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OF LINCOLN CENTRAL ASSOCIATION
TABLE OF CONTENTS
Page 1
ARTICLE I - GENERAL CORPORATE MATTERS ................................................................ ‑1‑ SECTION 1.1 Name ................................................................................................. ‑1‑ SECTION 1.2 Offices ................................................................................................ ‑1‑ SECTION 1.3 Purposes ......................................................................................... ‑1‑ SECTION 1.4 Not-for-Profit Organization ............................................................ ‑1‑ SECTION 1.5 Dissolution ..................................................................................... ‑2‑
ARTICLE II - MEMBERS ............................................................................................................ ‑2‑ SECTION 2.1 Classes of Members ....................................................................... ‑2‑ SECTION 2.2 Member Qualifications .................................................................. ‑2‑ SECTION 2.3 Member Rights ............................................................................... ‑3‑ SECTION 2.4 Application For and Acceptance as Member of the Corporation ................................................................................... ‑3‑ SECTION 2.5 Maintenance of Membership Status ............................................... ‑3‑ SECTION 2.6 Forfeiture of Membership Status .................................................... ‑4‑ SECTION 2.7 Expulsion, Suspension or Censure ................................................. ‑4‑ SECTION 2.8 Non-Waiver of Membership Qualifications/Non-Transferability of Membership ....................................................................................................... ‑4‑ SECTION 2.9 Membership Dues .......................................................................... ‑4‑ SECTION 2.10 Membership Records ..................................................................... ‑5‑ SECTION 2.11 Membership Meetings .................................................................... ‑5‑
ARTICLE III - BOARD OF DIRECTORS ................................................................................. ‑6‑
SECTION 3.1 General Powers and Duties ............................................................ ‑6‑ SECTION 3.2 Number, Qualifications and Term of Office .................................. ‑6‑ SECTION 3.3 Election of Directors ...................................................................... ‑7‑ SECTION 3.4 Honorary Directors ....................................................................... ‑8‑ SECTION 3.5 Meetings ......................................................................................... ‑8‑ SECTION 3.6 Quorum and Manner of Acting ...................................................... ‑9‑ SECTION 3.7 Resignations ................................................................................... ‑9‑ SECTION 3.8 Removal of Directors ..................................................................... ‑9‑ SECTION 3.9 Vacancies ....................................................................................... ‑9‑ SECTION 3.10 Notice ............................................................................................. ‑9‑
ARTICLE IV - OFFICERS ......................................................................................................... ‑10‑
SECTION 4.1 Officers, Their Qualifications and Term of Office .................................................................... ‑10‑ SECTION 4.2 President ...................................................................................... ‑10‑ SECTION 4.3 Vice President .............................................................................. ‑11‑ SECTION 4.4 Secretary ...................................................................................... ‑11‑ SECTION 4.5 Corresponding Secretary .............................................................. ‑11‑ SECTION 4.6 Treasurer ..................................................................................... ‑11‑ SECTION 4.7 Election of Officers ...................................................................... ‑11‑ SECTION 4.8 Resignation ................................................................................... ‑12‑ SECTION 4.9 Removal ....................................................................................... ‑12‑ SECTION 4.10 Vacancies ..................................................................................... ‑12‑
ARTICLE V - COMMITTEES .................................................................................................. ‑12‑
SECTION 5.1 Designation .................................................................................. ‑12‑ SECTION 5.2 General Rules ............................................................................... ‑12‑ SECTION 5.3 Standing Committees ................................................................... -13- SECTION 5.4 Executive Committee ................................................................... ‑14‑ SECTION 5.5 Finance Committee ...................................................................... -14- SECTION 5.6 Nominating Committee ................................................................ ‑14‑
ARTICLE VI - FISCAL MATTERS .......................................................................................... -15-
SECTION 6.1 Fiscal Year ................................................................................... -15- SECTION 6.2 Deposit and Withdrawal of Funds ................................................ -16- SECTION 6.3 Expenditures ................................................................................ -16- SECTION 6.4 Contracts ...................................................................................... -16- SECTION 6.5 Loans ........................................................................................... -16-
ARTICLE VII - MISCELLANEOUS ........................................................................................ ‑16‑
SECTION 7.1 Books and Records ...................................................................... ‑16‑ SECTION 7.2 Indemnification ............................................................................ ‑16‑ SECTION 7.3 Conflict of Interest ........................................................................ ‑17‑
ARTICLE VIII - AMENDMENTS AND RULES ..................................................................... ‑17‑
SECTION 8.1 Amendments ................................................................................ ‑17‑ SECTION 8.2 Rules .................................................................................................. ‑17‑
CORPORATE BYLAWS
OF
LINCOLN CENTRAL ASSOCIATION
ARTICLE I
GENERAL CORPORATE MATTERS
SECTION I. 1 Name
The name of the Corporation shall be Lincoln Central Association (the "Corporation"), an Illinois not-for-profit corporation.
SECTION I. 2 Offices
The Corporation shall have and continuously maintain in Illinois a registered office and a registered agent whose office address is identical with such registered office, and may have other offices within the State of Illinois as the Board of Directors may from time to time determine.
SECTION I. 3 Purposes
The purposes of the Corporation are to operate exclusively for charitable and educational purposes including, but not limited to, improving the Chicago neighborhood bounded by Lincoln Avenue, North Avenue, Halsted Street, and the former Ogden Avenue, and uniting people within this neighborhood to build and maintain a secure and stable family neighborhood, to improve the physical and social condition of the community, and to undertake programs to foster accomplishment of these goals.
SECTION I. 4 Not-for-Profit Organization
All of the assets and the earnings of the Corporation shall be used exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or any subsequent law of the United States of America (the "Code"), in the course of which operation:
( a) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Directors, Officers or other persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
( b) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office except as authorized under the Code.
( c) Notwithstanding any other provisions contained herein, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from tax under Section 501(c)(3) of the Code, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
SECTION I. 5 Dissolution
In the event of dissolution of the Corporation, all property of the Corporation after payment of debts and liabilities shall be transferred to a not-for-profit organization exempt under Section 501(c)(3) of the Code, engaged in activities substantially similar to those of the Corporation, as determined by the Board.
ARTICLE II
MEMBERS
SECTION II. 1 Classes of Members
The Corporation shall have five (5) classes of members as follows: individual, family, organization, affiliate, and senior.
SECTION II. 2 Member Qualifications
The qualifications for each class of member shall be as follows:
( a) Individual Members
Any person eighteen (18) years of age or older who is a resident of the area bounded by Lincoln Avenue, North Avenue, Halsted Street, and the former Ogden Avenue in Chicago, Illinois (the "Corporation's Area") is eligible for membership in the Corporation.
( b) Family Members Any two (2) resident family members eighteen (18) years of age or older of any single family household located within the Corporation's Area are eligible for membership in the Corporation.
( c) Organization Members
One representative eighteen (18) years of age or older of any business establishment or educational, medical, religious, or other institution that operates its establishment in the Corporation's Area or of any person or entity that owns real estate in the Corporation's area is eligible for membership in the Corporation.
( d) Affiliate Members
Any person or organization with an interest in, and commitment to, the goals of the Corporation is eligible for membership in the Corporation.
(e) Senior Members
Any person 65 years of age or older who is a resident in the Corporation's area is eligible for senior membership in the Corporation.
SECTION II. 3 Member Rights
( a) Rights of Individual, Family, and Organization Members
Individual, Family, Organization and Senior Members shall have the full voting rights accorded a member of an Illinois not-for-profit corporation pursuant to the Illinois Not-For-Profit Corporation Act. Each Individual, Organization, and Senior Member shall be entitled to one (1) vote. In the case of Family Members, each of the two (2) resident family members of a household located within the Corporation's Area shall be entitled to one (1) vote. Individual, Family, Organization, and Senior Members shall be eligible to exercise their voting rights after at least sixty (60) days as a member of the Corporation.
( b) Rights of Affiliate Members
Affiliate Members shall have no voting rights.
SECTION II. 4 Application For and Acceptance as Member of the Corporation
Any person or organization meeting the member qualifications in Section 2.2 of these Bylaws shall become a member of the Corporation upon submission of a written, signed application on such application form as required by the Corporation's Board of Directors, payment of required membership dues, and acceptance as a member by the Corporation. In reviewing application for membership, the Corporation reserves the right to verify the applicant's residency and satisfaction of any other membership qualification.
SECTION II. 5 Maintenance of Membership Status
Once accepted for membership by the Corporation, Members shall retain member status as long as they pay the required membership dues, satisfy the qualifications and requirements for membership as established from time to time by the Corporation, subject to expulsion from, or suspension of, member status by the members of the Corporation.
SECTION II. 6 Forfeiture of Membership Status
A Member shall automatically forfeit membership status upon failure to pay the required membership dues within sixty (60) days of the due date for such dues or failure to satisfy the qualifications and requirements for membership as established from time to time by the Corporation.
SECTION II. 7 Expulsion, Suspension or Censure
The Members of the Corporation may suspend or censure any member for any act of conduct contrary to the Articles of Incorporation or Bylaws of the Corporation or for any act of conduct deemed not in the best interests of the Corporation. Such expulsion, suspension, or censure shall occur by a vote of the members at a duly called meeting of members with a quorum present.
Any member sought to be expelled, suspended, or censured shall receive written notice of the basis for same and the time and place of the meeting where such action is to be presented. Such notice shall be given not less than thirty (30) days in advance of such meeting for a vote of the membership. All other members shall receive the same written notice in the same number of days in advance of such meeting. Any member against whom such action is taken shall have full rights of defense to be presented at the meeting where such vote is taken.
SECTION II. 8 Non-Waiver of Membership Qualifications/Non-Transferability of Membership
( a) No officer or director or any other agent of the Corporation shall have the authority to waive membership qualifications.
( b) Membership in the Corporation is not transferable or assignable.
SECTION II. 9 Membership Dues
Membership dues shall be in such amount as determined by the Board of Directors. Dues shall be payable upon application for membership and annually thereafter. All dues shall be non-refundable. Dues may only be waived upon a unanimous vote of the Board of Directors.
SECTION II. 10 Membership Records
The Chairperson of the Membership Committee or a Director designated by the Board of Directors shall be responsible for keeping the membership records and shall turn over such records to the Board of Directors when such chairpersonship ceases or as requested by the Board of Directors.
SECTION II. 11 Membership Meetings
( a) Regular Meetings
Regular meetings of the members of the Corporation shall be held at least two (2) times in a calendar year. The purpose of these meetings shall include transaction of business requiring membership action, reporting on the affairs of the Corporation, presentation of current and past financial results, discussion of issues of interest to the Corporation and its members and nomination and election of officers and directors of the Corporation.
The meeting to nominate officers and directors shall be held at least twenty-one (21) days prior to the final regular meeting of the year. The final regular meeting of the year shall include election of officers and directors and shall be held between November 1 and December 15. Other regular meetings shall be held as determined by the Board of Directors.
( b) Special Meetings
Special meetings of the members of the Corporation may be called by the Executive Committee of the Board, a majority of the Board of Directors, or ten percent (10%) of the members of the Corporation.
( c) Notice of Meetings
Notice of any regular or special meeting shall be given in writing by personal delivery or by mail to each member not less than twenty (20) days nor more than sixty (60) days before the date on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the address as shown in the records of the Corporation with postage therein prepaid.
Notice may be waived in writing by any member before or after the meeting. Attendance at any meeting by a member shall be deemed to be a waiver of notice unless the member attends to object to the transaction of business because the meeting is not lawfully convened.
(d) Quorum
A majority of the directors of the Corporation plus at least ten (10) additional members of the Corporation shall constitute a quorum for the transaction of business at any meeting of the members.
(e) Proxy/Absentee Voting
There shall be no proxy or absentee voting.
(f) Manner of Acting
The act of members representing a majority of the votes of members present in person and voting at a meeting in which a quorum is present shall be the act of the members, except where otherwise provided by law or by these Bylaws.
ARTICLE III
BOARD OF DIRECTORS
SECTION III. 1 General Powers and Duties
The property, business and affairs of the Corporation shall be managed by its Board of Directors, and the Board may exercise all such powers of the Corporation as are authorized by law, the Articles of Incorporation or these Bylaws.
SECTION III. 2 Number, Qualifications and Term of Office
(a) Number of Directors
The Board of Directors shall consist of thirteen (13) Directors, exclusive of honorary directors, as follows: eight (8) Elected Directors and the five (5) officers of the Corporation as ex officio directors with voting rights.
(b) Qualifications
To be eligible to serve as a Director, a person shall be a qualified voting member of the Corporation for a minimum of sixty (60) days prior to election or appointment.
(c) Term of Office
(1) Elected Directors
Except as otherwise provided in these Bylaws, the term of office of an Elected Director shall be two (2) years, or until the Elected Director ceases to have the qualifications specified in Section 3.2(b), whichever shall first occur. Elected Directors shall serve no more than three (3) consecutive terms. After the lapse of at least one (1) year, persons may serve again as an Elected Director of the Corporation.
Elected Directors shall have staggered terms, with fifty percent (50%) of such Directors elected in even years and fifty percent (50%) of such Directors elected in odd years. Directors elected in 1998 for terms commencing January 1, 1999 shall have a one-year term. For Directors elected in 1999 for terms commencing January 1, 2000, fifty percent (50%) shall have one-year terms and fifty percent (50%) shall have two-year terms. For Directors elected for terms commencing after January 1, 2000, all terms shall be two years with 50% of the Directors elected in alternating years.
(2) Ex Officio Directors
The term of office for ex officio directors shall be as provided in Section 4.1(b) of Article IV of these Bylaws.
SECTION 3.3 Election of Directors
Directors shall be elected by the members from nominees submitted by the Nominating Committee pursuant to the nomination process set forth in Section 5.6 of these Bylaws. The election of directors shall occur at a membership meeting held between November 1 and December 15.
All elections shall be by written ballot. No write-in candidates shall be permitted. The Nominating Committee shall prepare the ballots before the election and distribute them at the membership meeting.
After the members have voted, the Nominating Committee shall count the votes in public and the result shall be announced at the meeting. After the ballots are tallied, the tally sheet and ballots are placed in a sealed envelope and given to the Secretary to retain in the permanent records of the Corporation.
A majority of the votes cast at the membership meeting shall be necessary to elect. If no nominee receives a majority of the votes cast, the two persons having the highest number of votes cast on their behalf shall immediately have a run-off election and a new ballot taken at that meeting. The nominee receiving the lowest number of votes shall be eliminated and a new ballot taken.
When there is only one nominee for a position, the President shall instruct the Secretary to cast a unanimous ballot.
The newly elected directors will assume office on January 1st.
SECTION 3.4 Honorary Directors
The Board of Directors of the Corporation may, by unanimous resolution at any regular board meeting, designate honorary board members in recognition of exceptionally long and distinguished service to the community. An honorary board member shall receive notice of each board meeting, be allowed to participate in the discussion at the board meetings, but shall not have voting rights as a director, except where otherwise specifically authorized under these bylaws. The term of an honorary director shall be for the remaining calendar year in which he or she has been selected. There shall be no limit to the number of terms an honorary director may serve.
Donald A. Lebold, in recognition of his long and meritorious service to the Corporation, shall hold the position of honorary director for life with full voting rights.
SECTION 3.5 Meetings
(a) Regular Meetings
The date, place and time of regular meetings of the Board of Directors shall be determined by the Board. The Board shall have no less than four (4) regular meetings per year. Directors shall be given written notice of such meetings no later than fourteen (14) days in advance.
(b) Special Meetings
Special meetings of the Board may be called at the request of the President or any three (3) Directors. Written notice of such meetings must be given all Directors no later than seven (7) days in advance and shall contain a summary of matters to be considered, and only such matters can be considered.
(c) Attendance
Absence from any three (3) consecutive regular meetings of the Board in one (1) year shall constitute a resignation from the Board. The President shall mail notice of such resignation to the absent Board member. The Board may reinstate the affected Director by majority vote. (d) Right of Members to Attend Board Meetings
Members of the Corporation shall be entitled to attend meetings of the Board of Directors, except for executive sessions of any such meeting. Members may present new business at the meetings provided they submit agenda items prior to the meeting.
SECTION 3.6 Quorum and Manner of Acting
A majority of the Directors then in office shall constitute a quorum, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. No Director may act by proxy on any matter. Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the Directors.
SECTION 3.7 Resignations
Any Director may resign at any time by giving a written notice to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified therein, or if no time is so specified, immediately upon receipt by the Corporation.
SECTION 3.8 Removal of Directors
Any Director may be removed from the Board by the affirmative vote of two-thirds of the members present in person and voting at a meeting of members at which a quorum is present. Written notice of any meeting to vote on removal of a Director shall be given to all members entitled to vote not less than twenty (20) and no more than sixty (60) days in advance of such meeting and such notice shall state that the purpose of the meeting is to vote upon the removal of the director or directors named in the notice. Only the named director or directors may be removed at such meeting.
SECTION 3.9 Vacancies
Vacancies on the Board of Directors shall be filled for the unexpired term by the Board. The Board may fill such vacancies as early as its next scheduled meeting following the creation of the vacancy or as soon as reasonably possible.
SECTION 3.10 Notice
Notice of any regular or special meeting shall be given in writing by personal delivery or by mail to each Director not less than the number of days in advance of such meeting specified in Section 3.5. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at the address as shown in the records of the Corporation with postage thereon prepaid.
Notice may be waived in writing by any Director either before or after the meeting. Attendance at any meeting by a Director shall be deemed to be a waiver of notice unless the Director attends to object to the transaction of business because the meeting is not lawfully convened.
ARTICLE IV
OFFICERS
SECTION IV. 1 Officers, Their Qualifications, and Term of Office
(a) Qualifications
The Officers of the Corporation shall include a President, Vice President, Secretary, Corresponding Secretary, and Treasurer. To be eligible to serve as an officer, a person shall reside in, or operate an establishment in, the Corporation's Area, have paid the required membership dues, and be a qualified voting member of the Corporation for a minimum of sixty (60) days prior to election or appointment.
(b) Term of Office
Except as otherwise provided in these Bylaws, the term of office of an officer shall be two (2) years, or until the officer ceases to have the qualifications specified in Section 4.1(a), whichever shall first occur. Officers shall serve no more than three (3) consecutive terms. After the lapse of at least one (1) year, persons may serve again as an officer of the Corporation.
SECTION IV. 2 President
The President is the Chief Executive Officer of the Corporation and shall exercise general supervision of the activities of the Corporation. He/She shall preside at all membership meetings of the Corporation, all meetings of the Board of Directors, and all Executive Committee meetings.
The President shall have the right to call meetings of the members, Board of Directors and the Executive Committee. He/she shall be an ex officio member of all committees. In general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 4.3 Vice President
In the absence of the President or in the event of his/her inability to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. In the absence or disability of the Vice President, the Secretary or the Treasurer, in that order, as shall be able to serve, shall serve as President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or Board of Directors. The Vice President shall be a member of the Membership Committee.
SECTION 4.4 Secretary
The Secretary shall keep the minutes of the membership and Board meetings of the Corporation and shall mail the minutes to the Board no later than fourteen (14) days after such meetings; shall prepare an agenda for the Board and memberships meetings; shall issue notices of any meetings of the membership and Board; be custodian of all of the Corporation's records and documents and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors, except for duties assigned to the Corresponding Secretary.
SECTION 4.5 Corresponding Secretary
The corresponding Secretary shall compose and distribute all correspondence requested by the President and shall be a member of the Communications Committee.
SECTION 4.6 Treasurer
The Treasurer, at the discretion of the Board, may be required to post a surety bond to guarantee the funds of the Corporation that come into his/her possession, the amount of the bond to be determined by the Board. The Treasurer shall have custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for, moneys due and payable to the Corporation from any source; deposit such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board; to keep bookkeeping records of all such funds and transactions; to prepare the annual financial report, including a balance sheet and income statement; prepare the financial report for presentation at the Board meetings and/or upon request of any member of the Board; and, in general, perform all duties incident to the office of Treasurer and perform such other duties as from time to time may be assigned by the President and Board of Directors. Copies of all reports are to be given to the Secretary for inclusion in the permanent records and for mailing to the membership.
SECTION 4.7 Election of Officers
The Officers shall be elected in the same manner as the Directors as specified in Section 3.3 of these Bylaws.
SECTION 4.8 Resignation
Any Officer may resign at any time by giving written notice to the President or the Secretary of the Corporation, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4.9 Removal
The Officers shall be subject to removal in the same manner as Directors as specified in Section 3.8 of these Bylaws.
SECTION 4.10 Vacancies
A vacancy in any office shall be filled for the unexpired portion of the term by the Board of Directors. The Board may fill such vacancies as early as its next scheduled meeting following the creation of the vacancy or as soon as reasonably possible.
ARTICLE V
COMMITTEES
SECTION V. 1 Designation
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees. The Executive Committee, and any other committee authorized to have and exercise the authority of the Board of Directors, shall have at least two Directors and a majority of its membership consisting of Directors. All other committees shall be advisory only with the authority to make recommendations to the Board of Directors but without authority to exercise the authority of the Board of Directors.
SECTION V. 2 General Rules
(a) Quorum and Manner of Acting
A majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
(b) Committee Rules
Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
(c) Committee Budget
Each committee chairperson shall submit a budget request to the Board of Directors. The Board of Directors will review the budget proposal at its next scheduled regular Board meeting.
(d) Removal of Committee Members
Any Chairperson or member of a committee thereof may be removed by the Board of Directors, whenever, in their judgment, the best interests of the Corporation shall be served by such removal. When such removal occurs, the Board of Directors shall appoint a replacement.
(e) Committee Records and Reports
All Committee Chairpersons are required to keep permanent records of their meetings and activities and to submit a copy to the Secretary for insertion of a permanent file at the end of the year. They shall also submit an annual report to the Board and to the Newsletter editor for inclusion in the newsletter. These reports shall be available at the membership meeting at which directors and officers are nominated.
SECTION 5.3 Standing Committees
(a) Designation of Standing Committees
There are nine (9) standing committees and they are as follows: Executive, Finance, Nominating, Membership, Neighborhood Planning, Communications, Community Safety and Security, Community Liaisons, and Neighborhood Beautification and Services. Other committees may be appointed by the Board of Directors from time to time as needed.
(b) Committee Chairpersons
Committee Chairpersons are designated by the Board of Directors at their first meeting of the year. The Board of Directors authorizes the Chairpersons of the Committees to appoint the members thereof, subject to approval of such appointments by the Board of Directors.
(c) Committee Authority
The Executive Committee, and such other committees as so authorized by the Board of Directors, shall have and exercise the authority of the Board of Directors but the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law. Unless otherwise expressly authorized by the Board of Directors, all other committees shall be advisory only, with authority limited to making recommendations to the Board of Directors. If a difference of opinion exists between the Committee Chairperson and any member of the Board of Directors, that discrepancy shall be presented to the Board of Directors for resolution.
(d) Committee Reporting
Committee Chairpersons shall report on the activities of their committee at Board and membership meetings.
SECTION 5.4 Executive Committee
The Executive Committee shall consist of the Officers of the Corporation. The Executive Committee is charged with all duties and responsibilities of the Board of Directors and, except as otherwise provided by law, is authorized and empowered to act on behalf of the Board between its regular or special meetings, except that it shall not approve the expenditure of funds in excess of $2,500 in amount and it shall not fill Board vacancies.
SECTION 5.5 Finance Committee
The Finance Committee shall have jurisdiction over budget and financial matters of the Corporation.
SECTION 5.6 Nominating Committee
(a) Committee Term
The Nominating Committee shall be selected not less than ninety (90) days in advance of the membership meeting at which a slate of nominations is presented for the positions of Directors and Officers and shall serve for the balance of the calendar year.
(b) Manner of Selection
The manner of selection shall be as follows: The Board shall select at least one (1) and not more than two (2) members of the Nominating Committee from the Board of Directors, and elect three (3) members from the general membership. All members of the Nominating Committee shall be voting members of the Corporation.
(c) Eligibility
Members of the Nominating Committee shall not be eligible for nomination to the Board of Directors while serving as a member of the Committee.
(d) Preparation of Nominations, Meeting for Submission of Nominations and Meeting for Election The election of Directors and Officers shall occur at a membership meeting held between November 1 and December 15 (the "Election Meeting"). The Nominating Committee shall prepare and submit to the membership at a membership meeting preceding the Election meeting (the "Nomination Meeting") a slate of nominations for the positions of Officers and Directors whose terms are scheduled to expire at the end of such year. This slate shall be given to the Secretary no less than thirty (30) days before the Nomination Meeting. The slate shall contain at least one (1) name for each such position.
(e) Additional Nominations
The Nominating Committee shall take additional nominations for any such positions from the floor or in writing at the Nomination Meeting. Nominations shall be closed at the end of the Nomination Meeting.
(f) Supervision of Election
The Nominating Committee shall prepare the ballots for the election and shall supervise the election of the Officers and Directors.
(g) Notice of Nominees
Written notice of the candidates for each position shall be mailed to the members of the Corporation at least twenty (20) days in advance of the Election Meeting, and/or shall be in the newsletter.
(h) Nominee Consent and Verification
The Nominating Committee will verify membership status and secure the consent of all nominees and additional nominees before placing their names on the ballot.
ARTICLE VI: FISCAL MATTERS
SECTION 6.1 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
SECTION 6.2 Deposit and Withdrawal of Funds
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by two (2) Officers, including the President or the Treasurer, as shall from time to time be determined by the Board of Directors as necessary. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President and Treasurer.
All monies of the Corporation shall be deposited in the name of the Corporation in such accounts and in such banks as the Board of Directors designates and may be withdrawn in accordance with procedures established by the Board of Directors.
SECTION 6.3 Expenditures
Any duly proposed expenditure of more than $2,500.00 to any one individual or entity must be approved by a quorum vote of the Board of Directors.
SECTION 6.4 Contracts
The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.
SECTION 6.5 Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Books and Records
The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its Board of Directors and committees. All books and records of the Corporation may be inspected by any member, or any member's agent or attorney, for any proper purpose at any reasonable time.
SECTION 7.2 Indemnification
To the extent permitted by law, the Corporation may indemnify any director, officer, employee or agent, or former director, officer, employee or agent, in the event any of such persons shall be made, or be threatened to be made, a party to any action, suit or proceeding whether criminal, civil, administrative, or investigative.
SECTION 7.3 Conflict of Interest
Any Director or Officer who has an interest in a contract or other transaction presented to the Board or a committee for authorization, approval, or ratification shall make a prompt and full disclosure of his or her interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the Corporation's interest.
The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in, the discussions or deliberations with respect to such contract or transaction. Such person shall not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.
For the purposes of this Section, a person shall be deemed to have an "interest" in a contract or other transaction if he or she is the party (or one of the parties) contracting or dealing with the Corporation, or is a director, trustee or officer of, or has a significant financial or influential interest in, the entity contracting or dealing with the Corporation.
ARTICLE VIII
AMENDMENTS AND RULES
SECTION 8.1 Amendments
There shall be a minimum of twenty (20) voting members present to amend the Articles of Incorporation or Bylaws. The Articles and Bylaws shall be amended by a two-thirds (2/3) vote of the voting Corporation membership assembled at a regular meeting or specially called meeting, provided that said amendment has been read at the next prior meeting before the vote is taken and written notice thereof be mailed to all active members at least twenty (20) days prior to the meeting at which the proposed amendment is presented for adoption and a notice be posted in the previous newsletter announcing said meeting and amendment.
SECTION 8.2 Rules
Except as otherwise provided in the Articles and Bylaws, Roberts Rules of Order as amended shall be the parliamentary authority of this Corporation. |