Building Owners & Managers Association of Metropolitan St Louis

“Management company agreement for performance of services including contracted executive director.”

“A regular member of this association must represent a building or buildings, be employed in the ownership, operation, management, or leasing of a building or buildings, or be employed by an owner or a firm engaged in the ownership, management or leasing of a building or buildings. A regular member may vote at all meetings. An associate member shall be a representative of an industry supplying goods or services to buildings represented in this association. A professional member shall be a member of a professional firm such as a lawyer, architect or certified public accountant. A life or honorary member shall be awarded to those deemed worthy by the regular members of the association.”

“The directors of this association shall be elected by a ballot cast only by regular members. The six regular member candidates receiving the largest number of votes shall be declared elected and installed as directors. Associate/professional directors will be appointed by the board.”

“At business meetings, each regular member having the right to vote shall be entitled to vote in person or by proxy submitted in writing by such member or his/her duly authorized attorney; all questions, except of an amendment to the by-laws, the election of directors, and such other questions as may be specially regulated by statute or these by-laws, shall be determined by a majority vote of the members present in person or by proxy. The regular membership may amend or alter any of these by-laws at any meeting by the affirmative vote of a majority of those regular members present in person or by proxy, provided that the substance of the proposed amendment shall have been stated in this notice or waiver of notice of meeting.”

“There are no committees with the authority to act on behalf of the governing body.”

“The return was reviewed by the executive director in detail before signing. The executive committee and directors review the return at a board meeting before filing the return.”

“Once a year, each director, officer or member of a committee with board-delegated powers will be asked to sign a statement disclosing any known or potential conflicts of interest. Upon determination by the board that a conflict of interest exists pertaining to an interested person, the board will follow these procedures: (1) The matter under discussion should be presented by a non-interested party. (2) The interested person should abstain from participating in both the discussion and any related vote, and in appropriate circumstances, the interested person may be required to leave the room while the discussion and vote take place. (3) The board minutes should reflect the fact that the interested person abstained from discussion of the issue and should record that any vote taken did not include a vote from the interested party.”

“The organization is making its governing documents available to the public upon request.”