SIXTH AMENDED AND RESTATED BY-LAWS
OF
THE SERBIAN-AMERICAN MUSEUM – ST. SAVA
(Effective as of January 1, 2017)
PREFACE: For convenience, cross-references in this document to Articles and Sections without further attribution mean those parts of these By-laws.
ARTICLE I
The Organization and Its Purposes
SECTION 1. Name. The name of the organization is the Serbian-American Museum – St. Sava (the “Organization”).
SECTION 2. Formation. The Organization was formed upon the filing of Articles of Incorporation (the “Articles”) with the Secretary of State of Illinois on December 15, 1951, under the original name Serbian Cultural Club – St. Sava (subsequently twice amended), in accordance with the Illinois General Not For Profit Corporation Act of 1986 (the “NFP Act”).
SECTION 3. Governance. The Organization shall be governed pursuant to the NFP Act, the Articles, and these By-laws, as set forth in Article XIV.
SECTION 4. Location. The Organization is presently located at 448 West Barry Avenue, Chicago, Illinois 60657.
SECTION 5. Registered Agent and Office. The Organization shall have and continuously maintain in this state a Registered Office and a Registered Agent, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine. The Registered Agent and the Registered Office of the Organization are presently Vesna Noble, 448 West Barry Avenue, Chicago, Illinois 60657.
SECTION 6. Section 501(c)(3) Purposes. The purposes of the Organization (“Purposes’) are stated in the Articles as follows [amended for these By-laws as noted below in brackets]:
“The Organization is a 501(c)(3) not-for-profit charitable organization that sponsors a museum, activities and events which seek to promote and preserve Serbian art and culture; provides a resource for Serbian history; preserves the Organization’s property at 448 W. Barry, Chicago, Illinois (“Center”); and which shall not take any action that would cause donations to the Organization to be taxable. [These By-laws hereby refer to the Center as the “Museum”.]
“The Organization will promote the Serbian culture within its membership which in turn will reach out to the surrounding community to offer a more comprehensive understanding of the Serbian culture.
“The Organization will promote the knowledge of Serbian history and the practice of Serbian traditions and customs.
“The Organization will establish, operate and maintain a museum of Serbian history, culture and of the Serbian migration to the United States.
“The Organization will stimulate and foster public interest in the Serbian culture by sponsoring, promoting, and holding drama and musical performances and other cultural events to contribute to the overall educational function of the Organization.
“The Organization also has such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois.
“The Organization will preserve and protect the Center to ensure the Organization has a venue for its museum, programs, events, activities and administration.
“In addition, said Organization is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code. [These By-laws clarify such religious purposes in the italics below.]
“Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.”
References in these By-laws to “Purposes” of the Organization shall include without limitation charitable, religious, educational, and scientific purposes and similar terms used herein, including mission, values, ideals, principles, policies, objectives, goals, programs, projects, and activities furthering charitable, educational, scientific, and related programs, activities, events, management, administration, and operations relating to Serbian history and culture, arts, humanities, and sciences for the benefit of both the Serbian community and the general public. References to “religious” purposes relate to the Organization’s secular educational and cultural purposes and not to the formal practice of religion by the Organization. Such references shall not be construed to authorize the Organization to allow any formal association with, membership of, ownership by, subservience to, or obligation to donate any of its property or assets to any organized religion or church.
In the event of any conflict between (a) the older Section 501(c)(3) limitations set forth in this Section 6 of this Article I and (b) the subsequent clarification in italics and the contemporary limitations set forth in Article II, the latter clarifications and limitations shall govern and control.
ARTICLE II
Section 501(c)(3) Limitations
SECTION 1. Contemporary Limitations. The following Section 501(c)(3) limitations are presently applicable as of the effective date of these By-laws, subject to change by the Internal Revenue Service from time to time. If and when any such changes occur, the Organization shall amend the Articles and these By-laws to incorporate them.
SECTION 2. Operations Within Section 501(c)(3). The Organization shall operate as an organization within the meaning of Section 501(c)(3) of the Internal Revenue Code (the “Code”).
SECTION 3. Limits on Powers and Activities. The Organization shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status as a tax-exempt organization within the meaning of Code Section 501(c)(3).
SECTION 4. Limits on Directors, Officers, Personnel. Notwithstanding any other provision of these By-laws, no Director, officer, employee or agent of the Organization shall be permitted to take any action or carry on any activity, by or on behalf of the Organization, which is not permitted to be taken or carried on by an organization exempt under Code Section 501(c)(3).
SECTION 5. No Distribution of Net Earnings. No part of the net earnings of the Organization may inure to the benefit of, or be distributable to, any Director, officer, employee, or agent of the Organization.
SECTION 6. Disposition of Assets on Dissolution. If the Organization dissolves, the balance of money and property received by the Organization, after payment of all debts and obligations, shall be used, distributed, or transferred exclusively to one or more existing or newly formed organizations exempt under Section 501(c)(3) having the secular Purposes of promoting and preserving Serbian history and culture, arts, humanities and sciences for the education of the Serbian community and the general public alike, which are nearly identical or substantially similar to the Purposes for which the Organization is organized. The Board of Directors shall choose the specific organization or organizations to which such a distribution shall be made. No Director, officer, employee, or agent of the Organization, nor any private individual, shall be entitled to any distribution or division of the remaining property or proceeds of the Organization.
ARTICLE III
Members
SECTION 1. Classes of Members. The Organization shall have two classes of members. The designation of such classes and the qualifications of the members of such classes shall be as follows:
Subpart 1-A. Regular Members are those persons of Serbian origin, as well as those of other nationalities, each of whom: (a) is at least 18 years of age; (b) has been admitted either (i) as a Regular Member pursuant to by-laws of the Organization previously in effect, or (ii) as a Supporting Member later accepted as a Regular Member following a Goodwill Period pursuant to Subpart 1-B; (c) has paid in full his or her Membership Dues leaving no amount in arrears; (d) has voluntarily accepted the responsibilities of Regular Members set forth in these By-laws; (e) through sincere and supportive participation in the activities, events, and programs of, and personal services for the Organization, has furthered its Purposes and proven his or her commitment to its Purposes, consistent with the policies adopted by the Board and the Regular Members; and (f) has not resigned or been terminated without reinstatement as a member. Regular Members shall be entitled to all of the privileges and obligations of all members and the right to vote at all meetings of members. If a Regular Member’s dues are in arrears and the member’s status as such is otherwise in effect, the Regular Member may pay the delinquent dues not later than sixty (60) days prior to commencement of the Organization’s Annual Meeting and be eligible to attend, participate, and vote therein.
References in these By-laws to “Regular Members” shall include Directors and officers, who are Regular Members.
Subpart 1-B. Supporting Members are those persons each of whom: (a) meets the qualifications of Subpart 1-A except clause (b)(i) and that part of clause (b)(ii) regarding validation as a Regular Member under this Subpart 1-B. Supporting Members shall have all of the privileges and obligations of Regular Members, except that a Supporting Member’s exercise of voting rights shall be deferred for a Goodwill Period of at least two (2) years after acceptance of membership as a Supporting Member, in order to assure the Organization of the Supporting Member’s good character and intent, compatibility with the Purposes and best interests of the Organization, and ability to cooperate with Regular Members, including the Board of Directors and the officers, including by jointly participating in personal services for the Organization. Upon expiration of the Goodwill Period in good standing and Board acceptance pursuant to Article VII, Section 2, a Supporting Member shall become a Regular Member with all attendant voting rights.
SECTION 2. Membership Application Procedure. All Regular Members and Supporting Members shall be accepted or declined for membership by the Board of Directors after each having filed an application for membership (the “Membership Application”) of the Organization in accordance with Article VII, Section 2. The Membership Application shall be co-signed by two sponsors who are Regular Members in good standing, if the applicant is acquainted with existing Regular Members (but need not be co-signed if the applicant truthfully states in the application that he or she is not so acquainted). The requirements of (a) Section 5 of this Article III regarding Member Service Obligations, (b) Section 11 of this Article III regarding an Indemnity Agreement, (c) Article VII, Section 2 regarding Member Admissions Committee procedures, and (d) an affirmative vote of at least two-thirds (2/3) of all Directors shall be required for acceptance into either class of membership.
SECTION 3. Membership Dues. Each accepted member shall be obligated to pay annual membership dues (“Membership Dues”) to the Organization on or prior to (a) January 1 of each calendar year or (b) such other date or installment dates as may be approved by the board with reasonable advance notice to the members. Late payment of Membership Dues shall result in the imposition of a late payment fee pursuant to Article XI, and at the discretion of the Board of Directors, continued default in payment may result in termination of membership pursuant to Section 7 of this Article III, as provided in these By-laws.
If a member is accepted after the date for payment of annual Membership Dues, the amount of such dues shall be prorated according to the remaining fraction of the year. If a member is accepted within ninety (90) days prior to the date for payment of the next year’s annual Membership Dues, the member shall pay the prorated amount for the remaining fraction of the year and shall prepay the estimated amount of the next year’s Membership Dues, subject to adjustment if the actual amount approved by the Board of Directors is greater or less.
SECTION 4. Member Basic Education. Each Membership Application shall require, and by accepting or continuing Regular or Supporting membership in the Organization each member hereby acknowledges and agrees, that the responsibilities of membership include basic education in the history of the Organization and its secular mission, values, ideals, principles, policies, objectives, goals, programs, projects, activities, and other charitable, educational, and scientific Purposes of the Organization (“Member Basic Education”). Each Supporting Member, and each Regular Member not previously so required, shall obtain written guidance and educational materials (including an Organization website map) from the Member Admissions Committee to review, study, and discuss with the Committee in furtherance of meeting these responsibilities. Demonstration of the Supporting Member’s level of proficiency in Member Basic Education shall be an important factor in the Member Admissions Committee recommendation to the Board of Directors and the Board’s decision whether to approve a change in status from Supporting Member to Regular Member.
SECTION 5. Member Service Obligations. Each Membership Application shall require, and by accepting Regular or Supporting membership in the Organization each member hereby acknowledges and agrees, that the responsibilities of membership extend beyond payment of Membership Dues and attendance and participation at Annual and Special Meetings. Each and every Regular Member and Supporting Member is expected to contribute actively in support of the Purposes of the Organization as described in these By-laws (“Member Service Obligations”).
Each individual accepted into membership as a Regular Member or a Supporting Member of the Organization shall be required, as a fundamental part of the responsibilities of membership, to perform a reasonable share of Member Service Obligations as determined by the Board of Directors and the Member Services Committee pursuant to Article VII, Section III. Members are expected, for example, to perform any or all of the following, without limitation: (a) help recruit and/or interview new applicants for membership, portraying the Organization in a favorable light; (b) occasionally make reasonable donations for special causes of the Organization, based on their ability and desire to do so; (c) perform administrative tasks working with the Treasurer and the Secretary on the Organization’s books and records; (d) work with other members to arrange, promote, and manage literary readings, dramatic plays, musical performances, and other cultural and entertainment events that contribute to the educational function of the Organization; (e) help maintain and update the Organization’s website and other publicity outlets; and (f) assist the Directors in dealing with week-to-week operational issues as they arise.
SECTION 6. Voting Rights. Each Regular Member in good standing shall be entitled to one vote on each matter submitted to a vote of the Regular Members after a two-month waiting period commencing with date of acceptance as a Regular Member. Each former Supporting Member in good standing shall be entitled to one vote on each matter submitted to a vote of the Regular Members after the two-year Goodwill Period from date of Board acceptance as a Supporting Member subject to Board acceptance as a Regular Member with voting rights. Regular Member voting rights may be suspended in accordance with Article XI for failure to make timely payment of Membership Dues.
SECTION 7. Termination of Membership. The Board of Directors, by a vote of two-thirds (2/3) of all Directors, may in its sole discretion, with or without a hearing, terminate from membership and expel any member who (a) becomes ineligible for membership; or (b) based on the Board’s information and belief, (i) does not live up to and abide by the Purposes and best interests of the Organization, or (ii) conducts any activity, speech, or publication that maliciously and falsely, or with distortions or half-truths, disparages or maligns the Organization, or interferes with its conduct of activities in accordance with these By-laws or applicable law (any of the foregoing, “Malicious Action”), or (iii) defaults in the payment of dues for the period fixed in Article XI, or (iv) fails to sign a document containing an Indemnity Agreement as described in Section 11 of this Article III. Upon any such termination, the Board may in its sole discretion refund a prorated portion of Membership Dues for the remaining portion of the year for which they were paid, less any damages suffered by the Organization due to misconduct of the member.
The membership of any member who conducts, aids, or abets any activity determined by the Board to constitute Malicious Action against the Organization shall cease and be terminated at the earliest time such action is commenced, without any action or notice by the Board. In its sole discretion, the Board may give notice of the offending member’s termination after the fact and may make further inquiry, which may lead, inter alia, to pursuit of a legal proceeding against the member or, if the Board concludes otherwise, reinstatement of membership subject to such terms and conditions as the Board may require.
SECTION 8. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
SECTION 9. Reinstatement. A member whose membership was terminated pursuant to Section 7 of this Article III is barred from reinstatement for a period of two (2) years after the date of termination. A former member whose membership was terminated other than for Malicious Action according to Section 7 of this Article III, or who resigned according to Section 8 of this Article III, as applicable, may reapply for reinstatement to the member’s former status as a Regular Member or Supporting Member, by filing with the Secretary a written request signed by the former member, for review by the Member Admissions Committee and the Board of Directors in accordance with Article VII, Section 2. The Board of Directors may in its discretion, but only by a vote of two-thirds (2/3) of all Directors, accept such application and reinstate the former member to membership, subject to and conditional upon such terms as the Board may deem appropriate (which may include reinstatement of a former Regular Member as a Supporting Member).
SECTION 10. Transfer of Membership. Membership in the Organization is not transferable or assignable.
SECTION 11. Indemnity Agreement. Each and every applicant for membership member shall execute an agreement, which may be contained within or be supplemental to the Membership Application, which contains a provision (an “Indemnity Agreement”) requiring that if the member files an action against the Organization in a court of law or involves the Organization in any litigation and the Organization prevails, the member filing the action shall indemnify the Organization against, and promptly pay the amounts of all fees, costs and expenses, including reasonable attorney’s fees, incurred by the Organization that are associated with the litigation. The Indemnity Agreement shall also provide that if the Organization files an action against a member in any litigation and the Organization prevails, the member against whom the action was filed shall indemnify the Organization against, and promptly pay the amounts of all fees, costs and expenses, including reasonable attorney’s fees, incurred by the Organization that are associated with the litigation. Should a person who is applying for membership in the Organization refuse to sign a document containing an Indemnity Agreement for losses caused by the member’s actions, then such person’s admission to membership shall be denied. Failure of any existing member who has not signed a document containing such an agreement as required by this Section 10, if he or she has not previously done so, shall be cause for termination of membership in the Organization pursuant to Section 6 of this Article III.
ARTICLE IV
Meetings of Members
SECTION 1. Annual Meeting. A regular Annual Meeting of members of the Organization shall be held on a day in June each year so designated by the Board of Directors, upon at least twenty (20) days’ advance notice (a) after posting by U.S. mail or (b) by e-mail.
The purposes of the Annual Meeting are the election of the Directors by the members, the election of the President by the members and other officers by the Directors unless they elect to do this at a later time, the resolution of items set forth in any agenda included with the notice of the meeting, and the transaction of such other business as may come before the meeting.
The place of the Annual Meeting shall be in Chicago, Illinois. The particular venue shall be the Museum unless otherwise decided upon by the Board of Directors at their discretion and in accordance with the best interests of the Organization.
The Annual Meeting shall be presided over by a Regular Member of the Organization who shall be elected by a majority of Regular Members in good standing at the meeting. The Chairperson and the Secretary of the Annual Meeting, and two members who shall certify the minutes, shall similarly be elected by the Regular Members when the Chairperson is elected. The Annual Meeting may be presided over by the President if he or she is so elected as Chairperson.
SECTION 2. Special Meetings. Special Meetings of members may be called by the President, the Board of Directors, or not less than one-third of the Regular Members who are in good standing, (a) not less than ten (10) nor more than sixty (60) days advance notice if the meeting is not required for emergency action; or (b) not less than five (5) nor more than sixty (60) days’ advance notice if the Board determines that the meeting is necessary to take action in an emergency which shall be described in the notice; or (c) not less than twenty (20) nor more than sixty (60) days advance notice in the case of a merger, consolidation, dissolution, or sale, lease, or exchange of assets; in all cases after posting by U.S. mail or by e-mail. The particular venue shall be the Museum.
Special Meetings shall be presided over by a Chairperson who shall be a Regular Member of the Organization elected by a majority of Regular Members attending the Special Meeting. If no Chairman is named, the Special Meeting shall be presided over by the President or the highest ranking officer at the meeting.
SECTION 3. Waiver of Notice. Waiver of notice of any meeting may be given as provided in Article XIII, which shall be construed broadly to permit such waivers wherever feasible.
SECTION 4. Quorum. Regular Members holding one-third of the votes which may be cast at any Annual or Special Meeting shall constitute a quorum at such meeting. If a quorum is not present at any such meeting, a majority of Regular Members present may adjourn the meeting from time to time without further notice.
SECTION 5. Proxies. At any Annual or Special Meeting, a Regular Member in good standing may vote either in person or by a legally valid proxy executed in writing and given to another member authorizing the recipient member to vote on behalf of the member giving the proxy. No proxy shall be valid after six (6) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be either (a) a General Proxy authorizing its holder to vote on all matters at all meetings for the six (6) month duration of the proxy, or (b) a Limited Proxy restricted in time (i) to less than six (6) months, or (ii) to voting at a specified meeting, (iii) or to voting yea or nay on one or more specified actions or matters, or (iv) in some other respect, or (v) to any combination of the foregoing, all as stipulated by the proxy giver in writing within the proxy document.
SECTION 6. Meeting Conduct. The Chairperson of the Annual Meeting or any Special Meeting shall make certain that the agenda is adhered to. He or she shall maintain order and yield the floor to members in the order in which they requested the floor. The Chairperson’s duty is to make certain that speakers do not stray from the subject under discussion or cause disorder.
SECTION 7. Informal Voting Without Meeting. Any action which may be taken at a meeting of members entitled to vote may instead be taken by written ballot without a meeting, by personal or courier delivery, U.S. mail, e-mail, fax, or any other electronic means pursuant to which (a) such members are given the opportunity to vote for or against the proposed action and (b) the action receives approval by (i) a majority of the members casting votes or (ii) such larger number as may be required by the NFP Act, the Articles, or these By-laws, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than ten (10) days after the date the ballot is delivered, provided that in the case of a removal of one or more directors, or a merger, consolidation, dissolution, or sale, lease, or exchange of assets, the voting must remain open for not less than twenty (20) days after the date the ballot is delivered. Any and all other requirements of the NFP Act also must be satisfied.
ARTICLE V
Board of Directors
SECTION 1. General Powers. All matters relating to the business of the Organization shall be managed by its Board of Directors. The Board of Directors may, in its discretion, delegate duties to the officers of the Organization, subject to any restrictions set forth in these By-laws. Notwithstanding the foregoing, a vote of seventy-five percent (75%) of the Members shall be required for the Organization to take the following actions: (a) the sale, mortgage or other transfer, with or without consideration, of the Museum property, or (b) the voluntary dissolution of the Organization.
Directors shall not be compensated for their service as such. The Board of Directors shall purchase liability insurance for the Directors and officers of the Organization with appropriate coverages in standard competitive amounts, costs and terms for nonprofit corporations similar to the Organization, free of any known conflicts of interest, after consultation with one or more experienced insurance advisors, brokers or agents or financial or accounting consultants.
SECTION 2. Number, Tenure and Qualifications. The number of Directors shall be five (5) or some other uneven number, divided into two (2) classes as provided below, as determined by the Board of Directors from time to time in its sole discretion.
Each Director shall hold office for a term of two (2) years, except initially as provided in clause (b) below, commencing on the date of the Annual Meeting at which the Director is elected, and terminating when the Director’s successor has been elected and qualified or upon the Director’s death, resignation, or removal. Commencing prior to the date of the next Annual Meeting in 2017, the Board of Directors shall divide all Directors into (2) classes as nearly equal in number as is practicable in order to stagger the terms of Directors and achieve continuity of governance of the Organization, as follows: (a) Class A Directors, whose terms shall (i) commence upon their election at the 2017 Annual Meeting and (ii) expire upon the election of their successors at the 2018 Annual Meeting, and whose successors’ terms shall expire upon the election of their respective successors at each Annual Meeting two (2) years thereafter; and (b) Class B Directors, whose terms shall (i) commence upon their election at the 2017 Annual Meeting and (ii) expire upon the election of their successors at the 2019 Annual Meeting, and whose successors’ terms shall expire upon the election of their respective successors at each Annual Meeting two (2) years thereafter.
To assure opportunities for rotation of new leadership talent onto the Board combined with continuity of veteran leadership, the following term limits shall apply: (a) no Director shall be eligible to serve for more than two (2) successive two-year terms; and (b) a Director who has served two successive two-year terms, having been ineligible for re-election, shall regain eligibility after two years of ineligibility have passed, and may then serve for not more than two more successive two-year terms; and (c) the foregoing cycle shall continue indefinitely.
Directors shall be natural persons who are Regular Members of good character and intent, in good standing, and at least twenty-one (21) years of age. Directors need not be residents of Illinois.
SECTION 3. Election of Directors. Directors shall be elected by majority vote of the members of the Organization at the Annual Meeting. Nominees for election as Directors shall be those qualified persons whose names have been submitted by the Election Nominating Committee as provided in Article VII, Section 4. Nominees shall have their names submitted collectively to the Regular Members at the Annual Meeting, and the Regular Members shall vote as to such nominees collectively and not individually. Provided that a quorum is present in person or by proxy, a majority vote of Regular Members at the Annual Meeting in favor of the collective slate of nominees submitted by the Election Nominating Committee shall constitute the election of the Directors of the Organization to serve until the next Annual Meeting or such other time as their respective terms expire, subject to resignation or removal pursuant to these By-laws.
If a majority of such Regular Members present do not vote in favor of the collective slate of nominees submitted by the Election Nominating Committee, then the Directors shall each be elected by a majority vote of the Regular Members present, in person or by proxy, on an individual basis, from among the slated nominees and nominations made by Regular Members in good standing from the assembly floor, in the order made.
Election of any nominee as a Director shall not be valid nor effective unless (a) the elected nominee is present at the Annual Meeting at the time of his or her election and (b) there and then accepts and agrees under oath or in writing to perform diligently the responsibilities of a Director for the duration of his or her term in office, subject to resignation or removal pursuant to these By-laws.
SECTION 4. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without notice other than this Section 4, immediately after and at the same place as the Annual Meeting of members (at which the President shall have been elected pursuant to Article VI, Section 2), for the principal purpose of electing officers other than the President by the vote of a majority of the Directors present at the Board meeting, at which a majority of all Directors shall constitute a quorum. The Directors shall be given a separate room or space enabling them to conduct a private meeting without distraction.
SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any other Director.
SECTION 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally, sent electronically by e-mail, posted by U.S. mail, or faxed to each Director at his or her postal mailing or e-mail address or fax number shown in the records of the Organization, or by telephone notice delivered by personal telephone call to each Director. The person making such telephone notice shall record in writing the date and time of day of such telephone notice and the name of the Director receiving such, notice. Such writing shall be delivered to the Secretary of the Organization on or prior to the date of such special meeting, and shall be preserved by the Secretary as a corporate record. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice by fax shall be deemed delivered on the day it was transmitted to the Director in question. Any Director may waive notice of any meeting. The attendance a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.
SECTION 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
SECTION 8. Removal. A Director may be removed in accordance with the NFP Act, with or without cause, by the vote of two-thirds (2/3) of the Regular Members present, in person or by proxy, at an Annual or Special Meeting duly called at which a quorum of members is present, provided that written notice of such meeting shall have been delivered to all Regular Members entitled to vote, which shall state that a purpose of the meeting is to remove one or more Directors identified in the notice. In determining whether to remove a Director, members shall take into account the recommendation of the other Directors. While the NFP Act does not require cause for removal, reasons may include, without limitation, (a) failure to attend and participate in a substantial majority of Board of Directors meetings, (b) refusal to carry out a fair share of the necessary work of the Board beyond attendance at meetings, and/or (c) any conduct that constitutes cause for termination of membership of a member.
SECTION 9. Resignation. Any Director may resign his or her office as such by filing a written resignation with the Secretary.
SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the votes of two-thirds (2/3) of the Board of Directors present at a Board meeting duly called at which a quorum is present at which a majority of all Directors shall constitute a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
ARTICLE VI
Officers
SECTION 1. Officers. The officers of the Organization shall consist of a President, may include one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), and shall include a Treasurer, a Secretary and such other officers as may be elected in accordance with the provisions of this Article VI. The Board of Directors may elect or appoint such other officers, including one or more Assistant Treasurers and one or more Assistant Secretaries, as it may deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board. Each officer must be a member of the Organization and shall receive no compensation for service as such, unless otherwise permitted by these By-laws and approved by the Board in the case of any Assistant Treasurer and any Assistant Secretary. Any two or more offices may be held by the same person, except the offices of President and Secretary.
SECTION 2. Election and Term. The President of the Organization shall be elected by a majority vote of the members of the Organization who are present at its Annual Meeting, in person or by proxy, provided that a quorum is present. Officers other than the President shall be elected by the Board of Directors as provided in Article V, Section 4. Vacancies may be filled or new offices created and filled by the votes of a majority of the Board of Directors present at a Board meeting duly called at which a quorum is present. Each officer shall hold office until the successor has been duly elected and qualified.
SECTION 3. Removal. Any officer or agent may be removed by the votes of two-thirds (2/3) of the Board of Directors present at a Board meeting duly called at which a quorum is present.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the votes of two-thirds (2/3) of the Board of Directors present at a Board meeting duly called at which a quorum is present.
SECTION 5. President. The President shall be the principal executive officer of the Organization and shall in general supervise and conduct all of the business and affairs of the Organization at the direction and under the control of the Board of Directors. He or she (or the ranking Vice President or Secretary present in the absence of the President) shall preside at all meetings of the members and of the Board. He or she may sign, with the Secretary or any other proper officer of the Organization authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by the Board, or by these By-laws or by statute, to some other officer or agent of the Organization; and in general shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him or her, by the Board.
SECTION 6. Vice-Presidents. In the absence of the President, or in the event of his or her refusal or inability to act, the Vice-Presidents, if any, in order of their rank, shall have the same powers and duties as the President.
SECTION 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Organization; receive and give receipts for moneys due and payable to the Organization from any source whatsoever; deposit all such moneys in the name of the Organization in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of this Article VI; and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. If required by the Board, the Organization shall purchase a surety bond for the Treasurer in such sum and with such surety or sureties as the Board shall determine.
SECTION 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of the corporate records and any seal of the Organization; and see that a seal of the Organization is affixed to any documents of which execution on behalf of the Organization under seal is required, and is duly authorized in accordance with the provisions of these By-laws; keep a membership list containing the U.S. postal and e-mail addresses and the fax and telephone numbers of each member, as initially furnished to and from time to time thereafter updated for the Secretary by each member; and in general shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors. In the absence of the President and of any Vice President, the Secretary shall have the same powers and duties as the President.
SECTION 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, if any, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors. If approved by the Board, any Assistant Treasurer and any Assistant Secretary may receive reasonable compensation for serving as such. If required by the Board, the Organization shall purchase a surety bond for the Assistant Treasurer in such sum and with such surety or sureties as the Board shall determine.
ARTICLE VII
Committees and Advisors
SECTION 1. Generally. The Board of Directors, by resolution adopted by a majority of the Directors then holding office, may by majority vote from time to time (a) create for the Organization and appoint persons to any committee, commission, advisory body or other such body designated by the Board (each, a “Committee”), which may or may not have Directors as members, and (b) dissolve any Committee that has completed its function or for any other reason in the Board’s sole discretion. A Committee may not act on behalf of the Organization or bind it to any action, but may make recommendations to the Board or to the officers for the benefit of the Organization. Appointees to Committees may be members or non-members of the Organization and may include outside advisors (“Advisors”).
SECTION 2. Member Admissions Committee. The Board of Directors shall appoint a Member Admissions Committee consisting of at least three (3) Regular Members in good standing, who shall jointly with the Board of Directors (a) prepare form applications for membership in the Organization; (b) make forms available to potentially qualified prospective applicants; (c) receive and review completed applications for acceptance as a Supporting Member; (d) receive and deliver to the Treasurer the membership fee from each Supporting Member upon acceptance by the Board; (e) interview each applicant (i) upon initial application for acceptance as a Supporting Member, (ii) one year thereafter to evaluate positive assimilation within the Organization and performance of member obligations, and (iii) upon application for acceptance as a Regular Member after the two-year Goodwill Period; (f) record observations concerning the applicant’s character and willingness to support the Purposes of the Organization, and/or refer any applicant to be interviewed by the Board in the Committee’s discretion or upon request by the Board; (g) make brief written recommendations and oral testimony to a quorum of the Board advising it whether or not each application should be accepted by the Board after consideration of such advice but ultimately in the Board’s sole discretion; and (h) perform similar functions in the case of any applicant for reinstatement of membership in the Organization pursuant to Article III, Section 9 at any time following termination (other than for Malicious Action) or resignation from membership pursuant to Article III, Section 7 or 8, as applicable.
SECTION 3. Member Services Committee. The Board of Directors shall appoint a Member Services Committee consisting of at least three (3) Regular Members in good standing, who shall consult with the Member Admissions Committee and/or the Board of Directors on the preparation of a Member Services Program designed to engage members to participate in membership activities that support the Purposes of the Organization, in fulfillment of their breadth of membership responsibilities described in Article III, Section 5.
SECTION 4. Election Nominating Committee. At least sixty (60) days prior to each Annual Meeting, the Board of Directors shall appoint an Election Nominating Committee consisting of three (3) Regular Members in good standing, who shall nominate candidates for election as the Board of Directors and the President. The Committee shall report the names of such nominees to the Secretary, who shall notify all Regular Members entitled to vote (but not Supporting Members unless and until they become Regular Members or are permitted by law) of the names and Member Contact Information of (a) the Election Nominating Committee members and (b) (all Regular Members entitled to vote (all subject to the confidentiality requirement of Article IX), each at least sixty (60) days prior to the Annual Meeting. The Secretary’s notification shall include a request from the Election Nominating Committee members for suggestions by Regular Members of candidates to be nominated and statements of their qualifications, to be sent to the Secretary at least twenty (20) days prior to the Annual Meeting and delivered by the Secretary immediately to the Election Nominating Committee and the existing Board of Directors. All members shall be free to communicate among one another for the purpose of considering potential candidates for the new Board of Directors and the President. The Committee and the Secretary shall use diligent efforts to notify all members of the Committee’s slate of nominees at least five (5) days prior to the Annual Meeting.
SECTION 5. By-laws Committee. The Board of Directors shall appoint a By-laws Committee consisting of two (2) Directors and two (2) Regular Members in good standing as voting members and legal counsel to the Organization as a non-voting Advisor. Any two voting members of the Committee shall constitute a quorum. The By-laws Committee shall maintain a log of suggested amendments to the By-laws made by Directors, Regular Members, and By-laws Committee Members, including the Advisor, from time to time. If a quorum of Committee members deems any suggested amendment worthy of consideration by the Board of Directors, the Committee shall refer it to the Board which shall, in its sole discretion, determine whether to seek approval of the amendment by a vote of Directors and Regular Members at any Annual or Special Meeting pursuant to Article XV. Amendments to the By-laws may also be initiated and approved by the required vote at any Annual or Special Meeting pursuant to Article XV. The By-laws Committee voting members shall work with the legal Advisor to draft each amendment to the By-laws either for approval, and/or after conceptual approval without exact language. Members of the Committee shall each serve for such period of time as is requested by the Board and agreed by the member, subject to early dismissal by the Board or resignation by the member at the sole discretion of each.
SECTION 6. Term of Office. Each member of a Committee, including any Advisors and other non-members of the Organization, shall continue as such until the next Annual Meeting of members of the Organization and until his or her successor is appointed, unless the Committee or the member’s position on the Committee is sooner terminated.
SECTION 7. Committee Chairpersons. One member of each Committee shall be appointed its chairperson by the Board of Directors.
SECTION 8. Vacancies. Vacancies in the membership of any Committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
ARTICLE VIII
Contracts. Checks, Deposits and Funds
SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization. Such authority may be general or confined to specific instances. Each contract requiring any capital expenditure, and each promissory note or other debt or contingent liability, in any amount exceeding $1,000 (in all cases, a “Material Obligation”), shall require approval by majority vote of the Board at a meeting with a quorum present. No Material Obligation shall be authorized by the Board unless it solicits and reviews at least three (3) competitive proposals for such Material Obligation and selects the one that provides the dollar amount and other terms and conditions most favorable to the Organization, as determined by a majority vote of the Board at a meeting with a quorum present.
SECTION 2. Checks, Drafts, Etc. Checks under $1,000 to pay invoices for goods or services from vendors known to the Organization, in reasonable amounts in the normal course of business, may be signed by the Treasurer without countersignature, unless otherwise provided herein or from time to time by resolution of the Board of Directors. All other checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization shall be signed by the Treasurer and countersigned by the President, unless otherwise provided herein or from time to time by resolution of the Board of Directors. In the prolonged absence of any required signatory when signature is critically required, any such instrument may be signed and/or countersigned by the most appropriate senior ranking officers or any Directors of the Organization.
SECTION 3. Deposits. All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies or other depositories as the Board of Directors may select with the guidance or advice by the Treasurer.
SECTION 4. Contributions, Gifts, Etc.. The Board of Directors may accept on behalf of the Organization any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Organization.
ARTICLE IX
Books and Records and Member Information
The Organization shall keep at the Registered Office of the Organization correct and complete (a) books and records of account and (b) minutes of the proceedings of its members, Board of Directors, and any Committees having any of the authority of the Board of DirectorsThe members shall have such access to the books, records, and minutes as may be required by law. The Secretary shall keep at the Registered Office of the Organization a record containing the names and addresses of the Directors, officers, Regular and Special Members, noting which are current or delinquent in payment of dues and which are entitled to vote, along with such other Member Contact Information kept by the Secretary pursuant to Article VI, Section 8. All Regular Members entitled to vote (but not Supporting Members unless and until they become Regular Members or are permitted by law) shall have a reasonable right, as determined by the Organization, to inspect and extract information (at the member’s expense) from such Member Contact Information. By exercising such right at any time (including by receipt of such information pursuant to Article VII, Section 4), each member hereby agrees (a) to respect the confidentiality of such information and (b) not to disseminate such information other than to members of the Organization for any purpose whatsoever.
ARTICLE X
Fiscal Year
The fiscal year of the Organization shall begin on the first day of January and end on the last day of December of each year.
ARTICLE XI
Payment of Dues
The amounts of member initiation fee, if any, and annual Membership Dues commencing January 1 of each year shall be established by the Board of Directors prior to such commencement date. If the Board changes the commencement date, the amount of dues paid or payable shall be prorated accordingly. The Board shall give notice of the amount of dues and due date not later than twenty (20) days prior to the due date. If a member fails to pay outstanding dues to the Organization in person or by posting in U.S. mail within a grace period of sixty (60) days after such notice by the Board, (a) the member’s dues shall be in default; (b) a late fee of twenty-five percent (25%) of the annual dues shall be added to the dues payable; (c) all voting rights held by the defaulting member shall be suspended until ninety (90) days after payment is tendered and accepted; and (d) the membership of the defaulting member in the Organization may be terminated in the discretion of the Board pursuant to Article III, Section 7, in which event payment shall be rejected.
ARTICLE XII
Corporate Seal
The Board of Directors shall, if needed, provide for the Organization a corporate seal in the form of a circle with the Organization’s name and the words “Corporate Seal, Illinois” inscribed therein.
ARTICLE XIII
Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the NFP Act, the Articles, or these By-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given. Such waivers in writing or by attendance shall include waivers by persons holding proxies.
ARTICLE XIV
Broad Applicability of NFP Act
The Organization shall be governed in all respects by the applicable provisions of the NFP Act. In the event of any inconsistency between mandatory requirements of the NFP Act and any provisions of the Articles or these By-laws (collectively, the “Governing Documents”), the NFP Act shall govern and control as if set forth in the Organization’s Governing Documents. Where provisions of the NFP Act are permissive but not mandatory, the Board of Directors with or without formal action may in its sole discretion deem them applicable to the Organization as if set forth in its governing documents. Absence of any mandatory or permissive NFP Act provisions from the texts of the Organization’s governing documents shall in no way diminish the inclusive provisions of this Article XIV hereby incorporated by reference.
ARTICLE XV
Amendments to By-laws
These By-laws may be altered, amended, and/or repealed and restated, and new By-laws may be adopted (in each case, a “By-laws Amendment”), only by (a) a two-thirds (2/3) vote of the Directors present, and (b) a majority vote of the members present, at any Annual Meeting or Special Meeting of members, at which a quorum of Directors and a quorum of members, respectively, are present, provided that at least fourteen (14) days’ written notice is given to all Directors and members of intention to alter, amend, or repeal, or to adopt new By-laws at such meetings. If a quorum of only Directors or only members is present, an affirmative vote satisfying the requirement for that group shall be valid may be combined with a valid affirmative vote of the other group at a continued session of the meeting or any new meeting duly held.
Upon approval of each By-laws Amendment, the Secretary, working with legal counsel if deemed advisable, shall prepare, issue, and distribute conformed copies of the newly amended By-laws, certified by the President and the Secretary, to all members in the same manner as notices may be given. Such officers and legal counsel shall use diligent efforts to initiate such distribution within ten (10) business days after approval of the By-laws Amendment, or thirty (30) business days if the By-laws are amended and restated in their entirety, in either case subject to the extent of any delays beyond the Organization’s reasonable control.
ARTICLE XVI
Technical Revisions
Approval of these By-laws by the votes of the Directors and the members required under Article XV shall also give the Board of Directors, in consultation with the By-laws Committee, full power and authority to correct any typographical, technical, or clerical errors; clarify any ambiguities or inconsistencies; and apply reader-friendly plain English editing style to any passages that members have difficulty fully comprehending. Other than technical corrections of demonstrable factual errors, no such revisions shall in any way alter the material substance of the language being corrected, clarified, or edited. Any revisions that alter material substantive language shall be null and void.
ARTICLE XVII
Effective Date
These By-laws, as amended and restated, and superseding all prior By-laws of the Organization, have been duly adopted and are effective commencing as of January 1, 2017.