Davidson Neighborhood

Association, Inc.

 

By-Laws

 

ARTICLE I:              PURPOSE OF CORPORATION

 

            The purpose of the corporation shall be that purpose stated in the articles of incorporation to which express reference is hereby made.

 

            Note:  The following is excerpted from Article IX of the Articles of Incorporation, Dated May 11, 1981, and signed by the Honorable James C. Kirkpatrick, Secretary of State, Jefferson City, Missouri.  Its purpose shall be to provide programs and information to its members to assist in the development of projects, undertakings, studies, and other activities in cooperation and in coordination with local governmental and civic bodies to assure the continued stability of the neighborhood, for the elimination of blight and blighting influences, and to aid, assist, and foster the planning, development, and improvement of the City of Kansas City, Clay County, Missouri, all for the primary purpose of combating community deterioration, securing community and other related facilities, services and conditions, economic and otherwise, conductive to the progress and general welfare of the community.

 

ARTICLE II:             ASSOCIATION MEMBERSHIP

 

            (1)  To qualify as a full member household, dues must be current and resident must live within the boundaries of the Davidson Neighborhood Association.  The neighborhood is generally described as the area lying between:

 

                        Englewood Road on the north

                        I-29 & I-35 Highways on the south

                        Troost on the West; and

                        Antioch Road on the east.

 

Excluding Little Village which has a Home Owners Association, and excluding all apartment complexes.

 

            (2)  Membership dues shall be described by the Board of Directors at the Annual Meeting of the Association’s membership.

 

            (3)  Interested persons living in apartment complexes or outside of the neighborhood boundaries may join the Association and participate in all activities except they shall not vote or be elected to the Board of Directors.

 

ARTICLE III:                       ANNUAL MEETING OF THE ASSOCIATION MEMBERSHIP

 

            (1)  The Annual Meeting of the membership of the Association shall be held during the second week of January each and every year.

 

            (2)  Notice of the Annual Meeting of the Association shall be given ten (10) days prior to the date of the meeting which shall be held as such place, date, and time as shall be designated by the Board of Directors.

 

            (3)  Nominations shall be taken from the nominating Committee or from the floor at the Annual Meeting of the Association to fill the vacancies on the Board of Directors.

 

            (4)  The place, time, and date of the election shall be determined at the January meeting and instructions for the election shall be mailed to the entire membership.  The newly elected or re-elected Directors to the Board shall be seated at the Annual meeting of the Board of Directors in March, which is the beginning of the membership year.

 

ARTICLE IV:                        BOARD OF DIRECTORS

 

            (1)  Except as otherwise required by law, the Articles of Incorporation, or these by-laws, the entire control over the business and affairs of the Corporation and the Association shall be vested in the Board of Directors.

 

            (2)  The number of Directors of the corporation will initially be four (4) with five (5) additional Directors of the Corporation to be designated by the initial four (4) within the first year of the corporation’s existence.

 

            (3)  Of the initial members of the Board of Director, three (3) of the initial incorporating Directors, Carl O. Dahl, Keith C. Torkelson, and Thomas e. Metz, shall serve three (3) year terms expiring March 1, 1984, three (3) Directors, Darrel E. Clark, an initial incorporating Director, appointed Directors, Earlene McClure, and Kenneth Stevens, shall serve two (2) year terms expiring March 1, 1983 and three Directors, yet to be named, shall serve the remainder of this membership year ending March 1, 1982.

 

            (4)  Thereafter, three (3) positions on the Board of Directors will become vacant each and every year.  These vacancies shall be filled by nominations and an election from the entire membership as described in Article III (3).  Each Director elected by the general membership shall serve for three (3) years or until they leave the Board by reason of resignation, illness, death, or other causes.

 

(5)   VACANCIES

 

(a)  Vacancies in the Board of Directors with an unexpired term shall be filled by vote of a majority of the remaining members of the Board of Directors, and each Director so elected shall be a Director for the remainder of the unexpired term of the predecessor.

 

(b)  A vacancy shall be deemed to exist when a Director resigns, dies, or fails to attend three (3) successive regular meetings of the Board of Directors.

 

ARTICLE V:                         OFFICERS

 

            (1)  The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, all of whom shall be members of the Board of Directors.

 

            (2)  All officers shall be elected by written ballot at the Annual Meeting of the Directors.

 

            (3)  All officers shall have a term of one (1) year.  No Director shall hold more than one (1) office concurrently and no more than one (1) member of any household shall hold office or serve on the Board at the same time.

 

            (4)  The officers shall have the following duties respectively:

 

                        (a)  It shall be the duty of the President to preside at all meetings of the Board of Directors.  It shall be the further duty of the President to have the general management of the business of the corporation.  The President shall have all of the powers and duties, which are usually vested in the office of President of a corporation.  Further, all committees of the corporation shall be appointed by the President with the advice and consent of the Board of Directors.

 

                        (b)  It shall be the duty of the Vice-President to perform the duties of the President in case of the latter’s absence or disability, as well as other duties, which may be prescribed to be performed by the Board of Directors.

 

                        (c)  It shall be the duty of the Secretary to keep the minutes of all meetings of the corporation; the Secretary shall have charge of such books and papers as the Board of Directors may direct, all of which shall, at all reasonable times, be open to the examination of any Director, upon reasonable notice to the Secretary; the Secretary shall, in general, perform all duties incident to the office of Secretary.  The Secretary shall give notice as required by law or By-Laws of the corporation, of all meetings of the Board of Directors.

 

                        (d)  It shall be the duty of the Treasurer to receive membership dues, money from grants, gifts, or donations and safely keep all money belonging to the corporation and disburse the same.  The Treasurer shall keep an accurate account of the finances and membership records in books and hold the same open for inspection and examination by the Directors, members, and officers at any reasonable time, and on the expiration of the term, the Treasurer shall deliver all money and other property of the corporation, in the hands of the Treasurer, to the successor, or to the President.  The Treasurer shall sign all checks and drafts issued by the corporation, but in order for any check or draft to be valid it shall be necessary that it be counter-signed by any duly elected officer of the corporation.

 

            (5)  If any vacancy shall occur in any office by reason of resignation, death, or other cause, the Board of Directors shall, by majority vote, elect any member of the Board of Directors to fill such vacancy for the unexpired term of office vacated.

 

            (6)  All officers, members of the Board of Directors and committee chairpersons shall live within the boundaries of the Davidson Neighborhood.  Interested persons outside the neighborhood may join the association and participate in all other activities.

 

ARTICLE VI:                        ANNUAL MEETING OF THE BOARD OF DIRECTORS

 

            (1)  The Annual Meeting of the Directors of the corporation at which the officers of the corporation shall be elected and the new Directors seated, shall be held during the month of March each and every year.  The meeting shall be held at such place, date and time as shall be selected by the Board of Directors.

 

            (2)  The Board of Directors shall be present at the Annual Meeting a report verified by a majority of the Directors showing the assets owned and the liabilities of the corporation; the expenses, disbursements and receipts of the corporation for the year immediately preceding the meeting and application or uses for which said disbursements and expenses were made; and such other information concerning the corporation as may deemed relevant.

 

            (3)  Notice of the Annual Meeting shall be mailed to each Director at least two (2) weeks before the date of such meeting and shall state the date, place, time, and purpose thereof.

 

            (4)  The presence of at least five (5) Directors constitutes a quorum for all meetings of the Board.

 

            (5)  The order of business at any meeting of the Directors of the corporation shall be as follows:

 

(a)   Roll Call.

(b)   Reading of minutes of previous meeting and action thereon.

(c)   Reports of Directors and Committees.

(d)   Financial report or statement.

(e)   New Business.

(f)    Unfinished Business

 

(6)  At the Annual Meeting of the corporation Board members, the order of business will also include the following:

 

(a)   Election of Officers.

(b)  Seating of New Directors.

 

ARTICLE VII:                      REGULAR MEETINGS OF THE DIRECTORS

 

            (1)  The Board of Directors shall hold regular monthly meetings at such place and time and with such notices as it may in its own discretion determine.

 

            (2)  Special meeting of the Board of Directors may be called at any time by the President or by two (2) members of the Board of Directors upon at least two (2) days notice to each Director given personally or by mail, telephone, or telegraph.

 

(3) Five (5) of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

 

ARTICLE VIII:                     NOMINATIONS, ELECTIONS, AND VOTING

 

            (1)  Nomination of candidates for the officers of the corporation may be made by any Director of the corporation and shall be made from the floor at the Annual Meeting or other special meetings called for the election of officers.

 

            (2)  Every Director of the corporation shall have full voting rights and there shall be one vote per Director, the voting right of all Directors being equal.  All voting must be done in person, and there shall be no proxy voting at any election or upon any issue.

 

            (3)  All elections of officers shall be written ballots.  In the election of officers, candidates receiving the greatest number of votes shall stand elected, and a majority of votes cast shall not be required.

 

            (4)  At any meeting of the Directors, voting upon all issues, other than election of officers, candidates and amendments of the By-Laws shall require a simple plurality of members present for the passage of any resolution.

 

ARTICLE IX:                        COMMITTEES

 

            The President or the Board of Directors may create committees to assist in the purpose and operations of the corporation, which committees shall perform such functions, and make such reports to the Board of Directors shall be determined and defined.

 

ARTICLE X:                         RULES AND PROCEDURES

 

            The proceedings and business of this corporation shall be governed by Robert’s Rules of Order in its latest edition, unless otherwise provided herein.

 

ARTICLE XI:                        AMENDMENTS

 

            The Articles of Incorporation and the By-Laws may be amended at the Annual Meeting of the corporation or at any meeting of the board of Directors of the corporation called for the purpose of amending the Articles or by-Laws.  All amendments shall be by two-thirds of the vote of those present at such meeting, provided that written notice of said meeting shall have been mailed to each and every active Director at least fourteen (14) days prior to the date of said meeting, which notice shall include the proposed amendment.