By-Laws | Cherokee Row

BYLAWS OF THE CHEROKEE-LEMP

SPECIAL BUSINESS DISTRICT

ARTICLE 1 -- THE DISTRICT

Section 1. Name of the District. The name of the District shall be “Cherokee-Lemp Business District” of St. Louis.

Section 2. Principal Office of the District. The District has a mailing address, PO Box 58714, Saint Louis, MO, 63158. The District currently uses borrowed space for any meetings.

Section 3. Boundaries of the District. The boundaries of the District shall be as described in Ordinance 63957, as such ordinance may be amended from time to time.

ARTICLES II – AUTHORITY AND PURPOSES

Section 1. Authority. The District is created under authority of Sections 71.790-71.8.8 of the Revised Statutes of Missouri (commonly known as the Special Business Districts Law”) and Ordinance 63957 of the City of St. Louis. Such law and ordinance, as amended from time to time, are hereby incorporated by this reference into these by-laws.

Section 2. Governing Body. The District shall be governed by a Board of Commissioners, which shall consist of seven (7) members as provided in Ordinance 63957.

Section 3. General Purpose. The purpose of the District is to plan and implement such services and improvements within the District as, in the judgment of the Commission, are needed by the District and are appropriate under the provisions of Ordinance 63957 and are pursuant to the then-current budget approved by the St. Louis Board of Aldermen.

ARTICLE III – COMMISSIONERS

Section 1. Qualifications. The members of the Commission shall have the qualifications required by law. There shall be seven (7) members, of whom five (5) members shall be owners of commercial real property within the District or their representatives, and two (2) members shall be commercial renters within the District or their representatives. Eligible “owners” and “renters” shall be those entities paying the commercial real property taxes and/or business license taxes provided for by Ordinance 63957. Said “representatives” shall be individuals who are equity owners, partners, shareholders, members, or legally authorized company managers, directors or officers of said entities.

Section 2. Term of Office. Commissioners shall serve for the term of office described in Ordinance 63957.

Section 3. Removal. Commissioners may be removed by the procedure described in Ordinance 63957.

Section 4. Vacancies. Vacancies on the Board of Commissioners shall be filled by the procedure described in Ordinance 63957.

Section 5. Resignation. A Commissioner may resign from the Commission by delivering written notice of resignation to the principal office of the District. Such resignation shall be effective upon its delivery.

Section 6. Compensation. No Commissioner shall receive any compensation for service on the Commission. The Commission may authorize reimbursement of actual out-of-pocket expenses incurred in connection with any project authorized by the Commissioners.

ARTICLE IV – OFFICERS

Section 1. Officers. The officers of the District shall be a President, a Vice-President, a Secretary, and a Treasurer.

Section 2. President. The President shall preside at all meetings of the Board of Commissioners of the District. At each meeting the President shall submit for consideration any recommendations or information that he has obtained concerning the business affairs and policies of the District.

The President shall, along with the Secretary or other designated officer, sign all deeds, mortgages, bonds, contracts and other instruments which the Commission has authorized to be executed, except in cases where the signing of an instrument is expressly delegated to some other officer or agent of the Commission.

The President shall perform all other duties incident to the office as may be prescribed by the Commission from time to time.

Section 3. Vice-President. The Vice-President, in the absence or inability of the President to chair meetings, shall perform the duties of the President. In the case of resignation or death of the President, the Vice-President shall perform such duties as are imposed on the President until such time as the Board shall select a new President.

Section 4. Secretary. The Secretary shall keep the records of District, record all votes, take minutes al all meetings and keep a permanent record of each meeting. The Secretary will have custody of the seal of the District and shall have the power to affix such a seal to all contracts and instruments executed.

Section 5. Treasurer. The Treasurer shall be in charge of the finances of the District. The Treasurer will report at each meeting of all monies deposited and spent. The Treasurer will help the Commissioners create an annual budget and submit an annual financial report showing the financial condition at the end of the fiscal year.

In case of resignation, incapacity or death of the President and Vice-President, the Treasurer shall perform such duties as are required of the President until such time as the Board selects a new President or Vice-President.

Section 6. Additional Duties. The officers of the District shall perform such other duties and functions as may from time to time be required by the District or the by-laws of the District, or such other duties, as may be incident to that office of a Missouri governmental commission.

Section 7. Election or Appointment. The officers shall be elected at the Annual Meeting of the District from among the Commissioners of the District, and shall hold office until the next Annual Meeting or until their successors are elected and qualified.

Section 8. Vacancies. Should any office become vacant, the Commissioners shall elect a successor from among their number at the next regular meeting, and such election shall be for the unexpired term of said office.

ARTICLE V – MEETINGS

Section 1. Annual Meeting. The Annual Meeting of the Board of Commissioners of the District shall be held in January each year during the regularly scheduled meeting. In the event such date falls on a legal holiday the Annual Meeting shall be rescheduled.

Section 2. Regular Meetings. Regular meetings of the Board of Commissioners will be scheduled on a date and at a time that is agreeable to the majority of Commissioners.

The following failures to attend regular meetings of the Board of Commissioners shall constitute cause for removal of a Commissioner from the Board:

Failure to attend three successive regular meetings, or

Failure to attend three or more regular meetings during any six-month period.

Any such failures shall constitute a neglect of duty by such Commissioner, and the Board of Commissioners at a regular meeting in which a quorum is present may vote to forward written charges of said neglect of duty to the Mayor of the City of Saint Louis, requesting removal of said Commissioner in accordance with Section Four (4), Article C of City Ordinance 63957.

Section 3. Special Meetings. The President may, when he/she deems it expedient or upon written request to the Commissioners of the District, call a Special Meeting of the Board for the purpose of transacting any business designated in the call. The call of a Special Meeting may be delivered to each Commissioner or may be mailed to the business or home address of each Commissioner or may be mailed to the business or home address of each Commissioner in time for its receipt at least two days prior to the day of such meeting. The Special Meeting shall be held at the time and meeting place designated in the notice. At such Special Meeting, no business shall be considered other than as designated in the call, except that if all Commissioners are present, by their unanimous consent, any and all business may be transacted at such Special Meeting.

Section 4. Public Notice. Public Notice of all meetings of the Board of Commissioners shall be given as provided in Section 610.010 to 610.030 of the Revised Statutes of Missouri, as amended.

Section 5. Quorum. The powers of the District shall be vested in the Commissioners thereof. Four (4) Commissioners shall constitute a quorum for the purpose of conducting its business and exercising its powers for all other purposes. A smaller number may recess from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken upon a vote of a majority of the Commissioners present.

ARTICLE VI -- DELEGATION

Section 1. Committees. The Chairman may appoint standing and ad hoc committees from time to time, as needed.

Section 2. Committee Membership. The President shall appoint one or more Commissioners to serve on each committee. With the approval of the Commissioners the President may appoint persons to serve on committees who are not Commissioners.

ARTICLE VII –- ADMENDMENTS

Section 1. Amendments to the By-Laws. The by-laws of the District shall be amended only with the approval of at least four (4) of the Commissioners of the Board at a regular or special meeting. Except by unanimous consent of all Commissioners, no proposed amendment to the by-laws shall be voted upon until the same has been reduced to writing, filed with the Secretary, and read at the regular meeting immediately preceding the meeting at which such amendment is voted upon.

ARTICLE VIII -- LIABILITY AND INDEMNIFICATION

Section 1. Liability of Members. The members of the Commission shall not be personally liable for the debts, obligations, or other liabilities of the Commission.

Section 2. Indemnification. The Commission may indemnify any person who was or is threatened to be made a party to any civil or criminal legal action by reason of the fact that he or she is or was a member, officer, employee and/or agent of the Commission, in some capacity on its behalf.

Such indemnification may cover expenses, judgments, fines and/or amounts paid in settlement of claims, as well as amounts actually and reasonably incurred in such legal action.

However, the Commission shall not indemnify any person who did not act in good faith or whose action constituted intentional misconduct.

No member may vote on the issue of indemnification as to his or her own conduct.

Attachment #1: Ordinance #63957 Originally adopted March, 12, 1998, Restated November 4, 2009, Revision adopted March 3, 2022