Compton Heights
 Historic Neighborhood

City of Saint Louis, Missouri
Current Compton Heights By-Laws

 

By-Laws of the Association and its Board of Directors

As adopted March 5, 1974
And as amended through June, 1999

Pursuant to the Certificate of Incorporation for a General Not for Profit Corporation, issued February, 1974, by the Secretary of State of the State of Missouri to the Compton Heights Association under Chapter 355, Revised Statues of Missouri 1969, and pursuant to the Articles of Incorporation adopted thereunder, the Board of Directors adopts the following By-Laws:

 

ARTICLE I - MEMBERSHIP

Eligible for membership in the Association are all residents and all nonresident property owners of the Compton Heights District, whose boundary lines are described as follows:

Each house is eligible for one membership and there shall be one vote per membership. This vote can be cast by any member of the family, related by blood or marriage, who is eighteen or more years of age, and who is living in the household or a nonresident owner as set forth in Article XIX of these By-Laws. Additional conditions for eligibility, including the payment of dues, may be established from time to time by the Association. Members of the Association shall not be individually or personally liable for the debts, liabilities, or obligations of the Corporation. The Association shall meet regularly as provided herein.

ARTICLE II - DIRECTORS & OFFICERS

The Association shall elect a Board of Directors which shall have the authority to do all things necessary to accomplish the purposes of this Association except as limited explicitly by the Association. The first Board of Directors shall serve terms identical to those to which they were elected under the previous pro forma decree of incorporation. The Board of Directors shall be 12 in number, and those hereafter shall serve three years. Terms shall be staggered so that each year the Terms of four directors shall expire. Directors must be members of the Association. At each December meeting of the membership of the Association, four directors shall be elected for the three year terms commencing the following January 1. A director may not succeed himself or herself (and may not be succeeded by a member of his or her household) by re-election for a period of at least one year. In case of resignation or demise of a director, the President will appoint a member of the Association, who is in good standing, to serve the remainder of the un-expired term. Officers shall be specified in Article IX.

 

Any member failing to attend the meetings of the Board for three consecutive regular meetings, unless excused by the Board for reasons satisfactory to the Board, shall be deemed to have vacated his or her seat. The President shall appoint a member of the Association to fill the seat for the un-expired term.

ARTICLE III - AMENDMENTS TO ARTICLES I OR II

Articles I and II of these By-Laws may be amended only at semiannual meetings and then only by a two-thirds vote of the members present, provided that a written copy of the proposed amendment accompanies the announcement of the meeting that is mailed to members. Such proposed amendments may be submitted to the membership at a semiannual meeting by an act of the Board of Directors or at the request of 15 members of the Association.

ARTICLE IV - MEETINGS

Semiannual meetings of the membership shall be held upon dates set by the Board of Directors, said dates to be during the first two weeks in December and during the first two weeks of June of each year. Special meetings may be called by the Board of Directors or by dues-paid members.

ARTICLE V - DUES

A further condition for membership shall be the payment of annual dues in the amount of forty-five dollars ($45.00) to the Treasurer. Dues must be paid prior to the participation in a business meeting. An exception is granted to new residents of the Compton Heights District who join after July, in which case, the dues shall be 50 percent (50%) for the remainder of the first year.

ARTICLE VI - QUORUM

A quorum for a meeting of the Association shall be 15 percent of the membership. A quorum for a meeting of the Board of Directors shall be seven members.

ARTICLE VII - APPROPRIATIONS

The Board of Directors may appropriate no more than three hundred dollars ($300.00) without the yes vote of at least seven members of the Board. Appropriations may be made by the Association by a two-thirds vote. The Treasurer will arrange for payments so authorized. The Association will be informed in a newsletter of any planned expenditures of over one thousand dollars ($1,000.00).

ARTICLE VIII - MEMBERSHIP MEETINGS

The order of business for the meetings of the membership of the Association shall be as follows:

  1. Roll call of members.

  2. Reading of minutes of last preceding meeting of the Association and all minutes of the Board of Directors meetings held subsequent to the last preceding meeting of the Association.
  3. Report of Officers.
  4. Unfinished business.
  5. New business.
  6. General discussion.
  7. Entertainment.

A notice of the time and place of meeting shall be sent by mail to each member at least one week prior to the date of the meeting.

ARTICLE IX - OFFICERS & DIRECTORS

The Board of Directors shall first meet in January of each year as soon as practicable after the December meeting of the Association. Additional meetings shall be called by the President as may be necessary or upon the request of any three members of the Board. The first order of business at the January meeting shall be the election of the following officers for a term of one year: President, Vice-President, Secretary, Treasurer. They shall continue in office until the following January meeting of the Board and until their successors are elected. The Board shall also fill vacancies in the above offices which may occur during the year. The January meeting will be called to order by, and the first election conducted by the outgoing President. All members of the new Board may vote in this election, to be decided by a simple majority. The new President will then conduct the elections for the remaining three officers. Elections undecided after three ballots will be decided by lot.

ARTICLES X - DUTIES OF PRESIDENT

The President shall appoint such committees as are deemed to carry on the business of the Association. The President shall be an ex officio member of each committee. The President shall appoint a parliamentarian. The President shall preside at all meetings of the Association and of the Board of Directors and shall do the utmost to achieve the goals of the Association. The President shall be the spokesperson for the Compton Heights Association.

ARTICLE XI - DUTIES OF THE VICE-PRESIDENT

The Vice-President shall have all the duties of the President in the absence of the President.

ARTICLE XII - DUTIES OF THE SECRETARY

The Secretary shall record the minutes of all meetings of the Board of Directors as well as the meetings of the Association. The Secretary shall notify each director of the place and time of meetings.

ARTICLE XIII - DUTIES OF TREASURER

The Treasurer shall keep accurate records of receipts and disbursements and the balance on hand of the assets of the Association, and shall make written reports to the Board of Directors and written reports twice a year to the Association.

ARTICLE XIV - VOTING OF DIRECTORS

Every member of the Board of Directors shall have one vote at all times.

ARTICLE XV - NOMINATING COMMITTEE

A Nominating Committee will select and present at the December meeting the name of four members of the Association as nominees for membership on the Board of Directors. The Nominating Committee will consist of two members chosen from the Board by the Board and two members not on the Board by the Association at the summer meeting. One of the two members chosen from the Board will be designated by the Board as Chairman.

ARTICLE XVI - AMENDMENTS

By-Laws and amendments thereto may be enacted by a two-thirds vote of the Association or by a two-thirds vote of the Board of Directors, except as specifically provided herein, with a minimum of seven yes votes required. Resolutions shall require only a simple majority. All resolutions and conditional money bills shall remain in force until the last day of the year in which they were passed. Neither the By-Laws nor the resolutions passed by the Association may be amended by the Board.

ARTICLE XVII - PROCEDURE

Robert's Rules of Order (Revised) shall govern the proceedings of the Association and of the Board of Directors except as otherwise indicated herein.

ARTICLE XVIII - ENFORCEMENT OF RESTRICTIONS, ETC.

Any and all complaints, on official complaint forms promulgated by the Board, concerning deed restrictions or violations of city ordinances, whether such complaints be signed or unsigned, shall be submitted to the Legal Committee of the Board of Directors for transmission to counsel, who shall investigate and advise the Board accordingly. Official complaint forms may be obtained from any director.

ARTICLE XIX - CONFLICTS IN MEMBERSHIP

In the event that both the nonresident owner and the resident non-owner of a house desire to exercise the right to membership as specified in Article I hereof, then each shall pay 50 percent of the dues and the two parties shall share the membership and the one vote.

This page was last updated on 7/27/00.