[CC 1979 §32.010; Ord. No. 2497 §1, 6-16-1998]
A.
Offices.
1.
Registered office and registered agent. The location
of the registered office and the name of the registered agent of the
corporation in the State of Missouri shall be such as shall be determined
from time to time by the Board of Directors and on file in the appropriate
office of the State of Missouri pursuant to applicable provisions
of law. Unless otherwise permitted by law, the address of the registered
office of the corporation and the address of the business office of
the registered agent shall be identical. The registered office shall
always be located in the City of Sullivan, Missouri.
2.
Principal office. The principal office of the corporation
shall be located in the City of Sullivan, Missouri, at the place designated
in the Articles of Incorporation.
B.
Records. The corporation shall keep correct and complete
books and records of account and shall also keep minutes of the proceedings
of the Board of Directors and each committee of the Board of Directors.
The corporation shall keep at its principal office, or at its registered
office, a record of the name and place of residence of each director
and each officer. Such records shall be kept open for inspection of
all persons interested.
C.
Seal. The Board of Directors shall adopt, and may alter
at pleasure, a corporate seal, which shall have inscribed thereon
the name of the corporation and the words: Corporate Seal-Missouri.
The corporate seal may be used by causing it, or a facsimile thereof,
to be impressed or affixed or to be in any other manner reproduced.
[CC 1979 §32.020; Ord. No. 2497 §1, 6-16-1998]
A.
The
purposes of this corporation shall be those purposes stated in the
Articles of Incorporation.
1.
The corporation shall be a non-profit corporation and no part of
the net earnings or other assets of the corporation shall inure to
the benefit of any director, contributor, officer, or other private
individual having, directly or indirectly, any personal or private
interest in the activities of the corporation.
[CC 1979 §32.030; Ord. No. 2497 §1, 6-16-1998]
A.
Directors in Lieu of Members or Shareholders. The corporation
shall not have members or shareholders as such but, in lieu thereof,
shall have only a Board of Directors.
B.
Powers. The property and affairs of the corporation shall
be managed by the Board of Directors of the corporation. The Board
of Directors shall have and is invested with all and unlimited powers
and authorities, except as it may be expressly limited by law, the
Articles of Incorporation or these Bylaws, to supervise, control,
direct and manage the property, affairs and activities of the corporation,
to determine the policies of the corporation, to do or cause to be
done any and all lawful things for and on behalf of the corporation,
to exercise or cause to be exercised any or all of its powers, privileges
or franchises, and to seek the effectuation of its objects and purposes;
provided however, that:
1.
The Board of Directors shall not authorize or permit the corporation
to engage in any activity not permitted to be transacted by the Articles
of Incorporation or by a corporation organized as an industrial development
corporation under Chapter 349 of the Revised Statutes of Missouri,
as amended from time to time (the "Industrial Development Corporations
Act"),
2.
None of the powers of the corporation shall be exercised to carry
on activities, otherwise than as an insubstantial part of its activities,
which are not in themselves in furtherance of the purposes of the
corporation, and
3.
All income and property of the corporation shall be applied exclusively
for its purposes.
C.
Number — Qualifications.
1.
The number of Directors of the corporation to constitute the Board
of Directors shall be as provided from time to time by the bylaws.
The number of directors may be increased or decreased by amendment
to the bylaws, in accordance with the Industrial Development Corporation
Act; provided however, that the number of Directors shall in no event
be less than five (5).
2.
Each Director shall be a duly qualified elector of, and taxpayer
in, the City of Sullivan, Missouri. The Directors shall be a resident
taxpayer for one (1) year immediately prior to their appointment.
No Director shall be an officer or employee of the City of Sullivan,
Missouri.
[Ord. No. 3689 §1, 8-4-2015]
3.
In the event any Director ceases to be an elector of, or taxpayer
in, the City of Sullivan, Missouri, or shall become an officer or
employee of the City of Sullivan, Missouri, then such Director shall
be deemed disqualified to be, and shall automatically cease to be,
a member of the Board of Directors of this corporation.
D.
Appointment And Terms Of Office.
1.
Staggered terms. The Directors shall at all times
be divided into three (3) groups containing as nearly equal whole
numbers as possible. Every two (2) years the terms of office of one
(1) group of Directors shall expire (which date of expiration shall
be an anniversary date of the incorporation of the corporation) and
their successors shall be appointed for terms of six (6) years.
2.
Notification. Not less than sixty (60) days prior
to the time for appointment of a group of Directors the secretary
of the corporation shall notify in the manner hereinafter set forth
the Chief Executive Officer of the City of Sullivan, Missouri. Such
notice shall set forth the name of each person whose term is about
to expire and the expiration date of such term and shall advise such
Chief Executive Officer that he/she or she should appoint, with the
advice and consent of a majority of the Governing Body of the City
of Sullivan, Missouri, a person to succeed each Director whose term
is about to expire.
3.
Appointment. Each person appointed as a Director
by the Chief Executive Officer of the City of Sullivan, Missouri,
with the advice and consent of a majority of the Governing Body of
the City of Sullivan, Missouri, shall be appointed to serve for a
term ending six (6) years after the date on which his/her predecessor's
term should have expired (which date shall be an anniversary date
of the incorporation of the corporation) and until such Director's
successor is duly elected and has commenced his/her term of office.
If at the expiration of any term of office of any director, a successor
thereto shall not have been appointed, then the director whose term
of office shall have expired shall continue to hold office until his/her
successor shall be appointed. Any director whose term is about to
expire may be elected to succeed himself/herself.
4.
The name of each person who has been so appointed by the Chief Executive
Officer of the City of Sullivan, Missouri, with the advice and consent
of a majority of the Governing Body of the City of Sullivan, Missouri,
shall be promptly forwarded to the secretary of the corporation.
E.
Commencement Of Term Of Office. A Director shall not be
deemed to have commenced his/her term of office or to have any of
the powers or responsibilities of a Director:
1.
Unless he/she is qualified to act as such,
2.
Until his/her predecessor's term should have expired, and
3.
Until the time such Director accepts the office of director either
by a written acceptance or by participating in the affairs of the
corporation at a meeting of the Board of Directors or otherwise.
F.
Vacancies. Vacancies among the Directors resulting from
the death, resignation, removal, incapacity or disqualification of
a Director, or by reason of an increase in the number of Directors
or the failure of an appointed Director to accept the office of director,
may be filled by the Chief Executive Officer of the City of Sullivan,
Missouri, with the advice and consent of a majority of the Governing
Body of the City of Sullivan, Missouri. A Director appointed to fill
a vacancy shall meet the qualifications set forth in these bylaws,
and shall serve for the unexpired term of his/her predecessor and
until such director's successor has been duly appointed and has commenced
his/her term of office.
G.
Compensation. No Director shall receive compensation from
the corporation for any service such Director may render to it as
Director. However, a Director may be reimbursed for his/her or actual
expenses reasonably incurred in and about such Director's performance
of his/her duties as a Director.
H.
Committees. Committees not having the authority of the Board
of Directors in the management of the corporation may be designated
by a resolution adopted by a majority of the Directors present at
a meeting at which a quorum is present. Each such committee shall
have such duties and authority as are from time to time delegated
to it by the Board of Directors. The designation of any such committee
and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility
imposed upon such Board or member by law.
The Board of Directors shall have no authority to appoint an
executive committee or any other committee having the authority of
the Board of Directors.
I.
Resignation. Any Director may resign from the Board of Directors.
Such resignation shall be in writing addressed to the Secretary of
the corporation and shall be effective immediately or upon its acceptance
by the Board of Directors as such resignation may provide.
[CC 1979 §32.040; Ord. No. 2497 §1, 6-16-1998]
A.
Place. Meetings of the Board of Directors of the corporation
shall be held at the principal office of the corporation as designated
in the Articles of Incorporation, or at any other place within the
City of Sullivan, Missouri, as may be determined from time to time
by resolution of the Board.
B.
Annual Meetings. The annual meeting of the Board of Directors
shall be held in July. Notice of an annual meeting shall be given
to each newly elected Director and to each Director who shall continue
in office not less than five (5) days before the date of the annual
meeting.
C.
Regular Meetings. In addition to the annual meeting, the
Board of Directors may hold regular meetings at such time and place
as may be determined from time to time by resolution of the Board.
Notice of a regular meeting shall be given. Any business may be transacted
at a regular meeting.
D.
Special Meetings. Special meetings of the Board of Directors
may be held at any time or place and for any purpose or purposes.
Special meetings may be called by the President, the Vice-President
or by the Secretary or by a majority of the Board of Directors by
notice duly signed by the officer or Directors calling the same and
given in the manner hereinafter provided.
E.
Notice Of Special Meetings. Written or printed notice stating
the place, day and hour of a special meeting and the purpose or purposes
for which the meeting is called shall be delivered to each Director
not less than five (5) days before the date of the meeting, either
personally, by mail or by telegram, by or at the direction of the
officer or the Directors calling the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail addressed to the Director at such Director's address as it appears
on the records of the corporation, with postage thereon prepaid. If
notice is given by telegraph, such notice shall be deemed to be delivered
when the same is delivered to the telegraph company.
"Notice" and "Call" with
respect to such meetings shall be deemed to be synonymous.
F.
Waiver Of Notice. Any notice provided or required to be
given to the Directors may be waived in writing by any of them whether
before or after the time stated therein. Attendance of a Director
at any meeting shall constitute a waiver of notice of such meeting
except where the 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.
G.
Publication Of Notice. There shall be published in a newspaper
of general circulation in the City of Sullivan, Missouri, in which
legal notices may be published, notice of each annual meeting and
of each special meeting of the Board of Directors. Such notice shall
be published at least one (1) time and shall appear at least three
(3) days prior to the meeting.
H.
Quorum. The presence of a majority of the whole Board shall
be requisite for and shall constitute a quorum for the transaction
of business at all meetings. The act of a majority of the Directors
present at a meeting at which a quorum is present shall be valid as
the act of the Board of Directors except in those specific instances
in which a larger vote may be required by law, the Articles of Incorporation
or these bylaws.
I.
Adjournment. Whether or not a quorum shall be present at
any such meeting, the Directors present shall have power successively
to adjourn the meeting, without notice (or publication of notice)
other than announcement at the meeting, to a specified date. At any
such adjourned meeting at which a quorum shall be present any business
may be transacted which could have been transacted at the original
session of the meeting.
J.
Voting. Each Director present at any meeting shall be entitled
to cast one (1) vote on each matter coming before such meeting for
decision. If a roll call is taken, all votes shall be recorded so
as to attribute each "yea" and "nay" vote, or abstinence if not voting,
to the name of the respective Director.
K.
Telephonic And Consent Meetings. The Directors shall have
no authority to act by a unanimous consent to action in lieu of a
meeting, or at a meeting at which some or all Directors participate
by means of a conference telephone or similar communications equipment.
[CC 1979 §32.050; Ord. No. 2497 §1, 6-16-1998]
A.
General. The officers of the corporation shall be a President,
a Vice-President, a Secretary, a Treasurer, and such other officers
as the Board of Directors may elect, including, but not limited to,
Assistant Secretaries and Assistant Treasurers. The President and
the Vice-President shall be elected from among the members of the
Board of Directors and shall at all times while holding such offices
be members of the Board of Directors. The Secretary and the Treasurer
may be, but are not required to be, members of the Board of Directors.
Any two (2) or more offices may be held by the same person, except
the offices of President and Secretary.
B.
Election And Terms Of Office.
1.
Initially, the officers shall be elected by the Board of Directors
named in these bylaws at the first (1st) meeting of that body, to
serve at the pleasure of the Board until the first (1st) annual meeting
of the Board and until their successors are duly elected and qualified.
2.
At the first (1st) and each subsequent annual meeting of the Board
of Directors the Board shall elect officers to serve at the pleasure
of the Board until the next annual meeting of the Board and until
their successors are duly elected and qualified.
3.
An officer shall be deemed qualified when such officer enters upon
the duties of the office to which such officer has been elected or
appointed and furnishes any bond required by the Board or these bylaws;
but the Board may also require of such person his/her written acceptance
and promise faithfully to discharge the duties of such office.
4.
The term of office of each officer of the corporation holding office
at the pleasure of the Board shall terminate at the annual meeting
of the Board next succeeding his/her election or appointment and at
which any officer of the corporation is elected or appointed unless
the Board provides otherwise at the time of his/her election or appointment.
C.
Removal.
1.
Any officer or employee or agent of the corporation may be removed
or discharged by the Board of Directors whenever in its judgment the
best interest of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any,
of the person so removed.
2.
If, for any reason any officer who is also a member of the Board
of Directors ceases to be a member, then such officer shall automatically
be removed from his/her office in the corporation.
D.
Compensation. Salaries and compensation of officers and
of all other agents and employees of the corporation, if any, may
be fixed, increased or decreased by the Board of Directors, but until
action is taken with respect thereto by the Board of Directors, the
same may be fixed, increased or decreased by the Administrator, President,
or such other officer or officers as may be empowered by the Board
of Directors to do so; provided however, that no person may fix, increase
or decrease his/her own salary or compensation. Each officer may be
reimbursed for such officer's actual expenses if they are reasonable
and incurred in connection with the business and activities of the
corporation.
E.
Vacancies. Vacancies caused by the death, resignation, incapacity,
removal or disqualification of an officer of the corporation shall
be filled by the Board of Directors at any annual or other regular
meeting or at any special meeting called for that purpose, and such
person or persons so elected to fill any such vacancy shall serve
at the pleasure of the Board until the next annual meeting of the
Board, and until such officer's successor is duly elected and qualified.
F.
President.
1.
The President shall be the Chief Executive Officer of the corporation and shall have such general executive powers and duties of supervision and management as are usually delegated and vested as responsibilities and authorities in the office of the Chief Executive Officer of a corporation, and he/she shall carry into effect all directions and resolutions of the Board. The President shall preside at all meetings of the Board of Directors at which he/she may be present. If the Board of Directors does not appoint an Administrator pursuant to this Subsection (F) or in the absence, disability or inability to act of any Administrator so appointed, the President shall exercise all of the powers and perform all of the duties of the Administrator.
2.
The President may execute all bonds, notes, debentures, mortgages
and other contracts requiring a seal, under the seal of the corporation
and may cause the seal to be affixed thereto, and all other instruments
for and in the name of the corporation.
3.
The President shall have the right to attend any meeting of any committee
of the Board of Directors and to express his/her opinion and make
reports at such meeting; provided however, that unless the President
shall be specifically appointed to any committee the President shall
not be considered to be a committee member or have the right to vote
or be counted for the purpose of determining a quorum at any such
meeting.
4.
The President shall have such other duties, powers and authority
as may be prescribed elsewhere in these bylaws or by the Board of
Directors.
G.
Vice-President. The Vice-President shall work in cooperation
with and under the general supervision of the President and shall
perform such functions and duties delegated by the President, and
approved by the Board of Directors, as may be assigned to him/her.
In event of the death, and during the absence, incapacity, inability
or refusal to act of the President, the Vice-President shall be vested
with all the powers and perform all the duties of the office of President.
In the absence of the President, the Vice-President shall preside
at all meetings of the Board of Directors at which he/she may be present.
The Vice-President shall have such other or further duties or authority
as may be prescribed elsewhere in these bylaws or from time to time
by the Board of Directors.
H.
Secretary.
1.
The Secretary shall attend the meetings of the Board of Directors
and shall record or cause to be recorded all votes taken and the minutes
of all proceedings in the minute book of the corporation to be kept
for that purpose. The Secretary shall perform like duties for any
committee established pursuant to these bylaws when requested by such
committee to do so. The Secretary shall be the custodian of all the
books, papers and records of the corporation and shall at such reasonable
times as may be requested permit an inspection of such books, papers
and records by any Director of the corporation. The Secretary shall
upon reasonable demand furnish a full, true and correct copy of any
book, paper or record in his/her possession. The Secretary shall be
the administrative and clerical officer of the corporation under the
supervision of the President and Board of Directors.
2.
The Secretary shall keep in safe custody the seal of the corporation
and when authorized to do so shall affix the same to any instrument
requiring the seal, and when so affixed, the secretary shall attest
the same by his/her signature.
3.
The Secretary shall have the principal responsibility to give or
cause to be given notice of the meetings of the Board of Directors,
but this shall not lessen the authority of others to give such notice
as provided in these bylaws.
4.
The Secretary shall have the general duties, powers and responsibilities
of a secretary of a corporation and shall have such other or further
duties or authority as may be prescribed elsewhere in these bylaws
or from time to time, by the Board of Directors.
I.
Treasurer.
1.
The Treasurer shall have supervision and custody of all moneys, funds
and credits of the corporation and shall cause to be kept full and
accurate accounts of the receipts and disbursements of the corporation
in books belonging to it. The Treasurer shall keep or cause to be
kept all other books of account and accounting records of the corporation
as shall be necessary, and shall cause all moneys and credits to be
deposited in the name and to the credit of the corporation in such
accounts and depositories as may be designated by the Board of Directors.
The Treasurer shall disburse or supervise the disbursement of funds
of the corporation in accordance with the authority granted by the
Board of Directors, taking proper vouchers therefor. The Treasurer
shall be relieved of all responsibility for any moneys or other valuable
property or the disbursement thereof committed by the Board of Directors
to the custody of any other person or corporation, or the supervision
of which is delegated by the Board to any other officer, agent or
employee.
2.
The Treasurer shall render to the President, the Administrator or
the Board of Directors, whenever requested by any of them, an account
of all transaction as Treasurer and of those under the Treasurer's
jurisdiction and the financial condition of the corporation.
3.
The Treasurer shall be bonded unless the Board of Directors expressly
waives the requirement of such bonding.
4.
The Treasurer shall have the general duties, powers and responsibilities
of a Treasurer of a corporation, shall be the chief financial and
accounting officer of the corporation and shall have and perform such
other duties, responsibilities and authorities as may be prescribed
from time to time by the Board of Directors.
J.
Assistant Secretary And Assistant Treasurer. Each Assistant
Secretary or Assistant Treasurer, if any, in order of their seniority,
in the event of the death, and during the absence, incapacity, inability
or refusal to act of the Secretary or Treasurer, respectively, shall
perform the duties and exercise the powers of said respective officers
and perform such other duties as the Directors may from time to time
prescribe.
K.
Other Agents. The Board from time to time may also appoint
such other agents and managerial personnel and for the corporation
as it shall deem necessary or advisable, each of whom shall serve
at the pleasure of the Board or for such period as the Board may specify,
and shall exercise such powers, have such titles and perform such
duties as shall be determined from time to time by the Board or by
an officer empowered by the Board to make such determinations.
L.
Duties Of Officers May Be Delegated. If any officer of the
corporation be absent or unable to act, or for any other reason that
the Board may deem sufficient, the Board may delegate for the time
being, some or all of the functions, duties, powers and responsibilities
of any officer or any other officer, or to any other agent or employee
of the corporation or other responsible person, provided a majority
of the whole Board of Directors concurs therein.
[CC 1979 §32.060; Ord. No. 2497 §1, 6-16-1998]
A.
The
Board of Directors may appoint a person to exercise all of the powers
and perform all the duties set forth in this Article and shall designate
such person so appointed as the Manager, executive Director or Administrator
of the corporation (herein called the "Administrator"). The Administrator
shall have such general powers and duties of supervision and management
as are usually delegated and vested as responsibilities and authorities
in the office of the Chief Administrative Officer of a corporation,
and the Administrator shall carry into effect all directions and resolutions
of the Board. The Administrator shall direct the day-to-day business
of the corporation including supervising all employees of the corporation,
collecting any rentals, charges or fees, and keeping records in the
form prescribed from time to time by the Board of Directors and reporting
thereon whenever so requested by the Board of Directors. The Administrator
shall be directly accountable to the President and to the Board and
shall report directly to the Board.
B.
At
least sixty (60) days prior to the end of each fiscal year, the Administrator
shall cause to be prepared and shall submit to the Board for its approval
an annual budget and all supplements thereto for the next fiscal year.
C.
The
Administrator shall submit to the Board of Directors at its annual
meeting a report summarizing the operations and business of the corporation,
and its activities during the preceding year. He/she shall recommend
to the Board of Directors for approval, plans, programs or projects
for future development. The Administrator shall also make such reports
to the Board of Directors as the Administrator may deem necessary,
or which may be required by these bylaws, or by the Board.
D.
The
Administrator (if not a Director) may be invited to attend any meeting
of the Board of Directors and any committee thereof and to express
his/her opinion and make reports at such meeting; provided however,
that in such event the Administrator shall not be considered to be
a Director or committee member or have the right to vote or be counted
for the purpose of determining a quorum at any such meeting.
E.
The
Administrator shall be bonded in the amount of fifty thousand dollars
($50,000.00) unless the Board of Directors expressly waive the requirement
of such bonding.
F.
The
Administrator shall have such other or further duties and authority
as may be prescribed elsewhere in these bylaws or from time to time
by the Board of Directors.
G.
In
the event of the death, and during the absence, incapacity, inability
or refusal to act of the Administrator, the Board of Directors or
President shall designate some other person to exercise, and in the
absence of such designation the President shall exercise, all of the
powers and perform all of the duties of the Administrator.
[CC 1979 §32.070; Ord. No. 2497 §1, 6-16-1998]
A.
Depositories And Checks. The moneys of the corporation shall
be deposited in such manner as the Board of Directors shall direct
in such banks or trust companies as the Board may designate and shall
be drawn out by checks signed in such manner as may be provided by
resolution adopted by the Board.
B.
Bonds. In addition to any bonds required of the Treasurer
and the Administrator, any other officer or employee handling money
of the corporation may be bonded at the corporation's expense in such
amounts as may be determined by the Board of Directors.
C.
Custodian Of Securities. The Board of Directors may from
time to time appoint one (1) or more banks or trust companies to act
for reasonable compensation as custodian of all securities and other
valuables owned by the corporation, and to exercise in respect thereof
such powers as may be conferred by resolution of the Board of Directors.
The Board of Directors may remove any such custodian at any time.
D.
Annual Audit. An annual audit of the books of account and
financial records of the corporation shall be performed by an independent
accounting firm.
E.
Certain Loans Prohibited. The corporation shall not make
any loan to any officer or Director of the corporation.
F.
Indemnification And Liability Of Directors And Officers.
1.
Each person who is or was a Director or officer of the corporation
(including the heirs, executors, administrators and estate of such
person) shall be indemnified by the corporation as of right to the
full extent permitted or authorized by the laws of Missouri, as now
in effect and as hereafter amended, against any liability, judgment,
fine, amount paid in settlement, cost and expense (including attorneys'
fees) asserted or threatened against and incurred by such person in
such person's capacity as or arising out of such person's status as
a Director or officer of the corporation. The indemnification provided
by this bylaw provision shall not be exclusive of any other rights
to which those indemnified may be entitled under any other bylaw or
under any agreement, vote of disinterested Directors or otherwise,
and shall not limit in any way any right which the corporation may
have to make different or further indemnifications with respect to
the same or different persons or classes of persons.
2.
No person shall be liable to the corporation for any loss, damage,
liability or expense suffered by it on account of any action taken
or omitted to be taken by such person as a Director or officer of
the corporation if such person:
a.
Exercised the same degree of care and skill as a prudent man would
have exercised under the circumstances in the conduct of his/her own
affairs, or
b.
Took or omitted to take such action in reliance upon advice of counsel
for the corporation, or upon statements made or information furnished
by Directors, officers, employees or agents of the corporation which
such person had no reasonable grounds to disbelieve.
G.
Absence Of Personal Liability. The Directors of the corporation
are not individually or personally liable for the debts, liabilities
or obligations of the corporation.
[CC 1979 §32.080; Ord. No. 2497 §1, 6-16-1998]
The Board of Directors shall have the power to fix, and from
time to time, change the fiscal year of the corporation. In the absence
of action by the Board of Directors, however, the fiscal year of the
corporation shall end each year on the date which the corporation
treated as the close of its first (1st) fiscal year, until such time,
if any, as the fiscal year shall be changed by the Board of Directors.
[CC 1979 §32.090; Ord. No. 2497 §1, 6-16-1998]
The Board of Directors of the corporation shall have the power
to make, alter, amend and repeal the bylaws of the corporation and
to adopt new bylaws, which power may be exercised by a vote of a majority
of the members of the full Board of Directors. The corporation shall
keep at its principal office a copy of the bylaws, as amended, which
shall be open to inspection by any Board member at all reasonable
times during office hours.
