BY-LAWS
OF NORTH-END SQUARE
NEIGHBORHOOD
ASSOCIATION INC.
ARTICLE
I
OFFICES
The corporation shall maintain in the
State of Illinois a registered office and a registered agent at such office.
ARTICLE
II
Section
1. One Class.
The corporation shall have one class of membership.
Section
2. Eligibility.
Membership is opened to the residents of
North End Square Neighborhood Association living in the area bounded by
the north side of Fulton on the North, and the north side of Auburn on the
South, the west side of Main on the East, and the west side of Ridge on the
West. A member is one who pay
annual dues to the organization.
Section
3. Admission to Membership.
Any person of legal age owning residential property or residing in the
aforesaid area shall be a member of the Association.
Any person of legal age including those owning residential property or
residing in the aforesaid area shall be admitted to formal membership upon the
payment of dues then required for membership.
Upon the payment of said dues, the name of such person and/or resident
shall be forthwith entered upon the formal membership rolls.
Section
4. Termination of Membership.
The Board of Directors, by a majority vote of those present at any
regularly constituted meeting, may terminate the membership of any member who
becomes ineligible for membership or who shall be in default in the payment of
dues for more than thirty days from the beginning of the period for which such
dues become payable.
Section
5. Resignation.
Any member may resign by filing a written resignation with the Secretary,
but such resignation shall not relieve the member so resigning of any obligation
to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section
6. Reinstatement.
Upon request a former member shall be reinstated to membership upon the
payment of then current dues.
Section
7. Voting Rights.
Each member shall be entitled to one vote on each matter submitted to a
vote of the members.
Section
8. Transfer of Membership.
Membership in this corporation is not transferable or assignable.
ARTICLE
III
MEETINGS
OF MEMBERS
Section
1. Annual Meetings.
An annual meeting of the members shall be held at 7:00 o’clock P.M. on
the 2nd Thursday of December of each year for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If such day were a legal holiday, the meeting shall be held at the same
hour on the succeeding business day.
Section
2. Special Meetings.
Special meetings of the members may be called by the president, the board
of directors, or not less than one-tenth of the members having voting rights.
Section
3. Place of Meeting.
The board of directors shall designate the place of meeting for any
annual meeting or for any special meeting called by the board of director.
Section
4. Notice of Meetings.
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 four or more than forty days before the date of such meeting.
In case of a special meeting, or when required by statute or by these
by-laws, the purpose for which the meeting is called shall be 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 address as it appears on the records of the
corporation, with postage thereon prepaid.
Publication of notice in the corporation’s monthly newsletter shall be
considered sufficient notice.
Section
5. Informal Action by Members.
Any action required to be taken at a meeting of the members of the
corporation, or any other action which may be taken at a meeting of members, may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the members entitled to vote with respect to
the subject matter thereof.
Section
6. Quorum.
Fifteen (15) members shall constitute a quorum at such meeting.
If a quorum is not present at any meeting of members, a majority of the
members present may adjourn the meeting at any time without further notice.
At any adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the original meeting;
withdrawal of members from any meeting shall not cause failure of a duly
constituted quorum at that meeting.
ARTICLE
IV
BOARD
OF DIRECTORS
Section
1. General Powers.
The affairs of the corporation shall be managed by its Board of
Directors. The Board shall
establish and maintain the corporate and legal existence of the Association.
Section
2. Number, Tenure, and
Qualifications. The number of
directors shall be at least the five officers identified in Article V, Section
1. Directors shall serve until the
next annual meting, or until their successors shall have been elected and
qualified. Directors must be
members in the corporation in good standing. The number of directors may be changed from time to time by
amendment to this section.
Section
3. Regular Meeting.
A regular annual meeting of the Board of Directors shall be held without
other notice than these by-laws, immediately after, and at the same place as the
annual meeting of members. The
Board of Directors may provide by resolution the time and place for the holding
of additional regular meetings of the Board without other notice than such
resolution. The Board of Directors
shall hold a minimum of six meeting a year unless a majority of the Board votes
otherwise.
Section
4. Special meetings.
Special meetings of the Board of directors may be called by or at the
request of the President, the Secretary or any (5) directors.
The person or persons authorized to call special meetings of the Board
may fix any place as the place for holding any special meeting of the Board
called by them.
Section
5. Notice.
Notice of any special meeting of the Board of Directors shall be given at
least five (5) days previously thereto by written notice to each Director at his
address as shown by the records of the corporation.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail in a sealed envelope so addressed, with postage thereon
prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Notice
of any special meeting of the Board of Directors may be waived in writing signed
by the person or persons entitled to the notice either before or after the time
of the meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board need be specified in the notice or waiver of notice of such meeting,
unless specifically required by law or by these by-laws.
Section
6. Quorum.
A majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the board.
A member must be present to vote.
Section
7. Manner of Acting.
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 statute, these by-laws, or the articles of
incorporation.
Section
8. Vacancies.
Any vacancy occurring in the Board of Directors or any Directorship to be
filled by reason of an increase in the number of Directors shall be filled by
the Board of Directors. A Director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office.
Section
9. Compensation.
Directors shall not receive any compensation for their services as
Director.
Section
10. Nominating Committee.
The President of the corporation shall appoint a Nominating Committee
consisting of five members not less than sixty (60) days before each annual
meeting. The Committee shall select
a Chairman from among its members. The
Committee shall recommend a slate of Directors to be submitted to a vote of the
members at the Annual Meeting. The
slate of recommended candidates for Directorship, together with a brief
biographical sketch, and the address of each candidate shall be delivered to
each member at least five (5) days prior to the Annual Meeting.
ARTICLE
V
OFFICERS
Section
1. Officers.
The officers of the corporation shall be President, Vice President,
Treasurer, Secretary, and Newsletter Editor.
Officers whose authority and duties are not prescribed in these by-laws
shall have the authority and perform the duties prescribed, from time to time,
by the Board of Directors. Any two
or more offices may be held by the same person, except the offices of President
and Secretary. Up to four Directors
may be elected at large to complete the Board.
Section
2. Election and Term of Office.
The officers of the corporation shall be elected annually by the general
membership at the regular annual meeting of the general membership.
If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting
of the Board of Directors. Each
officer shall hold office for a period of one year or until his successor has
been duly elected or until he shall resign or shall have been removed in the
manner hereinafter provided. Each
officer must be a member in good standing.
Each officer is a director.
Section
3. Removal.
Any officer elected or appointed by the Board of Directors may be removed
by the Board of Directors whenever such officer ceases to be a member in good
standing or whenever in its judgment the best interest of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section
4. President.
The President shall be the principal executive officer of the
corporation. Subject to the
direction and control of the Board of Directors, the President shall be in
charge of the business and affairs of the corporation; shall see that the
resolutions and directives of the Board of Directors are carried into effect
except in those instances in which that responsibility is assigned to some other
person by the Board of Directors; and, in general, shall discharge all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors. The
President shall preside at all meetings of the members and of the Board of
Directors. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the corporation or a different mode of execution is
expressly prescribed by the Board of Directors of these By-Laws, the President
may execute for the corporation any contracts, deeds, mortgages, bonds, or other
instruments which the Board of Directors has authorized to be executed, and may
accomplish such execution individually or with the Secretary, any other officer
thereunto authorized by the Board of Directors, according to the requirements of
the form of the instrument. The
President may vote all securities which the corporation is entitled to vote
except as and to the extent such authority shall be vested in a different
officer or agent of the corporation by the Board of Directors.
Section
5. Vice-President.
The Vice-President shall assist the President in the discharge of the
duties of the President as directed and shall perform such other duties as from
time to time may be assigned by the President or by the Board of Directors.
In the absence of the President or in the event of his inability or
refusal to act, the 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 upon the President. Except in those instances in which authority to execute is
expressly delegated to another officer or agent of the corporation or a
different mode of execution is expressly prescribed by the Board of Directors or
these By-Laws, the Vice-President may execute for the corporation any contracts,
deeds, mortgages, bonds or other instruments which the Board of Directors has
authorized to be executed, and may accomplish such execution either individually
or with the Secretary or any other officer thereunto authorized by the Board of
Directors, according to the requirements of the form of the instrument.
Section 6.
Treasurer. The Treasurer
shall be the principal accounting and financial officer of the corporation.
He shall: (a) have charge of and be responsible for the maintenance of
adequate books of accounting for the corporation; (b) have charge and custody of
all funds and securities of the corporation, and be responsible therefore, and
for the receipt and disbursement thereof; and (c) perform all the duties
incident to the office of treasurer and such other duties as from time to time
any be assigned to him by the President or by the Board of Directors.
Section
7. Secretary.
The Secretary shall record the minutes of the meetings of the Members and
of the Board of Directors in one or more books provided for that purpose; see
that all notices are duly given in accordance with the provisions of these
By-Laws or as required by law; be custodian of the corporate records; keep a
register of the post office address of each member which shall be furnished to
the Secretary by such member; and perform all duties incident to the office of
Secretary and such other duties as form time to time may be assigned to him by
the President or by the Board of Directors.
Section
8. Newsletter Editor.
The Newsletter Editor shall perform and supervise the performance of all
duties necessary to publish the corporation’s newsletter, including, but not
limited to advertisement sales, publishing and printing, and distribution.
ARTICLES
VI
COMMITTEES
Section
1. Committees of Directors.
The Board of Directors, by resolution adopted by a majority of the
Directors in office, may designate one or more committees, each of which shall
consist of one or more Directors. Committees
to the extent provided in said resolution and not restricted by law, shall have
and exercise the authority of the Board of Directors in the management of the
corporation; but the designation of such committees and the delegation thereto
of authority shall not operate to relieve the Board of Directors, or any
individual director, of any responsibility imposed upon it or him by law.
Section
2. Other Committees.
Other committees not having and exercising the authority of the Board of
Directors in the corporation may be designated by a resolution adopted by a
majority of the Directors present at a meeting at which a quorum is present.
Except as otherwise provided in such resolution, members of each such
committee shall be Members of the corporation, and the President of the
corporation shall appoint the members thereof.
The person thereof may remove any member or persons authorized to appoint
such member whenever in their judgment the best interest of the corporation
shall be served by such removal. Standing
committees shall be Property, Membership, Beautification, Works and Fundraising.
Section
3. Term of Office. Each member of a
committee shall continue as such until his successor is appointed unless the
committee shall be sooner terminated, or unless such member is removed from such
committee or unless such member shall cease to quality as a member thereof.
Section
4. Chairman.
One member of each committee shall be appointed chairman.
Section
5. Vacancies.
Vacancies in the membership of any committee may be filled by appointment
made in the same manner as provided in the case of the original appointments.
Section
6. Quorum.
Unless otherwise provided in the resolution of the board of Directors
designating a committee, a majority of the whole committee shall constitute a
quorum. The act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
Section
7, Rules. Each committee may adopt
rules for its own government not inconsistent with these By-Laws or with rules
adopted by the Board of Directors.
ARTICLE
VII
CONTRACTS,
CHECKS, DEPOSITS AND FUNDS
Section
1. Contracts.
The Board of Directors may authorize any officer or officers, agent or
agents of the corporation, in addition to the officers so authorized by these
by-laws, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation and such authority may be general or
confined to specific instances. However,
no contract or obligation exceeding five hundred dollars ($500.00) shall be
entered into, or assured by the corporation without a majority vote of the
general membership at a regular or special meeting. The Board is exempted from
this provision in the case of obligating funds that are “fenced” for a
specific purpose (e.g., grant funds received for a specific beautification
project).
Section
2. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes 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 from time to time be determined by resolution of the Board
of Directors. In the absence of
such determination by the Board of Directors, such instruments shall be signed
by the Treasurer and countersigned by the President or Vice-President of the
corporation.
Section
3. Deposits.
All funds of the corporation shall be deposited from time to time to the
credit of the corporation in such banks, trust companies, or other depositaries
as the Board of Directors may select.
Section
4. Gifts.
The board of Directors may accept on behalf of the corporation any
contribution, gift, bequest or, devised for the general purposes or for any
special purpose of the corporation.
ARTICLE
VIII
BOOKS
AND RECORDS
The
corporation shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its members, Board of Directors
and committees having any of the authority of the Board of Directors, and shall
keep at the registered or principal office a record giving the names and
addresses of the members entitled to vote.
All books and records of the corporation may be inspected by any member,
or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE
IX
FISCAL
YEAR
The
fiscal year of the corporation shall be the calendar year.
ARTICLE
X
DUES
Section
1. Annual Dues.
The board of Directors may determine from time to time the amount of
annual dues payable to the corporation by Members.
Section
2. Payment of Dues.
Dues shall be payable in advance on the first day of each fiscal year.
Dues of a new member during the fiscal year shall be the full amount of
the annual dues and shall not be prorated.
Section
3. Default and Termination of
Membership. When any member shall
be in default in the payment of dues for a period of thirty days from the
beginning of the fiscal year, his membership may thereupon be terminated by the
Board of Directors in the manner provided in Article II of these By-Laws
ARTICLE
XI
AMENDMENTS