Joplin Area Chamber of Commerce. Foundation By-Laws

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1 Joplin Area Chamber of Commerce Foundation By-Laws Last adopted: June 2004 September 2000

2 ARTICLE I OFFICES The principal office of the Corporation in the State of Missouri shall be located in the City of Joplin, County of Jasper. The Corporation may have such other offices, either within or without the State of Missouri as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. The Corporation shall have and continuously maintain in the State of Missouri a registered office, and a registered agent whose office is identical with such registered office, as required by the Missouri Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II MEMBERSHIP The Corporation shall have no members. The Board of Directors (hereinafter sometimes referred to as the "Board") may take any action which is permitted or required to be taken by members of a corporation not for profit under Missouri law by the affirmative vote of a majority of the entire Board, without the necessity of any prior action by the Board which would have otherwise been required by law for such action if there were members entitled to vote on such action. ARTICLE III PURPOSES The purpose or purposes for which the corporation is organized are: To receive and administer funds for scientific, educational, civic, athletic, patriotic, cultural, social, and charitable purposes, and for no other purposes, and to that end to take and hold, by bequest, devise, gifts, purchase, or lease, either absolutely or in trust for said objects and purposes or 2

3 any of them, any property, real, personal and mixed, without limitation as to the amount or value, except such limitations, if any, as may be imposed by law; to sell, convey, and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend the income for any of the before mentioned purposes, without limitation, except such limitations, if any as may be contained in the instrument under which such property is received; to receive any property, real, personal or mixed, in trust, under the terms of any will, deed of trust, or other trust instrument for the foregoing purposes or any of them (but for no other purposes), and in administering the same to carry out the directions and exercise the powers contained in the trust instrument under which the property is received, including the expenditure of the principal, as well as the income, for one or more of such purposes, if authorized or directed in the trust instrument under which it is received; to receive, take title to, hold and use the proceeds and income of stocks, bonds, obligations or other securities of any corporation or corporations, domestic or foreign, but only for the foregoing purposes, or some of them, and, in general, to exercise any, all and every power given to a non-profit corporation organized under the provision of the General Not-For-Profit-Corporation Act of the State of Missouri and any amendments thereto. The corporation may also make distribution to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE IV BOARD OF DIRECTORS Section 1. General Powers. The affairs of the Corporation shall be managed by the Board. The Directors need not be residents of the State of Missouri. The Directors are vested with all of the powers now or hereafter conferred by law. Section 2. Number, Tenure and Qualifications. The number of Directors shall be ten (10), of whom four (4) shall be the President and Operations Director of the Joplin Area Chamber of Commerce, and the Chairman Elect and Treasurer of the Joplin Area Chamber of Commerce Board of Directors. Upon vacation of the office of these Directors, whether by death, resignation or expiration of term, his or her successor in the Joplin Area Chamber of Commerce shall become a successor Director. The remaining six directors shall be directors at large. 3

4 All at large Directors shall be elected by the Board of Directors of the Joplin Area Chamber of Commerce (hereinafter referred to as the "Chamber of Commerce Board"). The Chamber of Commerce Board shall apportion the terms of the initial six (6) at large directors so that two (2) members of the Board shall serve for three (3) years, two (2) members of the Board shall serve for two (2) years and two (2) members of the Board shall serve for one (1) year. The Chamber of Commerce Board at a regular Board meeting shall elect two (2) Directors for three (3) year terms each year thereafter. Section 3. Vacancies. Persons elected by the Chamber of Commerce Board to fill a vacancy caused by the resignation, death or removal of a Director shall serve for the unexpired period of the term of such Director. Persons elected to the Board pursuant to an increase in the number of Directors of the Board shall serve for such period as the resolution increasing the Board shall so designate. Persons elected to the Board at other than an annual meeting of the Chamber of Commerce Board shall take office immediately upon election. Section 4. Election. Election of the Board shall be affirmative vote of a majority of the Directors of the Chamber of Commerce Board in office at the time of such election. Section 5. Resignation. Any Director may resign at any time by giving written notice to the Chairman. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the Chairman or the Board. Section 6. Removal. Any Director may be removed at any time without cause by a vote of two-thirds (2/3) of the Directors of the Chamber of Commerce Board then in office. Section 7. Compensation. Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors may be reimbursed for expenses for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation therefore. 4

5 ARTICLE V MEETINGS OF THE BOARD Section 1. Annual Meeting. The annual meeting of the Board shall be held during the second quarter of the calendar year at such time as called by the Chairman by giving at least two (2) days advance written notice of the date, time, place and purpose of the meeting delivered personally or sent by mail, , facsimile, or other form of wire or wireless communication to each Director at his/her address shown by the records of the Corporation. Section 2. Special Meetings. Special meetings of the Board may be called by or at the request of the Chairman or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Missouri, as the place for holding any special meeting of the Board called by them. Section 3. Notice. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice of the date, time, place, and purpose of the meeting delivered personally or sent by mail, , facsimile, or other form of wire or wireless communication to each Director at his/her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws. Section 4. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 5

6 Section 5. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these By-Laws. Section 6. Informal Action by Directors. The Board may permit any or all Directors to participate in a regular or special meeting of the Board by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. Section 7. Action by Consent. If a majority of the Directors, acting without a meeting, shall severally or collectively consent in writing, including consent by signed facsimile, to any action to be taken by the Directors, such consent shall have the same force and effect as a majority vote of the Directors duly called and held. Any certificate in respect of action taken by written consent of a majority of the Directors shall state that such action was taken in accordance with this Bylaw and same has the same force and effect as a majority vote of Directors at a meeting duly called and held. The existence of one or more vacancies on the Board shall not effect the ability of the Directors in office to act by majority written consent as provided herein. ARTICLE VI OFFICERS Section 1. Officers. The officers of the Corporation shall be a Chairman, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board. Section 2. Election and Term of Office. The officers of the Corporation except the Secretary shall be elected annually by the Board at the regular annual meeting of the Board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until his/her successors have been duly elected and shall have qualified. 6

7 Section 3. Removal. Any Officer elected or appointed by the Board, other than the Secretary, may be removed by a majority vote of the Board at any time with or without cause. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term. Section 5. Resignation. Any Officer may resign at any time by giving written notice to the Chairman. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the Chairman of the Board. Section 6. Compensation. Officers as such shall not receive any salaries for their services, but by resolution of the Board may be reimbursed for expenses for attendance at each regular or special meeting of the Board or any other actual expenses incurred by reason of representing the Corporation; but nothing herein shall be construed to preclude any Officer from serving the Corporation in any other capacity and receiving reasonable compensation therefore. Section 7. Chairman. The Chairman shall be the Chairman-Elect of the Chamber s Board of Directors and shall preside at the meetings of the Corporation and of the Board of Directors. He/she shall perform all duties incident to his/her office and advise such action as might be deemed by him/her likely to increase the usefulness of the Chamber Foundation. He/she shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He/she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general he/she shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board from time to time. Section 8. Treasurer. The Treasurer shall be the Treasurer of the Chamber s Board of Directors and if required by the Board, the Treasurer shall give a bond or provide insurance for the faithful discharge of his/her duties in such sum and with such 7

8 surety, sureties, or insurance companies as the Board shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies and other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws; and in general perform all the duties as from time to time may be assigned to him/her by the Chairman or by the Board. Section 9 (was Section 10). Secretary. The Secretary shall be the Operations Director of the Joplin Area Chamber of Commerce. The Secretary shall keep minutes of the meetings of the Board as well as all actions by written consent in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal for the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties as from time to time may be assigned to him/her by the Chairman or by the Board. Section 10 (was Section 11). Assistant Treasurers and Assistant Secretaries. If required by the Board, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Board of other officers. ARTICLE VII EMPLOYEES OF CORPORATION The Board or the Operations Director of the Chamber shall employ persons to fill executive, administrative and professional positions which it deems necessary or desirable to 8

9 carry out the purposes of the Corporation. The Operations Director shall be in charge of all employees and shall be responsible for the performance of the employees. Compensation for all employees shall be such as the Operations Director or the Board shall from time to time determine. ARTICLE VIII FISCAL AGENT The Board of Directors may appoint a fiscal agent consisting of a corporate trustee authorized to transact business in the City of Joplin, State of Missouri. In case of such appointment the securities or properties held or owned by the Corporation shall be in the exclusive custody and control of said fiscal agent with full power to hold the legal title to such securities and properties as may be so transferred to it, and when authorized by the Board or its duly authorized agent from time to time to invest and reinvest available funds of the Corporation in such securities as the Corporation may approve, and when so authorized to sell, transfer, convey and otherwise dispose of the properties of the Corporation, both real and personal. Said fiscal agent shall advise the Board and Corporation from time to time as to the assets held by it, shall receive and disburse all income and principal funds directed by the Board from time to time for all assets held and all funds received and disbursed. The fiscal agent shall also perform such other services for the Corporation from time to time as may be agreed upon. The fiscal agent shall be entitled to reasonable compensation for its services. In the event a fiscal agent is appointed, the net income of the Corporation shall be deposited in a separate account to be disbursed by the fiscal agent under such general rules and regulation as the Board may from time to time fix and determine. 9

10 ARTICLE IX COMMITTEES Section 1. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the Board, appoint an Executive Committee of not less than three (3) nor more than seven (7) members, two (2) of whom shall be the Chairman and the Secretary. The Executive Committee to the extent provided for in such resolution shall have and may exercise all of the authority and power of the Board during the interval between Directors meetings and except when action by the entire Board is specified by statute. The Executive Committee shall keep regular minutes of the transactions of its meetings and shall report the same to the same to the Board from time to time. Section 2. Committees of Directors. The Board, by resolution adopted by the majority of the Directors in office, may designate and appoint one (1) or more other committees, each of which shall consist of two (2)) or more Directors, which committees, to the extent provided in said resolution, and all applicable laws shall have and exercise the authority of the Board in the management of the Corporation. The designation and appointment of any such committee and the delegation hereto of authority shall not operate to relieve the Board, or any individual Director of any responsibility imposed upon it or him/her by law. Section 3. Other Committees. Other committees not having and exercising the authority of the Board in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the Chairman of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served by such removal. Section 4. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. 10

11 Section 5. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof. Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Section 7. Quorum. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board. ARTICLE X CONTRACTS, CHECKS, DEPOSITS AND FUNDS Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, etc. Checks written against regular corporation bank accounts shall be signed by two members of the Foundation s Board of Directors, or by a member of the Foundation s Board of Directors and an authorized staff employee designated and certified by the Board of Directors, and shall be supported by the proper requisitions, vouchers, statements, or other written records duly signed by the President or Operation s Director. Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. Section 4. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. 11

12 Section 5. Investment Earnings. The Corporation shall have the right and responsibility of using, retaining, investing and reinvesting all or any part of any security, monies, properties or funds acquired or held by it in whatever manner according to the judgment of the Board, without restriction of any kind, provided that the intent of the donor is honored and provided further that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction which would result in the denial, suspension or revocation of the tax exempt status of the Corporation under the Internal Revenue Code as it now exists or may hereafter be amended. Section 6. Debts and Obligations, Creation of: No debt or obligation whatsoever for the payment of money or other things of value shall be created or incurred by any director, officer, employee or agent of the Corporation or other person, and no money shall be appropriated or paid out of the funds of the Corporation, and no contract or other act whatsoever of any director, officer, employee or agent of the Corporation or other person, by the terms or result of which any debt or obligations whatsoever is created or attempted to be created, shall be in any manner binding upon the Corporation, unless the same be authorized by provision therefore in the budget of the Corporation, or unless the same is either authorized and directed or ratified by the Board in a regular or special meeting duly called and held stating that purpose. ARTICLE XI BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of account and shall keep minutes of its Board and committees having any of the authority of the Board. All books and records of the Corporation may be inspected at any reasonable time by any Director or the legal representative of any Director. An annual audit shall be conducted by a certified public accountant. 12

13 ARTICLE XII FISCAL YEAR The Fiscal Year of the Corporation shall begin on the first day of April and end on the last day of March in each year. ARTICLE XIII SEAL The Board may elect to adopt a corporate seal, which, if one is adopted, shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words Corporate Seal and Missouri thereon. ARTICLE XIV WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Missouri Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XV AMEMDMENTS TO BY-LAWS These Bylaws may be altered, amended, supplemented or repealed and new Bylaws may be adopted at any meeting of the Board by an affirmative vote of not less than a majority of the Directors present at such meeting. Any proposed amendment to the Bylaws shall be sent to the Directors at least two (2) days prior to the Board meeting at which the amendments will be considered, delivered personally or sent by mail, , facsimile, or other means of wire or wireless communication to each Director at his/her address as shown by the records of the Corporation. 13

14 Section 1. Indemnification. Article XVI MISCELLANEOUS A. The Corporation shall indemnify, to the full extent that it has the power to do so under the laws of the state of Missouri, any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by a judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe his/her conduct was unlawful. B. The Corporation shall indemnify, to the full extent that it has the power to do so under the laws of the state of Missouri, any person who was or is a party or is threatened to be made a part to any threatened, pending or completed action or suit, by or in the right of the Corporation to procure a judgment in its favor by reason of 14

15 the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney fees, amounts paid in settlement actually and reasonably incurred by him/her in connection with the defense or settlement of the action or suit if he/she acted in good faith and in a manner which he/she reasonably believed to be in or to the best interest of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in his/her performance or duty to the corporation, unless and only to the extent that the court in which action or suit was brought, determines upon application that, despite the adjudication of liability and in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. C. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections A and B of this Section 1 of Article X1, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses, including attorney fees, actually or reasonably incurred by him/her in connection with the action, suit or proceeding. D. Any indemnification under this Article XVI, Sections 1A and B, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in this section. The determination shall be made by the Board by a majority vote of the quorum consisting of Directors who are not parties to the action, suit or proceeding or, if such quorum is not attainable, or if attainable, a quorum of disinterested directors so directs by independent legal counsel in a written opinion. E. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by the Board in the specific case upon receipt and undertaking by or on behalf of the 15

16 director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this section. F. The indemnification provided by this Article XVI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any provision of law, the Articles of Incorporation, Bylaws, or any agreement, vote of disinterested Directors or otherwise, both as to action in his/her official capacity and his/her action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, personal representatives and administrators of such a person. G. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article XVI. Section 2. Other Matters. Wherever not otherwise provided in these Bylaws, the internal affairs of the Corporation shall be governed by the procedures established in the General Not For Profit Corporation laws of the State of Missouri. Section 3. Records. All financial records may be destroyed after five (5) years from their original dates except those which must be kept longer to conform with regulations of governmental agencies or specific rulings of the Board. Section 4. Property and Net Earnings. No part of the property or net earnings of the Corporation shall be distributed to, used for, or inure to the benefit of any Director, Officer, contributor or other private individual having directly or indirectly a personal interest in the activities of the Corporation, except that nothing herein shall prevent the payment of reasonable compensation for 16

17 services rendered to or for the Corporation in pursuit of any of its purposes, including but not limited to, attorneys and accountants, such compensation to be fixed by the Board. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity not permitted to be carried on by an association exempt from federal income tax under 501(c)(3) of the Internal Revenue Code as it now exists or may hereafter be amended. Section 5. Audit. In no later than May of each year an official audit of the books and records of the Corporation shall be conducted by a qualified firm of certified public accountants selected by the Board. 17

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