BY-LAWS

of

MID-AMERICA, INC. dba SOUTHEAST KANSAS, INC.

 

 

ARTICLE I

Statement of Purposes

 

This corporation is organized for the purpose of advancing economic development efforts in Southeast Kansas, with the authority to promote and assist the growth and development of both existing and recruited enterprises. Doing so will include efforts to develop regional leadership and provide regional representation on issues of common interests. The corporation shall have no capital stock and shall be composed of members rather than through stockholders. The furthermore is not authorized for pecuniary profit and shall have no power to declare dividends nor to disperse any part of its net earnings to the benefit of any member, director or individual. Nothing provided herein shall prohibit the corporation from paying its just debts.

 

ARTICLE II

Registered agent and Registered office

 

The registered agent of the corporation shall be Bruce E. Fairbank.  The registered office of the corporation shall be 3333 S.W. Wanamaker, Topeka, Kansas 66614.  

 

 

ARTICLE III

Fiscal Year

 

The fiscal year for the corporation shall begin on January 1st of each year and run until December 31st.

 

 

ARTICLE IV

Membership and Dues

 

Section 1. Provisions for Membership

Upon approval by at least one-third of the members of the Board of Directors, any person or corporation may become a member of this corporation by payment of the dues hereafter provided for in this article, except that no political party or political organizations shall be eligible for membership.   Any member may resign upon written request to the Board of Directors.  Any member shall be expelled for non-payment of dues after 180 days from the due date, unless otherwise extended by the Board of Directors for good cause.  Any member may be expelled, after notice and an opportunity to be heard, by a two-third vote of the Board of Directors at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the corporation.

 

Section 2. Establishing dues.

The annual dues of all members of this corporation shall be established, from time to time, by the Board by adoption of a resolution. Such dues shall be paid annually. The period of the membership for those persons or corporations shall run for a period of one year from the date on which the dues establishing such membership is paid and from year to year thereafter as dues are paid.

 

Any member in default in payment of dues shall be ipso facto suspended from all privileges of membership, and if after notice such default be not cured within a period of 180 days, the membership of such member shall automatically cease and terminate.

 

 

ARTICLE V

Duties and Powers of Members

 

Section 1. Power to Make By-Laws.

The Members shall have the power to make and alter any by-laws of the corporation, subject to the provisions of Article XII of these by-laws.

 

Section 2. Power to Elect Officers.

Taking into consideration the recommendations of the Nominating Committee (as outlined in Article VIII Section 4), the Members shall elect a President, Vice President, Assistant Vice President, Secretary, Treasurer and Members-at-Large to serve on the Board.  The board shall consist of no less than nine (9) members, but not more than twenty-five (25). The Board must be actively involved in encouraging economic development in Area of Operations as outlined in Article I. The Board Members may be currently employed or retired. Retirees may represent the field from which they retired. 

 

The Members shall have the power to appoint such other officers and agents as the board may deem necessary for transaction of the business of the corporation.

 

 

ARTICLE VI

Meetings

 

Section 1. Place of meeting.

Any or all meetings of the members of the Board of Directors (hereinafter “Board”) of the corporation shall be held at any place within or without the State of Kansas pursuant to a notice provided to the Board.

 

Section 2. Annual meeting of Members.

An annual meeting of the members shall be held each year, in January, one of the purposes of which shall be the election of officers pursuant to Article V Section 2.

 

Section 3. Notice of annual meeting of Members.

At least ten (10) days prior to the date fixed by Section 2 of this article for the holding of the annual meeting of members, notice of the time and place of such meeting shall be mailed, e-mailed or faxed to each member entitled to vote at such meeting.  The list of nominees for election to office chosen by the Nominating Committee shall be included with the notice.

 

Section 4. Delayed annual meeting.

If for any reason the annual meeting of the Members shall not be held such meeting may be called and held as a special meeting, and the same proceedings may be had there as at an annual meeting. Provided, however, that the notice of such meeting shall be the same herein required for the annual meeting.

 

Section 5. Special meeting of members.

A special meeting of the Members may be called at any time by the President or by a majority of the Board. The Secretary, upon the written request of the President or of the majority of the Board, shall prepare a notice of the meeting, which is to be mailed, e-mailed or faxed at least seven (7) days prior to the date of the special meeting.

 

Section 6. Regular meetings of Members.

Regular meetings of the Members shall be held not less frequently than once each year. However, the Board may determine in advance to cancel any single meeting. Notice of the regular meeting of the Members shall be mailed, e-mailed, or faxed no later than ten (10) days prior to the date of the regular meeting.

 

Section 7. Regular meetings of the Board of Directors.

Regular meetings of the Board shall be held not less frequently than quarterly. However, the President may cancel any single meeting and reschedule it within 30 days. Notice of the regular meeting of the Board shall be mailed, faxed, or e-mailed no later than seven (7) days prior to the date of the regular meeting.

 

Section 8. Special meetings of the Board of Directors.

A special meeting of the Board may be called at any time by the President or by a majority of the Board. Notice of the meeting should be transmitted by mail, fax, e-mail, or phone at least twenty-four (24) hours prior to the date of the special meeting.

 

 

ARTICLE VII

Quorum

 

Section 1. Quorum of Members.

A majority of members present in person or by proxy shall constitute a quorum at any meeting of the members.

 

Section 2. Quorum of Board of Directors.

No less than 50% of the Board Members in person or by proxy at any meeting shall constitute a quorum.  For purposes of meetings of the Board of Directors only, the definition of “present at any meeting” shall include participation in a meeting by telephone and teleconference. 

 

 

ARTICLE VIII

Voting, Elections and Proxies

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Section 1. Entitlement to vote.

Each member of the corporation shall, at every meeting of the members, be entitled to one vote in person or by proxy upon any subject properly submitted to a vote. 

 

Section 2. Proxies.

No proxy shall be deemed operative unless and until signed by the member and filed with the corporation. In the absence of limitation to the contrary contained in the proxy, the same shall extend to all meetings and shall remain in force for one year from its date, and no longer.

 

Section 3. Vote by Shareholder Corporation.

Any other corporation owning voting memberships in the corporation may vote upon the same by the president of such corporation holding memberships, or by proxy appointed by said person.

 

Section 4. Nominating Committee.

The President shall appoint a Nominating Committee of members who are representative of the counties for the purpose of nominating officer candidates, and members at large.  The President shall appoint a Chair of such committee.  The list of nominees for office chosen by the Nominating Committee shall be provided to the members with the notice of the annual meeting at which elections shall be held.

 

 

ARTICLE IX

Duties and Powers of the Board of Directors 

Section 1. Board of Directors

The management of the corporation shall be vested in a Board of Directors.  The Board shall consist of the duly elected President, Vice President, Secretary, Treasurer, Assistant Vice President, Committee and Council Chairs, including a representative from the Manufacturer’s Forum of Southeast Kansas and the Southeast Kansas Tourism Region, and at least five Members-at-Large representing the geographic areas of the corporation. The Members-at-Large shall each serve an Initial Term.  Each Member-at-Large of the Board shall hold office for a term of three (3) years or until their successor is elected and qualified.  Board members are eligible for re-election, but no Board member shall serve more than six years, unless serving as an officer.  The Executive Director shall serve on the Board as a non-voting ex-officio member.  In addition, the President may, with the approval of the Board, appoint additional non-voting ex-officio members.  Each ex-officio member shall be appointed to serve a term of one year.

 

Section 2. Removal of Officers and Agents.

Any officer or agent, including the Executive Director, may be removed by a majority of members of the Board or by a majority of the general membership whenever, in their judgment, the business interests of the corporation will be served thereby.

 

Section 3. Power to Fill Vacancies

The Board shall have the power to fill any vacancy in any office occurring from any reason whatsoever.  Any person selected to fill a vacancy on the Board shall serve the remainder of the term for which they have been selected.  The Board may request and accept nominations for candidates to fill vacancies from the membership or from the nominating committee.

 

Section 4. Delegation of Powers.

For any reason deemed sufficient by the Board, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or member, but no officer or member shall execute, acknowledge or verify any instrument in more than one capacity.

 

Section 5. Power to Require Bonds.

The Board may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of his duties.

 

Section 6. Compensation

No member of the Board shall receive compensation for his services, unless he has provided a legitimate business service to Mid-America, Inc. dba Southeast Kansas, Inc. outside of his elected obligations.

 

 

Section 7. Corporation Requirements

The Board of Directors shall maintain Director’s and Officers’ Liability and Errors and Omissions insurance.

 

 

ARTICLE X

Duties and Powers of Officers

 

Section 1. President of the Board of Directors

The President of the Board shall be selected by and from the membership, and shall advice, with all other officers, on the policies of the corporation, and shall preside over all meetings of the Board, and the members of the corporation.

 

Section 2. Vice-President

The Vice President shall be selected by and from the membership and shall be an ex-officio member of all committees, shall coordinate investment activities and preside at meetings in the absence of the President.

 

Section 3. Assistant Vice President

The Assistant Vice President shall be the outgoing President and shall serve on the Board to assist the President and Vice President through his or her advice and council.

 

Section 4. Secretary

The Secretary shall attend all meetings of the corporation and cause to be preserved in the book’s true minutes of the proceedings of all such meetings.

 

Section 5. Treasurer

The Treasurer shall authorize disbursement of funds of the corporation as authorized by the Board; and shall present at all meetings an accounting of all financial transactions of the corporation.

 

Section 6. Members-at-Large

The Members-at-Large shall attend all meetings of the corporation and shall help provide a rounded view to the discussions of the Board. 

 

Section 7. Committee Chairs

The Committee Chairs shall attend all meetings of the corporation. They shall provide reports on the activities of their various committees and bring to the entire Board’s attention specific concerns in their special areas as policies are discussed and approved.

 

 

ARTICLE XI

Powers and Duties of Committees

 

Section 1. Committees

There shall be an Executive Committee consisting of the President, Vice President, Assistant Vice President, Secretary, Treasurer, and at least five Members-at Large, all of which are voting members of the Board. Executive Committee must have at least five voting members present to conduct business. Two of the Members must have commercial lending experience and at least one member must have economic, community or workforce development experience. Delegation of authority to an Executive Committee does not relieve the Board of its responsibilities. No further delegation or re-delegation of a Board’s authority is permitted.  Standing committees can be created by the Board as necessary and are not exclusive to Economic Development, the Manufacturer’s Forum and Legislative Council.  It shall be the function of the committees to make investigations, conduct studies and hearings, and make recommendations and to carry on such activities as may be delegated to them.  Special committees and their chairpersons may be appointed by the President with the consent of the Board, to perform a specified function.  Special Committees shall be discharged by the President when their works have been completed and their reports accepted, or when, in the opinion of the Board, it is deemed wise to discontinue the committee. The Chairs of the Standing Committees will serve on the Board. They shall be appointed from the membership.

 

Section 2. Terms of Office of Committees

The terms of office of all committees and Chairs shall be one (1) year beginning and ending with the term of office of the appointing authority.  Dues paying members have the opportunity to sit for committee work.  

 

 

Section 3.  Minutes 

All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation.  The designation of any such committee and the delegation of authority thereto, shall not relieve the Executive Committee of any responsibility imposed by law.  

 

 

ARTICLE XII

Conflict of Interest

Section 1. Validity of Contracts and Transactions. 

No contract or other transaction between the corporation and any corporation, association, or firm in which any Director of corporation is a Director or officer or in which the Director has a pecuniary or other interest is, per se, either void or voidable. Any such contract or transaction is binding on the corporation if any of the following conditions are satisfied:

1. The material facts as to (i) the Director's interest or position and (ii) the contract or transaction are disclosed to or known by the Board of Directors of the corporation or a majority thereof, and the Board authorizes, approves, or ratifies the contract or transaction by a majority vote of the disinterested Directors, even though the disinterested Directors are less than a quorum;

2. The material facts as to (i) the Director's interest or position and (ii) the contract or transaction are disclosed to or known by the members of the corporation or a majority thereof, and the members authorize, approve, or ratify such contract or transaction by a vote sufficient for that purpose; or

3. The contract or transaction is fair or commercially reasonable to the corporation at the time it is executed, or at the time it is authorized, approved, or ratified.

 

Section 2. Quorum. 

Any interested Directors may be counted in determining the presence of a quorum at any meeting of the Board of Directors of the corporation that authorizes, approves, or ratifies any contract or transaction.

 

 

ARTICLE XIII

Execution of Instruments

 

Section 1. Checks.

All checks, drafts, and orders for payment of money shall be signed in the name of the corporation and shall be countersigned by such officers or agents as the Board shall, from time to time, designate for that purpose.

 

Section 2. Contracts and Conveyances.

When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the President and the Treasurer may execute the same in the name and in behalf of the corporation and may affix the corporate seal thereto. The Board shall have the power to designate the officers and agents who shall have authority to execute any instrument in behalf of the corporation.

 

 

 

 

 

 

 

 

ARTICLE XIV

Depositories

 

The monies of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.

 

 

ARTICLE XV

Authorization for Loans and Liability of the Board of Directors

 

Section 1. Power of the Board to Borrow Money.

The Board shall have full power and authority to borrow money whenever in the discretion of the Board doing so is in the general interest of the corporation to make, execute and deliver in the name and in behalf of the corporation 

such notes, bonds and other evidence of indebtedness as said Board shall deem proper. Said Board shall have full power to mortgage the property of the corporation, or any part thereof, as security for such indebtedness; and no action on the part of the membership of the corporation shall be requisite to the validity of any such note, bond, and evidence of indebtedness or mortgage.

 

Section 2. Indemnification of the Board of Directors

To the fullest extent permissive under the Kansas General Corporation Code or the indemnification provision of any successor statute, the corporation shall (a) indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of this corporation to procure a judgment in its favor by reason of the fact that said person is or was a director, officer or employee of the corporation or of a subsidiary of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by a member of the Board in connection with the defense or settlement of such action or suit, and (b) indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of this corporation), by reason of the fact that said person is or was a director, officer or employee of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by a member of the Board in connection with any such action, suit or proceeding. The foregoing right of indemnification to which any such person may be entitled under any By-law, agreement, vote of shareholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors, and administrators of such a person. This corporation shall be required to, purchase liability insurance indemnifying the directors, officers, and employees of this corporation and its subsidiaries.

 

 

ARTICLE XVI

Books and Records

 

The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.

 

 

ARTICLE XVII

Amendment of By-Laws

 

These By-laws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the members entitled to vote at any regular or special meeting of the members, if notice of the proposed amendment, alteration, change, addition or repeal be contained in the notice of the meeting.

 

 

 

ARTICLE XVIII

Dissolution

 

In the event of dissolution of this corporation all business, property, and assets of the corporation shall be distributed to one or more non-profit corporations or public bodies as may be selected by the Board of the corporation. In no event shall any of the assets or property be distributed to members, directors, officers, or others having any financial or managerial interest in the corporation, other than creditors.

 

 

ARTICLE XIX

Non-Discrimination

 

All activities and employment of the corporation shall be undertaken without discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, national origin, genetic information, or any other characteristic protected by law.

 

 

 

 

Amended, January 2017, June 2018, and May 2020.

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