Tower Grove East Neighborhood Association Bylaws

Dated April 26, 2016

ARTICLE I
NAME

The Name of the corporation shall be TGE Neighborhood Charities, Inc.; and it is sometimes referred to in these bylaws as the Corporation.

ARTICLE II
PURPOSE

1.  The purposes for which the corporation is formed are set forth in its certificate of incorporation, and are from time to time amended. The corporation is organized exclusively for charitable purposes to be carried out within, or benefiting the residents of, the Tower Grove East Neighborhood, which is bounded by Grand Boulevard on the West, Shenandoah on the North, Nebraska on the East, and Gravois on the South, including property located on both sides of said streets; all being within the City of St. Louis, Missouri. Specifically, such charitable purposes shall include relief of the poor, the distressed, or the underprivileged; lessening the burdens of government; lessening of neighborhood tensions; elimination of prejudice and discrimination; and combating community deterioration and juvenile delinquency. Included also among such purposes is the making of distributions to organizations that qualify as exempt organizations under section 501C (3) of the Internal Revenue Code or corresponding section of any future federal tax code.

2.  No part of the assets, income or profits of the corporation is distributable to, or is inured to the benefit of its members, directors, officers, or other private persons, except to the extent permitted under the Not-For-Profit Corporation Law of the State of Missouri. 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. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to carried on (a) by a corporation exempt from federal income tax under section 501 C (3) of the Internal Revenue Code or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 C (2) of the Internal Revenue Code or corresponding section of any future federal tax code.

3.  Upon the dissolution of the corporation, the assets shall be distributed for one or more exempt purposes within the meaning of section 501 C (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principle office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

4.  The purposes of the corporation are promoted through a program directed toward exempt organizations, the residents, landlords, and business persons in the community, and are developed through conferences, committees, projects and programs, and are governed and qualified by the basic policies set forth in Article III.

ARTICLE III
BASIC POLICIES

1.  The corporation shall be noncommercial, nonsectarian, and nonpartisan.

2.  The name of the Corporation or the name of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest for any purpose not appropriately related to the promotion of the objects of the Corporation.

3.  The Corporation may cooperate with other exempt organizations and agencies concerned with community development and neighborhood groups but persons representing the Corporation in such matters shall make no commitments that bind the Corporation unless authorized by a resolution of the Board of Directors.

ARTICLE IV
MEMBERSHIP DUES

1.  Any individual who subscribes to the purposes and basic policies of the Corporation may become a member of the Corporation subject only to the compliance with the provisions of the bylaws. Membership in the Corporation shall be available without regard to race, color, creed, national origin, ethnicity, religion, sex, sexual orientation, gender expression, age, physical or mental ability, or socio-economic status.

2.  Only members in good standing of the Corporation who are residents or own property in the area bounded by Grand Blvd. on the West, Shenandoah on the North, Nebraska on the East, and Gravois on the South, including property located on both sides of said streets; all being within the City of St. Louis, Missouri, shall be eligible to vote in its meetings, or serve in any of its elective or appointive positions.

3.  The secretary of the Corporation, or a person designated by the Board of Directors, shall assure maintenance of a membership list. Persons on this list shall be considered members in good standing.

4.  Each member of the Corporation shall pay  dues annually or every two years, with dues levels and related policies to be determined by the Board of Directors.

5.  New members shall be non-voting for a period of 60 days following the date of admission to the Corporation.

6.  Expulsion of members for misconduct:  The President of the Corporation shall, upon agreement of 2/3 of the Directors of the Corporation, bring a motion before the general membership at a regularly scheduled meeting attended by at least 30 voting members to expel any member who acts in a way as to seriously misrepresent or undermine the objectives of the Corporation. Acts which seriously misrepresent or undermine the Corporation include:

1.  Unauthorized use of the Corporation seal; or
2.  Falsely holding oneself out as a Corporation representative.

Such a motion to expel the member shall be accompanied by an affidavit stating the facts of misconduct and signed by a member with knowledge of the facts. The member against whom disciplinary action is sought is entitled to written notice of the motion and reason for the proposed expulsion at least 10 days prior to the general meeting at which the motion will be made. The member in question shall have the opportunity to represent him/herself in the discussion should he or she desire. Failure of the member in question to appear or reply will not defer action from being taken. Upon the vote of 2/3 of the voting members attending the meeting
in favor or expelling a member such member shall be expelled until a general meeting vote in favor of readmitting the expelled member. A motion to readmit an expelled member may come from any voting member in attendance at any general meeting of the membership. An expelled member shall not be readmitted without the proper motion and vote.

ARTICLE V
OFFICERS AND THEIR ELECTION

1.  The officers of the Corporation shall consist of a President, a President- Elect, a Secretary, and a Treasurer.

2.  Officers other than the President shall be elected annually by ballot in the month of October. The previous President-Elect shall automatically assume the office of President at that time. Officers shall assume their official duties following the close of the October meeting and shall serve a term of one year.

3.  Nominations shall be made from the floor by members in good standing at the general meeting prior to the October meeting. Nominations may also be made in writing to the President for a period of 5 days following adjournment of this meeting. No second shall be required for nomination.

4.  At least 5 days prior to the October election meeting, the Board of Directors shall notify all association members of the list of nominations for each position to be elected. Such notification may be made by individual written notice, notice in a newsletter, or by email or by electronic notice such as Facebook directed to the neighborhood at large.

5.  In the event that no candidate is nominated, it is the duty of the President to select a nominating committee. It shall be the duty of the nominating committee to nominate candidates for the elected offices.

6.  The President shall appoint a member to conduct the election. This member shall select election assistants if necessary to assist in the election. No election assistant may also be a candidate. In the event that there are no contested offices, the slate of candidates may be elected by acclamation at the October general membership meeting, after each candidate is given an opportunity to speak briefly. In the event that there is more than one candidate for a given office, the following procedures for the use of a written ballot shall be followed. A ballot shall be given to all qualified members present and wishing to vote. The ballot will list all offices to be filled and nominees for such offices. A speech by each candidate will be allowed. No speech will be more that 5 minutes in length. Upon completion of the speeches and a reasonable time to vote, the ballots will be collected by those assigned and counted. Any member may witness the counting the ballots. The candidate receiving a majority of votes cast shall be elected. In event that no member receives a majority, the members shall vote again among the 2 candidate who received the highest number of votes.

7.  In the event of a vacancy occurring in any office, other than the President, the remainder of that term of office shall be served by a person elected by a majority vote of the remaining Board members. If the office of President becomes vacant the President- Elect shall serve.

ARTICLE VI
DUTIES OF OFFICERS

1.  President: The President shall preside at all meeting of the Corporation and of the Board of Directors at which he/she may be present; shall perform such other duties as may be prescribed in these bylaws or assigned to him/her by the Corporation or by the Board of Directors. He/she shall coordinate the work of the officers and committees of the Corporation in order that the purposes may be promoted.

2.  President-Elect: The President-Elect shall act as an aid to the President and perform the duties of the President in the absence or disability of that officer to act.

3.  Secretary: The Secretary shall record the minutes of all meetings of the  Board of Directors and shall perform such other duties as may be delegated to the office. The Secretary may record minutes of all meetings of the general membership, or this duty may be performed by a person designated by the President or the Board Directors.

4.  Treasurer: The Treasurer shall have custody of all the funds of the Corporation; shall keep a full and accurate account of receipts and expenditures; and shall make disbursements as authorized by the Corporation’s Board of Directors. The Treasurer shall present a financial report at every general meeting and at other times when requested by the Board of Directors. The Treasurer shall be responsible for the maintenance of the financial records of the Corporation as conforming to the bylaws of the corporation. Disbursements of Corporation funds shall be done by the Treasurer or the President in the absence of the Treasurer. Any disbursements in excess of $500.00 shall be approved by both the Treasurer and the President or President-Elect. Only the Treasurer and President or President-Elect are authorized to obligate or make disbursements of the Corporation’s funds.

The Treasurer’s accounts shall be examined annually by an auditor or an auditing committee or not less than 3 members, who, satisfied that the Treasurer’s report is correct shall sign a statement of the fact at the end of the report. The auditing committee shall be appointed by the Board of Directors at least 2 weeks before the October election meeting. The audit report shall be complete no later than 2 weeks after the October election meeting.

5.  All officers shall:

A.  Perform the duties prescribed in the Parliamentary authority in addition to those outlined in these bylaws and those assigned from time to time.
B.  Deliver to their successors all official material no later than 10
days following the election of their successors.

ARTICLE VII
BOARD OF DIRECTORS

1.  The Board of Directors shall consist of the Officers of the Corporation, the Chairperson of the Standing Committees, and the past President. The members of the Board of Directors shall serve until the election and qualification of their successors.

2.  The duties of the Board of Directors shall be:

A.  To transact necessary business in the intervals between general meetings of the Corporation and such business as may be referred to it by the Corporation.
B.  To approve the plans of work and budget of the standing committees.
C.  To present a report at the general meetings of the Corporation.
D.  To appoint an auditor or auditing committee as per the requirements of Article VI of the bylaws.

3.  Regular meetings of the Board of Directors shall be held monthly during the year, time to be fixed by the Board at its first meeting of the year. A majority of the Board shall constitute a quorum. Special meetings of the Board of Directors may be called by the President or by a majority of the members of the Board. Board members may participate in any meeting by telephone.

4. In addition to voting members of the Board of Directors, the Board may designate individuals to serve as non-voting members of the Board who shall serve as liaisons to other organizations serving the Tower Grove East Neighborhood. Except for voting, such individuals shall have the right to participate fully in Board meetings. Such individuals shall be designated by the Board at its November board meeting, at the same time as the designation of Standing Committees is made under Article IX, or at such other time as the Board determines.

5.  Disqualification of Board members. Should either of the following two circumstances occur, any director may ask that consideration of dismissal of a director from the Board of Directors be place on the agenda of the next meeting of the Board.

A.  A Board member is absent without prior notice from at least 3 meetings of the Board of Directors.
B.  A Board member acts in a way to seriously misrepresent or undermine the objectives of the Corporation.

6.  The director in question shall have the opportunity to represent him/herself should he/she desire. Any dismissal must be approved by 2/3 of the Board of Directors at the meeting during which the dismissal is discussed.

7.  Resignation: A director may resign from the Board of Directors upon written notice to the President of the Corporation at his/her address as given in the records of the Corporation.

8. In the event that a matter requiring the attention and decision of the Board of Directors arises between meetings of the Board, such a matter may be brought to the attention of all Directors via electronic mail or otherwise, provided that all Directors receive such notice. The Board of Directors may approve of such a matter via email provided that the decision is unanimous (no dissenting votes), after a reasonable time for response has elapsed. In the event of one or more dissenting votes or responses via email, or a request that the matter be discussed at a meeting, the matter shall be place on the agenda for the next meeting of the Board of Directors for discussion and decision.

ARTICLE VIII
MEETINGS

1.  General membership meetings of the Corporation shall be held at least once every 4 months at a place and time decided by the Board of Directors.

2.  Special meetings may be called by the Board of Directors, provided at least 5 days notice has been given to the members of the Corporation.

3.  The election meeting shall be held in October.

4.  A quorum consists of those present at the general membership meeting but not less than the lesser of 20% of the members in good standing or 30 members.

ARTICLE IX
COMMITTEES

1.  The Executive Committee shall consist of the Officers of the Corporation and the Past President.

2.  The Standing Committees of the Corporation shall consist of the following:

1.    Charitable and Community Outreach
2.    Neighborhood Safety
3.  Membership
4.  Engagement
5.  Communications
6.    Ways and Means
7.  Development

3. Additional Standing Committees shall be designated by the Board of Directors at the November meeting of the Board, and the names of such Standing Committees shall be reflected in the minutes of the meeting. Such additional Standing Committees may include the following:  Newsletter, Website and Social Media, House Tour, and such other committees as the Board of Directors shall determine are appropriate for the coming year.

4.  Any member in good standing may join one or more standing committees.

5.  The Chairpersons of the Standing Committees shall be selected by nomination of their respective committees, with the approval of the Board of Directors or the executive committee. In the absence of an active committee, the Board of Directors or the executive committee shall select a Chairperson. A Chairperson may, with the approval of the Board of Directors,  delegate a representative to attend Board Meetings.

6.  The term of each Chairperson of a Standing Committee shall be 1 year, concurrent with that of the elected officers of the Board of Directors and until the election and qualification of his/her successor.

7.  Annually, the Chairperson of each Standing Committee shall present a plan of work or a budget to the Board of Directors for approval. No committee work shall be undertaken without the consent of the Board of Directors. Committees (and their Chairpersons) are not empowered to sign agreements on behalf of the Corporation, to obligate funds, to maintain separate bank accounts, or to provide letters of support on behalf of the Corporation.

8. Each Chairperson of a Standing Committee shall actively solicit members to serve on his or her committee from the Corporation’s members in good standing and residents who become members in good standing. Standing Committees shall hold meetings not less than two times per year, with notice of such meetings to be provided in advance to the membership via electronic notice, social media, or other method.

9.  The Board of Directors may create such additional standing or special committees  as it deems necessary to promote the purposes and carry on the work of the Corporation. Unless designated as a Standing Committee by the Board of Directors, the Chairpersons of such committees shall not be voting members of the Board of Directors unless the Chairperson(s)  already serves as a voting member of the Board.

10.  Non-members may participate in committee meetings and activities at the discretion of the chairperson.

11.  The chairperson is responsible for insuring that committee proceedings are conducted in accordance with the provisions of Article IV of the bylaws.

12.  All recommendations of the committee are non-binding and advisory in nature and are subject to the approval of the Board of Directors.

13.  The President shall be a member Ex Officio of all committees except the Nominating Committee, and shall be notified of the meetings of all committees.

14.  Each Standing Committee shall designate one Chairperson to serve on the Board of Directors. The Chairperson of each Standing Committee is expected to attend the meetings of the Board of Directors.

ARTICLE X
AMENDMENTS

1.  These bylaws may be amended, repealed, or altered in whole or in part at any meeting of the Board of Directors and affirmed by a majority vote of the Corporation members at the general meeting, provided that the lesser of at least 20% of the members in good standing or 30 members are present at the meeting.

§§§

With amendments approved by Board 9-3-2014 and affirmed by Membership 9-23-2014; and amendment to Article IV, page 2 approved by Board 3-2-2016 and affirmed by Membership on 4-26-2016