BY-LAWS OF GREAT LAKES CONGRESS, INC.
The name of this organization shall be GREAT LAKES CONGRESS, INC.
This Foundation is organized exclusively for one or more of the purposes designated in Section 501(c) (3) of the Internal Revenue Code, including the following:
a. To promote and encourage interest in the study of horses and hobby of model horses;
b. To assist in establishing competitive displays of model horses;
c. To foster and provide legal education concerning horses and model horses;
d. To provide instruction, training or other educational opportunities to individuals for the purpose of improving or developing their capabilities regarding model horse judging skills;
e. To encourage the appreciation of equestrian art;
f. To carry out any general charitable purpose as provided in Section 501 (c) (3) of the Internal Revenue Code; and
g. To acquire, preserve and exhibit rare books and documents, subjects of art and items of historical interest concerning horses, model horses and competition among model horse enthusiasts.
The Foundation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the state. The principal office of the Foundation shall be located at 579 Kingston Drive, Geneva, Illinois, or such other place as may hereinafter be determined by the Board of Directors of this Foundation.
Section 1. Net earnings. NO part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, it’s members, trustees, officers, other private persons or the immediate family members of any of the foregoing, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this policy.
Section 2. Classes of Members. The Foundation shall have two classes of members. The designation of such classes and the qualification and rights of the members of each such class shall be as follows:
(a) A. Adult Members. Any person 18 years and over who pays dues established by the Board of Directors. All adult members shall have all the rights and privileges of membership in the Foundation, including the right to vote and to hold office.
(b) Youth Members. Any person 17 years and under who pays dues established by the Board of Directors. All youth members shall have the rights and privileges of membership in the Foundation, except for the opportunity to hold office.
Section 3. Renewal of Membership. Any renewing member has until March 1 of the new membership year to renew their membership dues. After March 1, membership privileges will automatically expire for any member with lapsed dues.
Board of Directors
Section 1. General Powers. The business of the Foundation shall be managed by the Board of Directors. No director shall receive compensation for his or her services to the Foundation.
Section 2. Number. The Foundation Board of Directors shall have seven (7) directors, four of whom are the President, Vice-President, Secretary and Treasurer.
Section 3. Classification and Tenure. The non-officer directors shall be divided into three (3) classes who with the four officer-directors shall constitute the Board. The term of office of the first class shall expire one (1) year after the initial election. The term of office of the second class shall expire two (2) years after the initial election, and the term of office of the third class shall expire three (3) years after the initial election. At each succeeding annual election, the non-officer directors elected shall be chosen for a full term of three (3) years to succeed those whose terms expire. A director shall remain in office until a successor is elected and duly qualified.
Section 4. Qualification. Each of the directors shall be a dues paying member of the Foundation.
Section 5. Meetings.
(a) Annual Meeting. The members and Board of Directors shall hold an annual meeting in January of each calendar year. In the event no meeting is held on the date established, the President shall select another date and give notice to all members in the manner of giving notice for a special meeting. The Board of Directors and officers shall be elected at the annual meeting by the dues paying members.
(b) Regular Meeting. The Board of Directors may be resolution fix time and place of regular meetings in addition to the annual meeting.
(c) Special Meetings. Special meetings of the members or Board of Directors may be called by the President or by any two (2) directors of the Foundation; such call shall be in writing signed by the President or the directors calling the same and shall specify the time, place and purpose of such proposed meeting and shall be filed with the Secretary. Notice of such meeting shall be given verbally or mailed to each director at his or her regular place of business or residence at least five (5) days prior to said meeting.
(d) Presiding Office. The President, or the Vice President in his absence, shall preside at all meetings of the members or Board of Directors, but he shall vote only where the By-Laws require more than a majority vote, or in the event of a tie, or when one-half (1/2) of the members or Board of Directors, as the case may be, voted in favor of a resolution or motion, even though there is no tie vote.
(e) Quorum. Four (4) members for a meeting of the Members and Four (4) directors shall constitute a quorum for the transaction of the Foundation’s annual meeting of members of for the transaction of business by the Board of Directors, as the case may be. Except for procedural motions or as otherwise provided herin, all actions of the Board shall require the affirmative vote of at least fifty-one (51%) of the directors present.
(f) Rules. The following Rules shall govern the conduct of all meetings of the Board of Directors, unless the same shall be temporarily suspended by unanimous consent:
Rule 1. Presiding Officer: At all meetings of the Board of Directors, upon the appearance of a quorum, the Board shall be called to order by the President taking the chair, if present, or by the Vice-President, if the President should be absent. The members or Board, as the case shall be, shall then proceed to business which shall be conducted as provided for in these By-Laws. In the event that neither the President nor Vice-President is present, a Chairman pro tem shall be elected by a majority of the members or Board members present, as the case may be.
Rule 2. Maintenance of Order: The President shall preserve order and declare all questions of order and procedure.
Rule 3. Voting: When a question is stated from the Chair, every Board member present, except the President, shall vote thereon, unless excused by a majority vote of all Board members present. The President shall vote as provided for in
Section 5(d) hereof.
Rule 4. Repeal of Rules: These Rules shall not be repealed or amended, unless by vote of more than five (5) or more of the Board members.
Rule 5. Roll Call Vote: Yea and Nay votes of each director present shall be recorded on all motions to create any liability against the Foundation, or for the expenditure of its money, and in all other cases, at the require of any director.
Rule 6. Robert’s Rules to Apply: In all matters not particularly specified in the above Rules and not regulated by the statutes of the State of Illinois, Robert’s Rules of Order shall govern the proceedings of the members of Board of Directors.
Section 6. Resignation and Removal of Directors. A director may resign at any time upon written notice to the Board of Directors. A director may be removed with or without cause, as specified by statute.
Section 7. Informal Action by Directors. The authority of the Board of Directors may be exercised without a meeting if a consent in writing, setting forth the action, taken is signed by all of the directors entitled to vote.
Section 8. Presumption of Assent. A director of the Foundation who is present at a meeting of the Board of Directors at which action on any matter relation to the Foundation is taken shall be conclusively presumed to have assented to the action taken, unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the Secretary of the Foundation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 1. Standing Committees. The Foundation shall have four (4) Standing Committees: (i) Finance Committee; (ii) Auditing Committee; (iii) Election and Nomination Committee; (iv) Membership and Program Committee.
The Board, by resolution, shall establish such additional standing committees, commissions or advisory bodies as my be deemed necessary and appropriate for the efficient functioning of the Board. A Chairman of each standing committee shall be appointed by President and approved by the Board. A Chairman of each standing committee shall be appointed by President and approved by the Board. Such Chairman shall have authority to appoint additional members to that committee. Each standing committee shall have as a member at least one (1) member of the Board. Each committee may conduct meetings. All committees, unless otherwise directed, shall report to the President. Only decisions made by the Board will be binding on the Foundation.
Section 2. Special Committee. Special committees may be established to serve specific purposes. The President may form special committees as the need arises and appoint the Chairman of the special committee. Special committees shall report to the President. Not reports or action of any special committee shall bind the Foundation.
Section 3. Term of Office. Each member of a committee shall serve until his successor is appointed, or until the work is terminated. Any member of a committee may be removed with or without cause in a manner similar to that provided by law for the removal of a director.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments mad in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided by the Board of Directors, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt Rules for its own government not inconsistent with these By-Laws or with the Rules adopted by the Board of Directors.
Section 1. Officers. The Officers of the Foundation shall be the President, one or more Vice-President(s), a Secretary, and a Treasurer. The Board of Directors may appoint such other officers as it shall deem desirable, such officers to have the authority and person the duties prescribed from time to time by the Board of Directors. Any officer may not hold two (2) or more offices at any time. An officer shall remain in office until a successor has been elected and duly qualified.
Section 2. The President.
(a) Election: The President shall be elected for a term of one (1) year or until his/her successor is elected.
(b) Resignation: The President may resign by submitting his/her resignation to the Secretary of the Foundation. The resignation shall be effective when a successor President is duly appointed and qualified. A director may resign as President and still remain as a director of the Foundation is separately elected as a director.
(c) Removal: The Board of Directors, by majority vote, may remove the President from that office whenever, in its judgment, the best interest of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The removal shall be effective only after service on the person holding this office, by United States mail, return receipt required, of a copy of the written statement of the reasons for this removal and an opportunity to be heard by the full Board in person or by counsel for his own defense upon not less than ten (10) days’ notice. IN case of abandonment of his office, or in case of death, conviction of a felony or removal from office, or in the event he should not be a duly appointed and qualified member of the Board of Directors of the Foundation, his office shall become vacant.
(d) Duties: The President shall be the principal officer of the Foundation and shall, in general, supervise and control the affairs of this Foundation. The President shall preside at all meetings of the Board of Directors; the President may sign with the secretary, or any other proper officers of the Foundation, any Contracts, Notes 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 the statutes of the State of Illinois, to some other officer of agent of the Foundation; and, in general, the President shall perform all duties incident to the office of President. The President shall be an ex officio member of all committees.
(e) Appointment of Successor: A successor President shall be selected to serve for the unexpired term of the President by majority vote of the Board of Directors as soon as a vacancy occurs in that office.
Section 3. The Vice President.
(a) Election, Resignation and Removal: A Vice-President shall be elected, submit his resignation or be removed in the same manner as the President.
(b) Duties: The Vice-President shall have such duties as may be prescribed the By-Laws, Rules or Regulations of the Foundation, except as otherwise provided by statute or provided herein, or as directed by the President, provided such are not inconsistent with the statutes of the State of Illinois, or the By-Laws, Rules or Regulations of the Foundation. 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 on the President.
Section 4. Secretary.
(a) Election, Resignation and Removal: The Secretary shall be elected, submit his resignation or be removed in the same manner as the President.
(b) Duties: The Secretary shall attend all meetings of the Board, shall be the custodian of all books and records of the Foundation, except as otherwise provided by statute or provided herein, and shall have such duties as prescribed by the statutes of the State of Illinois and provided for by these By-Laws and resolution of the Foundation, provided such are not inconsistent with the statutes of the State of Illinois or the By-Laws, Rules or Regulations of the Foundation. The Secretary shall report to the Board of Directors.
Section 5. Treasurer.
(a) Election, Resignation and Removal: The Treasurer shall be elected, submit his resignation or be removed in the same manner as the President.
(b) Duties: The Treasurer shall be the legal custodian of all funds of the Foundation, shall manage funds as directed by the Board of Directors and the statutes of the State of Illinois, and shall maintain complete records of account of such funds. The Treasurer shall have such other duties as are prescribed by the statutes of the State of Illinois and provided for by Rule or resolution of the Foundation, providing such are not inconsistent with the statutes of the State of Illinois. The Treasurer shall report to the Board of Directors. Before entering upon the his duties, the Treasurer shall execute a bond conditioned upon faithful performance of the Treasurer’s duties, and if required by the Board of Directors, the Treasurer shall provide a bond with corporate sureties approved by the Board of Directors in such amounts as the Board of Directors shall direct. The Bond shall be payable to the Foundation, conditioned upon the faithful performance of the Treasurer of the duties of his office and the payment of all monies received by him according to law and the orders of this Board.
Section 6. Vacancies. A vacancy in any office, except the President, because of death, resignation, removal, disqualifications or otherwise, may be filled by the President, upon approval of the Board of Directors, for the unexpired term, if any.
Books and Records
Section 1. Records. The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and its committees. All books and records of the Foundation may be inspected by any member of the Board of Directors or his agent or attorney for any proper purpose at any reasonable time.
Section 2. Minutes. The Secretary shall keep the minutes of the proceedings of the Board. Within no more than sixty (60) days after each meeting of the Board, the secretary shall supply to each Board member at his residence or business address a typewritten copy of the minutes.
Section 3. Fiscal year. The fiscal year of the Foundation shall be fixed by resolution of the Board of Directors.
Section 4. Report and Financial Statements. As soon after the end of each fiscal year as may be expedient, the Treasurer shall cause to be prepared a complete and detailed audited Report and Financial Statement of the operations and assets and liabilities of the Foundation and submit these to the Board. If required by the Board of Directors, the audit shall be made of the books and records by an independent auditing firm. Thereafter, the Board shall consider this Report and prepare and cause the Report to be printed as soon as is expedient, which shall be a complete and detailed Report and Financial Statement of its operations and of its assets and liabilities. The Board shall make available a sufficient number of copies of such printed Report for distribution to interested persons, upon their request.
Contracts, Checks, Deposits, and Funds
Section 1. Contracts. The Board of Directors may authorize and officer or officers agent or agents of the Foundation, in addition to the officers so authorized by these By-laws, to enter into and such authority may be general or confined to specific instances.
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 Foundation, shall be signed by such officer or officers, agent or agents of the Foundation 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 instrument shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice-President of the Foundation.
Section 3. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation.
All proceeds from the activities of the Foundation shall be used by the Foundation to pay current operating expenses and to advance the cause of the Foundation. In no event shall any proceeds of the Foundation be paid or given to any member, trustee, officer or other private person.
The Board of Directors shall provide a Corporate Seal which shall be in the form of a circle and shall have inscribed thereon the name of the Foundation and the words “Corporate Seal, Illinois”.
Waiver of Notice
Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the By-laws of the Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a waiver of notice, unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
Indemnification of Directors Officers, Employees and Agents
Section 1. Indemnification in Actions Other than by or in the Right of the Foundation. The Foundation may indemnify any person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by of in the fight of the Foundation) by reason of the fact that such person is or was a director, officer, employee or agent of the Foundation, or who is or was serving at the request of the foundation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he of she reasonably believed to be in, or not opposed to, the best interests of the Foundation, and with respect to any criminal action or proceeding, has reasonable cause to believe that his conduct was unlawful.
Section 2. Indemnification in Actions by or in the Right of the Foundation. The Foundation may indemnify any person, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a director, officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonable believed to be in or not opposed to the best interest of the Foundation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Foundation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 3. Right to Payment of Expenses. To the extent that a director, officer, or agent of the Foundation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referrred to in Section 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person relating to the defense.
Section 4. Determination of Conduct. Any indemnification under Sections 1 and 2 shall be made by the Foundation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, a quorum of disinterested directors may direct the Foundation to hire independent legal counsel who by a written opinion shall determine if indemnity is appropriate.
Section 5. Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Foundation as authorized in the article.
Section 6. Indemnification Not Exclusive. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 7. Insurance. The Foundation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation 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 Foundation would have the power to indemnify such person against such liability under the provisions of these sections.
Section 8. References to Corporation. For purposes of the Article, references to “the Foundation” shall include GREAT LAKES CONGRESS, INC., any surviving or merging corporation, including any corporation having merged with a merging corporation, absorbed in a merger which if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises, shall stand in the same position under the provisions of the Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.
Section 9. Other References. For purposes of the Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Foundation” shall include any service as a director, officer, employee, or agent of the Foundation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to any employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she resonably believed to be in the best interests of the participants and beneficiaries of an emplyee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Foundation” as referred to in the Article.
Amendments to By-Laws and Articles of Incorporation.
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Members at any annual meeting of the Members or at any special meeting of the Members, provided that at least fifteen (15) days’ written notice of the meeting and written copies of the proposed changes are given to the Members, and, provided, further, that the Board of Directors have adopted a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of Members entitled to vote on amendments.
The Articles of Incorporation of the Foundation may be altered, amended, or repealed at a regular or special meeting of the Members, as specified in the preceding paragraph, upon receiving the vote of a two-thirds (2/3) majority of the Members at an annual or special meeting called for that purpose and voted either in person or by proxy where a quorum is present, and , provided, further, that the Board of Directors have adopted a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of Members entitled to vote on amendments.
Last updated on March 3rd, 2007