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Declarations

BYLAWS OF

OSAGE NATIONAL COMMUNITY ASSOCIATION, INC.

A MISSOURI NONPROFIT CORPORATION

 

ARTICLE 1

PURPOSE

 

The purposes of the Osage National Community Association, Inc., a Missouri nonprofit Corporation (hereafter Association) are set forth in the Associations Articles of Incorporation as filed by the Association with the Missouri Secretary of State (the “Articles”).  The Association shall also have such other legal powers permitted a nonprofit corporation in the State of Missouri, it being the intention for the Association to have all powers and authority as may be lawful for a nonprofit corporation organized under the laws of the State of Missouri. The Association shall function as a mutual benefit corporation.

 

ARTICLE 2

OFFICES

 

The Association may have such corporate offices anywhere within or without the State of Missouri as the Board of Directors may from time to time designate or the business of the Association may require.  The Association principal or executive office location shall for all purposes be deemed to be in the county in which the registered office in Missouri is maintained unless otherwise designated by the Board of Directors.

 

ARTICLE 3

DISSOLUTION

 

Upon dissolution, the Association, after payment of all debts and other obligations, shall distribute its assets pursuant to the provisions of Missouri Revised Code (RSMo) Sections 355.666-355.746 equally to each of its members in good standing as of the date of dissolution. 

 

ARTICLE 4

MEMBERS

 

1. Members and Voting Rights:   The Association shall have members.  The voting rights of the members in good standing shall be as established in the Declaration of Restrictions and Homes Association Declaration (as amended) (hereafter Declarations) dated March 15, 2005 as filed with the Recorder of Deeds, Miller County, Missouri.

 

1. Annual Assessment: An annual assessment shall be in such amount and levied in such manner as provided in the Declarations.  Nothing contained herein, however, shall prevent members from paying the Association additional voluntary contributions as may be approved by majority vote from time to time at annual or special meetings of the Association called for that purpose.

 

1. Suspension of Member’s Voting Rights: Any member’s right to vote on Association matters may be suspended as set forth in the Declarations.

 

1. Annual Membership Meeting: The annual meeting of the members for the selection of Directors and for the transaction of such other business as may come before the meeting shall be held on such date, time and location as shall be determined by the Board of Directors.  The date, time and location shall be provided to the members not less than 30 days prior to the meeting by electronic or other means as deemed appropriate by the Board of Directors. 

 

1. Additional Meetings: The Association may have such additional meetings as the Board of Directors may deem appropriate for the benefit, education, and enjoyment of the members subject to the requirements of the Articles of Incorporation and these Bylaws.

 

1. Special Meetings:  Special meetings of the members may be held for any purpose or purposes and may be called by the President or by the members constituting at least five percent (5%) of the total number of members of the Association in good standing who would be entitled to vote at any such meeting. 

 

1. Notice:

 

1. Kind and Number:  Written or printed notice of a meeting of the members, whether annual, additional, or special, stating the time, date and place of the meeting and, in case of a special meeting, the purpose or purposes thereof, shall be delivered or given, electronically or otherwise, to each member entitled to vote not less than 30 days nor more than 60 days prior to the meeting date by direction of the President, the Secretary, or the officer or person(s) calling the meeting.  Any notice of a members meeting sent by mail shall be deemed to be delivered five (5) calendar days after being deposited in the United States mail or sent by email addressed to each member at his or her postal service address or email as it appears on the records of the Association.  In addition, the notice must include a description of those matters required by RSMo Section 355.251.3(2). 

 

1. Attendance as Waiver: Attendance of a member at any meeting shall constitute a waiver of notice of such meeting except where such member objects to the transaction of any business because the meeting was not lawfully called or convened. 

 

1. Business Which May Be Transacted:

 

1. Annual Meeting: At each annual meeting, the members shall elect by secret ballot Directors then up for election, said Directors to hold office until the expiration of their term or until their successors shall have been elected and qualified, and they may transact such other business as shall come before the meeting whether the same was specified in the notice of meeting.  In addition, the President or his/her designee shall report on the activities and financial condition of the Association.

 

1. Additional or Special Meetings: Business transacted at each additional or special meetings of the members shall be confined to the purpose stated in the notice of such a meeting unless the transaction of other business is consented to by a vote of a majority of the members entitled to vote at such meeting. 

 

1.  Quorum: Except as otherwise provided by Missouri law or by the Articles of Incorporation, a quorum shall be deemed present if there is at least twenty-five percent (25%) of the members present in person or by proxy.  Every decision of a majority of the members shall be deemed a corporate act, except in those specific instances in which a larger vote is required by law, these bylaws or by the Articles of Incorporation.  If, however, such a quorum should not be present at any meeting, the members present and entitled to vote shall have the power to adjourn the meeting until such time as a quorum may be obtained.  At such an adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally notified. 

 

1.  Voting:

 

1. Voting Rights: The members shall have such voting rights as are established by the Declarations, as amended. 

 

1. Manner (Proxies): At any meeting of the members every member having the right to vote shall be entitled to vote in person or by proxy executed in writing, electronic or otherwise, by such member.  No proxy shall be valid six (6) months from the date of its execution. If the name signed on a vote or proxy appointment does not correspond to the record name of a member, or is unrecognizable, the Secretary, or other officer authorized to tabulate votes may, acting in good faith, accept or reject the vote or proxy appointment.  The Association and its officers or agent who accepts or rejects a vote or proxy appointment in good faith and in accordance with the standards set for RSMo. Chapter 355 is not liable for damages to the member for the consequences of the acceptance or rejection. 

 

1. Number:  Except as set forth in the Declarations, as amended, each member shall have one (1) vote for each lot owned. 
2. Required Vote: Unless Missouri law, the Articles of Incorporation, these bylaws or the Declarations, as amended, otherwise require a greater vote, if a quorum is present, the affirmative vote of a majority of the members required quorum, shall be the act of the members. 

 

1.  Membership Lists: A complete list of the members entitled to vote at each meeting of the members along with the address or email thereof shall be prepared and maintained by the officer of the Association having charge of the membership records of the Association.  Such list or a duplicate thereof shall also be produced and kept open at the time, date, and place of any meeting and shall be subject to the inspection of any member in good standing during the whole time of the meeting.  The membership records shall be prima facie evidence as to who are the members entitled to examine such list, ledger or transfer book or to vote at any meeting of members.  Failure to comply with the foregoing shall not affect the validity of any election or action taken at any such meeting.  

 

1.  Inspection of Records: Any member may inspect and copy, at a reasonable time and location specified by the Association, any records the Association is required to keep under RSMo. Chapter 355, subject to the following conditions:

 

1. Notice: The member must give advance written notice of the desire to inspect and copy records at least five (5) business days before the requested inspection.

 

1. Description: The member must describe with reasonable particularity, in writing, the purpose for the inspection and copying and a description of the records to be inspected or copied, which records must directly relate to the purpose.

 

1. Expenses:  The member must agree in writing to the payment of reasonable charges for labor and material for copies provided to the member.  Such payment to occur before transfer of the records to the member. 

 

Article 5

SEAL

 

Corporate Seal: If the Board of Directors desire to obtain a corporate seal, the corporate seal shall be a circular impression reciting the words:

 

“Osage National Community Association, Inc,” and “Missouri,” between which are the words “Corporate Seal.”

 

Article 6

DIRECTORS

 

1. Number, Term, Qualifications: The Board of Directors shall be as set forth in the Articles of Incorporation.  Unless otherwise provided by law, the Articles of Incorporation, or the Declarations, as amended, the number of directors to constitute the Board of Directors shall be five (5).  The number of directors to constitute the Boad of Directors may be changed by vote of the Board of Directors or the members as established by the Declarations, as amended.  Each director shall hold office for a term of three (3) years or until his or her membership as a member of the Association ceases, or he or she resigns, whichever is the shorter time. Each director, upon his or her election, shall qualify by accepting the Office of Director in writing or by attendance at the meeting next after his or her election.  A record of such acceptance shall be recorded in the minutes and kept with the records of the Association.  Directors may be elected for successive terms.  Eash director must be a member in good standing of the Association and maintain such standing during his or her term of office.

 

1. Powers: The property and business of the Association shall be controlled and managed by the Board of Directors. The Board shall have and is vested with all the unlimited powers and authorities, except as may be expressly limited by law, the Articles of Incorporation, these bylaws or the Declarations, as amended, to do or cause to be exercised all its powers, privileges and franchises and to seek the effectuation of its objects and purposes.    

 

1. Regular Meetings: The Board of Directors shall meet monthly at such time and place as agreed upon by a majority of the Board.

 

1. Special Meetings:  Special meetings of the Board may be called by the President or by a majority of the Board.  Notice of such meetings shall be provided to each director 48 hours in advance of the meeting noting the time, date, place and purpose of the meeting.  Notice may be effected personally, by email, phone call or by postal service delivery.  Delivery by postal service shall be deemed effective if postmarked 5 days before the date the meeting is held.

 

1.  Attendance by Members: All regular meetings of the Board of Directors shall be open to members in good standing of the Association.  Any such member may request that an item be placed on the agenda of a particular meeting of the Board of Directors by submitting the same in writing to the President or Secretary five (5) days prior to said meeting.  After completion of the business of the Association at such meeting, the President or other presiding Board member shall permit discussion and comments from any attending member in good standing subject to a reasonable time limit to be determined by the President or presiding Board member. 

 

1. Conference Call Meetings: Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting by means of conference telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute attendance at the meeting. 

 

1. Quorum: All meetings of the Board of Directors in office present at such meetings shall constitute a quorum and may conduct the business of the Association unless a greater number is required by Missouri law, the Declarations, as amended, the Articles of Incorporation or these bylaws.  Less than a quorum of directors in attendance may adjourn the meeting until a quorum is obtained. 

 

1. Attendance as Waiver: Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where he or she attends for the express purpose (and so states at the beginning of the meeting) of objecting to the transaction of any business because the meeting is not lawfully called or convened. 

 

1. Directors Action Without Meeting: Where immediate action is required to effect the business of the Association, action may be taken if consent to the action is obtained in writing, electronically or otherwise, from a majority of the Board.  Such consents shall have the same force and effect as if obtained at a regular or special meeting duly noticed and held.  The Secretary shall note such consents with the minutes of the next regular meeting of the Board of Directors.   

 

1.  Vacancies:  If the office of any director becomes vacant by reason of death, resignation, removal from office or otherwise, or if a vacancy occurs by reason of the creation of a new directorship, a majority of the remaining directors, though less than a quorum, may fill the vacancy.  Such newly elected director(s) shall serve the remaining portion of the departed director’s term. 

 

1.  Removal: Members in good standing, with or without cause, may remove one or more directors elected by them.  A director may be removed only if a quorum of members is present and a majority votes to remove the director.  A director may only be removed at a Special Meeting called for that purpose.  Notice of such meeting will state the purpose is to remove the director.  The entire Board of Directors may be removed under this provision. In addition, in the event a director is absent for three consecutive regular meetings of the Board of Directors, the Board may by majority vote of the directors then in office declare the office of the absent director vacant and fill such vacancy in accordance with the provisions set forth above. Such action may be taken at the third consecutive meeting missed or anytime thereafter. 

 

1.  Indemnification of Directors and Officers

 

1. Claims by Third Parties: The Association may defend and 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, where civil, criminal, administrative, investigative, other than an action by or in the right of the Association by reason of the fact that he or she is or was a director, officer, employee, or agent of the Association 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 the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or 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 in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. 

 

1. Claims by the Association: The Association may indemnify any person who was or is a party to any pending or completed action or suit by or in right of the Association to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Association against expenses, including attorney fees, actually and reasonably incurred by him or her in connection with the Association or settlement of the action or suit 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 the Association. 

 

1. Determination: Any indemnification under said subparagraphs (a) and (b) of this section, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Indemnification Section. The determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written legal opinion.

 

1. Advance Determination:  Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt  of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall be ultimately be determined that he or she is entitled to be indemnified by the Association as authorized in the Indemnification Section. 

 

1. Other Rights:  The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

1. Insurance: The Association may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Association or is serving at the request of the Association.

 

1. Consolidation and Merger:  References to “the Association” include all constituent associations absorbed in a consolidation or merger as well as the resulting or surviving association so that the person who is or was a director or officer of such constituent association shall stand in the same position under the provisions hereof with respect to the resulting or surviving associations in the same capacity.

 

1. Application of Statute: Notwithstanding anything herein to the contrary, the indemnification provisions of this Indemnification Section are valid only to the extent the same are consistent with RSMo. Sections 355.461-355.501; nonetheless, the provisions of this Indemnification Section are intended to indemnify to the greatest extent possible under both the Section and applicable Missouri law.

 

1. Executive and Other Committees:  Board of Directors may designate an Executive Committee, such committee to consist of three or more directors of the Association, which committee shall have and may exercise the full authority of the Board of Directors in the management of the Association except as otherwise prohibited by RSMo. Section 355.406.  Designation of such a committee does not relieve the Board of Directors, or any member thereof, of any responsibility imposed on the Board of Directors by RSMo. Chapter 355 or any successor statute.  The Board of Directors may also appoint other committees with such powers and duties as it deems needed to assist in the management of the Association.  All committees so appointed shall keep minutes of their proceedings and the same shall be recorded in the minute book of the Association. 

 

1. Compensation of Directors and Committee Members:  Unless otherwise provided by the Articles of Incorporation, directors and committee members shall not receive any salary or other compensation for their services as such, provided that nothing contained herein shall be construed to preclude and director to committee member from serving the Association in any other capacity and receiving compensation therefrom. Further, nothing herein shall prevent or prohibit any director or committee member from being reimbursed for ordinary and necessary expenses as may be incurred in the performance of his or her duties on behalf of the Association. 

 

1. Conflict of Interest:  In the case where the Association enters into contracts or transacts business with one or more of its directors or with any firm of which one or more of its directors are members or with any other business or association of which one or more directors are members, shareholders, directors or officers, such transaction or transactions shall not be invalidated or in any way affected by the fact that such director may have interests therein which are or might be adverse to the interests of the Association; provided that such contract or transaction is approved (1) in advance by the vote of the Board of Directors or committee of the Board if (a) the material facts of the transaction and the director’s interest are disclosed or known to the Board or committee of the Board; and (b) the directors or committee members approving the transaction in good faith reasonably believe the transaction is not unfair to the Association; or (2) before or after it is consummated, the Association obtains approval of the transaction from (a) the Missouri Attorney General or (b) the Circuit Court for the jurisdiction in which the principal office of the Association is located. The transaction in which a director has an interest is authorized, approved or ratified if it receives the affirmative vote of a majority of the directors on the Board or members of any committee who have no direct or indirect interest in the transaction but a transaction may not be authorized, approved or ratified under this Section by a single director or member

 

Article 7

OFFICERS

 

1. Elected Officers:

 

1. Who shall Constitute:  The officers of the Association shall be a President, a Secretary, and a Treasurer, each of whom shall be appointed by the Board of Directors.  The Board may also appoint a Vice President, and such other officers as it may deem necessary, each of whom, if appointed shall be an officer of the Association.  In the event any position should become vacant, another officer may be appointed by the Board to hold such office until such time as a successor is duly appointed. 

 

1. Qualifications: An officer, at all times, must be a member in good standing in the Association.  Thereafter, an officer shall be deemed qualified when he or she enters upon the duties of the office to which he or she has been appointed by the Board.  For those performing the duties of Treasurer, a bond may be required. 

 

1. Term of Office:  Each officer of the Association shall hold his or her office at the pleasure of the Board of Directors or for such period as the Board may specify, or until his or her death, resignation, replacement or removal by the board, whichever comes first.

 

1. Removal: Any officer or agent appointed or employed by the Board of Directors may be removed by a majority vote of the Board with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

1. Salaries and Compensation: Unless otherwise provided by Missouri law, the Articles of Incorporation, the Declarations or these by laws, officers of the Association may not receive any salary or other compensation for services rendered in the performance of their duties.  Nothing herein, however, shall be construed to prevent any officer from serving or contracting with the Association in another capacity and receiving compensation therefor.  Further, nothing herein shall prevent or prohibit any officer from being reimbursed for expenses as may be incurred in the performance of his or her duties on behalf of the Association.  

 

1. President:  The President shall preside at all meetings of the Board of Directors and membership meetings unless otherwise provided herein. He or she may execute all bonds, mortgages and contracts requiring approval by the Board.  He or she shall also be an ex officio member of all standing committees and have such other duties and authority as the Board of Directors may prescribe. 

 

1. Vice President:  The Vice President shall in the absence, disability, refusal or inability of the President to act perform and exercise the duties of the President and perform such other duties as the Board of Directors may prescribe.

 

1. Secretary:  The Secretary shall have the general duties, powers and responsibilities of a secretary of the Association.  He or she shall keep, or cause to be kept, a record of the minutes of Board of Director meetings and other Association meetings, unless otherwise provided herein.  The Secretary shall have the primary responsibility to give, or cause to be given, notice of all meetings of the Board or other Association meetings unless otherwise provided herein. He or she shall have custody of the seal of the Association and affix the same when duly authorized to do so, and when so affixed, he or she shall attest to the same by his or her signature.  As assistant Secretary may be appointed by the Board of Directors in the absence, inability or refusal of the Secretary to perform his or her duties. 

 

1. Treasurer: The Treasurer shall have the responsibility for the safekeeping of the funds of the Association and shall keep a record of the receipt and disbursement of all funds. The Treasurer shall deposit, or cause to be deposited, all monies received by the Association in an account or accounts approved by the Board of Directors. The Treasurer shall disburse or cause to be disbursed the funds of the Association on the legal obligations of the Association and shall give the Board of Directors an accounting of the funds of the Association at each monthly meeting.  The Treasurer shall inform the Board of all disbursements in excess of $10,000 and obtain Board approval prior to said disbursement.  Approval shall be recorded in the minutes of Directors to fulfill the Treasurers duties in his or her absence, inability or refusal to perform his or her duties.

 

1. Duties of Officers may be Delegated: If any officer of the Association be absent or unable to perform his or her duties, the Board may delegate the responsibilities of that officer to another officer of the Association until such time as the absence or inability to act has ended.    

 

Article 8

GENERAL

 

1. Waiver of Notice: Whenever any notice is required to be given by Missouri law, the Articles of Incorporation, the Declarations or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice.

 

1. Checks: All checks or other instruments for the payment of money and all notes of the Association shall be signed by such an officer or officers or such other person or persons as the Board of Directors may from time to time designate. Payments of more than $10,000 shall be approved by the Board of Directors and recorded in the minutes. 

 

1. Expenditures: The Association membership will be given 30 calendar days’ notice of any single expenditure of more than $25,000 or proposed project for which the Board of Directors is soliciting bids whose estimated cost exceeds $25,000. 

 

1. Fiscal Year: The Board of Directors shall have the power to fix and from time to time change the fiscal year of the Association.  In the absence of action by the Board of Directors, the fiscal year shall run from 1 January to 31 December each year.   

 

1. Amendments: The Bylaws of the Association may from time to time be repealed, amended or altered as provided in RSMo. Chapter 355. The Association membership shall be informed of any such action by the Board of Directors and be given 30 calendar days during which to comment on such changes. 

 

1. Application of RSMo. Chapter 355:  RSMo. Chapter 355 shall govern the operation of the Association.  When permitted by Chapter 355, the Declarations and these Bylaws will provide additional governance guidance.     

Adopted by the Board of Directors on 13 December 2024.

 

ATTEST:

 

Original Signed Original Signed

 

James Schmidli Ashley Mantle

President Secretary