Old Hyde Park Historic District, Inc. Bylaws
Article I NAME AND PURPOSE
SECTION 1.01 NAME: Old Hyde Park Historic District, Inc., (the Association), a Missouri not-for-profit corporation.
SECTION 1.02 PURPOSE: Old Hyde Park Historic District is a nonpartisan neighborhood corporation established to promote quality of life, combat blight and crime, and maintain the historical and architectural integrity of the neighborhood which it serves. The Association shall represent the neighborhood before official bodies. Old Hyde Park Historic District shall not oppose or support candidates for public office, but may support or oppose ballot issues.
SECTION 1.03 BOUNDARIES: 39th Street for the south, Broadway Blvd for the west, Linwood Blvd for the north on the west side of Main Street and Armour Blvd for the north on the east side of Main Street, and Gillham Road for the east.
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 Nondiscrimination.
SECTION 2.02 VOTING MEMBER: Voting shall be limited to those property owners 18 years of age or older who reside within the geographic boundaries and have paid the annual membership dues.
SECTION 2.03 NON-VOTING MEMBER: Non-voting members shall be a business or person age 18 or older who reside outside the geographic boundaries of the Association and have paid annual membership dues. Honorary members and renters are non-voting 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.
SECTION 2.05 MEMBERSHIP REQUIREMENTS: Any individual, corporation, partnership, institution, organization or government body may become a voting member, non-voting member or honorary member after filing a membership 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 other ways determined by the Board 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: Membership dues shall be set annually and be payable by June 30th, with July 1st beginning the fiscal year. The following fee schedule outlines the dues that must be paid before membership is granted in the Association:
Senior (age 65 and older) -- $15
Individual -- $25
Corporate/Commercial -- $50.
SECTION 2.08 VOTING: To be eligible to vote on election of officers or run for a Board position, membership dues must be paid 30 days prior to the election meeting. Proxy voting shall not be permitted. Members with registered email addresses at the time of payment of annual dues may request ballots from the Secretary for the purpose of electronic voting. Such ballots must be emailed to the President and Secretary no later than noon the day of election in order for ballots to be tallied.
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 Board members shall constitute a quorum.
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 BOARD OF DIRECTORS: The Board of Directors of Old Hyde Park Historic District, Inc., shall work to protect the historic integrity of the properties and topography located within the boundaries of Old Hyde Park Historic District, Inc., and shall manage and control the property and affairs of Old Hyde Park Historic District, Inc.
SECTION 3.02 ELECTION OF OFFICERS: Directors must be members of the Association in good standing, and are elected by a majority of the membership present at the October meeting. The Board shall consist of a minimum of 5 (five); the Executive Officers: President, Vice President, Recording Secretary and Treasurer; and one or more Directors-at-large.
Election of Board members, to be conducted at the October meeting, will proceed as follows. All Board members will be elected to four (4) year terms with the President, Recording Secretary, and up to two (2) Directors being voted on at one election and the Vice President, Treasurer, and up to three (3) Directors being voted upon at a subsequent election. The purpose of this is to preserve continuity. This may be amended at the discretion of the membership.
SECTION 3.03 BOARD MEETINGS: Board members at a Board meeting shall constitute a quorum comprised of 50% of Board members plus one (1). Board members shall meet every other month on a predetermined day with February as the starting month of each calendar year.
SECTION 3.04 DIRECTORS: Each Director shall have one (1) vote on any matter before the Board, but no proxy voting shall be allowed. The Board President may call for votes via email; conference call; verbal; written or show of hands. Directors shall not be compensated for their duties except to be reimbursed for normal debts of the Association as they occur upon presentation of receipts. No single Director may establish contracts of indebtedness without approval of a quorum of Directors.
SECTION 3.05 VACANCIES/REMOVAL FROM OFFICE: Vacancies on the Board may occur by death, resignation, incapacity of health, failure to execute duties, or by relocation beyond Old Hyde Park Historic District boundaries. Such vacancy or vacancies shall be filled by a majority vote of the Board at a meeting in which a quorum is present for the remaining term of that office. An Officer or Director may be removed, for cause, by a quorum vote of the Board. A Director or Officer who misses three (3) scheduled meetings of the Board of Directors, unless excused by the President for good cause, will forfeit his or her office. A vacancy will be declared through a letter issued by the Board. The President may be removed for cause by a quorum vote of the Board. Notification to the membership must be made within (5) days of the quorum vote. Office of President shall not be allowed to remain vacant for more than two (2) months. The Vice President shall serve as acting President until a new President is elected.
SECTION 3.06 NOMINATING COMMITTEE: At the Board meeting in August of each year, The President shall appoint a Nominating Committee of no less than three (3) persons to compile a slate of candidates for election to the Board positions which will become open that year. Candidates who are members of and in good standing with the Association may also be nominated from the floor at the annual meeting. Elections will be held at the meeting in October.
SECTION 3.07 DUTIES OF OFFICERS AND DIRECTORS
1. The President shall be the chief executive officer of the Association and, with consent of the Board, shall be the spokesperson for the Association and shall preside over all meetings. The President may conduct Association and Board meetings in an informal yet reasonable manner. The President does not have a vote except in the case of a tie or lack of a quorum. The President shall be responsible for ensuring notification of Board meetings and annual meetings as they are called.
The immediate past President may serve in an ex officio, non-voting capacity for a term of one year following his or her term of office. The ex officio position does not replace either an Officer or Director of the current Board.
The President may serve as an ex officio member of all committees. However, the President shall not be a member of the Audit or the Nominating committees.
2. The Vice President shall assume the duties of the President if he or she cannot be present at meetings. The Vice President shall be responsible for other duties as assigned by the President.
3. The Recording Secretary shall be responsible for all minutes and records of each Board meeting. The Recording Secretary shall also be responsible for maintaining originals or copies of all records of documents, correspondence, and contracts of the Association to be maintained with the Association’s minutes. The Recording Secretary will not be responsible for correspondence, as that will originate, whenever necessary, with the appropriate officer or committee chair as designated.
4. The Treasurer shall collect, safeguard, disburse, and maintain a financial record of the Association. The Treasurer shall present a financial report at each Board and General Membership meeting. The Treasurer may not pay moneys over $100 to any entity without Board approval. Two signatures will be required on all checks over $100. The following Directors have authority to sign checks: The President, the Treasurer, and the Vice President. The Board shall designate a person or persons to sign checks on grant-funded accounts, and all such checks shall require two (2) signatures.
The Treasurer shall keep a full and accurate account of the receipts and expenditures of the Association; shall make disbursements in accordance with the approved budget or budgeted items authorized by the Association and as directed by the Board of Directors; shall present a written financial statement in a format as described by the Board at every General Membership meeting of the Association, and at other times when requested by the Board of Directors; and shall make a full written report at the annual meeting. The Treasurer shall keep a roster of the membership of the Association and shall oversee the annual member renewal process.
The Treasurer shall keep all regular accounts which will be made available to inspection by any member of the Association in good standing with approval by the President. These accounts shall be examined every two (2) years by an audit committee which shall be made up of three (3) people. The audit committee shall be appointed by the Board and shall include at least one (1) member of the Association who is not a Director or Officer. The Treasurer shall not serve on this committee except in an advisory capacity as requested by the audit committee.
The Treasurer shall also keep all special accounts which will be available to inspection by any member of the Association in good standing with approval by the President.
The Treasurer shall draft a proposed annual budget for the Association and present it to the Board at its June Board meeting for approval.
The Treasurer shall also be responsible for keeping the Association in good standing with the State of Missouri.
5. The Directors-at-large shall be responsible for the duties delegated to them by the Board, and shall help other Board members in the execution of their duties. No Board member may act on behalf of the Association in an official capacity unless specifically authorized by the President.
Article IV COMMITTEES
SECTION 4.01 COMMITTEE COMPOSITION AND ACTION: The President shall appoint various committees to carry out the business of the Association. The President shall appoint Board members to serve as liaisons to community committees and/or organizations that effectuate the ambitions and purpose of the Association as set forth in Article I.
Chairpersons of committees shall be appointed by the President and shall recruit committee participants from residents within the Old Hyde Park Historic District boundaries. A Board member may serve as a chairperson of more than one committee and may be re-appointed. The chairperson of each committee shall present a plan of work to the Board for approval. This plan of work may be approved by the Board, or, at the Board’s discretion, submitted to the voting members of the Association for approval. The chairperson of each committee shall provide a written progress report to the Board semi-annually. A chairperson of a committee may be removed by majority vote of the Board.
SECTION 4.02 STANDING COMMITTEES: Standing Committees may be created by the Board to better deal with general matters and issues of continuing concern and importance to the Association. Standing Committees include but are not limited to: Neighborhood Preservation; Programs & Events; Safety & Security; Neighborhood Marketing; Audit and Nominating.
SECTION 4.03 SPECIAL COMMITTEES: Special Committees will be created by action of the Board to develop or carry out specific policies and decisions of the Board, and to deal with specific matters and issues of concern and importance to the Association. The President shall appoint persons to serve on Special Committees. These committees will be disbanded by action of the Board.
Article V MEETINGS
SECTION 5.01 There shall be no fewer than six (6) meetings annually of the Board of Directors. Meetings shall be set at a time and place as determined by the Board and shall be open to the public. Ten (10) days’ notice shall be given to the general membership prior to each meeting by email, Facebook, website and/or other approved media. Special meetings of the Association may be called by the Board of Directors or by a petition of one-third (1/3) of the voting members, providing that ten (10) days advance notice is given to each voting member 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 quorum is reached and maintained at the time of voting, provided ten (10) 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 ten (10) days prior to the meeting.
Article VIII NONCOMPLIANCE WITH BYLAWS
SECTION 8.01 NONCOMPLIANCE WITH BYLAWS: 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 voting members of the Association. Under no circumstances 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 ZONING AND CODES ENFORCEMENT
SECTION 9.01 The Association shall support compliance with zoning ordinances and city codes and shall represent the Association in all cases before administrative bodies with regard to zoning and codes.
Article X CONFLICT OF INTEREST
SECTION 10.01 Board members shall not have any interests, direct or indirect, in any contract or subcontract, or the proceeds thereof, of funds expended by this Association during their respective terms of office and for one year thereafter.
Article XI NON-DISCRIMINATION
SECTION 11.01 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.
Article XII PARLIAMENTARY AUTHORITY
SECTION 12.01 In the conduct of all business of the Association, the parliamentary authority shall be Robert’s Rules of Order.
Article XIII DISSOLVING THE CORPORATION
SECTION 13.01 Dissolution of Old Hyde Park Historic District, Inc. must be approved by two-thirds of voting members present at a special meeting of the Association called by the President. Notification to the members must be made that the purpose of the meeting is to dissolve the Association. If the membership votes to dissolve the Association, the entirety of its assets will be donated to another not-for-profit organization designated as a 501(c) (3) tax-exempt organization. No Board member or general member will receive any of its assets.
Adopted by majority vote of the General Membership on this 18th day of April 2018.
Scot Stockton, President
Nadja Karpilow, Recording Secretary