BYLAWS OF THE 

MUSEUM HILL NEIGHBORHOOD ASSOCIATION, INC. 




ARTICLE I:  NAME


  1. NAME:  The name of the organization shall be the Museum Hill Neighborhood Association, Incorporated, hereinafter also referred to as “MHNA.”  The Museum Hill Neighborhood Association, Inc. is a nonprofit corporation, organized for educational and charitable purposes. 


  1. BOUNDARIES:  The area shall be the Museum Hill Historic District, which is further defined by the city plat attached here to and made a part of these bylaws, see Attachment A.


ARTICLE II:  PURPOSE


  1. The purpose of MHNA is to preserve, promote, improve, develop and assist in development of the buildings, structures and neighborhood located within and contiguous to the immediate geographical area commonly referred to as Museum Hill, in St. Joseph, Missouri and all other legal powers permitted General Not for Profit Corporations. 


  1. To promote, encourage and further outside investment into the Museum Hill Historic District, in particular, and the greater Saint Joseph area, in general. 



ARTICLE III:  MISSION STATEMENT


  1. The objective of the Association shall be to enhance the livability of the Museum Hill Neighborhood by working to create a beautiful, safe, and healthy way of life.


  1. To conduct social activities that create a greater sense of neighborhood pride, enhancing property values, and promoting a sense of community among the residents.



ARTICLE IV:  MEMBERSHIP


  1. ELIGIBILITY FOR GENERAL MEMBERSHIP:  Any current resident of, or owner of property in, or who owns a place of business that operates within the recognized boundaries of the MHNA is eligible for membership in the association upon completion of an application for membership form and payment of the annual dues.  Membership may be terminated by resignation and shall terminate at once for anyone who ceases to reside, own property or operate a place of business or institution within the boundaries of the district. 


  1. SUPPORTING MEMBER:  Any nonresident living or business owner operating outside the recognized boundaries of the MHNA is eligible for a Supporting Membership in the Association upon completion of an Application for membership form, payment of the annual dues and by a majority vote of the membership at a regularly scheduled association meeting.  A Supporting Membership entitles the person to information regarding the Association, receiving email updates, participation in neighborhood events and also includes voting rights.  Supporting Members cannot serve as a member of the executive board. 


  1. NON-DISCRIMINATION:  The Association shall afford equal opportunities for participation in the Neighborhood Association to all persons who meet the membership qualifications regardless of race, color, sex, national origin, age, disability, religion, gender, marital status, or sexual orientation. 


  1. ANNUAL DUES:  Annual membership dues are $20 per person, per residential address or $30 per business, per year, unless changed by a simple majority vote of the members in attendance at the annual meeting.  Dues are to be paid annually, renewable prior to each December 31.


  1. VOTING RIGHTS:  Eligible voters are those who have paid the current year’s dues, and who are at least eighteen (18) years old, including Supporting Members.  Each paying member will be entitled to one (1) vote on any given issue regardless of properties owned, rented, or managed.  There is a limit of one (1) vote per business entity.  All issues shall be decided by a simple majority vote of members present at the meetings.  Each voting member who is in good standing thirty (30) days prior to a meeting, shall be entitled to vote.  No member may vote by proxy. 


  1. VOTING BY MAIL:  Where Officers are to be elected by Members, or any changes in the Bylaws are to be voted on, or any other election is to be made whereby a count of the votes of all members may be desired, such election may be conducted by mail or by distribution ballot in such manor as the officers of the Association shall determine advisable. 


  1. RESIGNATION:  Any Member may resign by filing a written resignation with the Secretary of the Association.



ARTICLE V:  OFFICERS


  1. OFFICERS:  The Officers of the MHNA, hereinafter also referred to as “Board” or “the Board”, shall consist of eight (8) members, to include the President, Vice President, Secretary, Treasurer, Past President, and three (3) Directors At Large.  Officers shall be nominated in accordance with paragraph XII of these bylaws. 


  1. OFFICER ELECTIONS:  The officers shall be elected by a simple majority vote of the full membership at the annual meeting.  Secret written ballots may be used for voting for Officers and Board Members.  The officers must be residents, property owners or business owners within the MHNA Boundaries, (see attachment 1).  Only one (1) member of a family may serve on the board at any given time, regardless of address.  Officers shall be nominated in accordance with paragraph XIII of these bylaws.   


  1. TERM OF OFFICE:  The Officers shall be nominated by the Nominating Sub-Committee and voted on by the membership at the annual meeting. The officers shall serve a two-year term and are to serve no more than two (2) consecutive terms in the same office or until their successors are elected.  No office shall be held by the same incumbent for more than four (4) years.  If a candidate cannot be identified to fill the office, the incumbent may be asked to serve additional term.  Each Officer must be a resident, property owner or business owner within the Museum Hill Historic District.  


  1. DUTIES:  The duties of the officers are as follows;


1.  The President shall be the principal executive officer of the association and shall preside over all meetings, represent the association on public occasions, and make such committee appointments from the membership as shall be deemed advisable for the effective conduct of the work of the Association.  The President shall be an ex officio member of all committees and shall be responsible for giving notices in the manner required by these Bylaws.  If the President is unable to fulfill his/her term, the Vice President shall become the President. 


2.  The Vice-President shall assist the President as the President requests, and represent the Association on appropriate occasions.  The Vice-President shall also, in the absence of the President, perform the duties and exercise the powers of the President of the Association.  If the President is unable to fulfil his/her term, the Vice President shall become the President.  The Vice President shall also be responsible for organizing the programs as needed, at the Association General Meetings.  


3.  The Secretary shall attend all meetings of the Board and membership meetings.  The Secretary shall record votes and keep minutes of the meetings.  The Secretary maintain adequate records of the Association activities, and conduct such official correspondence as shall be required.  In the absence of, or in addition to the Secretary, the President may appoint an Assistant Secretary to give notice or keep the votes and minutes at a meeting. 


4.  The Treasurer shall collect, safeguard, deposit, and make disbursement of funds as directed by the Board. The treasurer shall keep accurate accounts of receipts and disbursements of all valuable effects of the MHNA.  The Treasurer shall prepare a monthly report to be presented to the Board and to the membership at each meeting.  Checks must be signed by any two (2) of the following: President, Vice President, Secretary, and Treasurer.  The Treasurer shall assist the Board in preparing an annual budget for the upcoming year, to be presented for review at the November meeting and voted upon at the Annual Meeting. The Treasurer shall also assure the preparation and submission of the annual income tax return each year, as well as any reports or filings required by the State of Missouri or any other governmental agency.  


5.  The Past President shall serve as the parliamentarian, unless the Past President declines the position.  The Past President shall clarify questions on parliamentary procedure, using the most current edition of Robert’s Rules of Order (Revised) as the Parliamentary guide.  The Past President is a voting member of the Board.  


6.  The duties of the officers shall not be limited to as enumerated above, but they may discharge in addition such duties as are assigned by the Association Membership.  


7.  Unless so authorized, no officer shall have any power or authority to bind the Association by any contract or engagement, to pledge its credit, or to render if liable pecuniarily for any purpose or in any amount.


8.  The Association shall be managed by the Board so elected with powers consistent with the Articles of Incorporation and these Bylaws of the Association.


ARTICLE VI:  BOARD ACTION THROUGH E-MAIL


  1. Any Board member may request that the President circulate a motion for Board action by e-mail notification to all other Board Members.  The President shall e-mail such motion within 48 hours of the request being made.

 

  1. The subject of such motions must be relatively minor in nature and may not involve the expenditure or obligation of more than $500, termination of membership, removal of a Board member or appointments to the Board.

 

  1. One week after the date the motion was e-mailed to the board, it will become an official act of the Board if a majority of Board members, (at least five plus the suggesting member) approves the motion by e-mail, and if no Board member, objects to acting on the motion through e-mail.


ARTICLE VII:  CONFLICTS OF INTEREST


  1. Any member of the board who has or potentially has a financial, personal, or official interest in, or conflicts (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, shall declare such conflict of interest and refrain from discussion and voting on said item.


ARTICLE VIII:  VACANCIES AND REMOVAL


  1. Any office or Board Member may be removed by a simple majority vote of the members, (excluding the Officer to be removed) of the Association at a membership meeting at which there is a quorum, on a motion to consider whether to remove a Board member.  Upon the death, removal, resignation, or incapacity of an Officer of the Board Member of the Association, a majority of the Association shall elect a successor.  


ARTICLE IX:  EMERGENCY POWERS


  1. In such cases where the Board of Directors is required to provide neighborhood response before a question can be presented to the membership, the Board of Directors must indicate to the questioner that this is the case.  They shall then present the action taken at a special or general meeting within fourteen (14) days or a lessor time for ratification by the membership, where circumstances dictate. 


ARTICLE X:  COMMITTEES


  1. The Board may create committees as needed in order to accomplish the vision of MHNA.  The chair of such committees shall be appointed by the President, with the approval of the Board.


  1. No members or committees shall contract for, or incur, any expense in the name of MHNA, without authorization from the Board.


  1. A Director appointed by the President with approval of the Board shall chair each standing committee.  MHNA Members may also be members of the standing committee.  The chair will call committee meetings as necessary in order to accomplish specific tasks or goals of the committee.


  1. Standing committee chairs shall report to the Board of Directors.  No committee may dissolve, cancel, or terminate the committee or project for which they are responsible without the consent of the majority of the Board of Directors.

  

  1. Standing Committee Chairs or a designated representative shall give a report at every regular monthly Board meeting 

 

ARTICLE XI:  STANDING COMMITTEES


The following may be standing committees, as needed:


A.  Community Communication, Promotion and Marketing Committee:


1.  To be chaired by a director at Large and co-chaired by a MHNA Member.  This Committee will strive to foster community and care amongst residents.  This will include welcoming new residents, coordinating social events throughout the year and conducting membership drives to attract new members. 

2.  This committee will also be responsible for keeping the MHNA website updated and posting community events on other social media as needed.


B.  Security Committee:


1.  To be chaired by a director at Large and co-chaired by a MHNA Member.  This committee is dedicated to neighborhood safety issues.  They will meet to discuss and implement ideas and processes to help increase the safety of the community.

2.  They will work with civic offices/organizations and neighboring communities as necessary to strategically counteract crime in the area.


C.  Landmarks and Government Liaison Committee:


1.  To be chaired by a director at Large and co-chaired by a MHNA Member.  This committee may be responsible for assuring the historic integrity of our neighborhood.  They may review and comment on plans for alterations to the exterior of existing buildings, the construction of new buildings and demolition of buildings within the district.


2.  The Chair and co-chair may be the MHNA’s representatives to the City of St. Joseph Landmarks Commission.  They may review and comment on requests for variances from homeowners for properties within the Museum Hill Historic District.  They are empowered, upon Board approval to testify before any public body on behalf of MHNA to carry out these purposes. 



ARTICLE XII:  MEETINGS


  1. PLACE OF MEETINGS:  The General meeting of the association shall be held St. Joseph City Hall First Floor Conference Room or at a place the President may from time to time select.

 

  1. REGULAR MEETINGS:  General membership meetings shall be held on the second Tuesday of each month, unless otherwise coordinated.  Changes of the date or additional meetings may be called at the discretion of the President.


  1. ANNUAL MEETING:  The annual meeting of the Association shall be held in the month November each year, if possible.  At such meeting, the Members shall elect the Officers of the Association, receive reports on the affairs of the Association, and transact any other business which is within the power of the Members.  There will be no official meeting in December, however a Holiday/Fund Raising Gathering may be held. 


  1. SPECIAL MEETINGS:  Special meetings of the Members may be called at any time by the President.  The President must, upon written notice of any two (2) members of the board, call a special meeting to be held not more than seven (7) day after the receipt of such request.  The President shall email each member of the board at least two (2) days prior to the date of the meeting.  The time, place and business to be transacted, shall be included in the email and posted on the Association website at least 48 hours prior to the meeting. 


  1. NOTICE OF MEETINGS:  A written, printed, mailed or emailed notice of each meeting, stating the place, day, and hour of the meeting, shall be given by the Secretary of the Association.  This notice shall be given at least (7) days prior to the date named for the meeting, with the exception of the regular monthly meeting for which, once a firm date, time and place have been publicized to all members, no further notice shall be required. 

   

  1. Officers and Directors are expected to attend all Board meetings.  Unexcused absences from two (2) meetings in a calendar year will result in removal from the Board.  An excused absence is defined as any absence for good cause which has been approved by the President prior to the scheduled meeting.


  1. QUORUM:  The presence of a simple majority of the Board shall be necessary to constitute a quorum for the transaction of business at all board meetings.  The members present at any properly announced meeting shall constitute a quorum at such meeting.



ARTICLE XIII:  NOMINATIONS


  1. A nominating sub-committee of four members shall be activated by the President at the August general meeting.  The nominating sub-committee shall consist of the President or Vice President, and two voting members of the association, approved by voice vote of the board members present at the July board meeting.


  1. It shall be the nominating sub-committee’s responsibility to nominate a candidate for each office and present these to the membership at the

September meeting.  The nominating committee shall contact the nominee for agreement to serve before presenting names for any position, and subsequent voting by the membership.


  1. The membership will have an opportunity to present other nominees from the floor at the October meeting.


  1. Election of the new officers and sub-committee representatives shall be voted on at the annual meeting in November.  They will assume their duties at the following January meeting.


  1. If there is only one nomination for a position, election shall be by simple majority voice vote of those present and eligible to vote.  If there should be two or more nominations, election shall be by written ballot.  Ballots shall be prepared by the Nominating Committee in October and mailed to all members who are eligible to vote.


ARTICLE XIV: AMENDMENTS

 


  1. The bylaws may be adopted, amended, or repealed by voting at any regular monthly meeting of the membership, provided that the proposed amendments to these bylaws have been submitted in writing to all voting members not less than thirty, (30) days prior to the meeting at which voting on such is conducted. 


  1. Adoption of these bylaws and any amendments shall be by a two-thirds majority vote of those present at any regular meeting of the members of the association.

  

  1. The Past President will be responsible for updating the guidelines and presenting the change to the association at the next general meeting. 



ARTICLE XV:  INDEMNIFICATION


  1. MHNA shall, to the extent legally permissible, indemnify each of its board members who may be party to a proceeding because of the individual being or having been an officer to the fullest extent possible.


  1. MHNA may obtain one or more policies of insurance covering any liability it may incur hereunder and may pay any premiums required thereon.  The maintenance of any such insurance policy shall not relieve MHNA of any obligation hereunder except that the proceeds of any such policy may be used to reimburse MHNA for any payments made to an indemnified party, pursuant to this article. 


ARTICLE XVI:  DISSOLUTION


  1. The Museum Hill Neighborhood Association may be dissolved by a simple majority vote of eligible members.

  

  1. Upon dissolution of the Museum Hill Neighborhood Association, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.



ARTICLE XVII:  CERTIFICATION OF ADOPTION


Museum Hill Neighborhood Association, Amended BY-LAWS, fully restated and accepted on this 12th day of September, 2022.


I Natalie Ward, Secretary of the Museum Hill Neighborhood Association, (MHNA), do hereby certify that the above revised bylaws were adopted by the Membership of the Museum Hill Neighborhood Association on this 

12th day of September, 2022.



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