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Line 170: − === Fiduciary Duties. ===+ − − Directors ultimately hold full non-delegable responsibility for the Corporation’s actions and well-being. Directors are legally required to fulfill the following fiduciary duties to the Corporation: − − ==== Duty of Diligence. ==== − − Directors 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 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 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. − − − + + − === Number, Eligibility, Nomination, Election and Term of Office. ===+ − + − The Board of Directors will be comprised of the Officers of the Corporation and a number of At-Large Directors. The number of positions shall be determined by three-fourths (¾) supermajority vote of the Board of Directors, at a regular meeting of the directors. There shall be no less than seven (7) and no more than twelve (12) members of the Board of Directors. Eligibility and nomination for At-Large Directors shall be the same as that as for Officers, as set forth in Section [V.1]. At-Large Directors shall be elected at the Annual Meeting, from members nominated for at-large director positions, 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. No member may hold the position of At-Large Director more than three consecutive full terms in a row. The following procedures shall be followed with regards to the number of candidates that accept nominations for At-Large Director: − − ==== Candidates more than Positions. ==== − − If there is number of candidates greater than available positions, the election for At-Large Directors shall be combined, each member being entitled to the number of votes equal to the number of positions, which shall not both be cast for the same candidate. The at-large director candidates who receive the highest vote counts shall hold positions on the Board of Directors. In the event of a tie, the incumbent Secretary shall choose the candidate to take the position. − − ==== Candidates equal to Positions. ==== − − If there is a number of candidates equal to the available number of positions for At-Large Directors in advance of the Annual Meeting, these candidates shall run unopposed, a vote for At-Large Directors at the Annual Meeting shall not take place, and all shall hold positions on the Board of Directors. − − ==== Candidates fewer than Positions. ==== − − − − === No Compensation. === − − No Director shall be compensated monetarily for their work as a Director, although the Corporation may provide insurance and indemnity as permitted by Illinois law. A waiver of Dues in return for services to the Corporation shall not be considered compensation. − − === Resignations. === − − Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect when the notice is delivered unless the notice specifies a future date; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Resignations of Officers as set forth in Vacancies[V.10] above or removal of Officers as set forth in Removal and Dismissal [V.9] above shall simultaneously act as resignations of such Officer’s Director position under this Section. − − === Vacancies. === − − Any At-Large Director vacancy because of death, resignation, removal, disqualification or any other cause, occurring in the Board of Directors shall be filled for the remainder of the term by a majority vote of the Members at an Annual, Regular or Special Meeting. Nominations for candidates to fill the At-Large Director vacancy shall open when the At-Large Director vacates the office, and remains open for two weeks. Members shall elect the replacement At-Large Director among the candidates who have been nominated and who have accepted their nominations, using the procedures set forth herein. Each At-Large Director elected to fill a vacancy shall hold office until the next Annual Meeting. − − === Vote of the Board of Directors. === + + + + + + + + + + + + + + + + + + − + − + − + − + − + − + − + − + − + − + − + − + − + − + − + − − − − ==== Special Meetings. ==== − − All of the Directors shall strive in good faith to attend Special Meetings in person. After considering the availability of the Directors, the Board of Directors shall provide by resolution the time and place, either within or without the State of Illinois, for the holding of Special Meetings, of either the Members or of solely the Board of Directors. Records and reports of the Special Meetings shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each Special Meeting and make such minutes available to the Membership via online archived files. − − − + + + + + + + + + + − ==== Quorum. ==== − − A majority of the Directors shall constitute a quorum for the transaction of business at any meeting or vote of the Board of Directors. If less than a majority of the directors are present, no action shall be taken except to adjourn the meeting to another time without further notice. 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 law, the Articles of Incorporation of the Corporation or these Bylaws. − − ==== Participation at Meetings by Conference Telephone. ==== − − Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence at the meeting of the person or persons so participating. Directors shall strive in good faith to attend all Board of Directors meetings in person. − − ==== Informal Action. ==== − − Any action required to or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the Directors. The Secretary of the Corporation shall archive such consent as he or she would for any other Board of Directors meeting, including making such consent available to the Membership via online archived files. − − === Removal and Dismissal. === − − Any of the At-Large Directors may be removed by a vote of the Membership, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an At-Large Director shall not of itself create any contract rights. − − === Interested Directors. === − − The presence of an interested Director, as defined by the Conflicts of Interest Policy [II.6], or of a Director who is otherwise not disinterested may be counted in determining whether a quorum of the Board of Directors or a committee of the Board is present but may not be counted when action is taken on the transaction. Such interested Director shall voluntarily excuse themselves from the discussions on such transaction.
→ARTICLE VI - BOARD OF DIRECTORS
== ARTICLE VI - BOARD OF DIRECTORS ==
== ARTICLE VI - BOARD OF DIRECTORS ==
===General Powers and Duties.===
=== General Powers and Duties. ===
The property, business and affairs of the Corporation, including oversight of its Officers, shall be managed by its Board of Directors (the “Board,” each individual member a “Director”).
The property, business and affairs of the Corporation, including oversight of its Officers, shall be managed by its Board of Directors (the “Board,” each individual member a “Director”).
====Number, Eligibility, Nomination, Election and Term of Office.====
The Board of Directors (“Board”) will be comprised of Directors-at-Large and the following Officers: President, Vice President, and Secretary (“Members of the Board”) . The number of positions shall be determined by three-fourths (¾) supermajority vote of the Board of Directors, at a regular meeting of the directors. There shall be no less than seven (7) and no more than twelve (12) members of the Board of Directors.
In order to be eligible to be nominated for the Board of Directors, 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 a position. Members have the right to nominate themselves. Potential Board Members 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. No members can accept a nomination for more than one position in any single election term. If no person is nominated to run for a position, nominations for that position may be made at the Annual Meeting, in person, before the vote. If no one is nominated for a position 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 position by majority vote.
If fewer candidates are nominated than there are positions for At-Large Director in advance of the Annual Meeting, the nominated candidates shall run unopposed. Nominations for candidates to fill the unfilled seats shall be accepted at the Annual Meeting, and an election shall follow. If no one accepts the nomination at the Annual Meeting, then the position shall be filled as set forth in Vacancies [V.10].
The members of the Board shall be elected at the Annual Meeting, from the pool of nominated candidates, by the Membership to hold the position 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.
No member may hold the same position on the Board more than three consecutive full terms, and no member can serve on the Board for more than five consecutive full terms. No two positions may be held by the same person.
===Director-at-Large Elections===
The following procedures shall be followed with regards to the number of candidates that accept nominations for Director-at-Large positions:
====Candidates more than Positions.====
If the number of candidates is greater than available positions, the election for Directors-At-Large shall be combined, with each member of the organization being entitled to the number of votes equal to the number of positions, which shall not both be cast for the same candidate. The director candidates who receive the highest vote counts shall hold positions on the Board of Directors. In the event of a tie, the incumbent Secretary shall choose the candidate to take the position.
====Candidates equal to Positions.====
If there is a number of candidates equal to the available number of positions for Directors in advance of the Annual Meeting, these candidates shall run unopposed, a vote for Directors at the Annual Meeting shall not take place, and all shall hold positions on the Board of Directors.
====Candidates fewer than Positions.====
If fewer candidates are nominated than there are positions for Directors in advance of the Annual Meeting, the nominated candidates shall run unopposed. Nominations for candidates to fill the unfilled seats shall be accepted at the Annual Meeting, and an election shall follow. If no one accepts the nomination at the Annual Meeting, then the position shall be filled as set forth in Vacancies [###V.10].
===No Compensation.===
No Director shall be compensated monetarily for their work as a Director, although the Corporation may provide insurance and indemnity as permitted by Illinois law. A waiver of Dues in return for services to the Corporation shall not be considered compensation.
===Resignations.===
Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect when the notice is delivered unless the notice specifies a future date; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Resignations of Officers as set forth in Vacancies[###V.10] or removal of Officers as set forth in Removal and Dismissal [###V.9] shall simultaneously act as resignations of such Officer’s Director position under this Section.
===Vacancies.===
Any At-Large Director vacancy because of death, resignation, removal, disqualification or any other cause, occurring in the Board of Directors shall be filled for the remainder of the term by a majority vote of the Members at an Annual, Regular or Special Meeting. Nominations for candidates to fill the Director vacancy shall open when the Director vacates the office, and remains open for two weeks. Members shall elect the replacement Director among the candidates who have been nominated and who have accepted their nominations, using the procedures set forth herein. Each Director elected to fill a vacancy shall hold office until the next Annual Meeting.
===Vote of the Board of Directors.===
The following issues may be decided by vote at a meeting of the Board of Directors:
The following issues may be decided by vote at a meeting of the Board of Directors:
#Courses of action which shall be necessary and proper and to fulfill the fiduciary duties of the Directors [###VI.1]
# Courses of action which shall be necessary and proper and to fulfill the fiduciary duties of the Directors [VI.1]
#Authorizing the use of funds from the Corporation’s general fund for regular expenses in the ordinary course of business to keep the Corporation operating and to fulfill the organization’s mission.
# Authorizing the use of funds from the Corporation’s general fund for regular expenses in the ordinary course of business to keep the Corporation operating and to fulfill the organization’s mission.
#Authorizing the use of funds from the Corporation’s general fund to obtain professional advice and services for the management of the Corporation or the fulfillment of its mission.
# Authorizing the use of funds from the Corporation’s general fund to obtain professional advice and services for the management of the Corporation or the fulfillment of its mission.
#Authorizing the use of funds donated for a specified purpose.
# Authorizing the use of funds donated for a specified purpose.
#Creating, modifying, and revoking policies regarding legal, contractual, non-profit, and insurance-related issues.
# Creating, modifying, and revoking policies regarding legal, contractual, non-profit, and insurance-related issues.
#Fulfilling any obligations to ensure the health of the organization.
# Fulfilling any obligations to ensure the health of the organization.
#Authorizing the use of funds from the Corporation's general fund, and creating, modifying, and revoking policies, regarding health and safety in the Corporation's Workspace.
# Authorizing the use of funds from the Corporation's general fund, and creating, modifying, and revoking policies, regarding health and safety in the Corporation's Workspace.
#Authorizing any other actions by the Corporation as allowed by law and necessary to ensure the continuity of the Corporation and the fulfillment of its mission.
# Authorizing any other actions by the Corporation as allowed by law and necessary to ensure the continuity of the Corporation and the fulfillment of its mission.
===Meetings.===
====Annual Meetings.====
=== Meetings. ===
All members of the Board of Directors and Officers shall strive in good faith to attend the Annual Meeting in person. The Annual Meeting of the Board of Directors shall take place in conjunction with the Annual Meeting of the Members. Records and reports of the Annual Meeting shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each annual meeting and make such minutes available to the Membership via online archived files.
====Regular Meetings and Special Meetings.====
Annual Meetings. All of the Directors shall strive in good faith to attend the Annual Meeting in person. The Annual Meeting of the Board of Directors shall take place in conjunction with the Annual Meeting of the Members. Records and reports of the Annual Meeting shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each annual meeting and make such minutes available to the Membership via online archived files.
All members of the Board of Directors shall strive in good faith to attend both the Regular Meetings of the Board of Directors, and Special Meetings in person. After considering the availability of the Directors, the Board of Directors shall provide by resolution the time and place, either within or without the State of Illinois, for the holding of both the Regular Meetings and Special Meetings. Records and reports of both the Regular Meetings and Special Meetings shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each Regular Meeting and Special Meeting and make such minutes available to the Membership via online archived files.
==== Regular Meetings. ====
====Notice of Meetings.====
All of the Directors shall strive in good faith to attend the Regular Meetings of the Board of Directors in person. After considering the availability of the Directors, the Board of Directors shall provide by resolution the time and place, either within or without the State of Illinois, for the holding of the Regular Meetings. Records and reports of the Regular Meetings shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each regular meeting and make such minutes available to the Membership via online archived files.
==== Notice of Meetings. ====
Board Meetings shall occur on the first and third Tuesday at the Corporation’s premises, to the extent practicable, or at some other time and place, either within or without the State of Illinois, as provided by resolution of the Board of Directors. If a Board Meeting will take place at another time or location, all Directors and Members will receive written notice not less than five (5) days in advance, if practicable. All Board Meetings, including those not held in conjunction with Membership Meetings, are open to all Members except in extraordinary circumstances.
Board Meetings shall occur on the first and third Tuesday at the Corporation’s premises, to the extent practicable, or at some other time and place, either within or without the State of Illinois, as provided by resolution of the Board of Directors. If a Board Meeting will take place at another time or location, all Directors and Members will receive written notice not less than five (5) days in advance, if practicable. All Board Meetings, including those not held in conjunction with Membership Meetings, are open to all Members except in extraordinary circumstances.
====Quorum.====
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting or vote of the Board of Directors. If less than a majority of the Board of Directors are present, no action shall be taken except to adjourn the meeting to another time without further notice. The act of a majority of the Board of 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 law, the Articles of Incorporation of the Corporation, or these Bylaws.
Participation at Meetings by Conference Telephone.====
====Members of the Board of Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence at the meeting of the person or persons so participating. Members of the Board of Directors shall strive in good faith to attend all meetings of the Board of Directors in person.
====Informal Action.====
Any action required to or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors. The Secretary of the Corporation shall archive such consent as he or she would for any other Board of Directors meeting, including making such consent available to the Membership via online archived files.
===Removal and Dismissal.===
Any of the members of the Board of Directors may be removed by an affirmative ⅔ supermajority vote of the members present and voted, either in person or by proxy. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of the Board shall not of itself create any contract rights.
===Interested Members of the Board.===
The presence of a Member of the Board, who has a vested interest or a conflict of interest, as defined by the Conflicts of Interest Policy [II.6###], may be counted in determining whether a quorum of the Board of Directors (or a committee of the Board) is present but may not be counted when action is taken on the transaction. Such interested Members of the Board shall voluntarily excuse themselves from the discussions on such transactions.
== ARTICLE VII - OFFICERS ==
== ARTICLE VII - OFFICERS ==