Offices
1.1 Purpose of the Organization
1.2 Registered Office and Registered Agent
1.3 Other Offices

Board of Directors
2.1 Number and Powers
2.2 Change of Number
2.3 Vacancies
2.4 Regular Meetings
2.5 Special Meetings
2.6 Notice
2.7 Quorum
2.8 Waiver of Notice
2.9 Registering Dissent
2.10 Executive and Other Committees
2.11 Remuneration
2.12 Loans
2.13 Removal

Officers
3.1 Designations
3.2 The Executive Director
3.3 Vice Executives
3.4 Secretary and Assistant Secretaries
3.5 The Treasurer
3.6 Executive Director
3.7 Delegation
3.8 Vacancies
3.9 Other Officers
3.10 Loans
3.11 Term - Removal
3.12 Bonds

Fiscal Year

Depositories

Notices

Seal

Indemnification of Officers, Directors, Employees and Agents

Conflicting Interest Transactions
9.1 Definitions
9.2 Directors' Action

Books and Records

Amendments

Offices
1.1 Purpose of the Organization. Missouri Missing was formed to increase public awareness the number of adults who go missing in Missouri each year; to support and conduct subject research to increase investigative measures; educational and informational activities to increase public awareness of the impact of missing persons; educational and informational activities to increase public awareness of the functions of the agency; to provide research and information to legislators, as well as foundations and corporate giving programs about the needs of agencies and organizations that serve, or advocate for missing persons and their families; to provide educational activities to increase public knowledge of prevention measures; to assist financially with searches and investigations and to help other non-profit organizations with like financial assistance programs.

1.2 Registered Office and Registered Agent. The registered central office of Missouri Missing shall be located in the State of Missouri at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office.

1.3 Other Offices. The Missouri Missing may have other offices, referred to herein as district offices, within or outside the State of Missouri at such place or places as the Board of Directors may from time to time determine.

Board of Directors
2.1 Numbers and Powers. The management of all the affairs, property, and interests of Missouri Missing shall be vested in a Board of Directors consisting of nine (9) or more persons. The Board of Directors shall be divided into three classes (Class A, Class B and Class C) each consisting, as nearly as possible, of one-third (1/3) of the total number of directors instated at that time. The term of office of Class A directors shall expire only at the time of resignation of the director. The term of office of the Class B directors shall expire at time of resignation, or be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors (See 3.11). The term of office of the Class C directors shall expire at annual meeting at which they are elected, or be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors (See 3.11). At each annual meeting after the individual district initial annual meeting, Class C directors shall be elected for a term of one year to succeed the directors whose terms expire at such meeting. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of organization, the Board of Directors may exercise all such powers of the organization and do all such lawful acts and things as are not by statute or by the Articles of Association or by these Bylaws otherwise prohibited.

2.2 Change of Number. The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.

2.3 Vacancies. All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until a successor is elected and qualified.

2.4 Regular Meetings. Regular meetings of the Board of Directors may be held at the central office of the organization or at such other place or places, either within or without the State of Missouri, as the Board of Directors may from time to time designate. The regional annual meeting shall be held with a 10 day or more notice at the registered central office of the organization at such time and place as the central Board of Directors shall designate by written notice. In addition to the annual meeting, there shall be regular meetings of the central office and each district office Board of Directors, held in their regional areas, with proper notice, not less frequently than once each calendar quarter.

2.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by the central office directors or upon written request by any two directors of district offices. Such meetings shall be held at the registered central office of the corporation or at such other place or places as the directors may from time to time designate.

2.6 Notice. Notice of all special meetings of the all Board of Directors, both central and district (and of all regular meetings other than the annual meetings to be held at the place and time designated in Section 2.4) shall be given to each director by ten (10) or more days prior service of the same by telegram, by letter, or personally. Such notice need not specify the business to be transacted at, nor the purpose of the meeting.

2.7 Quorum. A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.

2.8 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice. Due to district office distances, in the event a board director cannot attend a meeting, attendance via phone conference will constitute as being present at meeting. Director must notify central office of request to attend via phone conference no later then three (3) days prior to meeting to arrange for such accommodation.

2.9 Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a organization matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the organization immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

2.10 Executive and Other Committees. The Board of Directors may appoint, from time to time, from its own number, standing or temporary committees consisting each of no fewer than two (2) directors. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board of Directors, provided however, that no such committee shall have the authority of the Board of Directors to reference to:

(a) Amending, altering, or repealing these Bylaws;

(b) Electing, appointing, or removing any director or officer of the organization;

(c) Amending the Articles of Organization.

(d) Adopting a plan of merger or consolidation with another organization.

(e) Authorizing the sale, lease, exchange or mortgage, of all or substantially all of the property and assets of the organization;

(f) Authorizing the voluntary dissolution of the organization or revoking proceeds therefore; or

(g) Amending, altering, or repealing any resolution of the Board of Directors which by its term provides that it shall not be amended, altered, or repealed by such committee. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the organization. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors of any responsibility imposed by law.

2.11 Remunerations. No stated salary shall be paid directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of such Board; provided, that nothing herein contained shall be construed to preclude any director from serving the organization in any other capacity and receiving compensation therefore.

2.12 Loans. No loans shall be made by the organization to any director.

2.13 Removal. Any class C director may be removed at any time, with or without cause, by the affirmative vote of four (8) members of the Board of Directors.

Officers

3.1 Designations. The officers of the organization shall be an Executive Director (Class A directors), Vice Executives (Class B directors), Secretary and Treasurer (Class C directors or officers), and such Assistant Secretaries and Assistant Treasurers as the Board may designate. Central office, the head of all district offices, shall consist of organization founders residing as Central Executive Directors, one or more Vice Executives, Secretary and Treasurer, which will all be titled as directors of the central board, and such Assistant Secretaries and Assistant Treasurers as the Board may designate. District offices, established under the central office, shall also consist of a District Executive Director, one Vice Executive Director, a Secretary Officer and a Treasurer Officer, and such Assistant Secretaries and Assistant Treasurers as the Board may designate. All class C directors and officers shall be elected for terms of one year by the Board of Directors. Such directors and officers shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of Executive Director and Secretary.

3.2 The Executive Director (Class A). The Executive Director shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the organization, and shall perform such other duties as are incident to the office or are properly required of the Executive Director by the Board of Directors.

3.3 Executive Vice (Class B). During the absence or disability of the Executive Director, the Executive Vice, if any, or any of the Executive Vice in the order designated by the Board of Directors, shall exercise all the functions of the Executive Director. Each Executive Vice shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.

3.4 Secretary and Assistant Secretaries Directors and Officers (Class C). The Secretary shall issue notices for all meetings, except for notices of special meetings the Board of Directors which are called by the requisite number of directors, shall keep minutes of all meetings, shall have charge of the seal and the organization books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Directors. The Assistant Secretary, or Assistant Secretaries, in the order designated by the Board of Directors, shall perform all of the duties of the Secretary, and at other times may perform such duties as are directed by the Executive Director or the Board of Directors.

3.5 The Treasurer Directors and Officers (Class C). The Treasurer shall have the custody of all monies and securities of the organization and shall keep regular books of account. The Treasurer shall disburse the funds of the organization in payment of the just demands against the organization or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the organization. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors. The Assistant Treasurer, or Assistant Treasurers, in the order designated by the Board of Directors, shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Directors. All pay outs from the organization must be signed by two (2) board directors, those being the Treasurer and either the Executive Director or Executive Vice.

3.6 Executive Director Assistant. The Board may select an Executive Director Assistant from members of the Board of Directors who shall be responsible for the administration and conduct of the business and affairs of the organization pursuant to guidelines established by the Board in the event of extended leave of absence of the Executive Director. The Executive Director Assistant shall have full authority for direction of the board of the organization.

3.7 Delegation. If any officer of the organization is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any other person it may select.

3.8 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board.

3.9 Other Officers. The Board of Directors may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

3.10 Loans. No loan shall be made by the organization to any officer.

3.11 Term - Removal. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

3.12 Bonds. The Board of Directors may, by resolution, require any and all of the officers to provide bonds to the organization, with surety or sureties acceptable to the Board, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Fiscal Year
The organization's fiscal year shall be from January 1st through December 31st.

Depositories
The monies of the organization shall be deposited in the name of the organization in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.

Notices
Except as may otherwise be required by law, any notice to any director may be delivered personally or by mail or by electronic mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the corporation, postage prepaid.

Seal
The corporate seal of the corporation, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the organization.

Indemnification of Officers, Directors and Agents
The organization shall indemnify its officers, directors and agents to the greatest extent permitted by law. The organization shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer or agent of the organization or who is or was serving at the request of the organization as an officer or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the organization would have the power to indemnify such person against such liability under the provisions of this Article.

Conflicting Interest Transactions
9.1 Definitions. For purposes of this Article:

(a) "Conflicting interest" means the interest a director has respecting a transaction effected or proposed to be effected by the organization or any other entity in which the organization has a controlling interest if:

(1) The director knows at the time the organization takes action that the director or a related person is a party to the transaction or has a significant beneficial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the director's judgment if the director were called upon to vote on the transaction; or

(2) The transaction is brought before the Board for action, and the director knows at the time the Board reviews the transaction that any of the following persons is either a party to the transaction or has a significant beneficial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the director's judgment if the director were called upon to vote on the transaction:

(A) An entity of which the director is a director, general partner, agent or employee;

(B) An entity that controls, is controlled by, or is under common control with one or more of the entities specified in (A); or

(C) An individual who is a general partner, principal, or employer of the director.

(b) "Director's conflicting interest transaction" means a transaction effected or proposed to be effected by the organization or any other entity in which the organization has a controlling interest respecting which a director of the organization has a conflicting interest.

(c) "Qualified director" means any director who does not have either:

(1) A conflicting interest respecting the transaction; or
(2) A familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgment when voting on the transaction.

(d) "Related person" of a director means:

(1) A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household as, the director, or a trust or estate of which any of the above individuals is a substantial beneficiary; or

2) A trust, estate, incompetent, conservatee, or minor of which the director is a fiduciary.

(e) "Required disclosure" means disclosure by the director who has a conflicting interest of:

(1) The existence and nature of the director's conflicting interest; and

(2) All facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.

9.2 Directors' Action.

(a) Majority Vote. Directors' action respecting a director's conflicting interest transaction is effective if the transaction received the affirmative vote of a majority of (but no fewer than two) qualified directors who voted on the transaction after either required disclosure to them or compliance with Paragraph (b) below.

(b) Director's Disclosure. If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, which would prevent that director from making the disclosure described in Paragraph 9.1(e), then disclosure is sufficient if the director:

(1) Discloses to the directors voting on the transaction the existence and nature of the director's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and

(2) Plays no part, directly or indirectly in their deliberations or vote.

(c) Quorum. A majority (but no fewer than two) of the qualified directors constitutes a quorum for purposes of action that comply with this Article. Directors' action that otherwise complies with this Article is not affected by the presence or vote of a director who is not a qualified director.

Books and Records
The organization shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors; and shall keep at its registered office a record of its directors, giving the names and addresses of all directors.

Amendments
The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of this organization; provided, that the Board will not approve any such alteration, amendment, or repeal that would adversely impact the rights of any class of directors unless such alteration, amendment, or repeal shall first have received the approval of two-thirds (2/3) of the directors of such class.
Adopted by resolution of the organization's Board of Directors in 2007.