AMENDED BY-LAWS OF BESS SPIVA TIMMONS FOUNDATION, INC.
AS OF OCTOBER 11, 2008
The principal office of the corporation in the State of Missouri shall be located in the City of Joplin.
The objects and purposes for which the Foundation is formed are set forth in the Certificate of Incorporation.
- The corporation shall have such classes of members, with such rights and privileges and in such numbers, as may be determined by the Board of Directors of the corporation, by resolution, from time to time; provided however, that the number of voting members shall not be less than five.
- Each member having voting rights as determined by the Board of Directors by resolution, shall have one (1) vote on any measure.
- Any member may resign by filing a written resignation with the Secretary.
- The members, by affirmative vote of two-thirds (2/3) of the members having voting rights, may suspend or expel a member for cause after an appropriate hearing at a meeting called for such purpose.
- No member shall be required to pay any fees or dues whatsoever.
- If at any time there shall be less than five (5) voting members, the remaining member or members shall elect a member or members sufficient to bring the total to five.
- All measures, except those regulated by statute or specifically provided herein, shall be determined by a majority vote of the members having voting rights.
- Eligibility for Membership. Those persons eligible for membership in the corporation shall be limited to: (1) all lineal descendants of Bess Spiva Timmons who have attained the age of twenty one, and (2) other persons purposed to membership by the Board Directors and elected by a majority vote of the membership. Upon attaining age 21, a lineal descendant of Bess Spiva Timmons shall acknowledge their acceptance of membership in writing to the Board of Directors. Upon election by the membership, any other person shall acknowledge their acceptance of membership in writing to the Board of Directors.
- There shall be two classes of membership:
- Active (voting members).
- Inactive (non-voting members).
A member shall remain an active member until: (1) the member is expelled or suspended pursuant to Paragraph 4 of Article III, or (2) is physically absent from three consecutive annual meetings, at which time their status shall change from active to inactive. An inactive member shall be returned to active status following petition to and approval by the Board of Directors.
Meetings of Members
- An annual meeting of the Members and the Directors shall be held on the Columbus Day weekend in October or such other date in October of each year as determined by the President.
- All meetings of members shall be held either at the registered office of the corporation in the State of Missouri, or at such other place within or without the State as the Board of Directors, upon majority vote, shall find convenient.
- Upon the request in writing of the President of the Board of Directors, or ten percent (10%) of the then members entitled to vote, it shall be the duty of the Secretary to call a special meeting of the members then entitled to vote, scheduled within thirty days of the receipt of such written notice.
- Notice of the time, place and purpose of the annual and special meetings shall be given by mailing a written or printed notice of the same via first class or registered mail, not fewer than ten (10) days or more than sixty (60) days prior to the meeting, with postage prepaid, to each member, addressed to his last-known post office address. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail. However such notice may be waived in writing signed by the member or members. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meetings, unless specifically required by law or by these By-Laws.
- The active members holding one-half of the votes, but at no time less than three active members, which may be cast at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting, a majority of the active members present may adjourn the meeting without further action.
- At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney, except that no vote by proxy shall be permitted on approval or disapproval or any request for a Grant of, or other application for disbursement of Foundation funds. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Board of Directors
- The affairs of the corporation shall be managed by its Board of Directors.
- The Directors need not be residents of Missouri or members of the corporation.
- The number of Directors shall be not less than four (4) or more than ten (10). Each Director shall hold office until his successor has been elected and has qualified. The person having served as President of the corporation for a particular fiscal year shall be named as one of the Directors of the corporation for the next fiscal year.
- All vacancies in the Board of Directors may be filled by the remaining Directors, at any regular or special meeting, by the vote of the majority of the Directors in a meeting at which a quorum is present. The Director thus elected to fill any vacancy shall hold office until the next annual meeting of the members and until a successor is elected and qualifies.
- A regular annual meeting of the Board shall be held at the registered office of the corporation, or at any other place within or without the State of Missouri as the Board of Directors from time to time by resolution may provide.
- Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person authorized by the Board to give notice of special meetings of the Board may designate any place, either within or without the State, for holding of any special meeting.
- Notice of annual and special meetings of the Board shall be given to each Director by mailing a written or printed notice of the same via first class or registered mail, not fewer than ten (10) or more than sixty (60) days prior to the meeting, with postage prepaid addressed to Director’s last-known post office address. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail.
- A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, but less than a quorum may adjourn the meeting. Unless otherwise required by charter or statute, the act of a majority of the Directors present at any properly convened meeting at which there is a quorum shall be deemed the act of the Board.
- The Board of Directors may appoint standing or temporary committees made up of either Directors or members or both, and invest such committees with such powers as the Directors see fit. The committees shall be required to keep regular minutes of their transactions and shall report the same to the Board at their regular meeting or upon request.
- The Board of Directors shall make all rules governing the conduct and management of the corporation which it deems advisable and which are not in conflict with the purposes of the corporation rendered in a capacity other than Director or members.
- Directors and members shall receive no stated salary for their services as such, but by resolution the Board of Directors may direct a fixed sum and/or reimbursement for expenses be paid to the Directors and members for attendance at meetings of the Board and members. Nothing herein shall be construed to prevent any Director or member from receiving compensation for services to the corporation rendered in a capacity other than Director or member.
- The officers of the corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as may be elected by the Board of Directors. The offices of Secretary and Treasurer may be combined. Each officer shall hold office for one year or until his successor is elected and qualifies.
- Vacancies in an office may be filled by the Directors at any regular or special meeting.
- Any officer may be elected or removed without cause by the affirmative vote of a majority of the Board of Directors.
- The President shall preside at all meetings of the members and of the Board, shall be a chief executive Officer of the corporation, and shall have general supervision and management of the affairs of the corporation subject, however, to the control, when exercised, of the Board of Directors. He shall make reports to the Directors and members and perform all such other duties as are incident to this office or are properly required of him by the Board of Directors.
- The Vice-President shall perform all such duties as may be properly required of him by the Board of Directors or the President, and in the absence or inability of the President, shall exercise and perform the functions and exercise all the powers of Presidency.
- The Secretary shall keep the minutes of the meetings of the Directors and members, shall have charge of the corporate books, and shall make such reports and perform such other duties as are incident to his office, or are properly required of him by the Board of Directors or the President.
- The Treasurer shall have custody of all monies and securities of the corporation, and shall keep regular books of account. He shall disburse the funds of the corporation and may be ordered by the Board of Directors or the President, and shall render an account of all his transactions as Treasurer, and of the financial condition of the corporation, and shall perform all duties incident to his office or that are properly required of him by the Board of Directors or the President. He shall give a bond for the faithful discharge of his duties, in such sums and with such security as the Board of Directors shall from time to time determine.
- The salaries of the employees and the Officers shall be fixed by the Board of Directors.
Management of Corporate Funds
No funds received by donations, bequest or any other means shall be diverted from the use to which they may be assigned by the donor, testator, or testatrix, unless such use is contrary to or in conflict with the purposes of the corporation.
An amendment to the Foundation By-Laws, in order to be adopted, must be approved in the following manner:
- By the Board of Directors provided that the amendments does not relate to the number of Directors, the composition of the Board, the term of office of Directors, or the method or way in which Directors are elected or selected in which case the amendment need not be approved by the Board of Directors; and
- By the members of the Foundation by two-thirds (2/3) of the votes cast or by a majority of the voting power of the members, whichever is lesser.
In addition to the Foundation giving notice to its members in accordance with these by-laws and with law of the membership meeting in which the amendment is to be approved by the membership, the notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment. If the amendment is to be approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Waiver of Notice
Whenever, under the laws of the State of Missouri or by provision of these By-Laws, a waiver in writing is signed by persons entitled to such notice, whether before or after the time stated therein, it shall be deemed equivalent to the giving of notice.
Every person who is or shall have been a member, Director or officer of the Foundation and his personal representative shall be indemnified by the Foundation against all costs and expenses reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a member, Director or officer of the Foundation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and have been liable by reason of willful misconduct in the performance of his duty as such Director or officer, “costs and expenses” shall include, but without limiting the generality thereof, attorney fees, damages, and reasonable amounts paid in settlement.
- Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if prior to such action a written consent thereof is signed by all members of the Board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or the committee.
- Any action required or permitted to be taken at any meeting of the members of the this corporation having voting rights may be taken without a meeting if, prior to such action, a written consent thereof is signed by members holding at least eighty percent (80%) of the voting power, and such written consent is filed with the minutes of the proceedings of the members of the corporation.
KNOW ALL MEN BY THESE PRESENTS that the undersigned Secretary of the corporation known as the BESS SPIVA TIMMONS FOUNDATION, INC. does certify that the above and foregoing By-Laws of said corporation, on the 6th day of December, 1967; that they incorporate herein all amendments duly adopted to date; and that they now constitute the By-Laws of said corporation as of October 11, 2008.
Leia Matern, Secretary