Article I: Offices
The corporation may have offices at such places as the Board of Directors (“Board”) may from time to time determine or the business of the corporation may require.
Article II: Directors
1.The business and affairs of the corporation shall be managed by the Board. Each member of the initial Board of Directors listed in the Articles of Incorporation shall serve as a Director until August 31, 2005, Thereafter, the number of Directors to constitute the Board shall be 25, unless and until changed by amendment to this Bylaw, provided, however, that there shall always be at least twelve Directors. Thereafter, successor Directors shall be elected at the last meeting of the academic year. The Directors shall serve for a term of 2 years or until their successors shall have been elected and qualified. Directors may be removed, with or without cause, by the vote of at least two-thirds of all the Directors present at a meeting of the Directors (where a quorum of Directors exists) called expressly for that purpose.
Any vacancy created by such removal shall be filled for the unexpired term in respect of such vacancy by majority vote of the Directors present at such special meeting or, in the absence of such action at such special meeting, by resolution of the Board. Notwithstanding anything in the Bylaws to the contrary, the vote of a majority of the Directors then holding office and qualified to vote shall be required to remove a Director from office.
2. The Directors may keep the books of the corporation at the principal business office of the corporation in this state or at such other place as they may from time to time determine and as may be permitted by law.
3. If the office of a Director becomes vacant for any reason, other than by removal of the Director in the manner described in paragraph 1 hereof, the remaining Directors shall choose a successors or successors, which successor(s) shall hold office for the unexpired term in respect of which such vacancy occurred or until the next election of Directors.
Article III: Compensation of Directors
Directors shall not receive a salary for their services. By resolution of the Board, a stipend for expenses to attend Summer Welcome shall be provided.
Article IV: Meeting of the Board
1.The annual meeting of the Board shall be held on the last meeting of the academic year in Columbia, Missouri. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.
2.Special meetings of the Board may be called by the President, the Secretary, or at least 20 percent of the Directors on not less than five days’ notice to each Director, either personally or by first class mail, telegram, e-mail, telephone or facsimile.
3.A Director’s attendance at or participation in a meeting waives any required notice of the meeting unless the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the law, the Articles or Bylaws, objects to lack of notice and does not vote for or assent to the objected to action. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in any notice or waiver of notice of such meeting.
4.At all meetings of the Board, a majority of all the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, unless the action is one upon which, by express provision of the statutes, the Articles of Incorporation, or these Bylaws, a two-thirds majority vote is required, in which case such express provision shall govern and control. If a quorum shall not be present at any meeting of Directors, the Directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
5.Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
6.Action required or permitted by law to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each Director and included in the minutes filed with the corporate records reflecting the action taken. Such action shall be effective when the last Director signs the consent, unless the consent specifies a different effective date.
Article V: Committees
1.The Board, by a resolution adopted by a majority of the Directors in office, may designate an Executive Committee, which shall consist of at least two Directors of the corporation. The Executive Committee shall have and exercise the authority of the Board between meetings of the Board.
2.The Board, by a resolution adopted by a majority of the Directors in office, may designate one or more other Board committees, each of which shall consist of at least two Directors. Such committees shall, to the extent provided in such resolution, have and exercise the authority of the Board.
3. At all meetings of committees, a majority of the members of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee, unless the action is one upon which, by express provision of the statutes, the Articles of Incorporation, these Bylaws or a resolution of the Board, a 2/3 majority vote is required, in which case such express provision shall govern and control. Provisions in these Bylaws pertaining to meetings of the Board shall also apply to a committee or committees of the Board.
Article VI: Notices
1. Whenever, under the provisions of the statutes, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Director, such notice may be given orally or in writing. Notice may be communicated in person; by any form of wire or wireless communication such as telephone, telegraph or teletype; by e-mail, mail or private carrier; or if the preceding forms of personal notice are impracticable, by a newspaper of general circulation in the area where published; or other form of public broadcast communication such as radio or television.
2. Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, and filed with the minutes or corporate records, shall be deemed equivalent thereto.
Article VII: Officers
1. The officers of the corporation shall consist of a President, Vice President, Treasurer a Secretary and Corresponding Secretary, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board. No compensation will be paid to any officer.
2. The officers of the corporation shall hold their offices for a term of one year, or for such other term not exceeding three years as shall be determined from time to time by the Board. Officers may be reelected to successive terms. An officer may be removed at any time by the Board. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future effective date. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.
Article VIII: President
1. The President shall be the chief executive officer of the corporation and shall preside at all meetings of the Directors at which he or she is present. He or she shall perform such duties as the Board may prescribe and shall see that all orders and resolutions of the Board are carried into effect.
2. The President shall execute bonds, mortgages and other contracts except where permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the corporation.
Article XI: Vice President
The Vice President, shall, in the absence or disability of the President perform the duties and exercise the powers of the President, and shall perform such other duties as the Board may prescribe.
Article XII: Secretary and Corresponding Secretary
1. The Secretary shall keep or cause to be kept a record of all meetings of the Board and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all special meetings of the Board, and shall perform such other duties as may be prescribed by and under supervision of the Board or President. He or she shall be responsible for authenticating the records of the corporation.
2. The Corresponding Secretary, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the Board may prescribe.
Article XIII: Treasurer and Assistant Treasurers
1. The Treasurer, shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board and shall perform such other duties as the Board may prescribe.
2. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the corporation.
3. If required by the Board, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.
4. The Assistant Treasurers, if any, in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board may prescribe.
Article XIV: Contracts and Loans
1. The Board may authorize any officer, agent, or agents, to enter into any contract or sign 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.
2. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Article XV: Checks and Deposits
1. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the President or the Secretary, or by such other 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.
2. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the President or the Board may select.
Article XVI: Fiscal Year
The fiscal year of the corporation shall be a calendar year.
Article XVII: Seal
The corporation shall not have a seal.
Article XVIII: Records
1. The corporation shall keep as permanent records minutes of all meetings of its Board, a record of all actions taken by the Directors without a meeting, and a record of all actions taken by committees of the Board.
2. The corporation shall maintain appropriate accounting records. A copy of the following records shall be kept at the corporation’s principal office: the Articles of Incorporation and all amendments to them currently in effect, these Bylaws and all amendments to them currently in effect, a list of the names and business or home addresses of the current Directors and officers, the most recent annual report delivered to the Secretary of State, and appropriate financial statements of all income and expenses.
Article XIX: Purpose
The purposes of the corporation are set forth in the Articles of Incorporation of the Corporation, as amended.
Article XX: Alteration, Amendment or Repeal of Bylaws
The Board shall have the power to make, amend, and repeal additional and supplementary bylaws, and amend and repeal these bylaws, at any regular or special meeting thereof, and notice of any such proposed additional or supplementary bylaws, or the proposed repeal or amendment of any bylaws need not be included in the call of said meeting. Any amendment or repeal of these bylaws so made by the Board may, unless otherwise expressly provided in the Articles of Incorporation, be amended, repealed or the former bylaw(s) reinstated. These bylaws may be altered, amended or repealed at any regular or special meeting of the Directors by the affirmative vote of a majority of all the Directors in office.
The bylaws will be reviewed and approved annually.