Metropolis Bylaws
AMENDED AND RESTATED BYLAWS OF
METROPOLIS SAINT LOUIS
A MISSOURI NONPROFIT CORPORATION ARTICLE I: OFFICES
The corporation may have an office or offices at such places as the Board of Directors may from time to time determine or the business of the corporation may require.ARTICLE II: DIRECTORS
- The affairs of the corporation shall be managed by the Board of Directors.
- The number of Directors to constitute the Board of Directors shall be no less than nine nor greater than fifteen, and may be fixed or changed from time to time by the Board of Directors. All Directors shall be elected annually at the January meeting of the Directors. Directors may be reelected to successive terms. At the annual elections, the Directors shall consider the slate of persons whom the Delegates have suggested as Directors.
- A Director may be removed, with or without cause, by the vote of two-thirds of all the Directors in office.
- A Director may resign at any time by delivering notice to the Board of Directors, or to the President or Secretary of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future effective date.
- If the office of a Director becomes vacant for any reason, the remaining Directors shall choose a successor who shall hold office for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors.
- Directors, as such, shall not receive any stated salary for their services. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation or reimbursement of expenses therefore.
- Directors may, but are not required to, refer any matter to a Delegates' meeting to seek the Delegates' input.
- The Director who is President of the corporation shall also:
- Be a resident of the City of St. Louis immediately prior to his or her election;Or have had a prior position on the Steering Committee
- Have organized and carried out an official Metropolis project prior to his or her election; and
- Have submitted written platform paper (discussing the candidate's qualifications and plans as President) which was distributed to the Delegates prior to the election.
ARTICLE III: MEETINGS OF THE BOARD
- The annual meeting of the Board shall be held in January and at such time and place as determined by the Board. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President or not less than twenty percent of the Directors on not less than two days' notice to each Director. Delegates may attend all meetings of the Board.
- At all meetings of the Board, a majority of all the Directors in office shall constitute a quorum for the transaction of business. The vote or act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the action is one upon which, by express provision of statue, the Articles of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall control. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
- Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
- Action required or permitted by statute to be taken at a Board of Directors' meeting may be taken without a meeting if a consent in writing describing the action to be taken is signed by each Director, and included in the minutes filed with the corporate records reflecting the action taken. Such action may be evidenced by one or more written consents, and shall be effective when all the Directors have approved the consent, unless the consent specifies a different effective date.
- Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any notice or waiver of notice of such meeting; except that no special meeting of the Directors may remove a director unless written notice of the proposed removal is delivered to all Directors at least twenty days prior to such meeting.
ARTICLE IV: NOTICES
- Whenever notice is required to be given to any Director or Delegate, such notice may be given (a) in person; (b) by any form of wire or wireless communication such as telephone, facsimile, E-mail, telegraph, or teletype; (c) by first class mail or private carrier; or (d) if the preceding forms of personal notice are impracticable, by a newspaper of general circulation in the area where published or other form of public broadcast communication such as radio or television. Notices given pursuant to (a), (b) or (c) above shall be addressed to each Director or Delegate at such address as appears in the records of the corporation, and such notice shall be deemed given when thus transmitted.
- Whenever any notice is required to be given, a waiver thereof in writing signed by the person entitled to said notice, whether before or after the time stated therein, and filed with the minutes or corporate records, shall be deemed equivalent thereto.
- A Director's or Delegate's attendance at or participation in any meeting shall constitute a waiver of notice of the meeting unless the Director or Delegate, prior to the meeting or to the objected-to vote, objects to the lack of notice and does not vote for or assent to the objected-to action.
ARTICLE V: COMMITTEES
- The Board of Directors, by a resolution adopted by a majority of the Directors in office, may designate one or more other Board committees, each of which shall consist of at least one Director. Such committees may also have Delegates as members. Such committees shall, to the extent provided in such resolution, have and exercise the authority of the Board of Directors to the extent designated by the Board. The committees shall include a Membership Committee, a Fundraising Committee, a Policy/Leadership Committee, a Living Environment/ Perception Committee, a Social Events Committee, and a Marketing Committee; notwithstanding the foregoing, the Board in its sole discretion may designate additional committees or determine that the foregoing committees shall no longer exist.
- The Board of Directors, by a resolution adopted by a majority of the Directors in office, may designate an Executive Committee, which shall consist of at least three Directors of the corporation. Except as restricted by law or authorizing resolution, the Executive Committee shall have and exercise the authority of the Board of Directors between meetings of the Board of Directors.
- Articles III and IV of these Bylaws pertaining to meetings of the Board shall also apply to committees of the Board.
ARTICLE VI: OFFICERS
- The officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer and such other officers as may be elected by the Board of Directors who shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The President, the Vice President, the Secretary and the Treasurer shall also serve as Directors.
- The requirements for election as President are set forth in Article II, Section 8 of these Bylaws.
- The officers of the corporation shall hold their offices for a term of twelve months. Officers may be reelected to successive terms.
ARTICLE VII: PRESIDENT
The President shall be the chief executive officer of the corporation and shall preside at all meetings of the Directors at which he or she is present. He or she shall perform such duties as the Board of Directors may prescribe and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute contracts except where permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. During meetings of the directors, the president will not have voting privileges except in the event of a tie.
ARTICLE VIII: SECRETARY
The Secretary shall keep or cause to be kept a record of all meetings of the Board of Directors and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. He or she shall be responsible for authenticating the records of the corporation.ARTICLE IX: TREASURER
The Treasurer, shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors and shall perform such other duties as the Board of Directors may prescribe. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the corporation.ARTICLE X: DELEGATES
- The corporation shall allow interested individuals to participate in the affairs of the corporation as provided in this Article. These persons shall constitute "Delegates" within the meaning of the Missouri Nonprofit Corporation Act.
- Any individual may become a Delegate by paying annual dues to the corporation in the amount determined by the Board of Directors. Any other person who attends events or open meetings of the Delegates, but who has not paid such dues, shall not be a Delegate or have any other rights with respect to the corporation.
- The corporation shall send to Delegates, at their last address provided to the Secretary, regular correspondence from the corporation regarding its activities.
- Delegates may participate on the committees established pursuant to Article V to the extent prescribed by the committee chair and the Board.
- If the Directors choose to refer any matter to a Delegates' meeting for the Delegates' input, each Delegate shall have the right to speak and the right to vote with respect to such matter. By majority vote at a meeting of the Delegates, the Delegates may call for an issue to be raised and considered (or reconsidered) at the next regular Board of Directors meeting.
- Any Delegate who attends a semi-annual meeting of Delegates shall have the right to nominate any person (including himself or herself) as a Director. Delegates at a semi-annual meeting of Delegates may elect a slate of nominees for Directors of the corporation by a majority vote. Directors shall be elected in accordance with Article II.
- Regular meetings of the Delegates shall be held at such times and places as determined by the Board. Semi-annual meetings of Delegates shall be held in January and July and at such times and places as is determined by the Board. Notice shall not be required for any meeting so long as notice is given once of a regular time and place. Notice shall be given in accordance with Article IV except that notice pursuant to Section 1(d) of Article IV shall be acceptable even if the forms of notice set forth in Sections 1(a), (b) or (c) are practicable.
- At all meetings of Delegates, the number of Delegates present shall constitute a quorum for the transaction of business. The vote or act of a majority of the Delegates present at any meeting shall be the act of the Delegates.
- Except as explicitly provided in this Article X, all decisions with respect to the corporation are reserved to the Board of Directors.
- All project committees are responsible for having at least one delegate to assist in planning and execution of committee responsibilities. All delegates must be approved by a majority vote of the Board of Directors.
ARTICLE XI: CHECKS
All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.ARTICLE XII: RECORDS
- The Directors may keep the books of the corporation at the principal business office of the corporation in this state or at such other place as they may from time to time determine and as may be permitted by law.
- The corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the Directors without a meeting, and a record of all actions taken by committees of the Board of Directors.
- The corporation shall maintain appropriate accounting records. A copy of the following records shall be kept at the corporation's principal office: the Articles of Incorporation and all amendments to them currently in effect, these Bylaws and all amendments to them currently in effect, a list of the names and business or home addresses of the current Directors and officers, the most recent annual report delivered to the Secretary of State, and appropriate financial statements of all income and expenses.