Association Bylaws

Association Bylaws


(Last updated June 2023)

  1. NAME

The full name of this organization is the INDIAN MOUND NEIGHBORHOOD ASSOCIATION (“IMNA”) which herein after shall be called IMNA.


IMNA is organized exclusively for charitable, educational or scientific purposes, as may qualify it as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law).  More specifically, such purposes include, but are not limited to, improving the quality of life for residents living in its designated area by working with the existing agencies, organizations, schools, churches, businesses, governmental bodies and individuals for the benefit of the neighborhood as a whole, and for the preservation and protection of residential and community property values in the neighborhood.

No substantial part of IMNA’s activities may be the carrying on of lobbying or otherwise attempting to influence legislation. However, IMNA may endorse or lend support to candidates for public office, ballot initiatives, legislation, and tax increases in furtherance of its purposes.


The boundaries of IMNA shall be the northern half of Independence Avenue on the South; the eastern half of Jackson Avenue to the southern half of Norledge Avenue to the eastern half of N. Kensington Avenue to the southern half of Sunrise Drive to the eastern half of N. Elmwood on the West; Gladstone Boulevard on the North; and N. Belmont Boulevard on the East The boundaries of IMNA shall be Independence Avenue on the South; Jackson Avenue on the West; Gladstone Boulevard on the North; and Belmont Avenue on the East.

Within the boundaries, IMNA shall be divided into four quadrants at Hardesty Avenue and St. John Avenue.


Any resident, property owner, or tenant of the legal voting age (18) living or operating a business within the boundaries of IMNA shall be entitled to membership. Any resident, property owner, or tenant of the legal voting age (18) living or operating a business less than one city block outside of IMNA boundaries shall be permitted to membership in IMNA if approved by a majority vote of The Board of Directors.

Any other person, regardless of residency, who acknowledges the purpose of IMNA, may be awarded an honorary membership by a majority vote of the General Membership.

Honorary members cannot vote or hold an office.

Individual Membership dues shall be $20.00 per year, and Household Membership dues shall be $25.00 per year, and become due in June of each year; however, should the member be over age 55, the annual membership dues will be reduced to $10.00 annually.

New memberships will be accepted throughout the year, but will not be pro-rated, and must be renewed each year, the month before the annual election. Business Memberships shall be $30.00 per year. Only paid members shall be able to vote. Members who have paid and attended at least 50% of the monthly meetings for a year prior to running may run for the Board of Directors.

Any person paid and qualified by these terms will be considered the “current membership.”


The Board of Directors, which herein after shall be called BOD, of IMNA shall be comprised of no less than four (4) offices; those being a President, Vice President office, Secretary, and Treasurer.

Additional offices of Executive Vice President and Administrative Vice President may be filled but are not required.

The BOD may include ex-officio members, duly appointed by the BOD as delegates. These delegates will represent, respectively, the four quadrants of IMNA and provide insight to the BOD, but do not have authority to vote on BOD matters or otherwise perform BOD acts or duties.

BOD’s shall serve two-year terms in office, and not more than half of the board shall turn over each two-year cycle. The President and Treasurer shall be elected during odd numbered years and Vice President and Secretary shall be elected during even numbered years.


Election of officers shall be held annually during the July meeting. Only current paid members may nominate a candidate for the Board of Directors. To be nominated for a position on the IMNA Board of Directors, you must have been a paid member and present for at least 50% of the monthly meetings for a year prior to running for the BOD.

  1. Prior to the annual election, an Election Judge will be selected  by the BOD, who is not nominated for an additional office or up for election during said election cycle.
  2. The Election Judge will accept nominations from the floor and will conduct the election process and ensure fairness during the proceedings.

Term shall mean two (2) years; no officer shall be elected to the same office for more than three (3) consecutive terms.


If a resignation or vacancy of the President occurs prior to July, the Executive Vice President shall assume their duties for the remainder of the term. If a resignation or vacancy of the Secretary or Treasurer occurs, the Administrative Vice President shall assume their duties for the remainder of the term. In the event that IMNA has no Executive or Administrative Vice Presidents, a general election will be held at the first monthly meeting following such a vacancy. A leave of absence of more than two (2) successive months shall constitute resignation, unless voted upon and approved by the BOD. Additionally, any member of the BOD may be removed from office by a super majority of the BOD or a super majority of the current membership. A BOD must be present for at least 75% of all monthly meetings or be subject to removal on grounds of office abandonment. If a member of the BOD has not participated in at least 75% of the meetings the remaining BOD must address removal of the delinquent member upon the 26th percentile mark of absence and provide to the current membership the BOD position for retention.


The President shall be the presiding officer at all monthly meetings and meetings of the BOD. The President shall create ad hoc committees as needed, shall be an ex-officio member of all IMNA committees except nominating committees, and may appoint one of the BOD to sit in on committees in their place.


The Executive Vice-President shall assist the President in the performance of their duties and shall preside at designated meetings in the absence of the President. Should the President resign prior to July, the Executive Vice President would assume that role and those duties.


The Secretary shall be responsible for the accurate taking and reading of minutes of the preceding monthly meeting and the preceding BOD meeting. The Secretary shall be responsible for posting notices of meetings in the local newspaper, managing social media, and reserving the meeting place prior to the scheduled meeting time. In the event of the absence of the President, and no Vice President, Administrative Vice President, or Executive Vice President is placed, the Secretary may officiate during the monthly meeting.




The Treasurer shall keep an accurate record of income and expenditures of IMNA and shall make the record available to the current membership and BOD as needed. The Treasurer shall be the custodian of IMNA’s financial records and petty cash fund. If the combined financial assets exceed $1,000.00, the Treasurer shall be bonded at IMNA’s expense. The Treasurer should be prepared to present members with information about IMNA owned properties and any pertinent financial status at each monthly meeting. The Treasurer shall be responsible for filing all necessary tax documents to the appropriate authorities.




The Administrative Vice President shall assist the Secretary and Treasurer in their performance of their duties and shall stand in at meetings in the absence of either officer.



The Board may meet on a regular basis as needed to discuss Association affairs. Regular board meetings may be held on the 3rd Monday of every month, or as determined by the Board.  All board meetings are open for observation to all Members. In order to participate in a board meeting, Members must request the Board to be added to the agenda for such meeting. Such request must be provided to the Board in writing no less than seven days prior to a board meeting and must state the Member’s name, the organization they represent (if applicable), and a description of what they would like to discuss. The Board is under no obligation to accept such request, but shall notify the Member whether their request has been accepted.



Special or emergency board meetings may be called by any Board Member, with 48-hour prior notice by phone, fax, mail, e-mail, or in person.




Board Members may participate in any meeting by conference telephone or any similar means of remote communication by which all persons participating can simultaneously hear each other during the meeting. A director participating by remote communication is considered present and in person at the meeting.




All matters shall be decided by a majority vote of the Board at a meeting, unless otherwise stated in these By-Laws.  Each Board Member shall be entitled to one vote for each matter.  No other persons may vote.  Proxy voting is permitted, provided the absent Board Member provides written authorization verified by the Secretary or the Secretary’s designee reasonably in advance of the meeting in which the proxy voting is to take place. The absent Board Member is to provide their designated proxy with written voting instructions. 




Quorum for Board meetings shall be a simple majority of the Board Members eligible to vote.




Any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if all of the Board Members or the committee consent in writing or by electronic transmission. The consents must describe the action taken and shall be filed by the Secretary with the minutes of the proceedings of the Board or committee.




IMNA’s four (4) quadrants shall be comprised of an individual delegate who lives or works within the boundaries of each territory.



Interested candidates for delegates shall submit a letter of interest to the President, who will present worthy candidates, at a first-come-first-serve basis, to the full BOD. The President shall nominate worthy candidates for appointment by a majority vote of the BODs. Delegates must be reappointed each year during the general election in July. Candidates for the delegate position must be a paid member and present for at least 50% of the monthly meetings for a year prior to serving as a delegate.


Delegates shall serve one-year terms and must be reappointed each year.


Delegates are ex-officio members of the BOD and do not have the authority or permissions entrusted to elected officers. Delegates shall hold an open line of communication with the BOD regarding problems or questions that occur within their quadrant. Delegates may be allowed to represent IMNA’s interests at meetings and events, with the BOD approval. Delegates may not vote during BOD meeting actions.


The BOD may appoint members to standing committees. These committees shall be created in need for advising the BOD in the duties of their assigned committee.


Expenditures or commitments of funds amounting to $100.00 or less may be made by a majority vote of the BOD. Expenditures or commitments of over $100.00 must be approved by a majority vote at a monthly membership meeting. All checks must be signed by the Treasurer and one other officer of IMNA.


Monthly Meetings shall be held once a month, on a consistent day monthly, at a consistent time monthly, at a regular meeting location as agreed upon by the BOD. Monthly Meetings are held the third Monday of the month at 6:30 p.m. at the North-East Branch of the Kansas City Public Library, 6000 Wilson Ave., Kansas City, MO 64123. The monthly meeting shall be open to all members, guests, and residents of IMNA. In the event of a change in time or venue (i.e. Martin Luther King and Presidents’ Day holidays) members should be made aware of the new meeting time and/or place during the preceding monthly meeting, and also through social media within 48 hours of the meeting.


The Board of Directors shall be composed of all elected officers and the four delegates, and shall meet as needed to establish the priorities of IMNA. Board meetings should be made public and open to all who wish to attend. An agenda shall be made and used at all meetings.


Prior to conducting any business at a monthly meeting, the presiding officer shall be satisfied that a quorum of the active membership (minimum of 10% in attendance) is present; no one shall be allowed to participate (vote) for ANY issue without active membership (current dues paid). Elections and business of IMNA shall be conducted according to parliamentary procedure. Decisions of IMNA shall be based on the majority vote, unless otherwise stated, at a monthly meeting. During a regularly scheduled election and in the event that a quorum is not present, all BODs up for election shall hold their positions until the first monthly meeting in which a quorum can be met.


In the event of dissolution of IMNA, all properties and monies will be distributed to other not-for-profit organizations as agreed upon by a vote with a super-majority of the current BOD and by the current membership.



The purpose of the conflict-of-interest policy is to protect the Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, agent, employee, or Board Member of the Association or might result in a possible excess benefit transaction. Board Members shall at all times make good faith efforts to avoid the appearance of a conflict of interest. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.




  1. Interested Person: Any Board Member, officer, agent, employee, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the Association has a transaction or arrangement, 
    2. A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or 
    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 




In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board, and shall refrain from debating or voting upon the question of engaging or using the business entity in question.




After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists. An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. After exercising due diligence, the Board or committee shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.


  1. Use of Confidential Information. A Board member shall not use or disclose financial information obtained in their official capacity as an officer or agent of the Association in any manner with the intent to cause financial gain for themself, any other person, or any business. This also precludes the use of mailing lists or other Association communications other than that directly related to Association matters. The term “Confidential Information” shall mean all information whether transmitted orally or in writing which is of such a nature that it is not, at that time, a matter of public record or public knowledge.



If the Board or committee has reasonable cause to believe a person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.

  1. If, after hearing the person’s response and after making further investigation as warranted by the circumstances, the Board determines that the person has failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action.



Amendments to IMNA bylaws must be submitted in writing at a monthly membership meeting and voted upon at the following monthly membership meeting.

Amendments must pass a 2/3 majority of current members. A quorum must be present.