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Line 160: − + + + + + + + − In order to be eligible to be nominated, a person must be a Member in good standing for the five (5) consecutive months prior to the date of the election in question, and shall not have reached the term limit for holding office on the Board of Directors or the position for which they are nominated. Any member has the right to nominate any eligible person for office. Members have the right to nominate themselves. Potential officers may be nominated by any Member at least one week prior to the Annual Meeting. Once a candidate is nominated, only that candidate can remove their name from consideration. If no person is nominated to run for an office, nominations for that position may be made at the Annual Meeting, in person, before the vote. The Officers shall be elected at the Annual Meeting, from the pool of nominated officers, by the Membership to hold office for one-year, beginning January 1 of the year following their election, and until their successors have taken office , or until their death, resignation or removal. The vote for each officer position shall be a separate distinct vote. The candidate with the most votes shall hold the office. In the event of a tie, the incumbent Secretary shall choose the candidate to hold the office. If the tie is for the office of Secretary the incumbent vice president shall choose the candidate to hold the office . If no one is nominated for an office at the time of the vote at the Annual Meeting, then the holder of such position shall choose a successor, or if unwilling or unable, the incoming Board of Directors shall appoint a Member to such office by majority vote. No member may hold the same office more than three consecutive full terms, and no member can serve on the Board of Directors for more than five consecutive full terms. No members can accept a nomination for more than one position in any single election term. No two offices may be held by the same person. − − === Officers. === − − The Officers of the Corporation (each an “Officer,” collectively the “Officers”) shall consist of a President, a Vice President, a Secretary, a Treasurer, a Chief Technology Officer, a Director of Public Relations and such other officers as the Board of Directors may authorize. Additional officers shall be authorized by a Vote of the Board of Directors at any regular board meeting. − − === No Compensation. === − − No Officer shall be compensated monetarily for their work as an Officer, although the Corporation may provide insurance and indemnity as permitted by Illinois law and Article VIII below. A Work in Lieu of Dues waiver for services to the Corporation shall not be considered compensation. − − === President. === − − The President shall be the principal executive officer of the Corporation. − − ==== Powers of the President. ==== − − The President shall call to order and preside at all meetings of the Membership and the Board of Directors. Subject to the directions of the Board of Directors, the President shall in general supervise and control the business and affairs of the Corporation and shall perform all duties incident to the office of President and such other duties as may be assigned to them by the Board of Directors, including (i) setting the agenda for all meetings and (ii) actively seeking new officers, directors and members for the Corporation. The President is encouraged to seek additional financial resources for use by the Corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute documents and other contracts requiring signature of the Corporation. The President shall have general superintendence of all other officers of the Corporation and shall see that their duties are properly performed. The President shall from time to time report to the Board of Directors and to the Members all matters within their knowledge which the interests of the Corporation may require to be brought to their notice and shall perform such other duties as the Board of Directors may assign. The President shall manage the Corporation and perform all of their duties in a fiscally responsible manner. The President shall, in conjunction with the Secretary, file all required reports and statements with all necessary government entities, including but not limited to the Illinois Secretary of State, the Internal Revenue Service and such other governmental agencies as applicable. The President shall represent the Corporation at all times during their tenure and is empowered as such to do whatever is reasonably necessary to increase the community’s awareness of the Corporation and its goals in a positive manner. The President shall strive in good faith to attend the annual meeting in person. − − ==== Contractual Authorization. ==== − − The President is only authorized to enter into contracts where no reasonably known liability or financial commitment is assumed by the Corporation beyond $1,000. Agreements which include a clause placing risk on the organization such as fines for breach of contract or claims to property as recourse, for example, must first be authorized by a vote of the Board or Members. Upon entering into a contract on behalf of the Corporation, the President shall promptly notify the Membership and make a signed copy available for review. Where no Membership authorization is required, the President is encouraged to consult with the Membership on such matters. − − === Vice President. === − − 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. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President and shall immediately notify the President when acting in such capacity as well as what action was taken and the purpose thereof. The Vice President shall perform such duties as the Board of Directors or the President may assign from time to time. The Vice President is responsible for enforcing the rules of meeting procedure. The Vice President shall perform all of their duties in a fiscally responsible manner. The Vice President shall strive in good faith to attend the annual meeting in person. − − === Treasurer. === − − The Treasurer shall keep full and correct account of receipts and disbursements, including expenses, expenditures and moneys raised, in the books belonging to the Corporation, shall collect all Dues from Members, shall make all necessary payments to maintain any space leased by the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such banks of deposit as may be designated by the Board of Directors. The Treasurer shall establish bank account(s) and provide bank statement reports to the Board of Directors at all Board meetings. The Treasurer shall provide bank statement reports to any Member upon request. The Treasurer shall help to raise funds to serve the purposes of the Corporation, and the Treasurer shall dispose of funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, whenever they may require it of them , an account of all their transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall accurately report the financial condition of the Corporation to the IRS as required by law. The Treasurer shall perform such duties as the Board of Directors may assign. The Treasurer shall manage the Corporation and perform all of their duties in a fiscally responsible manner. The Treasurer shall strive to abide by any lawful policies enacted by the Board of Directors on financial openness, transparency and reporting. The Membership is encouraged to advise the Board on said policies. The Treasurer shall strive in good faith to attend the annual meeting in person. − − === Secretary. === − − The Secretary shall act as Secretary of the Board of Directors, shall give, or cause to be given, notice of all meetings of the Board of Directors and the Membership, unless notice thereof be waived, shall supervise the custody of all records and reports and shall be responsible for the keeping and reporting of adequate records of all meetings of the Board of Directors as required by law and these Bylaws. Prior to any meeting of the Board of Directors, the Secretary shall distribute to each Director a copy of the agenda for such meeting and the records of the meeting immediately preceding such meeting. The Secretary shall make all records and minutes of all meetings available to the Membership via online archived files. The Secretary shall make available minutes of the previous meeting in person at Board of Directors Meetings and placing the minutes online before such meeting shall satisfy this requirement. The Secretary shall, in conjunction with the President, file all required reports and statements with all necessary government entities, including but not limited to the Illinois Secretary of State, the Internal Revenue Service and such other governmental agencies as applicable. The Secretary shall perform such duties as the Board of Directors may assign from time to time. The Secretary shall manage the Corporation and perform all of their duties in a fiscally responsible manner. The Secretary shall strive in good faith to attend the annual meeting in person. − − === Chief Technical Officer. === − − The Chief Technical Officer (the “CTO”) shall manage and maintain the Corporation’s technological infrastructure as needed by the Corporation. The CTO shall maintain any website of the Corporation and the Corporation’s internal network. The CTO shall perform such duties as the Board of Directors may assign from time to time. The CTO shall manage the Corporation and perform all of his or her duties in a fiscally responsible manner. The CTO shall provide to the Board upon request all passwords, source code, and any other information the Board may deem necessary to insure continuity in operation of the Corporation’s data infrastructure. The CTO shall secure ownership by and for the corporation of any software licenses, cloud accounts, connectivity, hosted services, and other forms of information technology that comprise the corporation’s infrastructure. The CTO shall strive in good faith to attend the annual meeting in person. − − === Director of Public Relations. === − − The Director of Public Relations (the “PR Director”) shall make the public aware of the purposes of the Corporation through community outreach, shall monitor marketing efforts, and shall serve as the primary point of contact for all media inquiries. The PR Director is responsible for working with the Board of Directors and the Members to coordinate strategic public relations campaigns to promote the organization. The PR Director shall be responsible for the content of all official press releases and announcements, and will work to develop communications strategies that advance the organization’s goals. The PR Director shall be responsible for ensuring that the Corporation’s events are appropriately publicized through a variety of media outlets by managing the promotion process and delegating tasks as necessary. The PR Director, if so directed by the Board, will also coordinate the development of a comprehensive fundraising strategy for the organization, including recruiting, building and maintaining long-term relationships with donors and potential donors, and working with the Membership to focus effort on the most appropriate fundraising activities with the highest chance of success. In all capacities, the PR Director is focused on raising awareness of the organization and its work at both a local and national level. The PR Director shall perform such duties as the Board of Directors may assign from time to time. The PR Director shall manage the Corporation and perform all of his or her duties in a fiscally responsible manner. The PR Director shall strive in good faith to attend the annual meeting in person. − − === Resignation. === − − Any Officer may resign at any time by giving written notice to the President, the Secretary or the Board of Directors of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. − − === Removal. === − − Any of the Officers of the Corporation may be removed by a vote of the Members, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create any contract rights. − − === Vacancies. === − − Any vacancy in any office because of death, resignation, removal, disqualification or any other cause, may be filled by temporary appointment by a majority vote of the Board of Directors, and shall be filled for the remainder of the term by a majority vote of the Members at a Regular or Special Meeting as if they were voting at the Annual Meeting. Such vote to fill a vacant position shall occur within sixty (60) days of the office becoming vacant with the nomination period for that position opening three (3) weeks prior to the vote and closing one (1) week prior to the vote. A vote by the Members to fill a vacancy shall end the temporary term of an officer appointed by the Board of Directors. −
→ARTICLE V - FIDUCIARY DUTIES
== ARTICLE V - FIDUCIARY DUTIES==
== ARTICLE V - FIDUCIARY DUTIES==
=== Eligibility, Designation, Nomination, Election and Term of Office. ===
Directors and Officers ultimately hold full non-delegable responsibility for the Corporation’s actions and well-being. Directors and Officers are legally required to fulfill the following fiduciary duties to the Corporation:
===Duty of Diligence.===
Directors and Officers are required to carry out their board responsibilities with careful attentiveness and dedication – attending meetings, actively participating in board deliberations, seeking outside counsel and guidance as appropriate; and ensuring that all state and federal taxes, registrations, returns, and other financial reports required under applicable laws are timely filed.
===Duty of Loyalty.===
Directors and Officers must always act in the best interests of the Corporation. This applies to not only decisions that involve their own personal or business loyalties, but also those of other key employees, directors, and officers involved in the Corporation. Directors shall comply at all times with the Conflicts of Interest Policy in Section [II.6###] above; and shall refrain from making non-program loans, gifts, or advances to any person, except as permitted under the Act.
===Duty of Obedience.===
Directors and Officers are required to ensure that the Corporation’s activities adhere and conform to the purposes set forth in the Corporation’s purpose statement at Section [I.1###] above; and to utilize the assets of the Corporation for the best interest of the Corporation’s beneficiaries. They are to avoid wasting charitable assets. This includes, but is not limited to incurring penalties, fines, and unnecessary taxes.
== ARTICLE VI - BOARD OF DIRECTORS ==
== ARTICLE VI - BOARD OF DIRECTORS ==