BPNA BYLAWS

 

BYLAWS

OF

THE BENTON PARK MARKETING CORPORATION

 

Index
ARTICLE ONE: NAME AND PRINCIPAL OFFICE
ARTICLE TWO: AUTHORITY AND PURPOSES
ARTICLE THREE: MEMBERSHIP AND DUES
ARTICLE FOUR: OFFICERS
ARTICLE FIVE: MEETINGS OF THE ASSOCIATION
ARTICLE SIX: COMMITTEES
ARTICLE SEVEN: FISCAL AUTHORITY
ARTICLE EIGHT: LIABILITY AND INDEMNIFICATION
ARTICLE NINE: CORPORATE SEAL AND RECORDS
ARTICLE TEN: AMENDMENT
ARTICLE ELEVEN: CONFLICT of INTEREST
 

 

ARTICLE ONE: NAME AND PRINCIPAL OFFICE.

Section 1: Name.The name of the Corporation is THE BENTON PARK MARKETING ASSOCIATION dba the Benton Park Neighborhood Association, and shall be referred to as the Association in these by-laws.

Section 2: Principal Office.The principal office of the Association is located at P.O. Box 2066, St. Louis, Missouri 63158. The principal office of the Association shall serve as its registered office.

 

ARTICLE TWO: AUTHORITY AND PURPOSES.

Section 1: Authority. The Association derives its authority from and is governed by The General Not For Profit Corporation Law of Missouri (currently Chapter 355 of the Revised Statutes of Missouri) and its Articles of Incorporation, which were accepted and approved by the Corporate Division of the Office of the Secretary of State on August 16, 1984.

The Association shall have all the powers described in Article Six of its articles of incorporation as well as any other powers authorized by the General Not For Profit Corporation Law of Missouri.

Section 2: General Purpose.The general purpose of the Association is to encourage the continued renewal and redevelopment of the Benton Park neighborhood of the City of St. Louis, Missouri, by promoting the advantages of this neighborhood as a place for people to live and work.

The Association shall work to achieve this purpose by designing and carrying out the programs described in the articles of incorporation and such other related programs as the Board of Directors, hereinafter called the Officers, deems to be appropriate.

In furtherance of its general purpose, the Association shall engage only in such activities as will qualify it for tax—exempt treatment under Section 501(c) (3) of the Internal Revenue Code (or under any successor provision in this section).

ARTICLE THREE: MEMBERSHIP AND DUES.

Section 1: Membership.Membership in the Association shall be open to all who live within the boundaries of Benton Park as well as to those who own property or own or operate a business within those boundaries.

Section 2: Dues.

Members of the Association shall be required to pay annual dues in the amount of twenty dollars ($20.00) for an Individual (1 vote), thirty-five dollars ($35.00) for a family (2 votes), fifty dollars ($50.00) for a business (1 vote and 1 ad in newsletter), and five dollars ($5.00) for Seniors (1 vote). People who do not live, own property, or own or operate a business in the neighborhood can join the Association for twenty dollars ($20.00) but will not received voting rights.

This amount shall be due on or before the date of the first meeting of the Association in each calendar year. The amount of dues and the date on which payment is to be made may be changed once each year, Any such changes must be approved by a two-thirds majority vote of the eligible voting members present.

New members may activate their membership at any time during the calendar year by payment of the full annual dues for that calendar year. Dues shall not be pro—rated.

Section 3: Voting Eligibility.All association members in good standing shall be eligible to vote on issues brought before the membership provided their dues have been paid at least thirty (30) days in advance of the meeting at which the vote is taken.

ARTICLE FOUR: OFFICERS.

Section 1: Number of Officers.The Executive Board shall consist of five (5) persons:  president, vice president, secretary, treasurer and membership coordinator.  These officers will be collectively known as the Executive Board.

Section 2: Qualifications.All Association members in good standing are eligible to hold office in the Association. However, special preference shall be given to people who have been active in promoting the renewal of the neighborhood.

Section 3: Selection and Term of Office.Election of officers shall be held during the Association’s last regular meeting of the calendar year. Officers shall begin their term of office immediately upon election, and shall serve until the next regular election of officers, or until their tenure of office is terminated by resignation or removal. (See Sections 4 and 5.)

The date of the election of officers may be changed as the needs of the Association dictate, by a simple majority vote of the members present at any regular meeting of the Association.

The President shall appoint a Nominating Committee (See Article VI) who shall prepare and present the slate(s) of officers. Because of the need for the officers of the Association to work together harmoniously during their term of office, only complete slates of candidates shall be assembled by the nominating committee and presented to the general membership.

Any member in good standing who presents himself/herself to the nominating committee shall be placed on a slate of candidates by said committee, in accordance with a set of guidelines to be developed by the nominating committee and presented for approval of the majority of members present at a meeting at least two months prior to the election.

The members of the Association shall select, by majority vote of those present, a slate of candidates to serve as Officers of the Association.

Section 4: Resignation. An Officer of the Association may resign at any time by giving written notice of his or her resignation to the secretary of the Association. The secretary shall give written notice to the Association president.

Section 5: Removal.An Officer of the Association may be removed from office by a two-thirds (2/3rds) majority vote of members present at such meeting for good cause when, in the judgment of the Association, such action would be in the best interests of the Association.

Any Officer who is subject to a removal vote shall be given written notice of such proposed action at least one (1) week prior to the meeting at which such vote occurs.

Section 6: Vacancies.Any vacancy of Officers, whether caused by resignation, removal or any other reason, shall be filled as soon as possible by majority vote of the membership for the remaining portion of the term of the vacant position.

Section 7: Compensation.No member of the Association shall receive any compensation for his or her service to the Association.

However, the Association may, from time to time, authorize that Officers be reimbursed for actual out—of—pocket expenses incurred on behalf of and at the direction of the Association.

Section 8: Powers. The Officers shall have all powers provided by The General Not For Profit Corporation Law of Missouri and by the Corporation’s articles of incorporation to manage the day-to-day and long-term operations and activities of the Association.

Section 9: Duties.To authorize the expenditures of funds less then $500.00 as is necessary to conduct the business and advance the purpose of the Association- only when a written expenditure report is accompanied with the request. Requests for expenditures of $500.00 or more shall be presented at a General meeting to the Association for approval by majority vote. The Officers of the Association shall perform the following duties:

President: The president shall preside over all monthly Association meetings, shall appoint persons to serve on committees, shall be a member of Agenda Committee, shall chair a minimum of one meeting annually (preferably as close to the start of the new election year as possible) with other officers and committee heads, shall review with the treasurer budgets for fundraising projects of individual committees, and shall be the contact person for the media. 

The president shall, along with the secretary or other proper officer of the Association, sign all deeds, mortgages, bonds, contracts and other instruments which the Officers have authorized to be executed, except in cases where the signing of an instrument is expressly delegated to some other officer or agent of the Association by a resolution of the Association, by these by—laws or by Missouri law.

The president shall perform all other duties incident to the office of president of a Missouri corporation or as may be prescribed by the Association from time to time.

Vice President: The vice president shall perform the duties of the president whenever the president is unable or unwilling to act.

The vice president shall be a member of the Agenda Committee, shall be responsible for maintaining the Post Office Box, and shall be responsible for handling such correspondence as thank you notes to guest speakers.

Secretary: The secretary shall keep the minutes of all meetings of the Association, shall present copies of the minutes of each meeting to Officers and Newsletter chairperson by the 20th of each month. 

The secretary shall be the custodian of the books and records of the Association. The secretary shall also be the custodian of the seal of the Association and shall see that this seal is affixed to all documents that are required to be sealed by resolution of the Association, by these by-laws or by statute. 

The secretary shall perform all other duties incident to the office of secretary of a Missouri corporation or as may be prescribed by the Association or the president from time to time.

Treasurer: The treasurer shall have charge of the financial records of the Association and shall have prepared and delivered at the monthly Association meetings such regular financial reports on the Association, including preparing records for an annual internal audit.

The treasurer shall report on budget projections for major events, shall collect dues, and shall maintain a list of all members of the Association and their addresses.

The treasurer shall perform all other duties incident to the office of treasurer of a Missouri corporation or as may be prescribed by the Association or by the president from time to time.

Membership Coordinator: The membership coordinator shall be responsible for the recruitment of new members to the Association and chairing an annual membership drive to be held in January. 

The membership coordinator shall maintain a database of members, contact information and membership status.  Supplying said membership list to the newsletter chair to facilitate the publication of the newsletter to the current members.

The membership coordinator shall facilitate all volunteer activities and communication with committee heads.

 

ARTICLE FIVE: MEETINGS OF THE ASSOCIATION.

Section 1: Manner of Acting.The act of a majority of the Officers present at a meeting of the Association at which a quorum is present shall be valid as the act of the Association, except in those instances in which a greater number may be required by resolution of the Officers, by these by-laws, by the articles of incorporation or by statute.

Each Association member in good standing present at a monthly meeting shall be entitled to cast one (1) vote on each matter coming before such meeting for a decision by the Association.

The method of voting on monthly membership issues shall be by voice vote unless any two or more Officers request that voting be by ballot. The secretary shall record the outcome and margin of each vote and the names of the members who abstained from voting. Any Officer may call for a roll call vote on any issue.

The method of voting at Election of Officers shall be by ballot by eligible members. The ballots shall be collected and the outcome recorded immediately after the vote by the Officers of the association.

To be eligible to vote at Election of Officers, members must have their dues paid a minimum of thirty (30) days before the election.

Section 2:Quorum. The presence of a minimum of twenty (20) members in good standing and a minimum of three (3) officers shall constitute a quorum for the purpose of transacting any business at any meeting of the Association.

Section 3: Place of Meetings.The Association shall hold its meetings at the Epiphany United Church of Christ or at such other location as the president may direct, provided that all members of the Association are sent written notice of the location of such alternate meeting place at least one (1) day prior to the scheduled meeting.

Section 4: Regular Meetings.The Association shall hold regular meetings on the first Tuesday of each month. Regular meetings shall be chaired by the president or in president’s absence, an appointee by the president. Meetings shall begin promptly at 7:30 PM and adjourn no later than 9:15 PM.  No meeting shall be held in January or August.

An agenda will be prepared before the meeting by the Agenda Committee, president and vice president, a copy of which will be made available for all members in attendance, and will consist of the following topics in the order given unless otherwise deemed necessary to revise by the Agenda Committee: 

  1. Introduction of New Members 

  2. Guest Speaker if scheduled

  3. Old Business

  4. Treasurer’s Report

  5. Secretary’s Report

  6. Committee Heads’ Reports

  7. New Business

  8. Election of Officers if scheduled
     

Section 5: Attendance at Association Meetings.The monthly meetings of the Association shall be open to the public.

The president may close any part of any meeting when its business so requires.

Section 6: Rules of Order.The Officers may adopt, amend or suspend rules of order for its meetings by a two-thirds (2/3rds) majority vote of the membership present.

In the absence of any other rules adopted by the board, Roberts Rules of Order shall control at all Association meetings, subject to the amendment or suspension process described in the preceding paragraph.

Section 7: Adjournment.Any meeting of the Association may be adjourned by majority vote of the members present, provided that no member present has any further business to bring before the Association.

Section 8: Annual Meetings. The Officers shall hold an annual meeting with Committee Heads as soon as possible after Election of Officers on such day as the president directs.

Section 9: Special Meetings.If unusual circumstances require, the president or any two (2) or more officers may call a special meeting among officers and/or committee heads at such date, time and place as they shall determine.

The person(s) who call a special meeting shall give actual notice to each officer and/or committee heads of the date, time and place of such meeting at least one (1) day prior to the meeting date.

 

ARTICLE SIX: COMMITTEES.

Section 1: Committees. The president of the Association may establish such committees as he or she deems to be necessary from time to time. Each committee shall be an ad hoc committee, unless the Association votes to make it a standing committee.

The president shall appoint committee heads.

In general, the role of the committees of the Association shall be advisory in nature. Neither the standing nor the ad hoc committees shall have authority to act for the Association except as specifically provided for by resolution of the Officers.

Standing committees shall include the following: Agenda; Building Review, Garden, Newsletter, Parks, Problem Properties, and Marketing, and any additional ad hoc or standing committees as the Association sees fit. Ad hoc committees such as a Nominating.

Committee shall be appointed when needed.

Section 2: Committee Heads.The responsibilities of the Committee Head is as follows: 1) Appoint members of committee; 2) set and chair committee meetings; 3) Report at regular membership meetings progress incurred during month or appoint another member of committee to do so; 4) Provide information about committee by the 20th of each month to Benton Park newsletter editor.

 

ARTICLE SEVEN: FISCAL AUTHORITY.

Section 1: Contracts. The officers may authorize any officer(s) or agent(s) of the Association to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association. This authority may be general or confined to specific instances as set out in the Association’s resolution granting such authority.

Section 2: Checks, Drafts, Etc.The Officers may, from time to time, authorize by resolution any officer(s) or agents of the Association to sign checks, drafts, orders for payment, notes or other evidences of indebtedness of the Association. Expenditures over the amount of $500 must be presented to the Association and approved by a simple majority.

In the absence of such authorization by the officers, such instruments shall be signed by the treasurer and co-signed by the president or vice-president of the Association.

Section 3: Deposits. All funds of the Association shall be deposited in a timely manner to the credit of the Association in such banks or other insured depositories as the Association may, from time to time, select.

Section 4: Gifts. The Officers may, on behalf of the Association, accept any contribution, gift, and bequest or devise for the general purposes or for any special purpose(s) of the Association under $500 Gifts over $500 must receive the approval of the general membership.

Section 5: Budget.The president of the Association shall direct the treasurer to prepare an annual budget for the Association.

The treasurer shall submit this budget to the President. The budget shall be subject to the review, revision and approval of the Association.

Section 6: Fiscal Year.The fiscal year of the Association shall begin on January 1st and end on December 31 of each calendar year.

The officers may change the Association’s fiscal year, but only for good cause and subject ot the approval of the Internal Revenue Service.

Section 7: Annual Audit.The officers may consult with and/or ~ retain a certified public accountant to advise the board on fiscal matters and to provide the membership with an audit of the Association’s fiscal operations at least annually.

 

ARTICLE EIGHT: LIABILITY AND INDEMNIFICATION.

Section 1: Liability of Officers. The officers of the Association shall not be personally liable for the debts, obligations or other liabilities of the Association.

Section 2: Indemnification.The Officers may authorize the Association to indemnify any person who was or is or is threatened to be made a party to any civil or criminal legal action by reason of the fact that he or she is or was an officer, member and/or agent of the Association or is or was serving, at the request of the officers, in some capacity on its behalf.

Such indemnification may cover expenses, judgments, fines and/or amounts paid in settlement of claims, as well as amounts actually and reasonably incurred in the defense of such legal action.

However, the Association shall not indemnify any person who did not act in good faith or whose action constituted intentional misconduct.

No officer or member may vote on the issue of indemnification as to his or her own conduct.

Section 3: Liability Insurance, Bonds, Etc. The Association may authorize the purchase of liability insurance; bonds and/or similar protection in such amounts as the officers determine to be in the best interests of the Association. Such protection may cover the officers, its employees, its agents and any real or personal property owned or rented by the Association for the reasonable prospects of liability arising out of and/or in the course of the activities of the officers and/or of the Association.

 

ARTICLE NINE: CORPORATE SEAL AND RECORDS.

Section 1: Record Book.The secretary of the Association shall maintain a record book which shall include the articles of incorporation, the certificate of incorporation and the by-laws of the Association, along with the minutes of all meetings of the Association and all resolutions passed by the Association.

This record book shall also include a list of all present and past officers of the Association and their addresses.

Section 2: Inspection of Records.All books, records and financial reports of the Association shall be kept with the Treasurer of the Association and shall be available for inspection by any officer or member at any reasonable time.

 

ARTICLE TEN: AMENDMENT.

Section 1: Method of Amending. The Association may amend the articles of incorporation of these by—laws only upon an affirmative vote of a two-thirds (2/~3rds) majority vote of the membership present.

Section 2: Prerequisites for Amending. All proposed amendments must be submitted in writing and must be introduced at least one meeting prior to the meeting at which they are voted on.

However, either or both of these requirements may be waived by the unanimous consent of the membership present. Moreover, changes to a proposed amendment may be made at the meeting at which the amendment is first introduced without such changes having to be in writing.

 

ARTICLE ELEVEN: CONFLICT OF INTEREST

Section 1: Definition. A conflict of interest exists for an officer whenever the officer holds a personal financial interest, which will be impacted by the action or inaction by the Association on a proposal before the membership or Executive Board. A personal financial interest shall include a financial interest held by the officer and/or by members of their immediate family. A personal financial interest includes an ownership interest above 5% of a business, which will be impacted by the decision of the Association. Examples of personal financial interest would include employment by the Association; ownership of property the use or control of which is being considered by the Association; plans to purchase property the use or control of which is under discussion by the Association, etc.

 

Section 2: Declaring the Conflict of Interest. Whenever an officer determines that they have a conflict of interest relating to an item under discussion, they must inform the body (membership or Executive Board) hearing the proposal that the conflict of interest exists.

 

Section 3: Abstention from Voting. The officer of Executive Board shall not vote on matters in which they have a conflict of interest.

 

 

CERTIFICATION

These by-laws were duly adopted as the by-laws of the Association by its Officers at the January 8, 1991 regular membership meeting at the principal office of the Association.

These by-laws shall take effect immediately upon their adoption and are hereby made retroactive to January 1, 1991.

 

Change Control

 

Date of Change

Section

Change

February 3, 2003

ARTICLE V SECTION 4 

Add

No meeting shall be held in January or August.


February 3, 2003

ARTICLE V SECTION 3 

From:

The Association shall hold its meetings at the Girls Club

 

 

To:

The Association shall hold its meetings at the Epiphany United Church of Christ  


November 3, 2003

ARTICLE IV SECTION2

From:

The Officers shall consist of four (4) persons: President, Vice President, Secretary and Treasurer. 

 

 

To:

The Executive Board shall consist of five (5) persons:  president, vice president, secretary, treasurer and membership coordinator.  These officers will be collectively known as the Executive Board.  

 

ARTICLE IV SECTION 11

Add

Membership Coordinator:

The membership coordinator shall be responsible for the recruitment of new members to the Association and chairing an annual membership drive to be held in January. 

The membership coordinator shall maintain a database of members, contact information and membership status.  Supplying said membership list to the newsletter chair to facilitate the publication of the newsletter to the current members.

The membership coordinator shall facilitate all volunteer activities and communication with committee heads. 


November 3, 2003

ARTICLE  IV SECTION 9

Add

To authorize the expenditures of funds less then $500.00 as is necessary to conduct the business and advance the purpose of the Association- only when a written expenditure report is accompanied with the request. Requests for expenditures of $500.00 or more shall be presented at a General meeting to the Association for approval by majority vote. 

 

ARTICLE VII SECTION 2

Add

Expenditures over the amount of $500 must be presented to the Association and approved by a simple majority. 

 

ARTICLE VII SECTION 4

Add

under $500 Gifts over $500 must receive the approval of the general membership. 


March 6, 2007

ARTICLE  XI SECTION 1

Add

Definition. A conflict of interest exists for an officer whenever the officer holds a personal financial interest, which will be impacted by the action or inaction by the Association on a proposal before the membership or Executive Board. A personal financial interest shall include a financial interest held by the officer and/or by members of their immediate family. A personal financial interest includes an ownership interest above 5% of a business, which will be impacted by the decision of the Association. Examples of personal financial interest would include employment by the Association; ownership of property the use or control of which is being considered by the Association; plans to purchase property the use or control of which is under discussion by the Association, etc.


March 6, 2007

ARTICLE  XI SECTION 2

Add

Declaring the Conflict of Interest. Whenever an officer determines that they have a conflict of interest relating to an item under discussion, they must inform the body (membership or Executive Board) hearing the proposal that the conflict of interest exists.


March 6, 2007

ARTICLE  XI SECTION 3

Add

Abstention from Voting. The officer of Executive Board shall not vote on matters in which they have a conflict of interest.


November 6, 2007 ARTICLE  III SECTION 2

From:

Members of the Association shall be required to pay annual dues in the amount of five dollars ($5.00)

 

 

To:

Members of the Association shall be required to pay annual dues in the amount of twenty dollars ($20.00) for an Individual (1 vote), thirty-five dollars ($35.00) for a family (2 votes), fifty dollars ($50.00) for a business (1 vote and 1 ad in newsletter), and five dollars ($5.00) for Seniors (1 vote). People who do not live, own property, or own or operate a business in the neighborhood can join the Association for twenty dollars ($20.00) but will not received voting rights.

November 6, 2007 ARTICLE  IV SECTION 1

From:

Standing committees shall include the following: Membership; Beautification; House Tour/Special Events; Agenda; Newsletter; Public Relations, and any additional ad hoc or standing committees as the Association sees fit. Ad-hoc committees such as a Nominating

 

 

To:

Standing committees shall include the following: Agenda; Building Review, Garden, Newsletter, Parks, Problem Properties, and Marketing, and any additional ad hoc or standing committees as the Association sees fit. Ad hoc committees such as a Nominating.


November 6, 2007 ARTICLE  IX SECTION 1

Removed

The Association shall have a seal inscribed with its name to be affixed to documents and other papers whenever required.

November 6, 2007 ARTICLE  III SECTION 4

Removed as a duplicate to Sec 3

All Association members in good standing are eligible to vote on issues at regular meetings and must be paid up a minimum of thirty (30) days prior to Election of Officers.

 

Last updated: Friday, November 14, 2008