BYLAWS of the MISSOURI CORRECTIONS OFFICERS ASSOCIATION
Adopted by Resolution of the
Formation Board of Directors
September 12, 2000
ARTICLE I
Offices
The principal office of the Corporation in the State of Missouri shall be located at the same address as its registered agent at 231 Madison. Street, Jefferson City, Missouri 65101
ARTICLE II
Members
Section 1. Eligible Persons.
Any person who is employed full time as a corrections officer by the Missouri Department of Corrections who has not been previously disqualified shall be eligible for membership.
Section 2. Member in Good Standing.
Any eligible person may become a member in good standing upon the payment of dues as established by the Board of Directors.
Section 3. Disqualification.
Any person who shall be delinquent in his or her dues for a period of more than two months shall no longer be a member. In addition, any person may become disqualified upon a majority vote of the Board if the Board finds that the person has engaged in conduct which is inappropriate or inconsistent with the purposes of the Association. Any person who has become disqualified for any reason may be reinstated by a majority vote of the Board upon terms and conditions as may be required by the Board.
Section 4. Auxiliary members.
The Board of Directors may by resolution create opportunities for classes of auxiliary memberships with functions and responsibilities as determined by the Board. Auxiliary members are not required to be employed as corrections officers.
Article III
Directors
Section l. General Powers.
The business and affairs of the Corporation shall be managed by a Board of Directors.
Section 2. Number, Election and Term.
After the Formation Period as outlined below, the number of directors of the Corporation shall be twenty-one, each of whom shall hold office for three years or until his or her successor has been elected and has qualified. The only exception shall be the initial Board which shall (by drawing) be comprised of seven members serving initial terms of one year, seven members serving initial terms of two years and seven members serving initial terms of three years.
Section 3. Elections.
Every year one director shall be elected or re-elected by members employed in each of the twenty one institutions where members are employed. Institutions are encouraged to also elect alternate Board members who may serve in the other Director’s absence or unavailability. In the event institutions are added or eliminated by the Department of Corrections, the Board shall by resolution adjust the number of Board members appropriately. Any members who are not employed at a specific institution will vote with an appropriate institution at the direction of the Board. Elections shall take place during the month of July each year or at such other time designated by the Board. Newly elected directors shall take office effective September 1 after the elections. The first elections will be held in 2001. The Board of Directors shall by resolution adopt a method of balloting which is fair and functional, and the Board may allow for the submission of votes by mail.
Section 4. Formation Period.
The incorporator has appointed six members to serve as a Formation Board until December 31, 2000. Vacancies shall be filled by a majority of the remaining members of the Formation Board. It shall be the duty and responsibility of the Formation Board to:
A. Initiate and implement the organization of the Association and oversee the general operation of the Association during the Formation Period.
B. Retain such professional services as deemed necessary, except that the Formation Board shall not have the authority to enter into contracts or leases with a duration of more than one year.
C. Elect from the Formation Board an Interim President, Secretary and Treasurer who shall serve until December 31, 2000.
D. Appoint the twenty-one members of the Board who shall take office effective January 1, 2001.
Section 5. Meetings.
The Board of Directors may provide, by resolution, the time and place, either within or without the State of Missouri, for the holding of regular meetings. Special meetings of the Board may be called by or at the request of the President or any three Directors. A member of the Board of Directors may participate by telephone conference.
Section 6. Notice.
Notice of any regular or special meeting shall be given in such manner and at such time as the Board of Directors may from time to time determine. 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 business due to the insufficiency of notice.
Section 7. Quorum.
A majority of the Board of Directors shall constitute a quorum.
Section 8. Manner of Acting:
Actions of the Board may be taken by votes taken in person or by mail, fax or electronic mail. The act of the majority of the directors present either in person or by voting method outlined above at meeting at which a quorum is participating shall be the act of the Board of Directors.
Section 9. Vacancies.
In case of the death or resignation or disqualification of one or more directors, a majority of the remaining directors may fill such vacancy or vacancies.
Section 10. Compensation.
Directors as such shall not receive any compensation for their services, but directors may be reimbursed for expenses incurred by them in behalf of the Corporation. The Formation Board is authorized to reimburse any member for appropriate expenses incurred prior to and during organization.
Section 11. Committees.
The Board may by resolution appoint an executive committee or such other committees as may be deemed appropriate, and may delegate any powers as may be necessary for the efficient conduct of business.
ARTICLE IV
Officers
Section 1. Number.
The officers of the corporation shall be a President, a Vice President, a Treasurer and a Secretary. All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties as may be provided in these By-laws, or, in the absence of any such provision, as may be determined by resolution of the Board of Directors.
Section 2. Election and Term of Office.
The officers of the corporation shall be elected annually by the Board of Directors. at the first meeting in September. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.
Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation would be served thereby.
Section 4. Vacancies.
A vacancy in any office, because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President.
The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation on a day-to-day basis. He shall preside at the meetings of the Board of Directors.
Section 6. Vice President
In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President.
Section 7. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds of the corporation. He shall not be required to give a bond.
Section 8. Secretary.
The Secretary shall keep the minutes of the meetings of the Board of Directors, shall see that any notices required to be given are given and shall be custodian of the corporation records and of the seal of the corporation and in general shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
ARTICLE V
Contracts and Fiscal Affairs
Section 1. Contracts.
The Board of Directors may authorize any officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.
Section 2. Checks, Drafts and Banking.
All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by such officer or officers as the Board of Directors may determine by resolution.
ARTICLE VI
Fiscal Year
The fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year.
ARTICLE VII
Indemnification of Officers and Directors
Against Liabilities and Expenses in Actions
Each director or officer, or former director or officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve; provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such director or officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the board of directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or officer involved was not guilty of negligence or misconduct. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a Court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.
ARTICLE VIII
Amendments
These By-laws may be altered, amended or repealed and new By-laws may be adopted at any regular or special meeting of the Board of Directors.
CERTIFICATION OF ADOPTION
The undersigned attorney, being present at the organizational meeting of the Formation Board in Jefferson City on the 12th day of September, 2000, at which a quorum was present, hereby certifies that the foregoing Bylaws were adopted by majority vote of the Formation Board on that date.
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John D. Landwehr
COOK VETTER DOERHOFF & LANDWEHR
231 Madison Street
Jefferson City, Missouri 65101