AMENDED AND RESTATED BYLAWS OF MISSOURI PARK AND RECREATION ASSOCIATION
(formerly, the Missouri Park and Recreation Association Trust Fund)
A Missouri Nonprofit Corporation
ARTICLE I
Offices and Records
Section 1.1 Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Missouri Park and Recreation Association (“Association”), a Missouri corporation, in the State of Missouri shall be as stated in the Articles of Incorporation of the Association, as amended from time to time (“Articles”), or as shall be determined from time to time by resolution duly adopted by the Board of Directors of the Association (“Board”) and on file in the appropriate public offices of the State of Missouri as provided by law.
Section 1.2 Other Corporate Offices. The Association may conduct its business, carry on its operations, have other offices and exercise its powers within or outside of the State of Missouri as the Board may designate or the business of the Association may require.
Section 1.3 Records. The Association shall keep correct and complete books and records of account, and shall keep minutes of all proceedings of its Board, including a record at its principal office of the names and addresses of its officers and directors. All committees of the Association to which any of the authority of the Board may be delegated, and all other duly appointed committees of the Association, shall keep minutes of their proceedings.
Section 1.4 Manual of Procedure. The Board shall establish and maintain a Manual of Procedures for the Association (“Manual”) which will govern procedures of the Association that are not specified in or covered by these Bylaws.
ARTICLE II
Objects, Purposes and Powers
The Association is organized exclusively for charitable, educational, and scientific purposes within the meaning of Internal Revenue Code of 1986, as amended, sections (“IRC §”) 501(c)(3), 170(c)(2)(B), 2055(a)(2) and 2522(a)(2) or the corresponding section of any future United States internal revenue law, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under IRC §§ 501(c)(3) and 170(c)(2). The Association’s purposes shall include, but not be limited to, improving the park and recreation programs in the State of Missouri. To this end the following specific objectives shall be included:
a. To stimulate and further a broad interest in parks and recreation, and in the preservation and development of the state’s park and recreation resources.
b. To develop cooperation and understanding among park and recreation leaders at all levels and in all public, private, commercial, industrial, and other organizations.
c. To serve as a center for the dissemination of information concerning the activities and interests of the Association.
d. To aid in the solution of mutual and individual problems presented by members of the association.
e. To cooperate with other associations and agencies concerned with furthering the park and recreation movement.
To enable the Association to carry out such purposes, it shall have the power to do any and all lawful acts necessary or convenient to conduct, promote or attain the purposes herein set out, and to that end:
f. To take, accept, hold, and acquire by bequest, devise, gift, purchase, loan, or lease any property, real or personal, whether tangible or intangible, without limitation as to kind, amount or value.
g. To sell, convey, lease, or make loans, grants, or pledges of any such property, or any interest therein or proceeds therefrom, and to invest and reinvest the principal thereof and receipts therefrom, if any.
h. To borrow money upon and pledge or mortgage any such property for any purpose for which it is organized, and to issue notes, bonds, or other forms of indebtedness to secure any of its obligations.
i. To carry on any of the foregoing activities or purposes either directly, or as agent for or with other persons, associations, or corporation.
j. To carry on any activity and to deal with and expend any such property or income therefrom for any of the foregoing purposes without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the Articles of Incorporation, the Bylaws of the Association, or any other limitations as are prescribed by law.
ARTICLE III
Members
Section 3.1 Members. There shall be seven (7) classes of membership in the Association. Membership in the Association shall be designated as professional; associate/student/retiree; public agency; organizational; corporate; distinguished honorary; and honorary associate. Membership categories are described as follows:
a. Professional membership shall consist of (1) individuals engaged full-time in the delivery of professional parks, recreation and leisure services; (2) individuals with a bachelor’s degree in parks, recreation, and leisure services from an accredited university and five years of full-time employment in the field of parks, recreation, and leisure but not currently employed in the field; and (3) individuals with ten years of continuous full-time employment in the field of parks, recreation, and leisure but not currently employed full-time in the field. Membership includes the right to vote, hold office, section affiliations and Association publications.
b. Associate membership shall consist of retirees and individuals employed part-time in the parks and recreation field, and individuals not principally employed in the field who are interested in the Association’s objectives and services and the advancement of the parks and recreation movement. Membership includes section affiliation and Association publications.
c. Public agency membership shall consist of any public agency on the municipal, county, or state level providing parks and recreation services. A maximum of nine (9) lay park and recreation board/commission members are included with membership. Each board/commission member shall receive Association publications. Each public agency has a total of one (1) vote. Additionally, the agency’s chief administrator automatically becomes a professional member of the Association. Other professional staff members of the agency may join individually at a reduced rate and receive full membership privileges.
d. Organizational membership shall consist of academic institutions, military installations, hospitals, commercial agencies, nonprofit agencies, and other organizations providing parks, recreation and leisure services not covered under public agency membership. Membership includes a total of one (1) vote and Association publications. Professional staff members may join individually at a reduced rate and receive full professional membership privileges. Local therapeutic recreation associations may also join the Association at the organizational rate. Individual members of Association-member local therapeutic recreation associations may join the Association as professional members at a reduced rate and receive full professional membership privileges.
e. The distinguished honorary membership may be granted at the discretion of the Board to those individuals who have made outstanding contributions to the park and/or recreation fields. These members shall enjoy complimentary membership privileges for life.
f. The honorary associate membership may be given to individuals by approval of the board of directors. This membership may be granted to those who have indicated concern and interest in the park and/or recreation movement, through their obvious efforts, and does not include any membership privileges.
g. The corporate membership shall consist of corporations, partnerships, and firms that support and encourage the purposes of the Association. Each firm shall have one (1) vote. Membership includes Association publications.
h. Student membership shall consist of students. Anyone meeting the criteria for professional membership shall be ineligible for student membership. Membership includes section affiliation and association publications.
The sole duty of the members entitled to vote (“Voting Members”) shall be to elect officers of the Association and the Directors at Large of the Association (defined in Article IV) and to fulfill all other duties as may be required under these Bylaws or as are appropriate for the members of a Missouri nonprofit corporation.
Section 3.2 Admission to Membership. All members will be required to complete and submit an application for membership accompanied by the designated current dues. The admission of an applicant for membership shall be processed as outlined in the Manual.
Section 3.3 Membership Dues. Dues, if any, shall be established by the Board. Annual dues are due and payable on January 1 each year. Renewal procedures will follow guidelines outlined in the Manual. By resolution of the Board, the initial dues and/or the annual dues may be increased or decreased from time to time to reflect the needs of the Association. Dues for new (non-renewal) memberships shall be prorated for anyone joining after the beginning of the membership year. No dues shall be required of distinguished honorary or the honorary associate members.
Section 3.4 Annual or Regular Meetings. The annual meeting of the Voting Members shall be held during the month of March of each year, or at such date as the Board shall determine, which meeting shall be held for the purpose of conducting the business of the Association duly brought before the meeting. The annual meeting may be held either within or outside the State of Missouri. The Voting Members may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of regular meetings, either monthly or bi-monthly, without notice other than such resolution.
Section 3.5 Special Meetings. A special meeting of Voting Members may be called by the President, or by the Board of Directors. Only those matters that are within the purpose or purposes described in the meeting notice required by these Bylaws may be conducted at a special meeting of Voting Members.
Section 3.6 Written Consent. Any action required to be taken or any action which may be taken at any annual, regular or special meeting of the Voting Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the Voting Members entitled to vote thereon. Any such writing or writings shall be filed with the minutes of the proceedings of the Voting Members.
Section 3.7 Notice. Written or printed notice of each special meeting of the Voting Members, stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered or given not less than fifteen (15) days nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting to each member. Any notice of a meeting of the members sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the member at the member’s address as it appears on the records of the Association. Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted on at an annual or regular meeting of members are those matters that are described in the meeting notice.
Section 3.8 Waiver of Notice. A Voting Member may waive any notice required by these Bylaws, before or after the date and time stated in the notice. The waiver must be in writing, signed by the Voting Member entitled to the notice, and delivered to the Association for inclusion in the minutes or filing with the corporate records. A Voting Member's attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the Voting Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Voting Member objects to considering the matter when it is presented.
Section 3.9 Quorum and Voting. Five percent of the votes entitled to be cast must be represented at a meeting of the members to constitute a quorum for the transaction of business at any meetings of the members; provided, however, that if less than said number of the members are present at said meeting, a majority of the members present may adjourn the meeting from time to time without further notice. Each member in good standing and present at any such meeting of the members shall be entitled to one (1) vote upon each matter submitted to a vote at any such meeting.
Section 3.10 Manner of Acting. Except as otherwise provided herein, the act of the majority of the votes represented and voting at a meeting of the Voting Members at which a quorum is present shall be the act of the Voting Members. Members may vote by written ballot on matters properly brought before the members.
Section 3.11 Removal; Vacancies. A Voting Member may be removed, with or without cause, upon the affirmative vote of a majority of the remaining Voting Members.
Section 3.12 Nonvoting Members. Nonvoting members may attend the annual, regular, and special meetings of the Voting Members and shall receive the same notice sent to Voting Members for each such meeting.
ARTICLE IV
Board of Directors
Section 4.1 General Powers. The Board shall manage the affairs of the Association. The Board may from time to time be referred to as the Executive Board of the Association.
Section 4.2 Number and Term of Office. The directors of the Association shall consist of the Association’s officers, the director of each of the four regions of the Association (the “Region Directors”), and five directors elected as prescribed in the Manual (the “Directors at Large”). The officers shall serve as directors concurrently with their term of office. The Region Directors shall serve for two-year terms. The Directors at Large shall serve for staggered two-year terms. Directors at Large may be assigned specific duties on the Board of Directors as prescribed in the Manual. Current elected Board members shall serve until their term of office expires. No individual may hold more than one director position on the Association Board of Directors.
Section 4.3 Annual and Regular Meetings. The annual meeting of the Board shall be held in June of each year, which meeting shall be held for the purpose of transacting such business as may come before the Board of Directors. The Board may provide, by resolution, the time and place, either within or without the State of Missouri for the holding of regular meetings, other than the annual meeting, without notice other than such resolution. There shall be at least three regular meetings each year in addition to the annual meeting.
Section 4.4 Special Meetings. Special meetings of the Board may be called by the President, or by a majority of the directors. The person or persons authorized to call special meetings of the Board may fix any location in the United States, either within or without the State of Missouri, as the place for holding any special meeting of the Board called by them.
Section 4.5 Notice. Notice of the annual and any special meeting shall be given at least five (5) days previous thereto by written notice delivered personally or mailed, sent by electronic mail or by facsimile transmission, to each director at his business address; provided, however, that if the designated meeting place is without the State of Missouri, an additional five (5) days notice shall be given. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting.
Section 4.6 Quorum and Voting. A majority of the Board shall constitute a quorum for the transaction of business at any meetings of the Board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Each director present shall be entitled to one (1) vote upon each matter submitted to a vote at any such meeting.
Section 4.7 Manner of Acting. The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be the act of the Board.
Section 4.8 Attendance by Telephone Conference. Members of the Board may participate in a meeting of the board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
Section 4.9 Consent Action. Any action which is required to be or may be taken at a meeting of the directors, or any committee of the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the board or of the committee as the case may be. The consents shall have the same force and effect as a unanimous vote at a meeting duly held.
Section 4.10 Removal; Vacancies. In the event of the death or resignation of a Director at Large, a majority of the remaining directors may fill such vacancy or vacancies, such newly-elected director to serve for the unexpired term of the director he or she is replacing. In the event of the death or resignation of a Section Director, the section of the Association that elected the Director shall elect a new director to serve for the unexpired term of the director he or she is replacing.
ARTICLE V
Committees of the Board of Directors
Section 5.1 Committees Generally. The Association shall have the following standing committees: Administrative Evaluation, Budget and Finance, Citations and Awards, Conference, Nominating, and Legislative and Critical Issues. In addition, the Association may have such additional committees as the President or Board deems to be in the best interest of the Association. The President, with the approval of the elected officers and the Immediate Past President, shall appoint for his or her term of office the Chairman of each committee. The delegation of authority to any committee shall not operate to relieve the Board or any member of the Board from any responsibility imposed by law. Each such committee of the Board shall function to provide recommendations to the Board for consideration and action as the Board may deem appropriate. Section 5.1
Section 5.2 Standing Committees.
a. The Administrative Evaluation Committee shall annually evaluate the performance of the executive director and other employees of the association.
b. The Budget and Finance Committee shall tend to all financial matters affecting the association.
c. The Citations and Awards Committee shall submit their recommendations at the annual meeting for recognition of outstanding service by individuals and by organizations.
d. The Conference Committee shall plan and make the arrangements for the annual conference.
e. The Legislative and Critical Issues Committee shall study existing or proposed legislation and critical issues pertaining to the park and recreation movement, and propose resolutions and make recommendations for action by the association.
f. The Nominating Committee shall submit a list of nominees for office as provided herein under “Nomination and Election Procedure.” The Nominating Committee shall submit a slate of at least two (2) candidates for each officer position to be elected and each executive board position to be filled, the specific mechanics of this function shall be outlined in the manual of procedures.
g. The investment Committee shall maintain a long term investment policy and advise the MPRA Board regarding long term investments of the Association’s funds. They will coordinate efforts with the Annual Fund chair and MPRA Scholarship Trustees.
Section 5.3 Committee Members. Committee chairmen shall appoint committee members as specified in the Manual. Each committee chairman shall submit an end-of-the-year report before the conclusion of the fiscal year.
Section 5.4 NRPA Regional Council. Three representatives to the regional council of the National Recreation and Park Association shall be the President, President-elect and Past President by virtue of their election by the membership. Other allotted representatives to the regional council of the Association shall be appointed by the Board.
Section 5.5 Absence. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. A disqualified member is a member who has been removed pursuant to Section 5.7.
Section 5.6 Recordkeeping. All committees so appointed shall, unless otherwise provided by the Board, keep regular minutes of the transactions at their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation and shall report the same to the Board at its next meeting. The Secretary or an Assistant Secretary of the Association may act as Secretary of the committee if the committee or the board so requests.
Section 5.7 Meetings By Conference Telephone or Similar Communications Equipment. Unless otherwise restricted by the Articles or these Bylaws, members of any committee designated by the Board may participate in a meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.
Section 5.8 Committee Action Without a Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of a committee may be taken without a meeting if all members of such committee consent thereto in writing. Any such writing shall be filed with the minutes of proceedings of such committee.
Section 5.9 Term of Office. Each member of a committee shall continue as such until the next annual meeting of the directors of the Association and until the member’s successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee by the Board.
Section 5.10 Vacancies. Vacancies in the membership of any committee may be filled by appointments by the Committee Chairman made in the same manner as provided in the case of the original appointments.
Section 5.11 Quorum. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 5.12 Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board.
ARTICLE VI
Officers
Section 6.1 Number. The officers of the Association shall be a President, a President-elect, Immediate Past President, and a Secretary/Treasurer.
Section 6.2 Election and Term of Office. The officers of the Association shall be elected by the procedures established in the Manual. Each officer shall hold office for one (1) year or until his or her successor shall have been duly elected or until his or her death or until he or she shall resign or shall have been removed. No person may be elected to the office of President or President-elect for more than one (1) complete term without a break in service. Other officers may be re-elected to succeed themselves, except no member may hold the same office for more than two (2) successive terms. No one shall hold two elected positions at the same time.
Section 6.3 Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 6.4 Vacancies. A vacancy in any office because of death, resignation, removal, or otherwise, may be filled by the Board for the unexpired portion of the term.
Section 6.5 President. The President shall preside over all meetings of the Board. The President shall supervise and manage the affairs of the Association, subject to the authority of the Board. The President may sign, with the Secretary, or any other proper officer authorized by the Board, any documents and instruments which the Board authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed; and shall perform all duties incident to the position of President as may be prescribed by the Board from time to time.
Section 6.6 The President Elect. The President-elect shall become acquainted with the activities of the Association and the duties of the President, be an ex-officio member of all standing committees, coordinate the activities of special committees, and have other powers and perform other duties as the members, the board or president may delegate.
Section 6.7 Immediate Past President. The Immediate Past President shall chair the Administrative Evaluation Committee, Nominating Committee, and shall perform other duties as outlined in the manual of procedures.
Section 6.8 The Secretary/Treasurer. The Secretary/Treasurer shall, subject to the authority and approval of the Board (a) have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws; provided, however, that some or all of such duties, as the Board may determine, may be delegated to a custodian, as provided in these bylaws; (b) keep the minutes of the meetings of the Board in one (1) or more books provided for that purpose; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these Bylaws; (e) maintain a permanent record of all disbursements for religious, charitable, scientific, literary, or educational purposes made by the Board and/or its duly appointed officers or agents in behalf of the Association; and (f) in general perform all duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine.
ARTICLE VII
Sections of the Association
Section 7.1 Sections Generally. The Association shall establish a common set of section bylaws. All sections of the Association existing on July 1, 2007, shall be eliminated effective July 1, 2008. Members of the Association may form sections of common interest groups. To establish a section of the association, a group of ten or more association members shall petition the Board, through the Association Secretary/Treasurer, at least thirty (30) days prior to a meeting of the board. The application shall include a copy of the Section’s Manual of Procedures, a list of its officers and its members, and a copy of the minutes of its last meeting.
Section 7.2 Eligibility. To remain eligible for continued affiliation with the Association, each section shall annually request continuation of the section through the submission of a report to the Association President one moth prior to the summer meeting of the Board of Directors. The report shall include the following: the number of section members, results of section elections, attendance at section meetings, level of participation on the annual conference program committee and section accomplishments for the current fiscal year. Each year at the summer Board of Directors meeting the Association President shall recommend to the Board of Directors the sections to be continued in the next fiscal year. The Board of Directors shall then vote upon the President’s recommendation. Section officers shall be elected according to the section bylaws. Every member of a section must be a member of the Association.
Section 7.3 Representative to Board of Directors. Each section of the Association shall elect a President who is an active member of the Association pursuant to the section bylaws.
Section 7.4 Additional Sections. The Association may accept the affiliation of any section by a two-thirds majority vote at regularly authorized meetings of the Voting Members of the Association or by a two-thirds majority vote of the Board.
Section 7.5 Expulsion of Sections. The Board may expel, without refund of dues, any section for violation of the bylaws of the Association, by a two-thirds majority vote at a regularly authorized board meeting, or by a two-thirds majority vote of the entire membership.
Section 7.6 Qualification of Section Members. Each section of the Association shall determine the qualifications of its members, subject to the approval of the Board.
ARTICLE VIII
Regions of the Association
Section 8.1 Regions Generally. The Association shall be divided into four (4) geographic regions with boundaries established by the Board of Directors.
Section 8.2 Region Bylaws. The Board of Directors shall have the authority to establish a standardized set of region operational bylaws. Each region shall develop its own manual of procedures for MPRA Board of Director approval.
Section 8.3 Officers. Each region shall have a Region Director Elect, a Region Director and an Immediate Past Region Director who shall be residents of their respective regions and shall be elected by the voting membership of that region. The Director Elect may serve as a proxy in the absence of the Region Director at any meeting of the Board of Directors.
Section 8.4 Elections. A member may only run for one position in a current election year for either the Association or the Region, and the individual cannot hold two voting positions on the Association Board of Directors. Region Directors shall serve coterminous with Association officers. Each region shall complete its nomination and election process and certify its election results by the annual conference each year.
Section 8.5 Region Directors. Region Directors shall serve on the Board of Directors as a voting member. The Region Director Elect may serve as a proxy in the absence of the Region Director. In the event of a vacancy in the office of Regional Director, the regional membership shall elect a successor for the unexpired term within sixty (60) days of notification to the regional membership of the vacancy. Upon failure of the region to elect a successor by this time, the President may appoint a successor from within the region for the unexpired term.
Section 8.6 Region Committees. Each Region Director shall annually appoint chairs of the following regional committees pursuant to the regional bylaws: membership, legislative, education and annual fund.
ARTICLE IX
Contracts, Loans, Checks, Deposits, Custodians
Section 9.1 Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 9.2 Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 9.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board.
Section 9.4 Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.
Section 9.5 Custodians. The Board may from time to time designate a bank, trust company, or depository as custodian of all funds and properties of the Association, which custodian shall maintain a record of all receipts, expenditures, income and expenses of the Association and/or perform such ministerial duties as the Board of Directors by written direction may instruct. The custodian may receive fees for its services as may from time to time be agreed upon by the Board and the custodian.
ARTICLE X
Agents and Attorneys
The Board may appoint such agents, attorneys, and attorneys?in?fact of the Association as it may deem proper, and may, by written power of attorney, authorize such agents, attorneys or attorneys?in?fact to represent it and for it and in its name, place and stead, and for its use and benefit to transact any and all business which said Association is authorized to transact or do by its Articles of Incorporation, and in its name, place and stead, and as its corporate act and deed, to sign, acknowledge and execute any and all contracts and instruments, in writing necessary or convenient in the transaction of such business as fully to all intents and purposes as said Association might or could do if it acted by and through its regularly elected and qualified officers.
ARTICLE XI
Fiscal Year
The fiscal year of the Association shall begin on the first day of July in each year and end on the last day of June in each year.
ARTICLE XII
Waiver of Notice
Whenever any notice whatsoever is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Missouri Nonprofit Corporation Act, 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.
ARTICLE XIII
Seal
The Board shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words, “Corporate Seal.”
ARTICLE XIV
Indemnification of Officers and Directors Against
Liabilities and Expenses in Action
Section 14.1 Indemnification.
(a) The Association shall indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Association, by reason of the fact that he is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, including attorneys' fees, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association; and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Association will indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, including attorneys' fees, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Association unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Paragraphs (a) and (b) of this Section, or in defense of any claim, issue or matter therein, such director, officer, employee or agent shall be indemnified against expenses, actually and reasonably incurred by him in connection with the action, suit or proceeding, including attorneys' fees.
(d) Any indemnification under Paragraphs (a) and (b) of this Section, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such director, officer, employee or agent has met the applicable standard of conduct set forth in this Section. Such determination shall be made by the Board by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, or, if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs by independent legal counsel in a written opinion, or by the Voting Members.
(e) Expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding. Such expenses incurred by directors, officers, employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that the director or officer is not entitled to be indemnified by the Association as authorized in this Section.
(f) The indemnification and advancement of expenses provided by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled under any bylaw, agreement, vote of members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
(g) The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of this Section.
(h) For the purpose of this Section, references to the “Association” include, in addition to the resulting corporation, all constituent corporations and organizations (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation in the same capacity.
(i) For purposes of this Section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Section.
The Association may give any further indemnity, in addition to the indemnity authorized or contemplated under this Section, to any person who is or was a director, officer, employee or agent, or to any person who is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, provided such further indemnity is either (i) authorized, directed, or provided for in these Bylaws or any duly adopted amendment thereof or (ii) is authorized, directed, or provided for in any bylaw or agreement of the Association which has been adopted by a vote of the directors or Voting Members of the Association, and provided further than no such indemnity shall indemnify any person from or on account of such persons conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.
ARTICLE XV
Property Devoted to Corporate Purposes
All income and properties of the Association shall be devoted exclusively to the purposes as provided in the Articles of the Association. The Board may adopt such policies, regulations, and procedures governing the management and/or disbursement of funds for such purposes as in its opinion are reasonably calculated to carry out such purposes as set forth in said Articles.
ARTICLE XVI
Prohibited Transactions
No provision of the Articles of Incorporation or these Bylaws shall in any way be construed as permitting the Association, whether through its Board, its officers, agents, or other party acting in its behalf, to allow the net income or property of the Association to inure to the private benefit of any incorporator, director, officer or individual having a personal or private interest in the activities of the Association.
ARTICLE XVII
Conflict of Interest Policy
The Board shall adopt a Conflict of Interest and Documentation Policy to govern conflict of interest situations that may arise from time to time.
ARTICLE XVIII
Publications
Bulletins, reports, and publications shall be issued as authorized by the Board. This shall include all section publications. There shall be an official publication of the Association with the title determined by the Board.
ARTICLE XIX
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Voting Members called for by the Board of Directors for that purpose by a two-thirds vote of the Voting Members of the Association, provided that at least fifteen (15) and not more than forty (40) days written notice of such amendments is given to the members entitled to vote thereon, or by publication of such notice in the official publication of the Association. The Bylaws also may be amended by a mail vote authorized by the Board, a two-thirds majority of ballots being required for the approval of such amendments. Ballots must be returned within ten (10) days of the post-marked date of mailing to the members.
Effective Date: _______________, 2007.
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