BY-LAWS OF 1911 CLUB, INCORPORATED1
ARTICLE I: Corporate Name and Purpose
Section 1.Corporate Name. The name of the corporation, as incorporated and existing under and by virtue of the Illinois General Not for Profit Corporation Act of 1986, as from time to time amended (hereinafter referred to as the “Act”), shall be “1911 Club, Incorporated” (hereinafter referred to as the “Corporation”).
Section 2. Purpose. The Corporation is organized exclusively for social, charitable, and educational purposes and to engage in such other activities which are exclusively in furtherance of these purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”). Within the foregoing, the Corporation is primarily organized to maintain and operate the Corporation’s club facilities located in Elmhurst, Illinois.
ARTICLE II: Registered Office and Registered Agent
SECTION 1. The registered office and registered agent of this corporation shall be as stated in its articles of incorporation, subject to change in the manner prescribed by the General Not for Profit Corporation Act.
ARTICLE III: Membership
SECTION 1. Members in good standing of Father McDonald Council No.1911, Knights of Columbus, shall automatically be members of the Corporation, and shall have equal rights and privileges.
SECTION 2. Upon death, suspension, resignation, withdrawal, expulsion or transfer of a member from Father McDonald Council No.1911, Knights of Columbus shall also terminate his membership in this Corporation, and all of his rights, title or interest in the club or its property and effects shall cease and be at an end.
ARTICLE IV: Meetings of Members
SECTION 1. Annual Meetings. An annual meeting of the Members shall be held during the month of September at a time and place as shall be fixed by the Board of Directors.
SECTION 2. Special Meetings. Special meetings of the Members may be called by the Chair of the Board, President or by a majority of the Members of the Board directors, or by any Fifteen (15) Members of the club in good standing.
SECTION 3. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered not less than five nor more than 40 days before the date of the meeting, either personally or by email or by public posting on the web-site and public posting in hall or at the direction of the president, or the secretary, or an officer , when calling the meeting, to each member entitled to vote a such meeting. If mailed or emailed, such notice shall be deemed to be delivered when deposited in the United State mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid, or electronically delivered when sent to the latest email address recorded by the secretary.
SECTION 4. Quorum. Fifteen (15) of the members of the club in good standing shall constitute a quorum at a meeting of Members. The vote of a majority of those present and voting at a meeting shall be required for the adoption of any matter voted upon by the Members. There shall be no votes by proxies.
ARTICLE V: Board of Directors
SECTION 1. General Powers and Duties of Directors. The property, business and affairs of the Corporation shall be managed solely by or under the direction of its Board of Directors, and the Board of Directors may exercise all such powers of the Corporation as are by law, by the Articles of Incorporation or by these By-Laws directed or required to be exercised by the Board of Directors.
SECTION 2. Numbers, Election and Terms of Office of Directors. The number of Directors constituting the entire Board of Directors shall be not less than five (5) nor more than nine (9). The Board of Directors shall consist of the Grand Knight of the Father McDonald Council No.1911, Knights of Columbus, one or two previous Grand Knights and three (3) to six (6) Members at large. The number of directors shall be established by resolution of the Board of Directors within the foregoing range. Each Director shall be elected at the regular annual meeting of the Members for a three (3)year term. Each Director shall hold office until the regular annual meeting of the Members when his term expires or until his successor shall have been duly elected and qualified or until his death, removal or resignation. All Directors shall be elected on a staggered schedule with no more than one third of the current number of Directors subject to election at each regular annual meeting.
SECTION 3. General Powers and Duties of the Board. The board of Directors shall be charged with full responsibility and authority for regulating and managing the affairs and property of the Corporation, and is hereby empowered to adopt resolutions, make rules and take actions that may be necessary or expedient with law, the corporation's articles of incorporation, these By-Laws, or the by-laws of Father McDonald Council No.1911, Knights of Columbus.
SECTION 4. Chair of the Board. The Chair of the Board, subject to the direction and control of the Board, shall be the chief policy officer of the Board and shall have all the duties which that position would customarily require, including chairing all meetings of the Board and all other duties assigned by these bylaws or by Board resolution. The Chair shall have authority to convene meetings, to make committee appointments and to take all other actions consistent with the Chair’s responsibility. The Chair cannot be the President or an Officer as provided for in Article VI.
SECTION 5. Regular Meetings. An annual meeting of the Board of Directors shall be held during the month of October at a time and place as shall be fixed by the Board of Directors. Additional regular meetings of the Board of Directors shall be held at times and places as shall be fixed by the Board of Directors.
SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chair of the Board, President or by Three (3) Directors.
SECTION 7. Quorum and Manner of Acting. At all meetings of the Board of Directors, three fifths of the total number of Directors shall constitute a quorum for the transaction of business, provided that if fewer than three fifths (3/5) of the Directors are present, a majority of the Directors present may adjourn the meeting to another time without further notice. The affirmative votes of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the affirmative vote of a greater number is required by law or these By-Laws.
SECTION 8. Informal Action by Directors. Any action which is required to be taken, or which may be taken, at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors then in office. Such consent shall have the same force and effect as a unanimous vote of all the Directors.
SECTION 9. Participation by Technology. Any member of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Members of the Board of Directors may consent to any action to which their written consent is required by use of facsimile machine, electronic mail or other method of electronic signature, providing that any Director so doing shall, within 15 days, cause such Director’s actual writing to be delivered to the Secretary of the Corporation.
SECTION 10. Reimbursement and Compensation. Directors shall not receive any compensation for their services as a Director of the Corporation. The Directors may receive reimbursement for out-of-pocket expenses reasonably incurred in the discharge of their duties as Directors
ARTICLE VI: Officers of the Club
SECTION 1. Officers. The Board of Directors shall be the officers of this Corporation which will consist of a president, vice president, secretary, treasurer and Directors at large. Officers will elected for one (1) terms by majority vote of the members present and voting at the annual Members meeting of the Corporation. Officers shall take office at the next regular monthly meeting of the Board of Directors and shall hold office for one (1) or until their successors are duly elected and qualified.
SECTION 2. Nominations. On or before the September meeting of each year, the president shall appoint a nominating committee of five(5) members, three of whom shall be directors, and two(2) of whom shall be members of the club at large and not officers or directors, It shall be the duty of this committee to nominate one or more candidates for each office to be filled by election at the annual meeting, Nominations may also be made from the floor at the annual meeting, but to be valid any such nomination must be with the expressed consent of the candidate so nominated. Consent may be given in person at the annual meeting, but must be in writing to the Secretary of the club if the candidate concerned is not present at the annual meeting.
SECTION 3. Vacancies. If an office becomes vacant due to death, resignation, removal or any other cause, the Board of Directors shall elect a successor to hold that office until the next regular election of officers.
SECTION 4. Removal of Officers. Any officer may be removed by a majority vote of the members present and voting at a special meeting called in accordance with the provisions of Article V, Section 5 of these By-Laws.
ARTICLE VII: Duties of Officers
SECTION 1. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of directors. He may sign, with the secretary or another proper officer of the corporation authorized by the Board of Directors and the current Grand Knight or his designate (3)any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties
Incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. He shall be an ex-officio member of all committees.
SECTION 2. Vice President. 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. The vice president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. The vice president shall also be an ex officio member of all committees.
SECTION 3. Secretary. The Secretary shall attend all meetings of the Board of Directors and record, or cause to be recorded, all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings and special meetings of the Board of Directors, be custodian of the corporate records of the Corporation, and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chair of the Board or the President.
SECTION 4 Treasurer. Subject to the order of the Board, the Treasurer shall have the custody of the Corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all Corporate transactions and of the financial condition of the Corporation.
SECTION 5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the corporation, or who is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against liability under the provisions of this Article VII.
ARTICLE VIII: 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 two or more directors, which committees, to the extent provided in said resolution, 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 management of the corporation may be designated by a resolution adopted by a majority of the directors in office. Except as otherwise provided in such resolution, members of each committee shall be members of the corporation and the president of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
SECTION 3. Tenure and Vacancies. Members of Committees appointed pursuant to this Article shall serve for one year and until their successors have been appointed, unless prior thereto the committee is dissolved by the Board of Directors by resolution, or a member’s service is sooner terminated by resignation, inability or unwillingness to serve, death, or removal by the Board. Vacancies on any committee shall be filled by the President for the unexpired portion of the term.
SECTION 4. Committee Meetings. The President shall designate one of the members of each committee as its chairperson. The chairperson shall preside at meetings of the committee. In the absence of the chairperson, the committee members present shall appoint one of their number as a temporary chairperson. Notice of the time and place of meetings of committees shall be given to committee members at least two days in advance of the meeting, but such notice may be waived in writing or by attendance at the meeting. Members of the committee may participate in and act at any meeting through use of telephone or other technology as provided in Article V of these By-Laws.
SECTION 5. Quorum. Unless otherwise provided by the Board of Directors, a majority of the committee shall constitute a quorum. If a quorum is not present at a meeting, a majority of the members present may adjourn the meeting to another time without further notice.
ARTICLE IX: Miscellaneous
SECTION 1. Loans. No loans shall be contracted on behalf of the Corporation except by the authority of the Board of Directors.
SECTION 2. Contracts. The Board of Directors may authorize any one or more Officers of the Corporation, or any one or more of its agents, 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.
SECTION 3. Conflicts of Interest. The Board of Directors may adopt a conflicts of interest policy which shall be applicable to the Directors, Officers and employees of the Corporation.
SECTION 4. Checks, Drafts. All checks, drafts, or other orders for the payment of money by 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, or by an Officer or Officers of the Corporation designated by the Board to make such determination.
SECTION 5. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors or such Officer or Officers designated by the Board may select.
SECTION 6. Books, Records, and Minutes. The Corporation shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board. All such books, records, and minutes shall be kept at the principal office of the Corporation, and may be inspected by any Director entitled to vote, or that Director’s agent or attorney, for any proper purpose at any reasonable time.
SECTION 7. Gifts. The Board of Directors, the Chair of the Board, the President, the Treasurer, and any standing or special committee designated by the Board to have such authority may accept on behalf of the Corporation any grant, contribution, gift, bequest, or devise offered to the Corporation.
SECTION 8. Fiscal Year. For accounting and related purposes, the fiscal year of the Corporation shall begin on the first day of December and end on the last day of November in each year.
SECTION 9. Amendment of By-Laws. These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by resolution of the Board of Directors of the Corporation at any time or from time to time by an affirmative vote of at least a two-thirds (2/3) majority of the Directors then in office
ARTICLE X: Waiver of Notice
SECTION 1. Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois under the provisions of the article of incorporation or the By-Laws of the corporation a waiver thereof in writing signed by the person or persona entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice
ARTICLE XI: Dissolution
SECTION 1. In the event of dissolution of the corporation, voluntary or by action of law or applicable statute of the State of Illinois, all assets remaining after all debts are paid shall belong to Father McDonald Council No.1911, Knights of Columbus. Nothing herein shall be construed to place any liability on this corporation or said council.