May 2018 Bylaws Amendment Proposal

AMENDMENT PROPOSAL (DRAFT) – MAY 7, 2018

Bylaws of the Shaw Neighborhood Improvement Association

Article I: Name and Geographic Area

Section One: Name.

The name of this Association is Shaw Neighborhood Improvement Association, also referred to as SNIA, a Missouri nonprofit corporation (the “Association”).

Section Two: Geographic Area.

The “Geographic Area” of the Association is known as the Shaw neighborhood, the area enclosed by Highway 44 on the North, Tower Grove Avenue on the West, Magnolia Avenue on the South, and South Grand Boulevard on the East.

 

Article II: Purpose, Objectives, and Limitations

Section One: Purpose and Objectives.

The Association is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

The purpose of the Shaw Neighborhood Improvement Association is the continued improvement to the community at large through the following objectives:

  1. To initiate, support, and promote programs, works, and development focused on the quality of life within the Shaw neighborhood.
  2. To inform and facilitate communication among the residents, business owners, and visitors of the Shaw neighborhood that increases connectivity and fosters a sense of community.

Section Two: Operational Limitations.

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its Members, Directors, Officers, or other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provisions of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the internal Revenue Code or (b) by a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code.

 

Article III: Membership and Dues

Section One: Qualifications.

A “Member” of the Association is considered a member in good standing who has paid annual dues and who is not indebted to the Association and if indebted to the Association must clear up arrears within a reasonable time. The Board of Directors, specific to individual circumstances, shall define reasonable time. Membership is unrestricted by consideration of nationality, race, creed, color, or lifestyle.

Section Two: Membership Types.

Membership shall be defined as follows:

  1. Individual Membership – an individual eighteen years of age or older living within the boundaries of the Geographic Area.
  2. Household Membership – individuals eighteen years of age or older living at the same address within the boundaries of the Geographic Area.
  3. Business Membership – any business entity or individual that owns property or operates a business within the boundaries of the Geographic Area.

Section Three: Dues.

The Board shall establish dues with approval by a majority vote of the Members. The Board, in its sole discretion, may grant waivers or reductions of dues. All Memberships shall be valid for one year.

  1. New Members shall be considered current and entitled to privileges of Membership seven days after receipt of membership dues by the Association.
  2. A current Membership, if not renewed during the one-year Membership period, shall be considered lapsed and no longer current on the last day of the month of the one-year anniversary of the Membership. A Member that renews a lapsed Membership during the one year lapse period shall be considered current immediately upon receipt of dues by the Association.
  3. A lapsed Membership shall be considered expired if not renewed within one year from the date of lapse. A Member who renews an expired Membership shall be considered current and entitled to privileges of Membership seven days after receipt of Membership dues by the Association.

Section Four: Voting.

Voting privileges are granted only to those Members who are current in their Membership dues. Each Individual Member receives one vote, each Household Member as defined in Article III Section Two: B receives one vote, and each Business Membership receives one vote.

 

Article IV: Meetings

Section One: General Membership Meetings.

  1. The Association shall hold General Membership Meetings at least four times annually as prescribed by the Board. An Annual Meeting for the election of Officers and Directors will be held during the month of December. At the Annual Meeting, the Board shall provide the scheduled General Membership Meeting dates for the upcoming year, and the Board may change these scheduled Meeting dates only if (i) it has good cause for doing so, and (ii) it provides at least seven days’ notice to the Members of the change.
  2. The agenda for a Meeting shall be set by the President to include any item which a Member directs to be included provided that such direction is given to the President no later than three days preceding a Meeting.
  3. Special Meetings of the General Membership may be called by the President, by the Board of Directors, or by no fewer than twenty-five Members upon written notice to the President.
  4. Robert’s Rules of Order: The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
  5. Parliamentarian: A member of the Executive Committee shall serve as Parliamentarian for each General Membership Meeting.

Section Two: Board Meetings.

  1. The Board shall hold Board Meetings at least six times annually. The date of any Board Meeting may be changed by the Board with at least seven days’ notice.
  2. Special Meetings of the Board of Directors may be called by the President or any two Board Members. Special Meetings of the Board of Directors shall be open to all Members, residents and persons owning property or working in the Shaw Neighborhood, or other invitees of the Board of Directors. The Board shall have the right to remove all persons not so described.
  3. Robert’s Rules of Order: The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
  4. Parliamentarian: A member of the Executive Committee shall serve as Parliamentarian for each Board Meeting.

Section Three: Executive Committee Meetings.

The Executive Committee shall hold Meetings at least six times annually as prescribed by the Executive Committee.

Section Four: Notice of Meetings.

  1. A good faith attempt will be made to give notice of regularly scheduled Meetings to Members and Shaw residents within a week of the Meeting. Acceptable methods of notice may include mail, signs, electronic communication, and newsletters.
  2. Notice of Special Meetings will be given as outlined in Article IV: Section Four within a three day time period.

 

Article V: Voting

Section One: Voting of General Membership.

  1. Twenty-five Members present either in person or by proxy shall constitute a quorum at any meeting. Except as otherwise required by law or these Bylaws, any action shall be approved by the majority of those present.
  2. Voting privileges are granted only to current Members, as described in Article III, who are present at the Meeting.
  3. Members shall vote only upon items set forth in the previously posted agenda, except that the President may include on the agenda, for a vote, those items considered of an emergency nature thus necessitating last minute inclusion.

Section Two: Voting of Board of Directors.

  1. The quorum for any Board Meeting shall be one-fourth (¼) of the total number of Board Members, present either in person or by conference telephone. Except as otherwise required by law or these Bylaws, any action may be approved by a majority of those present.
  2. Voting privileges are granted only to current Members as described in Article III.
  3. Online voting. The Executive Committee shall have the authority to call an online vote in lieu of a Special Meeting for the purpose of considering matters of urgent SNIA business. Urgent business includes but is not limited to items that have a deadline prior to the next scheduled Board Meeting or emergency expenditures that exceed the limit set in the Bylaws. Online voting period must remain open for at least 24 hours and shall include procedures for the conduct of a vote.

Section Three: Voting by Proxy.

  1. Proxy voting will be allowed at the General Membership Meeting only in the event of a bylaw amendment or dues increase.
  2. Proxy voting privileges are granted only to current Members who are entitled to vote as described in Article III and must be represented by another current Member or the presiding chair of the meeting.
  3. Proxy form must be submitted to the Presiding Chair prior to the start of the General Membership Meeting.

 

Article VI: Nominations and Elections

Section One: Procedure for Nominations.

The First Vice President shall receive nominations from Members in good standing for positions on the Board of Directors fifteen days prior to the Fall General Membership Meeting preceding the Annual Meeting. All nominees must be current Members in good standing as described in Article III at least six months prior to the Annual Meeting in December. Additional nominations may be made from the floor at the Fall General Membership Meeting preceding the Annual Meeting. Members must be present to be nominated from the floor.

Section Two: Procedure for Election of the Board.

At each Annual Meeting of Members, the Members shall elect, by simple majority vote, the Board of Directors to hold office until the next Annual Meeting. The following six Officers will be elected: First Vice-President, Second Vice-President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary; and sixteen Directors as described in Article VII: Section Two.

Section Three: Presidential Succession: The First Vice-President shall automatically assume the Presidency after completing a full term and therefore does not need to be elected at the Annual Meeting.

 

Article VII: Board of Directors

Section One: Powers.

The Board of Directors (each, a “Board Member,” and collectively, the “Board”), shall control the business, property, and affairs of the Association, except as otherwise expressly provided by law, the Articles of Incorporation of the Association, or these Bylaws.

Section Two: Definition.

The Board shall be composed of the seven Officers of the Association (the “Officers”): President, First Vice-President, Second Vice-President, Treasurer, Assistant Treasurer, Secretary, and Assistant Secretary, and the sixteen elected Directors of the Association (the “Directors”) who are current Members who are in good standing and are not Officers of the Association. The sixteen elected Directors shall be comprised of four elected Directors from each of the four geographic quadrants making up the Shaw neighborhood.The North West Quadrant will be the area bordered by I-44 on the North, Tower Grove on the East, Flora Place on South, and Lawrence on the East. The North East Quadrant will be the area bordered by I-44 on the North, Lawrence on the West, Flora Place on the South, and South Grand Blvd on the East. The South West Quadrant will be the area bordered by Flad on the North, Tower Grove on the West, Magnolia Ave on the South, and Lawrence on the East. The South East Quadrant will be the area bordered by Flad on the North, South Grand Blvd on the East, Magnolia Ave on the South, and Lawrence on the West. Please refer to attached map. If no qualified candidate is submitted for election from a particular quadrant, the President may appoint a Member, as defined in Article III, regardless of boundaries, to fill this vacancy until the next annual election.

Section Three: Term of Office.

The Board of Directors shall be elected to office at the Annual Meeting, shall take office on the first day of the following month, and shall hold office until the successors have assumed office.

Section Four: Vacancies.

Any Member of the Board of Directors may resign at any time by giving oral or written notice to the President or Secretary. Such resignation shall be effective on the date of receipt.

Whenever any position on the Board becomes vacant for any reason and there is no provision elsewhere in these Bylaws to provide a means of automatically filling the vacancy, the Board may fill that office by appointment or by calling a Special Election to fill the vacancy, whichever it considers proper under the circumstances. The Board is not bound by the provisions of Article VI in the conduct of the Special Election to fill vacancies on the Board and may establish nominating and balloting provisions for the election as the Board deems appropriate under the circumstances. Whenever a Director position is vacant and no qualified candidate is submitted for election, the President may appoint a Member, as defined by Article III, regardless of boundaries to fill this vacancy until the next annual election.

Section Five: Removal.

A Board Member who shall cease to be a member in good standing shall thereby be disqualified and his or her office as Director shall thereupon become vacant. A member of the Board of Directors is considered a member in good standing who has paid annual dues, is not indebted to the Association, and if indebted to the Association after being in office, must clear up their debts within a reasonable time. The Board of Directors, specific to individual circumstances, shall define reasonable time. Members of the Board are required to attend at least six Meetings per year. These can consist of General Membership Meetings, Board Meetings, or a combination of these. Board Members failing to attend six meetings per year may be removed from office by a majority vote of the Board. Any elected Board Member, upon recommendation of the Board, can be removed by a two-thirds vote of the Members present at any General Membership meeting. The Members must be provided at least seven days’ notice of a vote to remove an elected Board Member.

 

Article VIII: Officers

Section One: Officers of the Association.

The Principal Officers of the Association shall be a President, First Vice-President, Second Vice-President, Treasurer, Assistant Treasurer, Secretary, and Assistant Secretary. These Officers make up the Executive Committee.

Section Two: Powers and Duties of Officers.

President:

  1. Shall preside at Meetings.
  2. In conjunction with Officers, shall decide which committees of the Association need to be active throughout his or her term and will serve as an ex-officio Member of these committees.
  3. Unless otherwise decided by the Board of Directors, the President shall have general supervision over all of the business, property, and affairs of the Association.

First Vice-President:

  1. Shall act in the absence or disability of the President or at any time upon his or her request and when assuming such duty shall have the same authority, rights, and responsibilities.
  2. Shall also serve as the Association’s President-Elect and as the President for the year succeeding his or her term as First Vice-President.

 

Second Vice-President:

  1. Shall act in the absence or disability of the First Vice-President and when assuming such duty shall have the same authority, rights, and responsibilities.

 

Treasurer:

  1. Shall have custody of and be responsible for all the funds and securities of the Association.
  2. Shall be responsible for maintenance of the books of account of the Association.
  3. Shall do and perform such other duties as from time to time may be assigned to him or her by law, the Board of Directors, the President, or these Bylaws.
  4. Shall prepare an Annual Budget proposal to be approved by the Board of Directors at the first Board Meeting following the Annual Meeting.
  5. Shall submit financial reports at the meetings of the Board of Directors and General Membership.

 

Assistant Treasurer:

  1. Shall have such powers and perform such duties as may be assigned to him or her by law, the Board of Directors, the Treasurer or the Bylaws.
  2. In the absence or disability of the Treasurer, or at any time upon his or her request, his or her duties and powers shall be performed and exercised by the Assistant Treasurer.
  3. The Assistant Treasurer shall work with the Treasurer for the purpose of preparing an annual budget proposal.

Secretary:

  1. Shall have such powers and perform such duties as may be assigned to him or her by law, the Board of Directors or the Bylaws.
  2. Shall keep the minutes of the Meetings of the Members and Board of Directors.
  3. Shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Assistant Secretary:

  1. Shall have such powers and perform such duties as may be assigned to him or her by law, the Board of Directors, the Bylaws.
  2. In the absence or disability of the Secretary, or at any time upon his or her request, his or her duties and powers shall be performed and exercised by the Assistant Secretary.
  3. Shall be responsible for maintenance of records of the Members, Block Captains and Committee Chairs.

 

 

Article IX: Committees

Section One: Committees.

To further the work of the Association, the President may designate Committees the President deems necessary.

Section Two: Committee Chairs.

The President shall appoint a Chair of each Committee. Committee Chairs must be Current Members of the Association as defined in Article III.

Section Three: Committee Members.

Committee Membership shall open to all residents of the Shaw neighborhood. The Chair of each Committee may appoint ad hoc Members as deemed necessary.

Section Four: Removal.

The President may remove a Chairperson of any Committee for any cause with proper notice.

Section Five: Reports.

The Chairperson of each Committee shall keep the Board informed of their activities on behalf of the Association and when called upon shall submit a report at General Membership Meetings and Board Meetings.

Section Six: Limitation of Powers.

Chairpersons of Committees must present proposed plans and budgets for approval by the Board. The Chairperson may seek bids for contracts but does not have authority to bind the Association, enter into contracts, or spend the Association’s funds without express approval by the Board.

 

Article X: Block Captains

Section One: Block Captains.

To further the work of the Association, a Block Captain or Co-Block Captains may be elected by each Block Unit or recruited by the Association to organize their Block Units. Each Block Unit shall nominate and elect a Block Captain prior to the Annual Meeting on a yearly basis. Block Units shall establish their own rules regarding notice of meetings and election of Block Captains. Each Block Captain shall notify the First Vice President of his or her election fifteen days prior to the Annual Meeting and pay dues to the Association by the Annual Meeting if not yet a Member.

Section Two: Block Units.

A Block Unit shall consist of a minimum of one-half block in the Shaw neighborhood, a block being defined by east/west and north/south streets which meet to form a rectangle. All residents within the boundary of the Block Unit are members of the Block Unit. The Board of Directors may otherwise certify minimum Block Units if such certification is reasonable. A record of the Block Units shall be kept at the principal office of the Association.

Section Three: Duties.

The duties of the Block Captains may include but are not limited to welcoming new neighbors, communicating with Block Unit members and the Association, and planning Block Unit events.

Section Four: Limitation of Powers.

Block Captains do not have authority to bind the Association, enter into contracts, or spend the Association’s funds without express approval by the Board.

 

Article XI: Finances

Section One: Fiscal Year.

The Association shall have a fiscal year ending on December 31.

Section Two: Compensation of Board Members.

No Board Member shall receive compensation in cash or in kind for his or her services. Violation of this section shall be grounds for a Board Member’s removal. A company owned in whole or part by a Board Member can contract for services with the Association by a vote of the Board of Directors. Any Board Member whose company seeks to do business with the Association must recuse themselves from votes taken on related matters.

Section Three: Contracts.

Purchases of items or services that occur outside of the budget are subject to approval of the Executive Committee; purchases exceeding $1,000 are subject to approval by the Board of Directors. Services valued at $1,000 or more must be let for bid to be approved by the Board of Directors. The Executive Committee will receive, review bids and forward to the Board of Directors. The Board of Directors shall be responsible for the selection of all staff and the awarding of all contracts. No staff member shall serve on the Executive Committee. Emergency expenditures less than $1,000 shall be determined by a majority vote of the Executive Committee.

Section Four: Execution of Instruments.

Every check issued, drawn, or made by the Association shall be signed by such Officer or Officers, or such individual or individuals, as the Board of Directors may from time to time designate provided that all checks in the amount of $500 or less may be signed by only one Officer. Any other contract or obligation of the Association shall be executed by such Officer or Officers, or such other individual or individuals, as the Board of Directors may direct.

Section Five: Bonding of Officers.

If so required by the Board of Directors, an Officer shall promptly obtain bond in such form and amount and with such sureties as the Board of Directors may require in writing for the faithful discharge of his or her duties, but the premiums for any such bond shall be borne by the Corporation.

 

Article XII: Indemnification

Section One: Indemnification of Directors and Officers.

Each person who is or was a Director or Officer of the association, including heirs, executors, administrators, or estate of such person, may be indemnified by the Association to the full extent permitted by Missouri law against any liability, judgment, fine, amount paid in settlement costs, and expenses (including attorney fees) incurred as a result of any claim arising out of such person’s conduct in his or her capacity as a Director or Officer of the Association. This indemnification is not exclusive of any other rights to which a person may be entitled under any other agreement or vote of disinterested Directors, and does not limit in any way any right of the Association to make different or further indemnification with respect to any person.

Section Two: Insurance.

The Board may authorize the purchase of insurance on behalf of any Director, Officer, employee, or other agent of the Association against any liability incurred by him or her which arises out of such person’s status as a Director, Officer, employee, or agent, whether or not the Association would have the power to indemnify that person against the liability under the law.

 

Article XIII: Dissolution

Section One: Dissolution.

The Association may be dissolved by the majority vote of the Members present at any meeting of the Members called for the purpose of dissolution. The Board of Directors shall notify the Members of their recommendation in writing at least thirty days before a vote of the Members on such recommendation is to be taken.

Section Two: Assets.

Upon dissolution, the Board of Directors will recommend to the Members the organization or organizations to which the remaining assets of the Association shall be distributed. The Members may accept such recommendation or choose their own organization or organizations by simple majority vote.

 

Article XIV: Amendments

These Bylaws may be amended or revised by a vote of two-thirds of the Membership in attendance, including proxy votes, at a meeting of the Members which is held at least thirty days after the proposal of such change.