Homeless Services Coalition
of
Greater Kansas City
By-Laws

(A Missouri Public Benefit Corporation)

Article I. Name: The name of the organization is the Homeless Services Coalition of Greater Kansas City.

• Section 1. Registered Office.  The registered office shall be in Kansas City, Jackson County, Missouri.

• Section 2.  Admission to Membership: Any interested person, agency or organization may become a member by completing an application and paying dues.  The Board of Directors shall vote on all requests for membership.
• Section 3.   Membership Term: The term of membership is one year.
• Section 4. Members Resignation: Any member of the Homeless Services Coalition of Greater Kansas City may resign at any time, by giving written notice, or resignation will be considered automatic if the member fails to pay dues.
• Section 5. Member Expulsion: A member shall be expelled following:
• A vote of the Ethics Committee, provided the expelled member is given prior notice and an opportunity to be heard, and then
• A vote of the Board of Directors, and then,
• A two-thirds, vote of the members present at a membership meeting.
• Section 6. Membership Dues: Members shall pay yearly dues, in the amount determined by the Board of Directors, said amount will be reviewed annually.  By vote of the Board of Directors, payment of dues may be waived or delayed in cases of hardship.
• Section 7. Regular Membership Meetings: Regular membership meetings will be held on the third Wednesday of every month, unless otherwise scheduled by the Board of Directors.
• Section 8. Annual Membership Meeting: The Annual meeting of Homeless Services Coalition of Greater Kansas City shall be held during the month of June each year. At this meeting:
• The Chair will give a State of the Coalition Report;
• The Treasurer will make the annual financial report, and;
• The membership will hold elections.
• Section 9. Special Membership Meetings: Special or emergency meetings of the membership may be called by the Chairperson or the Vice-Chairperson.
• Section 10. Notice for Membership Meetings: Notice for all membership meetings shall be given when possible at least one week prior to the meeting, or at least 24 hours prior to an emergency meeting.
• Section 11. Quorum for Membership Meetings: A quorum for membership meetings shall be one-third of paid membership.
• Section 12.  Voting at Membership Meetings: All matters shall be decided by a simple majority vote, (unless stated otherwise in these by-laws.) Each member, whose dues are current, has one vote.  Proxy voting is not permitted.
• Section 13.   Chairing Membership Meetings: Membership meetings shall be facilitated by the Chairperson or the Chairperson’s designee.

• Section 1. Composition of the Board: The Board of Directors shall consist of not more than fifteen persons who are members of the organization, as determined by the membership.  The Board of Directors membership shall consist of:
• Eight individuals from social service agencies, and;
• Seven individuals from the community at large, to include a current or formerly homeless person.
• Section 2.  Powers and Duties: The Board of Directors shall manage the business affairs of the Organization.
• Section 3.   Election of Board Members: Board members will be elected at the Annual Membership Meeting, by vote of the members.
• Section 4. Terms of Board Members: Board members shall serve a two year term. Board members may be re-elected for up to three successive terms.
• Section 5.   Board Vacancies: Board vacancies occurring between Annual meetings will be filled by vote of the Board of Directors.
• Section 6. Board Member Resignation: Any member of the Board may resign with written notice.  Any member of the Board who misses three consecutive Board meetings, without good cause, shall be presumed to have resigned.
• Section 7.   Board Member Removal: A Board member may be removed by two-thirds vote of the coalition membership.
• Section 8.   Regular Board Meetings: Regular Board meetings will be held once a month. All Board meetings are open.
• Section 9.  Special Board Meetings: Special or emergency Board meetings may be called by the Chair, with 24 hour prior notice.
• Section 10.   Voting at Board Meetings: All matters shall be decided by the vote of a majority of board members. Each Board member shall have one vote.
• Section 11. Quorum for Board Meetings: Quorum for Board meetings shall be a simple majority of the Board members.
• Article V.   Officers, Terms and Elections: The Homeless Services Coalition of Greater Kansas City shall have four officers: Chair, Vice-Chair, Secretary, and Treasurer. The Board will elect its officers at its first meeting following the Annual Membership Meeting.
• Section 1. Chairperson: The Chairperson shall:
• Facilitate at Board meetings,
• Facilitate at the Annual meeting,
• Facilitate at general membership meetings,
• Act as a spokesperson for the group,
• Schedule meetings,
• Insure other officers perform their duties,
• Appoint volunteers to serve as committee members, and
• Delegate duties as necessary.
• Section 2.   Vice-Chairperson: The Vice-Chairperson shall:
• 2.1 Fulfill the duties of the Chairperson when the
• Chairperson is unavailable
• 2.2 Be appointed Interim Chairperson should the
• Chairperson resign or leave office.
• 2.3 Coordinate the work of committees.
• Section 3. Secretary: The Secretary shall:
• Keep minutes of both Board and general meetings.
• Safeguard the archives of the organization.
• Attach the corporate seal to all instruments requiring a seal.
• Give notice of meetings of Directors required by law and by these Bylaws.
• Perform such other duties as are usually incident to the office of the Secretary.
• Section 4.   Treasurer: The Treasurer shall:
• Have charge of the funds of the corporation.
• Oversee the preparation of the quarterly and annual financial reports.
• Insure the safeguarding of the records and receipts of all expenses and income.

• Article VI.   Committees: Homeless Services Coalition of Greater Kansas City shall have the following committees.  Additional committees may be created by the membership or the Board, as needed.
• Section 1. Ethics Committee: The Ethics Committee is charged with ensuring the integrity of the organization.
• The Committee will establish a general statement of standards of conduct for the organization’s membership.
• The Committee will establish baseline standards for homeless shelters.
• The Committee will also hear complaints regarding violations of the Homeless Services Coalition’s standards, investigate those complaints, and report recommended action to the Board of Directors.
• Section 2. Nominating Committee: The Nominating Committee is charged with presiding over the election process.
• The Committee will receive, from the general membership, nominations for persons to serve on the Board of Directors.
• The Committee will also solicit individuals for board membership.
• The Committee will present a slate to the membership prior to the annual membership meeting in June.
• The Committee will facilitate the election process.
• Section 3. Continuum of Care Committee: The Continuum of Care Committee is dedicated to defining, evaluating, and enhancing the Continuum of Care system.
• Section 4. Community Awareness Committee: The Community Awareness Committee is charged with developing a community education campaign.
• Section 5. Development Committee: The Development Committee is charged with the creation of a funding strategy.
• Article VII.   Limitations on Activity: No part of the net earnings of the Organization shall inure to the benefit of, or distributable to the members, directors, or officers of the Organization, except that the Organization shall have the authority to pay reasonable compensation for services actually rendered to or for the Organization.  The Organization shall not participate, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.  No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation. Notwithstanding any other provision of the By-Laws of the Organization, or any provision of the Missouri laws governing or pertaining to the Organization, the Organization described in Section 501 ( c ) 3 of the Internal Revenue Code of 1986 (or the corresponding provisions of a future Federal Income Tax Law).
• Article VIII. Dissolution: The remaining assets of the Organization, in the event of dissolution or final liquidation, shall be applied and distributed as follows: All liabilities and obligations of the Organization shall be paid, satisfied and discharged, or adequate provisions shall be made therefore;  assets held by the Organization under condition requiring return, transfer or conveyance, which condition occurs by reason of the conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; all remaining assets of every nature and description whatsoever, shall be distributed to one or more Corporations, funds or foundations, qualified for exemption from tax as an exclusively charitable or educational organization, fund or foundation under the Internal Revenue Code of 1986, as amended, or its successor provisions.
• Article IX.   Payment Instruments and Contracts: All of the Corporation’s notes, checks and other instruments for payment of money or contracts shall be signed by the Executive Director or officers or such other person(s) designated by the Board of Directors from time to time.  All expenditures over $750 must have two authorized signatures.
• Article X.   Fiscal Year: The fiscal year shall begin on the first day of July, and end on the 30^th day of June of each year.
• Article XI.   Amendments: These By-Laws may be amended by two-thirds vote of the members, at a membership meetings, provided the text of the amendment is submitted to the membership at least 24 hours prior to the meeting.
• Article XII. Indemnification: Except as otherwise provided in this Article, the corporation shall indemnify the Directors and its officers, employees and agents to the greatest extent permitted in the Articles of Incorporation and, if no such provision is set forth therein, to the greatest extent permitted by Section 351.355 RSMo., as amended from time to time.  To the extent such statute requires the Board of Directors to make certain findings, before the Corporation is obligated or permitted to indemnify a Director, officer, employee or agent the corporation shall have no liability to any such person unless the Board of Directors, acting in good faith, makes all required findings. 
• Section 1. Notifications. Promptly after receiving a written threat, demand or notice that any person will commence or has commenced an action, suit, or other proceeding for which the Corporation may be obligated to indemnify a person under the Articles of Incorporation or these bylaws, the affected Director, officer, employee or agent shall promptly give written notice thereof to the Chairperson of the Board.  A person’s failure to promptly notify the Corporation shall only relieve the Corporation of its liability under this Article to the extent that such delay or failure materially prejudices the Corporation’s defense of such claim.
• Section 2. Not Exclusive. The indemnification provided herein shall not be exclusive of any other rights to which those seeking indemnification may be entitled under applicable law, the Articles of Incorporation, or any agreement with the Corporation, or a vote of membership.

• Certification By Secretary
• I, ___________________________________, Secretary of the Homeless Services Coalition of Greater Kansas City, certify that the membership voted on the ________ day of__________________, to adopt these By-Laws.
•     ______________________,
•                                             Secretary

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