Benton Park West Neighborhood Association By-Laws
Revised September 2007
Article 1 Name of Corporation
1. The name of the Corporation is Benton Park West Neighborhood Association.
Article 2 Purpose
1. The corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue code.
2. The Corporation is organized exclusively for charitable purposes to be carried out within, or benefiting the residents of, the Benton Park West Neighborhood, which is bounded by Gravois Blvd. on the west side, Jefferson on the east side, Cherokee on the south side, from Jefferson Ave. to Compton Ave. then south to Potomac Ave., then west to Gravois (Note: The property is located on only one side of the boundary streets), all being within the City of St. Louis, MO.
3. The purpose of the Benton Park West Neighborhood Association is to enhance and strengthen the neighborhood and its residents by promoting safety, beautification, local organizations, communication, and diversity. The focus of the organization is to advocate for the recognition, renewal, and sustainability of Benton Park West's unique human and physical resources, to serve as a voice for the neighborhood, and to help ensure quality living.
4. The activities of the organization shall specifically include but not be limited to: a. Raising funds to support the organization and its programs; b. Providing liaison between neighborhood residents and local law enforcement and government officials regarding complaints of any nature, so as to improve communications and response and build stronger partnerships among all entities; c. Organizing neighborhood volunteers for activities, such as weed and seed programs, community building processes, beautification activities, and neighborhood celebrations; d. Sponsoring neighborhood meetings and youth activities to build a stronger sense of ownership and empowerment in the community by all residents; e. Publishing a newsletter to communicate with local residents and other interested parties.
5. The foregoing enumeration of purposes will not be held to limit or restrict in any manner the powers and purposes of the corporation. The purposes for which the Corporation is formed are set forth in its certificate of incorporation, and are from time to time amended
Article 3 Period of Duration and Effective Date
1. The period of duration of the corporation is Perpetual. The effective date of this document is the date it is filed by the Secretary of the State of Missouri.
Article 4 Basic Polices
1. The directors, individuals and collectively, will have no personal liability to the corporation nor to anyone else for any of their acts other than for malfeasance in the investment and handling of funds and property of the corporation, nor will they be individually or personally liable for debts, liabilities, or obligations of the corporation. A director will have no liability for any act of the Board against which he recorded an opposition vote.
2. Any provision in these Articles may be altered, amended or repealed, or new provisions may be added, upon receiving the recommendation from the board of directors, then the final vote of the members of the corporation.
Article 5 Distribution of Assets on Dissolution
1. Upon the dissolution of the corporation, the Board of Directors will, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets or the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as will at the time qualify as an exempt organization or 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), as the Board of Directors will determine.
2. Any such assets not so disposed of will be disposed of by the Circuit Court of the county in which the principle office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court will determine, which are organized and operated exclusively for such purposes.
3. No part of the net earnings of the corporation will inure to the benefit of, or be distributable to, its members, directors, officers or other private persons except that the corporation will be authorized and empowered to pay reasonable compensation for services rendered.
4. No substantial part of the activities of the Corporation will be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation will not participate in, or intervene in any political campaign on behalf of any candidate for public office.
5. Notwithstanding any other provision of these articles, the Corporation will not carry on any other activities not permitted to be carried on (a) by a corporation exempt form federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).
6. The corporation will have and exercise all powers, now or hereafter authorized under the General Not for Profit Corporation Law of the State of Missouri, necessary or convenient to effect its stated purposes and to carry out its activities in furtherance of its not for profit and exempt purposes.
7. The corporation will not have or issue shares of stock nor will it pay any dividends nor will any part of the corporationâ€™s income or property be distributable to its members (if any), directors or officers, provided, however, that the corporation may pay compensation in a reasonable amount to its members (if any), directors or officers for services rendered.
8. Without limiting the foregoing statement of powers, the corporation will have the power to receive, accept, hold, invest, reinvest and administer gifts, legacies, bequests, devises, the proceeds and benefits of trusts, and real and personal property of every kind and description, without limitation as to amount or value, and to use, lend, apply, employ, expend, and disburse the income and all or so much as may be necessary of the principal thereof for the corporation purposes herein set forth.
9. Notwithstanding this or any other provision of these Articles, the corporation will not carry on any other activities not permitted to be carried on (a) by a corporation exempt form Federal Income Tax under section 501(c)(3) of the IRS, or (b) by a corporation the contributions to which are deductible under Section 170(c)(2) of the IRS.
Article 6 Basic Policies
1. The Corporation will be non-commercial, non-sectarian, and non-partisan.
2. The name of the Corporation or the name of any members in their official capacities will not be used in any connection with a commercial concern or with any partisan interest for any purpose not appropriately related to the promotion of the objects of the Corporation.
3. The Corporation may cooperate with other exempt corporations and agencies concerned with community development and neighborhood groups but persons representing the Corporation in such matters will make no commitments that bind the Corporation unless authorized by a resolution of the Board of Directors.
Article 7 Membership and Dues
1. Membership or participation with in the Association shall be available with out race, color, creed, national origin, disability, gender or sexual orientation. Members or Friends of the Association shall not be individually or personally liable for the debts, liabilities or obligations of the Association.
2. Voting Membership Eligibility: All residents and non resident property owners, all corporations, and all business owners of the area of Benton Park West in the city of St. Louis are eligible for a voting membership in the association, if they are 18 years of age or older. A member will not be eligible to vote for 30 days after there dues are paid.
3. Resident & Senior Members and Voting: All residents and nonresident property owners, who are members of the Association, as describe more fully in Section 7.1.may become regular members of the Association. Each resident, senior and nonresident property owners who are members in good standing shall be granted one vote.
4. Business Owners: All business owners that are members of the Association, as described more fully in Section 7.1 may become Corporate and Business Owner members of the Association. One vote will be granted to each of the owners of record of the Corporation or Business. If a person is a business owner and a resident or is owner of multiple businesses, he/she shall be granted one vote.
5. Friends of Benton Park West: Any person who does not qualify for membership as described in Section 7.1 may become a non-voting member of the Association and participate as a Friend of Benton Park West.
6. Good Standing: A member in 'good standing' is defined as a current resident, corporation, or business that has currently paid the Association's respective dues for the year. Members will be considered in good standing unless the member has been suspended or removed with cause per Section 7.7.
7. Membership Suspension, Removal and Expulsion: A member can be expelled for misconduct when he/she acts in a way as to seriously misrepresent or undermine the Association. These actions can include but are not limited to:
Unauthorized use of the Corporation Seal
Falsely holding oneself as an Association representative
Unauthorized use of confidential association information, including but not limited to membership list or financial records.
8. Suspension Process: The president of the Corporation will, upon agreement of 2/3 of the Directors of the Corporation, bring a motion before the general membership at a regularly scheduled meeting attended by a quorum to expel any member who acts in a way as to seriously misrepresent or undermine the objectives of the Corporation.
9. Membership Reinstatement: A motion to re-admit an expelled member may come from any voting member in attendance at the general meeting of the membership. An expelled member shall not be re-admitted without proper motion to re-instate and a 2/3 vote of membership.
10.Membership Dues: Membership dues are paid on an annual basis in January, or at the time a new member requests membership. The amount of yearly dues will be set by the Board of Directors and approved on by the membership. Scholarships are available for those requesting a membership, pending board approval.
11.Membership List: The Chair of the Membership Committee, shall maintain the membership list based upon the paid membership dues. The membership list shall not be released to anyone for non-association purposes.
Article 8 Officers and Their Election
1. The officers of the Corporation will consist of a President, a Vice President, a Secretary, and a Treasurer.
2. Officers shall be elected annually by ballot at the general meeting in October. The outgoing President shall automatically assume the role of Past President on January first of the next year, along with the newly elected officers. Each term of office will be one year beginning in January and ending in December.
3. Nominations for officers shall be made from the floor by members in good standing at the general September meeting. Nomination may also be made in writing to the President for a period of 10 days following the adjournment of this meeting. All nominated members, must be a member in good standing.
4. In the event that no candidate is nominated, it is the duty of the President to select a nominating committee of at least three members in good standing. It will be the duty of the nominating committee to nominate candidates for the elected offices.
5. The President will appoint a member to conduct the election. This member will select assistants if necessary to assist in the election. No assistant may be listed as a candidate. A ballot will be given to all members present and in good standing, and wishing to vote. No absentee or proxy ballots will be allowed. The ballot will list all offices to be filled and nominees for such offices. A speech by each candidate will be allowed. No speech will be more than 5 minutes in length. Upon completion of the speeches and a reasonable time to vote, the ballots will be collected by those assigned and counted. Any member may witness the counting of the ballots. The candidate receiving a majority of votes cast will be elected.
6. In the event of a vacancy or no candidacy occurring in any office, other than the President, the remainder of that term of office will be served by a person elected by a majority vote of the remaining Board members. If the office of President becomes vacant, the vice president will serve.
7. A person will not be eligible to serve more than 2 consecutive terms in the same office.
Article 9 Duties of Officers
1. President: The President will preside at all meetings of the Corporation and of the Board of Directors at which he/she may be present; will perform such other duties as may be prescribed in these bylaws or assigned to him/her by the Corporation or by the Board of Directors. He/she will coordinate the work of the officers and committees of the Corporation in order that the purposes may be promoted. As well, he/she will keep and maintain all legal documents.
2. Vice President: The Vice-President will act as an aid to the President and perform the duties of the President in the absence or disability of that officer to act. He/she will also perform other duties assigned by the board; as well submit a monthly report to the board of directors when necessary.
3. Secretary: The Secretary will record the minutes of all meetings of the Corporation and records of the Board of Directors will maintain all correspondence of the corporation.
4. Treasurer: The Treasurer will have custody of all the funds of the Corporation; will keep a full and accurate account of receipts and expenditures; and will make disbursements as authorized by the Corporation's Board of Directors. The Treasurer will be responsible for the maintenance of the financial records of the Corporation as conforming to the bylaws of the Corporation. He/she will also submit a monthly accounting of the finances to the board of directors.
5. All officers will perform the duties prescribed in the parliamentary authority in addition to those outlined in these bylaws and those assigned from time to time.
6. Deliver to their successors all official material to their successors within 10 days after the January installment.
Article 10 Board of Directors
1. The Board of Directors will consist of the Officers of the Corporation, the Chairperson of each standing committees, the Past President; and two members at large. The Chairperson of a standing committee will be selected by the officers of the corporation. The members of the Board of Directors will serve until the election and qualification of their successors. Each member will have one vote regardless of number of positions held on the board.
2. The duties of the Board of Directors will be: a. To transact necessary business in the intervals between general meetings of the Corporation and such business as may be referred to it by the Corporation. b. To approve the plans of work and budget of the standing and special committees. c. To present a report at the general meetings of the Corporation. d. To appoint an auditor or auditing committee as per the requirements of the bylaws.
3. Regular meetings of the Board of Directors will be held monthly during the year. A majority of the Board will constitute a quorum. Special meetings of the Board of Directors may be called by the President or by a majority of the members of the Board.
4. Disqualification of Board members. Should either of the following two circumstances occur, any director may ask that consideration of dismissal of a director from the Board of Directors be placed on the agenda of the next meeting of the Board.a. Board member is absent without prior notice from at least 3 meetings of the Board of Directors.b. Board member acts in a way to seriously misrepresent or undermine the objectives of the Corporation.c. The director in question will have the opportunity to represent him/herself should he/she desire. Any dismissal must be approved by 2/3 of the Board of Directors at the meeting during which the dismissal is discussed.
5. Resignation: A director may resign from the Board of Directors upon written notice to the President of the Corporation at his/her address as given in the records of the Corporation.
Article 11 Finance and Appropriations
1. Finances: The Association shall establish such bank accounts as may be necessary for conducting the Association's business. The Association Board, prior to acceptance of any grants and monies, must approve all grants and monies and conditions for accepting monies.a. All accounts shall be examined annually by March; by an auditor or an auditing committee of not less than three existing Association members in good standing, who, when satisfied that the Treasurer's report is correct, shall sign a statement of the fact at the end of the report. This signed report will be presented at the regularly scheduled March general Association meeting.b. All checks will require approval of the Association Board. All checks over two hundred dollars ($200.00) will require signature by two Board officers. All checks under two hundred dollars ($200.00) will require only one signature by an authorized Board officer.
2. Appropriations: Each year at the regularly scheduled February Association meeting, the Association Board will present to the membership a proposed budget for the coming calendar year including events, sponsorships etc. After discussion the membership will be asked to approve the budget. Thereafter, the Board may appropriate no more than one thousand dollars ($1,000.00) in excess of any budget item without announcing their intention to the membership. The Association members will be informed in a newsletter and at a regularly scheduled Association meeting of any such planned expenditure. The planned appropriation will be discussed and a recommendation made by the membership. If approved, the Treasurer will then arrange for payments so authorized of over one thousand dollars ($1,000.00).
3. All grants or monies earmarked for specific tasks and it is approved by the Board will be a separate â€œrestrictedâ€ budget account shall be established.
Article 12 Meetings
1. General membership meetings of the Corporation will be held at least once every 4 months at a place and time decided by the Board of Directors.
2. Special meetings may be called by the Board of Directors, provided that at least 5 days notice has been given to the members of the Corporation.
3. The election meeting will be held in October.
4. A quorum consists of 7 members in good standing
Article 13 Standing and Special Committees
1. The standing committees of the Corporation will consist of the following:
Membership - which maintains a list of paid and current members of the Association & promotes membership.
Publicity - which coordinates the production of the official newsletter, provides public, community and media relations support, and oversees the development of the official web site.
Finance which maintains the fiscal management of the Corporation.
Block Link Coordination of information to the Block Links.
2. The Board of Directors may create such additional standing or special committees as it deems necessary to promote the purposes and carry on the work of the Corporation. The term of each Chairperson will be 1 year, concurrent with that of the elected officers of the Board of Directors and until the election and qualification of his/her successor.
3. Nominations for each standing chair position will be accepted from the general membership and voted on by newly elected officers of the Board.
4. The Chairperson of each standing committee will present a plan of work to the Board of Directors for approval. No committee work will be undertaken without the consent of the Board of Directors.
5. The power to form special committees and appoint their Chairpersons rests with the President after consultation with the Board of Directors.
6. Each standing or special committee must present monthly reports to the board of directors when activities are underway.
7. Each committee Chairperson will select his/her own committee members or request the President to appoint the member.
8. The President will be a member Ex-Officio of all committees except the nominating committee.
Article 14 Members-At-Large
1. There shall be two members-at-large on the Board of the Corporation.
2. Nominations for each member-at-large position will be accepted from the general membership in September and voted on at the October meeting.
3. Duties include providing an additional voice for the members of the Corporation.
4. In the event that no candidate is nominated, it is the duty of the President to select a nominating committee of at least three members in good standing. It will be the duty of the nominating committee to nominate candidates for the members-at-large.
5. A ballot will be given to all members present and in good standing, and wishing to vote. No absentee or proxy ballots will be allowed. The two candidates receiving a majority of votes cast will be elected.
6. In the event of a vacancy or no candidacy, the remainder of that term of office will be served by a person elected by a majority vote of the remaining Board members.
7. A person will not be eligible to serve more than 2 consecutive terms.
Article 15 Amendments
1. These bylaws may be amended, repealed, or altered in whole or in part at any meeting of the Board of Directors and affirmed by a majority vote of the Corporation members at the general meeting at which a quorum is present.
The undersigned, consisting of the Board of Directors of the Association, hereby adopt on October 20, 2007, the following By-Laws as evidenced by the forgoing, and do hereby approve the same.
Chad Johnson, By-Law Committee Chair
Anne Childers, Secretary
Dated: October 20, 2007
By-Law Committee: Chad Johnson (Chair), Patavee Vanadilok (Legal Counsel), Melba Arnold, Galen Gondolfi, Linda Hennigh, Marlene Levine, Connie Petty, Carrie Sleep, Shelle Veres, Bob Walker, Eric Winters