BYLAWS OF DOWNTOWN BELTON MAIN STREET, INC.
A Missouri Nonprofit Corporation
Name and Principal Office
1. Name. The name of this corporation shall be Downtown Belton Main Street, Inc. (hereinafter referred to as the “Corporation”).
2. Principal Office. The principal office of the Corporation shall be located in the City of Belton, Missouri.
Purpose and Intent
1. Purpose. The Corporation is organized for the purpose of providing educational and charitable resources in order to promote and strengthen a diverse central business district and preserve its historic character in Belton, Missouri (hereinafter referred to as “Belton”). The Corporation will use the Main Street Four-Point Approach™ of (i) Organization (encouraging cooperation, recruiting volunteers and building leadership in the business community); (ii) Promotion (creating a positive image for downtown and promoting it as a viable place to live, shop and invest); (iii) Economic Restructuring (developing business retention, expansion and recruitment strategies); and (iv) Design (providing design education and assistance to improve the appearance of downtown). The Corporation shall aspire to achieve and remain in good standing with the National Trust’s Main Street Center.
The Corporation shall act in a charitable manner and will receive, administer and distribute funds in connection with any activities related to the above purposes; provided, however, that the Corporation shall engage only in activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States Internal Revenue Code (hereinafter referred to as the “Code”), and more specifically:
- To promote the historic preservation, protection and use of Belton for its traditional downtown area including the area’s commercial, civic and religious enterprises and residences;
- To take remedial actions to eliminate physical, economic and social deterioration of Belton’s traditional downtown area and thereby promote Belton’s historic preservation, contribute to its community betterment while lessening the burdens of Belton’s government;
- To disseminate information and promote interest in the preservation, history, culture, architecture and public use of Belton’s traditional downtown area;
- To hold meetings, seminars and other activities for the instruction of volunteers and the public in those activities such as building rehabilitation and design, economic restructuring and planning management that foster the preservation of Belton’s traditional downtown area and enhance the understanding and appreciation of its history, culture and architecture;
- To aid, work with and participate in the activities of other organizations, individuals and public and private entities engaged in similar purposes; and
- To solicit, receive and administer funds for educational and charitable purposes and to that end to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise any property, real, personal, tangible or intangible, or any undivided interest therein, without limitation as to amount of value; to sell, convey or otherwise dispose of any such property and to invest, reinvest or deal with the principal or the income thereof in such manner as, in the judgment of the Corporation’s Board, will best promote the purposes of the Corporation without limitation, except such limitation, if any, as may be contained in the instrument under which such property is received, these Bylaws, or any laws applicable thereto.
2. Intent. It is the intent of the Corporation to qualify as a non-profit, tax-exempt entity. At all times, and notwithstanding the merger, consolidation, reorganization, termination, dissolution or winding up of the Corporation, voluntary or involuntary, or by operation of law or any other provision thereof:
a. The Corporation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity, that would prevent it from obtaining an exemption from Federal income taxation as a corporation described in Section 501(c)(3) of the Code or cause it to lose such exempt status.
b. The Corporation shall not be operated for the purpose of carrying on a trade or business for profit.
c. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
d. If for any period the Corporation is a private foundation, as defined by Section 509 of the Code, that during such period, the Corporation shall be subject to the following restrictions and prohibitions:
(i) The Corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code;
(ii) The Corporation will not retain any access business holdings, as defined in Section 4943(c) of the Code;
(iii) The Corporation will not make any investments in a manner as to subject it to tax under Section 4944 of the Code;
(iv) The Corporation will not engage in any act of self-dealing, as defined in Section 4941(s) of the Code; and
(v) The Corporation will not make any taxable expenditure, as defined in Section 4945(d) of the Code.
e. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its trustees, officers, directors or other private persons except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purpose.
f. The Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
Board of Directors
1. Number and Qualifications. The number of Directors to constitute the Board of Directors (“Board”) eligible to vote on all matters presented to the Board shall be nine (9). All Directors must be a natural person of at least eighteen (18) years of age.
2. Term of Office. The term of office for each Director shall be three (3) years or upon the Director’s death, incapacity, disqualification, resignation or removal. The term of office shall begin at the close of the meeting at which the Director is elected.
3. Board’s Duties and Powers. The Board is responsible for the overall direction and policy of the Corporation and shall have full power and authority over its affairs.
4. Ex-Officio Board Members. In addition to the nine (9) voting Directors, the Board shall have:
- Three non-voting Ex-Officio Board Members from the following: (i) Belton City Council; (ii) Belton Chamber of Commerce; and (iii) the Belton Director of Community Planning and Development.
- Upon the expiration of a term of a Director, the Director may serve as a non-voting Ex-Officio Board Member for a term of one year.
- Ex-Officio Board Members shall be a member of a standing committee.
4. Board Election. Election of Directors shall be staggered so that no less than two (2) and no more than three (3) Directors are elected at one time for a term of three (3) years. Nominations shall be made by the Directors. Directors shall be elected by the vote of a majority of Directors and shall hold office for the term elected or until a successor shall be elected and qualified. The Directors shall be elected at the January meeting.
5. Board Vacancy. Any vacancy occurring on the Board (other than a vacancy resulting from the normal expiration of a term of office) may be filled by a nomination of a Director with the affirmative vote of a majority of the Board. A Director elected to the Board to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
6. Board Meetings. The President of the Corporation shall act as Chair of the meetings of the Board. The Board may hold regular, special and emergency meetings.
- Regular Meetings shall be held at the time, date and location stated in the standing rules. In the event of an emergency, the President may cancel a meeting.
- Special meetings of the Board may be called by the President or upon written petition of four (4) or more voting Directors. Special meetings will require notification by mail, e-mail, phone or facsimile at least forty-eight (48) hours before such meeting, and shall also include the date, time, place, and purpose(s) of the meeting.
- Emergency meetings maybe be called by the President, if deemed appropriate, which will require a quorum of two-thirds (2/3) of the voting Directors. Any and all such meetings pertaining to the Corporation or personnel shall be subject to quorum regulations as specified in Article V, Section 7.
- The Board is authorized to meet by telephone conference or through other electronic communications media so long as all the participants can hear each other and can interact simultaneously.
7. Quorum. At all meetings of the Board a majority of the voting Directors shall constitute a quorum for the transaction of business. If a quorum is not present, the Directors present shall adjourn the meeting. The Board may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
8. Board Approval. When a quorum is present at any meeting, the vote of a majority of the Directors present in person shall decide any questions brought before such meetings, unless the Articles of Incorporation or these Bylaws require a different vote, in which case such express provisions shall govern and control the decision. All votes must be cast by a Director in person at the meeting at which the matter is being voted upon. Proxy voting is specifically prohibited by these Bylaws.
9. Resignation. Any Director may resign by submitting written notice of resignation to the President or the Executive Director. Such resignation shall specify the reason and its effective date.
10. Removal. Any Director of the Corporation or member of the Board may be removed for any lawful purpose without cause by a vote of the two thirds (2/3) of the Directors then in office.
11. Compensation. Directors shall not be compensated except for reimbursement of actual costs incurred by the Director on behalf of the Corporation.
1. Composition. The officers of the Corporation shall be President, Vice President, Secretary, and Treasurer, and such other officers as may be appointed to fill positions created by resolution of the Board. The same person may simultaneously hold more than one (1) office, except the President shall only hold the office of President. All officers must be Directors.
2. Election and Terms. Officers shall be elected for a one (1) year term at the Board meeting immediately following the election of the Directors and shall assume their duties at the conclusion of that meeting. Each Officer shall hold office for the term elected, or until his/her earlier death, incapacity, disqualification, resignation or until his/her successor is duly elected and qualified.
3. Resignation. An Officer may resign by submitting a written resignation stating the reason and its effective date to the President or Executive Director of the Corporation.
4. Removal. Any officer of the Corporation may be removed or discharged for any lawful purpose by the Board with or without cause by a vote of the two thirds (2/3) of the Directors then in office.
5. The President. The President shall preside over all meetings of the Board. The President shall supervise and manage the affairs of the Corporation, subject to the authority of the Board. The President may sign, with the Secretary, or any other proper officers authorized by the Board, any documents and instruments which the Board authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall appoint all committees and be ex-officio of all committees. The President shall perform the duties prescribed by the Board, these bylaws and the parliamentary authority.
6. The Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform the duties prescribed by the Board, these bylaws and the parliamentary authority.
7. The Secretary. The Secretary shall: (a) keep the minutes of the Board of Director’s meetings in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and authenticate records of the Corporation; and (d) shall perform the duties prescribed by the Board, these bylaws and the parliamentary authority.
8. The Treasurer. The Treasurer shall: (a) maintain a permanent record of all disbursements for religious, charitable, scientific, literary or educational purposes made by the Board and/or its duly appointed officers or agents on behalf of the Corporation; (b) have charge and custody of and be responsible for all funds and securities of the Corporation; (c) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws; and (d) shall perform the duties prescribed by the Board, these bylaws and the parliamentary authority. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine.
9. Vacancy. A vacancy in any office because of death, resignation, removal, or otherwise, may be filled by the Board for the unexpired portion of the term.
10. Compensation. Officers shall not be compensated except for reimbursement of actual costs incurred by the Officer on behalf of the Corporation.
1. Standing Committees. The Corporation shall have four (4) standing committees: (1) Organization; (2) Promotions; (3) Design; and (4) Economic Restructuring. These committees shall consist of not less than three (3) members and a Committee Chair. The President may appoint other committees necessary to carry out the mission of the organization, which shall report quarterly to the Executive Committee. The Committee Chair of any committee shall be a Director and shall be responsible for directing and coordinating the affairs of their respective Committee. The remaining Committee members shall not be required to be directors. The Committee Chairs shall be allowed to appoint special sub-committees as necessary to carry out the duties of the respective Committee.
2. Duties of Standing Committees.
- Organization committee will develop partners and resources, getting the community working toward consensus.
- Promotion committee will develop makers and customers, marketing the district’s unique characteristics and assets.
- Design committee will develop spaces and places, getting the commercial district in top physical shape.
- Economic restructuring committee will develop businesses and entrepreneurs, diversifying the district’s economic base.
3. Executive Committee. The Board shall have an Executive Committee which shall consist of all of the Officers of the Corporation. It shall serve in an advisory capacity and shall make recommendations to the Board from time to time. The Executive Committee shall have the power to transaction all business of the Corporation between Board meetings and any other business as delegated to it by the Board. The quorum of the Executive Committee is a majority of its members. The Executive Committee is authorized to meet by telephone conference or through other electronic communications media so long as all the participants can hear each other and can interact simultaneously.
4. Special Committees. The Board, by resolution adopted by a majority of Directors, may appoint special committees for the purpose and terms outlined in said resolution.
5. Committee Appointment. The appointment of members to a committee shall be approved by a majority of the voting directors in office when the action is taken.
1. Selection. The Board may hire an administrative Executive Director who shall be responsible for the management of the daily operations of the Corporation with adherence to best practices. The Executive Director of the Corporation shall be an employee of the Corporation and shall be present at all meetings of the Board unless otherwise directed by the Board. The duties and responsibilities of the Executive Director shall be outlined in the Executive Director’s Job Description as established by the Board.
2. Compensation. Compensation for the Executive Director shall be determined by the Board.
1. Execution of Documents. All checks, drafts and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name of and on behalf of the Corporation by any two of the following: President, Vice President, Secretary, Treasurer or Executive Director.
2. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board.
3. Audit. A committee of three (3) Directors shall be appointed at least one month before the election of Directors to audit the books of the Treasurer. The books shall be closed and given to the Audit Committee at the end of the Treasurer’s term. The audit shall be completed within two weeks after receiving the records and given to the new Treasurer immediately upon completion of the audit. The Report of the Auditor shall be adopted at the next regular meeting of the Board.
1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
2. Seal. The Corporation may use a seal of such design as may be adopted by the Board.
3. Powers. All of the powers of the Corporation shall be exercised by the Board or other Committees or Officers as designated or assigned to them in accordance with these Bylaws and the Directors shall have control and management of the operations of the Corporation as designated or assigned to them in accordance with these Bylaws. The powers of the Corporation shall consist of all those powers conferred upon such corporations by the statutes of the State of Missouri and all things permitted under Section 501(c)(3) of the Code and the following powers are given by way of illustration and addition thereto and are not given as in any way being a limitation thereof.
- The power and right to incur indebtedness, to borrow money, to issue notes, bonds, or other obligations for value received by the Corporation, and to secure the same by pledge or mortgage of the property of the Corporation at the direction of the Board.
- The power to take, receive, purchase, lease or otherwise acquire, own, hold, improve, use, or otherwise deal with, alienate, mortgage, lend, pledge, convey, or otherwise dispose of real and personal property, or any legal equitable interest in property upon the direction of the Board.
- The power to receive, accept, and retain, devises, legacies, gifts, and endowments, to accept any trust the purpose whereof is within the objects of the Corporation, and may receive and take by deed, bequest, or devise in its corporate capacity, any property, real or personal, for the use and purposes of such trust, and to execute the trust so created.
- The power to invest and re-invest its money, and to sell, let and lease its property for the purpose of the proper exercise of its power herein granted.
- The power and right to cooperated with any person, agency, group, association, commission, board, governmental unit, and corporation in furtherance of its objects and purposes.
- The power to do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the Corporation.
4. Indemnification of Directors and Officers. (a) The Corporation shall indemnify every Officer and Director of the Corporation, against any and all expenses, including counsel fees, reasonable incurred by or imposed upon any officer or director in connection with any action, suit, or other proceeding (including the settlement of any such suit or proceeding if approved by the then Board of the Corporation) to which he or she may be made a party by reason of being or having been an Officer or Director of the Corporation, whether or not such person is an Officer or Director at the time such expenses are incurred. The Officers and Directors of the Corporation shall not be liable to the Corporation for any mistake of judgment, but shall be responsible for their own misconduct or bad faith. The Officers and Directors of the Corporation shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Corporation, and the Corporation shall indemnify and forever hold each such Officer and Director free and harmless against any and all liability to others on account of any such contract or commitment. Any right of indemnification provided for herein shall not be exclusive of any other rights to which any Officer of Director of the Corporation, or former Officer of Director of the Corporation, may be entitled.
5. Conflicts of Interest. (a) The Directors shall exercise their powers and duties in good faith and with a view of the interests of the Corporation. No contract or other transition between the Corporation and one (1) or more of its Directors, or between the Corporation and any corporation, firm or company in which one (1) or more of the Directors of the Corporation are Directors or Officers or are financially or otherwise interested, is either void or voidable because such Director of Directors are present at the meeting of the Board or any committee thereof which authorized or approves the contract or transaction, or because his or her or their votes were counted for such purpose, if the conditions specified in all of the following subparagraphs exist:
- The fact of the common interest is disclosed or known to the Board or a majority thereof or noted in the minutes, and the Board authorizes, approves, or ratifies such contract or transaction in good faith by a vote sufficient for the purpose;
- Common or interested directors may be counted in determining the presence of a quorum any meeting of the Board or committee thereof which authorizes, approves, or ratifies any contract or transaction, but may not vote thereafter to authorize any contract or transaction if he or she has a direct or indirect interested in the contract or transaction;
- The transaction was not unfair to the corporation at the time it was entered into; and
- Such further policies as adopted by the Directors.
(b) A conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the Board or on the committee, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director.
(c) The Board shall adopt a conflict of interest policy.
6. Indemnification of Employees. Any individual who is a party to a proceeding because he or she is or was an employee of the Corporation shall be indemnified
to the fullest extent permitted by law under the Missouri statutes governing nonprofit
7. Dissolution. Upon dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation, distribute all assets of the Corporation exclusively to such organization or organizations organized and operated exclusively for the charitable or educational purposes as shall at any time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board shall determine, pursuant to a plan of distribution as provided in R.S.Mo. §§ 335.001 et seq., the Missouri Nonprofit Corporation Action.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.
The Board shall have the power to amend, revise or repeal the Bylaws by a two-thirds (2/3) vote of the Directors present at any duly called regular meeting of the Board, provided that notice of the proposed amendments, revision or repeal has been provided to each Director at least 30 days in advance. No action shall be taken if it would in any way adversely affect the Corporation’s qualifications under Section 501(c)(3) of the Code.
Amended October 26, 2016
1. Regular meetings of the Board shall be held on the third Wednesday of each month at 6:00 p.m. at Tara’s Cafe & Malt Shop, 401 Main Street, Belton, MO 64012.