Building Owners & Managers Association of Metropolitan St Louis

“Delegation of control over managment duties: the organization has executed a management company agreement for performance of services including the position of executive director. As such, the organization has provided the management company with responsibility for duties customarily performed by, or under the direct supervision, of the officers and directors of the organization.”

“Boma has four classes for members: 1. Regular members: these members 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. Regular members may vote at all meetings. 2. Associate members: said members shall be representatives of an industry supplying goods or services to buildings represented in this association. 3. Professional members: such members shall be a member of a professional firm such as a lawyer, architect or certified public accountant. 4. Life or honorary members: this class of membership shall be awarded to those deemed worthy by the regular members of the association.”

“Power to elect or appoint members of the governing body: the directors of the 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.”

“Governance decisions reserved to or subject to approval by members: 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 with regard to amendments to the by-laws, the election of directors, and such other questions as may be specially regulated by statute or the organizaon's 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 the by-laws at any meeting by the affirmative vote of a majority of thosre 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.”

“Review of form 990: form 990 is prepared by the outside accounting firm and provided in draft form to the executive director and executive vice president for review. Changes, if any, are communicated and incorporated into the return. Form 990 is then made available to the governing body prior to filing with the irs.”

“Conflict of interest policy enforcement: once a year, each director, officer or member of a committee with board-delegated powers is 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 is presented by a non-interested party. 2) the interested person shall abstain from participating in both the discussion and any related vote. In certain circumstances, the interested person may be asked to leave the room during discussion and vote. 3) board minutes shall reflect: a) the interested person abstained from discussion of the issue and b) 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.”

“As a result of the covid-19 pandemic, many in-person program events transitioned to a virtual setting. Other program events such as the annual seminar and the annual trade show were postponed until 2021.”