BYLAWS OF VINCENTIAN MARIAN YOUTH SOUTHEAST MISSOURI
ARTICLE I - NAME
The name of the Corporation is Vincentian Marian Youth Southeast Missouri (VMY SEMO).
ARTICLE II - PURPOSES
The purposes of the Corporation shall be those described in the Articles of Incorporation. VMY SEMO shall, to the fullest extent permitted by law, follow the provisions outlined in the Statutes of Vincentian Marian Youth USA and the Vincentian Marian Youth International Lay Association.
ARTICLE III - DEFINITIONS
As used in these Bylaws, the following items shall be defined as stated herein:
1. The term "Corporation" shall refer to VMY SEMO.
2. The term "Members" shall refer to the members of VMY SEMO.
ARTICLE IV - MEMBERS
The Member of the Corporation shall be ex officio, Provincial Superior/Provincial Council of the Congregation of the Mission of the Western Province. The Member shall have such rights and exercise such responsibilities as are granted to them in the Articles of Incorporation, the Bylaws of the Corporation and under the laws of the State of Missouri.
The Corporation shall also have Participants. The Participants of the Corporation shall be youth who are actively engaged in the program and activities of VMY SEMO and the adult advisers who support those programs and activities.
ARTICLE V - RESERVED POWERS
Certain powers are reserved to the Member. These reserved powers are:
(a) Determining and maintaining the philosophy and identity of the Corporation;
(b) Removal of any member of the Board of Directors, for cause as determined by the Member;
(c) Approval of amendments to the Articles of Incorporation;
(d) Amendment of these Bylaws and approval of amendments to these Bylaws if such amendments originate with the Board of Directors;
(e) Approval of any borrowing or guaranties by the Corporation in accordance with policies which may be established by the Member;
(f) Approval of the purchase or sale or other acquisition, disposition or transfer of real estate, including any interest therein, by the Corporation, except for real estate received as a bequest or donation and not used in the charitable activities of the Corporation and with other exceptions which may be established by the Member;
(g) Initiation and approval of any merger, consolidation, reorganization or dissolution of the Corporation; and
(h) Receipt from the Board of Directors of an annual report of the operations and annual financial reports of the Corporation.
ARTICLE VI - BOARD OF DIRECTORS
Section 1. GOVERNANCE OF THE CORPORATION
The governance of the Corporation shall be exercised, its property controlled, and its affairs conducted by the Board of Directors. Each Director shall be entitled to one (1) vote on matters brought before the Board of Directors.
Section 2. COMPOSITION AND METHOD OF SELECTION
The Board of Directors shall consist of a President/Executive Director, Secretary, Treasurer, CM or DC adviser, and four (4) to six (6) adult lay advisers. Directors may be nominated to the Board by Members or by other Directors. Directors are elected by a majority vote of the Board of Directors from those nominated to serve on the Board of Directors.
Section 3. TERM OF OFFICE
The Directors shall serve four (4) year terms unless they are removed by the Directors. Directors may not serve more than two (2) full terms in office. A Director who is selected to fill a vacancy, as outlined in this Art. VI. Sect. 4, shall have been considered to have served a full term if his/her appointment to the Board was for more than 36 months. An appointment of less than 36 months to an unexpired term shall not be considered service of a full term for purposes of election to the Board of Directors.
Section 4. VACANCIES
All vacancies by death, resignation, removal, expiration of term, or otherwise occurring among the Directors shall be filled by the nomination process outlined in Art. VI, Sect. 2. If a Director is nominated to fill the unexpired term of a Director because of death, resignation, or removal, the newly elected Director shall serve the unexpired term of the departing Director’s term.
Section 5.
RESIGNATION AND REMOVAL
A Director may resign at any time by giving written notice of such Director's resignation to the President. Any Director may be removed at any time for cause. Cause shall be as determined by the Board of Directors. To remove a Director for cause, the Board of Directors must have a 2/3rds majority vote for such action. The Director subject to removal shall not have a right to vote on his/her removal for cause and shall not be counted in determining whether a 2/3rds majority has voted in favor of removal.
Section 6.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors shall have full power and authority to govern the affairs of the Corporation. Governance by the Board of Directors shall include, but shall not be limited to, the following matters:
(a) Developing policies for the effective operation of the Corporation in accordance with the purposes of the Corporation as stated in the Articles of Incorporation.
(b) Providing for effective management of the Corporation including the election or removal of the Officers of the Corporation.
(c) Monitoring and evaluating the operations of the Corporation.
(d) Planning and providing for the solvency and financial stability of the Corporation.
(e) Causing an annual operating budget for the Corporation to be prepared and approving such budget.
(f) Causing to be prepared reports of operations and financial reports of the Corporation.
(g) Performing such other functions as may be required of the Board of Directors for the operation of the Corporation.
Section 7. MEETINGS
The annual meeting of the Board of Directors shall be held at such time as may be determined by the Board of Directors. All meetings of the Board of Directors shall be held in Perry or Ste. Genevieve County, Missouri at such place as may be designated by the Board of Directors. Regular meetings of the Board of Directors will be held at such times as determined by the Board of Directors. Special meetings of the Board of Directors may be held when called by the President or by a majority of the Board of Directors. Except for confidential personnel, legal, or contract negotiations, Board meetings shall be open to the Members.
Section 8. NOTICE
Notice of time and place of all meetings shall be delivered personally or by telephone to each Director or sent by first class mail or facsimile or electronically, charges prepaid, addressed to each Director at that Director's address as shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least ten (10) days before the time of holding of the meeting. In case the notice is delivered personally, or by telephone or facsimile or electronically, it shall be delivered at least 72 hours before the time of holding of the meeting. Any oral notice given personally or by telephone must be communicated to the Director. Notice of any meeting of the Board of Directors need not state the business to be transacted nor the purpose thereof. Notice to any Director may be waived by executing a written waiver thereof or by attendance at any meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 9. QUORUM
A majority of the Board of Directors shall be required for the transaction of business at any duly held meeting of the Board of Directors.
Section 10. TELEPHONE CONFERENCE
The Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at the meeting.
Section 11. VALIDATION OF MEETING
The transactions of the Board of Directors at any meeting, however called or noticed, or wherever held, shall be as valid as though they had taken place at a meeting held after call and notice if a quorum is present and if, either before or after the meeting each Director signs a written waiver of notice, a consent to the holding of such meeting, and an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
Section 12. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Directors or committee thereof under any provision of law, the Articles of Incorporation, or these Bylaws may be taken without a meeting if each Director or committee member signs a written consent which sets forth the action taken. Such written consents shall be filed with the minutes of the proceedings of the meeting. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors or committee members. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors or committee. Any certificate or other document filed on behalf of the Corporation relating to an action taken by the Directors without a meeting shall state that the action was taken by the unanimous written consent of the Directors without a meeting, and that the Bylaws of the Corporation authorized its Directors to so act.
Section 13. COMPENSATION
Directors shall not receive compensation for their services as Directors provided that nothing contained herein shall be construed to preclude a Director from serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE VII - CONFLICT OF INTEREST
Any duality of interest or possible conflict of interest on the part of any member of the Board of Directors should be disclosed to the other members of the Board of Directors and made a matter of record in the minutes of the meeting.
Any Director having a duality of interest or possible conflict of interest on any matter shall not vote or use personal influence on the matter, shall not be counted in determining the quorum for the meeting and shall not be present in the room when the Board of Directors votes on the matter. The minutes of the meeting should accurately reflect that a complete disclosure was made, the abstention from voting, the non-presence in the room when the vote was taken, and the quorum situation.
The foregoing requirements shall not be construed as preventing the Director from briefly stating his or her position in the matter, or from answering pertinent questions that may be directed toward that person by other Board members concerning the matter.
ARTICLE VIII - COMMITTEES
Section 1. BOARD COMMITTEES
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one (1) or more committees each of which shall consist of two (2) or more Directors and/or Members, to serve at its pleasure and to have such powers and perform such functions as may be assigned to them. The resolution designating a committee shall set forth the composition and responsibilities of any such committee.
Section 2. OTHER COMMITTEES
Other committees, ad hoc committees and task forces may be established by the Board of Directors or the President from time to time. They shall make recommendations to the Board of Directors, a committee of the Board of Directors, or the President and perform such other functions as requested, but shall not be empowered to act on behalf of the Board of Directors.
ARTICLE IX - OFFICERS
Section 1. OFFICERS OF THE CORPORATION
The Corporation shall have a President/Executive Director, Secretary, and Treasurer. The offices of Secretary and Treasurer may be held by the same person. The Board of Directors may elect such subordinate officers as it deems necessary to serve for such period and have such authority and perform such duties as the Board of Directors may authorize.
Section 2. ELECTION OF OFFICERS
The Officers shall be elected from the Board of Directors by majority vote by the Board of Directors at its annual meeting and shall serve for four (4) year terms and until their successors are elected and shall qualify. Officers may only serve two (2) term in the same office.
Section 3. REMOVAL
Any Officer may be removed from office at any time by a vote of the majority of the entire Board of Directors. Removal from office does not remove the Officer from the Board of Directors unless action is taken under Art. V Sect. 5 to remove the Director. If an Officer resigns or is removed as a Director under Art. V Sect. 5, s/he shall automatically be removed as an Officer.
Section 4. VACANCIES
A vacancy in any office caused by death, resignation, removal or otherwise shall be filled by the Board of Directors for the unexpired term.
ARTICLE X- DUTIES OF OFFICERS
Section 1. PRESIDENT/EXECUTIVE DIRECTOR
The President/Executive Director (“President”) shall supervise and control the business, property and affairs of the Corporation, subject to the authority given to the Board of Directors elsewhere in these Bylaws. The President shall preside at all meetings of the Board of Directors. The President shall execute on behalf of the Corporation deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except where the execution thereof shall be expressly delegated to another Officer or agent of the Corporation, or shall be required by law to be otherwise executed. The President shall appoint members of all committees. The President shall perform all duties incident to the office of the President.
Section 2. SECRETARY
The Secretary shall record or cause to be recorded the minutes of all meetings of the Board of Directors, shall be the custodian of the Corporation’s records and shall deliver the Corporate records to his or her successor in office. The Secretary shall have such other duties as assigned by the Board of Directors.
Section 3. TREASURER
The Treasurer of the Corporation shall oversee the financial condition of the Corporation and shall report to the Board of Directors at all meetings thereof concerning the financial condition of the Corporation. The Treasurer shall have such other duties as assigned by the Board of Directors. The Treasurer shall not have management responsibility for the financial operations of the Corporation.
ARTICLE XI - INDEMNIFICATION
Each Director or Officer of the Corporation, hereinafter collectively referred to as "Covered Persons" and their heirs and legal representatives, shall to the extent permitted in accordance with standards and procedures contained in R.S.Mo. 355.476, be indemnified and held harmless by the Corporation against any claims, demands, liabilities, expenses, counsel fees and costs reasonably incurred by them, their estate or their heirs in connection with, related to, or arising out of any action, suit, proceeding or claim in which any of them are made a party by reason of their being, of having been, such Covered Persons; provided, that in no case shall the Corporation indemnify and hold such Covered Persons harmless with respect to any matters as to which they are liable for malfeasance in the performance of their duties as such Covered Persons. The indemnification herein provided shall also apply to any amount paid in compromise of any action, suit, proceeding or claim asserted against such Covered Persons (including expenses, counsel fees and costs reasonably incurred in connection therewith) provided the Board of Directors shall have first approved such proposed compromise settlement, but in taking such action any Director involved shall not be qualified to vote thereon. In determining whether or not a Covered Person was liable for malfeasance in relation to such matters, the Board of Directors may rely conclusively upon an opinion of independent legal counsel selected by the Board of Directors.
Additionally, the Corporation may provide indemnification to any Covered Person or other employee or agent of the Corporation to the extent permitted by R.S.Mo. 355.476 and as the same may be amended.
The right of indemnification herein provided shall not be exclusive of any other rights to which such Covered Person may be lawfully entitled.
ARTICLE XII – ADDITIONAL PROVISIONS
Section 1. FISCAL YEAR
The fiscal year of the Corporation shall be established by the Board of Directors.
Section 2. SEAL
The Corporation shall have no seal.
ARTICLE XIII - AMENDMENT
These Bylaws may be amended by a 2/3rds majority vote of the Board of Directors. Any proposed amendment to these Bylaws must be presented to the Board of Directors at a regular meeting of the Board and may not be acted upon until the next regularly scheduled meeting of the Board of Direct
ARTICLE I - NAME
The name of the Corporation is Vincentian Marian Youth Southeast Missouri (VMY SEMO).
ARTICLE II - PURPOSES
The purposes of the Corporation shall be those described in the Articles of Incorporation. VMY SEMO shall, to the fullest extent permitted by law, follow the provisions outlined in the Statutes of Vincentian Marian Youth USA and the Vincentian Marian Youth International Lay Association.
ARTICLE III - DEFINITIONS
As used in these Bylaws, the following items shall be defined as stated herein:
1. The term "Corporation" shall refer to VMY SEMO.
2. The term "Members" shall refer to the members of VMY SEMO.
ARTICLE IV - MEMBERS
The Member of the Corporation shall be ex officio, Provincial Superior/Provincial Council of the Congregation of the Mission of the Western Province. The Member shall have such rights and exercise such responsibilities as are granted to them in the Articles of Incorporation, the Bylaws of the Corporation and under the laws of the State of Missouri.
The Corporation shall also have Participants. The Participants of the Corporation shall be youth who are actively engaged in the program and activities of VMY SEMO and the adult advisers who support those programs and activities.
ARTICLE V - RESERVED POWERS
Certain powers are reserved to the Member. These reserved powers are:
(a) Determining and maintaining the philosophy and identity of the Corporation;
(b) Removal of any member of the Board of Directors, for cause as determined by the Member;
(c) Approval of amendments to the Articles of Incorporation;
(d) Amendment of these Bylaws and approval of amendments to these Bylaws if such amendments originate with the Board of Directors;
(e) Approval of any borrowing or guaranties by the Corporation in accordance with policies which may be established by the Member;
(f) Approval of the purchase or sale or other acquisition, disposition or transfer of real estate, including any interest therein, by the Corporation, except for real estate received as a bequest or donation and not used in the charitable activities of the Corporation and with other exceptions which may be established by the Member;
(g) Initiation and approval of any merger, consolidation, reorganization or dissolution of the Corporation; and
(h) Receipt from the Board of Directors of an annual report of the operations and annual financial reports of the Corporation.
ARTICLE VI - BOARD OF DIRECTORS
Section 1. GOVERNANCE OF THE CORPORATION
The governance of the Corporation shall be exercised, its property controlled, and its affairs conducted by the Board of Directors. Each Director shall be entitled to one (1) vote on matters brought before the Board of Directors.
Section 2. COMPOSITION AND METHOD OF SELECTION
The Board of Directors shall consist of a President/Executive Director, Secretary, Treasurer, CM or DC adviser, and four (4) to six (6) adult lay advisers. Directors may be nominated to the Board by Members or by other Directors. Directors are elected by a majority vote of the Board of Directors from those nominated to serve on the Board of Directors.
Section 3. TERM OF OFFICE
The Directors shall serve four (4) year terms unless they are removed by the Directors. Directors may not serve more than two (2) full terms in office. A Director who is selected to fill a vacancy, as outlined in this Art. VI. Sect. 4, shall have been considered to have served a full term if his/her appointment to the Board was for more than 36 months. An appointment of less than 36 months to an unexpired term shall not be considered service of a full term for purposes of election to the Board of Directors.
Section 4. VACANCIES
All vacancies by death, resignation, removal, expiration of term, or otherwise occurring among the Directors shall be filled by the nomination process outlined in Art. VI, Sect. 2. If a Director is nominated to fill the unexpired term of a Director because of death, resignation, or removal, the newly elected Director shall serve the unexpired term of the departing Director’s term.
Section 5.
RESIGNATION AND REMOVAL
A Director may resign at any time by giving written notice of such Director's resignation to the President. Any Director may be removed at any time for cause. Cause shall be as determined by the Board of Directors. To remove a Director for cause, the Board of Directors must have a 2/3rds majority vote for such action. The Director subject to removal shall not have a right to vote on his/her removal for cause and shall not be counted in determining whether a 2/3rds majority has voted in favor of removal.
Section 6.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors shall have full power and authority to govern the affairs of the Corporation. Governance by the Board of Directors shall include, but shall not be limited to, the following matters:
(a) Developing policies for the effective operation of the Corporation in accordance with the purposes of the Corporation as stated in the Articles of Incorporation.
(b) Providing for effective management of the Corporation including the election or removal of the Officers of the Corporation.
(c) Monitoring and evaluating the operations of the Corporation.
(d) Planning and providing for the solvency and financial stability of the Corporation.
(e) Causing an annual operating budget for the Corporation to be prepared and approving such budget.
(f) Causing to be prepared reports of operations and financial reports of the Corporation.
(g) Performing such other functions as may be required of the Board of Directors for the operation of the Corporation.
Section 7. MEETINGS
The annual meeting of the Board of Directors shall be held at such time as may be determined by the Board of Directors. All meetings of the Board of Directors shall be held in Perry or Ste. Genevieve County, Missouri at such place as may be designated by the Board of Directors. Regular meetings of the Board of Directors will be held at such times as determined by the Board of Directors. Special meetings of the Board of Directors may be held when called by the President or by a majority of the Board of Directors. Except for confidential personnel, legal, or contract negotiations, Board meetings shall be open to the Members.
Section 8. NOTICE
Notice of time and place of all meetings shall be delivered personally or by telephone to each Director or sent by first class mail or facsimile or electronically, charges prepaid, addressed to each Director at that Director's address as shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least ten (10) days before the time of holding of the meeting. In case the notice is delivered personally, or by telephone or facsimile or electronically, it shall be delivered at least 72 hours before the time of holding of the meeting. Any oral notice given personally or by telephone must be communicated to the Director. Notice of any meeting of the Board of Directors need not state the business to be transacted nor the purpose thereof. Notice to any Director may be waived by executing a written waiver thereof or by attendance at any meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
Section 9. QUORUM
A majority of the Board of Directors shall be required for the transaction of business at any duly held meeting of the Board of Directors.
Section 10. TELEPHONE CONFERENCE
The Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at the meeting.
Section 11. VALIDATION OF MEETING
The transactions of the Board of Directors at any meeting, however called or noticed, or wherever held, shall be as valid as though they had taken place at a meeting held after call and notice if a quorum is present and if, either before or after the meeting each Director signs a written waiver of notice, a consent to the holding of such meeting, and an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
Section 12. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Directors or committee thereof under any provision of law, the Articles of Incorporation, or these Bylaws may be taken without a meeting if each Director or committee member signs a written consent which sets forth the action taken. Such written consents shall be filed with the minutes of the proceedings of the meeting. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors or committee members. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors or committee. Any certificate or other document filed on behalf of the Corporation relating to an action taken by the Directors without a meeting shall state that the action was taken by the unanimous written consent of the Directors without a meeting, and that the Bylaws of the Corporation authorized its Directors to so act.
Section 13. COMPENSATION
Directors shall not receive compensation for their services as Directors provided that nothing contained herein shall be construed to preclude a Director from serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE VII - CONFLICT OF INTEREST
Any duality of interest or possible conflict of interest on the part of any member of the Board of Directors should be disclosed to the other members of the Board of Directors and made a matter of record in the minutes of the meeting.
Any Director having a duality of interest or possible conflict of interest on any matter shall not vote or use personal influence on the matter, shall not be counted in determining the quorum for the meeting and shall not be present in the room when the Board of Directors votes on the matter. The minutes of the meeting should accurately reflect that a complete disclosure was made, the abstention from voting, the non-presence in the room when the vote was taken, and the quorum situation.
The foregoing requirements shall not be construed as preventing the Director from briefly stating his or her position in the matter, or from answering pertinent questions that may be directed toward that person by other Board members concerning the matter.
ARTICLE VIII - COMMITTEES
Section 1. BOARD COMMITTEES
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one (1) or more committees each of which shall consist of two (2) or more Directors and/or Members, to serve at its pleasure and to have such powers and perform such functions as may be assigned to them. The resolution designating a committee shall set forth the composition and responsibilities of any such committee.
Section 2. OTHER COMMITTEES
Other committees, ad hoc committees and task forces may be established by the Board of Directors or the President from time to time. They shall make recommendations to the Board of Directors, a committee of the Board of Directors, or the President and perform such other functions as requested, but shall not be empowered to act on behalf of the Board of Directors.
ARTICLE IX - OFFICERS
Section 1. OFFICERS OF THE CORPORATION
The Corporation shall have a President/Executive Director, Secretary, and Treasurer. The offices of Secretary and Treasurer may be held by the same person. The Board of Directors may elect such subordinate officers as it deems necessary to serve for such period and have such authority and perform such duties as the Board of Directors may authorize.
Section 2. ELECTION OF OFFICERS
The Officers shall be elected from the Board of Directors by majority vote by the Board of Directors at its annual meeting and shall serve for four (4) year terms and until their successors are elected and shall qualify. Officers may only serve two (2) term in the same office.
Section 3. REMOVAL
Any Officer may be removed from office at any time by a vote of the majority of the entire Board of Directors. Removal from office does not remove the Officer from the Board of Directors unless action is taken under Art. V Sect. 5 to remove the Director. If an Officer resigns or is removed as a Director under Art. V Sect. 5, s/he shall automatically be removed as an Officer.
Section 4. VACANCIES
A vacancy in any office caused by death, resignation, removal or otherwise shall be filled by the Board of Directors for the unexpired term.
ARTICLE X- DUTIES OF OFFICERS
Section 1. PRESIDENT/EXECUTIVE DIRECTOR
The President/Executive Director (“President”) shall supervise and control the business, property and affairs of the Corporation, subject to the authority given to the Board of Directors elsewhere in these Bylaws. The President shall preside at all meetings of the Board of Directors. The President shall execute on behalf of the Corporation deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except where the execution thereof shall be expressly delegated to another Officer or agent of the Corporation, or shall be required by law to be otherwise executed. The President shall appoint members of all committees. The President shall perform all duties incident to the office of the President.
Section 2. SECRETARY
The Secretary shall record or cause to be recorded the minutes of all meetings of the Board of Directors, shall be the custodian of the Corporation’s records and shall deliver the Corporate records to his or her successor in office. The Secretary shall have such other duties as assigned by the Board of Directors.
Section 3. TREASURER
The Treasurer of the Corporation shall oversee the financial condition of the Corporation and shall report to the Board of Directors at all meetings thereof concerning the financial condition of the Corporation. The Treasurer shall have such other duties as assigned by the Board of Directors. The Treasurer shall not have management responsibility for the financial operations of the Corporation.
ARTICLE XI - INDEMNIFICATION
Each Director or Officer of the Corporation, hereinafter collectively referred to as "Covered Persons" and their heirs and legal representatives, shall to the extent permitted in accordance with standards and procedures contained in R.S.Mo. 355.476, be indemnified and held harmless by the Corporation against any claims, demands, liabilities, expenses, counsel fees and costs reasonably incurred by them, their estate or their heirs in connection with, related to, or arising out of any action, suit, proceeding or claim in which any of them are made a party by reason of their being, of having been, such Covered Persons; provided, that in no case shall the Corporation indemnify and hold such Covered Persons harmless with respect to any matters as to which they are liable for malfeasance in the performance of their duties as such Covered Persons. The indemnification herein provided shall also apply to any amount paid in compromise of any action, suit, proceeding or claim asserted against such Covered Persons (including expenses, counsel fees and costs reasonably incurred in connection therewith) provided the Board of Directors shall have first approved such proposed compromise settlement, but in taking such action any Director involved shall not be qualified to vote thereon. In determining whether or not a Covered Person was liable for malfeasance in relation to such matters, the Board of Directors may rely conclusively upon an opinion of independent legal counsel selected by the Board of Directors.
Additionally, the Corporation may provide indemnification to any Covered Person or other employee or agent of the Corporation to the extent permitted by R.S.Mo. 355.476 and as the same may be amended.
The right of indemnification herein provided shall not be exclusive of any other rights to which such Covered Person may be lawfully entitled.
ARTICLE XII – ADDITIONAL PROVISIONS
Section 1. FISCAL YEAR
The fiscal year of the Corporation shall be established by the Board of Directors.
Section 2. SEAL
The Corporation shall have no seal.
ARTICLE XIII - AMENDMENT
These Bylaws may be amended by a 2/3rds majority vote of the Board of Directors. Any proposed amendment to these Bylaws must be presented to the Board of Directors at a regular meeting of the Board and may not be acted upon until the next regularly scheduled meeting of the Board of Direct