KMA FOUNDATION INC.
The principal office of the KMA Foundation in the State of Missouri shall be located in Chesterfield, Missouri. The KMA Foundation may have such other offices either within or without the State of Missouri, as the business of the KMA Foundation may require from time to time.
The registered office of the KMA Foundation required by the Corporation Law 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 by the Board of Directors.
NAME AND OBJECTIVE
Section 1. Name: The name of this organization is KMA Foundation Inc., hereinafter referred to as the Foundation. The Foundation is a non-profit corporation incorporated under the Revised Statutes of the State of Missouri.
Section 2. Objective: The objective of the Foundation is to advance, encourage, assist and support the growth and development of the Foundation including; scholarships, special funded projects at whatever ways are beneficial to the growth of students, and the Foundation projects. The activities of the Foundation will include sponsorship of sustaining programs and special projects related to the Foundation growth with its mission to serve others.
Section 3. Use of Funds: The Board of Directors of the Foundation or their designee shall meet at such times and places as may be necessary. However, the application of the funds will be determined by the Foundation Board of Directors.
Section 1. Eligibility: All persons interested in the advancement and growth of KMA Foundation shall be eligible for membership in the Foundation.
Section 2. Members: Members shall be persons who have made a moderate financial or other material contribution to the Foundation on an annual basis, unless otherwise noted herein, and have submitted an application prior to the annual meeting of the members:
(a) Members shall have made a $50.00 contribution for each Foundation fiscal year or portion thereof. Contributions made within a period of sixty (60) days prior to the commencement of a fiscal year will be considered as payment in full through the following fiscal year period. Members shall receive all services provided to the membership.
(b) Honorary Members shall not be required to make monetary or material contributions since they have distinguished themselves by noteworthy service to the community.
(c) Emeritus Members shall not be required to meet member requirements since they have distinguished themselves by previous substantial contributions. Emeritus status shall be a lifetime designation.
Section. 4. Privileges: All Members shall be eligible to vote. All members are eligible to hold office.
Section 5. Membership Control: Basic control of the Foundation resides with the voting members whose rights and privileges are defined in the Bylaws. The control is manifested through the election of Directors and through the exercise of the right of petition as defined herein. (See Article I, Section 7)
Section 6. Annual Meeting: There shall be an annual meeting of all members held during the third quarter of the calendar year. The date of the annual meeting of the Members shall be set by the Board of Directors and shall be held for business as may come before the meeting.
Section 7. Special Meeting: Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by not less than twenty-five percent of all the members of the Foundation by submitting their petition in writing to the President of the Board of Directors. This petition must list all names associated with the petition and must represent at least 25% of the total membership.
Section 8. Place of the Meeting: The Board of Directors may designate any place, within the St. Louis County Missouri, as the place of meeting for any annual meeting of the members or for any special meeting of the members. If no designation of place is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Foundation in the State of Missouri.
Section 9. Notice of Meetings: Unless otherwise provided herein, written notice of every meeting of the foundation membership, stating the place, day and hour of the meeting, and if a special meeting, the purposes thereof, shall be published on the Foundation’s Website and sent via electronic mail to each voting member at the electronic mail address, if any, shown on the books of the foundation, in both cases not less than fourteen (14) days before such meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as possible.
Section 10. Quorum: A majority of the Board of Directors, as representatives of the general membership, shall constitute a quorum at any meeting of the members. If less than a majority of the directors are represented at said meeting, a majority of directors present may adjourn the meeting, from time to time, without further notice, to a date not longer than ninety (90) days from the date originally set for such meeting.
Section 11. Proxies: At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. A proxy shall be valid for no more than sixty (60) days from the date of its execution. Such proxy shall be dated and filed with the Secretary of the Foundation before or at the time of the meeting.
Section 12. Voting: Each member shall be entitled to one vote upon each matter submitted. In all elections for Directors, every member shall have the right to vote, in person or by proxy, the number of votes held by him/her for as many persons as there are Directors to be elected. Unless otherwise provided by law or otherwise provided herein, all questions shall be decided by a majority of the votes cast at the meeting, and all proceedings at the meeting shall be governed by Roberts Rules of Order.
Section 1. Board of Directors: Determination of policy and overall direction of the affairs of the Foundation shall be the responsibility of the Board of Directors, the members of which shall not be less than ten (10) nor more than thirty (30), excluding Ex Officio members, as may be fixed by the Board of Directors.
(a) Directors will be elected at the annual meeting of the membership for a term of three (3) years.
- The slate of nominees shall be submitted to the Executive Board of the Foundation not less than forty-five (45) nor more than sixty (60) days prior to the annual business meeting.
(c) Elections shall be conducted by direct balloting of the voting members of the Foundation present at the annual meeting. Election of Directors shall be by the plurality approval of the members casting ballots. Elections shall occur yearly as required to fill expiring terms or vacancies.
(d) Terms: The term of all Directors shall be three (3) years. All Directors shall be eligible for re-election, provided that they have met mandatory attendance of one meeting or Foundation-sponsored event per year. A vacancy occurring before the expiration of a term shall be filled for the remainder of the unexpired term.
Section 2. Regular Meetings: A regular meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as the annual meeting of membership. The Board of Directors may provide, by resolution, the time and place, within the St. Louis County of Missouri for the holding of additional regular meetings with notice of such resolution to all Directors. There shall be at least one (1) meeting of the Board each year.
Section 3. Special Meeting: Special Meetings of the Board of Directors may be called by or at the request of the President or by at least 25% of the Board of Directors. The President or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.
Section 4. Notice: Notice of any regular or special meeting shall be given at least five (5) days previously by means as provided in the Bylaws. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted and the purpose of any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of such meeting.
Section 5. Conduct of Meeting: The President shall be responsible for the conduct of all Board of Directors meetings. In his/her absence, the Vice President shall conduct the meetings. The Secretary or other person designated by the presiding officer shall take minutes of the meetings and transmit copies to all Board members prior to the following meeting.
Section 6. Quorum: A majority of voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if fewer of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. Proxies: At all meetings of Directors a Director may vote by proxy executed in writing by the director or by his duly authorized attorney-in-fact. Such proxy shall be dated and filed with the Secretary of the Foundation before or at the time of the meeting. A proxy shall be valid for no more than sixty (60) days from the date of its execution. Each director shall have one vote, either in person or by proxy.
Section 8. Vacancies: Should a vacancy occur in the Board of Directors a majority of the Board members present may appoint a voting member of the Foundation to fill the vacancy until the next annual election. At the next annual meeting, an election to fill the unexpired term shall be held.
Section 9: Duties of Directors:
(a) The Foundation shall collect and manage funds and property received from members and non-members and received by gift, devise and/or bequest. No part of the same shall be used except for the purposes set forth herein, other than for necessary administrative expenses. The Foundation Directors shall use and disburse the money according to the terms hereof, may establish an Endowment Fund, and may transfer sums from the Endowment Fund to a special fund based on the terms of the special fund.
(b) The Directors may receive, accept or reject property, whether real, personal or mixed, by way of gift, devise and/or bequest from any person, firm, trust, or corporation, to be held, administered and disposed of in accordance with and pursuant to the provisions of the Foundation’s Articles of Incorporation and Bylaws; but no gift, devise and/or bequest of any such property shall be received and accepted if it is conditioned or limited in any manner (c) The principal and income of all property received and accepted by the Directors shall be held by them, and the Directors may make payments or distributions from income or principal or both, to or for the use of such purposes as defined herein and in the Foundation’s Articles of Incorporation, in such amounts and for such purposes as the Directors shall from time to time select and determine in the manner as herein provided; and the Directors may make payments or distributions from income or principal or both directly for such purposes and in such amounts as the Directors shall from time to time select and determine, as herein provided, without making use of any other charitable organization. The Directors may also make payments or distributions of all or any part of the income or principal to states, territories or possessions of the United States, any political subdivisions of any of the forgoing, or to the United States or the District of Columbia but only for the charitable purposes within the meaning of that term as defined herein. Income or principal derived from contributions by corporations shall be distributed by the Directors for use solely within the United States or its possessions. No part of the net earnings shall inure or be payable to or for the benefit of any member or individual, and no part of the activities of this Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. No part of the activities of this Foundation shall be the participation in or intervention in (including the publishing or distribution of statements) to any political campaign on behalf of any candidate for public office.
(d) In extension and not in limitation of the common law and statutory powers of Directors, the Directors shall have the following discretionary powers:
(1) To invest and reinvest the principal and income of the Foundation in such property, real, personal or mixed, and in such manner as they shall deem proper, and from time to time to change investments as they shall deem advisable; to invest in or retain any stock, shares, bonds, notes, obligations or personal or real property (including without limitation in interests in or obligations of any corporation, association, business trust, investment trust, common fund, or investment company) although some or all of the Foundation funds are invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly, to any Director or to anyone else, Foundation or otherwise, who has any time made a contribution to this Foundation, nor to anyone
(2) To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contract for such consideration and such terms as to credit or otherwise, and to make such contracts and enter into such undertakings relating to the trust property as they consider advisable, whether or not such leases or contracts may extend beyond the duration of the Foundation.
(3) To borrow money for such periods, at such rates of interest, and upon such terms as the Directors consider advisable, and as security for such loans to mortgage or pledge any real or personal property with or without power of sale; to acquire or hold any real or personal property, subject to any mortgage or pledge on or of property acquired or held by the Foundation.
(4) To execute and deliver deeds, assignments, transfer, mortgages, pledges, leases, covenants, contracts, promissory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which they engage.
(5) To vote, to give proxies, to participate in the reorganization, merger, or consolidation of any concern, or in the sale, lease, disposition or distribution of its assets, to join with other security holders in acting through a committee, depository, voting trustees, or otherwise, and in this connection to delegate authority to such committee depository, or trustees and to deposit securities with them or transfer securities to them; to pay assessments levied on securities or to exercise subscription rights in respect of securities.
(6) To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as they deem appropriate.
(e) To approve/deny all applications for membership.
Section 1. Officers. The officers of the Foundation shall be the President, Vice-President, Secretary, and Treasurer.
Section 2. Terms of Officers. The term of office of the President, Vice President, Secretary and Treasurer shall be one (1) year. All officers shall be eligible for re-election, provided that they have met mandatory attendance requirements. The Board of Directors may appoint such other officers as it may from time to time determine and may define their duties and powers.
Section 3. Election of Officers. The President, Vice President, Secretary, and Treasurer shall be elected from the membership as provided by the Bylaws. An employee may be appointed to serve as assistant to the Secretary and/or assistant to the Treasurer by the President with the advice and consent of the Board of Directors. An Executive Director shall be elected annually by the Executive Board from without the Board.
Section 4. Secretary. The Secretary shall be custodian of the records, papers and seal of the Foundation which shall be kept in the office of the Foundation. He/she shall ensure the accuracy of the minutes of the meetings of the Foundation and that all required notices of meetings are sent. He/she shall attest the due action of the Foundation or its officers with the seal of the Foundation. He/she shall perform such other duties as may from time to time be provided by the Board of Directors.
Section 5. Assistant to the Secretary. The designated assistant, if applicable, to the Secretary shall act for the Secretary in the latter's absence or incapacity and shall perform such other duties as may be designated by the Secretary.
Section 6. Treasurer. The Treasurer, subject to the provisions of the Bylaws, shall be the custodian of the books, funds, monies, securities, and property of the Foundation and shall receive and disburse the same. He/she shall oversee the accounting for and the financial transactions of the Foundation’s income and disbursements and its assets and liabilities. He/she shall make such financial reports to the Directors as they may from time to time require. He/she shall perform such other duties as may from time to time be imposed by the Board of Directors. The Treasurer may be required to give bond in such amount and on such conditions as the Directors may determine at the cost of the Foundation. Any disbursement of funds will require the signatures of at least two officers of the Foundation or two other board members, excluding any Audit Committee members, as appointed by the President with the advice and consent of the Executive Board.
Section 7. Assistant to the Treasurer. The designated assistant, if applicable, to the Treasurer shall act for the Treasurer in the latter's absence or incapacity and shall perform such other duties as may be designated by the Treasurer.
Section 8. Vice-President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting, shall have all powers and be subject to all restrictions upon the President.
Section 9. President. The President shall be the principal executive officer of the Foundation and shall in general supervise and control all the business and affairs of the Foundation. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Secretary or Treasurer or any other proper officer thereunto authorized by the Board of Directors, certificates, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, and in general 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. He/she may appoint standing or ad hoc committees from time to time as needed.
Section 10. Executive Director. The Board of Directors, as may be needed from time to time, may appoint/hire an Executive Director. The Executive Director shall serve at the discretion of, and be subject to the control of the Board of Directors. If so appointed, the management of the day to day affairs of the Foundation shall be vested in an Executive Director who shall be elected by the Board. This officer shall be responsible to the Executive Board to carry out all its actions and all the operations of the Foundation not specifically assigned to other officers, be in charge of the work of all persons employed by the Foundation, and submit recommendations to the Executive Board, its committees and members for programs and activities of the Foundation.
Section 11. Election and Term of Office: The officers of the Foundation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of members. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and qualified, or until his death, or until he shall resign or shall have been removed in the manner provided.
Section 12. Removal from Office. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Foundation would be served thereby.
Section 13. Vacancies. A vacancy in an office because of death, resignation, or removal, may be filled by the Board of Directors for the unexpired portion of the term.
Section 1. Executive Board. This Foundation shall have an Executive Board. The Executive Board shall have and exercise all of the powers of the Board of Directors of this Foundation between meetings of said board. Written reports of the actions of the Executive Board shall be submitted to the Board of Directors at its next meeting following the actions of the Executive Board.
The Executive Board shall consist of the President of the Foundation who shall preside at all meetings thereof and all other officers.
Section 2. Vacancies. A member of the Executive Board may be removed at any time for cause by a majority vote of all directors. If any vacancy on the Executive Board exists by reason of death, resignation, or removal, the Board of Directors may elect a successor to serve until the next annual meeting of the Board of Directors.
Section 3. Meetings. Meetings of the Executive Board shall be called by the President of the Foundation or by two of the members of the Executive Board. Notice of any such meeting shall be given at least two (2) days prior to such meeting, setting forth the purpose, place, and time of such meeting. Notice of such meeting may be waived in writing by any member of the Executive Board before or after the meeting. In addition, the presence of any member at any such meeting shall be held to be a waiver of the required notice unless the member makes timely objection.
Section 4. Quorum. A majority of all the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board.
Section 5. Manner of Acting. Each member shall be entitled to one vote on any question properly before any meeting of the Executive Board. At all meetings of the Executive Board all questions shall be decided by the vote of a majority of the members entitled to vote thereon who shall be present at the meeting.
Section 6. Informal Action by Members. Any action which might be taken at a meeting of the Executive Board may be taken without a meeting if a written consent, by us mail or electronic mail, to such action is signed by all members of the Executive Board.
ARTICLE VII FISCAL YEAR
The fiscal year of the Foundation shall begin the first day of January in each year and end on the last day in December in each year.
ARTICLE VIII SEAL
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Foundation.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these Bylaws, or under the provisions of the Articles of Incorporation, or under the provisions of the Revised Statutes of Missouri, waiver of such 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 giving of such notice.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
AGAINST LIABILITIES AND EXPENSES
Section 1. Indemnification. Each Director or officer, or former Director or officer of this Foundation, and his/her legal representatives, shall be indemnified by this Foundation against liabilities, expense, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being or having been, such Director or officer; provided that the Foundation shall not indemnify such Director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such Director or officer.
Section 2. Compromise Settlements. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such Director or officer involved (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Foundation shall have first approved such proposed compromise, settlement and determined that the Director or officer involved was not guilty of negligence or misconduct; but in taking such action any Director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter, it shall be determined by a committee of three (3) persons appointed by the membership at a duly called special meeting or a regular meeting. In determining whether or not a Director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors or committee appointed by the membership, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such Board or committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a court of competent jurisdiction.
Section 3. Non-exclusive Indemnification. The right to indemnification herein provided shall not be exclusive of any rights to which such Director or officer may be lawfully entitled.
Whenever any notice, waiver of notice, proxy or information is required or allowed by these Bylaws to be given to any person or group of persons in writing, by facsimile of writing, or by any means whatsoever, it shall be sufficient that such notice, waiver of notice, proxy, or information shall have been made or given by electronic mail sent to the most reliable electronic address of the person or group of persons entitled to receive the same. Electronic communication transmitted to the address provided by the addressee to Foundation personnel shall be presumed to have been received in due course unless shown by the addressee not to have been received.
These Bylaws may be revoked or amended in any manner at any annual or special meeting of the members where a majority of the members of the Board of Directors are present in person or by proxy. Notice of the meeting shall include notice that proposed changes to these Bylaws will be voted upon at the meeting and that the proposed changes are available at the Foundation office. No amendment shall be effective unless approved by a vote of four-sevenths (4/7) of the votes cast at such meeting.
The interpretation of these By-laws shall rest with the Board of Directors. Any such interpretations may be superseded only by a vote of two-thirds (2/3) of the votes cast at the annual meeting of the Foundation.
The names and addresses of the incorporators are:
Shawn Archambault 113 West North Street, Eureka, Missouri 63025
Tom Elliott 455 Ivywood Drive Ballwin, Missouri 63011
Charles (Rick) Dopuch 1560 Woodlake Drive Chesterfield, Missouri 63017
At the time of the KMA incorporation the Board of Directors shall be Ten (10) in number. The undersigned acknowledge and unanimously approve these by-laws for the KMA Foundation. The Board of Directors names and addresses are as follows:
Shawn Archambault Date Charles (Rick) Dopuch Date
113 West North Street 1560 Woodlake Drive
Eureka, Missouri 63025 Chesterfield, Missouri 63017
Tom Elliott Date Walter Fitzhugh Date
455 Ivywood Drive 366 River Ridge
Ballwin, Missouri 63011 Union, Missouri 63084
JoLinda Smith Date LeiLanai Archambault Date
1254 Story Drive 609 Top Notch Ln, Suite 201
Knoxville, Iowa 50138 Eureka, Missouri 63025
Tony Kreutz Date Mark Gentry Date
510 Pleasant View Dr. 507 Willow Glen Court
Union, Missouri 63084 Grover, Missouri 63040
John DeMoulin Date Matt Sebelski Date
708 Vista Glen Ct. 1895 Manor Way Lane
Eureka, Missouri 63025 Fenton, Missouri 63026