UCityUnited

UCityUnited
BYLAWS
(as approved 4 October 2006)

ARTICLE I

NAME and PURPOSE

Section 1 Name and Purpose - UCityUnited, an independent, non-partisan non-governmental body, is committed to shaping the future of University City by facilitating communications among the diverse groups of the City on matters of mutual concern. We are University City residents who believe great cities are created by informed and involved citizens. Our aim is to build community, accountability, and transparency in our organization and in the U-city government by:
(a) facilitating communication among residents and between residents and University City governmental bodies,
(b) monitoring Boards and commissions and reporting their activities to the residents,
(c) facilitating citizen study on issues of concern identified by residents ,
(d) developing non-partisan campaigns and other actions focused on issues selected by the organization, and
(e) diversifying and increasing citizen participation in governance.

ARTICLE II

MEMBERSHIP

Section 1 Membership - Membership in UCityUnited shall be annually renewable and open to any University City resident who pays dues each year. Initial dues are $5 per year. Paid members can vote on any issue brought before a general meeting.

ARTICLE III

BOARD OF DIRECTORS, OFFICERS

Section 1 Composition - The Board of Directors, hereafter referred to as “the Board”, shall consist of a minimum of twelve (12) directors who shall be residents of University City. Three shall be elected from each of the three wards. Chairs of standing committees, elected by the members of each committee, shall serve as Board members. From these, a president, vice-president, a secretary and a treasurer will be elected. Elections shall be at an annual general meeting, with nominations by the members present. Term - The first election will occur at the meeting scheduled for 4 October 2006, when five(5) directors shall be elected for a one-year term, four (4) for a two-year term. Each year thereafter, the directors standing for re-election, will be chosen for two year terms; this will provide staggered terms.

Section 2 Authority and Functions - The Board shall:
(a) assure the competent management of UCityUnited;
(b) responsible for developing UCityUnited’s long-range plan, goals and objectives;
(c) responsible for developing resources adequate to meet UCityUnited’s mission;
(d) review and approve all of UCityUnited’s policies;
(e) promote UCityUnited and its mission to the public and community leadership; and
(f) receive no compensation.

Section 3 Board Composition - The composition of the Board shall not conflict with any federal or state laws or regulations.

3.1 Terms of each of the directors shall be two years, except for the first elected Board, and directors may succeed themselves only two times for a limit of three, two year terms. After an interval of two years or more, directors may serve again.

3.2 Ex-officio members (non-voting) may also be appointed by the Board.

3.3 The term of office for present directors shall begin on the date of the next general meeting following their election

3.4 Ex-officio directors and directors emeriti - The Board may elect ex-officio directors and directors emeriti who shall have all the rights and privileges of directors excepting the right to vote or be included in a quorum. The terms of office of ex-officio directors shall be specified by the Board at the time of appointment. The terms of office of directors emeriti shall be for the lifetime of the director.

3.5 Directors in good standing shall be those directors who regularly attend Board meetings. These members shall be allowed to vote on issues which come before the Board. Any director who shall have three consecutive unexcused absences from regular Board meetings, or six unexcused absences in any twelve-month period, shall forfeit his/her Directorship. Directors can receive an excused absence by contacting the secretary of the Board in advance of a scheduled meeting.

Section 4 Officers - The officers of the Board, to be elected by the Board, shall be the president, the vice-president, the secretary and the treasurer. Officers will have terms of two years. The vice-president shall serve as acting president in the event of the president’s absence.

4.1 The Board shall elect from the directors of the Board a president, a vice-president, a secretary and a treasurer. Elected officers’ terms shall be two years or until their successors take office. Elected officers shall take office immediately upon election. Retiring elected officers shall yield all properties and records to their successor within fifteen days after election of a successor or termination of office.

Section 5 Duties and Responsibilities of the president - The president (or acting president) shall preside at all meetings of the Board and shall have the duties and powers accorded to the office as described in Robert’s Rules of Order. In addition, the president (or acting president) shall have those powers specified in these bylaws which include, but shall not be limited to, the powers to:

5.1 Make appointments of committees and committee chairpersons in compliance with these bylaws. Each committee will choose a chairperson.

5.2 May serve as ex-officio participant of all committees, without vote.

Section 6 Duties and Responsibilities of the vice-president - The vice-president shall preside in the absence of the president for the purpose of conducting meetings of the Board.

Section 7 Duties and Responsibilities of the secretary - The secretary shall oversee the maintenance of all official records of the Board and shall notify members of meetings, record and distribute minutes of meetings, maintain an organizational membership roster, and track absences of directors.

Section 8 Duties and Responsibilities of the treasurer - The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the organization, shall deposit all moneys and other valuable effects in the name and to the credit of UCityUnited in such depositories as may be designated by the Board, and shall perform such other duties as the Board may prescribe.

8.1 Disbursements; Account of Transactions - The treasurer shall disburse the funds of the organization as may be ordered by the Board, shall track disbursements, and shall render to the directors, at the regular meetings of the Board , or whenever they may require it, an account of all financial transactions and of the financial condition of the organization.

8.2 Financial Statement - The treasurer shall publish a year end financial statement within 120 days of the close of the calendar year. This financial statement shall include a list of all assets such as computer equipment, software, and office equipment.

Section 9 Quorum - A quorum of the Board shall be seven (7) directors present either in person or participating by telephone.

Section 10 Meetings - Meetings of the Board shall be open to the public and minutes of such
meetings shall be recorded and shall be available for public inspection, in accordance with applicable federal and state laws. The Board can open a meeting to public participation at its discretion.

10.1 Regular meetings - Regular meetings of the Board shall, at its convenience, be held no fewer than six (6) times per year. Directors shall be made aware of regular meetings at least three days in advance.

10.2 Special meetings - Special meetings of the Board may be called by the president, or by three(3) directors and held with a quorum of the directors. Directors shall be notified by mail, in person, or by telephone of such special meetings at least seventy-two hours prior to the time of the holding such a meeting. Verbal or written notice of special meetings shall specify the nature of any and all business to be conducted at said meetings, and business shall be limited to specified topics.

10.3 Voting - Each director must be present in person, by telephone, or by written proxy in order to exercise the privilege of voting.

10.4 Vacancies - Vacancies of the Board due to death, resignation, or removal from office shall be filled in the same manner as the original selection. The resignation of a director shall be come effective upon receipt by the president of a written resignation or upon the date specified therein. An individual selected to fill a vacancy shall serve for the unexpired term of his/her predecessor.

10.5 General Meetings of the Membership – General meetings of the entire membership of the organization shall be held as determined by the Board, but no less than three times per year. The annual meeting will be held in October, or at another time if so directed by the Board

Section 11 Conflicts of Interest - No director, committee, participant, or advisory group participant shall vote on any matter which would involve a conflict of interest, or the appearance of a conflict of interest.

Section 12 Rules of Order - All meetings of the Board and the committees or advisory groups of the Board shall be conducted in accordance with the latest edition of Robert’s Rules of Order. Decisions will be by vote of the majority of those present. In the absence of a quorum, no decisions may be made.

ARTICLE IV

COMMITTEES AND ADVISORY GROUPS

Section 1 Standing Committees - UCityUnited shall initially have the following standing committees, size and composition to be determined by the Board:

1.1 Monitoring and Communications Committee.

1.2 Issues Committee.

1.3 Leadership Development Committee.

1.4 Ad Hoc Committees and Advisory Groups - The president, with the advice of the Executive Committee, shall appoint such committees and advisory groups as may be appropriate to the conduct of activities of the Board, or as directed by the Board. All committees and advisory group recommendations are advisory only and are not binding upon the Board until or unless formally approved by the Board.

ARTICLE V

REVISIONS AND AMENDMENTS

Section 1 Amendments - These bylaws may be revised or amended by a two-thirds vote of those present at a general meeting of the membership, provided that the proposed changes are submitted in writing to the membership no less than fifteen days in advance of said meeting. All amendments to the Articles of Incorporation and these bylaws shall become effective immediately upon adoption, subject to the provisions of Sections 355.591 and 355.596, R.S.Mo.

DISSOLUTION OF THE ORGANIZATION

Section 1 Dissolution – In the event of dissolution of the organization, assets will be donated to another non-profit organization or other organizations whose mission(s) benefit University City.

Adopted this 4th day of October, 2006.

____________________________________
secretary
.
POLICIES AND PROCEDURES (NOT PART OF BYLAWS)

Section 1 Standing Committees - UCityUnited shall initially have the following standing committees, size and composition to be determined by the Board:

1.1 Monitoring and Communications Committee will monitor University City government – the City Council, the various Boards and commissions. The Committee will communicate the results of monitoring, information from any other Committee, and from the Board, using modalities they choose, to include a web site, email, flyers, meetings. The web site should include the opportunity for readers to comment.

1.2 Issues Committee will solicit recommendations from members, then deliberate, on which issues should be chosen as UCityUnited Focus Issues. After additional discussion and research the Committee will make recommendations to the Board of Directors at to issue selection. The Board will make the final selection. The Issues Committee will also establish specific Focus Issues groups, creating ad hoc subcommittees of members interested in working on a selected topic. Committee members will work on Focus Issue groups as desired. The Issues Committee will also make recommendations to the Board of Directors on when Focus Issues should be elevated to the status of a campaign issue for UCityUnited, and work with other members to organize and implement such campaigns as needed. .

1.3 Leadership Development Committee will provide educational resources to encourage and help residents to seek elective or appointive office.

(a) The committee will establish a Leadership UCity program, to run annually from January to March, to provide participants with the opportunity to learn about University City’s charter form of government; the city’s finances; the city’s businesses; and other relevant issues.

(b) The committee will also sponsor a workshop for potential candidates for elective office, to provide background information on the responsibilities of public office holders in University City and on how to set up and run a political campaign. This workshop will be held annually in November.

1.4 Ad Hoc Committees and Advisory Groups - The chairperson, with the advice of the Executive Committee, shall appoint such committees and advisory groups as may be appropriate to the conduct of activities of the Board, or as directed by the Board. All committees and advisory group recommendations are advisory only and are not binding upon the Board until or unless formally approved by the Board.

UCityUnited
Proposed BYLAWS

ARTICLE I

NAME and PURPOSE

Section 1 Name and Purpose - UCityUnited, an independent non-governmental body, is committed to shaping the future of University City by facilitating communications among the diverse groups of the City on matters of mutual concern. We are University City residents who believe great cities are created by informed and involved citizens. Our aim is to build community, accountability, and transparency in our organization and in the U-city government by:
(a) facilitating communication among residents and between residents and governmental bodies,
(b) monitoring Boards and commissions and reporting their activities to the residents,
(c) facilitating citizen study on issues of concern identified by residents ,
(d) developing non-partisan campaigns and other actions focused on issues selected by the organization, and
(e) diversifying and increasing citizen participation in governance.

ARTICLE II

MEMBERSHIP

Section 1 Membership - Membership in UCityUnited shall be annually renewable and open to any University City resident who pays dues each year. Initial dues are $5 per year. Paid members can vote on any issue brought before a general meeting.

ARTICLE III

BOARD OF DIRECTORS, OFFICERS

Section 1 Composition - The Board of Directors, hereafter referred to as “the Board”, shall consist of a minimum of twelve (12) directors who shall be residents of University City. Three shall be elected from each of the three wards. Chairs of standing committees, elected by the members of each committee, shall serve as Board members. From these, a president, vice-president, a secretary and a treasurer will be elected. Elections shall be at an annual general meeting, with nominations by the members present. Term - The first election will occur at the meeting scheduled for 4 October 2006, when five (5) directors shall be elected for a one-year term, four (4) for a two-year term. Each year thereafter, the directors standing for re-election, will be chosen for two year terms; this will provide staggered terms.

Section 2 Authority and Functions - The Board shall:
(a) assure the competent management of UCityUnited;
(b) responsible for developing UCityUnited’s long-range plan, goals and objectives;
(c) responsible for developing resources adequate to meet UCityUnited’s mission;
(d) review and approve all of UCityUnited’s policies;
(e) promote UCityUnited and its mission to the public and community leadership; and
(f) receive no compensation.

Section 3 Board Composition - The composition of the Board shall not conflict with any federal or state laws or regulations.

3.1 Terms of each of the directors shall be two years, except for the first elected Board, and directors may succeed themselves only two times for a limit of three, two year terms. After an interval of two years or more, directors may serve again.

3.2 Ex-officio members (non-voting) may also be appointed by the Board.

3.3 The term of office for present directors shall begin on the date of the next general meeting following their election

3.4 Ex-officio directors and directors emeriti - The Board may elect ex-officio directors and directors emeriti who shall have all the rights and privileges of directors excepting the right to vote or be included in a quorum. The terms of office of ex-officio directors shall be specified by the Board at the time of appointment. The terms of office of directors emeriti shall be for the lifetime of the director.

3.5 Directors in good standing shall be those directors who regularly attend Board meetings. These members shall be allowed to vote on issues which come before the Board. Any director who shall have three consecutive unexcused absences from regular Board meetings, or six unexcused absences in any twelve-month period, shall forfeit his/her Directorship. Directors can receive an excused absence by contacting the secretary of the Board in advance of a scheduled meeting.

Section 4 Officers - The officers of the Board, to be elected by the Board, shall be the president, the vice-president, the secretary and the treasurer. Officers will have terms of two years. The vice-president shall serve as acting president in the event of the president’s absence.

4.1 The Board shall elect from the directors of the Board a president, a vice-president, a secretary and a treasurer. Elected officers’ terms shall be two years or until their successors take office. Elected officers shall take office immediately upon election. Retiring elected officers shall yield all properties and records to their successor within fifteen days after election of a successor or termination of office.

Section 5 Duties and Responsibilities of the president - The president (or acting president) shall preside at all meetings of the Board and shall have the duties and powers accorded to the office as described in Robert’s Rules of Order. In addition, the president (or acting president) shall have those powers specified in these bylaws which include, but shall not be limited to, the powers to:

5.1 Make appointments of committees and committee chairpersons in compliance with these bylaws. Each committee will choose a chairperson.

5.2 May serve as ex-officio participant of all committees, without vote.

Section 6 Duties and Responsibilities of the vice-president - The vice-president shall preside in the absence of the president for the purpose of conducting meetings of the Board.

Section 7 Duties and Responsibilities of the secretary - The secretary shall oversee the maintenance of all official records of the Board and shall notify members of meetings, record and distribute minutes of meetings, maintain an organizational membership roster, and track absences of directors.

Section 8 Duties and Responsibilities of the treasurer - The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the organization, shall deposit all moneys and other valuable effects in the name and to the credit of UCityUnited in such depositories as may be designated by the Board, and shall perform such other duties as the Board may prescribe.

8.1 Disbursements; Account of Transactions - The treasurer shall disburse the funds of the organization as may be ordered by the Board, shall track disbursements, and shall render to the directors, at the regular meetings of the Board , or whenever they may require it, an account of all financial transactions and of the financial condition of the organization.

8.2 Financial Statement - The treasurer shall publish a year end financial statement within 120 days of the close of the calendar year. This financial statement shall include a list of all assets such as computer equipment, software, and office equipment.

Section 9 Quorum - A quorum of the Board shall be seven (7) directors present either in person or participating by telephone.

Section 10 Meetings - Meetings of the Board shall be open to the public and minutes of such
meetings shall be recorded and shall be available for public inspection, in
accordance with applicable federal and state laws. The Board can open a meeting to public participation at its discretion.

10.1 Regular meetings - Regular meetings of the Board shall, at its convenience, be held no fewer than six (6) times per year. Directors shall be made aware of regular meetings at least three days in advance.

10.2 Special meetings - Special meetings of the Board may be called by the president, or by three (3) directors and held with a quorum of the directors. Directors shall be notified by mail, in person, or by telephone of such special meetings at least seventy-two hours prior to the time of the holding such a meeting. Verbal or written notice of special meetings shall specify the nature of any and all business to be conducted at said meetings, and business shall be limited to specified topics.

10.3 Voting - Each director must be present in person, by telephone, or by written proxy in order to exercise the privilege of voting.

10.4 Vacancies - Vacancies of the Board due to death, resignation, or removal from office shall be filled in the same manner as the original selection. The resignation of a director shall be come effective upon receipt by the president of a written resignation or upon the date specified therein. An individual selected to fill a vacancy shall serve for the unexpired term of his/her predecessor.

10.5 General Meetings of the Membership – General meetings of the entire membership of the organization shall be held as determined by the Board, but no less than three times per year. The annual meeting will be held in October, or at another time if so directed by the Board

Section 11 Conflicts of Interest - No director, committee, participant, or advisory group participant shall vote on any matter which would involve a conflict of interest, or the appearance of a conflict of interest.

Section 12 Rules of Order - All meetings of the Board and the committees or advisory groups of the Board shall be conducted in accordance with the latest edition of Robert’s Rules of Order. Decisions will be by vote of the majority of those present. In the absence of a quorum, no decisions may be made.

ARTICLE IV

COMMITTEES AND ADVISORY GROUPS

Section 1 Standing Committees - UCityUnited shall initially have the following standing committees, size and composition to be determined by the Board:

1.1 Monitoring and Communications Committee.

1.2 Issues Committee.

1.3 Leadership Development Committee.

1.4 Ad Hoc Committees and Advisory Groups - The president, with the advice of the Executive Committee, shall appoint such committees and advisory groups as may be appropriate to the conduct of activities of the Board, or as directed by the Board. All committees and advisory group recommendations are advisory only and are not binding upon the Board until or unless formally approved by the Board.

ARTICLE V

REVISIONS AND AMENDMENTS

Section 1 Amendments - These bylaws may be revised or amended by a two-thirds vote of those present at a general meeting of the membership, provided that the proposed changes are submitted in writing to the membership no less than fifteen days in advance of said meeting. All amendments to the Articles of Incorporation and these bylaws shall become effective immediately upon adoption, subject to the provisions of Sections 355.591 and 355.596, R.S.Mo.

DISSOLUTION OF THE ORGANIZATION

Section 1 Dissolution – In the event of dissolution of the organization, assets will be donated to another non-profit organization or other organizations whose mission(s) benefit University City.

Adopted this 4th day of October, 2006.

____________________________________
Secretary
POLICIES AND PROCEDURES (NOT PART OF BYLAWS)

Section 1 Standing Committees - UCityUnited shall initially have the following standing committees, size and composition to be determined by the Board:

1.1 Monitoring and Communications Committee will monitor University City government – the City Council, the various Boards and commissions. The Committee will communicate the results of monitoring, information from any other Committee, and from the Board, using modalities they choose, to include a web site, email, flyers, meetings. The web site should include the opportunity for readers to comment.

1.2 Issues Committee will solicit recommendations from members, then deliberate, on which issues should be chosen as UCityUnited Focus Issues. After additional discussion and research the Committee will make recommendations to the Board of Directors at to issue selection. The Board will make the final selection . The Issues Committee will also establish specific Focus Issues groups, creating ad hoc subcommittees of members interested in working on a selected topic. Committee members will work on Focus Issue groups as desired. The Issues Committee will also make recommendations to the Board of Directors on when Focus Issues should be elevated to the status of a campaign issue for UCityUnited, and work with other members to organize and implement such campaigns as needed. .

1.3 Leadership Development Committee will provide educational resources to encourage and help residents to seek elective or appointive office.

(a) The committee will establish a Leadership UCity program, to run annually from January to March, to provide participants with the opportunity to learn about University City’s charter form of government; the city’s finances; the city’s businesses; and other relevant issues.

(b) The committee will also sponsor a workshop for potential candidates for elective office, to provide background information on the responsibilities of public office holders in University City and on how to set up and run a political campaign. This workshop will be held annually in November.

1.4 Ad Hoc Committees and Advisory Groups - The chairperson, with the advice of the Executive Committee, shall appoint such committees and advisory groups as may be appropriate to the conduct of activities of the Board, or as directed by the Board. All committees and advisory group recommendations are advisory only and are not binding upon the Board until or unless formally approved by the Board.