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ARTICLE I.
PURPOSES AND RESTRICTIONS.
The purposes of the Corporation shall be
those non-profit purposes stated in the Articles of Incorporation, as may be
amended. No part of the earnings or assets of the corporation shall be used
to fund political campaigns for individual elective offices or appointments
thereunder. No part of the net earnings or other assets of the Corporation
shall inure to the benefit of, be distributed to or among, or revert to any
director, officer, contributor or other private individual having, directly
or indirectly, any personal or private interest in the activities of the
Corporation, except that the Corporation may pay reasonable compensation for
services rendered and may make payments and distributions in furtherance of
the non-profit purposes stated in the Articles of Incorporation.
The corporation shall act to further and
advance the following purposes:
- Provide a non-profit organization
consisting of membership of non-municipal publicly owned and operated
sanitary sewer districts organized under the Missouri Constitution or
Revised Statutes of Missouri for the purpose of improving public health
and promoting the economic and efficient treatment, collection and
disposal of commercial and residential wastewater.
- Provide a network of and for non-municipal
governmental wastewater managers and other persons or entities becoming
members of the corporation to enhance the improvement, operation and
maintenance of non-municipal public wastewater collection and treatment
facilities.
- Develop educational documents and programs
that will help form the materials for ongoing waste water management
training and public information concerning public wastewater management.
- Actively participate in public and private
efforts in the development and acceptance of new and improved practices,
policies, laws and regulations for non-municipal publicly owned and
operated sanitary sewer districts.
ARTICLE II.
OFFICES.
The principal office of the Corporation in
the State of Missouri shall be located in Columbia, Missouri. The
Corporation may have such other offices within or without the state of
Missouri as the board of directors shall determine.
The registered office of the Corporation
required under the laws of the State of Missouri to be maintained in the
State of Missouri 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 in conformity with the laws of the State of
Missouri.
ARTICLE III.
MEMBERSHIP.
The Corporation shall have membership and the
rights and privileges of membership shall be governed by the following
regulations:
A. Membership - Voting membership in the
corporation shall be open to non-municipal publicly owned and operated sewer
districts organized and operated under the Missouri Constitution or Revised
Statutes of Missouri that pay membership fees in accordance with written
policies prepared and adopted by the Board of Directors. The Board of
Directors by majority vote may extend voting membership to newly formed
non-municipal publicly owned and operated sewer districts organized and
operated under the Missouri Constitution or Revised Statutes of Missouri
without payment of membership fees, provided that any such member shall be
required to pay membership fees once it has customer revenue. Further, the
Board of Directors shall at no time be composed of a majority of voting
members that do not pay membership fees as prescribed by majority vote of
the Board of Directors. The Board of Directors at least annually shall
review the status of voting members which do not pay membership fees and may
terminate the membership and voting privileges of any member which does not
pay membership fees when due upon written notice. Associate membership shall
be available under written policy established by the Board of Directors, but
associate members shall not be permitted to vote on matters requiring a vote
under the Articles of Incorporation or these by-laws. (revised 5-25-05)
B. Membership Meetings - The voting members
shall meet at least annually at the principal office of the corporation or
such other place within or without the state of Missouri as may be
designated from time to time by the Board of Directors. Annual meetings of
the voting members and associate members shall be held on such date or dates
established by the Board of Directors. Special meetings of the membership
for any purpose whatsoever may be called at any time and place as the Board
of Directors may prescribe.
C. Voting - Voting shall be restricted to
those sewer districts which are voting members of the corporation under the
Articles of Incorporation; each sewer district which is a voting member
shall be entitled to one vote by a representative appointed by a sewer
district entitled to vote. Associate members shall not be entitled to vote
except in an advisory capacity as determined by the Board of Directors.
Voting by voting members of the corporation for the election of directors
shall be by voice unless any member demands a ballot vote before voting
begins. Voting may be conducted by written proxy or, if not challenged by
the Board of Directors, by verbal proxy.
D. Notice of Meeting - Notice of annual or
special meetings of the membership shall be given in writing stating the
agenda, place, date and time of the annual or special meeting of the
membership, given not less then ten days and, if notice is mailed by other
than first class mail, not less than thirty days and no more than 60 days
before the meeting date. Notice of any annual or special meetings shall also
describe the matter or matters which must be approved by the voting
membership as prescribed by law and contain a general description of the
matter or matters for which the meeting is called. Any member may waive
notice of any meeting by a signed writing executed by the member entitled to
notice and delivered to the corporation for inclusion in the minutes of the
meeting for filing with the corporate records, or by the member=s attendance
at the meeting, unless the member objects to holding the meeting or
transacting business at the meeting if such objection is made at the
beginning of the meeting.
E. Quorums - A quorum of the voting
membership shall consist of at least a majority of the membership entitled
to cast a vote on any matter. Unless two thirds of the voting membership
entitled to vote is present in person or by proxy at any meeting, no matter
concerning these bylaws may be voted upon; otherwise, a quorum shall be
sufficient to vote on any matter or business authorized or permitted to be
voted upon.
ARTICLE IV.
BOARD OF DIRECTORS.
A. Management Powers. All corporate powers of
the association shall be exercised by, or under authority of the Board of
Directors and the business and affairs of the corporation shall be
controlled by the Board of Directors, subject, however, to such limitations
as are imposed by the Missouri Non-Profit Corporation Act, the Articles of
Incorporation, or these By-Laws, as to actions to be authorized or approved
by the members. The Board of Directors may, by contract or otherwise, give
general or limited or special power and authority to the officers and
employees of the corporation to transact the general business, or any
special business, of the corporation, and may give powers of attorney to
agents of the corporation to transact any special business requiring such
authorization.
B. Number and Qualification of Directors. The
authorized number of directors shall be seven. The directors will be elected
at the first meeting of the corporation and thereafter at the annual
corporation meeting. Directors must be full members of the corporation. No
full member sewer district shall have more than one person on the board of
directors representing the member sewer district.
C. Election and Term of Office. The term of
office shall be two years. Three directors shall be elected on even years
and four directors shall be elected on odd years by the members entitled to
vote, and shall hold office until successors are elected, or resignation, or
removal from office. Four of the Directors on the first Board shall serve
only one year, but shall be eligible to be elected to a full two year term
upon the expiration of their initial one year term. Elections for members of
the Board of Directors and/or Officers shall be conducted in June of each
year unless another month is chosen by a majority vote of the Board of
Directors; elected Directors and Officers shall begin their term of office
on the first day of the next month succeeding their election.
D. Vacancies. Vacancies on the Board of
Directors may be filled by a majority of the remaining directors. Each
person so elected shall be a director until his successor is elected by the
members, who may make such election at the next annual meeting of the
members or at any special meeting duly called for that purpose and held
prior thereto. The members may elect a director at any time to fill any
vacancy not filled by the directors.
E. Removal of Directors. The entire Board of
Directors or any individual director may be removed from office in the
manner provided by Missouri law. A director's office shall be vacant until
filled as provided in Section D.
F. Place of Meetings. All meetings of the
Board of Directors shall be held at the registered office of the corporation
or at such place within or without the state as may be designated from
time-to-time by the board.
G. Regular Meetings. Regular meetings of the
Board of Directors shall be held, without call or notice, immediately
following each annual meeting of the members of this association.
H. Special Meetings- Call and Notice. Special
meetings of the Board of Directors shall be called for any purpose at any
time by the President or, if he is absent or unable or refuses to act, by
any Vice-President or any two Directors. Notwithstanding the notice required
for annual meetings, written notice of the special meetings, stating the
time, and in general terms the purpose or purposes thereof, shall be mailed
or transmitted by regular mail, electronic mail, facsimile or personally
delivered to each Director not less than two (2) days nor more than fifty
(50) days before the day appointed for the meeting. Special meetings may be
conducted in person, by conference telephone call, or by any method or
combination of methods acceptable to a quorum of the Board of Directors.
I. Quorum. Four of the authorized number of
directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision
done or made by a quorum shall be regarded as the act of the Board of
Directors, unless a greater number be required by the Articles of
Incorporation. An individual Director may designate a proxy to attend
meetings and vote on their behalf written proxy or, if not challenged by the
Board of Directors, by verbal proxy.
J. Board Action without Meeting. Any action
required or permitted to be taken by the Board of Directors, may be taken
without a meeting, and with the same force and effect as a unanimous vote of
directors, if all members of the board shall individually or collectively
consent in writing to such action.
K. Adjournment - Notice. A quorum of the
directors may adjourn any directors' meeting to meet again at a stated day
and hour. Notice of the time and place of holding an adjourned meeting need
not be given to absent directors if the time and place is fixed at the
meeting adjourned. In the absence of a quorum, a majority of the directors
present at any directors' meeting, either regular or special, may adjourn
from time-to-time until the time fixed for the next regular meeting of the
board.
L. Conduct of Meetings. The President, or, in
his absence, the Vice-President or any director selected by the directors
present shall preside at meeting of the Board of Directors. The Secretary of
the corporation, or in his/her absence, any person appointed by the
presiding officer, shall act as Secretary of the Board of Directors.
- Compensation. Directors and members
of committees shall serve without compensation except for
reimbursement for expenses, as may be fixed or determined by
resolution of the board.
ARTICLE V.
OFFICERS.
A. Number and Election. The officers
of the Corporation shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also elect one or more additional Vice
Presidents, Assistant Secretaries and Assistant Treasurers. All officers
shall be elected at the annual meeting of the Board by a majority of those
Board members present including newly-elected members, and said officers
shall hold office at the pleasure of the Board for a term of one (1) year or
until their successors shall have been elected and qualified. Where a
vacancy occurs in an office, it shall be filled by the Board for the
unexpired term. Any two or more offices, except the office of President and
Vice President or President and Secretary, may be held by the same person.
B. President. The President shall be the
chief executive officer of the Corporation. The President shall preside at
all meetings of the Board of Directors, shall have the power to transact all
of the usual, necessary and regular business of the Corporation as may be
required and, with such prior authorization of the Board as may be required
by these Bylaws, to execute such contracts, deeds, bonds and other evidences
of indebtedness, leases, and other documents as shall be required by the
Corporation; and, in general, the President shall perform all such other
duties incident to the office of President and chief executive officer and
such other duties as may from time to time be prescribed by the Board of
Directors.
C. Vice President. The Vice President shall
act as chief executive officer in the absence of the President and, when so
acting, shall have all the power and authority of the President. Further,
the Vice President shall have such other and further duties as may from time
to time be assigned by the Board of Directors.
D. Secretary. The Secretary shall record and
preserve the minutes of the meetings of the Board of Directors and all
committees of the Board, shall cause notices of all meetings of the Board of
Directors and committees to be given, and shall perform all other duties
incident to the office of Secretary or as from time to time directed by the
Board of Directors or by the President.
E. Treasurer. The Treasurer shall have charge
and custody of and be responsible for all funds of the Corporation, shall
deposit such funds in such bank or banks as the Board of Directors may from
time to time determine, and shall make reports to the Board of Directors as
requested by the Board. The Treasurer shall see that an accounting system is
maintained in such a manner as to give a true and accurate accounting of the
financial transactions of the Corporation, that reports of such transactions
are presented promptly to the Board of Directors, that all expenditures are
presented promptly to the Board of Directors, that all expenditures are made
to the best possible advantage, and that all accounts payable are presented
promptly for payment. The Treasurer shall further perform such other duties
incident to the office and as the Board of Directors or the President may
from time to time determine.
F. Removal and Resignation. Any officer may
be removed, with or without cause, by the vote of a majority of the entire
Board of Directors at any meeting of the Board. Any officer may resign at
any time by giving written notice to the Board of Directors, the President
or the Secretary. Any such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
a resignation shall not be necessary to make it effective.
ARTICLE VI.
GENERAL PROVISIONS.
A. Contracts, Etc., How Executed. Except as
in these Bylaws otherwise provided or restricted, the Board of Directors may
authorize any officer or officers, agent or agents 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; and, unless so authorized, no officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable pecuniarily for
any purpose or in any amount unless in the ordinary course of business.
B. Loans. Unless in the ordinary course of
business, no loans shall be contracted on behalf of the Corporation and no
negotiable paper shall be issued in its name, unless and except as
authorized by the Board of Directors in accordance with the provisions of
these Bylaws. To the extent so authorized, any officer or agent of the
Corporation may effect loans and advances at any time for the Corporation
from any bank, trust company, or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute
and deliver promissory notes, bonds or other evidences of indebtedness of
the Corporation, and when authorized as aforesaid, may pledge, hypothecate
or transfer any and all stocks, securities and other personal property at
any time held by the Corporation as security for the payment of any and all
loans, advances indebtedness and liabilities of the Corporation, and to that
end may endorse, assign and deliver the same.
C. Deposits. All funds of the Corporation
shall be deposited from time to time to the credit of the Corporation with
such banks, bankers, trust companies or other depositaries as the Board of
Directors may select or as may be selected by any officer or officers, agent
or agents of the Corporation to whom such power may be delegated from time
to time by the Board of Directors.
D. Checks, Drafts, Etc. All checks, drafts or
other orders form payment of money, notes, acceptances or other evidence of
indebtedness issued in the name of the Corporation, shall be signed by the
President, or in the President=s absence by the Vice President, or the
Treasurer or such officer or officers, agent of agents of the Corporation,
and in such manner as shall be determined from time to time by resolution of
the Board of Directors in accordance with the provisions of these Bylaws.
Endorsements for deposit to the credit of the Corporation in any of its duly
authorized depositaries may be made without countersignature, by the
President, Vice President or Treasurer, or by any other
officer or agent of the Corporation to whom the Board of Directors, by
resolution, shall have delegated such power, or by hand-stamped impression
in the name of the Directors.
E. General and Special Bank Accounts. The
Board of Directors from time to time may authorize the opening and keeping
of general and special bank accounts with such banks, trust companies or
other depositaries as the Board of Directors may select and may make such
rules and regulations with respect thereto, not inconsistent with the
provisions of these Bylaws, as they may deem expedient.
ARTICLE VII.
RECORDS AND REPORTS.
A. Records of Corporate Meetings and Member
Register. The corporation shall keep, at its registered office, complete
records of all the proceedings of the Board of Directors and members and a
member register giving the names of the members in alphabetical order and/or
by county and showing their respective addresses and telephone numbers.
B. Copies of Resolutions. Any person dealing
with the corporation may rely upon a copy of any of the records of the
proceedings, resolutions, or votes of the Board of Directors or members,
when certified by the President or Secretary.
C. Books of Account. The corporation shall
keep appropriate and complete books of account.
D. Inspection of Books and Records. All books
and records provided for by statute shall be open to inspection of the
directors and members from time-to-time and to the extent expressly provided
by statute, and not otherwise.
ARTICLE VIII.
AMENDMENTS.
These Bylaws may be amended by a majority
vote of the Board of Directors.
ARTICLE IX.
CORPORATE SEAL.
The Board of Directors 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
ACorporate Seal@ and AMissouri@.
ARTICLE X.
FISCAL YEAR.
The fiscal year of the Corporation shall
begin July 1st and end June 31st of each calendar year.
ARTICLE XI.
INDEMNIFICATION.
Each person who is or was a director or
officer of the Corporation, including the heirs, executors, administrators,
or estate of such person, shall be indemnified by the Corporation to the
fullest extent permitted or authorized by the laws of the State of Missouri,
as now in effect and as hereafter amended, against any liability, judgment,
fine, amount paid in settlement, costs and expenses including attorney=s
fees, incurred as a result of any claim arising in connection with such
person=s conduct in his or her capacity, or in connection with his or her
status, as a director of officer of the Corporation. The indemnification
provided by this bylaw provision shall not be exclusive of any other rights
to which such director or officer may be entitled under any other bylaws or
agreement, vote of disinterested directors, or otherwise, and shall not
limit in any way any right that the corporation may have to make different
or further indemnification with respect to the same or different person or
classes of persons.
Adopted the 7th day of September, 2001.
PO Box 7233
Columbia, MO 65205-7233
(573) 441-0098
LFlorea@bcrsd.com
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