Tuesday, November 25, 2014

ARTICLE I - Purposes and Restrictions

The purposes of the Association shall be those non-profit purposes stated in the Constitution, as may be amended. No part of the net earnings of other assets of the Association 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 Association, except that the Association may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Constitution.

ARTICLE II - Offices

The principal office of the Association in the State of Missouri at this time shall be located in the City of Jefferson City. The Association may have such other principal or other offices located within or without the State of Missouri as may be determined by the Board of Directors from time to time as circumstances warrant.

The registered office of the Association 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.

ARTICLE III - Membership

There shall be three classes of members: Active, Affiliate and Associate.

  1. Active Members: Any person, firm, corporation, private or public entity, including group self-insured trust funds or pools, which is or are currently qualified to act as an individual self-insurer or a group self-insurer as provided in the Missouri Workers' Compensation Law shall be eligible for being elected to membership in the Association as an active member. Individual firms or public or other private entities which participate in a group self-insured trust fund or pool or other group shall not become an active member individually, but are eligible to become an individual Associate Member.

  2. Affiliate Members:Any person, firm, corporation, or private or public entity which is currently qualified as an employer as provided for in the Missouri Workers' Compensation Law which is also not currently acetified self-insurer, but which has insured its liability under the Missouri Workers' Compensation Law with a duly qualified insurer licensed to do business in Missouri, and which company also has a minimum self-insured deductible amount of $250,000.00 for each claim with said insurance company, as provided for in the Missouri Workers' Compensation Law, shall be eligible for membership in the Association as an Affiliate Member.
  3. Associate Members: Any approved person, firm, corporation or private or public entity representing the interests of employers or individual members of a group self-insured pool or trust fund, other than as described in subsection A above, shall be eligible for membership in this Association as an Associate Member upon approval by the Board of Directors and in accordance with the By-laws of this Association.

  4. Member Representative:Each qualified active member of the Missouri Self-Insurers Association, whether an individual, group or pool member, shall be entitled to one vote on matters presented at the annual and special meetings of the Association and shall appoint one person to be the official representative of that active member in the Association who shall be entitled to exercise the use of that vote either in person or by proxy and who shall serve until removed or replaced by the member. Such representative shall also be eligible to serve as a member of the Board of Directors of the Association or as an elected officer of the Association if she or he otherwise qualifies for those positions. The member may also appoint in writing another employee of the company to serve as a member when the officially designated representative is unable to carry out her or his duties as a member representative of the Association, who shall have all the rights, powers, duties and privileges conferred upon the earlier appointed official representative of the company. Such alternate employee shall be eligible to fill the unexpired position of that elected Director of the Association, provided, that if the member company elects not to fill that position, such position shall go unfilled until the next annual election of the membership, subject to Article V, Section B.

  5. Voting:Only active members shall be allowed to vote on matters presented to the annual or any special meeting of the Association, such vote to be cast by the members designated primary or alternative representative. Thirty-three and one-third percent (33 1/3%) of the active members, in person, or by proxy or their designees, shall constitute a quorum at an Annual or Regular or Special meeting of the Association. Any matter submitted to a vote of the Membership shall be adopted by the Association upon a simple majority vote of the Active members present, including votes sent or voted by proxy, in accordance with the By-Laws of this Association. A proxy vote or absentee vote shall be permitted to be cast by the designated primary member or alternative representative on behalf of any member by written proxy dated prior to the date of the meeting. There shall be a limit of one proxy for each Director in voting upon Board of Director matters.

  6. Removal or Withdrawal:Membership in this organization may be terminated if a member company fails or refuses to work within the constitution and by-laws of the Association.

    1. After giving the member at least fifteen (15) days written notice by registered mail with an opportunity to be heard, the Board of Directors, by a majority vote of its members, may remove or suspend any member for cause. A copy of the written removal or suspension shall be sent to the affected member and to the Secretary.

    2. In the case of removal, the Treasurer shall refund to the member so removed, the proportion of dues for the unexpired portion of the year for which they were paid. Any member in good standing may withdraw from this Association on written notice to the Secretary. However, a member who withdraws is not entitled to a refund of dues.

    3. The Association will permit a member who has been expelled to apply for readmission to the Association after one year has passed from the date of expulsion.

ARTICLE IV - Dues

  1. The dues for Active, Affiliate and Associate Member status shall be determined by the Board of Directors, shall be due and payable annually on March 1, or upon such other beginning date of such other month of the calendar year as shall be decided upon by the Board of Directors, and shall extend membership for a period of twelve (12) consecutive months. The dues of any Active or Associate member joining the Association after March 1 or after any other annual dues due and payable date, of any year shall be pro-rated from the first day of the month following the date of application for the balance of the regular membership year.

  2. Individual Active Member:The amount of dues payable for any individual active members shall be determined by the size of the employee base of the member for its employees employed in the State of Missouri. The dues schedule for active members is as follows:

    Number of Missouri Employees
    Over 10,001
    7,501 - 10,000
    4,501 - 7,500
    3,501 - 4,500
    1,001 - 3,500
    501 - 1,000
    1 - 500
    Annual Dues
    $800
    $600
    $450
    $350
    $275
    $250
    $150
  3. Individual Affiliate Member: The amount of dues payable for any individual affiliate members shall be determined by the size of the employee base of the member for its employees employed in the State of Missouri. The dues schedule for active members is as follows:

    Number of Missouri Employees
    Over 10,001
    7,501 - 10,000
    4,501 - 7,500
    3,501 - 4,500
    1,001 - 3,500
    501 - 1,000
    1 - 500

    Annual Dues
    $500
    $375
    $275
    $225
    $175
    $150
    $100

  4. Group Self-Insured Pools or Trust Funds: Group self-insured pools or trust funds which are members of the Association shall pay dues as a single unit, provided, the number of employees required for membership is to be based upon the combined total average number of all of the employees of the group self-insured pool or trust fund under the self-insured provisions of the law, during the preceding calendar year.

  5. Subsidiary Corporations:A parent or subsidiary corporations which are members of this Association shall pay dues as a single unit, based upon the combined total average number of employees employed in the State of Missouri under the self-insured provisions of the Laws, during the proceeding calendar year.

  6. Associate Members:The amount of dues payable for Associate Members shall be set by the Board of Directors at its annual meeting for the next calendar year, but shall not exceed in any event $500.00 per year. Associate members who are also members of group self insured pools or trust pools shall pay dues the same as are set by the Board of Directors at its annual meeting for the next calendar year, but shall not exceed, in any event, $250.00 per year.

  7. Non-Payment:If the dues are not paid by June 1, the Board of Directors may elect to terminate the membership of the member in default.

  8. Expenses:Dues of the Association shall be used to pay the operational expenses of the Association, and for such other expenditures as are consistent with the purposes of the Association, subject to the provisions of limitations contained herein.

ARTICLE V - Board of Directors

  1. Management. The governing body of the Association shall manage, supervise and control the affairs of the Association by a Board of Directors consisting of not more than thirteen (13) voting members, not more than eleven (11) of whom shall be an active member, not more than two (2) of whom shall be a group self-insured trust fund or pool active member, and, as decided, from time to time, by the Board of Directors, all of whom shall be elected by a majority of the members in the manner specified in Section B hereof. A parent, subsidiary and affiliate regardless of the number of memberships collectively held by the group, shall not be represented on the Board of Directors by more than one (1) representative.

  2. Term and Election of Directors.Each member of the Board of Directors shall be elected at the annual meeting of the Association and shall for a term of one (1) year, or until their successors have been elected. A vacancy on the Board of Directors for any cause may be filled by the member company appointing in writing another employee of the company to serve for the unexpired term of such Director. If the member company elects not to fill that position, such position shall go unfilled until the next annual election of the membership. It is further provided that if the total membership of the board for any reason at any time drops below a quorum, or a least seven (7) members, then there shall be a special election by the Board of Directors to elect, by majority vote, a sufficient successor number of members to fill the unexpired term of vacated positions to have at least seven (7) members of the board acting until the next general election which shall take place at the annual election of the membership, or such other general membership election called for that purpose.

    1. Any Director must at all times while being a member of the Board of Directors be an active employee of her or his member company. Any member who is otherwise disqualified under this section or leaves the employment of member's employment shall, as of the date of determination of disqualification or as of the date of leaving such employment, no longer be qualified to act as a Director. A vacancy in that position shall be created on the Board as of that date. Membership on the Board follows the company and not the individual when they are no longer with the company originally elected to the Board.

    2. The resignation of a Director, whether due to the Director's leaving the member's employment, or for any other reason, disqualifies that person from acting as a Director of the Association. The day after the resignation of the Director or the day after any other disqualifying event shall be the effective date of resignation.

  3. Powers and Duties.Except as provided by law, the entire and exclusive management of this Association shall be vested in the Board of Directors. Without in any way limiting the generality of the foregoing, the Board of Directors may make such rules and by-laws as it may determine to be necessary or desirable; it may authorize such expenditures, salaries or allowances as in its judgement may be required to carry on the work of the Association; it may from time to time appoint such committees, individuals, agents or employees as it shall deem necessary, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors may direct from time to time.

  4. Qualifications of Directors.The Board of Directors shall appoint a nominating committee, to determine nominees for the position of member of the Board of Directors, the nominating committee to consist of five (5) persons, including the Vice President, Secretary, Treasurer, and at least one member of a group self-insured trust fund or pool. The nominating committee shall nominate one or more eligible representatives for each Director's position and additional nominations shall be called for from the floor at the annual meeting.

    1. In preparing nominations for all director positions, the nominating committee shall prepare a nomination form for each candidate in order to first and foremost consider the eligible representative's qualifications in the area of workers compensation, risk management and claims management and her or his abilities to function effectively as a Director of the Association. The nature of the corporation or business which the Director serves, her or his position in that organization, the perceived benefit that that corporation or business can bring to the Association shall all be important factors to be considered. The committee shall endeavor, but not be obligated, to obtain a balance in representation from various geographic areas of the State as well as a balance in member size and the nature of the member's business so there is a cross-section of employers' interests represented.

    2. Nominees for Director should give their tentative commitment that they will meet the requirements of Section J referable to attending meetings, and, in addition, their tentative commitment to giving of their time and resources, or an approximate minimum number of hours a year, as determined by the board from time to time, in the service of the Association.

  5. Election of Directors.Directors shall be elected by the number of votes required under the provisions of Article V, Section B.

    1. The term of office of the newly elected Directors shall commence after the close of the meeting at which they have become elected.

  6. Responsibilities.The Board of Directors shall be accountable to all Association officers, committee members, advisors, agents, employees and independent contractors employed or utilized by the Association. It shall have the responsibility for:

    1. Setting of fidelity bonding including Directors and Officers (D & O) coverage requirements for members of the Board, officers, employees, and other persons affiliated with the Association.

    2. Approval of amendments to these By-Laws and to documents establishing the Association.

    3. Approval of the annual budget of the Association.

    4. Approval of educational, legislative, safety, statistical, and other programs relating to the purposes and goals of the Association.

    5. Approval of annual (as well as any supplementary) dues for each member, in accord with the provisions of Article IV.

    6. Approval of the expansion of any services or benefits provided by the Association.

    7. Establish rules governing its own conduct and procedures not inconsistent with the Articles of Association and these By-Laws.

  7. Quorum.A majority of the current qualifying members of the Board of Directors (including one or more officers) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and shall be the act of the Board of Directors unless a greater number is required under the Constitution, these Bylaws or any applicable laws of the State of Missouri.

  8. Vote.Each member of the Board of Directors shall be entitled to one vote on the Board of Directors. Such vote may be cast only by the Director elected in accordance with these Bylaws. One proxy vote or absentee vote shall be permitted to be used by any Director.

  9. Disqualification of Board Member.If any member of the Board of Directors should fail to adhere to any requirements that the Board of Directors may decide from time to time, then the Board of Directors may meet with the Board Member, in order to insure that purposes of the Board are being met in an appropriate manner.

    1. Any Director may be removed by that member organization for which she or he is acting as official representative at any time during her or his term.

  10. Salaries.No one serving on the Board of Directors shall receive any salary from the Association for her or his activities as a member of the Board. If a Board member acts in activities for the Association other than her or his activities as what is normally expected of a Board Member, she or he shall be compensated in the same manner as is provided for other persons hired to act on behalf of the Board. Attendance at a meeting must be required in order for travel expenses to be reimbursed. If the meeting is by telephonic or electronic means, travel expenses shall not be reimbursed by the Association. The Association shall be authorized to pay expenses for travel, hotels and meals associated with planned meetings held to conduct the business of the Association, as specifically authorized by the Board within budgetary limitations. In the discretion of the Board, the Association, may also pay travel expenses incurred for official Association business, subject to the approval of the Board of Directors.

ARTICLE VI - Board of Directors' Meetings

  1. Regular meetings of the Board of Directors shall be held at least four times a year, one of which shall be held during the annual convention of the Association, and all meetings of the Board, regular or special, shall be held at such place and such time within or without the State of Missouri and shall be designated by the President, or if not designated by the President, then as determined by the Board of Directors. The annual Board membership meetings shall be held for the purpose of electing officers and directors and transacting such other business as may come before the meeting. The dates of regular meetings shall be established no later than the beginning of each fiscal year.

    1. Any item of business may be considered at a regular meeting. An agenda shall be sent to each Board member five (5) days prior to each meeting. Any member representative, Director, or officer of the Association must request an item to be placed on the agenda ten (10) days prior to the date of the meeting. After all agenda items have been discussed, other items of business may be introduced from the floor as time permits.

    2. The first meeting shall be held within the first calendar quarter after the commencement of the calendar year. At least one meeting must be held during each quarter of the calendar year of the Association.

  2. Special meetings of the Board of Directors may be called by or at the request of the President, or in the President's absence by the Vice President, or by any two (2) Directors.

  3. Notice.Notice of any annual or special meeting of the Board of Directors shall be given at least ten (10) days prior thereto by written notice delivered personally or by facsimile transmission or by the United States mail to each Director at such Director's business or home address, or by actual confirmed voice contact with such actual notices given. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. 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. A general agenda of the business to be transacted at any regular meeting of the Board of Directors should be mailed in the notice of such general meeting. A notice of the specific business to be transacted at a special meeting of the Board of Directors shall be mailed with the notice. Business conducted at special meetings shall be limited to those items specified in a agenda distributed at the meeting, in accordance with the notice previously sent.

  4. Attendance.Members of the Board of Directors, or of any committee or any advisors designated by the Board of Directors, may participate in a meeting of the Board or committee by means of 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.

    1. Any action which is required to be or may be taken at a meeting of the directors, or of any committee of the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board or of the committee as the case may be. The consent shall have the same force and effect as a unanimous vote or at a meeting duly held, and may be stated as such in any certificate or document. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors or of the committee as the case may be.

  5. Rules of Order.To the extent not contrary to these By-Laws and any other governing documents pertaining to the Association, and except as modified by the Board of Directors, Robert's Rules of Order, latest edition, shall govern all meetings of the Board of Directors. Minutes of all regular and special meetings of the Board of Directors shall be sent to all members of the Board of Directors and to the member representative of any member of the Association which is not represented on the Board of Directors.

  6. Meetings. The time, date and location of regular and special meetings of the Board of Directors shall be determined by the Chairman of the Board of Directors, after consultation with other Board members to find a mutually convenient place or method of meeting, taking into consideration the then existing geographic disparity of the location of various Board members.

ARTICLE VII - Committees

  1. Executive Committee. There shall be an Executive Committee consisting of the President, Vice President, Secretary and Treasurer, of which the President shall be the presiding officer. The Executive Committee shall have and possess all the power of the Board of Directors in the intervals between meetings of the Board, subject to such limitations as may be imposed by law. The members of the Executive Committee shall consult regularly with each other and shall act in a harmonious manner, and if there is disagreement about action to be taken, an effort shall be made to resolve the matter by informal discussion with other members of the Board to arrive at a consensus, or, if no such consensus can be found, a special meeting of the Board of Directors shall be called to resolve the matter. The Executive Committee shall report its action in writing to the Board of Directors at each meeting of the Board, or more frequently, if individual members of the Board desire to know what action is taking place between board meetings.

  2. Other Committees.The Board of Directors may by resolution establish one or more advisors and/or an advisory board, or ad hoc or permanent committees, all of whom shall include members of the Association who are and who are not otherwise entitled or eligible to vote or hold office. Advisors, advisory board and committee members shall be entitled to attend Board of Director meetings, but shall not be entitled to vote unless they additionally have been elected as a member of the Board of Directors. Each committee shall have at least one chair, who can be either an active or an associate member, and who need not be a member of the Board, and shall operate under such terms and with such powers as shall be specified in a resolution of the majority of all of the members of the Board, as the same may be amended from time to time. All committee expenditures, including travel expenses, must be pre-approved by the Executive Committee, acting in consultation with individual board members to make certain there is a consensus on the allowance of the expense. Representatives of any class of member in good standing shall be eligible to serve on any committee in any capacity. Each committee shall periodically report its action to the Board of Directors at each meeting of the Board and shall from time to time prepare articles for publication in the Association's newsletter.

ARTICLE VIII - Officers

  1. Number and Election. The officers of the Association shall be elected from the Board of Directors by the Board of Directors at their annual meeting and shall at all times be subject to the orders, rules and regulations of said Board. Each officer shall serve for a term of one (1) year, or until her or his successor shall have been duly chosen and qualified, or until she or he shall resign.

    1. The officers shall consist of a President, a Vice President, a Secretary, a Treasurer, and an Executive Director (if the Board determines that such an officer is required), and any other officers as may be established by the Board of Directors. The Board of Directors may also elect one or more additional Vice Presidents, Assistant Secretaries and Assistant Treasurers, not to exceed, in any event, a total of six (6) persons.

    2. The Executive Director shall be appointed by the Board of Directors and may be a full-time or part-time employee of the Association, and her or his term of service shall be governed by the terms and conditions agreed upon by the parties.

    3. All officers shall be chosen from the Board of Directors annually by the Board of Directors, including newly-elected members of the Board, and shall at all times be subject to the orders, rules and regulations of the Board. Each officer shall hold office for a term of one (1) year, or until her or his successor shall have been duly elected and qualified, or until he or she shall resign. Where a vacancy occurs in an office, it shall be filled by the vote of the majority of all of the members of the Board of Directors for the unexpired term. Any two or more offices, except the offices of President and Vice President or President and Secretary, may be held by the same person.

  2. President.The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and of the Board of Directors, and shall have the power to transact all of the usual, necessary and regular business of the Association as may be required and, with such prior authorization of the Board as may be required by these Bylaws, to execute such contracts, deeds, bonds and other evidences of indebtedness, leases and other documents as shall be required by the Association; and, in general, the President shall perform all such other duties incident to the office of President and chief executive officer and such other duties as may from time to time be prescribed by the Board of Directors, to include, among her or his various duties, the following:

    1. To preside over all regular and special meetings of the Board of Directors.

    2. To preside over the annual and special meetings of the general membership.

    3. To preside over all meetings held by the officers of the Association.

    4. To validate by signature all resolutions passed by the Board of Directors.

    5. To validate by signature all policies established and official documentary records of business set forth in the minutes of the Board of Directors and general membership meetings.

    6. To validate by signature any amendment to revisions of the By-Laws.

  3. Vice President.The Vice President shall be the secondary presiding officer of the Association and shall act as chief executive officer in the absence of the President and, when so acting, shall have all the power and authority and shall assume all of the duties and responsibilities of the President. In the case of vacancy in the office of the President, the Vice President shall perform the duties of that office until a successor President shall have been elected. Further, the Vice President shall have such other and further duties as may from time to time be assigned by the Board of Directors. In the event of the Treasurer's inability or refusal to act, the Vice President shall assume the duties and responsibility of the Treasurer as long as the Vice President is not currently serving in the absence of the President.

  4. Secretary.The Secretary shall be the principal recording officer of the Association and it shall be her or his responsibility to attest to the validities of all policies established in all meetings of the Association, its Directors or officers, as well as all documentary records of the Association, including the recording and preserving of the minutes of the meetings of the membership and of the Board of Directors, and to cause notices of all meetings of the membership and of the Board of Directors to be given. Notices of respective committee meetings shall be given by the respective chairs or co-chairs of each individual committee.

    In addition, the Secretary shall be required to attest by signature to the validity of all documents requiring validation by signature of the President of the Board, or other documents requiring her or his signature as may be required by statute or regulatory agencies. The Secretary shall perform all other duties incident to the office of Secretary or as from time to time directed by the Board of Directors or by the President. In the absence of the Vice President, the Secretary shall assume all duties and responsibilities of the Vice President.

  5. Treasurer. The Treasurer shall be the principal financial officer of the Association and shall have charge of and be the custodian of and be responsible for all funds, monies, securities and other invested assets of the Association, in the name of the Association, subject to the control and direction of the Board of Directors. The Treasurer, or the Executive Director, at her or his direction, shall deposit such funds in such bank or banks as the board of Directors may from time to time determine, and shall, with the assistance of the Executive Director, make reports to the Board of Directors as requested by the Board. The Treasurer, in coordination with the Executive Director, shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions involved to the Board of Directors, that all expenditures are presented promptly to the Board of Directors, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment.

    Among the duties of the Treasurer, and Executive Director shall be the following:

    1. The Treasurer and Executive Director shall provide complete accounting services through a certified public accountant and at all times keep separate books and complete accounts for the Association. Such books and accounts shall at all times be subject to inspection by any officer of the Association, any member of the Board of Directors, the Executive Director, any official representative of a member of the Association, or any state regulatory agency as state law permits.

    2. The Treasurer or Executive Director, at her or his direction, shall deposit all monies in accounts held in the name of the Association and shall invest such funds for the Association as are not immediately required for disbursement in United States Government securities, bank accounts or such other investments as shall be in accordance with Missouri law and approved by the Board of Directors.

    3. The Treasurer or Executive Director at her or his direction, shall make all disbursements from the Association funds when due and in a timely fashion, and in such amounts as are required to meet the financial obligations of the Association.

    4. The Treasurer shall have the authority to issue and sign checks as are consistent with the above duties and responsibilities, as set forth below. However, such checks shall be issued and signed only upon receipt of a voucher and appropriate supporting data containing the name and address of the payee, the amount due, and the purpose of the transaction, or instructions regarding monthly accounts payable or payroll functions. Checks of the Association shall require dual signatures of the Treasurer and another officer or the Executive Director for checks issued on behalf of the Association in an amount of $1,500.00 or more. Checks of the Association shall require the signature of the Treasurer or another officer or the Executive Director, for checks issued on behalf of the Association in an amount of $800.00 or less. The Executive Director shall submit to the Treasurer a monthly printout of all receipts and disbursements, in order for the Treasurer to check on the appropriateness and accuracy of the disbursements made.

    5. The Executive Director, at the direction of the Treasurer shall provide monthly reports accounting for the revenues and expenditures of the Association to all of the officers of the Association. Quarterly reports shall be provided to all officers of the Association and each member of the Board of Directors, prior to or at each quarterly Board of Directors' meeting.

    6. The Treasurer, with the assistance of the Executive Director, shall provide an annual financial statement, which at the discretion of the Board of Director, may be subjected from time to time to an independent audit by a Certified Public Accountant (selected by the Board of Directors), to all members of the Board of Directors and the official representative of any member not represented on the Board of Directors.

    7. Upon the expiration of his term in office, the Treasurer shall deliver to his successor all unexpended monies, securities, books, records and other assets of the Association which are in her or his possession.

    8. The Treasurer shall further perform such other duties incident to the office and as the Board of Directors or the President may from time to time determine.

  6. Executive Director.The Executive Director shall perform such additional duties as may be set forth in a job description, to be approved by the Board of Directors, such additional duties to include the implementation of preparing and distributing membership lists, coordinating classes of membership, prospective members, and in assisting the Treasurer in the collection and payment of all dues and expenditures of the Association, and in preparing appropriate financial and other reports to the Board and to the members of the Association, and in such other duties as the Board of Directors shall agree upon in a written job description for the Executive Director, which written job description shall be incorporated by reference as part of the By-Laws of the Association to be included under this Section F.

  7. Resignation.Any officer may resign at any time by giving written notice to the board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance or a resignation shall not be necessary to make it effective.

ARTICLE IX - General Provisions

  1. Contracts, Etc., How Executed. Except as in these bylaws otherwise provided or restricted, 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 Association, 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 Association by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose.

  2. Loans. No loans shall be contracted on behalf of the Association and no negotiable paper shall be issued in its name.

  3. Deposits.All funds of the Association shall be deposited from time to time to the credit of the Association with such banks, bankers, trust companies or other depositaries, including qualified brokerage houses and investment firms, as the board of Directors may select or as may be selected by any officer or officers, agent or agents of the Association to whom such power may be delegated from time to time by the Board of Directors.

  4. 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 Association, shall be signed by the Executive Director if in an amount less than $800.00, by the Treasurer or other officer and the Executive Director, if an amount between $800.00 and $1,500.00, and, if the amount is in excess of $1,500.00, then in such event, the same shall be signed by the President and one other officer, or, in the President's absence, by the Vice President, or the Treasurer, and in such manner as shall be directed 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 Association in any of its duly authorized depositaries may be made without countersignature, by the President or Vice President or Treasurer or any other officer of the Association or the Executive Director. In addition, the Board of Directors, by resolution, shall allow deposits by hand-stamped impression in the name of the Directors.

  5. 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 depositaries as the Board of Directors may select and may make such rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as they may deem expedient.

ARTICLE X - Ammendments

These Bylaws may be revised or amended at any time by a vote of two-thirds of all of the members of the Board of Directors. Amendments may also be made by a two-thirds votes of the active members present at the annual meeting, provided that written notice of such proposed change or amendment shall be given to each active member at least 20 days prior to such annual meeting.

ARTICLE XI - Indemnification

The Association shall indemnify any and all of its officers and members of the Board of Directors of the Association, or former officers or members of the Board of Directors of the Association, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of having been officers or members of the Board of Directors of the Association, except in relation to matters as to which any such present or former member or officer of the Board of Directors shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of liability based upon willful misconduct in the performance of duty. The indemnification provided hereby shall not be deemed to be exclusive of any other rights to which anyone seeking indemnification may be entitled under any by-laws, agreement, vote of members or disinterested members of the Board of Directors or otherwise, both as to action in her or his official capacity and as to action in another capacity while holding such office or position. Nothing contained herein shall limit in any way any right that the Association may have to make different or further indemnification with respect to the same or different person or classes of persons. The Association intends to and does hereby indemnify the parties referred to in this By-Law to the fullest extent permitted by law.

ARTICLE XII - Limitation of Liability

No officer, director or member, advisor or advisory board shall make or incur any debt or liability in the name of the Association, or in its behalf or for its interest, except as duly authorized to do so as hereinafter provided.

No officer, committee, director, or Board of Directors shall contract or incur any liability on behalf of the Association unless and until the money to meet the same in full is in the Treasury of the Association and the liability has been duly authorized by the Board of Directors or by the Executive Committee.

ARTICLE XIII - General Items

  1. Mailing Address. The Board of Directors shall designate a permanent mailing address for the Association, to which all official correspondence shall be directed. The address may be changed when necessary for the convenience of the individual who is designated to receive or collect the mail.

ARTICLE XIV - Corporate Seal

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 Association and the words "Corporate Seal" and "Missouri".

ARTICLE XV - Fiscal Year

The fiscal year of the Association shall begin March 1 and end February 28.

ARTICLE XVI - Dissolution of Association

In the event this Association dissolves, any funds remaining in the treasury after retiring the Association's outstanding financial obligations shall be transferred to a non-profit organization having a purpose(s) similar to that (those) of this Association, selection of the successor organization to be based upon last annual meeting of the membership in a vote of necessary number of votes required as previously set forth herein.