BY-LAWS OF MUNDELEIN COMMUNITY CONNECTION
ARTICLE I
Offices
The name of this corporation shall be MUNDELEIN COMMUNITY CONNECTION (hereinafter referred to as “the corporation”). The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office and may have other offices within or outside of the state.
ARTICLE II
Purpose
Section 1. CORPORATE PURPOSES. The corporation is organized initially to foster a new appreciation for, awareness of and pride in Mundelein’s downtown; to stimulate downtown economic growth and revitalization; to create a vital and attractive downtown as a center of activity foe Mundelein area families; to enhance the image of downtown Mundelein and preserve its historic heritage through concentrated efforts of design and promotion and to obtain involvement and commitments from Mundelein area residents, downtown businesses and property owners and the Village of Mundelein. The corporation will receive, administer and distribute funds in connection with activities that are permissible under section 501(c) (3) of the Internal Revenue code or the corresponding section of any future federal tax code.
Section 2. TAX EXEMPT STATUS. The corporation shall apply for and maintain itself as a nonprofit, tax exempt corporation pursuant to section 501 (c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code. No part of the net earnings of the corporation shall inure to the benefits of its members, directors, officers or any other individual. The corporation shall not participate in or intervene in any political campaign in support of opposition of any candidate for public office.
No Part of the net earnings of the corporation shall inure to the benefit of, or be distributable to it’s members, trustees, officers or other private 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 in the purpose section hereof. No substantial part of the activities of the corporation shall be 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 any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code or cooresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 3. DISSOLUTION. Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code or shall be distributed to the federal government or to a state or local government for public purpose. Any such assets not so disposed of shall be disposed of by a court f competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as the court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE III
Program Area
The primary area shall be that portion of downtown Mundelein that is west of James Street, east of Prairie Street, south of Edgemont Avenue, and north of Crystal Street.
ARTICLE IV
Members
Section 1. CLASSES OF MEMBERS. The classes of members of the corporation shall be as follows:
a) Individual / Family Members
b) Business Members
c) Not for Profit Members
d) Youth / High School Members
Section 2. DUES. By resolution, the Board of Directors shall establish annual dues as it deems appropriate. The Board of Directors shall establish the method of payment and application procedures.
Section 3. PROCEDURE TO ESTABLISH MEMBERSHIP. Any business, organization or individual committed to supporting the purpose of the corporation may become a member by completing an application for membership in such form as the Board of Directors shall prescribe and paying such dues as the Board of Directors may establish.
Section 4. VOTING RIGHTS. Each member, regardless of the number of membership classes to which he or she belongs, shall be entitled to one vote on each matter submitted to a vote of the members.
Section 5. NOMINATION OF DIRECTORS. Any voting member may nominate a candidate for each of the offices of director by filing the nomination with the Secretary no later than 14 days before the annual meeting. The Nominations Committee shall file with the Secretary its list of candidates for each office no later than 21 days before the annual meeting.
Section 6. RESIGNATION. Any members may resign from membership in the corporation by filing a written resignation with the Secretary. The written resignation shall specify the effective date thereof. Resigning members shall not be relieved of the obligation to pay any dues, assessments or other charges that have accrued and remain unpaid, nor shall the member be entitled to any refund of dues already paid.
Section 7. TERMINATION OF MEMBERSHIP. The board of Directors, by affirmative vote of 70 % of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing. The Board of directors by a majority vote of those present of any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership or suspend or expel any member who shall be default in the payment of dues for a period of three (3) months or longer.
Section 8. REINSTATEMENT. Upon written request signed by a former member and filed with the Secretary of the corporation, The Board of Directors, by an affirmative vote of 70% of the members of the board, may reinstate the former member to membership upon the terms as the board of Directors may deem appropriate.
Section 9. TRANSFER OF MEMBERSHIP. Membership of this corporation is not transferable or assignable.
Section 10. NO MEMBERSIP CERTIFICATES. No membership certificates of the corporation shall be required.
ARTICLE V
Membership Meetings
Section 1. ANNUAL MEETING. An annual meeting of the members shall be held on the first, best available date during the month of February each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. At the annual meeting the list of candidates chosen by the Nominations Committee will be presented, as well as any other nominations that were filed by any voting member pursuant to ARTICLE IV, Section 5. A majority of all ballots cast shall be necessary to elect a director when one or more candidates are nominated for any office. Should three or more candidates be nominated for any office, the one receiving the fewest votes shall be dropped after each succeeding ballot until someone receives a majority of all votes cast.
Section 2. SPECIAL MEETING. Special meetings for members may be called either by the annual meeting or any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the location of the meeting shall be the auditorium of Mundelein High School.
Section 3. PLACE OF MEETING. The Board of Directors may designate the location of the annual meeting or any special meetings called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the location of the meeting shall be the auditorium of Mundelein High School.
Section 4. NOTICE OF MEETINGS. Written notice providing for the place, date and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than 5 or more than 60 days before the date of such meeting. In the case of the removal one or more directors, a merger, consolidation, dissolution or sales, lease or exchange of assets, written notice shall be delivered not less than 20 nor more than 60 days before the date of such meeting. In the case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed. The notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with the postage thereon prepaid. Attendance of a member at a membership meeting shall constitute a waiver of notice of the meeting, or the manner in which the meeting has been called or convened except when a member attends a meeting for the sole purpose of stating, at the beginning of the meeting, any objection to the transaction of any business. When the meeting is adjourned to another time and place, the notice need not be given of the adjourned meeting if the time and the place thereof are announced at the meeting at which the adjournment is taken.
Section 5. FIXING A RECORD DATE. For the purposes of determining the members entitled to notice or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the Board of Directors of the corporation may fix in advance a date as the record date for such determination of members. The record date shall be no more than 60 days and, for a meeting of members, not less than 5 days. In the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than 20 days before the date of the meeting. If no record date is fixed for the determination of members entitled to notice or to vote at a meeting of members, the date on which notice of meeting is delivered shall be the record date for the determination of members. When determination of members entitled to vote at any meeting of members has been made, the determination shall apply to any adjournment of the meeting.
Section 6. QUORUM. The holders of 10% of the votes which may be cast at a membership meeting of the corporation, represented in person or by proxy, shall constitute a quorum for consideration of the matter at the meeting; provided that if less than 10% of the votes are represented at the meeting, a majority of the votes so represented may adjourn the meeting at any time without further notice, until a quorum is present and represented. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each member. If a quorum is present, the affirmative vote of the majority of the votes represented at the meeting shall be the act of the members, unless the vote of a greater number or voting classes is required for the Not For Profit Act, the articles of incorporation or the by-laws of the corporation. At any adjourned meeting at which a quorum is present any business may be transacted which might have transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 7. PROXIES. Each member entitled to vote at a membership meeting or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after 11 months from its date, unless the proxy provides for a longer date.
Section 8. INSPECTORS. At any meeting of members, the chairperson of the meeting may, or upon the request of any member, shall appoint one or more persons as inspectors for the meeting. The inspectors shall ascertain and report the number of voted represented at the meeting, based upon their determination of the validity and effect proxies. The inspectors shall count all votes and report the results, and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members. Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at the meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of votes represented at the meeting and the results of the voting shall be prima facie evidence thereof.
Section 9. VOTING BY BALLOT. Voting on any question or in any election shall be by ballot unless the chairperson shall order otherwise.
Section 10. PARLIAMENTARY PROCEDURE. All meetings of members of the corporation shall be governed by parliamentary law as set forth in Robert’s Rules of Order (most recent edition) when it does not conflict with these bylaws.
ARTICLE VI
Board of Directors
Section 1. GENERAL POWERS. The affairs of the corporation shall be managed by or under the direction of its Board of Directors. A majority of the Board of Directors may establish reasonable compensation for their services and the services of other officers, irrespective of any personal interest. The Board of Directors may hire agents for the corporation, including, but not limited to, legal counsel and tax consultants.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors shall be 7. Additionally, the Board of Directors shall have a non-voting liaison from the Village of Mundelein. Such Liaison shall be either an elected official or professional member of the Village administration. Each director shall hold office until his or her successors have been elected and qualified. The term of office for each director shall be two (2) years, as follows:
(a) Four shall be elected in even years;
(b) Three shall be elected in odd years;
Directors shall be elected at each annual membership meeting. Directors must be members of the corporation, although they need not be residents of Illinois. The number of directors may be increased to any number from time to time by amendment of this section. No decrease shall have the effect of shortening the term of an incumbent director.
Section 3. REGULAR MEETINGS. A regular monthly meeting of the Board of Directors shall be held without other notice than these bylaws. By resolution, the Board of Directors may provide the time and place for the holding of additional regular meetings of the board without other notice than the resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any three directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding the special meeting.
Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least five days previous thereto by written notice to each director at his or her address as shown on the records of the corporation, except that no special meeting of the directors may remove a director unless written notice of the proposed removal is delivered to all directors at least 20 days prior to the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. Notice of any special meeting of the Board of Directors shall constitute a waiver of notice of the 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 these bylaws.
Section 6. QUORUM. Four members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting to another time without further notice.
Section 7. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these bylaws, or the articles of incorporation. No director may act by proxy on any matter. If the vote of the directors present at a meeting at which a quorum is present results in a tie, the directors will re-vote on the issue at the next regular meeting of the Board of Directors.
Section 8. VACANCIES. Any vacancy occurring on the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the majority of the Board of Directors unless a statute, these bylaws or the articles of incorporation provide that the vacancy shall be filled in another manner. A director elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any time upon written notice to the Board of Directors. A director may be removed with or without cause, as specified by statute.
Section 10. PARLIAMENTARY PROCEDURE. All Meetings of the Board of Directors of the corporation shall be governed by parliamentary law as set forth in Robert’s Rules of Order (most recent addition) when in does not conflict with these bylaws.
ARTICLE VII
Officers
Section 1. OFFICERS. The officers of the corporation shall be a President, Vice-President, Treasurer, Secretary and any other officers as may be elected or appointed by the Board of Directors. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any one or more officers shall be a director while he or she holds office. However, any two or more offices may not be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at the first regular monthly meeting of the Board of Directors following the annual membership meeting. If the election of officers shall not be held at such meeting, the election shall be held as soon thereafter as conveniently may be. President shall automatically become Immediate Past President, and Vice-President shall automatically become President. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death or until he or she resigns or is removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.
Section 3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Board of Directors by affirmative vote of super majority of all the disinterested members of the board may remove an elected or appointed officer.
Section 4. PRESIDENT. The President shall be the principal executive officer of the corporation. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the corporation. The President shall see that the resolutions and directives of the Board of Directors are effectuated except in those instances when the responsibility is assigned to some other person by the Board of Directors. In general, the President shall discharge all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors. The President shall preside at all meetings of the members and the Board of Directors, but may, at his or her discretion, arrange for another officer to preside at other meetings. Except in those instances when the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, the President may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed. The President may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. The President may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the Board of Directors.
Section 5. VICE-PRESIDENT. The Vice-President shall assist the President in the discharge of his or her duties as the President may direct and shall perform 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 or in the event of the President’s inability or refusal 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. Except in those instances when the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, the Vice-President may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and the Vice-President may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instruments.
Section 6. TREASURER. The Treasurer shall be the principal accounting and financial officer of the corporation. The Treasurer shall (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore, and for the receipt and disbursement thereof; and (c) perform all the 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 by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 7. SECRETARY. The Secretary shall (a) record the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be a custodian of the corporate records and the seal of the corporation; (d) keep a register of the post office addresses of each member which shall be furnished to the Secretary by such member; and (e) 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.
Section 8. VILLAGE LIAISON. The Village Liaison of the corporation shall serve as ex officio member of the Executive Committee and shall be an advisor to the President. The Village Liaison shall also serve as an advisor to the Board of Directors.
ARTICLE VIII
Committees and Advisory Board
Section 1. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees each of which will consist of one or more directors and such other persons as the Board of Directors designates. The corporation shall have at least three (3) standing committees, which shall be entitled Promotion, Economic Development and Executive. The committees shall have and exercise the authority given to them in these bylaws, but shall not execute any event, project or program without the approval of the Board of Directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it, him or her by law.
Section 2. PROMOTION COMMITTEE. The Promotion Committee shall have the authority to market the program to shoppers, INVESTORS, Village of Mundelein residents, neighboring village residents and new and existing business persons. The Promotion Committee shall have the authority to develop activities, special events and ongoing programs to build new awareness of, and positive image of the program area.
Section 3. ECONOMIC DEVELOPMENT COMMITTEE. The Economic Development Committee shall have the authority to strengthen the economic base of the program area by working to retain and recruit businesses in the program area, converting unused and underused building space in the program area into a balanced mix of productive business property, and create a financial incentive for the use of historic, commercial buildings in the program area while preserving aesthetically-pleasing and unique community assets.
Section 4. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and the Immediate Past President of the corporation. The members of the Executive Committee may exercise powers of the Board of Directors with the Board of Directors is not in session, reporting any action taken to the Board of Directors at its succeeding meeting. Three (3) members of the Executive Committee, excluding the Immediate Past President, shall constitute a quorum for the transaction of business. Meetings may be called by the President or two (2) other Executive Committee members. The Executive Committee shall determine the yearly budget of the corporation, subject to the approval of the majority of the members of the Board of Directors. Beginning with the May 1994 to April 1995 fiscal year, the members of the Executive Committee shall be liaisons to such other Village of Mundelein Organizations and governmental bodies as the Board of Directors shall determine.
Section 5. NOMINATIONS COMMITTEE. The Nominations Committee shall serve by Presidential Appointment and shall have the authority to search for and interview prospective candidates to fill positions on the Board of Directors. At least 60 days before each annual meeting of members at which directors are to be elected, the President, with the approval of the Board of Directors, shall appoint a Nominations Committee consisting of two (2) members of the Board of Directors and three (3) members from the membership-at-large. The Nominations Committee shall nominate a qualified person for each of the offices of the director to be filled that year. The Nominations Committee shall file with the Secretary, not later then 21 days before the annual meeting, a list of candidates chosen by the Nominations Committee. Further provisions related to the annual election of directors may be found in Article V, Section 1 of these bylaws.
Section 6. CHAIRPERSONS. The chairpersons of the committees shall be a member of the Board of Directors of the corporation serving on such committees. The chairperson of the Executive Committee shall be the President of the Corporation.
Section 7. TERM OF OFFICE. Each chairperson of a standing committee established by these bylaws, excluding the Advisory Committee, shall continue as such for one fiscal year and until his or her successor is appointed at the first regular meeting of the Board of Directors following the annual meeting of members, unless the committee or advisory body shall be sooner terminated, or unless such chairperson be removed from such committee or advisory body by the Board of Directors, or unless such chairperson shall cease to qualify as a member of the corporation.
Section 8. VACANCIES. Vacancies in the chairperson ship of a committee, excluding the Advisory Committee, shall be filled by appointment of the Board of Directors.
Section 9. QUORUM AND MANNER OF ACTING. Ten percent (10%) of the members of a committee or advisory body shall constitute a quorum and the act of the majority of the members present at the meeting at which a quorum is present shall be the act of the committee or advisory body.
Section 10. RULES. Each committee and advisory body may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors. Such rules must meet the approval of the Board of Directors of the corporation.
Section 11. PARLIAMENTARY PROCEDURE. All committee meetings of the corporation shall be governed by parliamentary law as set forth in Robert’s Rules of Order (most recent edition) when it does not conflict with these bylaws.
ARTICLE IX
Contracts, Checks, Deposits and Funds
Section 1. CONTRACTS. The Board of Directors may authorize in writing any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 2. CHECKS, DRAFTS, ETC. 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 officers from the following individuals from the Executive Committee: President, Vice-President and Treasurer. These officers are authorized to make payments for all reoccurring expenses such as salaries, rent, utility bills, office supplies, etc. without Board approval. These expenses will be approved as a part of the treasurer’s report at the regularly scheduled monthly board meeting. Any expenses may be questioned and discussed prior to the approval of the treasure’s report.
Section 3. EXPENDITURES. Any expenditures not covered in the above Section 2 that exceed an amount over $500 should be approved, prior to execution, by a majority “yes” roll call vote of the Board of Directors at the next regularly scheduled monthly board meeting. If the expenditure needs to be executed prior to the next regularly scheduled monthly board meeting a special board meeting shall to called. This special board meeting may take the form of an on-site meeting, a telephone poll or an email approval. The results of this special board meeting shall be reported as a portion of the treasurer’s report at the next regularly scheduled board meeting. The report shall include the results of the roll call voting by individual.
Section 4. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 5. GIFTS. The Board of Directors may except on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE X
Certificate of Membership
Section 1. CERTIFICATES OF MEMBERSHIP. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the board. Such certificates shall be signed by the President or a Vice-President and by the Secretary and may bear the corporation’s seal, which may be in facsimile. The name and address of each member shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
Section 2. ISSUANCE OF CERTIFICATES. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his or her name and delivered to him or her by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions in Section 1 of this Article.
ARTICLE XI
Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his or her agent or attorney for any proper purposes at any reasonable time.
ARTICLE XII
Fiscal Year
The fiscal year of the corporation shall be from February 1st to January 31st of the following calendar year.
ARTICLE XIII
Dues
Section 1. ANNUAL DUES. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.
Section 2. PAYMENT OF DUES. Dues shall be payable in advance on the first day of May in each year. Dues of a new member shall be prorated from the beginning of the quarter in which the new member begins membership, for the remainder of the fiscal year of the corporation.
Section 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of the period for which such dues become payable, his or her membership may thereupon be terminated by the Board of Directors in the manner provided in ARTICLE IV of these bylaws.
ARTICLE XIV
Waiver of Notice
Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or these bylaws of the corporation, 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.
ARTICLE XV
Indemnification
Section 1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. To the extent that it is financially able, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect. The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this Article and the relevant provisions of the Illinois General Not For Profit Corporation Act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing, with respect to any state of facts then or therefore existing, or any action, suit, or proceeding theretofore, or thereafter brought or threatened based in whole or in part upon any such state of facts.
Section 2. INDEMNIFICATION OF MEMBERS, EMPLOYEES, AGENTS, ETC. To the extent it is financially able, the corporation may indemnify any person who was or is a party, or is threatened to be made a party to or witness in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she was a member, employee, agent of the corporation, or is or was serving at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding to the extent and in the manner set forth and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect.
Section 3. DETERMINATION OF INDEMNIFICATION. Any determination as to the financial ability of the corporation to indemnify under Section 1 and any indemnification under Section 2 of this Article, unless ordered by a court, shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding. Any director, officer, member, employee, agent, or person who is or was serving at the request of the corporation may seek review of the decision of the Board of Directors by independent legal counsel chosen by both the Board of Directors and the interested party. The interested party and the Board of Directors shall be bound by the decision of the independent legal counselor.
Section 4. PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending a civil or criminal action, suit or proceeding, may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an agreement by or on behalf of the director, officer, employee, agent, or person who serves or served at the request of the corporation to repay such amount. Repayment of expenses shall not be required if it ultimately is determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.
Section 5. INDEMNIFICATION NOT EXCLUSIVE. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, member, employee, agent or person who serves at the request of the corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 6. INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, member, employee or agent of the corporation, or who is or was serving at the request of the corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have had the power to indemnify such person against such liability under the provisions of this Article.
Section 7. NOTICE TO MEMBERS. If the corporation has paid indemnity or has advanced expenses under this Article to a director, officer, member, employee, agent or person who serves or served at the request of the corporation, the corporation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of members entitled to vote.
Section 8. REFERENCES TO CORPORATION. For purposes of this Article, references to “the corporation” shall include, in addition to the surviving corporation, and merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, members, employees, or agents, so that any person who was a director, officer, member, employee or agent of such merging corporation, or was serving at the request of such merging corporation shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.
Section 9. OTHER REFERENCES. For purposes of this Article, references to “serving at the request of the corporation” shall include any service as an advisor or service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article.
ARTICLE XVI
Amendments
The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors unless otherwise provided in the articles of incorporation or the bylaws. The Board of Directors may alter, amend or repeal the bylaws by a majority vote of all directors. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. The Board of Directors has the exclusive power to amend the Articles of Incorporation of the Corporation pursuant to Article 10 of the Illinois General Not For Profit Corporation Act of 1986.
ARTICLE I
Offices
The name of this corporation shall be MUNDELEIN COMMUNITY CONNECTION (hereinafter referred to as “the corporation”). The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office and may have other offices within or outside of the state.
ARTICLE II
Purpose
Section 1. CORPORATE PURPOSES. The corporation is organized initially to foster a new appreciation for, awareness of and pride in Mundelein’s downtown; to stimulate downtown economic growth and revitalization; to create a vital and attractive downtown as a center of activity foe Mundelein area families; to enhance the image of downtown Mundelein and preserve its historic heritage through concentrated efforts of design and promotion and to obtain involvement and commitments from Mundelein area residents, downtown businesses and property owners and the Village of Mundelein. The corporation will receive, administer and distribute funds in connection with activities that are permissible under section 501(c) (3) of the Internal Revenue code or the corresponding section of any future federal tax code.
Section 2. TAX EXEMPT STATUS. The corporation shall apply for and maintain itself as a nonprofit, tax exempt corporation pursuant to section 501 (c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code. No part of the net earnings of the corporation shall inure to the benefits of its members, directors, officers or any other individual. The corporation shall not participate in or intervene in any political campaign in support of opposition of any candidate for public office.
No Part of the net earnings of the corporation shall inure to the benefit of, or be distributable to it’s members, trustees, officers or other private 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 in the purpose section hereof. No substantial part of the activities of the corporation shall be 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 any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code or cooresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 3. DISSOLUTION. Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code or shall be distributed to the federal government or to a state or local government for public purpose. Any such assets not so disposed of shall be disposed of by a court f competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as the court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE III
Program Area
The primary area shall be that portion of downtown Mundelein that is west of James Street, east of Prairie Street, south of Edgemont Avenue, and north of Crystal Street.
ARTICLE IV
Members
Section 1. CLASSES OF MEMBERS. The classes of members of the corporation shall be as follows:
a) Individual / Family Members
b) Business Members
c) Not for Profit Members
d) Youth / High School Members
Section 2. DUES. By resolution, the Board of Directors shall establish annual dues as it deems appropriate. The Board of Directors shall establish the method of payment and application procedures.
Section 3. PROCEDURE TO ESTABLISH MEMBERSHIP. Any business, organization or individual committed to supporting the purpose of the corporation may become a member by completing an application for membership in such form as the Board of Directors shall prescribe and paying such dues as the Board of Directors may establish.
Section 4. VOTING RIGHTS. Each member, regardless of the number of membership classes to which he or she belongs, shall be entitled to one vote on each matter submitted to a vote of the members.
Section 5. NOMINATION OF DIRECTORS. Any voting member may nominate a candidate for each of the offices of director by filing the nomination with the Secretary no later than 14 days before the annual meeting. The Nominations Committee shall file with the Secretary its list of candidates for each office no later than 21 days before the annual meeting.
Section 6. RESIGNATION. Any members may resign from membership in the corporation by filing a written resignation with the Secretary. The written resignation shall specify the effective date thereof. Resigning members shall not be relieved of the obligation to pay any dues, assessments or other charges that have accrued and remain unpaid, nor shall the member be entitled to any refund of dues already paid.
Section 7. TERMINATION OF MEMBERSHIP. The board of Directors, by affirmative vote of 70 % of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing. The Board of directors by a majority vote of those present of any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership or suspend or expel any member who shall be default in the payment of dues for a period of three (3) months or longer.
Section 8. REINSTATEMENT. Upon written request signed by a former member and filed with the Secretary of the corporation, The Board of Directors, by an affirmative vote of 70% of the members of the board, may reinstate the former member to membership upon the terms as the board of Directors may deem appropriate.
Section 9. TRANSFER OF MEMBERSHIP. Membership of this corporation is not transferable or assignable.
Section 10. NO MEMBERSIP CERTIFICATES. No membership certificates of the corporation shall be required.
ARTICLE V
Membership Meetings
Section 1. ANNUAL MEETING. An annual meeting of the members shall be held on the first, best available date during the month of February each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. At the annual meeting the list of candidates chosen by the Nominations Committee will be presented, as well as any other nominations that were filed by any voting member pursuant to ARTICLE IV, Section 5. A majority of all ballots cast shall be necessary to elect a director when one or more candidates are nominated for any office. Should three or more candidates be nominated for any office, the one receiving the fewest votes shall be dropped after each succeeding ballot until someone receives a majority of all votes cast.
Section 2. SPECIAL MEETING. Special meetings for members may be called either by the annual meeting or any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the location of the meeting shall be the auditorium of Mundelein High School.
Section 3. PLACE OF MEETING. The Board of Directors may designate the location of the annual meeting or any special meetings called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the location of the meeting shall be the auditorium of Mundelein High School.
Section 4. NOTICE OF MEETINGS. Written notice providing for the place, date and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than 5 or more than 60 days before the date of such meeting. In the case of the removal one or more directors, a merger, consolidation, dissolution or sales, lease or exchange of assets, written notice shall be delivered not less than 20 nor more than 60 days before the date of such meeting. In the case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed. The notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with the postage thereon prepaid. Attendance of a member at a membership meeting shall constitute a waiver of notice of the meeting, or the manner in which the meeting has been called or convened except when a member attends a meeting for the sole purpose of stating, at the beginning of the meeting, any objection to the transaction of any business. When the meeting is adjourned to another time and place, the notice need not be given of the adjourned meeting if the time and the place thereof are announced at the meeting at which the adjournment is taken.
Section 5. FIXING A RECORD DATE. For the purposes of determining the members entitled to notice or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the Board of Directors of the corporation may fix in advance a date as the record date for such determination of members. The record date shall be no more than 60 days and, for a meeting of members, not less than 5 days. In the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than 20 days before the date of the meeting. If no record date is fixed for the determination of members entitled to notice or to vote at a meeting of members, the date on which notice of meeting is delivered shall be the record date for the determination of members. When determination of members entitled to vote at any meeting of members has been made, the determination shall apply to any adjournment of the meeting.
Section 6. QUORUM. The holders of 10% of the votes which may be cast at a membership meeting of the corporation, represented in person or by proxy, shall constitute a quorum for consideration of the matter at the meeting; provided that if less than 10% of the votes are represented at the meeting, a majority of the votes so represented may adjourn the meeting at any time without further notice, until a quorum is present and represented. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each member. If a quorum is present, the affirmative vote of the majority of the votes represented at the meeting shall be the act of the members, unless the vote of a greater number or voting classes is required for the Not For Profit Act, the articles of incorporation or the by-laws of the corporation. At any adjourned meeting at which a quorum is present any business may be transacted which might have transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 7. PROXIES. Each member entitled to vote at a membership meeting or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after 11 months from its date, unless the proxy provides for a longer date.
Section 8. INSPECTORS. At any meeting of members, the chairperson of the meeting may, or upon the request of any member, shall appoint one or more persons as inspectors for the meeting. The inspectors shall ascertain and report the number of voted represented at the meeting, based upon their determination of the validity and effect proxies. The inspectors shall count all votes and report the results, and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the members. Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at the meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of votes represented at the meeting and the results of the voting shall be prima facie evidence thereof.
Section 9. VOTING BY BALLOT. Voting on any question or in any election shall be by ballot unless the chairperson shall order otherwise.
Section 10. PARLIAMENTARY PROCEDURE. All meetings of members of the corporation shall be governed by parliamentary law as set forth in Robert’s Rules of Order (most recent edition) when it does not conflict with these bylaws.
ARTICLE VI
Board of Directors
Section 1. GENERAL POWERS. The affairs of the corporation shall be managed by or under the direction of its Board of Directors. A majority of the Board of Directors may establish reasonable compensation for their services and the services of other officers, irrespective of any personal interest. The Board of Directors may hire agents for the corporation, including, but not limited to, legal counsel and tax consultants.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors shall be 7. Additionally, the Board of Directors shall have a non-voting liaison from the Village of Mundelein. Such Liaison shall be either an elected official or professional member of the Village administration. Each director shall hold office until his or her successors have been elected and qualified. The term of office for each director shall be two (2) years, as follows:
(a) Four shall be elected in even years;
(b) Three shall be elected in odd years;
Directors shall be elected at each annual membership meeting. Directors must be members of the corporation, although they need not be residents of Illinois. The number of directors may be increased to any number from time to time by amendment of this section. No decrease shall have the effect of shortening the term of an incumbent director.
Section 3. REGULAR MEETINGS. A regular monthly meeting of the Board of Directors shall be held without other notice than these bylaws. By resolution, the Board of Directors may provide the time and place for the holding of additional regular meetings of the board without other notice than the resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any three directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding the special meeting.
Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least five days previous thereto by written notice to each director at his or her address as shown on the records of the corporation, except that no special meeting of the directors may remove a director unless written notice of the proposed removal is delivered to all directors at least 20 days prior to the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. Notice of any special meeting of the Board of Directors shall constitute a waiver of notice of the 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 these bylaws.
Section 6. QUORUM. Four members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting to another time without further notice.
Section 7. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these bylaws, or the articles of incorporation. No director may act by proxy on any matter. If the vote of the directors present at a meeting at which a quorum is present results in a tie, the directors will re-vote on the issue at the next regular meeting of the Board of Directors.
Section 8. VACANCIES. Any vacancy occurring on the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the majority of the Board of Directors unless a statute, these bylaws or the articles of incorporation provide that the vacancy shall be filled in another manner. A director elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any time upon written notice to the Board of Directors. A director may be removed with or without cause, as specified by statute.
Section 10. PARLIAMENTARY PROCEDURE. All Meetings of the Board of Directors of the corporation shall be governed by parliamentary law as set forth in Robert’s Rules of Order (most recent addition) when in does not conflict with these bylaws.
ARTICLE VII
Officers
Section 1. OFFICERS. The officers of the corporation shall be a President, Vice-President, Treasurer, Secretary and any other officers as may be elected or appointed by the Board of Directors. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any one or more officers shall be a director while he or she holds office. However, any two or more offices may not be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at the first regular monthly meeting of the Board of Directors following the annual membership meeting. If the election of officers shall not be held at such meeting, the election shall be held as soon thereafter as conveniently may be. President shall automatically become Immediate Past President, and Vice-President shall automatically become President. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death or until he or she resigns or is removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.
Section 3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Board of Directors by affirmative vote of super majority of all the disinterested members of the board may remove an elected or appointed officer.
Section 4. PRESIDENT. The President shall be the principal executive officer of the corporation. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the corporation. The President shall see that the resolutions and directives of the Board of Directors are effectuated except in those instances when the responsibility is assigned to some other person by the Board of Directors. In general, the President shall discharge all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors. The President shall preside at all meetings of the members and the Board of Directors, but may, at his or her discretion, arrange for another officer to preside at other meetings. Except in those instances when the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, the President may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed. The President may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument. The President may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the Board of Directors.
Section 5. VICE-PRESIDENT. The Vice-President shall assist the President in the discharge of his or her duties as the President may direct and shall perform 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 or in the event of the President’s inability or refusal 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. Except in those instances when the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, the Vice-President may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and the Vice-President may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instruments.
Section 6. TREASURER. The Treasurer shall be the principal accounting and financial officer of the corporation. The Treasurer shall (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore, and for the receipt and disbursement thereof; and (c) perform all the 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 by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 7. SECRETARY. The Secretary shall (a) record the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be a custodian of the corporate records and the seal of the corporation; (d) keep a register of the post office addresses of each member which shall be furnished to the Secretary by such member; and (e) 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.
Section 8. VILLAGE LIAISON. The Village Liaison of the corporation shall serve as ex officio member of the Executive Committee and shall be an advisor to the President. The Village Liaison shall also serve as an advisor to the Board of Directors.
ARTICLE VIII
Committees and Advisory Board
Section 1. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees each of which will consist of one or more directors and such other persons as the Board of Directors designates. The corporation shall have at least three (3) standing committees, which shall be entitled Promotion, Economic Development and Executive. The committees shall have and exercise the authority given to them in these bylaws, but shall not execute any event, project or program without the approval of the Board of Directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it, him or her by law.
Section 2. PROMOTION COMMITTEE. The Promotion Committee shall have the authority to market the program to shoppers, INVESTORS, Village of Mundelein residents, neighboring village residents and new and existing business persons. The Promotion Committee shall have the authority to develop activities, special events and ongoing programs to build new awareness of, and positive image of the program area.
Section 3. ECONOMIC DEVELOPMENT COMMITTEE. The Economic Development Committee shall have the authority to strengthen the economic base of the program area by working to retain and recruit businesses in the program area, converting unused and underused building space in the program area into a balanced mix of productive business property, and create a financial incentive for the use of historic, commercial buildings in the program area while preserving aesthetically-pleasing and unique community assets.
Section 4. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and the Immediate Past President of the corporation. The members of the Executive Committee may exercise powers of the Board of Directors with the Board of Directors is not in session, reporting any action taken to the Board of Directors at its succeeding meeting. Three (3) members of the Executive Committee, excluding the Immediate Past President, shall constitute a quorum for the transaction of business. Meetings may be called by the President or two (2) other Executive Committee members. The Executive Committee shall determine the yearly budget of the corporation, subject to the approval of the majority of the members of the Board of Directors. Beginning with the May 1994 to April 1995 fiscal year, the members of the Executive Committee shall be liaisons to such other Village of Mundelein Organizations and governmental bodies as the Board of Directors shall determine.
Section 5. NOMINATIONS COMMITTEE. The Nominations Committee shall serve by Presidential Appointment and shall have the authority to search for and interview prospective candidates to fill positions on the Board of Directors. At least 60 days before each annual meeting of members at which directors are to be elected, the President, with the approval of the Board of Directors, shall appoint a Nominations Committee consisting of two (2) members of the Board of Directors and three (3) members from the membership-at-large. The Nominations Committee shall nominate a qualified person for each of the offices of the director to be filled that year. The Nominations Committee shall file with the Secretary, not later then 21 days before the annual meeting, a list of candidates chosen by the Nominations Committee. Further provisions related to the annual election of directors may be found in Article V, Section 1 of these bylaws.
Section 6. CHAIRPERSONS. The chairpersons of the committees shall be a member of the Board of Directors of the corporation serving on such committees. The chairperson of the Executive Committee shall be the President of the Corporation.
Section 7. TERM OF OFFICE. Each chairperson of a standing committee established by these bylaws, excluding the Advisory Committee, shall continue as such for one fiscal year and until his or her successor is appointed at the first regular meeting of the Board of Directors following the annual meeting of members, unless the committee or advisory body shall be sooner terminated, or unless such chairperson be removed from such committee or advisory body by the Board of Directors, or unless such chairperson shall cease to qualify as a member of the corporation.
Section 8. VACANCIES. Vacancies in the chairperson ship of a committee, excluding the Advisory Committee, shall be filled by appointment of the Board of Directors.
Section 9. QUORUM AND MANNER OF ACTING. Ten percent (10%) of the members of a committee or advisory body shall constitute a quorum and the act of the majority of the members present at the meeting at which a quorum is present shall be the act of the committee or advisory body.
Section 10. RULES. Each committee and advisory body may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors. Such rules must meet the approval of the Board of Directors of the corporation.
Section 11. PARLIAMENTARY PROCEDURE. All committee meetings of the corporation shall be governed by parliamentary law as set forth in Robert’s Rules of Order (most recent edition) when it does not conflict with these bylaws.
ARTICLE IX
Contracts, Checks, Deposits and Funds
Section 1. CONTRACTS. The Board of Directors may authorize in writing any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 2. CHECKS, DRAFTS, ETC. 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 officers from the following individuals from the Executive Committee: President, Vice-President and Treasurer. These officers are authorized to make payments for all reoccurring expenses such as salaries, rent, utility bills, office supplies, etc. without Board approval. These expenses will be approved as a part of the treasurer’s report at the regularly scheduled monthly board meeting. Any expenses may be questioned and discussed prior to the approval of the treasure’s report.
Section 3. EXPENDITURES. Any expenditures not covered in the above Section 2 that exceed an amount over $500 should be approved, prior to execution, by a majority “yes” roll call vote of the Board of Directors at the next regularly scheduled monthly board meeting. If the expenditure needs to be executed prior to the next regularly scheduled monthly board meeting a special board meeting shall to called. This special board meeting may take the form of an on-site meeting, a telephone poll or an email approval. The results of this special board meeting shall be reported as a portion of the treasurer’s report at the next regularly scheduled board meeting. The report shall include the results of the roll call voting by individual.
Section 4. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 5. GIFTS. The Board of Directors may except on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE X
Certificate of Membership
Section 1. CERTIFICATES OF MEMBERSHIP. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the board. Such certificates shall be signed by the President or a Vice-President and by the Secretary and may bear the corporation’s seal, which may be in facsimile. The name and address of each member shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
Section 2. ISSUANCE OF CERTIFICATES. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his or her name and delivered to him or her by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions in Section 1 of this Article.
ARTICLE XI
Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his or her agent or attorney for any proper purposes at any reasonable time.
ARTICLE XII
Fiscal Year
The fiscal year of the corporation shall be from February 1st to January 31st of the following calendar year.
ARTICLE XIII
Dues
Section 1. ANNUAL DUES. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.
Section 2. PAYMENT OF DUES. Dues shall be payable in advance on the first day of May in each year. Dues of a new member shall be prorated from the beginning of the quarter in which the new member begins membership, for the remainder of the fiscal year of the corporation.
Section 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of the period for which such dues become payable, his or her membership may thereupon be terminated by the Board of Directors in the manner provided in ARTICLE IV of these bylaws.
ARTICLE XIV
Waiver of Notice
Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or these bylaws of the corporation, 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.
ARTICLE XV
Indemnification
Section 1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. To the extent that it is financially able, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect. The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this Article and the relevant provisions of the Illinois General Not For Profit Corporation Act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing, with respect to any state of facts then or therefore existing, or any action, suit, or proceeding theretofore, or thereafter brought or threatened based in whole or in part upon any such state of facts.
Section 2. INDEMNIFICATION OF MEMBERS, EMPLOYEES, AGENTS, ETC. To the extent it is financially able, the corporation may indemnify any person who was or is a party, or is threatened to be made a party to or witness in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she was a member, employee, agent of the corporation, or is or was serving at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding to the extent and in the manner set forth and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect.
Section 3. DETERMINATION OF INDEMNIFICATION. Any determination as to the financial ability of the corporation to indemnify under Section 1 and any indemnification under Section 2 of this Article, unless ordered by a court, shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding. Any director, officer, member, employee, agent, or person who is or was serving at the request of the corporation may seek review of the decision of the Board of Directors by independent legal counsel chosen by both the Board of Directors and the interested party. The interested party and the Board of Directors shall be bound by the decision of the independent legal counselor.
Section 4. PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending a civil or criminal action, suit or proceeding, may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an agreement by or on behalf of the director, officer, employee, agent, or person who serves or served at the request of the corporation to repay such amount. Repayment of expenses shall not be required if it ultimately is determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.
Section 5. INDEMNIFICATION NOT EXCLUSIVE. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, member, employee, agent or person who serves at the request of the corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 6. INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, member, employee or agent of the corporation, or who is or was serving at the request of the corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have had the power to indemnify such person against such liability under the provisions of this Article.
Section 7. NOTICE TO MEMBERS. If the corporation has paid indemnity or has advanced expenses under this Article to a director, officer, member, employee, agent or person who serves or served at the request of the corporation, the corporation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of members entitled to vote.
Section 8. REFERENCES TO CORPORATION. For purposes of this Article, references to “the corporation” shall include, in addition to the surviving corporation, and merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, members, employees, or agents, so that any person who was a director, officer, member, employee or agent of such merging corporation, or was serving at the request of such merging corporation shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.
Section 9. OTHER REFERENCES. For purposes of this Article, references to “serving at the request of the corporation” shall include any service as an advisor or service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article.
ARTICLE XVI
Amendments
The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors unless otherwise provided in the articles of incorporation or the bylaws. The Board of Directors may alter, amend or repeal the bylaws by a majority vote of all directors. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. The Board of Directors has the exclusive power to amend the Articles of Incorporation of the Corporation pursuant to Article 10 of the Illinois General Not For Profit Corporation Act of 1986.