A review of this page and the reproduced document is underway.
The document below may not contain the latest information.
ARTICLE OF AGREEMENT as filed with the Secretary of the State of Missouri 08-21-2008 and BYLAWS as approved by Members of the Corporation 07-20-2010.
ARTICLE OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, for the purpose of forming, in connection with others, a corporation under the laws of Missouri, relating to the benevolent, religious, scientific, educational and miscellaneous associations under Article Ten, Chapter 32, of the Revised Statutes of Missouri, 1920, and amendments thereto, have entered into the following agreement:
FIRST: The name of the corporation shall be THE NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY.
SECOND: Its location shall be in Kansas City, Jackson County, Missouri.
THIRD: Its duration shall be perpetual.
FOURTH: A. This corporation is a not-for-profit corporation and is organized and shall be operated exclusively for such charitable and educational purposes as will qualify it as an exempt organization under Internal Revenue Code Sec. 501 (c) (3) (or corresponding provision of any future United States Internal Revenue Law), and more particularly:
(1) to acquire, possess, preserve and maintain archives of historical interest, relating to the development of Kansas City and the surrounding territory, or to those who have resided therein and contributed to such development;
(2) to assist in maintaining, in the interest of the general welfare of the Kansas City Metropolitan area, both Missouri and Kansas, an unselfish interest among all citizens in its municipal problems; and
(3) to make distribution to organizations that qualify as tax exempt organizations under the Code.
B. This corporation shall have and exercise all rights and powers conferred on corporations under the laws of the State of Missouri, provided, however, that this corporation is not empowered to engage in any activity which in itself is not in furtherance of its purposes as set forth in subparagraph A of this Article IV.
C. It is expressly provided that the corporation shall not have the following powers and is prohibited from exercising same:
(1) to engage in any activity not permitted to be transacted by a corporation formed under the laws of the State of Missouri respecting not-for-profit corporations;
(2) to do anything or perform any act which would cause it to be disqualified as a corporation organized exclusively for religious, charitable, scientific, or educational purposes under the provisions of Sec. 501(c) (3) of Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law);
(3) to devote a substantial part of its activities to attempting to influence legislation by propaganda or otherwise, or directly or indirectly participate in, or intervene in (including publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office, or to have objections and engage in activities which characterize it as a political organization now defined by United States Treasury Regulations Sec. 501 (e)(3)-1(c)(3); and any part of the earning or profits of the corporation to the benefit of any private individual.
FIFTH: The corporation shall have the power and right: To take by purchase, gift, devise, bequest or otherwise, to take and receive under trust or in trust, and to hold, own, use and control in its corporate name, all trusts created as aforesaid; to contract and be contracted with; to buy, sell, convey, mortgage, hypothecate, lease, let and otherwise acquire or dispose of property, real, personal or mixed; to borrow money and issue notes, bonds or other obligations and evidences of indebtedness, and to secure the payment of any of the same; to sue and be sued in any legal proceedings; and to have and possess all other general powers conferred upon similar corporations by law, without limitation by reason of the specification of powers herein.
SIXTH: The original membership of the corporation shall consist of those persons who now constitute the membership of the voluntary association or society, known as THE NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY. Other members may be admitted as provided in the Bylaws, in force from time to time: provided that to be eligible for membership in the corporation, the applicant must be a Native Son, born at least twenty-one years prior to the date of his application for membership, and while his parents were domiciled within the metropolitan limits of Kansas City, consisting only of the counties of Jackson, Clay, Platte, Cass, Ray and Lafayette in Missouri and the counties of Wyandotte, Johnson, Leavenworth and Miami in Kansas. Members shall have such privileges and be grouped in such classes as may therein be provided, and the membership, both of the original members and of the members hereafter admitted, shall be subject to termination as may be provided in such Bylaws.
SEVENTH: The Corporation shall be managed and conducted by a Board of Directors, consisting of such number of persons, and elected in such manner, as may be provided by the Bylaws, in force and effect at the time of election of directors.
The following named persons, who shall hold office until new directors are elected, pursuant to the Bylaws shall constitute the first Board of Directors, to-wit: Herman T. Tabor, Dr. Abram Miller, Flournoy Quest, Eugene H. Blake, Cecil E. Lovejoy, James Anderson, Samuel A. Dew, Edward B. Garnett, Spencer F. Harris, W. R. Hornbuckle, Morton T. Jones, Alfred M. Seddon, Kenneth W. Tapp, Howard R. Winter, Francis A. Wright.
EIGHTH: The following named persons, who shall continue in office until new officers of the Association are elected, pursuant to the Bylaws, shall constitute the first officers of the corporation, with the usual powers and duties usually conferred upon them by the Bylaws, to-wit:
President Herman L. Taber
Vice President Dr. Abram Miller
Flournoy Quest
Secretary Eugene H. Blake
Treasurer Cecil E. Lovejoy
Historian James Anderson
NINTH: The corporation reserves the rights to amend, alter, or repeal any provisions contained in its Articles of Agreement by affirmative vote of two-thirds of the members present at any meeting of the members, notice that an amendment to the Articles is to be considered having been given in the call of the meeting. Such amendment shall become effective in the manner prescribed by the statutes of Missouri and all rights and powers conferred herein are granted subject to this reservation. The corporation further reserves the right to accept and avail itself of, or subject itself to, all provisions of any statutes of Missouri hereafter adopted pertaining to not-for-profit corporations, and to exercise all of the rights, powers and privileges conferred, and to assume all of the obligations and duties imposed by any of such statutes; provided, however, the Corporation shall not have the power to do anything or perform any act which could cause it to be disqualified as a corporation organized exclusively for religious, charitable, scientific or educational purposes under provisions of Sec. 501(c)(3) of Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
TENTH: Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such a manner, or to such organizations organized and operated exclusively for religious, charitable, scientific or educational purposes as shall at the time qualify as an exempt organization or under organizations Sec. 501(c)(3) of Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the registered office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
BYLAWS
(Adopted at Membership Meeting of January 4, 1938, as later revised.)
BYLAWS OF
THE NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY
ARTICLE I
Purposes and Powers
The Native Sons and Daughters of Greater Kansas City, a Missouri nonprofit corporation, (Corporation) is organized and will be operated exclusively for any purposes set forth specifically in its Articles of Incorporation (Articles), as may from time to time be amended and those more specifically mentioned as follows:
To promote closer association, better acquaintance and greater fraternalism among the members of the Corporation;
To arouse a more widespread public interest in the civic spirit and achievement of those who founded Kansas City, Missouri, and were responsible for its early development;
To assist in maintaining, in the interest of the general welfare of the Kansas City Metropolitan area, an unselfish interest among all citizens in its municipal problems, and
To acquire, possess, preserve and maintain archives of historical interest, relating to the development of Kansas City and the surrounding territory or to those who have resided therein and contributed to such development.
ARTICLE II
Members
Section 1. To be eligible for membership in the Corporation, the applicant must be twenty-one (21) years of age or older on the date of the application, either born within the metropolitan Kansas City area and/or interested in the community and its history.
Section 2. Native Son or Daughter means a person, who was born in metropolitan Kansas City, or who was born outside metropolitan Kansas City, whose parents at the time of their birth, were domiciled in Metropolitan Kansas City. For this purpose, metropolitan Kansas City includes the counties of Jackson, Clay, Platte, Lafayette, Cass and Ray in Missouri and the counties of Wyandotte, Johnson, Leavenworth, and Miami in Kansas.
Section 3. Each applicant for membership in the Corporation shall make application in writing to the Corporation. Such application must be first approved unanimously by the Membership Committee of the Corporation, and upon favorable action by said Committee, submitted for final approval to the Board of Directors of the Corporation by majority vote at a duly called meeting. No vote of the membership at large shall be required to admit a new member. Each application must be accompanied by a remittance by the applicant of membership initiation fee and dues as set by the Board of Directors.
:
Section 4. All members shall have all the privileges, and be subject to the same responsibilities and obligations of membership, including eligibility to all elective and appointive committee offices.
ARTICLE III
Membership Dues
Section 1. Each member of the corporation shall pay dues as determined and approved by a two-thirds (2/3) majority vote of the full Board of Directors at a duly called meeting.
Section 2. The annual membership dues shall be due and payable on the first day of January of each calendar year. Members whose annual dues are not paid by April 1 shall be removed from the membership of the Corporation. Any such removed member may be reinstated as follows:
*If the reinstatement is in the same calendar year in which the individual was removed, then upon payment of the dues, which the individual should have paid before April 1 of that year;
*If reinstatement after the calendar year in which the individual was removed, then the dues required for reinstatement shall be the dues, which were owed at the time the individual was removed plus the dues for the calendar year of reinstatement.
Section 3. New member applicants under 30 years of age are required to pay the designated membership initiation fee, and their first year’s dues are waived.
Section 4. If an applicant registers a membership application on, or following the date of the Annual Meeting, and is subsequently approved for membership within the 4th annual quarter by the Board of Directors thereafter his or her receipt for dues shall cover the balance of the remaining year and the following year in full.
Section 5. In order to be eligible to vote on any matter and be considered in good standing, a member, Officer or Director must be current on his or her dues.
ARTICLE IV
Board of Directors
Section 1. The policies and activities of the Corporation shall be managed, directed, and controlled by a Board of Directors (Board) of eighteen (18) elected Directors. The Directors shall be elected by the membership for three (3) year terms with one-third (1/3) of the director terms expiring at each annual meeting. Directors are limited to three full terms. After being off the Board of Directors for one year a person may be re-elected to the Board. If a Director is appointed to a partial term the partial term shall not count toward the term limit. The Directors shall be expected to attend not less than four (4) meetings a year for the health and prestige of the organization. If a Board member fails to attend four (4) scheduled Board or Executive meetings a year it may result in removal from the position on the Board (and as an officer, if applicable), and the vacant Directorship may thereafter be elected by the Board (See ARTICLE XV, Removal from Office).
Section 2. At the 2008 election, eighteen (18) members shall be elected to the Board for a one-year term of office. Thereafter, in 2009, all eighteen (18) members shall be elected to staggered terms, as follows: six (6) members shall be elected to a one-year term; six (6) members elected to a 2-year term and six (6) members elected to a three-year term of office. Thereafter, elections shall be held so that eventually all members shall be elected to 3-year terms of office.
Section 3. The Board of Directors at its discretion may appoint up to three additional Directors over and above the 18 member elected Directors mentioned above subject to the following:
3.1. The Board of Directors may by a two-thirds (2/3) majority vote of the Directors present at a duly called meeting elect, at anytime 1,2 or 3 person(s) whom the Board feels are of special promise or whose talents, knowledge, or skills will benefit the Corporation.
3.2. At no time shall the total number of Board appointed Directors exceed three (3).
3.3. If appointed: for one (1) year the appointed Director shall serve until the end of the current calendar year; for two (2) years the appointed Director shall serve for the remainder of the of the current calendar year and until the end of the following calendar year; for three (3) years the appointed Director shall serve for the remainder of the of the current calendar year and until the end of the following two calendar years.
3. 4. All such appointed Directors shall during their term have the same status, responsibilities and privileges accorded those Directors elected by the membership.
Within a reasonable time following the election of Board Members, the existing Board shall elect all officers from its own ranks after consideration of the recommendation of the Nominating Committee.
ARTICLE V
Annual Meeting
The Annual Meeting of the Corporation shall be held each year at a place and time to be designated by the President of the Board by at least two weeks written notice mailed and/or e-mailed to the Members of the Corporation, at which meeting the principal order of business shall be the election of Directors of the Corporation. The Directors elected at said annual meeting of the Corporation shall take office on the first day of January following their election.
ARTICLE VI
Officers
Section 1. The Officers of the Board shall be President, First Vice President, Second Vice President, Secretary, Treasurer, Historian, and Immediate Past President, each of whom shall hold office for one year, or until a successor has assumed office; and none of said officers shall be eligible to succeed themselves in the same office except the Secretary, Treasurer, and the Historian, each of whom may be elected respectively to succeed themselves in office. The Corporation may furnish a fiduciary bond, at the expense of the Corporation for the Treasurer and Executive Secretary in such amount as shall be approved by the Board of Directors.
Section 2. The President shall preside at all meetings of the Board of Directors, Executive Committee, and the Annual Meeting. He or she shall appoint chairs of all committees including standing committees (Corporate Service Committees), Community Service Committees and any ad hoc committees deemed necessary. The President shall be responsible for negotiations and supervising the execution of all legal contracts for the Corporation.
Section 3. In the absence or inability of the President to preside over meetings in Section 2 of this Article, the First Vice President shall assume such duties of the office and such other duties customary to that office and as may be delegated by the President of the Board of Directors. Additionally, the First-Vice President is an ex-officio member of all committees except that of the Executive Committee.
Section 4. In the absence or inability of the President and First Vice President to perform duties as set out in this Article, the Second Vice President shall perform the duties of that office. In addition, the Second Vice President shall serve as Chair of the Outstanding Kansas Citian Committee.
Section 5. The Secretary shall cause to be kept suitable records of all Board proceedings. The Secretary will attend to such correspondence as may be incidental to the office, and still perform other duties and discharge all other responsibilities which customarily relate and pertain to the office of Secretary.
Section 6. The Treasurer shall cause to be kept accurate and complete books and records of all receipts, disbursements, assets, liabilities, and financial transactions of the corporation.
The Treasurer shall serve as Chair of the Finance Committee;
The Treasurer or President shall countersign all checks drawn on Native Sons and Daughters accounts at any financial institution with which it does business, and keep a current log of all such transactions by date, check number, payee and amount for subsequent reports to and for the Board;
The Treasurer shall see that all monies are deposited in such depositories by deposit receipt as the Board shall select from time to time by majority vote at a duly called meeting;
The Treasurer shall ensure there will be rendered to the members an accounting of transactions regarding the financial condition of the organization and provide quarterly budget reports accordingly;
The Treasurer shall be especially mindful of the board’s “Conflict of Interest Policies” adopted, ensuring the enforcement of same and reporting such conflicts to the Board as they occur, if any;
The Treasurer shall require that any financial institution with which the Corporation does business provide, not less often than monthly, to the Treasurer and Executive Director, and such officers as the President shall direct, complete financial statements reflecting accurately the status of all Corporation accounts;
The Treasurer shall not do any Corporation financial business with any Corporation Officers, Directors or Members without prior approval of the Board of Directors;
The Treasurer shall schedule a representative of the financial institution(s), which handle the Corporation’s trust(s) to present the status of such account(s) to the Board of Directors, or Executive Committee, on a semiannual basis.
Section 7. The Historian shall collect and preserve in some suitable place and manner the historic records and documents of the Corporation, including articles, pictures and data of general historical interest to the metropolitan Kansas City Area and vicinity. The location(s) of such stored artifacts shall be approved by a majority vote of the Board at a duly called meeting. The Historian shall serve as Chair of the Archives Committee.
Section 8. The Immediate Past President shall act as an advisor, serve in positions as described elsewhere in these Bylaws and have the same voting privileges as any Director on the Board.
ARTICLE VII
Election of Directors and Officers
Section 1. The President, by the month of August and at least four (4) weeks prior to each annual election at the Annual Meeting, shall appoint a committee of seven (7) members of the Corporation, four (4) of whom shall not be Directors, to be known as the Nominating Committee, whose duty shall be to nominate a list of six (6) candidates for the position of Director (only one person per each Directorship) for the next ensuing three(3) calendar years and to mail and/or e-mail the list to the Members of the Corporation at least three weeks prior to said annual election. Any other five members of the Corporation in good standing may nominate a list of six (6) candidates for the position of Director (only one person per each Directorship) for the next ensuing three (3) calendar years and mail and/or e-mail the same over their signatures to the members of the Corporation, at least one week prior to the annual election of the Corporation, Each of the candidates thus nominated for positions as Directors, and no others, shall be voted on by the members at the Annual Meeting of the Corporation. The six (6) candidates receiving the highest number of votes will become the newly elected Directors.
Section 2. Information required on the lists: The Nominating Committee’s list and any list submitted by five members of the Corporation in good standing, shall list along with the name of each candidate the “term expiration date”, if elected, and the “term limit date” (i.e. the last day the person could serve if consecutively elected for the maximum of three [3] terms). In addition the Nominating Committee shall furnish a list of all current Directors showing their current “term expiration date” and the “term limit date” if consecutively elected for the maximum of three (3) terms.
Section 3. Following the election of Directors at the Annual Meeting and no later than the November scheduled meeting of the Board of Directors for the current calendar year, the Nominating Committee shall submit its recommendations of candidates for each Officer position. At the same meeting of the Board any Director may nominate one (1) or more additional candidate(s). The current Board shall then vote for each Corporate Officer position (i.e., President, First-Vice President, Second-Vice President, Secretary, Treasurer and Historian), for the next ensuing calendar year. The position of Immediate Past President is filled by definition.
Section 4. In case of vacancy in any Office of the Corporation or in case of a vacancy on the Board of Directors, from any cause, the Board of Directors may elect, by a two-thirds (2/3) majority vote at a duly called meeting, from the Members of the Corporation a person to fill the unexpired term of such Officer or Director of the Corporation.
Section 5. All Officers and Directors shall serve without compensation.
ARTICLE VIII
Items of Business for the Board of Directors, Executive Committee, Member and Annual Meetings
Section 1. The President shall call meetings of the Board of Directors, or whenever requested by a majority of the Board, provided, however, that at least one meeting of the Board shall be held during each quarter of each calendar year.
Section 2. Seven members of the Board shall constitute a quorum for the transaction of business.
Section 3. At meetings of the Board, the Executive Committee, of the Membership, and at the Annual Meeting, the following list of items may be considered for the agenda, with the actual agenda items and the order of business as directed by the presiding officer of the meeting:
Meeting called to order by presiding officer.
Record of Attendance made.
Reading of minutes of previous meeting of the Corporation, and/or Board of Directors, and /or Executive Committee and/or Membership and or Annual Meeting.
General Communications at appropriate/applicable points in time.
Secretary’s Report
Treasurer’s Report
Other Officer Reports.
Corporate Standing Committee Reports
Advisory Committee
Archives Committee
Audit Committee
Bylaws Committee
Communications Committee
Executive Committee
Finance Committee
Historical Markers Committee
Legal Affairs Committee
Membership/Social Committee
Memorial Committee
Outstanding Kansas Citian Committee
Program Committee
Community Service Committee Reports
Daniel Morgan Boone Park
Elmwood Cemetery
Fort Osage
Liberty Memorial
Speakers Bureau
Town Site Preservation
Union Cemetery
Western Historical Manuscript Collection
Westport Historical Society Liaison
Wornall - Majors House Museums
Wyandotte County Historical Society and Museum
Any other reports
Executive Secretary Report
Special Business
Unfinished Business
General or new business
Entertainment program
Adjournment
ARTICLE IX
Committees
The President shall appoint all chairs of all standing committees and the chairs of any committees established by a two-thirds (2/3) majority vote of the Board of Directors at a duly called meeting. The President shall act as an ex-officio member of all committees. The Corporate Standing Committees shall be as follows:
1) Advisory Committee
2) Archives Committee
3) Audit Committee
4) Bylaws Committee
5) Communications Committee
6) Executive Committee
7) Finance Committee
8) Historical Markers Committee
9) Legal Affairs Committee
10) Membership/Social Committee
11) Memorial Committee
12) Outstanding Kansas Citian Committee
13) Program Committee
Section 1. The Advisory Committee shall consist of members of the Corporation who have served as President thereof and whose experience and counsel shall be available to the Officers and Directors as may be desired. Said committee shall hold at least one meeting per year, to be called by the outgoing President, who shall serve as Chairman for the following year. He or she shall invite the newly elected President to attend such meeting. This Committee may recommend long range strategic planning to guide the Corporation’s future.
Section 2. The Archives Committee Chairperson with the assistance of the Board Secretary shall be responsible for assembling all records of the Corporation; including minutes, newsletters, photos, and other significant documents on an annual basis. At the beginning of the current year each committee chairperson, from the previous calendar year, shall submit an annual report for the previous calendar year. These artifacts shall be deposited at the beginning of the current calendar year into the archives designated by the Corporation.
Section 3. The Audit Committee shall be composed of no fewer than three (3) Directors and non-directors as shall be determined by the Chairman. At least one member of the Committee shall be a financial expert. “Financial expert” shall mean a person who has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller or principal officer of a company, or from a position involving the performance of similar functions: (a) an understanding of generally accepted accounting principles and financial statements, (b) experience with internal accounting controls, and (c) an understanding of Audit Committee functions. The Committee shall have the following responsibilities.
Assist the Board in fulfilling its responsibilities for general oversight of the integrity of the Corporation’s financial statements.
Annually, the Audit Committee shall meet and report its findings of the previous year’s finances to the Board of Directors by no later June 30 so as to permit review of IRS filings applicable to the year being reviewed.
The Audit Committee may recommend to the Board of Directors the use of an outside auditor, independent of the Corporation. In the event there is a need for an outside auditor, the committee shall:
oversee the performance of the auditors’ qualifications and independence; and
advise the Board regarding the selection of, discharge of, and approve compensation for the independent auditor.
Section 4. The Bylaws Committee shall review the Policies, Practices and Procedures (see ARTICLE XVI) annually and the Bylaws and Charter periodically and make recommendations to the Board for revisions as necessary.
Section 5. The Communications Committee, chaired by the First-Vice President, shall be responsible for making timely reports to the Corporation’s membership and on any matters deemed of interest, to the public. The Committee shall provide oversight to the production of the membership Roster, the website, newsletter, mail and e-mail communications to the membership, and other means and methods of informing membership of interest and activities of Corporation.
Section 6. The Executive Committee shall consist of the President, First-Vice President, Second-Vice President, Secretary, Treasurer, Immediate Past President of the Corporation, and Historian. The chairs of the Corporate Standing and Community Service Committees may be invited to attend the meetings but shall not be voting members of such committee. The Committee shall convene between Board meetings to make decisions that cannot be delayed until the next Board meeting. The Executive Committee shall also meet periodically as deemed necessary by the President or at the written request of at least two of the Committee Members. At each meeting of the Board of Directors, the proceedings and actions by the Executive Committee since the last meeting of the Board shall be reported to the Board. The duties of the Executive Committee shall include serving as liaison between the Board of Directors and the Corporation Trustee managing the Corporation’s trust fund(s). The Executive Committee shall appoint an Executive Secretary whose duties are outlined in Article X.
Section 7. The Finance Committee, chaired by the Treasurer, shall consist of at least three members of the Board to monitor all financial records of the Board and the Trust Account and make timely reports to the Board accordingly.
Section 8. The Historical Markers Committee shall consist of no less than three members of the Corporation, and with the cooperation of the President and Secretary, shall facilitate the development and implementation of marker narrative, purchase, delivery, and placement of markers sponsored by the Corporation. Additionally, the Committee shall facilitate and conduct a peer review of each marker, assuring accuracy of historic data, formatting, syntax, and punctuation prior to casting. Unless otherwise approved by the Corporation, all historic markers facilitated by the committee shall be fine-quality cast aluminum. The committee shall establish criteria for selecting a potential marker location. All historic markers sponsored by the Corporation require the approval of the Board of Directors. Markers may or may not remain the property of the Corporation once installed.
Section 9. The Legal Affairs Committee shall monitor the legal affairs of the Corporation and make recommendations to the Board to maintain the Corporation in good legal standing.
Section 10. The Membership/Social Committee shall consist of no less than three members of the Corporation, who shall examine and pass upon each application for membership in the Corporation, and if the Committee unanimously approves such application, shall submit the application to the Board for approval by a majority vote at a duly called meeting. The Committee shall also plan social events.
Section 11. The Memorial Committee shall consist of three members of the Corporation. Upon the death of any member of the Corporation, and as shortly thereafter as it is practicable, the Committee shall prepare, in writing, a memorial in respect to such deceased member of the Corporation, which memorial shall be filed and recorded by the Secretary of the Corporation in the permanent records of the Corporation. The Committee Secretary, Executive Secretary, or the Secretary of the Corporation shall mail and/or e-mail written copies of such memorial to the widow of such deceased member of the Corporation, or to the next immediate members of the deceased’s family.
Section 12. The Outstanding Kansas Citian Committee shall plan the Annual Awards Ceremony honoring persons who have made extraordinary contributions to the welfare, progress, and/or preservation of the history of the Kansas City community. The, Second-Vice President shall serve as Chair. The members of the Committee shall be the President, the Immediate Past President, the First-Vice President and three (3) members, in good standing, of the Corporation, one (1) of which, when possible, should be a past Outstanding Kansas Citian.
Section 13. The Program Committee shall consist of no less than three members of the Corporation, and with the cooperation of the President and Executive Secretary, shall arrange and provide programs for the Corporation.
ARTICLE X
Duties of the Executive Secretary
Section 1. The Executive Secretary shall function in three main areas:
A. cause to record and preserve committee, work group and individual efforts that involve the business, heritage and history of the organization.
B. act as an organizational participant for our sponsored events and membership meetings whose nature requires and is facilitated by the action and presence of that individual.
C. act and function under the direction of the President and in her/his absence, the First-Vice President, to provide secretarial duties generally attributed to that position.
Section 2. The Executive Secretary is charged by its members with maintaining the organization’s comprehensive programs. He or she shall carry out the directions of the President and the Executive Committee in accordance with Board Policy.
Section 3. The Executive Secretary shall be immediately responsive to the President and members of the Executive Committee in administering the day-to-day operations and shall attend all Board and Executive Committee meetings, but shall have no vote.
Section 4. The Executive Secretary may recommend such policies, programs and procedures as appear reasonable to further benefit the organization to the Executive Committee for consideration by the Board.
Section 5. The Executive Secretary shall keep all organizational records current, including those submitted by committee chairs, written or oral, and filed for Executive, Audit or Archives Committee review.
Section 6. The Executive Secretary shall prepare or cause to be prepared such reports of whatever kind and nature as are required by the Board and shall prepare an agenda for all meetings of the Board and the Executive Committee, together with explanatory notes, if any are required.
Section 7. The Executive Secretary shall be compensated contractually as agreed to by such person and as approved by a majority vote of the Board at a duly called meeting. He or she shall be paid monthly or twice monthly as agreed to by the parties to the agreement. The Corporation shall calculate all applicable Federal, State and /or Local Government employment related taxes and/or levies as required by law and pay such monies to the appropriate Federal, State and /or Local Government agencies as required by law. Any amendments to such agreed upon compensation shall be initially determined by the Executive Committee and if recommended by the Executive Committee, become effective when approved by a majority vote of the Board at a duly called meeting.
ARTICLE XI
Annual Report of the Treasurer
At the end of each calendar year, a statement shall be made in writing and filed with the Corporation, by the Treasurer, showing all moneys received by the Corporation, and how expended, which statement shall be on file and open to inspection by all members of the Corporation and upon request by members of the public.
ARTICLE XII
Meetings of the General Membership
Section 1. Meetings of the General Membership shall be held at least two (2) times during each calendar year, upon the call of the President, a Vice-President, or the Board of Directors of the Corporation. The notice of each meeting shall be mailed and/or e-mailed to the members of the Corporation at least five (5) days prior to the date of the meeting and shall state the purpose, place and time of the meeting. A meeting of the Membership includes the Annual Meeting.
Section 2. Ten percent (10%) of the members of the Corporation in good standing, in attendance at any duly called meeting of the Corporation, shall constitute a quorum for the transaction of business.
ARTICLE XIII
Indemnification
Section 1. The Corporation shall indemnify, defend and hold harmless any person who was or is a party, or is threatened to be made party, to any threatened, pending or completed action, suit, or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he or she is or was a Director or Officer of the Corporation. The Corporation shall indemnify such person against all expenses, liability and loss, including attorneys’ fees, judgments, fines and amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the fullest extent authorized by Missouri law, as the same exists or may hereafter be amended.
Section 2. The right to indemnification conferred by this Article shall be a contractual right. Such right shall include the right to be paid, by the Corporation, expenses incurred in defending a civil or criminal action, suit or proceeding prior to its final disposition. The Board shall authorize such advance payment upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount unless it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article.
Section 3. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any provision of law or these bylaws. Indemnification shall continue as to a person who has ceased to be Director or Officer, and his or her heirs, personal representatives or assigns shall succeed to his or her rights under this Article.
Section 4. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
Section 5. Directors and Officers shall not receive any compensation for any services rendered in their official capacity; however, nothing herein contained shall be construed to preclude a Director or Officer from receiving reimbursement from the Corporation for expenses incurred in serving the Corporation or on its behalf, or from receiving compensation for services actually rendered the Corporation in any other capacity.
ARTICLE XIV
Conflicts of Interest
Section 1. A conflict of interest is a transaction with the Corporation in which a Director or Officer has material interest. A material interest will be presumed in any transaction from which a Director or Officer would receive a fee, commission or bonus, whether directly or indirectly. Conflicts of interest include those directly involving the Director or Officer or indirectly through a spouse, child or other close family relationship. The potential conflict could also be created by a direct or indirect interest in an issue before the Board for action such as a vote on an issue affecting a competitor’s business.
Section 2. Any duality of interest or possible conflict of interest on the part of any Director or Officer shall be disclosed to the other Directors and made a matter of record through an annual procedure and also when the interest affects or potentially affects Board action.
Section 3. Any Director or Officer having a duality of interest or possible direct or indirect conflict of interest or any matter shall not vote or use his or her personal influence on the matter, and he or she shall not be counted in determining the quorum for the meeting at which such vote occurs, even when permitted by law. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the quorum.
Section 4. All new Directors and Officers will be advised of this policy.
ARTICLE XV
Removal from Office
Section 1. At the discretion of the Board, and by two-thirds (2/3) majority vote of the full Board, a Director or Officer may be removed from his or her position or office in the event the Board determines a person has committed malfeasance of office.
Section 2. If a Director or Officer fails to attend four (4) scheduled Board or Executive Committee meetings a year it may result in removal from the position on the Board (and as an officer, if applicable), and the vacant Directorship (or Office) may thereafter be elected by the Board. Any such removal shall require a two-thirds (2/3) majority vote of the full Board.
Section 3. Prior to a vote to remove an Officer or Director from the Board, the person in question shall be given the opportunity to provide a written or oral statement to the Board giving reasons for remaining in the position that he or she has held.
ARTICLE XVI
Board Policies, Practices and Procedures
The Board of Directors may from time to time establish such policies, practices and procedures as it deems advisable to help assure the health, viability and longevity of the Corporation as follows:
Section 1. Where there is a need for policies, practices and procedures (PPPs) to address matters that impact relations between two (2) or more committees, a committee(s) and the Executive Secretary, an Officer and any other Officer or the Executive Secretary and/or any of these and a contracted person or entity, any Officer, Board Member, Committee Chair or Executive Secretary may submit or any other member may submit through any one of the forgoing persons, a policy and/or practice and/or procedure (PPP) in writing. The proposed (PPP) shall be mailed and/or e-mailed at least three weeks prior to the next meeting of the Board of Directors or Executive Committee meeting to all Officers, and Board Members plus any Committee Chairs and/or the Executive Secretary that can be reasonably expected to be impacted by the proposed (PPP). At the next duly called meeting of the Board of Directors or Executive Committee a simple majority vote at a duly called meeting is required to pass the proposal. Following the adoption of a (PPP) the Executive Secretary shall inform the full Board and appropriate committee chairs.
Section 2. In particular the Board, along with the appropriate input from committee chairs and, when impacted, the Executive Secretary, shall establish (PPPs) related to time-sensitive items and/or actions. Such time-sensitive items, functions and/or actions include, but are not necessarily limited to, checking accounts, savings accounts, post office boxes, trusts holdings, data bases, computer access, and archive materials that are under lock or limited access. These (PPPs) should address at a minimum, the potential negative impact caused by the inability, whether temporary or long term, of the person primarily responsible for the time sensitive item(s), function(s) and/or action(s) to perform such. These (PPPs) should address not only who has access, but the conditions of and the order of succession of access, while protecting the person primarily responsible for the time sensitive item(s), function(s) and/or action(s) from undue interference.
Section 3. Each committee shall establish (PPPs) related to its own specific functions and may do so without specific Board approval. These (PPPs) shall serve to augment the Bylaws and those (PPPs) established by the Board, and/or that which is described in Section 1 and Section 2 of this Article. A copy of each committee (PPPs) shall remain on file with the Chair of the Bylaws Committee, as well as with the appropriate committee chair. The (PPPs) of each committee, and revisions thereof, may require Board approval by a simple majority vote at a duly called Board meeting, if the Board or Executive Committee calls for a review and modification of the PPP.
ARTICLE XVII
Website / Media Administrator
Section 1. The position of Website/Media Administrator shall be contractually based between the Corporation and agent serving as Website/Media administrator, with requirements, duties, responsibilities and obligations of each party defined within the contractual agreement. The period of this renewable contract shall be as expressed in the contractual agreement.
Section 2. The Website/Media Administrator is encouraged to be a member of the Corporation.
ARTICLE XVIII
Newsletter Editor
Section 1. The position of Newsletter Editor shall be contractually based between the Corporation and agent serving as Newsletter Editor, with requirements, duties, responsibilities and obligations of each party defined within the contractual agreement. The period of this renewable contract shall be as expressed in the contractual agreement
Section 2. The Newsletter Editor is encouraged to be a member of the Corporation.
ARTICLE XIX
Amendments to Bylaws
The Bylaws of the Corporation may be amended by two-thirds (2/3) vote of the members of the Corporation present at any duly called meeting of the Corporation, provided that either (1) said amendment has been duly adopted by the Board of Directors and recommended to the membership for approval; or (2) notice of the proposed amendment containing the substance thereof in writing subscribed by three (3) members of the corporation, shall be given and publicly read at a meeting of the Corporation prior to the taking of a vote thereon.
PREVIOUSLY APPROVED BYLAWS
ARTICLE OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, for the purpose of forming, in connection with others, a corporation under the laws of Missouri, relating to the benevolent, religious, scientific, educational and miscellaneous associations under Article Ten, Chapter 32, of the Revised Statutes of Missouri, 1920, and amendments thereto, have entered into the following agreement:
FIRST: The name of the corporation shall be THE NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY.
SECOND: Its location shall be in Kansas City, Jackson County, Missouri.
THIRD: Its duration shall be perpetual.
FOURTH: A. This corporation is a not-for-profit corporation and is organized and shall be operated exclusively for such charitable and educational purposes as will qualify it as an exempt organization under Internal Revenue Code 501 (C) (3) (or corresponding provision of any future United States Internal Revenue Law), and more particularly:
(1) to acquire, possess, preserve and maintain archives of historical interest, relating to the development of Kansas City and the surrounding territory, or to those who have resided therein and contributed to such development;
(2) to assist in maintaining, in the interest of the general welfare of the Kansas City Metropolitan area, both Missouri and Kansas, an unselfish interest among all citizens in its municipal problems; and
(3) to make distribution to organizations that qualify as tax exempt organizations under the Code.
B. This corporation shall have and exercise all rights and powers conferred on corporations under the laws of the State of Missouri, provided, however, that this corporation is not empowered to engage in any activity which in itself is not in furtherance of its purposes as set forth in subparagraph A of this Article IV.
C. It is expressly provided that the corporation shall not have the following powers and is prohibited from exercising same:
(1) to engage in any activity not permitted to be transacted by a corporation formed under the laws of the State of Missouri respecting not-for-profit corporations;
(2) to do anything or perform any act which would cause it to be disqualified as a corporation organized exclusively for religious, charitable, scientific, or educational purposes under the provisions of 501 (C)(3) of Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law);
(3) to devote a substantial part of its activities to attempting to influence legislation by propaganda or otherwise, or directly or indirectly participate in, or intervene in (including publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office, or to have objections and engage in activities which characterize it as a political organization now defined by United States Treasury Regulations 51.501 (E)(3)-1(C)(3); and any part of the earning or profits of the corporation to the benefit of any private individual.
FIFTH: The corporation shall have the power and right: To take by purchase, gift, devise, bequest or otherwise, to take and receive under trust or in trust, and to hold, own, use and control in its corporate name, all trusts created as aforesaid; to contract and be contracted with; to buy, sell, convey, mortgage, hypothecate, lease, let and otherwise acquire or dispose of property, real, personal or mixed; to borrow money and issue notes, bonds or other obligations and evidences of indebtedness, and to secure the payment of any of the same; to sue and be sued in any legal proceedings; and to have and possess all other general powers conferred upon similar corporations by law, without limitation by reason of the specification of powers herein.
SIXTH: The original membership of the corporation shall consist of those persons who now constitute the membership of the voluntary association or society, known as THE NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY. Other members may be admitted as provided in the Bylaws, in force from time to time: provided that to be eligible for membership in the corporation, the application must be a Native Son, born at least twenty-one years prior to the date of his application for membership, and while his parents were domiciled within the metropolitan limits of Kansas City, consisting only of the counties of Jackson, Clay, Platte, Cass, Ray and Lafayette in Missouri and the counties of Wyandotte, Johnson, Leavenworth and Miami in Kansas. Members shall have such privileges and be grouped in such classes as may therein be provided, and the membership, both of the original members and of the members hereafter admitted, shall be subject to termination as may be provided in such Bylaws.
SEVENTH: The corporation shall be managed and conducted by a Board of Directors, consisting of such number of persons, and elected in such manner, as may be provided by the Bylaws, in force and effect at the time of election of directors.
The following named persons, who shall hold office until new directors are elected, pursuant to the Bylaws shall constitute the first Board of Directors, to-wit: Herman T. Tabor, Dr. Abram Miller, Flournoy Quest, Eugene H. Blake, Cecil E. Lovejoy, James Anderson, Samuel A. Dew, Edward B. Garnett, Spencer F. Harris, W. R. Hornbuckle, Morton T. Jones, Alfred M. Seddon, Kenneth W. Tapp, Howard R. Winter, Francis A. Wright.
EIGHTH: The following names persons, who shall continue in office until new officers of the Association are elected, pursuant to the Bylaws, shall constitute the first officers of the corporation, with the usual powers and duties usually conferred upon them by the Bylaws, to-wit:
President Herman L. Taber
Vice President Dr. Abram Miller
Flournoy Quest
Secretary Eugene H. Blake
Treasurer Cecil E. Lovejoy
Historian James Anderson
NINTH: The corporation reserves the rights to amend, alter, or repeal any provisions contained in its Articles of Agreement by affirmative vote of two-thirds of the members present at any meeting of the members, notice that an amendment to the Articles is to be considered having been given in the call of the meeting. Such amendment shall become effective in the manner prescribed by the statutes of Missouri and all rights and powers conferred herein are granted subject to this reservation. The corporation further reserves the right to accept and avail itself of, or subject itself to, all provisions of any statutes of Missouri hereafter adopted pertaining to not-for-profit corporations, and to exercise all of the rights, powers and privileges conferred, and to assume all of the obligations and duties imposed by any of such statutes.
BYLAWS
(Adopted at Membership Meeting of January 4, 1938)(As revised up to December 31, 1997)
BYLAWS OF THE BOARD OF DIRECTORS OF THE
NATIVE SONS AND DAUGHTERS OF GREATER KANSAS CITY
ARTICLE I
Purposes and Powers
The Native Sons and Daughters of Greater Kansas City, a Missouri nonprofit corporation
(Corporation) is organized and will be operated exclusively for any purposes set forth specifically in its Articles of Incorporation (Articles), as may from time to time be amended and those more specifically mentioned as follows:
To promote closer association, better acquaintance and greater fraternalism among the members of the Corporation;
To arouse a more widespread public interest in the civic spirit and achievement of those who founded Kansas City, Missouri, and were responsible for its early development;
To assist in maintaining, in the interest of the general welfare of the Kansas City Metropolitan area, an unselfish interest among all citizens in its municipal problems, and
To acquire, possess, preserve and maintain archives of historical interest, relating to the development of Kansas City and the surrounding territory or to those who have resided therein and contributed to such development.
ARTICLE II
Members
Section 1. To be eligible for membership in the corporation, the applicant must be a Native Son or Daughter, as defined below, born at least twenty-one years prior to the date of his or his application for membership.
Section 2. Native Son or Daughter means a person, who was born in Metropolitan Kansas City, or who was born outside Metropolitan Kansas City, whose parents at the time of their birth, were domiciled in Metropolitan Kansas City. For this purpose, Metropolitan Kansas City includes the counties of Jackson, Clay, Platte, Lafayette, Cass and Ray in Missouri and the counties of Wyandotte, Johnson, Leavenworth, and Miami in Kansas.
Section 3. Each applicant for membership in the corporation shall make application in writing to the corporation. Such application must be first approved unanimously by the committee on membership of the corporation, and upon favorable action by said committee, submitted for final approval to the Board of Directors of the corporation. No vote of the membership at large shall be required to admit a new member. Each application must be accompanied by a remittance by the applicant of an initiation fee as set by the directors and approved by the membership. Each new member upon installation shall receive, at no additional cost to him or her, a certificate of membership, and, also, a receipt for his or her dues paid for the year. If a member is initiated October first or thereafter his or her receipt for dues shall cover the following year in full.
Section 4. Associate members shall be those persons desirous of joining Native Sons and Daughters because of their beliefs in and support of the goals of the organization, but who are not otherwise eligible for membership because they are not Native as defined by Section 2 above. Associate members shall have all the privileges, and be subject to the same responsibilities, as regular members. Associate members shall be eligible for all appointive offices and committee office.
ARTICLE III
Membership Dues
Section 1. The annual membership dues shall be due and payable on the first day of January of each calendar year. Members whose annual dues are not paid by April 1 shall be dropped from the membership of the corporation. Any such dropped member may be reinstated:
*If the reinstatement is in the same calendar year in which he or she was dropped, then upon payment of the dues, which he or she should have paid before April 1 of that year;
*If reinstatement after the calendar year in which he or she was dropped, then the dues required for reinstatement shall be the dues, which were owed at the time he or she stopped plus the dues for the calendar year of reinstatement;
Section 2. There shall be a Junior Membership for persons under 34 years of age. They are required to pay a $25 initiation fee and their first years dues are waived.
Section 3. Each member of the corporation shall pay dues as determined by the Directors and approved by the membership.
ARTICLE IV
Board of Directors
The policies and activities of the Corporation shall be managed, directed, and controlled by a Board of Directors (Board) of eighteen (18) elected Directors. The Directors shall be elected by the membership for three (3) year terms with one-third (1/3) of the director terms expiring at each annual meeting. Directors are limited to three full terms. After being off the Board of Directors for one year a person may be re-elected to the Board. If a Director is appointed to a partial term the partial term shall not count toward the term limit. The Directors shall be expected to attend not less than four (4) meetings a year for the health and prestige of the organization. If a board member fails to attend four (4) meetings a year it may result in his/her position on the Board (and as an officer, if applicable) being vacated, and the vacant Directorship may thereafter be appointed by the Board.
At the 2008 election, eighteen (18) members shall be elected to the Board for a one-year term of office. Thereafter, in 2009, all eighteen (18) members shall be elected to staggered terms, as follows: six (6) members shall be elected to a one-year term; six (6) members elected to a 2-year term and six (6) members elected to a three-year term of office. Thereafter, elections shall be held so that eventually all members shall be elected to 3-year terms of office.
The Board of Directors at its discretion may appoint up to three additional Directors over and above the 18 member elected Directors mentioned above subject to the following:
Section 1. The Board of Directors may by a 2/3 (two thirds) majority vote of the Directors present at a duly called meeting elect, at anytime 1,2 or 3 person(s) whom the Board feels are of special promise or whose talents, knowledge, or skills will benefit the Corporation.
Section 2. At no time shall the total number of Board appointed Directors exceed 3 (three).
Section 3. If appointed; for 1 year the appointed Director shall serve until the end of the current calendar year, for 2 years the appointed Director shall serve for the remainder of the of the current calendar year and until the end of the following calendar year, for 3 years the appointed Director shall serve for the remainder of the of the current calendar year and until the end of the following two calendar years.
Section 4. All such appointed Directors shall during their term have the same status, responsibilities and privileges accorded those Directors elected by the membership.
Within a reasonable time following the election of Board Members, the existing Board shall elect all officers from its own ranks after consideration of the recommendation of the Nominating Committee.
ARTICLE V
Annual Meeting
The annual meeting of the corporation shall be held during the month of October of each year at a place and time to be designated by the President of the Board by at least two weeks written notice mailed to the members of the corporation, at which meeting the principal order of business shall be the election of officers and directors of the corporation for the next ensuing calendar year. The officers and directors elected at said annual meeting of the corporation shall take charge of the affairs of the corporation on the first day of January following their election.
ARTICLE VI
Officers and Directors
Section 1. The officers of the Board shall be President, First Vice President, Second Vice President, Secretary, Treasurer and Historian, each of whom shall hold office for one year, or until a successor has assumed office; and none of said officers shall be eligible to succeed themselves in the same office except the Secretary, Treasurer, and the Historian, each of whom may be elected respectively to succeed themselves in office. The corporation shall furnish a fiduciary bond, at the expense of the corporation for the Treasurer and Executive Secretary in such amount as shall be approved by the Board of Directors.
Section 2. The President shall preside at all meetings of the Board of Directors, Executive Committee, and the annual meeting. He or she shall appoint chairs of all committees including standing committees (Corporate Service Committees), Community Service Committees and any ad hoc committees deemed necessary.
Section 3. In the absence or inability of the President to preside over meetings in Section 2 of this Article, the First Vice President shall assume such duties of the office and such other duties customary to that office and as may be delegated by the President of the Board. Additionally, the First Vice President, as ex officio member, shall supervise and coordinate action of all committees (including committee reports), except that of the Executive Committee, and cause notices to be distributed 10 business days preceding such committee meetings.
Section 4. In the absence or inability of the President and First Vice President to perform duties as set out in this Article, the Second Vice President shall perform the duties of that office. In addition, the Second Vice President shall serve as Chair of the “Outstanding Kansas Citian” committee.
Section 5. The Secretary shall cause to be kept suitable records of all Board proceedings. The Secretary will attend to such correspondence as may be incidental to the office, and still perform other duties and discharge all other responsibilities which customarily relate and pertain to the office of Secretary.
Section 6. The Treasurer shall cause to be kept accurate and complete books and records of all receipts, disbursements, assets, liabilities, and financial transaction of the corporation.
The Treasurer shall serve as Chair of the Finance Committee:
The Treasurer shall countersign all checks drawn on Native Sons and Daughters accounts at any financial institution with which it does business, and keep a current log of all such transactions by date, check number, payee and amount for subsequent reports to and for the Board:
The Treasurer shall see that all monies are deposited in such depositories by deposit receipt as the Board shall select from time to time by majority vote:
The Treasurer shall ensure there will be rendered to the members an accounting of transactions regarding the financial condition of the organization and provide quarterly budget reports accordingly;
The Treasurer shall be especially mindful of the board’s “Conflict of Interest Policies” adopted, ensuring the enforcement of same and reporting such conflicts to the Board as they occur, if any;
The Treasurer shall require that any financial institution with which the corporation does business provide, not less often than monthly, to the Treasurer and Executive Director, and such officers as the President shall direct, complete financial statements reflecting accurately the status of all corporation accounts;
The Treasurer shall not do any corporation financial business with any corporation officers or members without prior approval of the Board.
Section 7. The Historian shall collect and preserve in some suitable place and manner the historic records and documents of the corporation, including articles, pictures and data of general historical interest to Kansas City, Missouri and vicinity. The Historian shall serve as a member of the Archives Committee (a Community Service committee).
ARTICLE VII
Mode and Method of Election
Section 1. The President, at least three weeks prior to each annual election, shall appoint a committee of five members of the corporation, three of whom shall not be directors, to be known as the Nominating Committee, whose duty it shall be to nominate and to mail to the members of the corporation at least two weeks prior to said annual election, a list of candidates for officers and director of the corporation (only one person to be nominated in each of said offices) for the next ensuring calendar year, but any other five members of the corporation in good standing may nominate a candidate or candidates for said officers, or for any of said offices, and mail the same over their signatures to the members of the corporation, at least one week prior to the annual election of the corporation, and all the candidates thus nominated for the position as officers and directors, and no others, shall be voted on by the members at the annual meeting of the corporation.
Section 2. In case of vacancy in any office of the corporation or in case of a vacancy on the Board of Directors, from any cause, the Board of Directors may elect from the members of the corporation a person to fill the unexpired term of such officer or director of the corporation. All officers and directors shall serve without compensation.
ARTICLE VIII
Meetings and Order of Business of the Board of Directors
Section 1. The President shall call meetings of the Board of Directors, or whenever requested by a majority of the Board, provided, however, that at least one meeting of the Board shall be held during each quarter of each calendar year.
Section 2. Seven members of the Board shall constitute a quorum for the transaction of business.
Section 3. At each meeting of the Board, and at each annual meeting, the following general order of business shall be observed, if specifically requested by any member of the Board present; otherwise, the order of business shall be as directed by the presiding officer of the meeting:
1. Meeting called to order by presiding officer and record of attendance made
2. Reading of minutes of previous meeting of the corporation, or Board of Directors
3. Communications
4. Report of the Treasurer
5. Report of the Secretary
6. Report of membership committee and Board of Directors on applications, and approvals of, for membership
7. Special order of business
8. Unfinished business
9. Reports of committees
10. General or new business
11. Entertainment program
12. Adjournment
ARTICLE IX
Committees
The President shall appoint the following as standing committees of the corporation:
1) an Advisory Committee Board; and those established by the Board of Directors upon 2/3 majority vote and
2) a Bylaws Committee;
3) a Communications/Publicity Committee;
4) an Executive Committee;
5) a Finance Committee;
6) a Legal Affairs Committee;
7) a Long Range Planning Committee;
8) a Membership/Social Committee;
9) a Memorial Committee;
10) an Outstanding Kansas Citian Committee; and
11) a Program Committee
12) a Audit Committee
13) an ex-officio member
14) an Archives Committee
Section 1. The Advisory Board shall consist of members of the corporation who have served as president thereof shall constitute an, and whose experience and counsel shall be available to the officers and directors as may be desired. Said committee shall hold at least one meeting in November of each year, to be called by the outgoing President, who shall serve as President chairman for the following year. He or she shall invite the newly elected President to attend such meeting.
Section 2. The Bylaws Committee shall review the bylaws and charter periodically and make recommendations to the Board for revisions as necessary.
Section 3. The Communications/Publicity Committee shall be responsible for making timely reports to the community and the membership of any matters of public concern.
Section 4. The Executive Committee shall consist of the president, first vice president, second vice president, secretary, treasurer, immediate past president of the corporation, and historian. The chairs of the corporate service and community service committees shall be invited to attend the meetings but shall not be voting members of such committee. The Committee shall convene between Board meetings to make decisions that cannot be delayed until the next Board meeting. The Executive Committee shall also meet periodically as deemed necessary by the President or at the written request of at least two of the Committee members. At each meeting of the Board of Directors, the proceedings and actions by the Executive Committee since the last meeting of the Board shall be reported to the Board. The duties of the Executive Committee shall include serving as liaison between the board of directors and the corporation trustee managing the corporation’s trust funds. The executive committee shall appoint an Executive Secretary who shall be known as the Executive Director as it’s Administrative officer as well as Administrative officer of the Board.
Section 5. The Finance Committee shall consist of at least three members of the Board to monitor all financial records of the Board and the Trust Account and make timely reports to the Board accordingly.
Section 6. The Legal Affairs Committee shall monitor the legal affairs of the corporation and make recommendations to the Board to maintain the corporation in good legal standing.
Section 7. The Long Range Planning Committee shall strategically plan the corporation’s future.
Section 8. The Committee on Membership/Social Committee shall consist of no less than three members of the corporation, who shall examine and pass upon each application for membership in the corporation, and if committee unanimously approves such application, shall submit the application to the members of the corporation for approval. The committee shall also plan social events.
Section 9. The Memorial Committee shall consist of three members of the corporation. Upon the death of any member of the corporation, and as shortly thereafter as it is practicable, the committee shall prepare, in writing, a memorial in respect to such deceased member of the corporation, which memorial shall be filed and recorded by the Secretary of the corporation in the permanent records of the corporation. The committee or the Secretary of the corporation shall mail written copies of such memorial to the widow of such deceased member of the corporation, or to the next immediate members of the deceased’s family.
Section 10. The Outstanding Kansas Citian Committee shall plan the annual awards ceremony honoring persons who have made extraordinary contributions to the welfare and progress of the Kansas City community.
Section 11. The Program Committee shall consist of no less than three members of the corporation, and with the cooperation of the President and Secretary, shall arrange and provide a program for each meeting of the corporation.
Section 12. The President may appoint an Audit Committee composed of no fewer than five directors and such non-directors as shall be determined by the President. At least one member of the committee shall be a financial expert. “Financial expert” shall mean a person who has, through education and experience as a public accountant or auditor or a principal financial officer, comptroller or principal officer of a company, or from a position involving the performance of similar functions: (a) an understanding of generally accepted accounting principles and financial statements, (b) experience with internal accounting controls, and (c) an understanding of Audit Committee functions. The committee shall have the following responsibilities.
assist the board in fulfilling its responsibilities for general oversight of the integrity of the corporation’s financial statements;
oversee the performance of the auditors’ qualifications and independence; and
advise the board regarding the selection of discharge of, and approve compensation for the independent auditor.
Section 13. The President and Secretary of the corporation shall be ex-officio members of all committees.
Section 14. The Archives Committee Chairperson with the assistance of the Board Secretary shall be responsible for assembling all records of the Corporation; including minutes, newsletters, photos, and other significant documents on an annual basis. Each committee chairperson is encouraged to submit an annual committee report. These artifacts shall be deposited at the end of each calendar year into the archives so designated by the Corporation.
ARTICLE X
Duties of the Executive Secretary
Section 1. The Executive Secretary shall function in three main areas:
A. cause to record and preserve committee, work group and individual efforts that involve the business, heritage and history of the organization.
B. act as an organizational participant for our sponsored events and membership meetings whose nature requires and is facilitated by the action and presence of that individual.
C. act and function under the direction of the president and in her/his absence, the first vice president, to provide secretarial duties generally attributed to that position.
Section 2. The Executive Secretary is charged by its members with maintaining the organization’s comprehensive programs. He or she shall carry out the directions of the president and the Executive Committee in accordance with Board Policy.
Section 3. The Executive Secretary shall be immediately responsive to the president and members of the Executive Committee in administering the day-to-day operations and shall attend all Board and Executive Committee meetings, but shall have no vote.
Section 4. The Executive Secretary may recommend such policies, programs and procedures as appear reasonable to further benefit the organization to the Executive Committee for consideration by the Board.
Section 5. The Executive Secretary shall keep all organizational records current, including those submitted by committee chairs, written or oral, and filed for Executive, Audit or Archives Committee review.
Section 6. The Executive Secretary shall prepare or cause to be prepared such reports of whatever kind and nature as are required by the Board and shall prepare an agenda for all meetings of the Board and the Executive Committee, together with explanatory notes, if any are required.
Section 7. The Executive Secretary shall be compensated contractually as agreed to be self and the Executive Committee with Board approval, and paid monthly or twice monthly as agreed to be the parties to the agreement. Tax withholdings shall be calculated and paid to the U.S. Treasury through the IRS and State, quarterly, or more often if required. Any amendments to such agreed upon compensation shall be as determined initially by the Executive Committee, followed by the Board if recommended by the Executive Committee.
ARTICLE XI
Annual Reports of Secretary and Treasurer
At the end of each calendar year, a statement shall be made in writing and filed with the corporation, by the Secretary and Treasurer, showing all moneys received by the corporation, and how expended, which statement shall be on file and open to inspection of all members of the corporation and shall be submitted for approval to the membership of the corporation at the first meeting of the corporation thereafter.
ARTICLE XII
Meetings of the Corporation
Section 1. Regular meetings of the members of the corporation shall be held at least four times during each calendar year, on the call of the President or the corporation, or upon call of a Vice-President of the corporation, or of the Board of Directors, the call of each meeting to be mailed to the members of the corporation at least five days prior to the date of the meeting, which call state the place and time of the meeting.
Section 2. Twenty-five members of the corporation in attendance at any regular or called meeting of the corporation shall constitute a quorum for the transaction of business.
ARTICLE XIII
Indemnification
Section 1. The Corporation shall indemnify, defend and held harmless any person who was or is a party, or is threatened to be made party, to any threatened, pending or completed action, suit, or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he or she is or was a director of the corporation. The corporation shall indemnify such person against all expenses, liability and loss, including attorneys’ fees judgments, fines and amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the fullest extent authorized by Missouri law, as the same exists or may hereafter be amended.
Section 2. The right to indemnification conferred by this Article shall be a contractual right. Such right shall include the right to be paid by the corporation expenses incurred in defending a civil or criminal action, suit or proceeding prior to its final disposition the board shall authorize such advance payment upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.
Section 3. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any provision of law or these bylaws. Indemnification shall continue as to a person who has ceased to be director or officer, and his or her heirs, personal representatives or assigns shall succeed to his or her rights under this Article.
Section 4. The Corporation shall purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
Section 5. Directors and officers shall not receive any compensation for any services rendered in their official capacity; however, nothing herein contained shall be construed to preclude a director or officer from receiving reimbursement from the corporation for expenses incurred in serving the corporation or on its behalf, or from receiving compensation for services actually rendered the corporation in any other capacity.
ARTICLE XIV
Conflicts of Interest
Section 1. A conflict of interest transaction is a transaction with the corporation in which a director has material interest. A material interest will be presumed in any transaction from which a director would receive a fee commission or bonus, whether directly or indirectly. Conflicts of interest include those directly involving the director or indirectly through a spouse, child or other close family relationship. The potential conflict could also be created by a direct or indirect interest in an issue before the Board for action such as a vote on an issue affecting a competitor’s business.
Section 2. Any duality of interest or possible conflict of interest on the part of any director shall be disclosed to the other directors and made a matter of record through an annual procedure and also when the interest affects or potentially affects board action.
Section 3. Any director having a duality of interest or possible direct or indirect conflict of interest or any matter shall not vote or use his or her personal influence on the matter, and he or she shall not be counted in determining the quorum for the meeting at which such vote occurs, even when permitted by law. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the quorum.
Section 4. All new directors will be advised of this policy.
XV
Amendments to Bylaws
The bylaws of the corporation may be amended by two-thirds affirmative vote of the members of the corporation present at any meeting of the corporation, provided that either (1.) said amendment has been duly adopted by the Board of Directors and recommended to the membership for approval; or (2.) notice of the proposed a amendment containing the substance thereof in writing subscribed by three members of the corporation, shall be given and publicly read at the next meeting of the corporation prior to the taking of a vote thereon.
