BYLAWS OFJOPLIN REGIONAL ARTISTS COALITION
Joplin Regional Artists Coalition is a pro forma corporation incorporated pursuant to Chapter 352 of the Missouri Revised Statutes. These Bylaws are adopted pursuant to provision of the Constitution of the corporation as approved by the Circuit Court of Jasper County, recorded with the Recorder of Deeds of Jasper County and recorded with the Secretary of State of Missouri as required by law.
1.01 Principal Office. The principal office of the corporation for the transaction of business is hereby fixed as Joplin Regional Artists Coalition, 1321 Illinois, Joplin, MO 64801 (PO Box 534, Joplin, Missouri 64802,) located in Jasper County, Missouri. The Board of Directors of the corporation (herein sometimes referred to as the “Board”) may, at anytime and from time to time, change the location of the principal office from one location to another within said county.
TAX EXEMPT STATUS
2.01 Tax Exempt Status. The corporation is exempt from certain taxes by reason of its status as an organization referred to in Section 501(c) of the Internal Revenue Code of 1986. Nothing in these Bylaws, and no action by the Board or any officer shall be valid and effective if said provision or action is adopted by the Board with express reference to this Article and expressly acknowledges the effect of said officers of the corporation shall take any and all actions necessary to maintain the corporation’s status under said Section 501(c) and shall refrain from taking any action, without express approval of the Board, which would result in the corporation no longer qualifying under said Section 501(c). Any amendments to the Constitution and/or Bylaws of the corporation shall be duly filed with the Internal Revenue Service as required by law.
3.01 General. The corporation shall have members for the purpose of electing the Board and for the purpose of carrying out the purposes of the corporation as the Board may deem necessary or advisable.
3.02 Period of Membership. Membership shall be for a one (1) year period beginning on the first day of the month following the paying of dues by a member.
3.03 Classification of Members. Membership shall be open to the general public on payment of dues for the appropriate category of membership. The Board of Directors shall, on an annual basis, determine membership categories, voting status, and the level of payment for each category. The Board shall provide for, but not be limited to, the following classifications of membership.
Individual Member. A one year membership for an individual regional visual artist who must be 18 years of age and lives within a 100 mile radius of Joplin, MO.
3.04 Voting. In the election of Directors and on any matter which may be submitted to the members by the Board, the number of votes by voting member shall have been set by the Board not less than twelve (12) months prior to any such vote. No membership classification shall have less than one (1) vote. Any change in the number of votes by any class of membership shall be previously published two (2) months in advance of such change. A quorum for any meeting of members (or action by members without a meeting) shall be fifteen percent (15%) of the total number of members. Upon any issue submitted to the members for a vote, approval shall be by the affirmative vote of a majority of the persons present and entitled to vote at a meeting or submitting a ballot on any other matter submitted for vote by mail ballot.
3.05 Meetings. A membership meeting shall be held in January or at such other time as fixed by the Board of Directors with adequate notice in writing to members. The announcement of this meeting shall be made at least two (2) weeks in advance. An annual report, including a financial report of the activities of the corporation, shall be made to the membership at this time by the officers of the corporation. Special meetings of the members may be held at any time upon written notice at least two (2) weeks in advance by the Board stating the purposes thereof. The place of any meeting shall be at such place as designated by the Board.
3.06 Participation. All classes of membership shall be entitled to participate in activities sponsored by or in conjunction with the corporation, subject to the rules promulgated by the Board, at rates set forth by the Board for members.
3.07 Mail Ballot. Under the direction of the Board, any matter submitted to the membership may be submitted by mail or electronic ballot.
4.01 General Powers. The property and business of the corporation shall be controlled and managed by its Board of Directors.
4.02a Number. The Board shall consist of seven (7) regular members.
4.02b Tenure. The Board may change the number of Directors or their term of office by amendment to these Bylaws. Members of the Board of Directors shall be eligible to serve two (2) full and consecutive, two (2) year terms. After a one (1) year interval since his or her last service on the Board, a former Director shall again be eligible for election to the Board.
4.03a Election of Directors. In November of each year, the Nominating Committee provided for in these Bylaws shall prepare a slate of recommended Directors to be elected for the term commencing that year. Members may submit recommendations to the Nominating Committee through the Secretary of the corporation. The Nominating Committee shall make its recommendations to the Board at its December meeting. If the Board approves the recommendations, the Board shall present the proposed members of the Board to the membership of the corporation by ballot. If the Board does not approve the recommendations, the Board may substitute its own recommendations for Directors. Because of the nature of membership in the corporation, election of Directors shall be by ballot communicated to each member at their last known address. Ballots shall include space for write-in candidates. At least two (2) weeks after notification shall be allowed for return of the ballot. If less than fifteen percent (15%) of the members eligible to vote cast ballots, a new ballot shall be submitted to the members until the requisite percentage is met or exceeded. Provided that at least fifteen percent (15%) of the members eligible to cast ballots have cast ballots, then those persons receiving the highest number of votes on the ballot shall be elected as members of the Board, to take office on February 1of the year in which they are elected. The President, Vice President, Secretary and Treasurer shall constitute a committee of the Board for purposes of conducting the election of members of the Board, at the general meeting. A majority of members of the committee shall be necessary for action by the Committee. This Committee shall report to the Board, at its first regular meeting following an election of Board members, the number of members entitled to vote, the total votes received by candidates and those persons elected as Directors.
4.04 Vacancies, Resignation, Removal. Whenever any vacancy on the Board of Directors shall occur due to death, resignation or otherwise, the vacancy shall be filled by a vote of a majority of the remaining members of the Board. The Board shall have the discretion to allow the vacancy to continue until the time that term of office of the former Director expires. Any Director may resign effective upon giving written notice to the Board or to any officer of the corporation. The Board may remove any Director should the Director fail to be a member in good standing of the corporation or fail to attend three (3) or more consecutive regular meetings of the Board. The Board may also remove any Director upon a showing of good cause as determined by the majority of the remaining Board members.
4.05a Regular Meetings. The Board shall meet monthly. The place of the meeting shall be at such location as shall be designated by the Board or as specified in a notice of the meeting to be given by the Secretary of the corporation by giving said notice to each member of the Board at least seven (7) days prior to such meeting.
4.06 Special Meeting. A special meeting of the Board may be called by the President or by a quorum of Directors. Written notice of the time, place and purpose of the special meeting shall be delivered personally to each member of the Board, or mailed to each member at least seven (7) days prior to the date of the meeting. Any Director may waive notice of any meeting and attendance at a meeting shall constitute a waiver of notice of such meeting unless a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
4.08 Compensation. The Directors shall not receive compensation for attendance at meetings of the Board of Directors or for other activities of the corporation. However, subject to such rules as may be adopted by the Board, the Creditors may be entitled to reimbursement of expenses directly relating to their services as Directors.
4.09 Immediate Past President. The immediate past President shall remain on the Board for one (1) year following his or her term. If the immediate past President’s term as a member of the Board expires before or during such one (1) year period, he or she shall continue to serve the remainder of the one (1) year as an advisory, non-voting member of the Board.
COMMITTEES OF THE BOARD
5.01 Executives. The Board of Directors shall be the Executives and there shall be delegated to such committee all of the powers and authority of the Board allowable under Missouri law. The Executives shall be composed of four (4) members of the Board: the President, Vice President, Secretary and Treasurer. The immediate past President may serve on the committee as an ex-officio member. A majority of the Executives shall constitute a quorum. Actions of the Executives binding on the corporation shall be submitted to the Board at its next meeting for ratification.
5.02 Nominating Committee. The President shall appoint a Nominating Committee which shall consist of at least three (3) members of the Board, including the President. The function of the Nominating Committee shall further recommend to the Board a list of potential Directors in accordance with these Bylaws. In making such recommendations, the Nominating Committee shall give due consideration to the skills and abilities needed to perform as Officers and Directors to carry out the purposes of this corporation. A majority of the Nominating Committee shall constitute a quorum.
5.03 Other Committees. The President, with the approval of the Board of Directors, may also appoint other committees from time to time. The number composing each such committee and the powers and duties thereof shall be determined by the resolution or resolutions creating each such committee.
6.01 Officers. The officers of this corporation shall be a President, Vice President, Secretary, Treasurer and such other officers as the Board of Directors may elect. All officers must also be members of the Board of Directors at the time of their election.
6.02 Election. All officers shall be elected by the board at the first regular meeting of the Board following February 1st each year. No officer, except the Treasurer, may be elected to the same office for more than two (2) successive terms.
6.03 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board.
6.04 President. The President shall preside at all meetings of members and all meetings of the Board of Directors.
6.05 Vice President. In the absence or disability of the President, the Vice President shall perform all duties of the President and in so acting shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.
6.06 Secretary. The Secretary shall keep a full and complete record of the proceedings of the Board, shall keep the seal of the corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation, and shall discharge such other duties of the office as prescribed by the Board.
6.07 Treasurer. The Treasurer shall receive and safely keep all funds of the corporation and deposit them in the bank or banks that may be designated by the Board. Those funds shall be paid out only by checks of the corporation signed by at least two (2) of the following persons: the President, Vice President, Treasurer or Secretary or by such officers or staff as may be designated by the Board as authorized to sign checks, for $500 or more authorized payment. The Treasurer shall present a monthly financial statement at each Board meeting and an annual report at the January meeting. The Treasurer shall have charge of the care of all papers, deeds, abstracts, title to real property and other valuable papers which are to be kept in a safe place, such as a Safe deposit Box, designated by the Board of Directors. The Treasurer shall be assigned such other powers and perform such other duties as may be prescribed from time to time by the Board.
6.08 Removal. An officer may be removed from office by the vote of a majority of the total number of Directors on the Board of Directors at a special meeting called for such purpose.
7.01 Authority to Incur Debt. No pecuniary obligation shall be contracted without the express approval of the Board of Directors.
7.02 Voting of Securities. The President, or the Vice President and the Secretary, or such other officers as the Board may select for that purpose, are authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all voting securities of any other corporation or corporations standing in the name of this corporation. The authority granted in these Bylaws to the officers to vote or represent this corporation arising from any voting securities held by this corporation in any other corporation or corporations may be exercised either by the officers in person or by any person authorized to do so by proxy or power of attorney duly executed by the officers.
7.03 Indemnification. The Directors and officers of the corporation shall be indemnified by the corporation against expenses (including attorney fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any spending or completed action or proceeding, whether civil, criminal, administrative, or investigative, to which such Director or officer was or is threatened to be made a party by reason of the fact that such Director or officer is or was an agent of the corporation. Such indemnification shall apply whether or not the officer or Director is in office at the time of the proceeding. The indemnification shall be subject to the limitation that the Director or officer must have acted in good faith, in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, with no reasonable cause to believe that the conduct of such person was unlawful. Such indemnification shall be subject to other limitations as set forth in Missouri law. Such indemnification may be provided through insurance if deemed advisable by the corporation. Notwithstanding any rule of construction to the contrary, this indemnity shall be broadly construed in favor of the indemnitee and not intended to limit or restrict any protections provided any Director or officer under any provision of Missouri law. It is the purpose of this provision to provide the broadest protection available by law and it shall be construed accordingly.
7.04 Fiscal Year. The fiscal year of the corporation shall be a twelve (12) month period commencing February 1st of each year.
7.05 Amendment of Bylaws. These Bylaws supersede and replace in their entirety any prior Bylaws of the corporation. The Bylaws of this corporation may be amended by a simple majority of the total number of Directors then in office. Such amendments must be provided to the membership, in writing, at least fourteen (14) days prior to a Board vote, and shall include the date and time of the start of the meeting the amendments shall be voted on. Such amendments shall be presented before the Board at a Board meeting, at which a quorum is present, and is to be held at least one (1) week prior to a vote on the amendments by the Board.
Dated: July 2014 – Cheryl Church, Secretary