Amended and Restated
January 2010
Bylaws of
Holly Hills Improvement Association
of St. Louis
Having been incorporated by Pro Forma Decree on September 10, 1927 in accordance with Article 11, Chapter 90, Revised Statutes of Missouri, 1919, as shown by entry of September 8, 1927 in Corporation Book 93, Page 332 with the Recorder of Deeds, in the City of St. Louis, we hereby adopt the following.
ARTICLE I
Section 1 — Any person shall be eligible for membership who is twenty-one (21) years or more of age; a citizen of the United States; owner of property, a resident or a business owner/operator within the Holly Hills District; and of good moral character. The Holly Hills District shall be the area bounded by Grand Boulevard, Bates Street, Morganford Road, and Loughborough Avenue as well as the properties along Holly Hills Boulevard between Morganford and Christy. Honorary and Associate membership may be provided for in Section 2.
Section2 — The Association may, upon a three-fourths (¾) vote at any regular meeting or by three-fourths (¾) vote of the board at any board meeting, elect any person, to honorary or associate membership. Any person so elected to honorary membership shall not be called upon to pay dues to the Association, but shall be entitled to all the privileges of membership in the Association with the exception of voting. Persons elected to associate membership shall be persons who have been former members of the Association or who have other interests in the Holly Hills area. Associate members shall pay full dues and shall be entitled to all the privileges of membership in the Association with the exception of voting.
Section3 — New members may be received into the Association, after the submission of a completed membership application and its acceptance by the Board of Directors.
Section 4 — No member shall be permitted to vote at any election of officers or on an amendment to the Charter or By-Laws unless he be in good standing.
Section 5 — The dues of each individual or family member shall be Fifteen and No/100 Dollars ($15.00) per annum, payable in advance. The dues of each business member shall be Twenty five and No/100 Dollars ($25.00) per annum, payable in advance.
ARTICLE II
Section 1 — The officers of the Association shall be a President; First, Second and Third Vice-Presidents, Recording Secretary; Financial Secretary; Treasurer; and Marshal. Election for such officers shall be held every-other year at the annual meeting of the Association, and those persons so elected shall assume their offices at the May meeting of the Association.
Section 2 — The Board of Directors shall be composed of the officers of the Association, up to seven persons elected at large from the Association membership, and the two most immediate past presidents. Either the most immediate past president or current president shall preside at all meetings of the Board of Directors. A vote of the Board of Directors shall determine which of the two shall preside at each meeting. All members of the Board of Directors shall assume their offices at the May meeting of the Association.
Section 3 — All elections for office in which more than one person is nominated must be by ballot, and a majority of all the votes cast shall be necessary for election to any office.
Section 4 — Regular meetings of the Association shall be held on the fourth (4th) Monday evening of January, March, May, July, September, and November, unless the date conflicts with a national holiday. The annual meeting shall be held on the fourth (4th) Monday of March each year. Special or rescheduled regular meetings may be called, on at least five (5) days’ written notice to the membership, by the Board of Directors.
Section 5 — Twelve (12) members shall constitute a quorum at any regular or special meeting, and no matter shall be acted or voted upon without a quorum being present.
ARTICLE III
Section 1 — It shall be the duty of the President to preside at all meetings of the Association; to enforce a strict observance of the Charter and By-Laws and exact a rigid compliance with the rules and customs of the Association; to see that all the officers perform their respective duties; in the years in which board elections are to be held, to appoint a nominating committee in January, which shall nominate persons for office in the Association at the annual meeting, and such other special committees as may be advisable; and give the deciding vote on all matters before the Association when a tie occurs. He shall authorize all orders drawn on the Treasurer after approval by the Board of Directors, except as hereinafter provided for in Section 6 of this By-Law and shall perform such other duties as the Association or his officers shall require of him. In addition to the Treasurer, he shall have the power to sign checks.
Section 2 — The President shall appoint a parliamentarian.
Section 3 — It shall be the duties of the several Vice-Presidents to render to the President such assistance as he may require of them, and in the absence of the President, the ranking Vice-President shall perform his duties.
Section 4 — The Recording Secretary shall keep a fair and impartial record of the proceedings of the Association and notify all members of meetings, said notices containing the time and place of each meeting shall be mailed (postage prepaid) to each member of the Association then in good standing, at least two (2) days before each meeting. He shall attest all orders drawn on the Treasurer and at all times hold his books in readiness for inspection by the Board of Directors or any committee that may be appointed or selected. He shall prepare for the annual meeting of each year his report of the workings of the Association for the past year.
He shall notify all applicants of their election or rejection, as the case may be, also members expelled, suspended or reinstated, and shall deliver to his successor within one (1) week from the expiration of his term of office all books, papers, documents or other property in his possession or control belonging to his office.
Section 5 — It shall be the duty of the Financial Secretary to keep just and true accounts between the Association and its members, credit the amounts paid, and pay same to the Treasurer immediately, if present; otherwise at the earliest possible period, taking his receipts for same. He shall notify the delinquents and the Association of those delinquent, and at the annual meeting of the Association make a report of all moneys received during the past year; keep all books and papers ready at all times for inspection by the Board of Directors or other committees that may be appointed or selected; and shall perform such other duties as the Association or his office shall require of him. He shall at the expiration of his term of office deliver to his successor all books, papers, documents or other property belonging to his office.
Section 6 — It shall be the duty of the Treasurer to pay all orders drawn on him by a simple majority vote of the Board of Directors; he shall receive from the Financial Secretary all moneys of the Association and shall deposit the same in such bank as the Board of Directors may direct; he shall keep a correct account of all moneys received and expended, and shall at all times keep his books in readiness for inspection by the Board of Directors or any other committee that may be appointed or selected, and give to the Association at the close of the fiscal year a statement of the receipts and expenditures and balance on hand; and at the expiration of his term of office he shall deliver to his successor, or to whomsoever the Association may designate, all moneys, books, papers, documents, or other property of the Association in his possession. He shall perform such other duties as may be required by him by the Association or his office.
In order to expedite the payment of small bills, the Treasurer shall, when authorized to do so by the President, pay any bill not to exceed One Hundred and No/l00 Dollars ($100.00). It shall be his duty to report all bills so paid at the next meeting of the Board of Directors for approval.
Section 7 — It shall be the duty of the Marshal to maintain order and present to the Association all newly elected members.
ARTICLE IV
Section 1 — The Board of Directors, at the call of the Chairman of the Board, shall meet at least once before each regular meeting of the Association and shall consider all applications for membership in the Association and report on such applications to the Association. It shall consider and present business to the Association for discussion and action, and shall act and report on all matters referred to it by the Association; and they shall make such Rules and By-Laws governing said Board of Directors, as may seem necessary and proper and not inconsistent with the Charter and By-Laws of the Association.
Section 2 — The Board of Directors, in the interval between the meetings of the Association, is vested with the authority to take up any subject or question for the best interest of the Association, and to do such things as in its judgment may seem most expedient, and it shall be the duty of the Board of Directors to report the things and matters done at the next meeting of the Association.
ARTICLE V
Section 1 — All officers and members of the Board of Directors shall hold office until the next biennial election or until their successors are elected or appointed and qualified and installed unless removed for cause, and shall serve without compensation.
ARTICLE VI
Section 1 — Any member of the Board of Directors or any officer of the Association who shall absent himself from three consecutive regular meetings or shall fail to perform the active duties of his respective office shall, upon the vote of the Association, be dropped from his said office and someone else shall be elected or appointed in his stead.
In the event that either of the two (2) most immediate past presidents is unable to serve for any reason, the next most immediate past president, who is a regular member as defined in Article I, Section 1 of the By-Laws and who was not subject to removal or disqualification from office under the terms of Article VI, Section 1 of the By-Laws, shall be appointed to fill the vacancy.
Section 2 — Any member who shall be in arrears for dues for six (6) months may be suspended by the Association until the arrearage is paid. Any member who shall be in arrears for dues for twelve (12) months may be dropped from the rolls by the Association.
Section 3 — Any member who shall make use of unparliamentary language in the meetings of the Association or who shall willfully disturb any meeting or be guilty of disorderly conduct shall be guilty of an offense against the laws of the Association. Any member who shall take or cause to be taken any action against the interest of or in conflict with the purposes of this Association as set forth in the Charter, shall likewise be guilty of an offense against the Laws of the Association.
Section 4 — Any member charged in writing by twelve (12) other members of the Association with an offense specified in the preceding Section shall be subject to expulsion from membership in the Association by an affirmative vote of at least two-thirds (2/3) of the members present at any regular or special meeting of the Association.
ARTICLE VII
Section 1 — This Association may affiliate with any Society, Association, Club or Body whose objects and purposes are not inconsistent with those of this Association.
Section 2 — This Charter and these By-Laws may be amended on written motion, delivered to the President, signed by the mover and seconded thereon, upon a two-thirds (2/3) vote of the members present at any regular meeting of the Association, provided that such amendment lay over at least thirty (30) days and provided further that all members be notified in writing of the proposed amendment.
Section 3 — Robert’s Rules of Order shall be used to govern the parliamentary procedure of this Association.
ARTICLE VIII
ORDER OF BUSINESS
1. Roll call of Officers
2. Reading of the Minutes of the Last Meeting.
3. Approval of Financial Report.
4. Reports of Standing Committees.
5. New Member Identification.
6. Aldermanic Reports.
7. State Senate and Representative Reports.
8. First District Police Report.
9. Special Guest Speaker.
10. Correspondence.
11. Old Business.
12. New Business (Open for topics from the floor).
September 2002