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2008 Conference
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ByLaws of the
The purposes of the Corporation shall be those non?profit purposes stated in the Articles of Incorporation, as may be amended. A. No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non?profit purposes stated in the Articles of Incorporation. B. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code. C. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (I) by a corporation exempt from federal income tax under the Internal Revenue Code, or (II) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code. D. Upon the dissolution of the corporation, assets shall be distributed for one or more purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Any such assets not so disposed of shall be disposed by the Circuit Court of Cole County, Missouri exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes. The principal office of the Corporation in the State of Missouri shall be located in the City of Jefferson. The Corporation may have such other offices within or without Jefferson City as may be required. The registered office of the Corporation required under the laws of the State of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time in conformity with the laws of the State of Missouri. A. The following shall be eligible for membership in the Association: 1) Federal, state, county, and city engineers and other publicly or privately employed engineering professionals interested in promoting the transportation infrastructure of Missouri; 2) Public officials and administrators of highway and transportation facilities; 3) All other persons engaged in the planning, design, construction, maintenance and operation of transportation facilities or engaged in providing or manufacturing materials and equipment used in connection with any of these activities listed herein. B. By the unanimous vote of the members present at any meeting, any person that has rendered some outstanding service for the benefit of the transportation infrastructure of Missouri may become an Honorary Member of the Association. Honorary Members shall have all rights and privileges enjoyed and exercised by members and shall be subject to no fees or assessments. C. The name of any member may be stricken from the roll by a vote of not less than three-fourths of the members present. D. The annual membership fee shall be determined by the Board of Directors and shall not exceed $10.00. The fee shall be payable in advance on or before the first day of the regular meeting. Any member more than one year in arrears with dues shall forfeit the right to a vote in the Association until all dues are paid.
The President, Executive Secretary, the President-Elect, and two Vice-Presidents, together with three other members appointed by the Executive Secretary and approved by the President, shall constitute the Board of Directors of the Association. The President and Executive Secretary of the Association shall be chairman and Executive Secretary of the board. Four members of the Board of Directors present at any meeting shall constitute a quorum of the board. A. The officers of the Association shall be a President, a President-Elect, two Vice-Presidents, and an Executive Secretary/Treasurer (“Executive Secretary”), to be elected annually at the regular meeting, and to hold office until their successors are duly elected and qualified. B. The Chairman of the nominating committee shall be appointed by the Executive Secretary and approved by the President. The nominating committee shall consist of the chairman and two other members appointed by the Chairman. They shall submit at least one name for each office of the Association. C. All elections shall be by majority vote of the membership in attendance at the annual meeting. D. The duties of the officers of this Association shall be those usually appertaining to their respective offices. E. The President shall have general supervision of the affairs of the Association. The President shall preside at all meetings of the Association and of the Board of Directors, and shall deliver an address at the regular meeting. F. In the absence of the President, the President-Elect shall discharge the duties prescribed for the President. G. The Executive Secretary shall keep a record of all proceedings and under the supervision of the Board of Directors conduct the business of the Association. The Executive Secretary shall cause all members to be notified in writing or by e-mail of each meeting of the Association. The Executive Secretary shall be responsible for the operation of the Association and make all necessary arrangements for its meetings. H. The Executive Secretary shall collect all dues and subscriptions and keep the accounts of the Association. I. The Board of Directors shall be the Executive committee and shall have charge and control of the property of the Association. They shall constitute an auditing and financing committee for the annual examinations of the books records and accounts. The official address of the Association will be the business address of the Executive Secretary. A. The time and place of an annual meeting of the Association shall be determined by the Executive Secretary and approved by a majority vote of the remaining members of the Board of Directors. The annual meeting may be cancelled by three-fourths vote of the Board of Directors. B. Those members present at any meeting shall constitute a quorum for the transaction of business. C. Call meetings shall be by the Executive Secretary when so directed by the Board of Directors. The Executive Secretary shall notify the Board of Directors of the meeting at least one month in advance of the meeting. ARTICLE VII A. Contracts, Etc., How Executed. Except as in these Bylaws otherwise provided or restricted, a majority of the Board of Directors may authorize any officer or officers, agent or agents 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; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount unless in the ordinary course of business. B. Loans. Unless in the ordinary course of business, no loans shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by a majority of the Board of Directors in accordance with the provisions of these Bylaws. To the extent so authorized, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company, or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation, and when authorized as aforesaid, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the Corporation as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, and to that end may endorse, assign and deliver the same. C. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies or other depositories as the Board of Directors may elect or as may be elected by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors. D. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer or such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors in accordance with the provisions of these Bylaws. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories may be made without countersignature, by the Treasurer, or by any other officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand?stamped impression in the name of the Directors. E. General and Special Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board of Directors may elect and may make such rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as they may deem expedient. F. Financial Examinations. The President shall annually appoint a committee of at least two current board members to perform a financial examination of the past year’s annual financial records of the corporation. The Treasurer shall not be a candidate for said committee. The committee shall report back to the Board within 90 days as to their finding. Amendments and revisions to the constitution and by-laws may be proposed by the Board of Directors and presented to the membership for their approval at the regular annual meeting. Approval by the membership shall be by a majority vote of those present. The Board of Directors may elect to adopt a corporate seal, which (if one is adopted) shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal" and "Missouri." The fiscal year of the Corporation shall begin July 1 and end June 30. Each person who is or was a director or officer of the Corporation, including the heirs, executors, administrators, or estate of such person, shall be indemnified by the Corporation to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, costs and expenses, including attorney fees, incurred as a result of any claim arising in connection with such person's conduct in his or her capacity, or in connection with his or her status, as a director or officer of the Corporation. The indemnification provided by this bylaw provision shall not be exclusive of any other rights to which he may be entitled under any other bylaws or agreement, vote of disinterested directors, or otherwise, and shall not limit in any way any right that the Corporation may have to make different or further indemnification with respect to the same or different person or classes of persons.
No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purposes, if the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith, taking into account the fairness of the contract or transaction, authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors present. Adopted September 18 , 2003. Michael Fritz
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