RESTATED BYLAWS OF
KANSAS CITY DIVERSITY COALITION
NAME, MISSION STATEMENT, PURPOSE AND OFFICES
Section 1. Name. The name of the corporation is Kansas City Diversity Coalition (hereinafter “Corporation”).
Section 2. Mission Statement. The mission statements of Corporation are:
- To facilitate leadership and coalition building for the empowerment of LGBTQIA individuals in the Kansas City Metro Area through Advocacy, Education, and Community Development.
- To offer a broad range of activities and initiatives which reach out to young and old, gay and questioning, families and singles, people of all colors, all socioeconomic classes, and cultural and spiritual backgrounds, through various community events.
Section 3. Purpose.
(a) Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
(b) The primary purpose for which Corporation is organized is to engage in any lawful activity consistent with the provisions of the Missouri Nonprofit Corporation Act and Section 501(c)(3) of the Internal Revenue Code of 1986.
(c) Corporation shall also engage in such ancillary activities as are normally related to the primary purpose for which the corporation has been formed and that are consistent with the legal requirements of the Missouri Nonprofit Corporation Act and under Section 501(c)(3) of the Internal Revenue Code.
(d) Upon the dissolution of Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 4. Corporate Offices. Corporation shall have and continuously maintain in this state a principal office and may have other offices within or without the State of Missouri as the Board of Directors may from time to time determine. The Registered Agent shall be as designated in the Articles of Incorporation or as changed from time to time by appropriate filing with the Secretary of State.
Section 1. Members. Corporation shall not have members.
Section 1. Number and Qualification. The business and affairs of Corporation shall be managed by a Board of Directors consisting of not less than three (3) and no more than ten (10). The Directors need not be residents of the State of Missouri. Although the number and qualifications of the Directors may be changed from time to time by amendment to these Bylaws, no change shall affect the incumbent Directors during the terms for which they were elected.
Section 2. Appointment and Tenure. At their annual meeting, the incumbent Directors shall elect their successors who shall hold office until the next succeeding annual meeting and until their successors have been elected and qualified, unless their service is earlier terminated because of death, resignation, or removal.
Section 3. Vacancies. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or a special meeting called expressly for that purpose. Vacancies caused by any other cause may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 4. Quorum. A majority of the number of Directors fixed by the Bylaws shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present, shall be the act of the Board of Directors. If less than a quorum is present at any meeting, the majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 5. Annual Meeting. The annual meeting of the Board of Directors shall be held at such date and time as shall be designated by the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the President or a majority of the Directors then in office and shall be held at the principal office of the Corporation or at such other place, either within or without the State of Missouri, and at such date and time as the notice may state.
Section 7. Notice. Notice of the date, time and place of a special meeting shall be mailed to each Director at his or her last known address at least three (3) days prior to the date of holding the meeting. Any Director may waive notice of any meeting. The attendance of a Director at a 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting.
Section 8. Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or of any committee, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all the Directors, or all the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote. The consent may be executed by the Directors in counterparts. Copies or facsimile signatures shall be deemed originals.
Section 9. Voting. At all meetings of the Board of Directors, each Director shall have one (1) vote.
Section 10. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 11. Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, appoint an executive committee and one or more committees, each committee to consist of two (2) or more Directors of the Corporation, which committees shall, to the extent permitted by law, have and may exercise such powers of the Board of Directors in the management of the business and affairs of the Corporation as shall be delegated to them.
Section 12. Telephonic Meetings. The Board of Directors or any committee appointed by the Board of Directors may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 13. Removal. One or more of the Directors may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the Board of Directors. Removal as a Director shall also constitute removal from all offices and committees.
Section 14. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Executive Director effective upon receipt by the Executive Director, unless the notice of resignation specifies a future effective date for the resignation. Any pending vacancy may be filled prior to the effective date of the resignation, but the successor shall not take office until the effective date of the resignation.
Section 15. Compensation. The Directors will not be entitled to any compensation for their services as Directors.
Section 1. Number and Qualification. The officers of the Corporation shall be a President, one or more Vice Presidents (as the Board of Directors shall determine), a Secretary, a Treasurer and such other officers and agents as may be deemed necessary by the Board of Directors. Any two or more offices may be held by the same person.
Section 2. Election and Tenure. The officers of the Corporation shall be elected by the Board of Directors at its annual meeting. Each officer shall hold office for a term of two (2) years, or until his or her successor shall have been duly elected and shall have become qualified, unless his or her service is terminated sooner because of death, resignation or otherwise.
Section 3. Removal. Any officer of Corporation, elected or appointed by the Board of Directors, may be removed by the Board of Directors whenever in its judgment the best interest of Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies. Vacancies occurring in any office by reason of death, resignation or otherwise may be filled by the Board of Directors at any meeting.
Section 5. Duties and Authority of Officers.
(a) President. The President must be a director of the Board of Directors. The President shall be the chief executive officer of Corporation and shall preside as Executive Director at all meetings of the Board of Directors and shall in general supervise and control all of the business and affairs of Corporation. The President may sign, with the Secretary or any other proper officer of Corporation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of Corporation or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
(b) Vice President. In the absence of the President, or in the event of his or her death, inability or refusal to act, the Vice President (or in the event there shall be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any such designation then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign and shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
(c) Secretary. The Secretary shall attend and keep minutes of the meetings of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
(d) Treasurer. The Treasurer shall have charge and custody and be responsible for all funds and securities of Corporation, receive and give receipts for all securities and monies due and payable to Corporation from any source whatsoever, deposit all such monies in the name of Corporation in such banks, trust companies, or in other depositories as shall be collected in accordance with the provisions of these Bylaws, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 6. Salaries. Neither the Directors nor the officers as such shall receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum for expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; but nothing herein contained shall be construed to preclude any Director or officer from serving Corporation in any other capacity and receiving compensation therefore.
The funds of Corporation shall be deposited in such banks, trust funds or depositories as the Board of Directors may designate and shall be withdrawn upon the signature of the President or upon the signatures of such other person or persons as the directors may by resolution authorize.
Except as otherwise provided by law or by specific provisions of these Bylaws, the Bylaws and the Articles of Incorporation may be amended or repealed by the Board of Directors at any annual, regular or special meeting of the Board of Directors called for that purpose, by a two-thirds (2/3) vote of the Directors then in office.
WAIVER OF NOTICE
Whenever any notice is required to be given to any Director of Corporation under the provisions of the Articles of Incorporation, these Bylaws or the Missouri Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. If all Directors shall be present and participate in any meeting, the same may be held without notice of waiver of notice to the same effect as if notice had been given as hereinbefore provided.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the extent permitted by law, Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of Corporation, by reason of the fact that he or she is or was a Director or officer of Corporation against expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The indemnity provided for by this Article shall not be deemed to be exclusive of any other rights to which those indemnified may be otherwise entitled, nor shall the provisions of this Article be deemed to prohibit Corporation from extending its indemnification to cover other persons or activities to the extent permitted by law or pursuant to any provision in the Bylaws.
The Board of Directors shall determine the need, duties, salaries, and responsibilities of staff, if any.
- Corporation shall keep minutes of all Board of Director meetings and of all Board of Director actions without meetings. Corporation shall maintain appropriate account records.
- Corporation shall keep at its principal office its Articles of Incorporation, its Bylaws, its required minutes as described above, its latest annual registration report, and appropriate financial statements in support of its continue tax-exempt status.
- Corporation records may be inspected as required by RSMo. 355.826.
- At all Board of Directors meetings, the Board of Directors shall make Corporation reports and shall make an annual report at the first Board of Directors meeting following the beginning of the fiscal year.
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No Director, officer or employee of or member of a committee of or person connected with Corporation, or any other private individual shall receive any of the net earnings or pecuniary profit from the operations of Corporation; provided, however,this provision shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for Corporation in effecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of Corporation.
CONFLICT OF INTEREST POLICY
Section 1. Purpose. The purpose of the conflict-of-interest policy is to protect Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director or officer of Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions.
(a) Interested Person. Any Director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(i) An ownership or investment interest in any entity with which Corporation has a transaction or arrangement;
(ii) A compensation arrangement with Corporation or with any entity or individual with which Corporation has a transaction or arrangement; or
(iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph (b), a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures.
(a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
(b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest.
(i) An Interested Person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(ii) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(iii) After exercising due diligence, the governing board or committee shall determine whether Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
(d) Violation of the Conflicts of Interest Policy.
(i) If the governing board or committee has reasonable cause to believe an Interested Party has failed to disclose actual or possible conflicts of interest, it shall inform the Interested Party of the basis for such belief and afford the Interested Party an opportunity to explain the alleged failure to disclose.
(ii) If, after hearing the Interested Party’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the Interested Party has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation.
(a) A voting member of the governing board who receives compensation, directly or indirectly, from Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
(b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
(c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements. Each Director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
(a) Has received a copy of the conflicts of interest policy;
(b) Has read and understands the policy;
(c) Has agreed to comply with the policy; and
(d) Understands Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews. To ensure Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
THE UNDERSIGNED does hereby certify that the above and foregoing Bylaws of Corporation were duly adopted by the Board of Directors of Corporation on the day below written.