ARTICLE I GENERAL

Section 1 Name

The name of this Corporation is “Fairfax Industrial Association, Inc.”

Section 2 Mission and Purpose

This corporation is organized NOT for profit. The purpose for which it is formed and the nature of business and the objects and purposes to be attained, carried on and transacted are as follows:

To promote cooperatively the interests and affairs of its members; to assist in the establishment and maintenance of conditions within the Fairfax Industrial District in Wyandotte county, Kansas, advantageous and beneficial to its members; to take all necessary measures for the purpose of contesting, correcting, changing, avoiding, or eliminating conditions within the Fairfax Industrial District which might in any way be disastrous, disadvantageous, unnecessarily expensive, obnoxious or objectionable to its members or to the Fairfax Industrial District; to provide a forum of its members for the interchange of ideas, methods and subjects of interest to its members and relevant to their inter-related ownerships, operations and business affairs; to promote the interests of the Fairfax Industrial District as a whole to the end that the same shall continue to grow and prosper and that all outside influences which contact the District shall be guided into channels that are to the interest and advantage of the District and of the Association’s membership; to own real estate and personal property, and to encumber, sell or exchange the same; to borrow money and to execute notes, mortgages or other security therefore; to collect and handle maintenance and other assessments, and to expend the same for the benefit of the Association; to enter into contracts; collect debts and give acquittance therefore; to employ or contract help and such agents, attorneys and other assistants as may from time to time be necessary and proper in order to transact, promote and carry on its business and affairs and attain such objects and purposes. This Association may become a member of or affiliated with other organizations and associations having the same or similar objectives and purposes.

Section 3 Fairfax Industrial Association Boundary

For purposes of this Association, the boundary of the Fairfax Industrial District shall be; starting at 3601 North 12th Street [BPU/Quindaro Power Plant] (inclusive), downstream along the Kansas bank of the Missouri River to the confluence of the Kansas and Missouri Rivers, then due west to the main Union Pacific RR Track, then northward along the main Union Pacific RR Track adjacent to the bluff to the BPU/Quindaro Power Plant. Two (2) addresses west of the Union Pacific RR Track (3005 North 7th St. & 2214 Front St.) are also to be included in the Fairfax Industrial District.

Section 4 Address

The location of the registered office of this corporation in the State of Kansas shall be the address of the company of the sitting president. A post office box may also be utilized for purposes of receiving mail.

ARTICLE II MEMBERSHIP

Section 1 Eligibility

Membership in this Association shall be of two (2) kinds; active members and associate members. An active member may be an individual, co-partnership or corporation (public or private), which actually owns real or personal property and/or equipment within the Fairfax Industrial District that is utilized within the actual prosecution of a full time business within the boundaries of the Fairfax Industrial District. Each active member shall have the right of but one (1) vote. Associate members may be any individual, co-partnership or corporation (public or private), which actually owns real or personal property and/or equipment only outside the boundaries of Fairfax Industrial District. Each associate member shall not have any voting privileges.

Section 2 Dues

Membership dues shall be at such rate or rates, schedule or formula as may be from time to time be established by the board of directors.

ARTICLE III BOARD OF DIRECTORS

Section 1 Number of Directors & Eligibility

The number of its “regular” directors is twelve (12) all of whom shall be active members or duly accredited representatives of active members. Associate members may not serve as directors of the Association. Directors shall serve and hold their respective office until their successors are respectively elected and qualified, or until their resignation in writing has been filed with the secretary of the Association. The number of “alternate directors” is four (4).

Section 2 Classification

To maintain stability in the leadership of the Association, directors shall be divided into three (3) classes as follows:

Class A: This class shall consist of six (6) board members elected every other odd-numbered year.
Class B: This class shall consist of six (6) board members elected every other even-numbered year, opposite Class A Directors’ schedule.
Class C: This class shall consist of a maximum of four (4) board members, two (2) elected according to the Class A Directors’ schedule and two (2) elected according to Class B Directors’ schedule.

Thus, every year an election will be held for six (6) board member seats and two (2) alternate board member seats. There is no restriction on the number of terms any one (1) director may serve either in succession or intermittently.

The term limit for each director classification shall be two (2) years and until their successors are duly elected and qualified or until their resignation in writing has been filed with the secretary of the Association.

Section 3 Election of Directors

If possible, elections are to be held every October at the regularly scheduled general meeting. Nominations shall be received up until the time of the actual election. Only active members enjoy the privilege of voting. The secretary shall be responsible for arranging and handling the election process. The six (6) nominees receiving the most votes will be elected as “regular” directors. The six (6) newly elected directors will join the six (6) currently seated directors at the next regularly scheduled board of directors meeting. The top two (2) remaining vote getters will be elected as “alternate” directors and enjoy the privilege of attending board meetings and taking an active part in the board meetings with the exception of voting.

Section 4 Election of Officers

Officers shall be elected by and from the duly elected board of directors (exclusive of “alternate” directors). The election of officers shall be held before the end of the calendar year.

Officers of this Association shall consist of a president, vice-president, secretary, treasurer & executive planner. Starting with the president, nominations shall be received for the board’s president, followed by the election of the president. The same procedure shall be followed for each of the remaining officer positions starting with vice-president followed by secretary, treasurer then executive planner. Officers shall serve for one (1) year. Ballots will be written and elected officers must receive a majority vote of the directors present & any absentee ballots cast.

Section 5 Duties of Officers

President: The president, or agent so designated by the president subject to a simple majority of the directors present, of this Association shall preside at all board of directors’ meetings, general meetings, and also represent this Association at local functions deemed to be in the interest of the Fairfax Industrial District. The president shall also submit an annual budget to the entire board as soon as possible after the election of officers.

Vice-President: The vice-president shall assume the duties of the president during the absence of the president. The vice-president shall also appoint, if the need arises and subject to a simple majority of the directors present, an interim Secretary, Treasurer, or Executive Planner from those who are regular members. The vice-president shall also perform other duties as assigned by the president from time to time.

Secretary: The secretary shall keep all records and correspondence of the Fairfax Industrial Association including but not limited to minutes of the board and general meetings, letters generated by officers of the Association, resignation letters, letters generated outside the Association to officers of the Association. The secretary, or agent so designated by the Secretary subject to a simple majority of the directors present, shall also file all necessary annual reports to the State of Kansas as required.

Treasurer: The treasurer shall be responsible for the safeguarding of all funds received by the Association and for their proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the board of directors. The treasurer shall sign checks after receiving approval. The Treasurer shall keep accurate records of all financial transactions and make monthly reports to the board and quarterly reports to the general membership. The treasurer shall also keep an accurate list of the general membership.

Executive Planner: The executive planner shall be responsible for planning and arranging all details pertaining to meeting location, guest speakers, etc. for all board of director and general meetings.

Section 6 Committees

The board of directors may from time to time create and designate various committees, including an executive committee and nominating committee, which shall have and exercise such powers of the board of directors as especially committed to them. Any committee so established by the board of directors may be dissolved, abrogated and discharged at any time for any reason or for no reason by the board of directors and any matter or thing committed to any committee may be recalled by the board of directors.

Section 7 Ethics

The board of directors shall provide leadership in establishing standards of conduct and ethical parameters for carrying out the Association’s mission. The board of directors may neither cause nor allow organizational practice that is imprudent, unethical or unprofessional.

Section 8 Resignation, Termination & Filling Vacancies

In the event a seat is vacated by a “regular” director, the remaining board of directors shall fill the vacancy by electing a new director from the pool of “alternate” directors by a majority vote of the remaining regular directors present. If the person who resigned was an officer, then a special election shall be held to fill the officer’s seat.

In the event a seat is vacated by an “alternate” director, a replacement shall be selected who is an active member by a majority vote of the remaining regular directors present.

If it becomes necessary to remove any officer or director who is not fulfilling his/her duties to the satisfaction of the board, the officer or director may be voted out of office or removed from the board by a 2/3 majority of the “regular” directors present. An officer removed from office shall remain on the board as a director unless the vote is also taken to remove the director from the board.
If the officer or director is thereby removed, a special election shall be held to fill the officer’s or director’s seat.

Section 9 Ex-officio Directors

The board of directors may, by a majority vote, designate an ex-officio director or directors if such appointment is deemed advantageous to the Fairfax Industrial Association. Ex-officio director/directors do not enjoy the privilege of voting but may express their concerns or ideas on all matters.

ARTICLE IV MEETINGS

Section 1 Board of Directors’ Meetings

The board of directors shall meet monthly or as determined by the board of directors. Special board meetings may be held from time to time and shall be announced by the president. A quorum shall consist of a majority of the “regular” board members. A majority vote shall consist of a simple majority of the “regular” board members present at a scheduled board meeting in which there is a quorum. “Alternate” directors may not vote on any issue but may express their concerns or ideas on all matters.

Section 2 General Meetings

Meetings of the general membership shall be held monthly or as determined by the board of directors. The board of directors shall determine the agenda for each general meeting.

ARTICLE V FINANCES

Section 1 Funds

All money paid to the Association shall be placed in a checking, savings, CD account or combination thereof. Funds unused from the current year’s budget shall remain in one of the aforementioned accounts.

Section 2 Disbursements

Upon approval of the budget, the treasurer is authorized to make disbursements on accounts and expenses provided without additional approval of the board of directors. Disbursement shall be by check. All other disbursements must be approved by the board of directors.

Section 3 Fiscal Year
The fiscal year of the Association shall close on December 31st of each year.

Section 4 Budget

As soon as possible after the election of officers, the president shall submit to the board of directors a budget for the coming year. After review, discussion and any modifications the final budget shall be adopted by the board of directors.

ARTICLE VI LIABILITY

Section 1 Liability

The directors and officers of the association shall not be personally liable for any debt, liability, or obligation of the association. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the association, may look only to the funds and property of the association for the payment of any such contract or claim or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the association.

Section 2 Indemnification

Every member of the Board of Directors, officer, agent, or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officers, agent, or employee in connection with any threatened, pending, or completed action, suit, or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, agent, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer, agent, or employee is entitled.

ARTICLE VII MEETINGS

Section 1 Participation in Meeting by Conference Telephone

Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

ARTICLE VIII DISSOLUTION

Section 1 Distribution of Funds

This Association shall use all its funds only to accomplish the mission and purposes specified in these by-laws, and no part of said funds shall be distributed to the members. Upon dissolution of the Association, any funds remaining shall be distributed to one (1) or more regularly organized and qualified charitable organizations to be selected by the officers as defined in IRS Section 501(c)(3).

ARTICLE IX AMENDMENTS

Section 1 Revisions

These bylaws may be amended or altered by a two-thirds (2/3) vote of the board of directors at a regularly scheduled board of directors meeting.