A Summary of Proposed Changes to BPNA Bylaws
The Benton Park Neighborhood Association board has approved a set of proposed changes to the BPNA Bylaws to come before the full voting membership of the Association. Members will vote on these proposed bylaw changes at the BPNA meeting on Tuesday, February 4, 2020 at 7pm.
As a preliminary matter, it is worth noting that these bylaws are amended and restated – that is, we are not completely starting over with respect to the BPNA bylaws. Rather, this draft incorporates some of the existing provisions, modifies others and adds new provisions. It should also be noted, however, that the format of the bylaws has been updated, so certain section and article numbers may have changed.
The full amended bylaws can be viewed via PDF download, with specific changes highlighted below. Existing BPNA bylaws can be found here.
Article I
No significant changes here. Section 1.1 notes that the corporation currently does business as “Benton Park Neighborhood Association,” though that name has not been officially adopted or registered with the Missouri Secretary of State as a fictitious name.
Section 1.3 has been added, as the principal address of the corporation does not have to be the same as the address of the corporation’s registered office. For example, if the registered agent is the corporate secretary, the registered office of the corporation could be changed to the secretary’s home address so that notices from the Missouri Secretary of State and other official mailings are sent directly to the secretary instead of the corporation’s mailing address. Currently, however, both the principal office and registered office are the same.
Article II
This Article has been restated in part to make more explicit references to sections of the Internal Revenue Code and Missouri Nonprofit Corporation Act that apply directly to BPNA. Section 2.1 also includes a specific definition of “Benton Park Neighborhood” so it is clear where individuals and businesses must be located in order to become a voting member of BPNA. Exhibit A to the draft bylaws defines “Benton Park Neighborhood” using detailed street and address descriptions.
Sections have also been added to Article II to more expressly define BPNA’s purpose and clarify how its activities must be restricted in order to maintain exemption from federal and state income tax. These provisions are commonly found in bylaws of not for profit corporations today and are intended to bring BPNA in line with modern practices.
Article III
Article III has been updated to more clearly define what constitutes a “Member” of BPNA and which Members are entitled to vote.
Article Three of the current BPNA bylaws is somewhat ambiguous with respect to the notion that “one individual represents one vote,” so the last paragraph of Section 3.1 was added in an effort to clarify that point.
With respect to voting eligibility, Section 3.3 clarifies what it means to be a Member in good standing. The amount of dues remains the same.
Article III has also been expanded to include sections concerning the rights of Members, generally, and how they fit into BPNA’s operations. Essentially, Article III combines Articles Three and Five from the current BPNA bylaws and adds some modern elements, including voting by proxy (Section 3.12), a listing of specific actions which require a vote of the members and the threshold for a decision (Section 3.14). Section 3.5 also sets the “Annual Meeting of the Members” at which elections will be held for the first Tuesday in February, which coincides with BPNA’s regular monthly meeting.
Article IV
Article IV updates the manner in which BPNA’s bylaws discusses the duties, authority and manner of acting for the Board of Directors, which is made up of (1) the BPNA officers and (2) one or more at-large directors.
Article Six of the current BPNA bylaws has been absorbed into Article IV of these draft bylaws because committees should properly operate under the oversight of the Board of Directors. Section 4.16 discusses how committees will be established and operated, while Section 4.17 identifies the standing (that is, permanent) committees.
Sections 4.18-4.21 specifically address the duties of the Board of Directors and the liability of Directors. Section 4.18 ties in with the prohibited transactions provisions in Article X and the conflict of interest policy in Article XII to ensure that the Board of Directors is acting with proper transparency and is free from actual or perceived conflicts of interest. Sections 4.20 and 4.21 offer protection for those volunteering to serve as Directors, provided they act within the requirements of the bylaws.
Since the actions requiring approval of the Members are outlined in Article III, it is presumed that all other functions may be handled by the Board of Directors and Officers, though Article VI references various rights and obligations of the Board of Directors and Officers.
Article V
In large part, Article V incorporates the terms of Article Four in BPNA’s current bylaws, which details the number and duties of the BPNA Officers.
Section 5.2 modifies existing procedures by establishing BPNA’s February meeting as the date for election of Officers and Directors.
Article VI
With only a few revisions and new cross references, Article VI incorporates nearly all of the terms from Article Seven of the current BPNA bylaws.
Article VII
Article VII correlates to Article Nine of the current BPNA bylaws but includes important additions concerning the right of Members of inspect corporate records and the filing of annual tax or information returns, as well as annual reports to maintain the corporation’s good standing with the State of Missouri.
Article VIII
Because several provisions within both the existing BPNA bylaws and these draft bylaws require the giving of notice – whether it concerns notice of a meeting or notice of a proposed action or amendment – Article VIII has been added to clarify that the notice requirements of the bylaws may be waived in certain circumstances.
Article IX
Article IX probably represents the most significant change from the current BPNA bylaws. This Article deals with indemnification for those serving on behalf of BPNA as agents, employees, Officers or Directors. Article IX offers a much more robust explanation of how and when indemnification is made available to those who are faced with litigation stemming from their involvement with BPNA.
Article IX lays out eligibility requirements for indemnification and the process for determining whether BPNA will actually indemnify someone.
Importantly, Section 9.7 retains language concerning the purchase and maintenance of liability insurance for BPNA, which will protect the corporation and serve as the first line of defense for its officials and representatives.
Article X
Article X is a new addition to the bylaws and was included for corporate governance purposes. This provision is intended to ensure that BPNA operates in a transparent manner and does not engage in activities that can lead to unnecessary litigation, threaten the corporation’s good standing or jeopardize the corporation’s tax exempt status.
Article X should be read in tandem with Article XII, which deals with conflicts of interest.
Article XI
Because BPNA is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, it is required to have a provision in its governing documents like the one found in Article XI. The purpose of this paragraph is to ensure that if and when BPNA is ever dissolved, its leftover assets will be transferred to another tax-exempt organization.
Article XII
Like Article XI, Article XII has been added because, as an entity exempt under Section 501(c)(3) of the Internal Revenue Code, BPNA must adhere to certain policies concerning conflicts of interest that arise in the course of ordinary activities and operations. Article XII lays out a thorough policy for both identifying and addressing conflicts of interest.
Article XIII
Article XIII essentially incorporates the entirety of Article Ten from the current BPNA bylaws.