By-laws
BY-LAWS
OF
MISSOURI CENTER FOR THE BOOK
ARTICLE I - OFFICES
The principal office of the corporation shall be in the City of Jefferson, State of Missouri. The corporation shall designate a registered office in accordance with Missouri law and shall maintain it continuously. The corporation may have offices at such other places within the State of Missouri as the Board of Directors may from time to time designate.
ARTICLE II - PURPOSE
The purpose of the Board shall be to govern and control the business and affairs of the corporation in accordance with its Articles of Incorporation. In connections therewith, the Board shall operate a not-for-profit corporation with the following goals:
A. The corporation is organized exclusively for literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
B. The corporation is organized exclusively for literary, educational, cultural, and social purposes acting as a catalyst, bringing together authors, publishers, librarians, scholars, teachers, and readers to promote Missouri’s literary heritage and the Missouri community of the book.
C. To stimulate public interest in books, reading and libraries through programs, publications, exhibits and other projects, both locally and statewide.
D. To serve as an affiliate of the National Center for the Book of the Library of Congress, which was established by law in 1977 (P.L. 95-129) to strengthen and celebrate the role of books in the human endeavor.
E. To accept, hold, invest, reinvest and administer any gifts, bequests, devises, benefits of trusts (but not to act as trustee of any trust) and property of any sort, without limitation as to amount or value and to diffuse, disperse or donate the income or principal thereof and to purchase, sell, lease, pledge, hypothecate or deal in any other way with real or personal property exclusively for the accomplishment of the aforesaid literary, educational, civil, cultural, and social purposes.
F. To give, convey or assign any of its property outright, or upon lawful terms regarding the use thereof, to other organizations, provided that:
(1) such organization shall be organized and operated exclusively for literary and educational purposes;
(2) transfers of property to such organizations shall to the extent then permitted under the statutes of the United States Government, be exempt from gift, succession, inheritance, estate or death taxes (by whatever named cause) imposed by the United States government; and
(3) such organizations shall, to the extent then permitted under the statutes of the United States government, be exempt from income taxes imposed by the United States government.
G. To the extent permitted by law, to exercise its rights, powers and privileges, to hold meetings of the board of directors, to have one or more offices and to keep the books of the corporation in any part of the State of Missouri.
H. To do alone or in cooperation with other persons or organizations, any and all lawful acts and things which may be necessary, useful, suitable or proper for the furtherance, accomplishment or attainment of any or all of the purposes or powers of the corporation.
I. Notwithstanding the foregoing, however, the literary and educational purposes of the corporation shall at all times be accomplished in a manner consistent with the provision of the Internal Revenue Code of 1986, specifically Section 501(c)(3) (or the corresponding provision of any future United State Internal Revenue Law), regarding the activities of exempt organizations.
J. The Board shall hire such professional staff and other employees as it may from time to time deem necessary.
To accomplish this purpose by accepting, holding, investing, reinvesting, and administering any gifts, bequests, devises, benefits of trusts, and property of any sort, without limitation as to amount or value, and to diffuse, disperse, or donate the income or principal thereof for the above stated purposes and by purchase, sale, lease, pledge, hypothecation or any other form of dealing with real or personal property exclusively for the accomplishment of the aforesaid purposes. Provided, however, that the charitable purposes shall at all times be accomplished in a manner consistent with the provisions of the Internal Revenue Code of 1986, specifically Section 501(c)(3), regarding the activities of exempt organizations.
ARTICLE III - MEMBERS
Section 1. The members of this Corporation shall be as follows: Individual, Family, Contributing, Supporting, Sustaining, Patron, and Benefactor. The levels of contribution associated with each of these categories of member are determined by the Executive Committee.
Section 2. The voting members shall be the members of the Board of Directors, both appointed and ex-officio, and each shall be entitled to one vote at any official meeting of the Board.
Section 3. The members of the Corporation, as such shall not be liable on its obligations.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Number and Composition. The initial Board of Directors shall consist of twenty-nine (29) members as designated in the Articles of Incorporation and they shall serve until the first annual meeting of the Board or until their successors have been named or elected and qualified. Thereafter, the Board shall consist of that number of directors as from time to time designated by the Board; provided, however, that in no event shall the Board be comprised of less than three (3) directors. Furthermore, the coordinator of the Missouri Center for the Book, an appointee of the Missouri State Library, shall serve as a permanent member of the Board of Directors. The immediate past President of the Board of Directors shall be entitled to a position on the Board as an ex-officio (non-voting) member. Each of the remaining directors of the Board shall be elected by the Board in accordance with the terms of these By-Laws.
Section 2. Terms and Qualifications. The members shall be elected at the March meeting of the Board and shall serve a three-year term. Members may be elected to two subsequent terms, for a total of nine years, but no fewer than three new members should be elected each year. Former members may be considered for election after they have been off the Board for at least one year. In the event that the Board shall at any time increase or decrease the number of directors constituting the Board of Directors, then the term or classification of directors shall be as designated by the Board.
Section 3. Regular Meetings. The Board shall hold triennial meetings without other notice than by the By-Law on the second Tuesday of March, July and November of each year. The March meeting shall be for the purpose of electing new directors and officers and for the transaction of such other business as may come before the meeting. The Executive Board shall have the option to change these dates, with proper notice, if necessary.
Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two (2) directors. The person or persons authorized to call special meeting of the Board may designate either the principal place of business of the corporation or any other place in Cole County, Missouri, as the place for holding any special meeting called by them. Notice of any special meeting shall be given at least ten (10) days previously thereto by written notice delivered personally or mailed to each director at his or her registered address. A brief statement of the business to be transacted and the purpose of any special meeting of the Board shall be specified in the notice of such meeting.
Section 5. Quorum. Except as may otherwise be specifically provided by statute, the Articles of Incorporation, or these By-Laws, at all meetings of the Board, a majority of the full Board shall constitute a quorum for the transaction of business, and the act of the majority of Board of Directors Members present at any meeting at which there is a quorum, shall be the act of the entire Board. If less than a quorum is present at any meeting, the meeting may be adjourned until a quorum is present, and no notice of adjournment shall be required.
Section 6. Removal of Board of Directors Members. Two-thirds (2/3) of the directors shall have the power to remove any elected director from office at any regular meeting or at any special meeting expressly called for that purpose. Furthermore, any director who fails to attend three (3) consecutive regular meetings shall be deemed to have voluntarily resigned as a member of the board.
Section 7. Vacancies. Any vacancy occurring in the Board, and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 8. Resignations. Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. A director’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum.
Section 9. Compensation. Board of Directors Members, as such, shall not receive any stated salaries for their services.
ARTICLE V - OFFICERS
Section 1. Officers. The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer. The Board may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board. Any two (2) or more offices may be held by the same person except the offices of President and Secretary. All officers shall be members of the Board.
Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the March meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. New officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified. Officers may be elected for three consecutive terms; if the Board wishes to elect an officer for a fourth or subsequent term, for compelling reasons, that election must be preceded by a motion to suspend the rule, which must pass by a three-fourths majority of the Board.
Section 3. Removal. Any officer elected or appointed by the Board may be removed by a two-thirds (2/3) vote of the Board whenever in its judgment the best interest of the corporation would be served thereby.
Section 4. Vacancies. A vacancy in any office because of the death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the corporation and shall execute the directions of the Board and the Executive Committee concerning all of the business and affairs of the organization. The President shall preside at all meetings of the Board and of the Executive Committee. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board, any documents or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-Laws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall be a member of the Executive Committee and shall perform such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.
Section 7. Treasurer. The Treasurer shall give a bond for the faithful performance of his or her duties in such sums and with such companies as the Board shall approve and shall be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever; deposit all such money in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board; and in general perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him by the President, the Board of Directors or by the Executive Committee.
Section 8. Secretary. The Secretary shall be responsible for keeping the minutes of the meetings of the Board of Directors and the Executive Committee in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of the By-Laws or as required by law; be responsible for the corporate records and the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the Post Office address of each directors which shall be furnished to the Secretary by such directors; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him or her by the President, Board of Directors or the Executive Committee.
ARTICLE VI - EXECUTIVE COMMITTEE
Section 1. The Executive Committee will be comprised of five (5) members including the permanent coordinator. The immediate past President of the board shall serve as an ex-officio (non-voting) member of the Executive Committee. The President shall serve as Chairman. Three (3) members shall constitute a quorum. The majority vote by those present and voting at any meeting of the Executive Committee shall constitute the action of the Executive Committee.
Section 2. The Executive Committee shall exercise the powers of the Board in the interim between Board meetings except that the Executive Committee shall not have the authority of the Board of Directors in reference to amending, altering or repealing the By-Laws; removing any director or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefore or adopting a plan for the distribution of the assets of the corporation.
Section 3. The Executive Committee shall meet quarterly on the President’s call. Notice of such meeting shall be given at least three (3) days prior to the time the meeting is to commence. Said notice may be either in writing or verbal. Minutes of each Executive Committee meeting shall be taken and a report all of Committee actions will be presented to the Board at the next regular Board meeting.
Section 4. Vacancies. The President shall fill any vacancies on the Executive Committee by appointing a member of the Board until his or her successor is installed for any unexpired term in office at the next regular Board meeting.
ARTICLE VII - OTHER COMMITTEES
Section 1. Other committees not having and exercising the authority of the Board may be appointed in such manner as may be designated by resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be appointed by the President and need not be directors. The President and the director (or his or her designate) shall be ex-officio (non-voting) members of all such committees. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.
Section 2. Term of Office. Each member of the committee shall continue as such for the term designated by the Board or if none is designated until the next regular meeting of the Board and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 3. Chairperson. One (1) member of each committee shall be appointed Chairman by the person or persons authorized to appoint the members thereof.
Section 4. Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or any rules adopted by the Board of Directors.
ARTICLE VIII - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board President shall have the authority to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instrument shall be signed by the Treasurer and countersigned by the President or Vice-President of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.
Section 4. Gifts. The Board may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.
ARTICLE IX - BOOKS, RECORDS AND SEAL
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and Executive Committee at its registered or principal office. All books and records of the corporation may be inspected by any director, or his agent or attorney, for any proper purpose at any reasonable time. The Board shall also keep a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Missouri.”
ARTICLE X - NOTICE AND MEETINGS
Section 1. Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the General Not-For-Profit Corporation Act of Missouri, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the given of such notice.
Section 2. Meeting by Conference Telephone. The directors or the members of any committee designated by the Board may participate in a meeting of the Board or its committees by means of any conference telephone or similar communications equipment whereby all persons participating in a meeting can hear each other, and participation in the meeting in such manner shall constitute presence in person at the meeting.
Section 3. Action in Lieu of Meeting. Any action required to be or that may be taken at a meeting of the Board or any committee designated by the Board may be taken without a meeting if consent in writing setting forth the actions so taken shall be signed by all the persons entitled to vote with respect to the subject matter thereof. Any such consent signed by such person shall have the same effect as a unanimous vote and may be stated as such in any document describing the action taken by the Board of Directors or such committee.
ARTICLE XI - INDEMNIFICAITON
Section 1. To the full extent permitted by law, the corporation shall indemnify and hold harmless any person, and his heirs, executors and administrators, made or threatened to be made a party to any action or proceeding, whether civil or criminal (including an action by or in the right of or otherwise involving any other corporation, partnership or entity of any type or kind, domestic or foreign, which any director or officer of the corporation served in any capacity at the request of the corporation), by reason of the fact that he or she is or was a director or officer of the corporation, or served such other corporation, partnership or entity in any capacity as aforesaid, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense of or as a result of such action or proceeding, or any appeal therein. Nothing contained in this Article shall be deemed to limit or in any way affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under the law.
Section 2. The corporation shall have the right to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation protecting him or her against any liability while serving as such for this corporation or at this corporation’s request for any other corporation, whether or not this corporation has the right to indemnify such person under the provisions of laws.
ARTICLE XII – AMENDMENTS TO BY-LAWS
These By-laws may be altered, amended, or repealed and new by-laws may be adopted by a majority of the directors present at any regular or any special meeting; provided, however, that all directors shall be sent a copy of the relevant sections of the existing By-laws and of any proposed changes at least ten (10) days before the meeting at which the same shall be voted upon. No amendment of the bylaws, however, may occur if such amendment would jeopardize the tax exempt status of the corporation.
ARTICLE XIII – NON-PROFIT OPERATION
The corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets to the corporation will be distributed to its members, directors, or officers without full consideration. No member, officer, or director of the corporation has any vested right, interest, or privilege in or to the assets, property, functions, or activities of the corporation. The corporation may contract in due course with its members, directors, and officers without violating this provision.
ARTICLE XIV – FISCAL YEAR
The fiscal year of the corporation shall be selected by the Board of Directors of the corporation.