Bylaws of the Native Sons and Daughters of Greater Kansas City
ARTICLE OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, for the purpose of forming, in connection with others, a corporation under the laws of Missouri, relating to the benevolent, religious, scientific, educational and miscellaneous associations under Article Ten, Chapter 32, of the Revised Statutes of Missouri, 1920, and amendments thereto, have entered into the following agreement:
FIRST: The name of the corporation shall be THE NATIVE SONS OF KANSAS CITY.
SECOND: Its location shall be in
THIRD: Its duration shall be perpetual.
FOURTH: A. This corporation is a not-for-profit corporation and is organized and shall be operated exclusively for such charitable and educational purposes as will qualify it as an exempt organization under Internal Revenue Code 501 (C)(3) (or corresponding provision of any future United States Internal Revenue Law), and more particularly:
(1) to acquire, possess, preserve and maintain archives of historical interest, relating to the development of Kansa society and the surrounding territory, or to those who have resided therein and contributed to such development;
(2) to assist in maintaining, in the interest of the general welfare of the Kansas City Metropolitan area, both Missouri and Kansas, an unselfish interest among all citizens in its municipal problems; and
(3) to make distributions to organizations that qualify as tax exempt organizations under the Code.
B: This corporation shall have and exercise all rights and powers conferred on corporations under the laws of the State of Missouri, provided, however, that this corporation is not empowered to engage in any activity which in itself is not in furtherance of its purposes as set forth in subparagraph A of this Article IV.
C: It is expressly provided that the corporation shall not have the following powers and is prohibited from exercising same:
(1) to engage in any activity not permitted to be transacted by a corporation formed under the laws of the State of
(2) to do anything or perform any act which would cause it to be disqualified as a corporation organized exclusively for religious, charitable, scientific, or educational purposes under the provisions of 501 (C)(3) of Internal Revenue Code of 1954 (or the corresponding provisions of any future United State Internal Revenue Law);
(3) to devote a substantial part of its activities to attempting to influence legislation by propaganda or otherwise, or directly or indirectly participate in, or intervene in (including publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office, or to have objections and engage in activities which characterize it as an action organization now defined by United State Treasury Regulations 51.501 (E)(3)-1(C)(3); and any part of the earning or profits of the corporation to the benefit of any private individual.
FIFTH: The corporation shall have the power and right: To take by purchase, gift, devise, bequest or otherwise, to take and receive under trust or in trust, and to hold, own, use and control in its corporate name, all trusts created as aforesaid; to contract and be contracted with; to buy, sell, convey, mortgage, hypothecate, lease, let and otherwise acquire or dispose of property, real, personal or mixed; to borrow money and issue notes, bonds or other obligations and evidences of indebtedness, and to secure the payment of any of the same; to sue and be sued in any legal proceedings; and to have and possess all other general powers conferred upon similar corporations by law, without limitation by reason of the specification of powers herein.
SIXTH: The original membership of the corporation shall consist of those persons who now constitute the membership of the voluntary association or society, known as THE NATIVE SONS OF KASAS CITY . Other members may be admitted as provided in the Bylaws, in force from time to time: provided that to be eligible for membership in the corporation, the application my be a Native Son, born at least twenty-one years prior to the date of his application for membership, and while his parents were domiciled within the metropolitan limits of Kansas City, consisting only of the counties of Jackson, Clay, Platte, Cass and Ray in Missouri and the counties of Wyandotte and Johnson in Kansas. Members shall have such privileges and be grouped in such classes as may therein be provided, and the membership, both of the original members and of the members hereafter admitted, shall be subject to termination as may be provided in such Bylaws.
SEVENTH: The corporation shall be managed and conducted by a Board of Directors, consisting of such number of persons, and elected in such manner, as may be provided by the Bylaws, in force and effect at the time of election of directors.
The following named persons, who shall hold office until new directors are elected, pursuant to the Bylaws shall constitute the first Board of Directors, to-wit: Herman T. Tabor, Dr. Abram Miller, Flournoy Quest, Eugene H. Blake, Cecil E. Lovejoy, James Anderson, Samuel A. Dew, Edward B. Garnett, Spencer F. Harris, W.R. Hornbuckle, Morton T. Jones, Alfred M. Seddon, Kenneth W. Tapp, Howard R. Winter, Francis A. Wright.
EIGHTH: The following named persons, who shall continue in office until new officers of the Association are elected, pursuant to the Bylaws, shall constitute the first officers of the corporation, with the usual powers and duties usually conferred upon them by the Bylaws, to-wit:
President Herman L. Taber
Vice President Dr. Abram Miller
Flournoy Quest
Secretary Eugene H. Blake
Treasurer Cecil E. Lovejoy
Historian James Anderson
NINTH: The
corporation reserves the rights to amend, alter, or repeal any
provisions contained in its Articles of Agreement by affirmative vote
of two-thirds of the members present at any meeting of the members,
notice that an amendment to the Articles is to be considered having
been given in the call of the meeting. Such amendment shall become effective in the manner prescribed by the statutes of
BYLAWS
(Adopted at Membership Meeting of January 4, 1938)
(As revised up to December 31, 1997)
I: Members
a) To be eligible for membership in the corporation, the applicant must be a Native Son, as defined below, born at least twenty-one years prior to the date of his application for membership.
b) Native Son means a person,
i.) who was born in Metropolitan Kansas City; or
ii.) who was born out of Metropolitan Kansas City but at the time of his birth, his parents were domiciled in Metropolitan Kansas City.
iii.) For this purpose Metropolitan Kansas City, includes only the counties of
c) Each applicant for membership in the corporation shall make application in writing to the corporation. Such application must be first approved unanimously by the committee on membership of the corporation, and upon favorable action by said committee, submitted for final approval to the Board of Directors of the corporation at a regular or called meeting of the Board of Directors of the corporation. No vote of the membership at large shall be required to admit a new member. Each application must be accompanied by a remittance by the applicant of an initiation fee as set by the directors and approved by the membership. Each new member upon installation shall receive at no additional cost to him a certificate of membership, and, also, a receipt for his dues paid for the year. If a member is initiated October first or thereafter his receipt for dues shall cover the following year in full.
d) A
charter member of the corporation is defined as one who either signed
the call for the original organization meeting of the Native Sons
Society held on
e) Associate members shall be those persons desirous of joining Native Sons because of their beliefs in, and support of, the goals of the organization, but who are not otherwise eligible for membership because they are not Native as defined by subsection (b) above. Associate members shall have all the privileges, and be subject to the same responsibilities, as regular members with two exceptions: Associate members are not eligible to vote in membership meetings, and are not eligible to hold any elective office under Article IV hereof. Associate members shall be eligible for all appointive offices and committee positions.
II: Membership Dues
The annual membership dues shall be due and payable on the first day of January of each calendar year. Members whose annual dues are not paid by April 1st shall be dropped from the membership of the corporation. Any such dropped member may be reinstated:
First: If the reinstatement is in the same calendar year in which he was dropped, then upon payment of the dues, which he should have paid before April 1st of that year.
Second: If reinstatement after the calendar year in which he was dropped, then the dues required for reinstatement shall be the dues, which were owing at the time he was dropped plus the dues for the calendar year of reinstatement.
Each member of the corporation shall pay dues as determined by the Directors and approved by the membership.
III: Annual Meeting
The annual meeting of the corporation shall be held during the month of October of each year at a place and time to be designated by the President of the corporation by at least two weeks written notice mailed to the members of the corporation, at which meeting the principal order of business shall be the election of officers and directors of the corporation for the next ensuing calendar year. The officers and directors elected at said annual meeting of the corporation shall take charge of the affairs of the corporation of the first day of January following their election.
IV: Officers and Directors
The officers of this corporation shall be a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer and an Historian, each of whom shall hold office of a term of one year, or until his successor has assumed office, and none of said officers shall be eligible to succeed himself in the same office except the Secretary, Treasurer, and the Historian, each of which officers may be elected respectively to succeed himself in office. The corporation shall furnish a fiduciary bond, at the expense of the corporation for the Treasurer and the Executive Secretary in such amount as shall be approved by the Board of Directors.
The policies and activities of the corporation shall be managed, directed, and controlled by a Board of Directors, consisting of the above named officers of the corporation, and up to twelve other directors, who shall be elected at the annual meeting of the corporation and shall hold office for one year, and who shall be eligible for reelection as directors.
V: Mode and Method of Election
The President of the corporation, at least three weeks prior to each annual election, shall appoint a committee of five members of the corporation, three of whom shall not be directors, to be known as the Nominating Committee, whose duty it shall be to nominate and to mail to the members of the corporation at least two weeks prior to said annual election, a list of candidates for officers and directors of the corporation (only one person to be nominated in each of said offices) for the next ensuing calendar year, but any other five members of the corporation in good standing may nominate a candidate or candidates for said officers, or for any of said offices, and mail the same over their signatures to the members of the corporation, at least one week prior to the annual election of the corporation, and all the candidates thus nominated for the position as officers and directors, and no others, shall be voted on by the members at the annual meeting of the corporation.
VI: Vacancies in Officers and Board of Directors
In case of vacancy in any office of the corporation or in case of a vacancy on the Board of Directors, from any cause, the Board of Directors may elect from the members of the corporation a person to fill the unexpired term of such officer or director of the corporation. All officers and directors shall serve without compensation.
VII: Directors Meeting
The President of the corporation shall call meetings of the Board of Directors, or whenever requested by a majority of the Board of Directors, provided, however, that at least one meeting of the Board of Directors shall be held during each quarter of each calendar year. Seven members of the Board of Directors shall constitute a quorum for the transaction of business.
VIII: Quorum of Members
Twenty-five members of the corporation in attendance at any regular or called meeting of the corporation shall constitute a quorum for the transaction of business.
IX: Committees
The President of the corporation shall appoint as standing committees of the corporation:
1) a committee on membership;
2) a program committee;
3) a memorial committee;
4) a committee on archives;
5) an executive committee;
6) a nominating committee;
7) an advisory committee; and those as established by the Board of Directors upon 2/3-majority vote.
The committee on membership shall consist of no less than three members of the corporation, who shall examine and pass upon each application for membership in the corporation, and if committee unanimously approve such application, shall submit the application to the members of the corporation for approval.
The program committee shall consist of no less than three members of the corporation, and with the cooperation of the President and Secretary, shall arrange and provide a program for each meeting of the corporation.
The memorial committee shall consist of three members of the corporation. Upon the death of any member of the corporation, and as shortly thereafter as it is practicable, the committee shall prepare, in writing, a memorial in respect to such deceased member of the corporation, which memorial shall be filed and recorded by the Secretary of the corporation in the permanent records of the corporation. The committee or the Secretary of the corporation shall mail written copies of such memorial to the widow of such deceased member of the corporation, or to the next immediate members of the deceased s family.
The committee on archives shall consist of no less then three members whose duties it shall be to collect and preserve in some suitable place and manner the historic records and documents of the corporation, including articles, pictures and data of general historical interest to Kansas City, Missouri, and vicinity. The Historian shall constitute one member of this committee.
The executive committee shall consist of the president, first vice president, second vice president, secretary, treasurer, and the immediate past president of the corporation. The duties of the executive committee shall include serving as liaison between the board of directors and the corporation trustee managing the corporation s trust funds.
The President of the corporation shall appoint a nominating committee as herein before set out in these bylaws, and may appoint such other committees as may, from time to time, be required to conduct the business of the corporation.
Members of the corporation who have served as president thereof shall constitute an advisory committee, whose experience and counsel shall be available to the officers and directors as may be desired. Said committee shall hold at least one meeting in November of each year, to be called by the outgoing President, who shall serve as chairman for the following year. He shall invite the newly elected president to attend such meeting.
The President and Secretary of the corporation shall be ex-officio members of all committees.
X: Annual Reports of Secretary and Treasurer
At the end of each calendar year, a statement shall be made in writing and filed with the corporation, by the Secretary and Treasurer, showing all moneys received by the corporation, and how expended, which statement shall be on file and open to inspection of all members of the corporation and shall be submitted for approval to the membership of the corporation at the first meeting of the corporation thereafter.
XI: Meetings of the Corporation
Regular meetings of the members of the corporation shall be held at least four times during each calendar year, on the call of the President or the corporation, or upon call of a Vice-President of the corporation, or of the Board of Directors, the call of each meeting to be mailed to the members of the corporation at least five days prior to the date of the meeting, which call shall state the place and time of the meeting.
XII: Order of Business
At each meeting of the Board of Directors, and at each meeting of the members of the corporation, the following general order of business shall be observed, it specifically requested by any member of the corporation present; otherwise, the order of business shall be as directed by the presiding officer of the meeting:
1. Meeting called to order by presiding officer and record of attendance made.
2. Reading of minutes of previous meeting of the corporation, or Board of Directors.
3. Communications.
4. Report of the Treasurer.
5. Report of Secretary.
6. Report of membership committee and Board of Directors on applications, and approvals of, for membership.
7. Special order of business.
8. Unfinished business.
9. Reports of committees.
10. General or new business.
11. Entertainment program.
12. Adjournment.
XIII: Amendments to Bylaws
The bylaws of the corporation may be amended by two-thirds affirmative vote of the members of the corporation present at any meeting of the corporation, provided that either (1.) said amendment has been duly adopted by the Board of Directors and recommended to the membership for approval; or (2.) notice of the proposed amendment containing the substance thereof in writing subscribed by three members of the corporation, shall be given and publicly read at the next meeting of the corporation prior to the taking of a vote thereon