BYLAWS
OF
THE SAINT LOUIS SYMPHONY ORCHESTRA
Amended April 26, 1940
Amended December 18, 1950
Amended January 27, 1965
Amended March 10, 1977
Amended May 17, 1989
Amended January 15, 1997
Amended January 23, 2002
Amended April 23, 2003
Amended January 20, 2004
Amended June 22, 2005
Amended, October 26, 2005
Amended January 22, 2007
Amended January 13, 2009
Amended November 19, 2010
Amended October 24, 2011
Amended November 18, 2013
PREAMBLE
The Saint Louis Symphony Orchestra (hereinafter referred to as “the Corporation”) is a Missouri not-forprofit corporation first incorporated May 20, 1893. The Corporation is governed by the laws of the State of
Missouri, by its Articles of Incorporation, as amended, and by these Bylaws.
ARTICLE I
Office
The principal office of the Corporation shall be located at 718 N. Grand Boulevard, Saint Louis, Missouri,
or at such other place as may from time to time be determined by the Board of Trustees.
ARTICLE II
Members
SECTION 1. Admission - Any person, organization, foundation, corporation, limited liability company,
partnership or association may become a Member of the Corporation by making a financial contribution to the
Corporation of at least $1,500.00 or such greater amount as may be determined from time to time by the Board of
Trustees. Such contribution shall entitle such person or entity to be a member of the Corporation for the fiscal year
of the Corporation in which the contribution is received. The Board of Trustees may establish higher level(s) of
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financial contributions qualifying for membership and/or privileges, for the fiscal year in which any such
contribution is made.
SECTION 2. Annual Meeting of Members - An annual meeting of the Members of the Corporation shall be
held no earlier than November 1 nor later than December 31 of each year and at such time and place as may be
determined from time to time by the Board of Trustees.
SECTION 3. Special Meetings of Members - Except as otherwise may be provided by the laws of Missouri,
special meetings of the members of the Corporation may be called by the Chairman of the Board of Trustees, the
President, or the Executive Committee, or by resolution of the Board of Trustees. No business may be transacted at
a special meeting other than that specifically set forth in the notice of such meeting.
SECTION 4. Quorum and Majority Vote - At the annual meeting of the Members ten percent (10%) of the
full Membership, present in person or by proxy, shall constitute a quorum. At any special meeting of the Members,
twenty-five percent (25%) of the full Membership, present in person or by proxy, shall constitute a quorum.
SECTION 5. Notice of Meetings - Except as otherwise provided by the laws of Missouri, notice of each
meeting of the Members of the Corporation, whether annual or special, shall be given at least thirty (30) but not
more than sixty (60) days before the date of such meeting. Such notice shall be given to each Member of the
Corporation entitled to vote at the meeting, by mailing such notice in the United States mail addressed to the address
of each such Member as it appears on the records of the Corporation. Such notice shall state the place, date and
hour of the meeting and, in the case of a special meeting, shall also state the purpose or purposes of such meeting.
SECTION 6. Proxies - Each Member may vote either in person or by proxy executed in writing and filed
with the Secretary at or before any meetings of the Members. Any proxy may be revoked by a later dated proxy
prior to the meeting for which the proxy was given. No proxy shall be valid after eleven (11) months from the date
of the execution.
SECTION 7. Voting and Requisite Vote - Each Member shall be entitled to one vote on each matter
submitted to a vote at any meeting of the Members. Except as otherwise provided by the laws of Missouri or the
Articles of Incorporation of the Corporation, all decisions shall be made by the affirmative vote of the majority of
Members present in person or represented by proxy. There shall be no cumulative voting.
ARTICLE III
Trustees
SECTION 1. Board of Trustees - The business of the Corporation shall be overseen and directed by a board
of directors called the Board of Trustees who shall have the legal responsibility for setting policies of the
Corporation and approval changes to the Bylaws of the Corporation. All persons serving as Trustees shall by virtue
of such service on the Board of Trustees also become Members of the Corporation for the period of such service.
SECTION 2. Classes - The Board of Trustees shall consist of a single class of voting (Regular) Trustees
and one or more classes of non-voting Trustees as may be established from time to time by the Trustees.
SECTION 3. Regular Trustees - The number of Regular Trustees shall be as fixed by the Board of Trustees
from time to time, but in no event more than forty-five (45), exclusive of officers qualifying as Trustees eligible to
vote and exclusive of Overseers serving on Standing Committees, nor fewer than thirty (30). Regular Trustees shall
be nominated by the Governance and Nominating Committee of the Board of Trustees, and, except as hereafter
provided, shall be elected by Members at the annual meeting. The term of Regular Trustees shall be three (3) years,
commencing at the annual meeting of the Members in the year in which such Trustee is elected. The number of
Regular Trustees elected at the annual meeting of Members shall be approximately one-third (1/3) of the whole
number of Regular Trustees. Regular Trustees may succeed themselves but may serve for no more than three (3)
consecutive three-year terms; provided, however, that service in completing an unexpired term of a prior Trustee
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shall not be considered in applying the limitations of this sentence. At the conclusion of a third consecutive threeyear term Trustees shall be ineligible to be Regular Trustees for a period of one (1) year. No Regular Trustee shall
serve in such capacity for a total of more than eighteen (18) years. Any vacancy, for whatever reason, in the
position of Regular Trustee, may be filled by the action of the Board of Trustees, or by a sole remaining Regular
Trustee. Upon recommendation by the Nominating Committee, up to ten (10) positions on the Board of Trustees
may be left unfilled at the annual meeting, which positions may (but are not required to) be filled at any time during
the following year by affirmative vote of at least a majority of the Board of Trustees present at a regular or special
meeting of the Board of Trustees. A Trustee elected pursuant to a vacancy shall serve until the next annual meeting
of the Members or until such Trustee's earlier death, resignation, disqualification or removal from office, and such
Trustee may be elected for a full succeeding term at the next annual meeting of the Members. Any partial year of
service as a member of the Board of Trustees in excess of six (6) months shall count as one (1) year of service for
purposes of computing the maximum years of service allowed pursuant to this Article. Any partial year of service
as a member of the Board of Trustees for six (6) months or less shall not be taken into account for purposes of
computing the maximum years of service allowed pursuant to this Article.
SECTION 4. A. Life Trustees – Each person serving as a Life Trustee on the date on which these Bylaws
are adopted may continue to serve as such until his or her death, resignation, or removal with all privileges of
membership on the Board of Trustees, including the right to vote, provided that such person has attended at least
fifty percent (50%) of the meetings of the Board during the previous fiscal year of the Corporation. No additional
Life Trustees shall be selected after the date on which these Bylaws are adopted, it being intended that the Board of
Overseers, hereinafter created, be utilized to retain the experience of Life and Emeritus Trustees.
B. Honorary Trustees – The Regular Trustees may designate no more than two persons each year as
Honorary Trustee. Persons named as Honorary Trustees shall be individuals who have made supreme contributions
to the Saint Louis Symphony Orchestra and the designation of Honorary Trustee shall be the highest honor which
can be bestowed by the Corporation. No one serving as a Regular Trustee at the time of his or her selection shall be
eligible to be selected as an Honorary Trustee. A person designated as an Honorary Trustee shall be recognized as
such for life and shall have the right to attend meetings of the Board of Trustees of the Corporation, without vote,
but shall not be required to attend meetings or perform any other duties. Selection as an Honorary Trustee shall not
preclude such person from thereafter at any time being elected to the position of Regular Trustee.
SECTION 5. Ex Officio Trustees - In addition to the Regular Trustees, the Life Trustees, and those officers
designated as Trustees to vote under Article IV, Section 1, the President of the Volunteer Association and two
musicians from the Orchestra selected from time to time by the members of the Orchestra in such manner as they
shall determine shall serve as Ex Officio Trustees with all privileges of membership on the Board of Trustees
including the right to vote. The Board of Trustees may appoint such additional Ex Officio Trustees as it may select
from such other offices to be determined from time to time by the Governance and Nominating Committee and
approved by the Executive Committee. The term of an Ex Officio Trustee shall end on the day he or she ceases to
hold the office for which he or she was appointed an Ex Officio Trustee. Ex Officio Trustees other than the
President of the Volunteer Association and the Orchestra’s representatives on the Board shall have the right to attend
meetings but shall not be entitled to vote. The term of the Orchestra’s representatives on the Board shall be one (1)
year but such Trustee(s) may succeed himself or herself for an additional one-year term or terms at the pleasure of
the musicians of the Orchestra.
SECTION 6. Board of Overseers – The presently existing class of Emeritus Trustees is hereby abolished
and a Board of Overseers is hereby established. The Board of Overseers shall include all Emeritus Trustees on the
date on which these Bylaws are adopted, all Life Trustees who shall fail to maintain their status as Life Trustees as
herein provided and any additional persons selected by the Board as members of the Board of Overseers. The
primary function of the overseers is to recognize those who have added significantly to the well being of the
Corporation and who will continue to play an active role in the development activities of the Corporation, lending
their expertise and judgment to the board of trustees and management on specific assigned tasks. The Board of
Overseers will not participate directly in Corporate governance. Overseers will be invited to attend the annual
meeting of Members of the Corporation and regular meetings of the Board of Trustees. Overseers will not have
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voting privileges as Trustees except when serving on a standing Board committee, in which case they shall become
Trustees with full voting privileges.
SECTION 7. Removal of Trustees - Regular Trustees, Life Trustees and Ex Officio Trustees or Emeritus
Trustees may be removed by a vote of a majority of the Trustees eligible to vote at a meeting of the Board of
Trustees whenever in their judgment the best interests of the Corporation will be served by the removal of such a
Trustee. In addition, and notwithstanding anything contained herein, the Board of Trustees, by action taken at any
meeting of those present, may declare the place of any Trustee vacant if such Trustee is absent for more than five (5)
consecutive regular meetings of the Board without a cause deemed sufficient by the Board. Any vacancy in any
Trusteeship for whatever reasons may, unless otherwise provided in these Bylaws, may be filled at any time by
action of the Board of Trustees.
SECTION 8. Duties of Trustees - The business and affairs of the Corporation shall be managed under the
direction of the Board of Trustees, which shall have all the power and authority given to it under the laws of
Missouri and the Articles of Incorporation of the Corporation. The Board of Trustees shall make all rules and
regulations which it deems necessary or proper for the governance of the Corporation, and for the due and orderly
conduct of its affairs and the management of its property, not inconsistent with the Articles of Incorporation, as
amended from time to time, and the Bylaws of the Corporation, as amended from time to time. The Board of
Trustees shall exercise all powers of the Corporation not expressly given to the Members. Board members shall be
expected to make significant financial commitments to the Orchestra to the extent of their ability, to be season
subscribers to concerts of the Orchestra and to attend meetings of the Board of Trustees.
SECTION 9. Quorum - At all meetings of the Board of Trustees one-third (1/3) of the number of Trustees
eligible to vote existing from time to time shall constitute a quorum. Only Trustees eligible to vote at the time of a
meeting or consent shall be counted when determining whether a quorum exists.
SECTION 10. Action of the Board of Trustees Without a Meeting - Except as otherwise prohibited by the
articles of Incorporation or the laws of Missouri, or as may otherwise be provided in these Bylaws, any action
permitted or required to be taken at any meeting of the Board of Trustees or of any committee thereof, may be taken
without a meeting if all members of the Board of Trustees or committee, as the case may be, consent thereto in
writing, and such writing or writings setting forth the action so taken are filed with the minutes or proceedings of the
Board of Trustees or committee.
SECTION 11. Teleparticipation at Meetings - Members of the Board of Trustees may participate in a
meeting of the Board of Trustees or of any committee thereof by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can hear each other. Participation in a
meeting in this manner shall constitute presence in person at the meeting.
SECTION 12. Voting and Requisite Vote - Each Trustee eligible to vote shall be entitled to one (1) vote on
each matter submitted to a vote at any meeting of the Board of Trustees; and except as otherwise provided in these
Bylaws, action of the Board of Trustees shall be by majority vote of the Trustees eligible to vote who are present
and voting at a meeting at which a quorum is present. There shall be four regular meetings of the Trustees annually
unless circumstances require more frequent meetings.
ARTICLE IV
Officers
SECTION 1. Election - As officers of the Corporation, the Board of Trustees shall elect a Chairman,
President, Treasurer and Secretary, and may elect one or more Vice-Presidents, Vice-Chairmen, Assistant Treasurers
and Assistant Secretaries, and such other officers as it may deem appropriate from time to time. The Chairman,
President, all Vice-Presidents, and all Vice-Chairmen need not be Trustees eligible to vote at the time of their
election, but any such officer shall become a Trustee with full right to vote at the time such officer is elected,
notwithstanding the term limitation provisions of Article III of these Bylaws, which term limitation provisions shall
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be suspended as to such officer when he or she is serving as such. One person may be elected to more than one
office.
SECTION 2. Tenure - The officers of the Corporation shall be elected at the first meeting of the Board of
Trustees following each annual meeting of the Members of the Corporation, and the Board of Trustees at any time
thereafter may elect additional officers as it deems appropriate. All officers shall hold office for a term of two (2)
years and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.
SECTION 3. Limitation on Number of Terms of Officers - No person other than the President shall serve as
an officer for more than three (3) consecutive two-year terms; provided, however, any service to fill an unexpired
term of a person previously holding such office shall not be included as one such term.
SECTION 4. Removal of Officers and Successors - An officer may be removed, with or without cause, at
any meeting of the Board of Trustees by majority vote of those Trustees eligible to vote. A vacancy in any office for
whatever reason may be filled by action of the Board of Trustees.
SECTION 5. Conduct of Officers - The officers shall use their best efforts to carry out in good faith the
purposes and exercise the powers expressed in the Articles of Incorporation of the Corporation, as may be amended
from time to time, and the Bylaws of the Corporation, as may be amended from time to time, in such manner that a
symphony Corporation shall be maintained and symphony concerts given of cultural and educational value in and
for the community, having regard to the fact that a grant of tax exemption marks its activities as effected with a
public interest wider than that of subscribers and contributors.
SECTION 6. Honorary Officers - The Board of Trustees may from time to time elect such honorary
officers, with such titles and designations as it shall select, from such persons as the Board of Trustees shall
determine, whether or not they may be members of the Corporation or members of the Board of Trustees.
ARTICLE V
Duties of Officers
SECTION 1. Chairman - The Chairman shall preside at all meetings of the Board of Trustees and at annual
and special meetings of the Members; he or she shall, subject to the approval of the Board of Trustees pursuant to
Article VI hereof, appoint all committees of the Board, and shall designate the Chairman of all such committees.
The Chairman shall serve ex officio as a Member of all committees of the Board. The Chairman shall make or
cause to be made a report at the annual meeting of the Members concerning the operations of the Corporation during
the preceding year. In conjunction with the Executive Committee and the Board of Trustees and in cooperation with
the professional staff, the Chairman’s responsibilities shall include setting policies in conjunction with the Trustees,
representing the Corporation to the broader community and overseeing the process of selecting a Music Director and
President.
SECTION 2. President - The President, who shall be known as the Executive Director, shall be the chief
executive officer of the Corporation. The President shall be responsible for all aspects of the Corporation subject to
the authority of the Board of Trustees, other than those aspects which are the responsibility of the Music Director. It
shall be the duty of the President to keep the Trustees informed at all times of the functioning of the Corporation.
The President shall make regular reports at meetings of the Board of Trustees and shall serve Ex Officio on all
committees of the Board of Trustees. The President shall implement all policies adopted by the Board of Trustees.
In the absence of the Chairman of the Board of Trustees and in the absence of the designation of a Vice Chairman to
act as provide in Section 3 of this Article V, the President shall preside at all meetings of the Members and of the
Board of Trustees.
SECTION 3. Vice Chairman - There shall be one or more Vice Presidents called Vice-Chairmen. The
Vice-Chairmen shall, in the absence of the Chairman and in such order as may be designated by the Chairman,
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preside at all meetings of the Members of the Corporation and of the Board of Trustees. They shall also perform
such other duties as may be assigned or delegated to them by the President or Chairman from time to time.
SECTION 4. Secretary - The Secretary shall be secretary to and keep minutes of all meetings of the
Members and of the Board of Trustees, unless the Chairman of the meeting designates another person to do so. The
Secretary shall give or cause to be given, notice of all meetings of Members and of the Board of Trustees, and when
appropriate shall cause the corporate seal to be affixed to any instrument executed on behalf of the Corporation. The
Secretary shall perform such other duties as are usually delegated to the Secretary by the Chairman or the President.
SECTION 5. Treasurer - The Treasurer shall be responsible for the accounts and financial records of the
Corporation. The Treasurer may be, but is not required to be, chairman of the Finance and Audit Committee at the
discretion of the Board. The Treasurer shall perform such duties as may be delegated to the Treasurer by the
Chairman or the President, in accordance with the practice established and approved by the Trustees eligible to vote
from time to time.
ARTICLE VI
Committees
SECTION 1. Appointment of Committees - Within thirty (30) days after the election of officers as provided
in Article IV, Section 1, the Chairman, subject to the approval of the Board of Trustees, shall appoint all standing
committees, and the chairman of each, designated in this Article VI. The Chairman, subject to the approval of the
Board of Trustees, may also appoint such other committees as he or she may deem appropriate from time to time.
The term of committee membership shall be for one (1) year, unless earlier removed by the Board of Trustees, or
until a successor of a member has been appointed and qualified, but in any event any committee member who ceases
to be a member of the Board of Trustees shall by that reason cease to be a member of any committee to which he or
she has been appointed unless otherwise appointed by the Chairman.
SECTION 2. Standing Committees - There shall be the following standing committees of the Board of
Trustees: Executive Committee, Governance and Nominating Committee, Finance and Audit Committee, Pension
Committee and Development Committee. There shall also exist as an auxiliary group of the Corporation, the
Volunteer Association of the Saint Louis Symphony Orchestra.
SECTION 3. Executive Committee - The Executive Committee shall consist of not fewer than five (5) nor
more than eighteen (18) Trustees eligible to vote, and shall include the Chairman of the Board of Trustees, the
President, Vice-Chairs, Treasurer, Secretary and the musician serving as a Trustee Ex Officio. Members of the
Executive Committee will serve for one-year terms, renewable by appointment. The Chairman, or such other
member of the Executive Committee as the Chairman shall designate, or if the Chairman shall not so designate, the
President, shall preside at meetings of the Executive Committee. The Executive Committee, except as may be
provided otherwise by action of the Board of Trustees, shall have and may exercise the full powers and authority of
the Board of Trustees as provided by law in the management of the affairs of the Corporation. The Executive
Committee, working closely with management, may make key decisions to be ratified by the Board of Trustees.
One-third (1/3) of the members of the Executive Committee existing from time to time shall constitute a quorum,
and action shall be taken by the affirmative vote of a majority of members present and voting. The Executive
Committee shall meet upon call of the Chairman or President. The Executive Committee shall keep a true and
accurate record of all of its proceedings, which record shall always be open to the inspection of any Trustee eligible
to vote, and at the next meeting of the Board of Trustees a report of the action of the meetings of the Executive
Committee for the period since the last prior meeting of the Board of Trustees shall be presented. There shall be four
(4) regular meetings of the Executive Committee annually unless circumstances require more frequent meetings.
SECTION 4. Governance and Nominating Committee - The Governance and Nominating Committee shall
consist of not fewer than five (5) nor more than fifteen (15) Trustees eligible to vote, one-third (1/3) of whom shall
constitute a quorum. The Governance and Nominating Committee shall meet upon call of the Chairman or the
President, and shall prepare a slate of nominees for the Board of Trustees for timely submission to the annual
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meeting of Members, and shall prepare a slate of officers for timely submission to the first meeting of the Board of
Trustees held following each annual meeting of Members. The Governance and Nominating Committee shall also
meet on call of the Chairman or President to nominate persons to fill vacancies on the Board of Trustees or among
the officers. The Governance and Nominating Committee shall keep a true and accurate record of all of its
proceedings, and at the next meeting of the Board of Trustees a report of the actions taken at such meetings for the
period since the last prior meeting of the Board of Trustees shall be presented. In addition, the Governance and
Nominating Committee shall make recommendations to the Board of Trustees regarding corporate governance
issues.
SECTION 5. Finance and Audit Committee - The Finance and Audit Committee shall consist of not fewer
than five (5) nor more than fifteen (15) Trustees eligible to vote, including the President, Chairman, Treasurer and
Vice Chairman for finance. The Finance and Audit Committee shall review the financial management and financial
plans of the Corporation, monitor their performance and execution to assure the financial integrity and soundness of
the Corporation and serve as the Corporation’s liaison with its outside auditors. The Treasurer, or his designate
member, shall preside at meetings of the Finance and Audit Committee. One-third (1/3) of the members of the
Finance and Audit Committee existing from time to time shall constitute a quorum, and action shall be taken by the
affirmative vote of a majority of members present and voting. The Finance and Audit Committee shall meet upon
call of the Chairman, the President or Treasurer. The Finance and Audit Committee shall keep a true and accurate
record of all of its proceedings, and at the next meeting of the Board of Trustees a report of the actions taken at the
meetings of the Finance and Audit Committee for the period since the last prior meeting of the Board of Trustees
shall be presented.
SECTION 6. Pension Committee – The Pension Committee shall have such number of members chosen by
the Corporation and shall have such specific duties as may be provided by the contract in effect from time to time
between the Corporation and musicians of the Saint Louis Symphony Orchestra.
SECTION 7. Development Steering Committee - The Development Steering Committee shall consist of not
fewer than fifteen (15) members comprised of Trustees, 1/3 of whom shall constitute a quorum. The Development
Steering Committee shall be responsible, working with the Chairman and professional staff, for pursuing fund
development strategies. The Development Steering Committee may appoint subcommittees consisting of Trustees
and non-Trustees, as needed, to assist it in carrying out the various aspects of the development plan under the
supervision and authority of the Development Steering Committee.
ARTICLE VII
Powers and Reports
SECTION 1. Power to Execute Documents - All contracts or other legal instruments may be signed on
behalf of the Corporation by the Chairman or the President.
SECTION 2. Fiscal Year – The fiscal year of the Corporation shall be September 1 through August 31 of
the following year.
SECTION 3. Financial Records - The Treasurer or the Chairman of the Finance and Audit Committee,
with the assistance of the Corporation’s staff, shall cause to be kept a proper record of all monies received for the
Corporation from all sources, and keep proper vouchers indicating the amount and nature of all expenditures. The
monies of the Corporation shall be deposited in the name of the Corporation and all payments shall be made in its
name.
SECTION 4. Independent Public Accountant - The accounts of the Corporation shall be audited by an
independent certified public accountant appointed by the Audit and Finance Committee. The President, Music
Director and staff of the Corporation shall cooperate fully with said accountants.
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SECTION 5. Financial Report - A financial report based on the audited financial statements of the
Corporation shall be made to the Board by a member of the Finance and Audit Committee, assisted by the staff, at
least once annually and available upon request from the Chief Financial Officer.
SECTION 6. Annual Report - The Chairman or President shall present an annual report to the Board of
Trustees and to the Members, reviewing the season ended and addressing the season approaching.
SECTION 7. Authorized Persons - All checks and drafts, or other orders for the payment of money by the
Corporation shall be signed by such person or persons as may be determined from time to time by resolution of the
Board of Trustees or by designation of any officer or officers authorized by the Board of Trustees to designate such
signers. Facsimile signatures may be authorized.
SECTION 8. Symphony Corporation Subdistrict - The Corporation may enter into such agreements with
the Symphony Corporation Sub-district of the Zoological and Museum District of the City of Saint Louis and the
County of Saint Louis as the Board of Trustees deem to be in the best interests of the Corporation.
ARTICLE VIII
Volunteer Division
SECTION 1. Organization - The Volunteer Association of the Saint Louis Symphony Corporation, shall be
a division of the Corporation and shall conduct its business and affairs pursuant to its Bylaws in effect as to the
effective date of this Article VIII, or as the same shall from time to time be amended; provided, however, that such
division shall not amend its Bylaws or undertake any activities or course of conduct not approved by the Board of
Trustees or which may impair the Corporation’s tax exemption.
ARTICLE IX
Tax Exemption
SECTION 1. Tax Free Status - The Corporation has for many years maintained its status as an organization
exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986. No action shall be taken by the
Board of Trustees or the officers of the staff which shall in any way jeopardize such status, and any such action
attempted to be taken shall be deemed null and void.
ARTICLE X
Indemnification of Officers and Trustees
SECTION 1. Contract of Indemnification - The provisions of this Article shall be in the nature of a contract
between the Corporation and each of its Trustees and Officers made in consideration of such person’s continued
service to the Corporation. The protection afforded to each Trustee or Officer by the provisions of this Article
shall survive such person’s term of office or employment. This Article may not be repealed, nor may the benefits to
the Trustees and Officers afforded hereby be diminished, except as to liability accruing in respect of acts or
omissions occurring after the date of such repeal or modification.
SECTION 2. Trustees and Officers Held Harmless - The Corporation shall hold harmless and indemnify
each Trustee and Officer on the same basis as and to the fullest extent authorized or permitted by the provisions of
Subsections 1 through 6 and 9 through 11 of Section 355.476, Missouri Revised Statutes, as amended (which
Section, in its entirety, is hereinafter referred to as the “State Statute”) or any other or additional statutory provisions
which are hereafter adopted authorizing or permitting such indemnification.
SECTION 3. Insurance - The Corporation may purchase and maintain for the benefit of each Trustee or
Officer, as named insured or additional insured, a policy or policies of general comprehensive liability insurance
(covering claims arising out of death, illness or injury or arising out of property loss or damage) and Trustees’ and
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Officers’ liability insurance (covering claims arising out of wrongful acts or omissions) in respect of liabilities
asserted against and/or incurred by its Trustees and Officers in either such capacity or otherwise in the performance
of their services for the Corporation.
SECTION 4. Expenses, Judgments, Fines and Settlements - In addition to the foregoing, and subject only to
the exclusions set forth in Section 5 of this Article, the Corporation shall, to the fullest extent authorized or
permitted, hold harmless and indemnify each Trustee and Officer: (a) against any and all expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Trustee
or Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the right of the Corporation) to which such
Trustee or Officer is, was or at any time became a party, or is threatened to be made a party, by reason of the fact
that such Trustee or Officer is, was or at any time becomes a Trustee, Officer, employee or agent of the Corporation,
or is or was serving or at any time serves at the request of the Corporation as a Trustee, Officer, employee or agent
of another Corporation, partnership, joint venture, trust or other enterprise; and (b) otherwise to the fullest extent as
may be provided to such Trustee or Officer by the Corporation under the non-exclusivity provisions of the State
Statute.
SECTION 5. Limitations - No indemnity pursuant to Section 4 of this Article shall be paid by the
Corporation: (a) except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of
such losses for which the Trustee or Officer is indemnified either pursuant to Section 2 of this Article or pursuant to
any insurance of the type referred to in Section 3 of this Article purchased and maintained by the Corporation; (b) in
respect of remuneration paid to such Trustee or Officer if it shall be determined by a final decision of a court having
jurisdiction in the matter that such remuneration was in violation of law; (c) on account of such Trustee’s or
Officer’s conduct which is finally adjudged by a court having jurisdiction in the matter to have been knowingly
fraudulent, deliberately dishonest or willful misconduct; or (d) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.
SECTION 6. Duration - All agreements and obligations of the Corporation contained in this Article shall
continue during the period the Trustee or Officer is a Trustee or Officer of the Corporation (or is or was serving at
the request of the Corporation as a Trustee, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise) and shall continue thereafter so long as the Trustee or Officer shall be subject to
any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or
investigative, by reason of the fact that he or she was a Trustee or Officer of the Corporation or was serving in any
other capacity referred to in this Article.
SECTION 7. Advance Payment On Agreement to Reimburse - The Corporation will pay, in advance of the
final disposition of the action, suit or proceeding, all reasonable expenses of the Trustee or Officer incurred in
defending any civil or criminal action, suit or proceeding against him or her, provided he or she shall have agreed to
reimburse the Corporation if and to the extent that it shall be ultimately determined that he or she is not entitled to be
indemnified by the Corporation for such expenses.
ARTICLE XI
Amendments
SECTION 1. Amending Provisions - These Bylaws may be amended from time to time at any meeting of
the Board of Trustees by a majority of the Trustees eligible to vote present at such meeting at which a quorum is
present, provided that written notice of the proposed amendment shall have been included in the notice of said
meeting setting forth the proposed text thereof in full.
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