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Historic Manheim Park Association Bylaws
Article I. Name and Purpose Section 1.01 NAME. The NAME of this organization shall be the Historic Manheim Park Association, hereafter referred to as THE ASSOCIATION. It is a 501(c)(3), nonprofit organization incorporated under the laws of the State of Missouri. Section 1.02 PURPOSE: The bylaws shall govern the Association and its members and facilitate the fulfillment of the purposes of improving the quality of life of people living, working or visiting Historic Manheim Park and other purposes provided in the Articles of Incorporation. Section 1.03 BOUNDARIES: The geographic boundaries of the Association shall be as follows: 39th Street (Southside) to the north, Paseo Blvd (Westside) to the east, Emanuel Cleaver Blvd (Northside) to the south and Troost Ave (Eastside) to the west. Article II. MEMBERSHIP. SECTION 2.01 ELIGIBILITY FOR MEMBERSHIP. There shall be three (3) classes of membership in the Association‐ Voting, Nonvoting and Honorary. All classes of membership must comply with Article XI‐Non‐discrimination. SECTION 2.02 VOTING MEMBER. Voting shall be limited to a single person per household or business located within the geographic boundaries of the Association. Voting person must be age eighteen (18) or over and must have paid the annual membership dues. SECTION 2.03 NONVOTING MEMBER. Nonvoting members shall be a business or person age eighteen (18) or older who reside outside geographic boundaries of the Association and have paid his/her annual membership dues. Honorary members are nonvoting members. SECTION 2.04 HONORARY MEMBER. Honorary member shall be any individual, corporation , partnership, institution, organization or government body interested in supporting and advancing the mission of the Association. Honorary membership is bestowed to any individual, corporation, partnership, institution, organization or government body upon recommendation by any voting member of the Association and upon approval by a majority vote of the Association officers. 1
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SECTION 2.05 MEMBERSHIP REQUIREMENTS. Any individual, corporation, partnership, institution, organization or government body may become a voting member, nonvoting member, or honorary member after filing a membership application with the treasurer of the Association and paying the required membership dues. Remaining a voting or nonvoting member of the Association requires paying the annual dues and abiding by the precepts of these bylaws. SECTION 2.06 MEMBERSHIP PRIVILEGES. Only voting members who are in good standing may vote on the business that comes before the Association and are allowed to hold office. Nonvoting and honorary members may participate by sharing information, serving on a committee or others ways determined by the Community Leadership Council but may not vote on the affairs of the Association. Honorary and nonvoting members may serve on committees of the Association but may not chair a committee of the Association. SECTION 2.07 MEMBERSHIP DUES. The following fee schedule outlines the dues that must be paid before membership is granted in the Association: o
Senior (age 60+)/Disabled‐ $12
o
Household‐$35
o
Patron (household membership plus donation)‐ $50
o
Nonprofit‐ $75
o
Resident Commercial‐ $75
o
Corporate/Commercial — $150
SECTION 2.08 VOTING. A voting member must be in good standing as determined by the treasurer of the Association prior to the start of each meeting to be eligible to vote on the business transacted at a particular meeting. A member may not vote by proxy. Section 2.09 TERMINATION OF MEMBERSHIP. Membership in the Association is automatically terminated whenever the member is in default of payment of the annual Association Dues. Section 2.10 RESIGNATION. Any member may resign by filing a written resignation with the Secretary of the Association. Such resignation shall not relieve the resigning member of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. SECTION 2.11 QUORUM. The presence of nine (9) voting members including Community Leadership Council members at any monthly meeting shall constitute a quorum.
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APP PROV VED Historic Maanheim Park Asssociation May 11, 2013 M
Section 2.12 MAJORITY. A majority vote shall mean any vote taken at a meeting where quorum is reached and maintained at the time of the vote and where fifty (50) percent plus one (1) additional person cast a vote in favor or against an issue being considered by the Association. ARTICLE III. OFFICERS. SECTION 3.01 OFFICERS. The Association shall have the following officers who together shall be referred to as the Community Leadership Council: 1) President, 2) Vice‐President, 3) Treasurer, 4) Secretary, and 5) Historian SECTION 3.02 COMMUNITY LEADERSHIP COUNCIL. The Community Leadership Council also referred to as the Board of Directors or “Board” shall consist of the president, vice‐ president, treasurer, secretary and historian. SECTION 3.03 ELECTION OF OFFICERS. The following officers ‐ president, vice‐president, secretary, treasurer ‐ shall be elected by a majority vote at a meeting of the Association. The position of historian shall be appointed by the president. SECTION 3.04 TERM OF OFFICE. Officers of the Association shall serve a term of one (1) year with no limitations on future terms. SECTION 3.05 COMMUNITY LEADERSHIP COUNCIL RESPONSIBILITIES. The duties of the Community Leadership Council shall be: 1. to transact necessary business in the interval between meetings of the Association, and such other business as may be referred to it by the Association; 2. to approve the plans and work of the Association committees; 3. to present a regular report at the meetings of the Association; 4. to prepare and submit to the voting members of the Association for their approval at the March meeting an annual budget for the next fiscal year; 5. to approve routine bills within the limits of the budget; 6. to approve the agenda for the regular meetings of the Association; and 7. to strive to provide representation for all members.
SECTION 3.06 COMMUNITY LEADERSHIP COUNCIL MEETINGS. The Community Leadership Council shall meet monthly at a time to be set by the president and a majority of the officers. Special meetings of this committee can be called by the president or by any three (3) members of this committee providing that sufficient advance notice (a minimum of two [2] business days) be provided to members (elected or appointed). 3
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SECTION 3.07 QUORUM. The presence of three (3) or more members at a Community Leadership Council meeting shall constitute a quorum. SECTION 3.08 NOMINATING OFFICERS. Upon a vacancy in the position of president, vice‐ president, secretary or treasurer, a replacement shall be nominated at the earliest possible point following the approval of these bylaws. Nomination must occur at a regular meeting of the Association with the nominated person being present to accept the nomination and also being a resident or business within the geographic area of the Association. Said person must be elected by a majority of voting members no later than the next meeting following the meeting where the nomination and acceptance occurred. The person placing a resident’s name in nomination must be a resident or business representative who represents a resident or business located within the geographic boundaries of the Association. One (1) year following the passage of these bylaws and beyond, the person being nominated and the one placing a resident’s name in nomination must be voting members of the Association. SECTION 3.09 ELECTION OF OFFICERS. Officers shall be elected by a majority of voting members at a regular meeting of the Association where quorum has been reached and maintained at the time of voting. SECTION 3.10 REMOVAL FROM OFFICE. An officer may be removed, for cause, by a two‐thirds
(2/3) majority vote by voting members at a regular meeting of the Association where quorum is reached and maintained at the time of voting. An officer who misses three (3) consecutive monthly meetings of the Association, or misses three (3) consecutive monthly meetings of the Community Leadership Council, or a total of three (3) unexcused absences, will forfeit his or her office and a vacancy will be declared. The guidelines in section SECTION 3.08 and SECTION 3.09 shall be
used to fill the vacant position. SECTION 3.11 DUTIES OF OFFICERS. The duties of officers are as follows: 1. The PRESIDENT shall be the chief executive officer of the Association and shall preside over all meetings, represent the Association on public occasions, and make such committee appointments from the membership as shall be deemed necessary for the achievement of the mission of the Association. The president shall sign all contracts and conveyances, in the same name of the Association, after counsel and consent of the Community Leadership Council.
2. The VICE‐PRESIDENT shall assist the President as the President requests, and represent the Association on appropriate occasions. The Vice‐President shall also, in the absence or disability of the President, perform the duties and exercise the powers of the President of the Association. 3. The TREASURER shall collect, safeguard, disburse and make periodic reports of all funds collected in the name of the Association. He/She shall keep a full and accurate account of the receipts and expenditures of the Association; shall make disbursements in 4
APP PROV VED Historic Maanheim Park Asssociation May 11, 2013 M
accordance with the approved budget or budgeted items as authorized by the Association and as directed by the Community Leadership Council; shall present a written financial statement, in a format as described by the Community Leadership Council, at every regular meeting of the Association and at other times when requested by the Community Leadership Council; and, shall make a full written report at the annual meeting. The Treasurer and one other officer of the Association shall sign all checks and notes in the name of the Association. The Treasurer shall maintain an accurate roster of all members of the Association and share that information with the membership.
4. The SECRETARY shall keep attendance records and record the proceedings of all meetings, maintain adequate records of the Association activities, and conduct such official correspondence as shall be required. The Secretary serves as both secretary of the Association and secretary of the Community Leadership Council. 5. The HISTORIAN shall keep an accurate record of the history of the Association. He/She
shall maintain an archive of newspaper and other written accounts of the neighborhood, the records of the Association, and related materials. The Historian shall serve as liaison between the Association and the Kansas City, Missouri, Landmarks Commission, the Historic Kansas City Foundation, and other similar agencies and institutions concerned with the history of the Historic Manheim Park.
6. The duties of the officers shall not be limited as enumerated above, but the officers may be charged with additional duties as assigned by the president and the Association membership. 7. Unless so authorized by the Community Leadership Council or the Association, no officer shall have any power or authority to bind the Association by any contract or engagement, to pledge its credit, or to render it liable for any purpose or in any amount. Section 3.12 MANAGEMENT. The Association shall be managed by the officers so elected, with powers consistent with the Articles of Incorporation and these bylaws of the Association.
ARTICLE IV. MEETINGS OF MEMBERS. Section 4.01 PLACE OF MEETINGS. Meetings of the members shall be held at a location that is reasonably accessible to members of the Association or at any other place the President or a majority of the members may from time to time select. Section 4.02 REGULAR MEETINGS. Regular meetings of the Association shall be held monthly, at a time and place designated by the President and consistent with SECTION 4.01 above. Section 4.03 ANNUAL MEETING. An annual meeting of the members shall be held in
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the month of May of each year following the passage of these bylaws, if possible. At such meeting, the voting members shall nominate Officers of the Association for the upcoming year with elections occurring no more than one (1) month later, receive reports on the affairs of the Association, and transact any other business which is within the power of the members. If an annual meeting has not been called and held within six (6) months after the time designated for it, any voting member may call the annual meeting. Section 4.04 SPECIAL MEETINGS. Special meetings of the Association may be called by the president or by a majority of the officers of the Association. Section 4.05 NOTICE OF MEETINGS. A written or printed notice of each meeting, stating the place, day, and hour of the meeting, shall be given by the secretary of the Association, or by the person authorized to call the meeting, to each Member of record entitled to vote at the meeting. This notice shall be given at least five (5) days before the date named for the meeting, with the exception of regular monthly meetings for which, once a firm date, time and place have been publicized to all the members, no further notice shall be required. ARTICLE V. FINANCES. Section 5.01 FISCAL YEAR. The fiscal year of the Association shall be July 1st of each calendar year to June 30th of the following calendar year. Section 5.02 EXPENDITURES. Expenditures of funds amounting to over five hundred dollars ($500) in any month must be approved by majority vote of the Community Leadership Council at any properly announced meeting. Expenditures outlined in the Association’s annual budget do not require prior approval and are thus exempt from this requirement. Section 5.03 AUDIT. There shall be an annual audit of the Association accounts.
1. The audit shall be performed by an audit team comprised of not fewer than three (3) voting members of the Association recommended by the president and approved by the Community Leadership Council. 2. The names of the members of the audit committee shall be published in the neighborhood newsletter and on the neighborhood private social network, nextdoor.com. 3. The annual audit shall be completed for the current fiscal year by the May officers’ meeting. 4. A written audit report shall be presented at the May meeting of the Community Leadership Council and the subsequent regular monthly meeting of the Association.
ARTICLE VI. AMENDMENTS. Section 6.01 PROCEDURE. Following initial passage, these bylaws may be amended by a two‐thirds (2/3) majority vote by voting members of the Association at a meeting where
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quorum is reached and maintained at the time of voting, provided five (5) days written or electronic notice of the proposed amendment and of the meeting is given. ARTICLE VII. ACCEPTANCE OF BYLAWS Section 7.01 VOTING. Initial acceptance of these bylaws shall be by a majority vote of members present who live in the geographic boundaries at any regular meeting of the members of the Association, provided written copies of the bylaws and written notice of the meeting is given to all members at least five (5) days prior to the meeting. ARTICLE VIII. NON‐COMPLIANCE WITH BYLAWS. Section 8.01 NON‐COMPLIANCE PENALTIES. Noncompliance with the bylaws of the Association may result in termination of membership for the offender upon a two‐ thirds (2/3) majority vote by the voting membership of the Association. Under no circumstance will noncompliance with any section of these Bylaws constitute the forfeiture of the rights of the Association to exist or the rights of the Association to enforce the bylaws of the Association. ARTICLE IX: EMPLOYEES. Section 9.01 EMPLOYEES. The Association may employ such full‐ or part‐time employees as are needed to carry out the activities of the Association, provided however that any contract for such employment shall require the majority vote of the Community Leadership Council. ARTICLE X: PARLIAMENTARY AUTHORITY Section 10.01 PARLIAMENTARY AUTHORITY. In the conduct of all business of the Association, the parliamentary authority shall be the Robert’s Rules of Order, Newly Revised. (attached) ARTICLE XI: NONDISCRIMINATION Section 11.01 NONDISCRIMINATION. The Association shall not discriminate on the basis of color, creed, national origin, race, religion, age, disability, sex, marital status, sexual orientation, or receipt of public assistance.
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