MMACJA Bylaws - Amended 2021

AMENDED AND RESTATED BY-LAWS OF THE
MISSOURI MUNICIPAL AND ASSOCIATE CIRCUIT JUDGES ASSOCIATION

Use the table of contents below to jump directly to a section of the by-laws, orMMACJA Bylaws - Amended 2021  and Exhibit B as a PDF.

Table of Contents

1. Article One - Name
2. Article Two - Objectives
3. Article Three - Membership
4. Article Four - Officers
5. Article Five - Board of Directors
6. Article Six - Executive Secretary
7. Article Seven - Elections
8. Article Eight - Committees
9. Article Nine - Dues
10. Article Ten - Membership Meetings
11. Article Eleven - Amendments

Effective January 21, 2017, the By-laws of Missouri Municipal and Associate Circuit Judges Association, a general not-for-profit corporation, shall read as set forth below, incorporating all Amendments passed since the original adoption of these By-laws in May, 1993:

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ARTICLE ONE — NAME

Section 1 The name of this Association shall be "Missouri Municipal and Associate Circuit Judges Association."

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ARTICLE TWO — OBJECTIVES

Section 1 The objectives of this Association shall be:

1. To encourage the adoption of uniform practices and procedures in the municipal and associate circuit court of the State of Missouri;
2. To maintain the highest possible judicial standards in said courts;
3. To assist the judicial, administrative and legislative bodies of the municipal and state governments by making available to them information obtained from the experience and studies of the members of this Association; and
4. To keep its membership informed on all subject matter of importance to municipal and associate circuit courts, including the substantive and procedural law pertaining to said courts.

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ARTICLE THREE — MEMBERSHIP

Section 1 Every person actively serving in the judiciary of the State of Missouri, including commissioners, may become a member of the Association upon payment of the annual dues. Every member of the Association shall have the right to attend meetings and functions open to the general membership, to vote in any election and on any matter brought before the general membership. Only members who currently serve as a municipal judge, associate circuit court judge or commissioner shall be eligible to hold an elective position as an officer or director of the Association.

Amended 5/02 — Revised

Section 2 Any judge who has previously been a full member of the Association and is no longer serving on the bench, shall be eligible for retired membership. Any retired member may hold office on the board of directors only as a member of the President's Standing Advisory Committee and will be governed by the regulations as set forth in Article Five, Section 5. A retired member is not eligible to vote in any election or on any matter brought before the general membership. Annual dues for retired members will be one—fifth of the dues set by the Board of Directors for full members.

Amended 1/96 — Revised

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ARTICLE FOUR — OFFICERS

Section 1 The officers of this Association shall be: President, Vice–President, Treasurer, and Secretary.

Amended 5/98 — Revised

Section 2 All officers shall take office after being duly elected at the annual meeting of the Association. The President and Vice–President shall serve one (1) year or until their successor is elected and qualified. The Secretary shall be elected for a term of two (2) years in even–numbered years beginning in 1996 and the Treasurer shall be elected for a term of two (2) years in odd–numbered years beginning in 1997; and each shall serve until their successor is elected and qualified.

Amended 9/12 — Revised

Section 3 The officers shall perform their respective duties as follows:

1. The President shall preside at all meetings of the Board of Directors and at all membership meetings of the Association, execute such papers as shall be required, exercise supervisory control over the affairs of the Association and shall be an Ex–Officio member of all committees;
2. The Vice–President shall in the absence of, or upon request of the President, perform the duties of that office; and shall supervise the annual education conference sponsored by the Association;
3. The Treasurer shall receive all moneys; pay all bills incurred by the authority of the Board of Directors, or jointly approved by the President and the Executive Secretary when prior approval of the Board is not feasible, and preserve records thereof; shall chair the Association's Budget and Finance Committee and at all times be ready to report on the financial condition of the Association;
4. The Secretary shall record the proceedings of all meetings of the Board of Directors and meetings of the Association, and shall be responsible for keeping all records of the Association.

Each officer shall have such duties usually performed by such office and such other duties as may be designated by the Board of Directors.

Amended 5/98 — Revised

Section 4 An officer may resign at any time by delivering notice to the Association. The Board may remove an officer at any meeting, with or without cause, by the affirmative vote of two–thirds (2/3) of the total number of directors. In the event of a vacancy in any of the above offices, the Board of Directors shall designate a successor to serve until the next regular election.

Amended 5/98 — Revised

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ARTICLE FIVE — BOARD OF DIRECTORS

Section 1 The Board of Directors shall consist of:

1. The four (4) officers listed in Article 4.1,
2. The immediate past–president, and the executive secretary when that position is held by a member meeting the qualifications of Article 3.1,
3. Twelve (12) at–large directors, and
4. Thirteen district directors; consisting of two (2) directors from District One and one (1) director from each of the other eleven (11) districts.

The districts are shown on the state map attached hereto and made a part hereof as Exhibit A and on the District Designations by Circuit and County attached hereto and made a part hereof as Exhibit B (PDF). The at–large directors and district directors shall take office immediately following their election at the annual membership meeting and shall serve one (1) year or until their successor is elected and qualified. A director's position shall not be deemed vacated solely because during such term their judicial services cease. Each officer's term on the Board of Directors shall coincide with their respective term as an officer. The immediate past–president and, when eligible, the executive secretary shall each serve one (1) year on the Board of Directors. Each member of the Board of Directors shall be entitled to one vote on any matter before the Board.

 

Amended 1/17 — Revised

Section 2 The President shall preside over the Board of Directors and shall call meetings of the Board of Directors when necessary. one–third (1/3) of the members of the Board of Directors shall constitute a quorum for the conduct of business at any meeting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present shall be the act of the Board, unless otherwise specified in these by–laws. No voting by proxy shall be permitted.

Amended 5/98 — Revised

Section 3 The Board of Directors shall have full power and authority to manage, control, regulate and supervise all real and personal property of the Association, and its activities and business affairs. The powers hereby vested in the Board of Directors shall include the authority to do any and all things deemed by said Board necessary or advisable to be done in the best interests of the Association, and which are not in contravention of these by–laws and the Law. All contracts and expenditures must be authorized or ratified by the Board of Directors.

Section 4 In the event of a vacancy of a director, the Board of Directors shall designate a successor to serve until the next regular election.

Section 5 The President shall be empowered to appoint any former director or officer as a member of the President's Standing Advisory Committee. These appointments shall be reserved for members whose active participation on the Board, in the President's opinion, will assist the President and Board of Directors during the President's term of office in accomplishing the duties of the Board and the purposes of the Association. Those judges appointed to the President's Standing Advisory Committee shall receive notice of every meeting of the Board of Directors, including Special Meetings and Votes under Section 6, and shall be permitted to attend and speak but shall have no vote in any matter. Subject to the advice and consent of a two–thirds majority of the Board of Directors, the President, in his or her discretion, may confer on any retired member serving on the President's Standing Advisory Committee, the title of Director Emeritus. Directors Emeritus shall be exempt from the payment of annual dues to the Association, and they shall be compensated for their reasonable registration, food, lodging, and mileage expenses for attendance at the meetings of the Board of Directors and the Annual Conference.

Amended 5/07 — Revised

Section 6 Special meetings of the Board of Directors may be called by the President or at least twenty percent (20%) of the total number of Directors. Special meetings of the Board must be preceded by at least fifteen days notice to each director of the date, time, place and purpose of the meeting; delivered personally, by regular mail, electronic mail or facsimile to each director at their mailing address, e–mail address or telephone number as shown on the records of the Association. Any director may waive at any time any notice required by these by–laws. Such waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes for such meeting.

In lieu of a Special Meeting, the President may call for a Special Vote of the Board of Directors to be conducted by electronic mail. The Special Vote shall only be utilized when the following criteria are met:

1. The general subject of the Question for Special Vote has been discussed at prior Board meetings such that, in the sole opinion of the President, the directors have had the opportunity and benefit of sharing their positions on the subject, and
2. The decision on the subject cannot be deferred to the next Board meeting due to time limitations or other compelling circumstance.

The President shall by electronic mail:

1. Phrase the Question and the Voting Reply,
2. State the reasons the criteria for a Special Vote have been met, and
3. Set a reasonable time under the circumstances as the deadline for receipt of the Voting Reply.

All Special Votes shall be documented and the result reported to the Board within 48 Hours of the deadline. The affirmative vote of a majority of the full Board is required before a Special Vote shall result in the Act of the Board.

 

Amended 5/07 — Revised

Section 7 Each director, officer and the Executive Secretary of the Association and their heirs and personal representatives, shall be indemnified by the Association against all costs, expenses and damages, including attorney fees reasonably incurred, resulting from any civil suit or claim by reason of any alleged acts of omission or commission relating to the duties of such position. This indemnification shall be effective whether or not the person continues to be a director or officer at the time of incurring such liability and whether or not the alleged act of omission or commission occurred before or after the adoption of this by–law. However, such indemnification shall not apply with respect to any matter as to which such person shall be finally adjudged in such suit or proceeding to have been individually guilty of misfeasance or malfeasance in the performance of any of the duties of such position. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such person may be entitled under any by–law, agreement, vote of members or otherwise. Payment of indemnification made pursuant to this by–law shall be approved by a majority of the directors.

The Board may purchase and maintain liability insurance on behalf of any present or former director, officer, employee or agent of the Association.

The indemnification contained in these by–laws is valid only if and to the extent that the provision is consistent with Missouri Non–Profit Corporation Law.

Amended 5/98 — New

Section 8 A conflict of interest transaction is a transaction with the Association in which a director of the Association has a material interest. A transaction in which a director has a conflict of interest may be approved if (a) in advance of the vote by the Board of Directors all the material facts of the transaction and the director's interest are fully disclosed and known to the Board and recited in the minutes for the meeting, and (b) the directors approving the transaction vote in good faith with the reasonable belief that the transaction is not unfair to the Association. A two–thirds (2/3) vote of the total number of directors is required to approve a conflict of interest transaction.

Amended 5/98 — New

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ARTICLE SIX — EXECUTIVE SECRETARY

Section 1 The Executive Secretary shall be appointed annually by the President with the advice and consent of the Board of Directors. The Executive Secretary shall function as an administrative officer and general manager of the Association and shall:

1. Establish and maintain the central office of the Missouri Municipal and Associate Circuit Judges Association;
2. Conduct the day to day business of the Association;
3. Carry out the specific mandates of the Board of Directors;
4. Receive no salary, if a member of the Association, for services to the Association.

Amended 5/00 — Revised

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ARTICLE SEVEN — ELECTIONS

Section 1 The order of election at the annual membership meeting of the Association shall be as follows: Officers, then District Directors, and, lastly, at–large Directors.

Amended 5/98 — Revised

Section 2 

A standing committee shall serve as the nominating committee to recommend proposed officers and at-large directors for election at the annual membership meeting of the Association.  The nominating committee shall be composed of the current president of the organization together with the preceding two (2) last presidents that are in good standing at the time of the nominations. The President shall appoint 2 additional members with the advice and consent of the Board of Directors.  Additional nominations for the officers and at-large directors may be made from the floor.  The person receiving the most votes cast for each position shall be duly elected.  The elections shall be held at the annual membership meeting of the Association, the time and place of which shall be determined by the Board of Directors. 

Amended 5/21 — Revised

Section 3 Following the election of officers at the annual membership meeting, the election of District Directors shall proceed as follows:

1. All members of the districts shall caucus with other members of their respective districts for the purpose of selecting that district's member of the Board of Directors.
2. Each district caucus shall select their own chairperson by a majority vote. The elected chairperson shall preside over the caucus.
3. If there are no members in attendance at the district caucus, the newly elected Board of Directors shall at its first Board meeting appoint a district representative for said district. In the event there is no member willing to serve on the Board of Directors from said district, then, in said event, the newly elected Board of Directors shall appoint a representative from outside the district.
4. Each caucus shall elect one (1) member by plurality vote to serve as that district's representative; provided that the caucus for District One shall elect two (2) members by plurality vote as its district representatives. The caucus chairperson shall report the name of the district representative to the President.
5. If a tie vote for representatives from a district cannot be broken in caucus, then the Board of Directors will accept the names of those persons receiving the highest equal number of votes in said district's caucus; and will select that district's representative, from those names submitted, by majority vote of the newly–elected Board of Directors at its first Board meeting.
6. Each member shall attend and vote in only one (1) caucus. Each member at the caucus for District One shall have two (2) votes to cast for its district representatives.

Amended 5/98 — Revised

Section 4 After the election of officers and selection of the district representatives of each district caucus, the election of at–large directors shall be held.

Section 5 Contested elections for any office, or for membership on the Board of Directors, shall be conducted by secret ballot.

Section 6 Voting the proxy ballot, in connection with any such contested election, shall not be permitted. There shall be no cumulative voting. No person shall hold more than one (1) elected position in the Association.

Amended 5/98 — Revised

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ARTICLE EIGHT — COMMITTEES

Section 1 The President shall appoint all members to all such committees as are established by the Board of Directors.

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ARTICLE NINE — DUES

Section 1 The amount of the annual dues shall be established by the Board of Directors by a two–thirds (2/3) vote.

Amended 5/98 — Revised

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ARTICLE TEN — MEMBERSHIP MEETINGS

Section 1 The annual membership meeting and such other meetings that are deemed necessary shall be called by the Board of Directors.

Section 2 All meetings of the Association and the Board of Directors shall be conducted in accordance with Robert's Rules of Order.

Section 3 Five percent (5%) of all members shall constitute a quorum for conducting business of the Association. If a quorum is present when a vote is taken, the affirmative vote of a majority of the members present shall be the act of the membership. No voting by proxy shall be permitted.

Amended 5/98 — Revised

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ARTICLE ELEVEN — AMENDMENTS

Section 1 These by–laws may be repealed, altered, Amended or suspended by majority vote of the total number of the Board of Directors; provided that the following sections shall also require approval by a majority of the membership at the annual membership meeting: Section 2 of Article Four (Officers), Section 1 of Article Five (Board of Directors), and all sections of Article Seven (Elections).

Amended 5/98 — Revised