fees) incurred
by such person in such capacity, or arising out of his or her status as such, in the manner and to
the fullest extent authorized by law. Such indemnification shall inure to the benefit of the heirs,
executors and administrators of such present or former members, officers, employees or agents
of the Corporation.
Section 2. The Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation against any liability asserted

Attachments-The New Ulm Wellness Collective-EIN 37-1967718

against such person and incurred by such person in any capacity or arising out of his or her status
as such, whether or not the Corporation would have the power under the Minnesota Nonprofit
Corporation Act to indemnify such person against such liability.
ARTICLE 10: DISSOLUTION CLAUSE
Upon the dissolution of this corporation, assets shall be distributed for one or more exempt
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or
corresponding section of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose.”
ARTICLE 11: AMENDMENTS
These Bylaws may be amended upon the recommendation of the board and a majority approval
of the members in attendance at either the annual meeting or at a special meeting called for that
purpose.
I hereby certify that the foregoing Bylaws, consisting of six pages, are the Bylaws of The New
Ulm WELLess Collective, adopted by its Board of Directors effective July 20, 2020.