An Illinois Not-for-Profit Corporation By-Laws
Adopted October 23, 1980 (Last Revised: March 14, 2009)
ARTICLE ONE: AREA OF SERVICE
The area served by the Association is bounded by Lake Michigan, Halsted Street, Diversey Parkway, and Fullerton Parkway.
ARTICLE TWO: PURPOSES
The purposes of the Association are to promote the social welfare and education, and to preserve the residential character of the area, by: - Improving the quality of education in schools attended by children living in Park West;
- Combating neighborhood crime;
- Eliminating and preventing violations of the City building code and zoning ordinance;
- Preventing proposed land uses which would result in excessive density or otherwise adversely affect the neighborhood;
- Improving parks, playgrounds, parkways, traffic/parking conditions, public transportation, sanitation, and neighborhood environment/aesthetics;
- Making financial contributions to charitable and educational organizations whose activities benefit the area; and
- Holding meetings for public discussion, forums, panels, and lectures.
The Association shall not adopt any practice, policy or procedure which would result in discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status, or source of income.
ARTICLE THREE: MEMBERSHIP - Classes of Members. The Association shall have 5 classes of Members. The designation of such class and qualifications of the Members of such class shall be as follows:
- Class A Members - Individual Membership. Membership shall be open to any individual at least 18 years of age who subscribes to the purposes of the Association.
- Class B Members - Household Membership. Membership shall be open to any household whose members subscribe to the purposes of the Association.
- Class C Members - Senior Citizens. Membership shall be open to any individual who is a senior citizen who subscribes to the purposes of the Association.
- Class D Members - Not-for-Profit Organizational Membership. Any organization or institution shall be eligible for membership if it subscribes to the purposes of the Association.
- Class E Members - For Profit Business Membership. A business shall be eligible for membership if it subscribes to the purposes of the Association.
- Class F Members - A member that would otherwise fit the definition of a Class A, B, or C member but who lives outsude the Area of Service and is currently a Class I Director, or Class II director or is on the ballot as a Class I Director and the Annual Election of Class I Directors or proposed to the class I Directors as a Class II Director. There may be up to four (4) Directors on the PWCA Board who do not live within the Area orf Service; these four Directors may be Class I I Directors or Class II Directors or a combination of Class I or Class II Directors.
- Admission to Membership. An individual, household, senior citizen, organization or business shall become a Member of the Association by tendering their name or names to the Membership Chair or the Corresponding Secretary and upon payment of the appropriate dues.
- Dues. Dues will be determined by the Board of Directors on an annual basis. The Board may provide different dues for different classes of membership.
- Resignation. Any Member may resign by filing a written resignation with the Corresponding Secretary.
- No Membership Certificates. No membership certificates of the Association shall be required.
ARTICLE FOUR: MEETINGS OF MEMBERS
- Mandatory Meetings. Meetings of the Members of the Association will be held in June or July each year. Other meetings, if needed, will be held at time and places designted by the Directors.
- Special Meetings. Special Meetings of Members may be called by the President or a majority of the Board of Directors. In addition, any twenty-five (25) voting Members, upon written petition delivered to the President, in person or to him or her residence, may call a meeting of Members, provided that written notice by given at least fifteen (15) days prior to the date of such meeting (at least twenty five (25) days if the purpose is the removal of one or more of the Class One Directors, a merger, consolidation, dissolution or sale, lease or exchange of assets) specifying a time, date, and place which shall be reasonable, and further specifying the purpose of such a meeting.
- Voting. Each Class A, Class B or Class C Member who resides or owns real property in and each Class D or Class E Member that is located in the area served by the Association, and each Class F member in each case whose dues are paid at least thirty (30) days prior to any meeting, shall be entitled to one vote on each matter submitted to a vote of the Members; provided, however, that Members, other that Class One Directors, shall have no vote in the election of Class Two Directors. Each member over 18 years of age of a household which is a Class B Member shall be entitled to one vote on each matter with respect to which Class B Members are entitled to vote. Each Class D or Class E Member's one vote may be cast by a representative of such organization, institution or business. No person shall be permitted to vote in more than one capacity at any one meeting. No proxies shall be honored.
- Quorum. The voting Members present at any time during a meeting shall constitute a quorum.
- Notice. Written notice stating 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 five (20 in the case of a removal of one or more of the Class One Directors, a merger, consolidation, dissolution or sale, lease or exchange of assets) nor more than 60 days before the date of such meeting. In case of a meeting other than an annual meeting or when required by statute or by the By-Laws, the purpose for which the meeting is called shall by stated in the notice. If mailed, the notice of a 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 Association, with postage thereon prepaid.
ARTICLE FIVE: OFFICERS AND DIRECTORS
- Officers. Officers of the Association are:
- President
- First Vice President
- Second Vice President
- Treasurer
- Recording Secretary
- Corresponding Secretary
- Class One Directors. Class One Directors shall consist of nine Members including the six officers and three additional Directors at Large, all to be elected by the Members at the annual meeting. No person shall be eligible for the re-election to the same officer position for more than six consecutive one-year terms. Upon the presentation of the slate by the Nominating Committee, additional nominations from the floor are in order. Upon the request of any Member, voting shall be by secret ballot. Vacancies occurring in any Class One directorship during the year may be filled by the vote of the remaining Class One Directors.
- Class Two Directors. Class Two Directors shall consist of not less than seven and not more than twelve Members nominated by the President and elected by the Class One Directors. Class One and Class Two Directors may serve as chairs of committees, including the Fundraiser Chair.
- Major Fundraiser Chair. Before or during November of each year, the Major Fundraiser Chair for the following year shall be appointed by the President from among Directors, or shall be nominated by the President for election as a Class Two Director. The Major Fundraiser Chair shall serve from the date of his or her selection until a successor has been selected. If desirable, one or more Major Fundraiser Co-Chairs may be nominated by the President for election as Class Two Directors.
ARTICLE SIX: MEETINGS OF DIRECTORS
- Meetings. Meetings of the Board of Directors shall be on notice by the President, or by the Corresponding Secretary at the direction of the President. The President shall give such notice whenever one-third of the Directors have delivered to the President, or to his or her residence, a petition, calling for a meeting of the Board, specifying a date, time and place which shall be reasonable.
- Quorum. One-third of the members of the Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors; provided that if less than a quorum is present at any such meeting, a majority of the Directors present, or the sole Director present, may adjourn the meeting to another time without further notice.
- Manner of Acting. The act of a majority of the Directors present at a duly called 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 the law, the articles of incorporation or the By-Laws. No Director may act by proxy on any matter.
- Informal Action. Any action which is required by law or the articles of incorporation or these By-Laws to be taken at a meeting of the Board of Directors, or any other action 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 taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the Directors shall have the same force and effect as a unanimous vote of the Board of Directors, and may be stated as such in any certificate or document reflecting the action taken.
- Removal. Failure of any Class Two Directors to attend three meetings of the Board of Directors in any one year, without good and sufficient excuse, shall be cause for dismissal of that person from the Board for the remainder of that year, which dismissal may be accomplished by the affirmative vote of two-thirds of the Class One Directors. Class One Directors may be removed, with or without cause, only as provided by law.
ARTICLE SEVEN: COMMITTEES
- General. There shall be a Nominating Committee, a Fundraiser Executive Committee, and such other committees as the Directors may establish.
- Nominating Committee. The Nominating Committee shall consist of three Directors (but not the President) chosen by the President and approved by the majority of the Class One Directors. The Nominating Committee shall select one of its members to serve as its Chair, and to present a slate of Class One Directors to the Members, for election by the Members at the Annual Meeting.
- Major Fundraiser Executive Committee. The Major Fundraiser Executive Committee shall consist of the current Fundraiser Chair and not less than two other persons appointed each year by the President from among those who have previously served as Major Fundraiser Chair or who are familiar with the Major Fundraiser by virtue of having done considerable work on the Fair in capacities other than Chair. The Committee shall be chaired by the President or by the current Major Fundraiser Chair. It shall be the responsibility of the Committee to recommend to the President a person who will serve as Major Fundraiser Chair for the following year, to make recommendations to the Directors of Major Fundraiser policy matters, and to advise the new Major Fundraiser Chair. Upon selection of a new Major Fundraiser Chair, his or her predecessor shall remain a member of the Committee.
- Committee Chairs. The chairs of other committees shall be appointed by the President, and if not then Directors, may be nominated by the President for election as Class Two Directors.
ARTICLE EIGHT: INDEMNIFICATION
The Association shall have the power to indemnify and hold harmless any director, officer, employee or agent of the Association from any suit, damage, claim, judgment, or liability arising out of or asserted to arise out of, conduct of such person in his or her capacity as a director, officer or agent (except in cases involving willful misconduct) to the fullest extent permitted by the General Not For Profit Corporation Act of 1986 of the State of Illinois. The Association may purchase or procure insurance for such purposes.
ARTICLE NINE: POLITICAL ACTIVITY
The Association shall not engage in electoral political activities, including the endorsement of candidates for public office. Any Director who becomes a candidate for any elected public office shall first resign as a Director of the Association. No Director shall use his or her affiliation with the Association in any way, including for identification purposes, to promote the candidacy of a person running for elected public office. The President of the Association shall refrain from endorsing any candidate for state or local public office who is to be elected from an area which includes any portion of the area served by the Association.
ARTICLE TEN: AMENDMENTS
These By-Laws may be amended by vote of two-thirds of the Members present at any meeting of Members, provided that written notice of any proposed amendment shall have been given to the Members no less than ten (10) days before the meeting at which the proposed amendment is presented for adoption.
ARTICLE ELEVEN: PARLIAMENTARY AUTHORITY
Except as otherwise provided by these By-Laws, all proceedings of the Association shall be governed by the rules contained in Robert's Rules of Order, as revised from time to time, if the presiding officer thereof so determines. | |
