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BY-LAWS AND CONSTITUTION OF THE OVERLAND BUSINESS ASSOCIATION

 

THESE BYLAWS (hereinafter, the "Bylaws") are adopted pursuant to Missouri Law and contain provisions for the regulation and management of the affairs of the OVERLAND BUSINESS ASSOCIATION (hereinafter, the "OBA"). These Bylaws are to be construed consistently with applicable law.

 

ARTICLE I - PURPOSE

The OBA shall operate as a non-profit Association within the meaning of applicable law and shall promote the common interests of the owners of the member businesses located in and about the area of Overland, Missouri.


ARTICLE II - OFFICES

The principal office of the OBA shall be located at such place in Overland, Missouri, as the Board of Directors may from time to time determine.


ARTICLE III - MEMBERS

1. MEMBERSHIP.

Persons, firms, associations, corporations, or partnerships, which desire to support the mission and activities of the Overland Business Association, shall be eligible for membership in one of the approved classifications.

A. Voting Member

A Voting Member shall be any member who has paid annual dues to the OBA and is not delinquent in such dues.

B. Non-Voting Member

A Non-Voting Member shall be any other interested person of which no annual dues will be assessed.

2. VOTING RIGHTS.

In all matters submitted to the vote of the members, each voting member business shall be entitled to one vote. When more than one person owns, operates or manages such a business, the one vote for that business shall be cast as such persons among themselves shall determine. In no event shall more than one vote be cast by any one business and the vote for any business shall not be divided.

In all matters submitted to a vote of the members, determinations shall be authorized by the majority of votes cast.

3. TRANSFER OF MEMBERSHIP.

The membership rights of Members shall be deemed to be transferred or assigned upon the notification to the OBA of the sale or other transfer of the business. Notice of any such sale or transfer shall be given to the Secretary of the OBA.


ARTICLE IV - MEETINGS OF MEMBERS

1. ANNUAL MEETING

The annual meeting of the members shall be held at the general membership meeting in May, for the purpose of electing directors, and transacting such other business as may come before the meeting. If for any reason the annual meeting cannot be held on such date, then such meeting shall be held as soon thereafter as is practicable.

2. MONTHLY MEETINGS.

There will be monthly meetings of the members of the OBA to be held on the third Thursday of every month.

3. NOTICE OF MEETINGS.

Written notice, including notice via fax or electronic mail, stating the date, time, and place of any meeting shall be delivered either personally or by mail to each member’s address as reflected in the records of the OBA, not less than two (2) nor more than thirty (30) days before the date of such meeting. In all cases the purpose or purposes for which such meeting is called shall be stated in the notice. Notice shall be deemed to be given by mail if deposited with the United States Postal Service, with postage prepaid, allowing at least two (2) days for delivery.

4. ACTION BY MEMBERS WITHOUT A MEETING.

Whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any action, the meeting and vote of such members may be dispensed within the manner provided by law.

5. QUORUM.

Members holding a majority of the votes shall constitute a quorum at any annual or special meeting. In the absence of a quorum a majority of the members present may adjourn the meeting to another date and time and shall cause notice of such date and time to be given as provided herein. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

6. PROXIES.

All proxies shall be in written form, signed and dated, and shall be submitted to the Secretary of the OBA at or prior to any meeting of members. Revocation of a proxy shall similarly be in written form, signed and dated. No proxy shall be valid after the final adjournment of any annual or special meeting unless otherwise provided in the proxy.


ARTICLE V - BOARD OF DIRECTORS

1. GENERAL POWERS.

The business and affairs of the OBA shall be managed by its Board of Directors. The Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the OBA, as they may deem proper, not inconsistent with these By-Laws and the laws of this state.

2. NUMBER, TENURE AND QUALIFICATIONS.

The number of the Directors of the OBA shall be at least six (6) but not more than nine (9). Any dues paying member of the OBA may serve as an elected Director of the OBA. Directors shall be elected at the annual meeting of members, and the term of office of each Director shall be two (2) years and each elected Director shall not serve more than two (2) consecutive terms without sitting out a year.

3. ORGANIZATIONAL MEETING; REGULAR MEETINGS.

An organizational meeting of the Board of Directors shall be held without any other notice than these By-Laws immediately after, and at the same place as the annual meeting of members. The Board of Directors shall hold such other regular meetings, as they shall from time to time determine.

4. SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by the President at any time and shall be called upon request of any one Director.

5. NOTICE.

Unless waived in the manner provided by law, notice of any regular or special meeting of the Board of Directors shall be delivered personally or by mail, in the manner provided in Section 3 of Article IV above, at least two (2) days prior to the date of the 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. The business to be transacted at a special meeting shall be specified in the notice or waiver of the notice of such meeting.

6. QUORUM.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

7. BOARD DECISIONS.

The vote of a majority of the Directors shall constitute the action of the Board of Directors, unless a greater number is required by law. Directors shall not be permitted to vote by proxy.

8. VACANCIES.

If the position of Director should become vacant prior to the expiration of such Director’s term, the vacancy shall be filled by an appointment made by the President.

9. RESIGNATION.

A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the OBA. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

10. COMPENSATION.

Members of the Board of Directors shall not be compensated for their services in those positions, but by resolution of the Board of Directors members shall be entitled to reimbursement for their reasonable expenses incurred in their services.

11. PRESUMPTION OF ASSENT.

A Director of the OBA who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Directors’ dissent shall be entered in the minutes of the meeting or unless he or she shall file a written dissent with the Secretary before or immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

12. COMMITTEES.

The Board, by resolution, may designate such committees as it may deem appropriate. Every committee shall include at least one member of the Board of Directors.

13. ACTION BY DIRECTORS WITHOUT A MEETING.

Whenever the vote of Directors at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of such Directors may be dispensed within the manner provided by law.

 

ARTICLE VI - OFFICERS

1. OFFICERS.

The officers of the OBA shall consist of the following; a President, Vice-President, Secretary, and Treasurer, each of whom shall be elected by the Directors.

2. ELECTIONS AND TERM OF OFFICE.

A. Elected Directors

  1.          i.            There are to be six (6) Elected Directors.
  2.          i.            Elected Directors must be a Voting Member.
  3.         ii.            Directors are elected for two (2) year terms
  4.       iii.            There will be an election for three (3) Directors each year
  5.      iv.            Elected Directors must sit out at least one (1) year after two (2) consecutive terms.
    1.          i.            The President can appoint up to three (3) additional Directors, serving at his/her pleasure during his/her elected term(s).
    2.         ii.            Appointed Directors can be from any membership classification and may include members not eligible for re-election.
    3.       iii.            The President can appoint a Voting Member to fill the remaining term of any vacancy of Director. If the appointed term is more than 18 months, this director will be eligible for one (1) elected term.
      1.          i.            President, Vice-President, Secretary and Treasurer.
      2.         ii.            Elect President and Secretary in even numbered years.
      3.       iii.            Elect Vice-President and Treasurer in odd numbered years.
      4.      iv.            Officer must be an elected Director.
      5.        v.            Election of Officers is by the Board of Directors.
        1.          i.            Nominating Chairman appointed by President.
        2.         ii.            Nominating Chairman must be a Director not up for re-election.
        3.       iii.            Nominating Chairman must appoint two (2), but not more than four (4) additional members from the general membership to form the Nominating Committee. The additional members must not be members that are nominated for a Director position. If in the case that one (1) of the additional members seeks to be nominated, then they will immediately resign from the Nominating Committee and a replacement will be appointed by the Nominating Chairman.
        4.      iv.            Nominating Committee will seek to nominate three (3) or more directors

 

B. Appointed Directors

 

C. Officers

 

D. Election Process

  1. The Nominating Committee’s recommendations must be approved by the Board at the March meeting. The Board has the right to accept, reject, or modify the Nominating Committee’s recommendation.
  2. Approved names of recommended candidates will be published with a brief bio in the April OBA Newsletter.
  3. Ballots, signature verification forms, instructions, and return envelopes will be mailed to all OBA members by April 30th with the election being held at the May General Membership Meeting.
  4. An additional candidate can be submitted as a write-in on the ballot.
  5. The nominating committee will verify ballots and signatures, count and tabulate results at the May General Membership Meeting.
  6. The elected Directors will be the three (3) candidates receiving the most votes.
  7. The newly elected Directors’ names will be announced at the May General Membership Meeting and published in the June OBA Newsletter.
  8. The newly elected Directors will be invited to attend the June Board meeting to elect the new officers the up-coming year and begin working with the Board.
  9. The newly elected Directors and Officers will be installed at the July General Membership Meeting.

3. REMOVAL.

A Director may be removed by a simple majority vote of the Board of Directors whenever in the judgment of the Board of Directors the best interests of the OBA would be served by such removal. Cause for removal shall include, among other things, unexcused absence at three (3) consecutive meetings and malfeasance and non-feasance of any action of a Director.

4. VACANCIES.

A vacancy in the Board of Directors shall be promptly filled by the President.

5. PRESIDENT.

The President shall exercise general supervision and control of the business and affairs of the OBA, as directed by the Board. The President shall, when present, preside at all meetings of the members and of the Directors. The President may sign such contracts, certificates, documents and instruments as the Board of Directors shall have authorized and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

6. VICE-PRESIDENT.

In the absence of the President or in the event of death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Directors.

7. SECRETARY.

The Secretary shall keep the minutes of all meetings of the members and the Board of Directors in one or more books provided for the purpose; shall see that all notices are duly given in accordance with these By-Laws or as otherwise required; shall be the custodian of the OBA’s records and shall keep a register of the mailing addresses of the members, as furnished to the OBA; and in general shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned by the President or the Board of Directors.

8. TREASURER.

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the OBA; shall receive and give receipts for monies due and payable to the OBA from all sources and shall deposit all such monies in the name of the OBA in such banks or other depositories as the Board of Directors shall have selected from time to time; and in general shall perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors. The Board of Directors may require the Treasurer to give a bond for the faithful discharge of duties in such sum and with such sureties as the Board shall determine.


ARTICLE VII - IMMUNITY; INDEMNIFICATION; LIABILITY INSURANCE

Members of the Board of Directors shall be immune from civil liability to the extent provided by law for Directors of Nonprofit Associations.

Any person who is or was a Director or Officer of the OBA shall be indemnified against expenses (including attorney’s fees), judgments, fines, taxes and penalties and interest thereon, and amounts paid in settlement actually and reasonably incurred in connection with the defense or settlement of any action or proceeding, to the maximum extent and in the manner provided by law.

Upon resolution of the Board of Directors the OBA may purchase and maintain insurance on behalf of any person who is or was a Director or officer of the OBA against any liability asserted against and incurred in any such capacity or arising out of status as such.


ARTICLE VIII - CONTRACTS, LOAN, CHECKS AND DEPOSITS

1. CONTRACTS.

The Board of Directors may authorize any Officer or Officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the OBA. Any such authority may be general or confined to specific instances.

2. LOANS.

No loans shall be contracted on behalf of the OBA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the OBA shall be signed by the Treasurer and such other officer or agent as the Board of Directors may from time to time by resolution determine.

4. DEPOSITS.

All funds of the OBA shall be promptly deposited to the credit of the OBA in such banks or other depositories as the Board of Directors may select.


ARTICLE IX - BOOKS AND RECORDS

The OBA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors; and shall keep at its principal office a record of the names and addresses of its members by class. All books and records of the OBA may be inspected at the principal office by any member, or their agent or attorney, for any proper purpose at any reasonable time.


ARTICLE X - FISCAL YEAR

The fiscal year of the OBA shall begin on the first day of July in each year.


ARTICLE XI - DUES AND COSTS

1. ANNUAL BUDGET AND DUES.

A proposed budget and a schedule of dues for the ensuing year, along with an annual accounting of all receipts and disbursements of the OBA for the previous year, shall be submitted to the Board of Directors prior to the start of the fiscal year.

An annual dues payment shall in all cases be assessed against every voting member business. All assessments shall be uniform to the extent that such uniformity is both fair and practicable.

2. PAYMENT OF DUES.

Dues shall be deemed to be due and payable on the date that such schedule of dues become final, as provided in Section 1 above. If not paid within 90 days thereafter, then all membership rights will be revoked.

3. SPECIAL ASSESSMENTS.

The Board of Directors may recommend, and the members approve, an additional or special assessment, in the manner provided by Section 1 of this Article XI.


ARTICLE XII - SEAL

The Board of Directors may provide a seal, which shall be circular in form and shall have inscribed thereon the name of the OBA and the words, "Seal."


ARTICLE XIII - AMENDMENTS

These By-Laws may be altered, amended or repealed by a simple majority of the Board of Directors, subject to repeal or change by action of two-thirds (2/3) of the voting members present at a general membership meeting.

The original of these By-Laws shall be kept in the minute book for the OBA, and the Secretary shall append all amendments to the original.


SECRETARY’S CERTIFICATE

This is to certify that the Board of Directors has duly adopted the foregoing By-Laws and Constitution of the Overland Business Association and approved by the general membership of said Association on the ________ day of ____________, 2005.

IN WITNESS WHEREOF, the undersigned President and Secretary has signed this Certificate this ____________ day of _________, 2005

 

 

__________________________________

President

 

___________________________________

Secretary