AMENDED
BY-LAWS
OF
MISSOURI WATERFOWL ASSOCIATION, INC.
(A NONPROFIT ORGANIZATION)
ARTICLE I
NAME AND OFFICERS
Section 1.01 Name. The name of the corporation is Missouri Waterfowl Association, Inc. (Herein after referred to as the Organization). Chapter names shall be decided by the board of directors of each chapter.
Section 1.02 Office. The principal office of the Organization shall be the address of the current secretary. The principle office will be changed whenever seen fit with the board of directors.
ARTICLE II
MEMBERS
Section 2.01 Members. The Organization shall have members.
Section 2.02 Categories of Members. The Board of Directors shall establish the categories of membership of the Association and the qualifications for membership in each category.
Section 2.03 Dues. The Board of Directors shall establish the dues for each category of membership and the date for payment of dues. Renewals for membership shall occur on November 1st of each year. Dues shall be pro-rated according to renewal date otherwise.
Section 2.04 Termination of Membership. The Board of Directors may terminate a member's membership in the Association for any lawful reason.
Section 2.05 Meetings. The meetings of the members of the Association shall be held at such time and place as may be designated by the Board. The Board shall determine the notice required and the quorum necessary for any action taken by the members unless otherwise specified in these by-laws.
Section 2.06 Votes by Members. Unless the Board of Directors decides to the contrary, the members of the Association shall not be entitled to vote on any matters except those matters required by law. The general membership shall elect the board at the annual meeting.
ARTICLE III
Chapter Financial Obligation to the Association
Section 3.01 Financial Obligation. The chapter's financial obligation to the MWA is $20.00 of all memberships to the board. $5.00 to the chapter that receives the dues. In addition, 10% of the net revenue of all major fund raising will be given to the board.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.01 General Powers. The management of all the affairs, property and business of the Organization shall be vested in the Board of Directors. The board shall have the power to:
1. Supervise and control the finances of the Association
2. Establish and approve the annual operating budget for the Association
3. Approve Chapter recognition and assist in the formation of such chapters across the state of Missouri
4. Set the level of membership dues as provided in Section 2.03
5. Elect the officers of the Association as set forth in Section 4.02
6. Determine the time and place of the regular and special meetings of the membership
Section 4.02 Election of Directors and Tenure. The election of the Board of Directors shall be annually at a September meeting. Board of Directors will be on a rotating two year or one year tenure.
Section 4.03 Number. The number of members on the Board of directors shall be 14 members at large, and one representative from each chapter. This number shall include the Chairman, Chairman-elect, Secretary and Treasurer who shall be elected as hereinafter provided, and their names are as follows.
Kris Harmon |
James Worley |
Craig Abbott |
Phil Allen |
Jamie Carter |
John Hemeyer |
Dennis Foss |
Tim Turpin |
Royce Hudson |
Gary Hill |
Jim Martin |
Bob Bray |
† Section 4.04 from last amended By-Laws deleted; subsequent Sections renumbered and incremented
†† Amended and renumbered Section 4.04
Section 4.04 Annual and Regular Directors' Meetings The annual meeting of the The Board of Directors shall be held in September of each calendar year at such place as the Board of Directors may designate. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.
Section 4.05 Special directors' meetings Special meetings of the board of directors may be called by or at the request of the chairman or any four directors and shall be held at any place the directors determine.
Section 4.06 Notice of Meetings A ten (10) day written notice of all special meetings of the Board of Directors shall be given to each Director by mail, email, or personally.
Section 4.07 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case ma be, consent thereto in writing and the writing, or writings are filed with the minutes of proceedings of the board or committee.
Section 4.08 Quorum of Directors. A majority of the Board of Directors 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 any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 4.09 Board Decisions. 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 of Directors, unless the act of a greater number is required by law.
Section 4.10 Vacancies Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A Director appointed to fill a vacancy shall serve for an unexpired term of his predecessor in office.
Section 4.11 Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors. The position shall be filled by the members of the Association at the next annual meeting.
Section 4.12 Removal. Any Director elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote, and written notification, of a majority of the entire Board of Directors.
Section 4.13 Legal Proceedings. The Board of Directors may institute and defend any and all suits or legal proceedings in any court relating to the Organization, employ counsel and compromise or submit to the arbitration all matters of dispute in which the Organization may be involved, as the Board of Directors may deem necessary and proper.
ARTICLE V
OFFICERS
Section 5.01 Officers. The officers of the Organization shall be a Chairman, Chairman-elect, Secretary, and a Treasurer, all of whom shall be elected for two-year terms. Officers can be re-elected, but can server no more than two consecutive terms in the same office. The elections to be held annually at the September meeting.
Section 5.02 Additional Officers. The Board of Directors may also so choose one or more Vice-Chairman and additional Assistant Secretaries and Assistant Treasurers.
Section 5.03 Qualifications. The Chairman and Chairman-elect must be members of the Board of Directors, but other officers may or may not be Directors. The position of Secretary and Treasurer may be united in one person.
Section 5.04 Chairman. The Chairman of the Organization shall preside at all Directors' meetings. Except where by law the signature of the Chairman is required, the Chairman-elect shall possess the same power as the Chairman to sign all certificates, contracts, and other instruments of the Organization, which may be authorized by the Board of Directors.
Section 5.05 Chairman-elect. The Chairman-elect, in the order designated by the Board of Directors, shall exercise the functions and discharge all the duties of the Chairman during the absence or disability of the Chairman. The Chairman-elect shall also have such powers and discharge such duties as may be assigned from time to time by the Board of Directors.
Section 5.06 Secretary. The Secretary shall issue notices for all meetings, except that notice of special meetings of Directors called at the request of four (4) Directors as provided in Section 4.06 of the By-Laws may be issued by such Directors.
Section 5.07 Minutes. The Secretary shall keep minutes of all meetings, shall have charge of the Seal and the Organization's minute books and shall make such reports and perform other duties as are incident to the office, or as may be lawfully required by the Board of Directors.
Section 5.08 Assistant Secretaries. An Assistant Secretary (Alternate title Public Relations Officer) shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall lawfully describe.
Section 5.09 Treasurer. The Treasurer shall have the custody of all monies and securities of the Organization and shall draw all checks, except when otherwise directed by the Board of Directors, and shall keep regular books of accounts. The Treasurer shall disburse the funds of the Organization in payment of the just demands against the Organization or as may be lawfully ordered by the Board of Directors, taking proper vouchers of such disbursements, and shall render to the Board of Directors from time to time, as may be required, an account of all the transactions as Treasurer and of the financial condition of the Organization. The Treasurer shall perform all duties incident to the office or which are lawfully required by the Board of Directors.
Section 5.10 Assistant Treasurer. An Assistant Treasurer shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall lawfully prescribe.
Section 5.11 Delegation of Powers. In the case of absence or inability to act of any officer of the Organization and of any person herein authorized to act in his place, the Board of Directors may delegate the powers or duties of such officer to another officer, or any Director or other person whom it may select.
Section 5.12 Vacancies. Vacancies in any office arising from any cause may be filled by the Directors at any annual, regular, or special meeting where there is a quorum present by majority vote of the Directors attending.
Section 5.13 Removal. The officers of the Organization shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative majority vote, and written notice by the Board of Directors.
Section 5.14 Bonding. The Board of Directors may require any of the officers, custodians, or agents to give bond to the Organization, with sufficient surety or sureties, contingent upon the satisfactory performance of the duties of their respective positions and to comply with such other conditions as may from time to time be required by the Board of Directors.
ARTICLE VI
COMMITTEES
Section 6.01 Formation and Composition of Committees. The Board of Directors by resolution may designate one or more committees, each of which shall consist of a Director together with persons who may not be Directors, and such committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Organization. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law. Other committees not having and exercising the authority of the Board of Directors in the management of the Organization and not consisting of a Director or of any Directors may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.
Section 6.02 Minutes of Committee Meetings. All committees appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Organization, shall post a summary of said minutes on the Associations web site, and shall report to the Board of Directors at its next meeting.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 7.01 Contracts. The Board of Directors may authorize any officers, agent, or agents of the Organization, 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 Organization; and such authority may be general of may be confined to specific instances.
Section 7.02 Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization, shall be signed by such officer, officers, agent, or agents of the Organization, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by Chairman or Chairman-elect of the Organization.
Section 7.03 Deposits. All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 7.04 Gifts. The Board of Directors, in its discretion, may accept on behalf of the Organization any contribution, gift, bequest, or devise for any purpose of the Organization, as stated in the Articles of Incorporation Article VII Section N.
ARTICLE VIII
BOOKS AND RECORDS
Section 8.01 Books and Records. The Organization shall keep correct and complete books and records of account, shall also keep minutes of the proceedings of its Board of Directors and committees having and exercising any of the authority of the Board of Directors. All books and records of the Organization may be inspected by any Director, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE IX
FISCAL YEAR
Section 9.01 Fiscal Year. The fiscal year of the Organization shall commence on November 1st and end on October 31st of each year.
ARTICLE X
AMENDMENTS
Section 10.01 Amendment of Articles of Incorporation. The Articles of Incorporation of this Organization may be amended from time to time by the affirmative vote of a two-thirds majority of the entire Board of Directors if, written notice is given of intention to amend at such meeting.
Section 9.02 Amendment of By-Laws. These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by the affirmative vote of a two-thirds majority of the entire Board of Directors if written notice of intention to alter, amend, repeal, or adopt new By-Laws at such meeting is given to all members 30 days in advance of such meeting.
ARTICLE XI
Chapters
Section 11.01 Chapter Start up. A chapter elect may request funds from the Board of Directors up to but not exceeding $1500.00. These funds are prorated as a loan to the chapter and the chapter is solely responsible for the repayment of this debt within 3 fiscal years of the loan. These monies shall not be treated as a grant to said chapter.
Section
11.02 Chapter grant A chapter may request additional funding in writing. The request shall be considered by the board and shall pass a majority vote of the Board of Directors. Additional funding shall be treated as a grant to said chapter.ARTICLE XII
IMMUNITY FOR VOLUNTEERS
AND INDEMNIFICATION OF DIRECTORS, OFFICERS, ETC.
Section 12.01 Pursuant to Chapter 537, Section 537.118 of the Missouri Revised Statutes the Organization shall hold Volunteers immune from personal liability as stated in such statutes.
Section 12.02 In furtherance of the above-stated intent, the Organization shall indemnify and hold harmless any person who was or is a part or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, by reason of the fact that such person is or was a Director, officer, employee or agent of another corporation, partnership, joint venture, association, trust or other enterprise, against expenses (including without limitation attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere 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 reasonably believed to be in or not opposed to the best interest of the Organization, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 12.03 To the extent that a Director, officer, employee, or agent of the Organization has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to herein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including without limitation attorneys' fees) actually and reasonably incurred by him in connection therewith.
Section 12.04 Expenses (including attorneys' fees) incurred in defending any claim, action, suit, or proceeding may be paid by the Organization in advance of the final determination, settlement, or other disposition of such claim, action, suit, or proceeding upon receipt by the Organization of an agreement by or on behalf of the Director, officer, employee, or agent to repay such amount if it shall be determined that such person was not entitled to be indemnified under this section.
Section 12.05 The foregoing right of indemnification shall not be exclusive and shall be in addition to any other rights to which the Director, officer, employee, or agent may be entitled under any statute, rule of law, agreement or resolution of vote of the Board of Directors.