4981 S.R. U - Pomona, MO 65789
The
Gathering of Mother Earth's Children
4981 S.R. U - Pomona, MO 65789
1. The Council Spring Foundation, a not-for-profit Corporation ( the "Corporation") shall serve as a non-profit support group organized to provide monetary, volunteer and advisory support for the charitable and educational activities of the Council Spring Native American Cultural Center, a public facility which is owned and operated by the Council Spring Foundation. This shall be its primary purpose. The Council Spring Foundation is thus dedicated to providing support to the Council Spring Native American Cultural Center for the collection, preservation, exhibition and interpretation of the Natural and Cultural history of the lower and middle and upper Mississippi River Valley, and for the production of cultural and educational special events, including but not limited to festivals, musical presentations, films, educational programming, special celebrations and events. Such support may involve the operation of staff, buildings, grounds and equipment, as well as improvements to the programs, the maintenance, and the physical plant of the Council Spring Native American Cultural Center, thus enabling an expansion of the educational and charitable services and facilities currently available at the Council Spring Native American Cultural Center.
2. The Corporation shall have the power to borrow
money to be used in payment of property bought
and for erecting buildings, making improvements,
and for other purposes germane to the objects of
its creation and to secure the repayment of the
money borrowed by mortgage, pledge or deed of
trust, upon such property, real, personal or
mixed that may be owned by it; and may in like
manner secure by mortgage, pledge, or deed of
trust on existing indebtedness which it may have
lawfully contracted; and may acquire real and
personal property by purchase, gift, devise or
bequest; and to issue bonds or notes and to
secure same by mortgage of deed of trust on
corporate assets; all of which purposes are to be
carried out without profit and without shares of
stock, but simply to promote the moral, social,
and
educational welfare of its members and,
generally, to do the things that are incident and
necessary thereto.
3. This organization is a non-profit organization and does not pay dividends or interest but functions for the purpose set forth above.
ARTICLE II - OFFICES
1. The principal office shall be in West Plains, Missouri.
2. Advisors may from time to time appoint, or the business of the Corporation may require.
ARTICLE III - MEMBERSHIP MEETING
1. Meetings of the membership of the Corporation may be held either in the State of Missouri or elsewhere; but in the absence of notice to the contrary, membership meetings shall be held at the office of the Corporation in West Plains, Missouri.
2. The annual meeting of the membership of the Corporation for the election of advisors and for the transaction of such other business as may properly come before the meeting shall be held each year on the second Tuesday in July, or if that day be a legal holiday, on the next succeeding day not a legal holiday, at 6:30 p.m., at which meeting they shall elect by ballot, by plurality vote, a Board of Advisors and may transact such other business as may properly come before the meeting.
3. Ten percent (10%) of the members, in good standing and entitled to vote thereat, present in person, shall be requisite and shall constitute a quorum at all meetings of the membership for the transaction of business except as otherwise provided by law, by the Charters of Incorporation, and by these By-laws. If, however, such ten percent (10%) shall not be present or represented at any meeting of the members, the members entitled to vote thereat, present in person, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until the requisite number of members shall be present. At such adjourned meeting, at which the requisite number of members shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.
4. Written notice of the annual meeting stating the place, day and hour of the meeting shall be mailed to each member entitled to vote thereat, at such address as appears on the books of the Corporation, at least ten (10), but not more that sixty (60), days prior to the meeting.
5. Special meetings of the membership for any purpose or purposes, unless otherwise prescribed by statute, may be called (if by the Director, and shall be called by the Director or the Secretary at the written request of a majority of the Board of Advisors, or (ii) by not less than one-tenth (1/10) of all the members entitled to vote at such meeting. Such call shall state the purpose or purposes of the proposed meeting.
6 . Special meetings of the membership may be held at any time on written waiver of notice of a quorum or by the consent of all of the membership.
7. Whenever the membership is required or permitted to take any action by vote, such action may be taken without a meeting on written consent setting forth the action so taken, signed by all of the persons or entities entitled to vote thereon.
8. Written notice of a special meeting of the membership, stating the place, day and hour and the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be mailed, postage prepaid, at least ten (10) days before the date of such meeting, to each member entitled to vote thereat at such address as appears on the books of the Corporation.
9. Any member may waive notice of any meeting either before, at, or after the meeting.
10. At each meeting of membership, each member in good standing shall have one (1) vote, and every member having the right to vote shall be entitled to vote in person.
11. Any Advisor may be removed, with or without cause, at any time, by resolution adopted by the affirmative votes of a majority of the members, at any meeting of membership, whether an annual or special meeting.
ARTICLE IV - BOARD OF ADVISORS
1. The business and affairs of the Corporation shall be managed by a Board of Advisors, which shall consist of not more than twenty-five (25) nor less than Three (3) members.
2. The Board of Advisors, hereinafter sometimes referred to as "advisors", may hold their meetings at the office of the Corporation in West Plains, Missouri, or at such other place, or places, either in the State of Missouri or elsewhere, as they may from time to time determine.
3. A majority of the Board of Advisors at a meeting duly assembled shall be necessary to constitute a quorum for the transaction of business, and the vote of a majority of the advisors present at a meeting at which a quorum is present shall be the act of the Board of Advisors, unless the vote of a greater number is required by law, by the Charter, or by these By-laws.
4. No salary shall be paid the advisors of the Corporation.
5. From time to time, the advisors may approve the creation of any committee or committees for any purpose or purposes to the extent allowed by the laws and statutes of the State of Missouri, and such committees shall have such powers as shall be specified in the appointment. The Director shall have the authority to appoint the members of all such committees and committee members need not be advisors or members of the Corporation. Members of the committees appointed shall serve for one (1) year, but may be re-elected or reappointed. The following standing committees are hereby provided for:
A. Executive Committee.
(i) There shall be a committee known as the
Executive Committee it shall be composed
of the President, Vice- President, Immediate Past
President, Secretary, Treasurer and
Director of the Council Spring Native American
Cultural Center. Members of the Executive
Committee shall have terms of one (1) year from
the date of their election or appointment
and may be re-elected or reappointed.
(ii) The Executive Committee shall have all the
powers of the Board of Advisors between
the regular monthly meeting of the Board, except
as provided in Article XV. The actions of the
Executive Committee shall be reported to the
Board of Advisors at the next Board meeting.
(iii) The President of the Board of Advisors, or
in his/her absence the Vice-President, or in
their absence the Immediate Past President, shall
preside at all meetings of the Executive
Committee. Meetings of the Executive
Committee shall be called by the President and/or
the
Director of the Council Spring Native American
Cultural Center when deemed necessary.
Due
notice of the time and place of such meetings
shall be sent each member five (5) days prior to
the meeting when possible. Three (3)
members of the Committee shall constitute a
quorum.
B. Nominating Committee.
(i) There shall be a committee known as the
Nomination Committee consisting of three (3)
Advisors appointed by the President and the
Director of the Council Spring Native American
Cultural Center. The Committee shall be
chaired by the President or his/her appointee.
C. Future Planning Committee.
(i) There shall be a committee known as the
Future Planning Committee consisting of five
(5) Advisors which will be chaired by the Vice-President
or her/his appointee. Other members
shall include the Asst. Director of the Council
Spring Native American Cultural Center and the
Treasurer of the Board of Advisors.
D. Membership Committee.
(i) There shall be a committee known as the
Membership Committee consisting of each
member of the Board of Advisors. The
Committee shall be chaired by the President of
the
Board.
6. The Advisors shall serve for a term of three (3) years, or until their successor or successors shall have been elected according to the provisions set forth in these By-laws. No Advisor shall serve more than two (2) full consecutive terms; but after such service, any such Advisor may be elected as Honorary Advisor (Advisor Emeritus) by vote of the majority of the Board of Advisors. Such Honorary Advisors are intended to offer special recognition to those Advisors who have provided extraordinary service to the Board of Advisors and each person so elected shall be entitled to participate in the deliberations of the Board, but without vote and without holding office. Such persons may serve in addition to the number of Advisors otherwise permitted by the By-laws.
7. Except for free admission to Council Spring Native American Cultural Center and free parking and use of facilities, no Advisor shall receive directly or indirectly any salary, compensation or emolument relating to the operations conducted by the Corporation or enter into any contract furnishing supplies thereto except on a gratuitous basis.
ARTICLE V - POWERS OF THE BOARD OF ADVISORS
1. The Board of Advisors shall have, in addition to such powers as are hereinafter expressly conferred on it and all such powers as may be conferred on it by law, all such powers as may be exercised by the Corporation, subject to the provisions of the law, the Corporation's Charter, and these By-laws.
2. In the event a member of the Board of Advisors ceases for any reason to be a member of the Board of Advisors, then and in that event the President of the Board of Advisors shall call a special meeting of the Board of Advisors for the purpose of replacing that member by majority vote within ninety (90) days from the date the member ceases to be a member of the Board of Advisors, or at the next regular membership meeting, whichever shall come first.
3. The Advisors shall have the general management and control of the business and affairs of the organization and shall exercise all the powers that may be exercised or performed by the organization under the statutes of the State of Missouri, the Corporation's Charter, and these By-laws.
ARTICLES VI - MEETINGS OF ADVISORS
1. After each annual election of Advisors, the newly elected Advisors may meet for the purpose of organization, the election of officers and the transaction of other business, at such place, day and hour as shall be fixed by the President or the Advisors, and , if a majority of the Advisors be present at such place, day and hour, no prior notice of such meeting shall be required to be given to the Advisors.
2. Special meetings of the Advisors may be called by the President or any two Advisors on two days' notice in writing or on one days' notice by telegram to each director. The notice shall state the purpose or purposes for which the meeting is called and the place, day and hour where it is to be held. Matters not specified in the notice shall be taken up at the meeting without approval of all Advisors present.
3. Special meetings of the Advisors may be held at any time on written waiver of notice or by consent of all the Advisors.
4. A majority of the Advisors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.
5. The Advisors may take action which they are required or permitted to take without a meeting on written consent, setting forth the action so taken, signed by all of the Advisors entitled to vote thereon.
6. Regular meetings of the Board of Advisors shall be held monthly on the second Tuesday of each month at 6:30 p.m. The Board of Advisors may choose by majority vote to cancel the meeting scheduled for the following month. Any director being absent for three consecutive regular meetings may, by action of the Board, be dropped from membership of the Board.
7. The Board of Advisors shall adopt such rules and regulations for the conduct of their meetings and the management of their affairs as they may deem proper. Robert's Rules of Order shall be deemed appropriate in all instances where rules and regulations to the contrary have not been adopted.
ARTICLE VII - OFFICERS
1. The officers of the Corporation shall be chosen by the Advisors for a term of one (1) year and shall serve until their successors are elected and qualified. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and such number of Vice Presidents as the Board may, from time to time, determine and appoint. There shall also be a Chairman of the Board of Advisors, if, in the discretion of the Advisors, such office is desired. All officers shall be nominated from among the members of the Board of Advisors.
2. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board shall be subject to removal at any time, with or without cause, by the affirmative vote of a majority of the Board of Advisors.
ARTICLE VIII - THE PRESIDENT
The President shall preside at all meetings of the membership, the Board of Advisors and the Executive Committee, and he/she shall be charged with the active management and administration of the business of the corporation, with power to conduct the regular and ordinary business of the Corporation; and he/she may appoint and discharge agents and employees of the Corporation and fix their compensation subject to the general supervisory powers of the Board of Advisors; establish committees and appoint committee members who need not necessarily be Advisors or members of the Corporation; and he/she may do and perform such other duties as from time to time may be assigned to him/her by the Board of Advisors and as may be authorized by law.
ARTICLE IX - VICE PRESIDENTS
The Vice Presidents shall exercise the powers of the President and shall perform such of the duties and exercise such of the powers as the Board of Advisors shall prescribe.
ARTICLE X - SECRETARY
The Secretary shall attend all sessions of the Board, the Executive Committee and of the membership and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He/she shall give or cause to be given notice of all meetings of the membership and of the Board of Advisors and shall perform such other duties as are incident to his/her office or as may be prescribed by the Board of Advisors or the President, under whose supervision he/she shall be. He/she shall attend to the giving and serving of all notices and shall attest the signature of the Board of Advisors in all instances of conveyances and contracts and other necessary instruments. He/she shall mail a copy of the Minutes of each meeting to the Advisors not in attendance. At the discretion of the Board of Advisors, the Secretary may be and ex-officio member of the Board. In this case, the Secretary may be an employee of the Council Spring Native American Cultural Center or of one of the Board Members. If the Secretary is elected in this manner, it shall be in addition to the number of Board Members stated above. An ex-officio Secretary shall have all the duties of Secretary.
ARTICLE XI - TREASURER
1. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Advisors.
2. The Treasurer shall sign checks, drafts, notes and orders for the payment of money and generally disburse the funds. All such instruments must be countersigned by any other duly approved officer or the Director of the Council Spring Native American Cultural Center or the Assistant Director of the Council Spring Native American Cultural Center.
3. The Treasurer shall at all reasonable times exhibit the books and accounts to any Advisor upon request during reasonable hours.
4. The Treasurer shall give such bond for the faithful performance of his duties as may be fixed by the Board of Advisors.
5. The Treasurer shall keep an account of all members belonging to the Corporation.
6. All the Treasurer's records and accounts shall be audited each year by a Certified Public Accountant.
7. An Assistant Treasurer, if there be any, shall perform all the duties of the Treasurer in the latter's absence or incapacity or assist in special projects or activities relating thereto.
ARTICLE XII - FISCAL YEAR
The Board of Advisors of the Corporation shall have authority from time to time to determine whether the Corporation shall operate upon a calendar year basis or upon a fiscal year basis; and if the latter, said Board shall have power to determine when the said fiscal year shall begin and end.
ARTICLE XIII - SEAL
This Corporation shall not be required to have a corporate seal on transactions in the State of Missouri, and the use by this Corporation of a corporate seal shall not be necessary unless required by the law of the state in which the Corporation transacts business, then for that state the corporate seal of this Corporation shall consist of an imprint of the name of the Corporation, the state of its incorporation, and the word "Seal".
ARTICLE XIV - NOTICES
1. Whenever under the provisions of these By-laws notice is required to be given to any Advisor, officer, or member, it may be given in writing by depositing the same in the United States Mail, addressed to such member at such address as appears on the books of the Corporation, and addressed to such officer or director at such address as appears on the records of the Corporation; and such notice shall be deemed to be given at the time when the same shall be thus deposited.
2. Any member, advisor, or officer may waive any notice of any meeting required to be given under these By-laws either before, at, or after the meeting.
ARTICLE XV - AMENDMENTS
The By-laws, subject to the approval of the Board, may be altered or rescinded by theBoard of Advisors in any regular meeting where notice has been given that amendment will be on the agenda or at any special meeting called for that purpose. Any such amendment shall require a two-thirds (2/3) majority vote of the members present.
ARTICLE XVI - INDEMNIFICATION
The Corporation shall indemnify any advisor, director, officer, or employee, or former advisor, director, officer, or employee of the Corporation, or any person who may have served at its request as a advisor, director, officer, or employee of another corporation in which the Corporation owns shares of stock, or of which the Corporation is a creditor, and each such advisor, director, officer, or employee shall be entitled without further act on his part to indemnify from the Corporation against any judgments, expenses, including attorney fees, actually and necessarily incurred by him in connection with any action, suit, or proceeding, or any appeal therein, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a advisor, director, officer, or employee (whether or not a advisor, director, officer, or employee at the time such judgments or expenses are incurred by or imposed upon him), except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty, or to have breached his duty to the Corporation under Missouri Law. The Corporation may also reimburse to any advisor, director, officer, or employee the reasonable amounts paid in settlement and reasonable expenses, including attorney fees, of any such action, suit, or proceeding, if it shall be found by a majority of the Advisors that it was to the interest of the Corporation that such settlement be made and that such advisor, director, officer, or employee was not guilty of gross negligence or willful misconducting the performance of duty or to have breached his duty to the Corporation under Missouri Law. Such rights indemnification and reimbursement shall not be deemed exclusive of any other rights to which such advisor, director, officer, or employee may be entitled by law or under any by-law, agreement, vote of certificate holders, or otherwise. The foregoing right of indemnification shall inure to benefit of the heirs, executors, or administrators of each such advisor, director, officer, or employee, and shall in no event be construed to enlarge the rights of indemnification provided under the Missouri Law.
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