By-Laws

Article 1 — General

Section 1. Purpose of Corporation. The purposes of this corporation shall be as set forth in the Articles of Incorporation. These By-Laws specify various matters affecting the operations and governance of the Corporation.

Section 2. Receipt of Gifts. The Corporation may receive gifts, contributions, donations, and bequest (herein generally called "gifts") for its purposes.
 

Article 2 — Members

Section 1. This corporation shall have no members.

Article 3 — Directors

Section 1. Powers. Subject to the limitations of the Articles of Incorporation of the Corporation, these By-Laws and the laws of the State of Illinois, the affairs of the Corporation shall be managed by the Board of Directors.

Section 2. Number: Election; Term. The number of Directors of this Corporation shall be eleven (11). The initial Board of Directors shall be as set forth in the Articles of Incorporation.

At the first meeting of the Board of Directors, they shall designate six (6) Directors to serve for an initial term of one (1) year, and five (5) Directors to serve for an initial term of two (2) years. Thereafter, each Director shall be elected for a term of two (2) years.

The Directors whose terms expire shall be elected at an annual meeting of the Directors. Directors shall serve for a term of two (2) years or until such Director's death, resignation, or removal.

Section 3. Resignation. A Director may resign at any time by giving written notice to the Secretary of the Corporation, who shall advise the Board of directors of such resignation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary of the Corporation, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. A vacancy in the Board of Directors occurring for any reason, including an increase in the authorized number of Directors, may be filled by a majority of the Directors then in office, even though less than a quorum, except that a vacancy caused by removal may be filled only by election. Each director so elected shall hold office for the unexpired portion of the term such Director was elected to fill and until such Director's successor is elected and qualified, or until such Director's death, resignation, or removal.

Section 5. Meetings.
(a) Annual Meeting. A regular annual meeting of the Board of Directors shall be held each year in the month of October.

(b) Other Regular Meetings. Other regular meetings of the Board of Directors of the Corporation may be held with or without notice at such regularly recurring time and place as the Board of Directors may designate.

(c) Special Meetings. Special meetings of the Board of Directors for any purpose or purposes shall be held whenever called by the President of the Corporation, or if the President is absent or is unable or refuses to act, by any Vice-President, or by a majority of Directors.

Section 6. Notices. No notice need be given of any annual or other regularly scheduled meeting of the Directors. Notice of any special meeting of the Board of Directors, in each case specifying the place, date, hour, and purpose of the meeting, shall be given to each Director by delivering notice, by electronic mail (herein generally called “e-mail”), not more than 20 but at least 5 days before the time set for such meeting. If e-mailed, such notice shall be deemed to be delivered when sent to the director at the Director's e-mail address as it appears on the records of the Corporation. Notice may be waived in writing by any Director attending a meeting, and the waiver shall appear in the minutes of the meetings.

Section 7. Quorum. A majority of the number of Directors fixed pursuant to these By-Laws shall constitute a quorum for the transaction of business. The act of the 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 proportion is required by the law, the Articles of Incorporation, or these By-Laws.

Section 8. Adjournment. Any meeting of the Board of Directors, whether regular or special, and whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Directors present. Notice of the time and place of an adjourned meeting need not be given to absent Directors if said time and place are fixed at the meeting adjourned. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting adjourned.

Section 9. Committees. The Board of Directors or the President may authorize, and appoint or remove members (whether or not members of the Board of Directors) of, standing and/or temporary committees to consider appropriate matters, make reports to the President and/or Board of Directors, and fulfill such other functions as may be designated. The designation of such standing and/or temporary committees, and the members thereof shall be recorded in the minutes of the Board of Directors.
 

Article 4 — Officers

Section 1. Officers. The Corporation shall have five (5) principal officers: a President, two Vice-Presidents, a Secretary, and a Treasurer, and such assistant officers as the Directors may from time to time elect. Any two or more of said offices may be held by the same person, except the offices of President and Vice-President, and President and Secretary.

Section 2. Election. The officers of the Corporation shall be chosen annually by the Directors at their annual meeting, and each officer shall hold office for a term of one year and until such officer's successor shall have been duly elected and qualified, or until such officer's death, resignation, or removal.

Section 3. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the Secretary or the Board of Directors as the case may be, and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 4. Removal. Any officer may be removed from office by the action of the Board of Directors in the same manner as the election.

Section 5. Vacancies. A vacancy occurring in any office, for any reason, may be filled for the unexpired portion of the term of said office by the Board of Directors.

Section 6. President. The President shall be the chief executive officer of the Corporation and shall have such duties, responsibilities, and powers as may be necessary to carry out the directions and policies of the Board of Directors or prescribed in these By-Laws or otherwise delegated by the Board of Directors and shall at all times be subject to the policies, control, and direction of the Board of Directors. The President may sign and execute, in the name of the Corporation, any instrument or document consistent with the foregoing general delegation of authority or any other instrument or document specifically authorized by the Board of Directors, except when the signing and execution thereof shall have been expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation; provided, that neither the President nor any other officer may sign any deed or instrument of conveyance or endorse any security or execute any checks, drafts, or other orders for payment of money, notes, acceptances, or other evidence of indebtedness without the specific authority of the Board of Directors pursuant to Article V below. The President shall preside at all meetings of the Board of Directors, appoint all committees, and approve all expenditures.

Section 7. Vice-President. In the absence or disability of the President, either 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 on the President. He or she shall have such powers and perform such other duties as may be prescribed from time to time by the President or the Board of Directors.

Section 8. Secretary. The Secretary shall:
(a) Keep the original or a copy of its Articles of Incorporation and these By-Laws, as amended or otherwise altered to date; a book of minutes of all meetings of the Board of Directors and committees thereof, with the time and place of holding, whether regular or special and, if special, how authorized, the notice thereof given, and the names of those present at the meetings; and all records of the corporation.

(b) Give all notices in accordance with the provisions of these By-Laws or as required by law.

(c) Assist in handling all correspondence.

(d) In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 9. Treasurer. The Treasurer shall perform or have performed under the Treasurer's direction the following functions:
(a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

(b) Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, and surplus.

(c) Render interim statements of the condition of the finances of the Corporation to the Board of Directors upon request, and render a full financial report at the annual meeting of the Board of Directors.

(d) Receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever.

(e) In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors.

 

Article 5 — Instruments: Bank Accounts; Checks and Drafts; Loans, Securities

Section 1. Execution of Instruments. Except as in these By-Laws otherwise provided, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances. Except as so authorized, or as in these By-Laws otherwise expressly provided, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement nor to pledge its credit nor to render it liable for any purpose in any amount.

Section 2. Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies, or other depositories as may be selected by the Board or by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors. The Board of Directors may make such rules and regulations with respect to said bank accounts, not inconsistent with the provisions of these By-Laws, as the Board may deem expedient.

Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation, and in such manner, as shall be determined from time to time by resolution of the Board of Directors.

Section 4. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans may be made to any Officer or Director of the Corporation, directly or indirectly, except that reasonable advances of reimbursable expenses may be made in the discretion of the President or, in the case of the President, as determined by the Board of Directors.

Section 5. Sale of Securities. The Board of Directors may authorize and empower any officer or officers to sell, assign, pledge, or hypothecate any and all shares of stock, bonds or securities, or interest on stocks, bonds or securities, owned or held by this Corporation at any time, including without limitation because of enumeration, deposit certificates for stock and warrants or rights which entitle the holder thereof to subscribe for shares of stock, and to make and execute to the purchaser or purchasers, pledge or pledges, on behalf and in the name of this Corporation, and assignment of bonds or stock certificates representing shares of stock owned or held by this Corporation, and any deposit certificates for stock, and any certificates representing any rights to subscribe for shares of stock.
 

Article 6 — Miscellaneous

Article 7 — Amendment

These By-Laws may be amended at any time by a vote of two-thirds of the Directors then in office at a meeting duty called for that purpose.