Article VI - Board of Directors Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Qualifications.
(a) A director must be a member of the corporation, with the exception of the director designated by virtue of subsection (e) of Section 3 of this Article VI.(b) There shall be thirteen (13) directors.(c) Each director shall serve a term of three (3) years, with the exceptions stated in Section 3 of this Article VI. No director shall serve more than two consecutive three year terms or serve for more than a total of eight years on the board of directors.(d) No person who receives, or a member of whose immediate family receives, remuneration from a grantee of the foundation shall be eligible to be named as a director. If a director receives, or a member of whose immediate family receives, remuneration from an organization that later applies for funds, that director may not vote on the award of funds to such applicant.(e) No person may be a director who is a member of, or a member of whose immediate family is a member of, the governing board of the authority which appoints that director.(f) No director will be eligible to vote on the award of funds to any organization applying for funds, if that director is a member of, or a member of whose immediate family is a member of, the governing board of the organization applying for funds.(g) For the purposes of these bylaws the immediate family includes spouse, children and parents. Section 3. Composition of the Board of Directors.
The composition of the board of directors shall be as follows:
(a) Six directors shall be appointed by the president of The Missouri Bar. Two shall be residents of or maintain an office for the practice of law within the City of Kansas City, Missouri, or Jackson County, Missouri; two shall be residents of or maintain an office for the practice of law within the City of St. Louis, Missouri, or St. Louis County, Missouri; and two shall be residents of or maintain an office for the practice of law within Missouri but outside the foregoing two geographical areas. The initial terms of these directors, appointed for terms commencing January 1, 1991, shall be staggered so as to provide that two directors from the City of St. Louis or St. Louis County serve a three-year term, two directors from Kansas City or Jackson County serve a two-year term and two directors from the geographical area outside the foregoing areas serve a one-year term.(b) Two directors who are residents of or who maintain an office for the practice of law within the City of Kansas City, Missouri, or Jackson County, Missouri, shall be designated by the Kansas City Bar Foundation.(c) Two directors who are residents of or who maintain an office for the practice of law within the City of St. Louis, Missouri, or St. Louis County, Missouri, shall be designated by the St. Louis Bar Foundation.(d) Two directors shall be named as follows: one designated by each of the two Missouri Legal Services programs receiving funding directly from the Legal Services Corporation and serving the largest number of clients in Missouri.(e) One non-attorney director shall be appointed by the Board of Governors of The Missouri Bar from the general populace. Each of the said appointing authorities shall advise the president of the foundation of its respective appointments for expiring board positions by December 1 of the year prior to the commencement of a new term. In the event that an appointing authority fails to timely advise the president of his, her or its appointments or ceases to exist, the Nominating Committee will place the name(s) of an eligible member in nomination. A director shall be elected by a majority vote at the annual meeting of the board to fill any such vacancy.
Section 4. Quorum. A quorum of the board shall consist of a majority of the members of the board. Once a quorum is established, it will continue throughout a meeting despite the absence of members of the board.
Section 5. Vacancies. Any member of the board of directors who has in any year missed two meetings of the board of directors without just cause as determined by the board shall upon notice be removed as a member of the board of directors. Any vacancy occurring on the board will be filled by the appointing authority responsible for the appointment of the member creating the vacancy. In the event no appointment of that director is made, then the vacancy occurring on the board may be filled by a majority vote of the board until the expiration of the term of the director as to which the vacancy has occurred. A director elected to fill a vacancy shall be elected for the unexpired term of that director's predecessor in office.
Section 6. Meetings of the Board of Directors.
(a) An annual meeting of the board shall be held as determined by the board.(b) Special meetings of the board may be called by or at the request of the president or any four directors. The person or persons authorized to call special meetings of the board may fix any reasonable place and time for holding the special meeting and shall give notice at least three days prior thereto in writing, delivered personally or sent by mail or telegram to the address of each member of the board as shown on the records of the corporation. Any director may waive notice of any meeting. The notice shall specifically state the purpose for which the meeting is being held. Any director may attend the special meeting without waiving the notice requirement for the expressed purpose of objecting to the transaction of any business because the meeting has not been lawfully called or convened.(c) Telephone meetings of the board of directors shall be permitted as provided by the board of directors from time to time. Section 7. Proxy Voting. At any meeting of the board of directors, an absent director may vote by proxy by appointing another director of the corporation to cast the votes which the absent director would be entitled to cast. Voting by proxy will be permitted only when written authorization of said appointment is received by the registered agent of the corporation prior to the meeting.
Section 8. Manner of Acting. The act of a majority of the directors present at the meeting at which a quorum is present shall be considered the act of the board of directors unless the act of a greater number is required by law or the bylaws.
Section 9. Compensation. The directors shall not receive any salary or compensation for their services as directors, but may be reimbursed for reasonable expenses incurred while carrying out their duties as members of this board of directors.
Section 10. Employment. The directors shall not receive any salary or compensation for their services as directors, but may be reimbursed for reasonable expenses incurred while carrying out their duties as members of this board of directors.
Mo. R. Gov. Bar Jud., r. 4, app 1, Missouri Lawyer Trust Account Foundation, art. VI