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HomeMy WebLinkAbout2007-001 IDA Resolution BylawsRESOLUTION N0.2007-001 A RESOLUTION APPROVING AND ADOPTING THE BYLAWS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI. Pursuant to the provisions of Chapter 349, RSMo., as amended, the Board of Directors of The Industrial Development Authority of the City of Riverside, Missouri (the "IDA "), hereby adopts this Resolution and directs that this Resolution be filed with the official IDA minutes: I Anyroval and Adoption of Bylaws RESOLVED, that the Bylaws heretofore submitted to and reviewed by the Directors are hereby approved and adopted as the Bylaws of The Industrial Development Authority of the City of Riverside, Missouri, and the Secretary shall cause a true copy of such Bylaws to be kept with the minutes of the meetings of the Board of Directors. ADOPTED THIS 21sT DAY OF MARCH, 2007. This Resolution was adopted at the first meeting of the Board of Directors of the IDA duly called and held this date. This Resolution shall be filed by the Secretary of the IDA with the minutes of the meetings of the Board of Directors. Effective Date: March 21, 2007. President (SEAL) ATTEST: _~ ~, Secretary BYLAWS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF RIVERSIDE, MISSOURI ARTICLE I OFFICE, RECORDS, SEAL 1. Principal Office. The principal office and location of the corporation shall be in the City of Riverside, Missouri, and shall be located at City Hall, 2950 NW Vivion Road, Riverside, Missouri 64150. 2. Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and each committee of the Board of Directors. The corporation shall keep at its principal office a record of the name and address of each director. 3. Seal. The Board of Directors may adopt, and may alter at pleasure, a corporate seal, which shall have inscribed thereon the name of the corporation and the words: CorporatE; Seal---Missouri. The corporate seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or to be in any other manner reproduced. ARTICLE II PURPOSES Purposes Stated in Articles. The purposes of this corporation shall be those purposes stated in the Articles of Incorporation, as may be amended from time to time. -1- ARTICLE III DIRECTORS 1. Powers. The property and affairs of the corporation shall be managed, supervised and controlled by a Board of Directors. The Board of Directors shall have and is invested with all and unlimited powers and authorities, except as it may be expressly limited by law, the Articles of Incorporation or these Bylaws, to supervise, control, direct and manage the propen:y, affairs and activities of the corporation, to determine the policies of the corporation, to do or cause to be done any and all lawful things for and on behalf of the corporation, to exercise or cause to be exercised any or all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that (1) the Board of Directors shall not authorize or permit the corporation to engage in any activity not permitted to be transacted by the Articles of Incorporation or by an industrial development corporation organized under the laws of the State of Missouri, (2) none of the powers of the corporation shall be exercised to carry on activities, otherwise than as an insubstantial part of its activities, which are not in themselves in furtherance of the purposes of the corporation, and (3) all income and property ~f the corporation shall be applied exclusively for its purposes. No part of the net earnings or other assets of the corporation shall inure to the benefit of any director, officer, contributor, or other private individual, corporation or organization, having, directly or indirectly, a personal or private interest in the activities of the corporation. 2. Number and Qualifications. The number of directors of the corporation to constitute the Board of Directors shall be as provided from time to time in the Articles of Incorporation. Each director shall be a resident of, qualified elector of, and taxpayer in the City of Riverside, Missouri and shall have been so for at least one year immediately prior to said director's appointment. No director shall be an officer or employee of the City of Riverside, Missouri, nor a member of the Board of Aldermen of the City of Riverside, Missouri. In the event that any director ceases to be a resident of, or an elector of, or taxpayer in, the City of Riverside, Missouri, or shall become an officer or employee of the City of Riverside, Missouri, or shall become a member of the Board of Aldermen of the City of Riverside, Missouri, then such director shall be deemed disqualified to be, and shall automatically cease to be, a member of the Board of Directors of this Corporation. -2- 3. Appointment and Terms of Office. a. Term of Directors. The directors shall be appointed by the chief executive officer with the advice and consent of a majority of the Board of Aldermen of the City of Riverside, Missouri and they shall be appointed so that they shall hold office for staggered terms. At the time of the appointment of the first board of directors the governing body of the City of Riverside shall divide the directors into three groups containing as nearly equal whole numbers as may be possible. The term of the directors included in the first group shall be two years, the term of the directors included in the second group shall be four years, and the term of the directors in the third group shall be six years. b. Notification. Not less than sixty (60) days prior to the expiration of the term o:F office of any director, the secretary of the corporation shall, with respect to each director who;~e term will expire, notify in the manner hereinafter set forth the chief executive officer and Board of Aldermen of the City of Riverside, Missouri. A copy of such notice shall be distributed in the same manner that public notice is to be given under Article IV, Section 6, of these Bylaws. Such notice shall set forth the names of the persons whose terms are about to expire, the date of expiration, and shall advise the chief executive officer and Board of Aldermen that it shall ha~~e the right to appoint by a date specified in the notice (which shall be not less than seven (7) da;~s prior to the annual meeting date) persons as directors as herein provided. c. Appointment of Directors Upon Increase in Number. If at any time the number of directors shall be increased, then the chief executive officer, with the advice and consent of a majority of the Board of Aldermen, shall appoint the number of individuals as directors as is necessary to increase the size of the current board of directors ("Current Board") to the size oi.' the board of directors as authorized by the Articles of Incorporation, as may be amended from. time to time. At the time of appointment of the new directors, the Board of Aldermen shall divide the new directors into three groups containing as nearly equal whole numbers as may he possible. The first term of the directors included in the first group shall coincide and be coterminous with the terms remaining of those directors of the Current Board who have the shortest remaining term. The first term of the directors included in the second group shall coincide and be coterminous with the terms remaining of those directors of the Current Board who have the longest remaining terms. The first term of the directors included in the third group shall coincide and be coterminous with the terms remaining of those directors of the Current Board who have not yet been referred to within this subparagraph c. d. Subsequent Appointments. Any director may succeed himself or herself indefinitely. The name of any individual who has been so appointed by the chief executive officer with the advice and consent of a majority of the Board of Aldermen of the City of Riverside, Missouri, shall be forwarded to the secretary of the corporation not less than seven (7) days prior to the date of the annual meeting. -3- The failure to comply with the time schedule hereinabove set forth shall not invalidate the appointment of any director otherwise duly appointed. 4. Commencement of Term of Office. A director shall be deemed appointed as of the time specified at the time of his appointment but he shall not be deemed to have commenced his term of office or to have any of the powers or responsibilities of a director until the time he accepts the office of director either by a written acceptance or by participating in the affairs oi' the corporation at a meeting of the Board of Directors or otherwise. 5. Vacancies. Vacancies among the directors resulting from the death, resignatio_1, removal, incapacity or disqualification of a director, or the failure of an appointed director to accept the office of director, may be filled by the chief executive officer with the advice and consent of a majority of the Board of Aldermen of the City of Riverside, Missouri. A director appointed to fill a vacancy shall meet any qualifications set forth in these Bylaws, and shall serve for the unexpired term of his predecessor and until his successor has been duly appointed and has commenced his term of office. 6. Compensation. No director shall receive compensation from the corporation for any service he may render to it as a director. However, upon approval of the Board of Directors, a director may be reimbursed for his actual expenses reasonably incurred in and about his performance of his duties as a director. 7. Committees. Committees not having the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Each such committee shall have such duties and authority as are from time to time delegated to it by the Board of Directors. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him/her by law. 8. Resi ng ation. Any director may resign from the Board of Directors. Such resignation shall be in writing and shall be effective immediately or upon its acceptance by the Board of Directors as such resignation may provide and if not so provided, then immediately. ARTICLE IV MEETINGS 1. Place. Meetings of the Board of Directors of the corporation may be held at the principal office of the corporation designated pursuant to Article I, Section 1 of these Bylaws, or at any other place within the State of Missouri as may be determined from time to time by resolution of the board or by written consent of the members of the board. 2. Annual Meetings. The annual meeting of the Board of Directors shall be held at 6:00 P.M. on the third Wednesday of September of each year. Notice of an annual meeting shall -4- be given to each incumbent and newly appointed director not less than five (5) days before the; date of the annual meeting. The annual meeting shall be held within the corporate limits of the City of Riverside. 3. Meetings. In addition to the annual meeting, the Board of Directors may hold regular meetings at the principal offices of the corporation at any time, at any place and for any purpose or purposes. The Board of Directors may also hold special meetings at any time and .at any place for any purpose or purposes. Meetings may be called by the president, the secretary or by two members of the Board of Directors by notice duly signed by the officer or directors calling the same and given in the manner hereinafter provided. 4. Participation through Electronic Communication. Subject to the requirements of Chapter 610, RSMo., as amended, members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. 5. Notice of Meetings. Notice of any meeting of the Board of Directors shall be given to each director in writing at least twenty-four hours before such meeting. Notices shay. specify the date, hour, and place of the meeting and the business to be brought before the meeting. 6. Public Notice of Meetings. Reasonable effort shall be made to give at least twenty-four hours notice of the time, date, place and tentative agenda of each meeting of the Board of Directors by posting such notice at the place designated by the City Clerk for posting; of meeting notices of the Board of Aldermen of the City of Riverside. Such notice shall be made available to any representative of the news media who requests notice of a particular meeting. Any additional notice required from time to time by applicable law shall also be given. 7. Waiver of Notice. Any notice provided or required to be given to the directors may be waived in writing by any of them whether before or after the time stated therein. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where the director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 8. uorum. The presence of a majority of the whole board shall be requisite for and shall constitute a quorum for the transaction of business at all meetings. The act of a majority of the directors present at a meeting at which a quorum is present shall be valid as the act of the Board of Directors except in those specific instances in which a larger vote may be required by law, by the Articles of Incorporation or these Bylaws. 9. Adjournment. If a quorum shall not be present at any such meeting, the directors present shall have power successively to adjourn the meeting, without notice other than announcement at the meeting, to a specific date. At any such adjourned meeting at which a -5- quorum shall be present any business may be transacted which could have been transacted at the original session of the meeting. 10. Votin¢. Each director present at any meeting shall be entitled to cast one vote on each matter coming before such meeting for decision. 11. Manner of Acting and Rules of Order. In all matters not covered by the Bylaws, parliamentary procedures shall be governed by the manual known as "Robert's Rules of Order, the Modern Edition." 12. Action Without Meetine. Notwithstanding any provision contained in these Bylaws to the contrary, any administrative actions, including without limitation the approval rind execution of agreements requiring the expenditure of less than one thousand dollars ($1,000), and personnel matters, including disciplinary actions, which are required to be or may be taken at a meeting of the directors, or any committee established by the Board of Directors, may be tal~:en without a meeting if consents in writing, setting forth the action so taken, are signed by all of'.he members of the Board or of the committee as the case may be. The consent shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document. The secretary shall file the consents with the minutes of the meetings of the Board of Directors or of the committee as the case may be. ARTICLE V OFFICERS 1. General. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as the Board of Directors may elect, including but not limited to a chairman of the Board of Directors, assistant secretaries and assistant treasurers. The chairman of the board, if any, and the president shall be elected from among the members of the Board of Directors and shall at all times while holding such office be a member of the Board of Directors. Any two or more offices may be held by the same perso~i except the offices of president and secretary. At each annual meeting of the Board of Director; the board shall elect officers to serve at the pleasure of the board until the next annual meeting; of the board and until their successors are duly elected and qualified. An officer shall be deemed qualified when he enters upon the duties of the office to which he has been elected or appointed and furnishes any bond required by the board or these Bylaws; but the board may also require of such person his written acceptance and promise faithfully to discharge the duties of such office. 2. Removal. Any officer or any employee or agent of the corporation may be removed or discharged by a majority of the full Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. -6- If, for any reason, any officer who is also a member of the Board of Directors ceases to be a member of the Board of Directors, then such officer shall automatically be removed from. his office in the corporation. 3. Compensation. No officer who is also a member of the Board of Directors shall receive any salary or compensation for serving as such. Salaries and compensation of all other officers and of all other agents and employees of the corporation, if any, may be fixed, increased or decreased by the Board of Directors, but until action is taken with respect thereto by the Beard of Directors, the same may be fixed, increased or decreased by the executive director, preside~it, or such other officer or officers as may be empowered by the Board of Directors to do so; provided, however, that no person may fix, increase or decrease his/her own salary or compensation. Subject to approval of the Board of Directors, each officer may be reimbursed for his/her actual expenses if they are reasonable and incurred in connection with the business anti activities of the corporation. 4. Vacancies. Vacancies caused by the death, resignation, incapacity, removal or disqualification of an officer of the corporation shall be filled by the Board of Directors at any annual or other meeting called for that purpose, and such person or persons so elected to fill a~iy such vacancy shall serve at the pleasure of the board until the next annual meeting of the board, and until his/her successor is duly elected and qualified. 5. The Chairman of the Board. If a chairman of the board be elected or appointee., he shall preside at all meetings of the Board of Directors at which he may be present and shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws. The Board of Directors may delegate such other authority and assign such additional duties to the chairman of the board, other than those conferred by law exclusively upon the president, as it may from time to time determine, and, to the extent permissible by law, the board may designate the chairman of the board as the chief executive officer of the corporation with all of the powers otherwise conferred upon the president of the corporation under paragraph 7 of this Article V, or it may, from time to time, divide the responsibilities, duties and authority for the general control and management of the corporation's business and affairs between the chairman of the board and the president. 6. Vice Chairman of the Board of Directors. If avice-chairman of the board be elected or appointed, he shall work in cooperation with the chairman and shall perform such duties as the Board of Directors or the chairman may assign to him. In the event of the death, absence, incapacity, inability or refusal to act of the chairman, the vice chairman shall be ve:;ted with all the powers and perform all the duties of the office of chairman. He shall have such other or further duties or authority as may be prescribed elsewhere in these Bylaws or from time; to time by the Board of Directors. 7. The President. Unless the board otherwise provides, the president shall be the chief executive officer of the corporation and shall have such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive: officer of a corporation, and he shall carry into effect all directions and resolutions of the board. -7- In the absence of the chairman of the board or if there be no chairman of the board, the president shall preside at all meetings of the Board of Directors at which he may be present. If the Board of Directors appoints no executive director pursuant to Article VI or in the absence, disability or inability to act of any executive director so appointed, the president may exercise all of the powers and perform all of the duties of the executive director. The president may execute all bonds, notes, debentures, mortgages, and other contracts requiring a seal, under the seal of the corporation and may cause the seal to be affixed thereto, and all other instruments for and in the name of the corporation. If a chairman of the board be elected or appointed and designated as the chief executive officer of the corporation, as provided in paragraph 5 of this Article, the president shall perform such duties as may be specifically delegated to him by the Board of Directors and as are conferred by law exclusively upon him, and in the absence, disability or inability to act of the chairman of the board, the president shall perform the duties and exercise the powers of the chairman of the board. The president shall have the right to attend any meeting of any committee of the Board. of Directors and to express his opinion and make reports at such meeting; provided, however, th~it unless he shall be specifically appointed to any committee he shall not be considered to be a committee member or have the right to vote or be counted for the purpose of determining a quorum at any such meeting. The president shall have such other duties, powers and authority as may be prescribed elsewhere in these Bylaws or by the Board of Directors. 8. The Vice President. The vice president shall work in cooperation with the president and shall perform such duties as the Board of Directors may assign to him. In the event of the death, absence, incapacity, inability or refusal to act of the president, the vice president (in order of seniority if there is more than one vice president) shall be vested with al:. the powers and perform all the duties of the office of president. In the event the Board of Directors elects a chairman of the board, he shall serve as vice chairman and shall have such other or further duties or authority as may be prescribed elsewhere in these Bylaws or from tir.~e to time by the Board of Directors. 9. The Secretary. The secretary shall attend the meetings of the Board of Directors and shall record or cause to be recorded all votes taken and the minutes of all proceedings in the minute book of the corporation to be kept for that purpose. He shall perform like duties for any standing or special committees when requested by such committee to do so. He shall be the custodian of all the books, papers and records of the corporation and shall at such reasonable times as may be requested permit an inspection of such books, papers and records by any director of the corporation. He shall cause all books, papers, and records of the corporation to be kept safe and secure and shall make reasonable effort to house such documents at the City Hall of the City of Riverside or other similar public office. He shall, upon reasonable demand, furnish a full, true and correct copy of any book, paper or record in his possession. He shall be -8- the administrative and clerical officer of the corporation under the supervision of the president and Board of Directors. The secretary shall keep in safe custody the seal of the corporation and when authorized to do so shall affix the same to any instrument requiring the seal, and when so affixed, he shall attest the same by his signature. The secretary shall have the principal responsibility to give or cause to be given notice of the meetings of the Board of Directors, but this shall not lessen the authority of others to give such notice as provided in these Bylaws. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation and shall have such other or further duties or authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors. While carrying out his duties as secretary, the secretary may also hold the position of treasurer. The secretary may be, but is not required to be, a member of the Board of Directors. 10. The Treasurer. The treasurer shall have supervision and custody of all moneys, funds and credits of the corporation and shall cause to be kept full and accurate accounts of the receipts and disbursements of the corporation in books belonging to it. He shall keep or cause to be kept all other books of account and accounting records of the corporation as shall be necessary, and shall cause all moneys and credits to be deposited in the name and to the credit of the corporation in such accounts and depositories as may be designated by the Board of Directors. The treasurer shall disburse or supervise the disbursement of funds of the corporation in accordance with the authority granted by the Board of Directors, taking proper vouchers therefor. The treasurer shall be relieved of all responsibility for all moneys or other valuable property or the disbursement thereof committed by the Board of Directors to the custody of arty other person or corporation, or the supervision of which is delegated by the board to any other officer, agent or employee. The treasurer shall render to the president, the executive director or the Board of Directors, whenever requested by any of them, an account of all transactions as treasurer and of those under his jurisdiction and the financial condition of the corporation. The treasurer may be bonded at the expense of the corporation and in an amount set b}~ the Board of Directors if the Board of Directors so requires. The treasurer may be, but is not required to be, a member of the Board of Directors, shall have the general duties, powers and responsibilities of a treasurer of a corporation, shall be thc; chief financial and accounting officer of the corporation and shall have and perform such other duties, responsibilities and authorities as may be prescribed from time to time by the Board of Directors. -9- While carrying out his duties as treasurer, the treasurer may also hold the position of secretary. 11. Assistant Secretary and Assistant Treasurer. Each assistant secretary or assistant treasurer, if any, in order of their seniority, in the event of the death, absence, incapacity, inability or refusal to act of the secretary or treasurer, respectively, shall perform the duties and exercise the powers of said respective officers and perform such other duties as the directors may from time to time prescribe. ARTICLE VI EXECUTIVE DIRECTOR The Board of Directors may appoint a person to exercise all of the powers and perform. all the duties set forth in this Article and shall designate such person so appointed as the executive director. The executive director shall have such general powers and duties of supervision and management as are usually vested in the office of the chief administrative officer of a corporation, and he shall carry into effect all directions and resolutions of the board. The executive director shall direct the day-to-day business of the corporation including supervising; all employees of the corporation, collecting any rentals, charges or fees, and keeping records in the form prescribed from time to time by the Board of Directors and reporting thereon whenever so requested by the Board of Directors. The executive director shall be directly responsible to the board and shall report directly to the board. The executive director shall cause to be prepared and shall submit to the board for its approval an annual budget and all supplements thereto for each year at least thirty (30) days prior to the end of the preceding year. The executive director shall submit to the Board of Directors at its annual meeting a report summarizing the operations and business of the corporation and its activities during the preceding year and setting forth the plans, programs or projects for future development, with such suggestions and recommendations as he shall approve. He shall also make such reports to the Board of Directors as he may deem necessary, or which may be required by these Bylaws, or by the board. The executive director (if not a director) may be invited to attend any meeting of the Board of Directors and any committee thereof and to express his opinion and make reports at such meeting; provided, however, that in such event he shall not be considered to be a director or committee member or have the right to vote or be counted for the purpose of determining a quorum at any such meeting. The executive director may be bonded at the expense of the corporation and in an amount set by the Board of Directors if the Board of Directors so requires. The executive director shall have such other or fiuther duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors. -10- In the event of the death, absence, incapacity, inability or refusal to act of the Executive Director, the Board of Directors or president shall designate some other person to exercise, and in the absence of such designation the president may exercise, all of the powers and perform all of the duties of the executive director. ARTICLE VII GENERAL PROVISIONS 1. Depositories and Checks. The moneys of the corporation shall be deposited in such manner as the directors shall direct in such banks or trust companies as the directors may designate and shall be drawn out by checks signed in such manner as may be provided by resolution adopted by the Board of Directors. 2. Bonds. In addition to any bonds required of the treasurer and the executive director, any other officer or employee handling money of the corporation may be bonded at t:he corporation's expense in such amounts as may be determined by the Board of Directors. 3. Custodian of Securities. The Board of Directors may from time to time appoint one or more banks or trust companies to act for reasonable compensation as custodian of all securities and other valuables owned by the corporation, and to exercise in respect thereof such powers as may be conferred by resolution of the Board of Directors. The Board of Directors may remove any such custodian at any time. 4. Annual Audit. An annual audit of the books of account and financial records of the corporation shall be performed by an independent accounting firm at the expense of the corporation. 5. Certain Loans Prohibited. The corporation shall not make any loan to any offi<;er or director of the corporation. -11- 6. Indemnification and Liability of Directors and Officers. Each person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation (including the heirs, executors, administrators acid estate of such person) shall be indemnified by the corporation as of right 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, cost and expense (including attorneys' fees) asserted or threatened against and incurred by such person in his capacity as or arising out of his status as a director or officer of the corporation or, if serving at the request of the corporation, as a director or officer of another corporation. The indemnification provided by this Bylaw provision shall not be exclusive of any other rights to which those indemnified may be entitled under any other bylaw or under any agreement, vote of disinterested directors or otherwise, and shall not limit in any way any right which the corporation may have to make different or further indemnifications with respect to the same or different persons or classes of persons. No person shall be liable to the corporation for any loss, damage, liability or expense suffered by it on account of any action taken or omitted to be taken by him as a director or officer of the corporation or of any other corporation which he serves as a director or officer a': the request of the corporation, if such person (a) exercised the same degree of care and skill as a prudent man would have exercised under the circumstances in the conduct of his own affairs, ~~r (b) took or omitted to take such action in reliance upon advice of counsel for the corporation, or for such other corporation, or upon statements made or information furnished by directors, officers, employees or agents of the corporation, or of such other corporation, which he had no reasonable grounds to disbelieve. 7. Personnel S,, sue. The Board of Directors shall adopt an orderly and consistent personnel system which shall apply to all employees of the corporation. 8. Absence of Personal Liability. The directors, officers and employees of the corporation are not individually or personally liable for the debts, bonds, contracts, liabilities or obligations of the corporation. 9. Miscellaneous. The use of the masculine shall be deemed to include the feminine and the use of the singular shall be deemed to include the plural, and vice versa, whenever the context so admits or requires. ARTICLE VIII FISCAL YEAR The Board of Directors shall have the power to fix and from time to time change the fiscal year of the corporation. In the absence of action by the Board of Directors, however, the fiscal year of the corporation shall end each year on the date which the corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board of Directors. -12- ARTICLE IX AMENDMENTS The Board of Directors of the corporation shall have the power to make, alter, amend rind repeal the Bylaws of the corporation and to adopt new bylaws, which power may be exercised by a vote of a majority of the members of the full Board of Directors. The corporation shall keep at its principal office a copy of the Bylaws, as amended, which shall be open to inspection at all reasonable times during office hours. -13- These Bylaws shall become effective (Y1ax'C~, ~ ~ , 2007. APPROVED AND ADOPTED by the Board of Directors on this ~-1=day of ~(l~~r-cJh~ , 2007. ~~ ~~ ~~. Secretary CERTIFICATE The undersigned hereby certifies that she is the duly qualified and acting secretary of The Industrial Development Authority of the City of Riverside, Missouri, that in such capacity she is the lawful custodian of the corporation, and that the foregoing is a true, correct and complete copy of the Bylaws of the Authority adopted by resolution of its Board of Directors on ~GLr~ a 1 , 2007. [Print N Secretary of the Corporation -14-