Below is a copy of KCWIFT’s bylaws as supplied in 2007.
Bylaws of Kansas City Women in Film & TV, Inc.
A Missouri Public Benefit Corporation
- ARTICLE I - Offices
Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the corporation is hereby fixed and located at Kansas City, Missouri. The Board of Directors is hereby granted full power and authority to change said principal executive office from one location to another.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places.
- ARTICLE II - Dedication of Assets/Nonpartisan Activities
Dedication of Assets/Nonpartisan Activities
Section 1. DEDICATION OF ASSETS. The properties and assets of this corporation are irrevocably dedicated to public or charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over into any organization dedicated to public or charitable purpose that is exempt from federal income tax under Internal Revenue Code Section 501(c) (3).
Section 2. NONPARTISAN ACTIVITIES. This corporation is formed under the Missouri Nonprofit Corporation Law for the public purposes as set forth in the Articles of Incorporation, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials to influence legislation. The corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes described above.
- ARTICLE III - Members
Section 1. MEMBERS. Pursuant to Section 355.096 of the Missouri Not-for-Profit Corporation Law, this corporation shall have such classes of members as determined by the Board of Directors. The Board of Directors shall prescribe the qualifications for membership for each class of membership.
Membership in Kansas City Women in Film & TV shall consist of General Members, Patron Members, Associate Members, Student Members, Friends of Women in Film, Platinum Circle Members and Honorary Members.
- A. General Members shall consist of those persons who have made application therefore, setting forth their interest and actively engaged in activities directly related to the entertainment industry.
- B. Patron Member shall consist of those persons who have made application therefore, setting forth their interest and actively engage in activities directly related to the entertainment industry. If not currently engaged, were actively so engaged in such activities within the past three years. Must have a minimum of 5 years experience in the entertainment industry which includes film, radio, television, video performing arts, music theater art and restaurants.
- C. Associate Members shall consist of those persons who have made application therefore, setting forth their interest and reserved for recent graduates, entry level professionals with 3 or less than 2 years experience in the entertainment industry. These members will be ineligible to vote.
- D. Student Members shall consist of those persons who have made application therefore, setting forth their interest and reserved for undergraduate (4 year limit) and graduate (2 year limit) student only. These members will be ineligible to vote.
- E. Friends of Women in Film shall consist of those persons who support the work of Kansas City Women in Film who may or may not meet the requirements for membership in any other existing category. It will also include those companies, academic institutions and other organizations who support the work of Kansas City Women in Film, and will include individual membership to be determined by the Board of Directors from that organization. Voting privileges will be determined by minimum membership requirements as specified in Section 1A.
- F. Platinum Circle shall consist of Legacy members: those persons with a parent, sibling or other relation who is or was a KCWIFT member and will be a lifetime membership. Voting privileges will be determined by minimum membership requirements as specified in Section 1A. It will also offer Lifetime membership for those who may or may not meet the minimum membership requirements as specified in Section 1A.
- G. Honorary Member shall consist of those persons who have received a Women in Film Crystal or Lucy Award or Mentor Award as voted upon by the Board of Directors.
Kansas City Women in Film & TV memberships are based on annual renewal with the term of said memberships beginning September 1 and running through August 31 of each year which coincides with KCWIFT’s fiscal year.
The Board of Directors shall establish annual dues as it deems appropriate. Such establishment of dues shall include method of payment and application procedure.
All initial applications to change status are subject to review and first approval by the Kansas City Women in Film & TV Membership Committee. Unless a membership is revoked by the majority of the Kansas City Women in Film & TV Board of Directors, existing members may annually renew their current membership status.
Section 2. VOTING RIGHTS. Except as provided in Section 4, Article IV hereof and as otherwise required under the Missouri Non Profit Corporation Law, members shall vote annually for candidates nominated for the Board of Directors and all other voting rights vest in the Directors.
The Board of Directors may, at its discretion, suspend the voting privilege of any Director who has been and remains in default of her financial obligations to the organization for a period of six (6) months or longer.
Section 3. PLACE OF MEETINGS. Annual and special meetings of the membership shall be held at any place within or without the State that has been designated in the notice of the meeting, or, if not stated in the notice, it shall be held at the corporation’s principal executive office.
Section 4. REGULAR MEETINGS. The annual meeting of the membership shall be held at the principal executive office of the corporation in September each year at such time and place as may be determined by the Board of Directors.
Section 5. SPECIAL MEETINGS. Special meetings of the membership for any purpose may be called at any time by the Chair of the Board or the President or Vice President or the Secretary or any Assistant Secretary, any two Directors, or members constituting five percent (5%) of the total membership as of the last day of the month preceding their call for a special meeting. Notice of the time of special meetings shall be delivered personally or by telephone or facsimile or sent to the membership by mail at least ten (10) days but not more than sixty (60) days.
A notice shall state the place, date and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time the notice is given, intends to present for action by the members but, except as provided in Section 355.251 of the Missouri Nonprofit Corporation Law, any proper matter may be presented at the meeting for such actions.
Section 6. ACTIONS AT MEETING: QUORUM AND REQUIRED VOTE. Presence of one-third (1/3) of the members as of the last date of the month preceding the meeting constitutes a quorum for the transaction of business, except as hereinafter provided. Every act or decision done or made by a majority of the members present at a meeting duly held at which a quorum is present is the act of the members, unless a greater number is required by law, the Articles of Incorporation, or these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of one or more members, provided that any action taken is approved by at least a majority of the required quorum for such meeting. Every member entitled to vote shall have the right to vote in person or by proxy, except that votes to elect directors shall be by ballot as prescribed in Section 4, Article IV hereof.
Section 7. WAIVER OF NOTICE. The transaction of any meeting of the members, however called and noticed or wherever held, shall be as valid as though held at a meeting duly held after regular call or notice, if a quorum be present, and if, either before or after the meeting, each of the members not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to her, signs a written waiver of notice or a consent to holding such meeting or in approval of the minutes thereof. A waiver of notice need not specify the purpose of any meeting of the members. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 8. ADJOURNMENT. A majority of members present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice need not be given of the new meeting, if announced at the meeting at which the adjournment is taken. No meeting may be adjourned for more than forty-five (45) days.
Section 9. Roberts Rules of Order Newly Revised shall govern the parliamentary procedures of the Program when not in conflict with these Bylaws. The order of business may be altered or suspended at any meetings by a majority vote of the active members present.
- ARTICLE IV - Directors
Section 1. POWERS. Subject to any limitations in the Articles of Incorporation and the Missouri Not-for-Profit Corporation Law, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operations of the business of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws.
- A. To select and remove all the officers, agents, and employees of the corporation: prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles or these Bylaws; fix their compensation; and require from them security for faithful service.
- B. To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefore not inconsistent with law, or with the Articles or these Bylaws, as they may deem best.
- C. To adopt, make, use or alter the form of the corporate seal.
- D. To borrow money and incur indebtedness for the purposes of the corporation, to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidences of debt and securities therefore.
- E. Make donations for charitable, education, scientific, civic, religious or similar purposes.
Section 2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized number of Directors of the corporation shall be at least seven (7) and not more than (15). The number will include two (2) appointees, appointed by the President of the Corporation. At no time shall more than forty-nine percent (49%) of the persons serving on the Board be “interested persons” as that term is defined in section 5 (C) below.
Directors must be members of the Corporation who are in good standing. Directors need not be residents of the State of Missouri.
Section 3. ELECTION AND TERMS OF OFFICE. Each year, the elected member of the Board shall be elected under the procedure set forth in Section 4 hereof. The term of office for each Director shall be three (3) years. Each such elected Director shall hold office until her successor has taken office or until her earlier resignation or removal. In addition to the elected Directors, the President of the corporation may designate up to two (2) Directors of the corporation. The appointment of any such designated Director shall be subject to ratification by a majority of the remaining Directors. Any Director so appointed to the Board by designation by the President shall hold office until such time as a new President takes office or until such Director’s earlier resignation or removal.
Section 4. ELECTION PROCEDURE. The Directors to be elected shall be elected by the members by written ballot in accordance with the following procedure:
- A. By May 1st of each year, the Board of Directors shall select a Nominating Committee consisting of at least one (1) Director and at least four (4) other persons who may either be Directors or members of the corporation. The Nominating Committee shall nominate candidates for Directors and shall present such nominees to the Board for its approval at the June board meeting. Each nominee must be a member in good standing of the corporation.
- B. By June 1st of such year, the Board of Directors shall mail to the members of records a notice listing the members of Nominating Committee, the procedures by which member not selected by the Nominating Committee may petition to be included on the ballot, the dates for which independent positions must be received, ballots will be mailed to the membership, ballots must be returned to be counted.
- C. After June 15th and on or before July 1st, the Board of Directors shall mail to the membership of record a ballot listing the Board’s slate of candidates for the Board of Directors and any Independents who qualify for inclusion under (c) above. The members shall vote for as many Directors as the number of positions subject to election that year, the ballot shall instruct that ll ballots must be post-marked no later than July 14th to be counted.
- D. The Nominating Committee shall count the votes and the Board shall notify the membership of the results thereof by written notice before the August meeting.
Section 5. RESIGNATION AND REMOVAL OF DIRECTORS.
- A. Resignation. Any Director may resign effective upon giving written notice to the Chair of the Board, the President, Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation, in which case such resignation shall be effective at the time specified.
- B. Removal with Cause. The Board of Directors may declare vacant the office of a Director who has been (i) declared of unsound mind by an order of court, (ii) convicted of a felony, (iii) found by a final order of judgment of any court to have breached her duties as a Director or (iv) absent from six (6) or more regularly scheduled meetings of the Board of Directors within any one (1) calendar year.
- C. Removal Without Cause. A director may not be removed without cause before the expiration of such Director’s term of office unless such removal is approved by a majority of Directors then in office; a Director may also be removed before the expiration of her term of office under Article IV, Section 4 (b) hereof or by order of a court.
- D. Reduction of Authorized Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before her term of offices expires.
- E. Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be “interested persons.” An interested person is (i) any person having been compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor or otherwise; and (ii) a brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the corporation. Any person serving on the Board of Directors who chooses to take a paid position with the corporation shall immediately resign from the Board of Directors.
Section 6. VACANCIES.
- A. Definition. “Vacancy,” when used with respect to the Board, means any authorized position of Director which is not then filled, whether the vacancy is caused by death, resignation, removal, change in the number of Directors authorized in the Articles of Incorporation or Bylaws or otherwise.
- B. Action by Board of Directors. Vacancies in the Board of Directors, including vacancy created by the removal of a Director, may be filled by a majority of the remaining Directors, although less than a quorum, and each Director so elected shall hold office until the expiration of the remainder of the term for which the vacating director was elected.
Section 7. PLACE OF MEETING. Annual and special meetings of the Board of Directors shall be held at any place within or without the State which has been designated in the notice of the meeting, or, if not stated in the notice, or, if there is no notice, designated by resolution of the Board of Directors or, either before or after the meeting, consented to in writing by members of the Board of Directors or, either before or after the meeting, consented to in writing by members of the Board pursuant to the provision of Article IV, Section 9 of these bylaws. If the place of a regular or special meeting is not designed in the notice or fixed by a resolution of the Board or consented to in writing by all members of the Board, it shall be held at the corporations’ principal executive office.
Section 8. REGULAR MEETINGS. The annual meeting of the Board of Directors shall be held at the principal executive office of the corporation and shall be held in August each year at a time and place chosen by the Board of Directors from time to time and notice shall be given to the members no less than ten (10) days prior to the meeting.
Section 9. SPECIAL MEETINGS. Special meeting of the Board of Directors for any purpose may be called at any time by the Chair of the Board or the Vice President or the Secretary or any Assistant Secretary, or any two Directors. Notice of the time of special meeting shall be delivered personally or by telephone or facsimile or sent to the Directors by mail. In case notice is given by mail, it shall be sent, changes prepaid, address to her at her address as it is shown on the records of the corporation, or if it is not on these records or is not readily ascertainable, at the place where the regular Board meetings are held. If notice is delivered personally or given by telephone or facsimile, it shall be given or transmitted at least twenty-four (24) hours before the meeting. If notice is mailed, it shall be deposited in the United States mail at least four (4) days before the meeting. A notice, or waiver of notice, need not specify the purpose of the meeting of the Board of Directors.
Section 10. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors by law, according to the Articles of Incorporation or according to these Bylaws may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board and shall have the same fore and effect as an unanimous vote of such Directors.
Section 11. MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of Directors may participate in a meeting through use of the conference telephone or similar communications equipment, so long as all members participating in such a meeting can hear and speak to one another. Participation by a Director in a meeting in the manner provided in this Section shall constitute presence in person by such Director at such meeting.
Section 12. ACTION AT MEETING; QUORUM AND REQUIRED VOTE. Presence of one-third of the authorized number of Directors at a meeting of the Board of Directors constitutes a quorum for the transaction of business, except as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless a greater number, or the same number after disqualifying one or more directors from voting, is required by law, the Articles of Incorporation or these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of one or more Directors, provided the action taken is approved by at least a majority of the required quorum for such meeting.
Section 13. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or whereever held, shall be as valid as though held at a meeting duly held after regular call or notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present or who, though present, has prior to the meeting or its commencement, protested the lack of proper notice to her, signs a written waiver of notice or a consent to holding such meeting or in approval of the minutes thereof. A waiver of notice need not specify the purpose of any meeting of the Board of Directors. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 14. ADJOURNMENT. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place shall be given to all Directors.
Section 15. NO LIABILITY OF DIRECTORS. No Director shall be personally liable for the debts, liabilities or obligations of this corporation. The Directors of this corporation shall have no liability for dues or assessments, except as may be assessed against them as a member of the corporation.
- ARTICLE V - Officers
Section 1. OFFICERS. The officers of the corporation shall be:
- A. Chair of the Board or President or both;
- B. Secretary; and
- C. Treasurer
The corporation may also have, at the discretion of the Board of Directors, such other officers, including but not limited to one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Financial Officers, and cush other offices as may be appointed by the Board of Directors. The President and any Vice President(s) must be members of the corporation who have been in good standing. Officers need not be Directors. One person may hold two or more offices provided, however, that neither the Secretary nor the Treasurer may serve concurrently as President or Chair of the Board. The President, the Secretary and the Treasurer who are not Directors shall attend meetings of the Board of Directors, but may not vote.
Section 2. ELECTIONS. The officers of the corporation designated in the preceding section of this Article, except such officers as may be elected or appointed according to Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors. The term for officers of the corporation is one year.
Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint such other officers as the business of the corporation may require, who shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, whether with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, or, except in the case of an officer chosen by the Board of Directors, by an officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.
Section 6. CHAIR OF THE BOARD. The Chair of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to her by the Board of Directors or prescribed by the Bylaws.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chair of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. She shall preside at all meetings of the Board of Directors. She shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice President(s), in order of their rank as fixed by the Board of Directors, if not ranked the Vice President designated by the Board of Directors, shall perform all 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. The Vice President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or by the Bylaws.
Section 9. SECRETARY. The Secretary shall record or cause to be recorded, and shall keep a book of minutes at the principal executive office or such other place as the Board of Directors may order, of actions taken at all meetings of Directors and its committees, with the time and place of holding, whether annual or special and if special, how authorized, the notice thereof given, the names of those Directors present, the names of those present at the Director’s meeting and the proceedings thereof.
The Secretary shall give or cause to be given, notice of all meetings of the Board of Directors, as required by the Bylaws to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
Section 10. TREASURER. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses, and shall furnish or cause to be furnished such financial statements and reports as are required by law or these Bylaws. The books of account shall at all times be open for inspection by any Director.
The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors and shall render to the President and Directors, when they request it, an account of all of her transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
- ARTICLE VI - Committees
Section 1. AUTHORITY. At its discretion, the Board may appoint one or more committees, each consisting of one or more Directors. The Board may delegate to the committees any of the authority of the Board except with respect to:
- A. The filling of the vacancies on the Board or on any committee thereof which has the authority of the Board;
- B. The amendment or repeal of Bylaws or the adoption of new Bylaws;
- C. The amendment or repeal of any resolution of the Board which by its express terms may not be amended or repealed;
- D. The appointment of other committees of the Board or the members thereof; and,
- E. The approval of any self-dealing transaction, except as permitted by applicable Missouri Nonprofit Corporation Law.
Section 2. SELECTION MEETINGS. Any committee of the Board must be appointed by resolution adopted by a majority of the Directors then in office and may be designated by such name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of the committees shall be conducted. In the absence of any such prescription, the committees shall have the power to prescribe the manner in which proceedings shall be conducted. Unless the Board or such committees shall otherwise provide, the annual and special meetings and other actions of any such committees shall be governed by the provision of this Article applicable to meetings and actions of the Board.
- ARTICLE VII - Corporation Records and Reports - Inspection
Corporation Records and Reports – Inspection
Section 1. INSPECTION OF CORPORATE RECORDS. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind, including the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, and to inspect the physical properties of the corporation. Such inspection by a Director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
Section 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.
Section 3. EXECUTION OF CONTRACTS, ETC. The Board of Directors, except as the Bylaws otherwise provide, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
Section 4. ANNUAL AND OTHER REPORTS. The Board of Directors shall cause a report to be furnished annually to all Directors of the corporation. Such report shall contain (1) the assets and liabilities of the corporation as of the end of the fiscal year; (2) the principal changes in assets and liabilities including trust funds during the fiscal year; (3) the revenue or receipts of the corporation for the fiscal year; and (4) the expenses or disbursements of the corporation during the fiscal year.
- ARTICLE VIII - Indemnification
Section 1. DEFINITIONS. For the purposes of this Article, “agent’ includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses includes, without limitation, attorney’s fees and any expenses of establishing a right to indemnification under Section 4 or Section 5 (b) of this Article.
Section 2. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. The corporation shall have power to indemnify any person who was or is a part or is threatened to be made a part to any proceeding (other than as prohibited under Section 355.476 of the Missouri Not-For-Profit Corporation Law or an action brought by or on behalf of the Attorney General or a person granted relative status by the Attorney General for any breach of duty relating to assets held in charitable trust by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.
Section 3. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation or brought under the Missouri Not-For-Profit Corporation Law or brought by or on behalf of the attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:
- A. In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;
- B. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
- C. Of expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.
Section 4. INDEMNIFICATION AGAINST EXPENSES. To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 5. REQUIRED DETERMINATIONS. Except as provided in Section 4 of this Article, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 and 3 of this Article by:
- A. A majority vote of a quorum consisting of Directors who are not parties to such proceeding;
- B. The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other persons opposed by the corporation.
Section 6. ADVANCE OF EXPENSES. Expenses incurred defending any proceeding may be advanced by the corporation before th efinal disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
Section 7. OTHER INDEMNIFICATION. No provision made by the corporation to indemnify its directors or officers for the defense of any proceeding, whether contained in the articles, Bylaws, a resolution of Directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such Directors and officers may be entitled by contract or otherwise.
Section 8. FORMS OF INDEMNIFICATION NOT PERMITTED. No indemnification or advance shall be made under this Article, except as provided in Section 4 or 5 (b) of this Article in any circumstances where it appears;
- A. That is would be inconsistent with a provision of the Articles, Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
- B. That it would be inconsistent with any condition expressly imposed by a court n approving a settlement.
Section 9. INSURANCE. The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article as provided under Section 355.496 of the Missouri Not-For-Profit Corporation Law.
Section 10. FIDUCIARIES OR CORPORATION EMPLOYEE BENEFIT PLAN. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the corporation as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
- ARTICLE IX - General Provisions
Section 1. The fiscal year of Kansas City Women in Film & TV shall begin on the first day of September and end on the last day of August in each year. The annual meeting shall be held in August.
Section 2. No later than one (1) month after the close of each fiscal year, the Treasurer shall prepare:
- A balance sheet showing the financial condition of the Program at the close of the fiscal year.
- A statement of the source and application of funds showing the results of the operation of the Program during the fiscal year.
- ARTICLE X - Construction and Definitions
Construction and Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Missouri Not-For-Profit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person.
- ARTICLE XI - Amendments
Amendments to Bylaws
These Bylaws may be adopted, amended or repealed by the Board of Directors.