"The benefits of Leadership Springfield may be summed in the word 'network,' but they're far greater than that word. Through Leadership Springfield we build relationships with individuals that we might not otherwise have an occasion to meet and know. We become friends and can easily call upon one another in our professional lives."

 

-Julie Guillebeau, The ARC of the Ozarks, Class III

Bylaws

Article I….Name

The name of the Corporation shall be Leadership Springfield, Inc.

Article II….Objectives

Leadership Springfield is organized for the purpose of identifying and developing key individuals with leadership qualities and concern for Springfield=s future; providing a systematic educational program to familiarize these participants with the community=s opportunities, needs, problems, and resources.

Through alumni, provide the Springfield area with a source of leadership by:

  • Helping alumni become involved in leadership roles in the Springfield area;
  • Promoting the continuing education and the leadership development of alumni;
  • Fostering a system of peer group support and encourage a network of communication among alumni;
  • Working constructively toward solutions to significant community problems and providing leadership and support for major Springfield projects.  These efforts should be both individual efforts as well as group efforts.

Article III….Limitations

Leadership Springfield shall observe local, state, and federal laws which apply to nonprofit organizations as defined in Section 501(c)(3) of the Internal Revenue Code.

Article IV….Offices

The principal office of the Corporation in the State of Missouri shall be located in the city of Springfield, County of Greene. The Corporation may have such other offices either within or outside the state of Missouri as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

Article V….Membership

Membership shall consist of the following:

A.  Members of the current class of Leadership Springfield will apply and be selected as participants through procedures and criteria established by the Board of Directors. Those selected will pay tuition established annually by the Board of Directors.

B.  Graduates of the Academy, Leadership Springfield Adult Program and LIFT that wish to participate in the functions of the Alumni Program of the Corporation must pay dues to be a participating alumni.  The purpose of these dues is to cover the cost of the activities, mailings, newsletters, etc. associated with alumni programs.  The Board of Directors will set the dues.

C.  Honorary Membership status shall be granted to an individual who has shown extraordinary support to Leadership Springfield but is not a graduate of the Leadership Springfield Adult Program.  A candidate for consideration may be brought forward to the Board of Directors by the Executive Committee at anytime during the year.  This status will be granted by a majority vote of the Board of Directors.  As approved by vote, an Honorary Member is entitled to all the benefits and privileges of dues paying members of the Leadership Springfield Adult Program for one year without paying dues.  After one year, an Honorary Member will be invoiced for annual dues the same as all Leadership Springfield Adult Program Alumni.

Article VI….Meetings

Section 1 - Annual Meeting. An annual meeting of the Leadership Springfield Board of Directors will be held no later than June 30 of each year at a place to be determined by the Board of Directors.

Section 2 - Meetings of the Board of Directors.  Regular meetings of the Board of Directors will be scheduled to conduct the business of the Corporation.

Section 3 - Special meetings of the Board of Directors.  Special meetings of the Board of Directors may be called by the President or by a quorum of the members of the Board of Directors.

Section 4 - Leadership Springfield Adult Program meetings.  Meetings of the participants of Leadership Springfield Adult Program, for the purposes established above, will be held monthly from September through May each year.  The dates of these meetings will be established by the Board of Directors prior to the September meeting of the Board of Directors.

Section 5 - Leadership Springfield alumni meetings. Leadership Springfield alumni meetings will be scheduled by committees of the Board as necessary to meet the objectives of the Corporation that relate to alumni including providing continuing education, networking, and leadership opportunities for participating alumni.

Section 6 - Academy Meetings.  Leadership Springfield Academy meetings will be held monthly from September to April each year. The dates of these meetings will be established by the Board of Directors prior to the September meeting of the Board of Directors.

Section 7 - Consent Action by the Board of Directors without a meeting.  The Board of Directors may take action without a meeting by the consent of at least 75% of the members of the Board (whether by mail, fax, e-mail or telephone), provided that notice of the proposed action to be taken is provided to each Board member at least 48 hours in advance of the deadline for voting on such proposed action.

Section 8 -  LIFT Meetings.  LIFT meetings will be held monthly from June to April each year.   The dates of these meetings will be established by the Board of Directors prior to the September meeting of the Board of Directors.

Article VII….Board of Directors

Section 1 - Management. The business, property and affairs of the Corporation shall be managed by its Board of Directors except as otherwise specifically provided herein.  Officers of the Corporation will be President, Vice President, Secretary, and Treasurer.

Section 2 - Composition.  The number of Directors shall be no more than twenty-one (21) for the period dated July 1, 2009 through June 30, 2010.  On July 1, 2010, the number of Directors shall be no more than twenty (20).  No fewer than fifteen (15) members of the Board of Directors shall be graduates of Leadership Springfield. Three (3) of these members will be representatives of the last three (3) Leadership Springfield classes. One member shall be the immediate past President.  Each year, a member of the graduating class shall be elected to represent that class on the Board for a three (3) year term. The remainder of the Board will serve for three (3) years on a rotational basis.  Board members are limited to serving two (2) consecutive full three (3) year terms.  New members added as a result of the 2000 amendment shall serve one (1), two (2) and three (3) year terms so as to stagger retirements.

Section 3 - Ex-Officio Directors. The Springfield Area Chamber of Commerce will designate a staff support person or persons to provide administrative support for the programs of the Corporation.  This staff support person(s) will be an ex-officio member of the Board of Directors, may attend regular Board meetings, take part in all discussions, but not vote.

Section 4 - Quorum.  A quorum shall consist of a simple majority of the Board members for the transaction of Corporation business.

Section 5 – Removal.  Any Director may be removed by the majority vote of the entire Board of Directors.

Section 6 – Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the Board through nominations from the Nominating Committee.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor.

Section 7 - Compensation. Directors, as such, shall not receive any salaries or other compensation for their services. Directors may receive reimbursement for all reasonable and necessary expenses incurred by them in the conduct of Leadership Springfield business.

Article VIII….Committees

The committee structure of the Corporation will consist of standing and special committees.

The chairmen of these committees will be members of the Board of Directors.  Committee members can be Board members or alumni members in good standing.

Section 1 - Standing Committees.

The standing committees of the Corporation will be:


Adult Class Committee will prepare recommendations on and implement all facets of the Leadership Springfield Adult Program Class to include retreat program content, program subjects, graduation and other areas of interest based on evaluations of the retreats, program days, facilitator performance, and participant input.

Communications/Public Relations Committee will work to inform the community and alumni of the programs and projects of the Corporation.

Membership Development Committee will work to place alumni on boards in the community and to help alumni become involved in leadership roles in the area. The Membership Development Committee will prepare recommendations and strategies and implement procedures to recruit, train and retain satisfied dues paid members and will assist dues paid members in becoming actively involved in leadership roles in the community.  This committee will work to promote the continuting education and the leadership development of participating alumni.

Academy Committee will prepare recommendations on and implement all facets of the Leadership Academy to include program content, subjects, graduation and other areas of interest based on evaluations of program days facilitator performance and participant input.

Sponsorship/Fund Raising Committee is responsible for soliciting sponsorships, reviewing sponsorship requests, event planning, forwarding recommendations to the full Board of Directors, ensuring sponsors are appropriately recognized for their contributions, and recommending sponsorship fee level adjustments as appropriate.

Nominating Committee.  The Nominating Committee will consist of the Vice President, as chair, and two alumni selected by the Vice President (at least one of which shall be a member of the Board of Directors) and approved by the Board of Directors. The Nominating Committee will recommend to the Board of Directors new board members for three-year terms, standing committee chairs, and officers for the following year. The approved slate will be presented by the Board of Directors before the May board meeting with the election to occur at said May meeting. The Nominating Committee will also submit names of persons to fill vacancies on the Board.

LIFT (Leadership is for Teachers) Committee. LIFT Committee will prepare recommendations and implement all facets of the LIFT Program to include retreat program content, program subjects, graduation and other areas of interest based on evaluations of previous retreats, program days, facilitator performance and participant input. The LIFT Committee will select the members each year.

Section 2 - Special Committees. The Special Committees of the Corporation will be:


Executive Committee. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and immediate past President. The Executive Committee will meet to narrow the focus of issues for the Board=s consideration and act in the absence of the Board.

Kenworthy Leadership Award Committee.  The President will appoint the chair and the members of this committee in accordance with the policies and procedures approved by the Board for selecting a recipient.  Said committee shall be comprised of a chairman and 3 additional committee members.

Academy Selection Committee. The Committee will be selected by the Academy Chair.


Other committees may be established by the Board of Directors to address specific projects.

Article IX….Officers

Section 1 - Officers. The officers of the Corporation shall consist of a President, Vice President, Treasurer, and Secretary.  

Section 2 - Election and Term of Office.  The officers of the Corporation shall be elected annually by the Board of Directors at the meeting preceding the annual meeting of the Board of Directors.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his successor shall have been duly elected.

Section 3.  Removal.  Any officer elected by the Board of Directors may be removed by the Board of Directors by a majority vote whenever in its judgment the best interests of the Corporation would be served thereby.

Section 4 – President.  The President shall be the principal executive officer of Leadership Springfield.  Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of Leadership Springfield; shall see that the resolutions and directives of the Board of Directors and the Executive Committee are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, shall discharge all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors.  The President shall preside at all meetings of the Executive Committee and of the Board of Directors and shall serve as an ex-officio member of all committees.  Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Foundation or a different mode of execution is expressly prescribed by the Board of Directors or these Bylaws, the President may execute for Leadership Springfield any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed.

Section 5 - Vice President.  The Vice President shall assist the President as the President may direct and shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.  In the absence of the President or in the event of the President's inability or refusal to act or serve, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  

Section 6 – Treasurer.  The Treasurer shall be the principal accounting and financial officer of Leadership Springfield.  The Treasurer shall have charge of and be responsible for the maintenance of adequate books of account for Leadership Springfield.

Section 7.  Secretary.  The Secretary shall record or supervise the recording of the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors.

Article X….Disbursements

Section 1 - Fiscal Year.  The fiscal year of the Corporation will start on July 1 and end on June 30.

Section 2 - Procedures.  From time to time the Board of Directors shall establish specific procedures to be used in approving disbursements, signature requirements for checks, and required accounting reports.

Section 3 - Budget.  Before the end of each fiscal year, the budget for the Corporation for the following year will be reviewed and approved by the Board of Directors.  If approved by the Board, with or without modifications, this budget shall be the appropriation measure of the Corporation unless changed by subsequent action of the Board.

Section 4 – Bookkeeping and Disbursements.  The Chamber of Commerce shall provide routine bookkeeping services to include receiving and depositing of funds and payment of outstanding obligations of the Corporation. Partial payment for these services will consist of a portion of the annual management fee paid to the Chamber. The Board will review and approve the management fee annually.

Article IX….Amendments

These Bylaws or any part thereof may be amended by two-thirds vote of the Board of Directors at any regular or special meeting of the Board, provided that the proposed amendments shall have been submitted in writing at a previous meeting of the Board held at least ten days prior to such vote.

Article X....Indemnification

Each person who is or was a director or officer of the Corporation, including the heirs, executors, administrators, or estate of such person, shall be indemnified by the Corporation to the full extent permitted or authorized by the laws of the state of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, costs and expenses, including attorney fees, incurred as a result of any claim arising in connection with such person's conduct in his or her capacity, or in connection with his or her status, as a Director or Officer of the Corporation; provided, however, such obligation to indemnify shall be limited to the applicable coverage, limits, and conditions of insurance then maintained on the Corporation's behalf.  The indemnification provided by this provision shall not be exclusive of any other rights to which a person may be entitled under any other Bylaws or agreement, vote of disinterested Directors, or otherwise, and shall not limit in any way any right that the Corporation may have to make different or further indemnification with respect to the same or different person or classes of persons.