Bylaws...
BYLAWS
OF THE
PEORIA AREA ILLINI CLUB
ARTICLE I
Organization
The Peoria Area Illini Club, an Illinois not-for-profit corporation (“Club”), was formed with the filing of Articles of Incorporation with the Illinois Secretary of State on August 30, 2012, and later amended, pursuant to the Illinois “General Not For Profit Corporation Act of 1986” (“Act”).
ARTICLE II
Purpose
The Club is organized and shall be operated exclusively in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“Code”), or any corresponding provision of any future federal tax law, as long as such organization shall qualify as an organization described in Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, or an entity to which contributions may be deductible under Section 170(c)(2) of the Code, or the corresponding section of any future federal tax code. Consistent with the foregoing, the Club is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code.
ARTICLE III
Offices
The Club will establish and continuously maintain a registered office in the State of Illinois, and a registered agent as prescribed by the Act. The registered office and the registered agent may be periodically changed by the Board of Directors. The Club may maintain such other offices, within or without the State of Illinois, as the Board of Directors may determine or as the business and affairs of the Club may periodically require.
ARTICLE IV
Board of Directors
SECTION 1. GENERAL POWERS. The Board of Directors will supervise, control, direct, and manage the property, business, affairs, and activities of the Club.
SECTION 2. ELECTION AND TERM OF OFFICE. There shall at all times be between three (3) and twenty one (21) Directors of the Club as determined by the Board of Directors. The Directors shall be nominated and elected as set forth in Article VI, Section 2. Directors shall serve three (3) year terms, with no limit on the number of terms that a Director may serve.
SECTION 3. ELIGIBILITY. Anyone interested in serving as a director of the Club shall be eligible for election provided that he/she: (1) is an alumnus of the University of Illinois at Urbana-Champaign (“UIUC”); and (2) has met with the current Board of Directors to understand the details of the desired position.
SECTION 4. RESIGNATION. A Director may resign by filing a resignation, in writing, with the Secretary. However, such resignation will be effective only when a successor Director has been elected and qualified or the Board of Directors has elected to reduce the number of Directors of the Club. The resignation of a Director, however, will not relieve the resigning Director from contractual obligations, if any, between such Director and the Club. A resigning Director will not be entitled to receive any assets, files, or records of the Club.
SECTION 5. REMOVAL. Any Director elected or appointed by the Board of Directors may be removed by two-thirds vote of the Board of Directors. Such removal will be without prejudice to the contract rights, if any, of the officer so removed.
SECTION 6. VACANCIES. Any vacancy occurring in the Board of Directors by reason of resignation or removal, or any vacancy occurring in the Board of Directors to be filled by reason of an increase in the number of Directors, shall be filled in accordance with the provisions of Article VI, Section 2 of these Bylaws. The Board of Directors may agree by vote to fill a vacancy prior to the annual April or May election meeting. A Director elected to fill a vacancy will be elected to serve the unexpired term of his or her predecessor in office.
SECTION 7. MEETINGS. Board of Directors meetings shall be held at least twice per year at a time and place determined by the President. Additional meetings shall be called as frequently as necessary in order to carry out the purposes of the Club. The place and hour of all meetings shall be determined by the President and publicized at least two weeks in advance. If requested by the University of Illinois Alumni Association (“UIAA”), the UIAA shall be informed of all Club meetings and activities through correspondence or as part of an annual report to the UIAA.
SECTION 8. QUORUM. The lesser of a majority of the Directors in office or seven (7) Directors shall constitute a quorum to transact business at a meeting of the Board of Directors; provided, however, if a quorum is not present at such meeting, a majority of the Directors present may adjourn the meeting without further notice.
SECTION 9. MANNER OF ACTING. If a quorum is present, the act of a majority of the Directors present at a meeting will constitute the act of the Board of Directors.
SECTION 10. COMPENSATION. Directors may not receive any salaries in compensation for their services rendered as Directors; provided, however, by resolution of the Board of Directors, expenses of attending each meeting of the Board of Directors may be allowed. Except as prohibited by the Club’s Conflict of Interest Policy, no restriction contained in these Bylaws will preclude any Director from serving the Club in any other capacity and receiving reasonable compensation in that capacity.
SECTION 11. INFORMAL ACTION BY DIRECTORS. Any action required to be conducted or permitted at a meeting of the Directors may be conducted without a meeting if written consent, describing the action so conducted, is made by a majority of the Directors. Written consent to any such action may be made by electronic mail.
ARTICLE V
Officers
SECTION 1. OFFICERS. The officers of the Club shall consist of a President, a Vice President, a Treasurer, a Secretary and such other assistant officers as may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same person, with the exception of the offices of President and Secretary.
SECTION 2. ELECTION AND TERM OF OFFICE. Officers shall be nominated and elected as set forth in Article VI, Section 2. Officers shall serve one (1) year terms. Officers may serve no more than three (3) consecutive years in the same officer position.
SECTION 3. ELIGIBILITY. Anyone interested in serving as an officer of the Club shall be eligible for election provided that he/she: (1) is an alumnus of UIUC; and (2) has met with the current Board of Directors to understand the details of the desired position.
SECTION 4. RESIGNATION. An officer may resign by filing a resignation, in writing, with the Secretary. However, such resignation will be effective only when a successor officer has been elected and qualified. The resignation of an officer, however, will not relieve the resigning officer from contractual obligations, if any, between such officer and the Club. A resigning officer will not be entitled to receive any assets, files or records of the Club.
SECTION 5. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by two-thirds vote of the Board of Directors. Such removal will be without prejudice to the contract rights, if any, of the officer so removed.
SECTION 6. VACANCIES. Any officer position that becomes vacant by reason of resignation of removal shall be filled in accordance with the provisions of Article VI, Section 2 of these Bylaws; provided, however, that if the office of the President shall become vacant, the Vice President shall assume the role as acting President. The Board of Directors may agree by vote to fill a vacancy by reason of resignation or removal prior to the annual April or May election meeting. The officer thus appointed shall immediately enter his/her duties and shall hold office until the next regular election.
SECTION 7. PRESIDENT. The President shall: preside at all general membership and special meetings; act as chair person of the Board of Directors; appoint committees and serve as ex-officio member of said committees; assist the Treasurer in the preparation of an annual budget; prepare/approve information for inclusion on the website and/or newsletters; schedule Club meetings and approve schedule for all other events; ensure that other officers perform their duties; if requested by the UIAA, prepare an annual report with information provided by officers, directors, and committee chairs; serve as the Club’s primary liaison to the UIAA; and if requested to do so by majority vote of the Board of Directors, represent the Club, or select a surrogate if he/she chooses not to attend, at the annual UIAA Club Leadership Conference.
SECTION 8. VICE-PRESIDENT. The Vice-President shall: be an aide to the President; in case of the absence or disability of the President, assume the duties of the President; if the President is unable to complete his/her term, the Vice President shall complete the unexpired term; oversee all committees in the planning and execution of projects and activities; and prepare/approve information for inclusion on the website and/or newsletters.
SECTION 9. TREASURER. The Treasurer shall: present a budget for the finances of the Club to the Board of Directors; process all financial disbursements and collections of the Club; oversee all potential expenditures related to Club projects and activities; see to the best of his/her abilities that money used on behalf of the Club is used wisely and in a manner which advances the purposes of the Club; if the Club utilizes a postal service box, maintain and monitor the Club’s postal service box for receipt of manual payments/bills; and if an annual report is requested by the UIAA, prepare the financial portion of the annual report for submission to the UIAA..
SECTION 10. SECRETARY. The Secretary shall: keep a written record of all meetings in order to provide the Club with a record of issues discussed, problems posed, ideas raised and of the people who participated in the group for the benefit of the Club and its members; provide meeting records to all Board members within one (1) week of each meeting; recite or re-summarize the record of prior meeting minutes for approval; periodically mail hard copies of flyers/letters to members without e-mail access; complete written correspondence to outside agencies if needed; and in case of absence, have a substitute appointed that day by any member of the Board.
SECTION 11. ASSISTANT OFFICERS. The Board of Directors may elect or appoint other officers, including assistant treasurers and assistant secretaries, as the Directors may deem desirable, and those assistant officers will possess the authority and perform the duties periodically prescribed by the Board of Directors.
SECTION 12. SALARIES. Except as prohibited by the Club’s Conflict of Interest Policy, the salaries, if any, of the officers will be fixed periodically by the Board of Directors, and no officer will be prevented from receiving such salary by reason of his or her serving as a Director.
ARTICLE VI
Committees
SECTION 1. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint committees, and such committees, to the extent specified in the resolution and not restricted by law or these Bylaws, will possess and may exercise the authority of the Board of Directors in the management of the business and affairs of the Club; provided, however, the designation and appointment of committees, and the delegation of authority, will not relieve the Board of Directors, or any individual Director, of any legal responsibilities imposed by law.
SECTION 2. NOMINATIONS COMMITTEE. The Club shall have a Nominations Committee whose purpose is nominating Directors and Officers to fill vacancies by reason of an expiring term, resignation, or removal. Directors and Officers nominated by the Nominations Committee shall be presented to the Board of Directors at a meeting in April or May and elected by majority vote of the Board of Directors. When there is a vacancy in the office of President because the current President has chosen not to seek re-election or due to term limits, the Nominations Committee shall nominate the current Vice-President to serve as President. When there is only one nominee for an office, there may be a voice vote. Otherwise, the election shall be by secret ballot. Following the meeting at which they are elected, Directors and Officers shall take office on June 1. The Nominations Committee shall consist of five (5) individuals: the President, the Vice-President, and three (3) Board members chosen by a majority of the Board of Directors. The Board members on the Nominations Committee shall be chosen on an annual basis at the same meeting that Directors and Officers are elected.
SECTION 3. OTHER COMMITTEES. Other committees, not possessing or exercising the authority of the Board of Directors in the management of the business and affairs of the Club, may be designated by a resolution adopted by a majority of the Directors present at a meeting where a quorum is present. Except to the extent otherwise specified in the resolution, the members of such committees must be Directors, appointed by the President. Any member of the committee may be removed by the President whenever, in his or her judgment, the interests of the Club would be served by removal.
SECTION 4. TERM OF OFFICE. A member of a committee will continue to serve until the next annual meeting of the Board of Directors or until a successor is appointed, whichever occurs later, unless the committee is sooner terminated or such member is removed from the committee or ceases to qualify as a member of the committee. A member may resign by filing a resignation, in writing, with the Secretary.
SECTION 5. CHAIRMAN. A chairman or co-chairmen, who must be Directors, of each committee will be appointed by the person authorized to appoint the members of the committee.
SECTION 6. VACANCIES. Vacancies in the membership of any committee may be filled by appointments, in the manner of the original appointments.
SECTION 7. QUORUM. Unless otherwise specified in the resolution designating a committee, a majority of the committee will constitute a quorum and the act of a majority of the members present at a meeting where a quorum is present will constitute the act of the committee.
SECTION 8. RULES. Each committee may adopt rules to govern the operation of the committee so long as such rules are not inconsistent with these Bylaws or in conflict with rules adopted by the Board of Directors.
SECTION 9. REPORTS. At the request of the President, committee chairs must provide a written report of committee progress before each meeting of the Board of Directors. The following must be presented in the committee reports: the committee name; the committee chairperson; a list of goals accomplished since the last meeting; a list of people who helped the committee complete each goal; a list of goals that were not completed, and an explanation of why and what action will be taken; a list of goals planed to be accomplished by the next meeting of the Board of Directors; and indication of any announcements that need to be made to the Board of Directors.
SECTION 10. INFORMAL ACTION. The authority of a committee may be exercised without a meeting if a majority of the members entitled to vote have consented, in writing, to the action proposed to be taken. Written consent to any such action may be made by electronic mail.
ARTICLE VII
Members
The Club shall have no members.
ARTICLE VIII
Contracts, Checks, Deposits and Funds
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or other agent of the Club, in addition to the officers authorized by these Bylaws, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Club, and such authority may be general or confined to specific circumstances.
SECTION 2. CHECKS AND DRAFTS. All checks, drafts, or other orders concerning the payment of money, notes, or other evidence of indebtedness issued in the name of the Club must be signed by two officers of the Club in such manner as may be periodically determined by resolution of the Board of Directors. Expenditures of greater than $500 shall require approval by a majority vote of the Board of Directors.
SECTION 3. DEPOSITS. All funds of the Club not otherwise employed will be deposited to the credit of the Club in the banks or other depositories as the Board of Directors may periodically select.
SECTION 4. GIFTS. The Board of Directors may accept any contribution, gift, bequest or devise on behalf of the Club not inconsistent with its purpose.
ARTICLE XI
Books and Records
The Club will maintain accurate and complete books and records of account, minutes of the proceedings of the Board of Directors, and any committees possessing the authority of the Board of Directors. The books and records may be inspected by any Director, or an agent or attorney representing the Director, in pursuance of any proper purpose, after reasonable notice to the Club.
ARTICLE X
Fiscal Year
The fiscal year for the Club shall begin on January 1 and end on December 31.
ARTICLE XI
Corporate Seal
The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed on the seal the name of the Club and the words, “Corporate Seal, Illinois.”
ARTICLE XII
Waiver of Notice
Whenever any notice is required to be delivered under the Act, the Articles of Incorporation of the Club, or these Bylaws, a waiver of the notice, in writing, signed by the person entitled to such notice, whether prior or subsequent to the time stated therein, will be deemed equivalent to the delivery of such notice.
ARTICLE XIII
Indemnification
SECTION 1. INDEMNIFICATION. The Club shall indemnify each officer, Director, employee, or agent of the Club to the full extent permitted under the Act as may be in effect from time to time.
SECTION 2. INSURANCE. The Club may purchase and maintain insurance covering the liability of its officers, Directors, employees, and agents to the extent permitted under the Act, or other applicable statutes of the State of Illinois as may be in effect from time to time.
ARTICLE XIV
Corporate Authority
SECTION 1. LIMITATIONS. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate or intervene in any manner (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Club shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Code, or the corresponding section of any future federal tax code; or (b) by a corporation to which contributions are deductible under section 170(c)(2) of the Code, or the corresponding section of any future federal tax code.
SECTION 2. DISSOLUTION. Upon dissolution of the Club, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Club, distribute all assets, both real and personal, to the UIAA so long as it qualifies at that time as exempt under Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code; provided, however, if the UIAA no longer qualifies as exempt under Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, all assets shall be distributed to another organization or organizations that at the time qualify as exempt under Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code. Any such assets not so disposed of shall be disposed of by the appropriate court of law of the county in which the principal office of the Club is then located, exclusively for such purposes or to such organization or organizations, as said court shall determined, that are organized and operated exclusively for exempt purposes.
ARTICLE XV
Amendments
The power to alter, amend or repeal these Bylaws or to adopt new bylaws on behalf of the Club is vested solely and exclusively in the Directors, which action may be taken by a majority vote of the Board of Directors then holding office. The Bylaws of the Club may contain any terms or provisions governing the regulation and management of the business and affairs of the Club not inconsistent with law, the Articles of Incorporation of the Club, or the Conflict of Interest Policy of the Club.