Return to Home Page of Missouri Association of Sewer Districts MISSION STATEMENT

The Missouri Association of Sewer Districts is dedicated to safeguarding public health and safety by preserving, protecting and improving the quality of Missouri's water environment by promoting wastewater collection and treatment to individuals, municipalities, sewer districts, and industry, and shall provide a forum for education and the exchange of information that promotes sound environmental policy, in addition to building alliances among sewer districts throughout the State.
 
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BY-LAWS OF MISSOURI ASSOCIATION
OF SEWER DISTRICTS
A MISSOURI GENERAL NOT-FOR-PROFIT CORPORATION


ARTICLE I.


PURPOSES AND RESTRICTIONS.


The purposes of the Corporation shall be those non-profit purposes stated in the Articles of Incorporation, as may be amended. No part of the earnings or assets of the corporation shall be used to fund political campaigns for individual elective offices or appointments thereunder. No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Incorporation.


The corporation shall act to further and advance the following purposes:


  • Provide a non-profit organization consisting of membership of non-municipal publicly owned and operated sanitary sewer districts organized under the Missouri Constitution or Revised Statutes of Missouri for the purpose of improving public health and promoting the economic and efficient treatment, collection and disposal of commercial and residential wastewater.

  • Provide a network of and for non-municipal governmental wastewater managers and other persons or entities becoming members of the corporation to enhance the improvement, operation and maintenance of non-municipal public wastewater collection and treatment facilities.

  • Develop educational documents and programs that will help form the materials for ongoing waste water management training and public information concerning public wastewater management.

  • Actively participate in public and private efforts in the development and acceptance of new and improved practices, policies, laws and regulations for non-municipal publicly owned and operated sanitary sewer districts.



ARTICLE II.


OFFICES.


The principal office of the Corporation in the State of Missouri shall be located in Columbia, Missouri. The Corporation may have such other offices within or without the state of Missouri as the board of directors shall determine.


The registered office of the Corporation required under the laws of the State of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time in conformity with the laws of the State of Missouri.



ARTICLE III.


MEMBERSHIP.


The Corporation shall have membership and the rights and privileges of membership shall be governed by the following regulations:


A. Membership - Voting membership in the corporation shall be open to non-municipal publicly owned and operated sewer districts organized and operated under the Missouri Constitution or Revised Statutes of Missouri that pay membership fees in accordance with written policies prepared and adopted by the Board of Directors. The Board of Directors by majority vote may extend voting membership to newly formed non-municipal publicly owned and operated sewer districts organized and operated under the Missouri Constitution or Revised Statutes of Missouri without payment of membership fees, provided that any such member shall be required to pay membership fees once it has customer revenue. Further, the Board of Directors shall at no time be composed of a majority of voting members that do not pay membership fees as prescribed by majority vote of the Board of Directors. The Board of Directors at least annually shall review the status of voting members which do not pay membership fees and may terminate the membership and voting privileges of any member which does not pay membership fees when due upon written notice. Associate membership shall be available under written policy established by the Board of Directors, but associate members shall not be permitted to vote on matters requiring a vote under the Articles of Incorporation or these by-laws. (revised 5-25-05)


B. Membership Meetings - The voting members shall meet at least annually at the principal office of the corporation or such other place within or without the state of Missouri as may be designated from time to time by the Board of Directors. Annual meetings of the voting members and associate members shall be held on such date or dates established by the Board of Directors. Special meetings of the membership for any purpose whatsoever may be called at any time and place as the Board of Directors may prescribe.


C. Voting - Voting shall be restricted to those sewer districts which are voting members of the corporation under the Articles of Incorporation; each sewer district which is a voting member shall be entitled to one vote by a representative appointed by a sewer district entitled to vote. Associate members shall not be entitled to vote except in an advisory capacity as determined by the Board of Directors. Voting by voting members of the corporation for the election of directors shall be by voice unless any member demands a ballot vote before voting begins. Voting may be conducted by written proxy or, if not challenged by the Board of Directors, by verbal proxy.


D. Notice of Meeting - Notice of annual or special meetings of the membership shall be given in writing stating the agenda, place, date and time of the annual or special meeting of the membership, given not less then ten days and, if notice is mailed by other than first class mail, not less than thirty days and no more than 60 days before the meeting date. Notice of any annual or special meetings shall also describe the matter or matters which must be approved by the voting membership as prescribed by law and contain a general description of the matter or matters for which the meeting is called. Any member may waive notice of any meeting by a signed writing executed by the member entitled to notice and delivered to the corporation for inclusion in the minutes of the meeting for filing with the corporate records, or by the member=s attendance at the meeting, unless the member objects to holding the meeting or transacting business at the meeting if such objection is made at the beginning of the meeting.


E. Quorums - A quorum of the voting membership shall consist of at least a majority of the membership entitled to cast a vote on any matter. Unless two thirds of the voting membership entitled to vote is present in person or by proxy at any meeting, no matter concerning these bylaws may be voted upon; otherwise, a quorum shall be sufficient to vote on any matter or business authorized or permitted to be voted upon.



ARTICLE IV.


BOARD OF DIRECTORS.


A. Management Powers. All corporate powers of the association shall be exercised by, or under authority of the Board of Directors and the business and affairs of the corporation shall be controlled by the Board of Directors, subject, however, to such limitations as are imposed by the Missouri Non-Profit Corporation Act, the Articles of Incorporation, or these By-Laws, as to actions to be authorized or approved by the members. The Board of Directors may, by contract or otherwise, give general or limited or special power and authority to the officers and employees of the corporation to transact the general business, or any special business, of the corporation, and may give powers of attorney to agents of the corporation to transact any special business requiring such authorization.


B. Number and Qualification of Directors. The authorized number of directors shall be seven. The directors will be elected at the first meeting of the corporation and thereafter at the annual corporation meeting. Directors must be full members of the corporation. No full member sewer district shall have more than one person on the board of directors representing the member sewer district.


C. Election and Term of Office. The term of office shall be two years. Three directors shall be elected on even years and four directors shall be elected on odd years by the members entitled to vote, and shall hold office until successors are elected, or resignation, or removal from office. Four of the Directors on the first Board shall serve only one year, but shall be eligible to be elected to a full two year term upon the expiration of their initial one year term. Elections for members of the Board of Directors and/or Officers shall be conducted in June of each year unless another month is chosen by a majority vote of the Board of Directors; elected Directors and Officers shall begin their term of office on the first day of the next month succeeding their election.


D. Vacancies. Vacancies on the Board of Directors may be filled by a majority of the remaining directors. Each person so elected shall be a director until his successor is elected by the members, who may make such election at the next annual meeting of the members or at any special meeting duly called for that purpose and held prior thereto. The members may elect a director at any time to fill any vacancy not filled by the directors.


E. Removal of Directors. The entire Board of Directors or any individual director may be removed from office in the manner provided by Missouri law. A director's office shall be vacant until filled as provided in Section D.


F. Place of Meetings. All meetings of the Board of Directors shall be held at the registered office of the corporation or at such place within or without the state as may be designated from time-to-time by the board.


G. Regular Meetings. Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the members of this association.


H. Special Meetings- Call and Notice. Special meetings of the Board of Directors shall be called for any purpose at any time by the President or, if he is absent or unable or refuses to act, by any Vice-President or any two Directors. Notwithstanding the notice required for annual meetings, written notice of the special meetings, stating the time, and in general terms the purpose or purposes thereof, shall be mailed or transmitted by regular mail, electronic mail, facsimile or personally delivered to each Director not less than two (2) days nor more than fifty (50) days before the day appointed for the meeting. Special meetings may be conducted in person, by conference telephone call, or by any method or combination of methods acceptable to a quorum of the Board of Directors.


I. Quorum. Four of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a quorum shall be regarded as the act of the Board of Directors, unless a greater number be required by the Articles of Incorporation. An individual Director may designate a proxy to attend meetings and vote on their behalf written proxy or, if not challenged by the Board of Directors, by verbal proxy.


J. Board Action without Meeting. Any action required or permitted to be taken by the Board of Directors, may be taken without a meeting, and with the same force and effect as a unanimous vote of directors, if all members of the board shall individually or collectively consent in writing to such action.


K. Adjournment - Notice. A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned. In the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn from time-to-time until the time fixed for the next regular meeting of the board.


L. Conduct of Meetings. The President, or, in his absence, the Vice-President or any director selected by the directors present shall preside at meeting of the Board of Directors. The Secretary of the corporation, or in his/her absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors.

  1. Compensation. Directors and members of committees shall serve without compensation except for reimbursement for expenses, as may be fixed or determined by resolution of the board.




ARTICLE V.


OFFICERS.


A. Number and Election. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also elect one or more additional Vice Presidents, Assistant Secretaries and Assistant Treasurers. All officers shall be elected at the annual meeting of the Board by a majority of those Board members present including newly-elected members, and said officers shall hold office at the pleasure of the Board for a term of one (1) year or until their successors shall have been elected and qualified. Where a vacancy occurs in an office, it shall be filled by the Board for the unexpired term. Any two or more offices, except the office of President and Vice President or President and Secretary, may be held by the same person.


B. President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors, shall have the power to transact all of the usual, necessary and regular business of the Corporation as may be required and, with such prior authorization of the Board as may be required by these Bylaws, to execute such contracts, deeds, bonds and other evidences of indebtedness, leases, and other documents as shall be required by the Corporation; and, in general, the President shall perform all such other duties incident to the office of President and chief executive officer and such other duties as may from time to time be prescribed by the Board of Directors.


C. Vice President. The Vice President shall act as chief executive officer in the absence of the President and, when so acting, shall have all the power and authority of the President. Further, the Vice President shall have such other and further duties as may from time to time be assigned by the Board of Directors.


D. Secretary. The Secretary shall record and preserve the minutes of the meetings of the Board of Directors and all committees of the Board, shall cause notices of all meetings of the Board of Directors and committees to be given, and shall perform all other duties incident to the office of Secretary or as from time to time directed by the Board of Directors or by the President.


E. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation, shall deposit such funds in such bank or banks as the Board of Directors may from time to time determine, and shall make reports to the Board of Directors as requested by the Board. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the Corporation, that reports of such transactions are presented promptly to the Board of Directors, that all expenditures are presented promptly to the Board of Directors, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment. The Treasurer shall further perform such other duties incident to the office and as the Board of Directors or the President may from time to time determine.


F. Removal and Resignation. Any officer may be removed, with or without cause, by the vote of a majority of the entire Board of Directors at any meeting of the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.



ARTICLE VI.


GENERAL PROVISIONS.


A. Contracts, Etc., How Executed. Except as in these Bylaws otherwise provided or restricted, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount unless in the ordinary course of business.


B. Loans. Unless in the ordinary course of business, no loans shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors in accordance with the provisions of these Bylaws. To the extent so authorized, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company, or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation, and when authorized as aforesaid, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the Corporation as security for the payment of any and all loans, advances indebtedness and liabilities of the Corporation, and to that end may endorse, assign and deliver the same.


C. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies or other depositaries as the Board of Directors may select or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors.


D. Checks, Drafts, Etc. All checks, drafts or other orders form payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the President, or in the President=s absence by the Vice President, or the Treasurer or such officer or officers, agent of agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors in accordance with the provisions of these Bylaws. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries may be made without countersignature, by the President, Vice President or Treasurer, or by any other officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand-stamped impression in the name of the Directors.


E. General and Special Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board of Directors may select and may make such rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as they may deem expedient.



ARTICLE VII.


RECORDS AND REPORTS.


A. Records of Corporate Meetings and Member Register. The corporation shall keep, at its registered office, complete records of all the proceedings of the Board of Directors and members and a member register giving the names of the members in alphabetical order and/or by county and showing their respective addresses and telephone numbers.


B. Copies of Resolutions. Any person dealing with the corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or members, when certified by the President or Secretary.


C. Books of Account. The corporation shall keep appropriate and complete books of account.


D. Inspection of Books and Records. All books and records provided for by statute shall be open to inspection of the directors and members from time-to-time and to the extent expressly provided by statute, and not otherwise.



ARTICLE VIII.


AMENDMENTS.


These Bylaws may be amended by a majority vote of the Board of Directors.



ARTICLE IX.


CORPORATE SEAL.


The Board of Directors may elect to adopt a corporate seal, which (if one is adopted) shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words ACorporate Seal@ and AMissouri@.



ARTICLE X.


FISCAL YEAR.


The fiscal year of the Corporation shall begin July 1st and end June 31st of each calendar year.



ARTICLE XI.


INDEMNIFICATION.


Each person who is or was a director or officer of the Corporation, including the heirs, executors, administrators, or estate of such person, shall be indemnified by the Corporation to the fullest extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, costs and expenses including attorney=s fees, incurred as a result of any claim arising in connection with such person=s conduct in his or her capacity, or in connection with his or her status, as a director of officer of the Corporation. The indemnification provided by this bylaw provision shall not be exclusive of any other rights to which such director or officer may be entitled under any other bylaws or agreement, vote of disinterested directors, or otherwise, and shall not limit in any way any right that the corporation may have to make different or further indemnification with respect to the same or different person or classes of persons.


Adopted the 7th day of September, 2001.




PO Box 7233
Columbia, MO 65205-7233
(573) 441-0098
LFlorea@bcrsd.com

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