BYLAWS
OF
NEXT ROCKFORD NFP, INC.
(Revised June 2007)
ARTICLE I
Name and Purposes
Section 1. Name
The Corporation shall be known as Next Rockford NFP, Inc., an Illinois not-for-profit corporation (hereinafter the "Corporation").
Section 2. Purposes
The purposes for which the Corporation is organized are: To facilitate the economic, revitalization of Rockford and encourage the development of Rockford as the cultural, educational, and commercial center for the region.
To do and engage in any and all lawful activities that may be incidental or reasonably related to any of the foregoing purposes, and in furtherance of the foregoing purposes to have and exercise all other powers and authority now or hereafter conferred upon not-for-profit corporations under the laws of the State of Illinois.
Notwithstanding the foregoing or any other provision of these Bylaws:
(a) This Corporation is organized and shall be operated exclusively for the charitable purposes described above and no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth above.
(b) The Corporation shall not carry on any propaganda or otherwise attempt to influence legislation and shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.
(c) The Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or the corresponding provision of any future United States internal revenue statute or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future United States internal revenue statute.
(d) The Corporation may not be controlled directly or indirectly by one or more disqualified persons as defined by the Code.
Upon dissolution of the Corporation, the Board of Directors of the Corporation shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all remaining assets to an organization having Internal Revenue Code Section 501(c)(3) status located in Rockford, Illinois, that has purposes not dissimilar to those of the Corporation, or to such organization or organizations organized and operated exclusively for charitable, religious, scientific or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code or the corresponding provision of any future United States internal revenue statute, as the Board of Directors of the Corporation shall determine. Any of such assets not so disposed of, shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes in such manner or to such organization or organizations which are organized and operated exclusively for such purposes, as said court shall determine.
ARTICLE II
Offices
The Corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have such other offices within or without the State of Illinois as the Board of Directors of the Corporation may from time to time determine.
ARTICLE III
Board of Directors of the Corporation
Section 1. General Powers
The property and affairs of the Corporation shall be managed by its Board of Directors which is also sometimes referred to as the “Strategy Team.” The Board of Directors may delegate management of the activities of the Corporation to any person or person or committee, however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Notwithstanding the foregoing, the adoption of a position on a public policy issue shall require the approval of a majority of the Members at a duly constituted meeting of the Members.
Section 2. Number
The number of Directors shall be not fewer than ten (10), nor greater than twenty (20).
Section 3. Composition, Election, Appointment, Tenure and Qualifications
Initially, the Board of Directors shall consist of the individuals listed on Exhibit A attached hereto. From time to time, new Directors may be added with the approval of two thirds (2/3) of the Board of Directors of the Corporation at a regular monthly meeting at which a quorum is present.
The one (1) year period from October 1st of a year until September 30th of the next year shall be the "Membership Year" of the Corporation. Except as otherwise provided above, Members of the Board of Directors shall (i) serve until the expiration of the Membership Year and (ii) take office upon the commencement of the Membership Year immediately after the annual meeting at which they were appointed. Directors need not be residents of the State of Illinois. Directors may resign at any time upon notice to the Facilitator.
Section 4. Annual Meetings
The regular annual meeting of the Board of Directors of the Corporation shall be held during the month of September in each year at such time and place as determined by the Facilitator of the Corporation. The Board of Directors of the Corporation may provide by resolution the time and place, within the State of Illinois, for the holding of additional regular meetings without other notice than such resolution. At the annual meeting, the Board of Directors shall select the Directors who shall serve for the upcoming Membership Year. Any prospective Director must receive the approval of two-thirds (2/3) of the Directors present at a duly constituted Annual Meeting in order to serve as a Member of the Board of Directors for the upcoming Membership Year.
Section 5. Regular Meetings
Regular monthly meetings shall generally take place on the third Thursday of each month but may be scheduled at other times as determined by the Facilitator of the Corporation. Other meetings of the Board of Directors of the Corporation may be called by or at the request of any three (3) Directors. The person or persons calling any meeting of the Board of Directors of the Corporation may fix any place within the county of Winnebago, Illinois as the place for holding such meeting.
Section 6. Notice
Notice of any regular or other meeting of the Board of Directors of the Corporation shall be given at least five days prior thereto to each Director and may be distributed (i) by written or printed notice delivered personally or mailed to the Director at his or her address as shown in the records of the Corporation, or (ii) by electronic mail to the e-mail address of the Director as shown in 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. Any Director may waive notice of any 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 other meeting of the Board of Directors of the Corporation need be specified in the notice or waiver of notice of such meeting unless otherwise specified by these Bylaws.
Section 7. Quorum
Fifty percent (50%) of the Board of Directors of the Corporation appointed at any given time 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. Any Director may participate in and act at any meeting of the Board 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 meetings shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section 8. 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 of the Corporation, unless the act of a greater number is required by law, the Articles of Incorporation of the Corporation, or these Bylaws. As provided in these Bylaws, the election of Members of the Board of Directors shall require the approval of two thirds (2/3) of the Board of Directors at a duly constituted meeting. In addition, the adoption of a position on a public policy issue shall require the approval of two thirds (2/3) of the Board of Directors at a duly constituted meeting. Each Director present in person or by proxy shall be entitled to one (1) vote. Voting by proxy shall be permitted provided the Facilitator receives written (including e-mail) confirmation of the grant of the proxy prior to the meeting at which the proxy will be used. The order of business at all regular and other meetings of the Board shall be at the discretion of the Facilitator, or in his or her absence, the Vice Facilitator. Where not otherwise expressly provided in these Bylaws, Robert's Rules of Order (latest edition) shall govern procedure at all meetings of the Board of Directors of the Corporation and its committees.
Section 9. Compensation
Directors shall not receive any remuneration for their services as Directors. However, the Board of Directors of the Corporation, by the affirmative vote of a majority of the Directors at a duly-called meeting at which a quorum is present, may authorize the reimbursement of reasonable expenses incurred on behalf of the Corporation.
Section 10. Informal Action
Any action which is required by law or the Articles of Incorporation of the Corporation or these Bylaws to be taken at a meeting of the Board of Directors of the Corporation, or any other action which may be taken at a meeting of the Board of Directors of the Corporation, 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 at a duly called and constituted meeting of the Board of Directors of the Corporation.
ARTICLE IV
Officers
Section 1. Officers
The officers of the Corporation shall be a Facilitator, a Vice Facilitator, a Secretary, and a Treasurer, and such other officers as may be elected by the Board of Directors of the Corporation in accordance with the provisions of this Article. Any two or more offices may be held by the same person, except the same person may not hold the offices of Facilitator and Secretary.
Section 2. Election and Tenure
The officers shall be elected annually to serve for the Membership Year by the Board of Directors of the Corporation at its annual meeting, except that the Facilitator shall be elected every two (2) years and the Vice Facilitator shall be elected after the Facilitator has served one (1) year of his or her term, shall serve a one (1) year term, and succeed to the role of Facilitator at the expiration of the Facilitator’s term. If the election of officers shall not be held at the annual meeting, the election shall be held as soon thereafter as practicable. Except as otherwise provided in these Bylaws, each officer shall hold office until the commencement of the next Membership Year of the Corporation and until his or her successor shall have been duly elected and qualified, or until his or her death, resignation, or removal in the manner hereinafter provided.
Section 3. Removal
Any officer elected by the Board of Directors of the Corporation may be removed from office by the Board of Directors of the Corporation, whenever in its judgment the best interests of the Corporation would be served thereby.
Section 4. Vacancies
A vacancy in any office may be filled or new offices created and filled by action of the Board of Directors of the Corporation at any meeting of the Board. An officer elected to fill a vacancy shall serve for the unexpired term of his or her predecessor, and an officer elected to fill a new office shall serve until the commencement of the next Membership Year of the Corporation and until his or her successor shall have been duly elected and qualified, or until his or her death, resignation or removal.
Section 5. Facilitator
The Facilitator shall be the principal executive officer of the Corporation and shall in general supervise and direct all of the business affairs of the Corporation, subject to the direction and control of the Board of Directors of the Corporation. The Facilitator shall organize and preside at all meetings of the Board of Directors of the Corporation. The Facilitator may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors of the Corporation has authorized to be executed, except documents the execution of which shall be expressly delegated by law, the Articles of Incorporation of the Corporation, these Bylaws, or the Board of Directors of the Corporation to some other officer or agent of the Corporation. The Facilitator shall, in general, perform all duties customarily incident to the office of a president of a corporation and such other duties as may be prescribed from time to time by the Board of Directors of the Corporation.
Section 6. Vice Facilitator
The Vice Facilitator shall perform such duties as may be assigned from time to time by the Facilitator or the Board of Directors of the Corporation and, in the absence of the Facilitator, shall perform the duties of the Facilitator. The Vice Facilitator shall be elected at the annual meeting which takes place one (1) year prior to the expiration of the term of the Facilitator, shall serve for a one (1) year term, and thereafter succeed to the office of the Facilitator.
Section 7. Secretary
The Secretary shall keep minutes of the meetings of the Board of Directors of the Corporation in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation of the Corporation and these Bylaws; shall be custodian of the corporate records; shall keep a record of the mailing address of each Director and officer of the Corporation, which addresses shall be furnished to the Secretary by the Directors and officers; and, in general, shall perform all duties customarily incident to the office of Secretary, and such other duties as may be assigned from time to time by the Facilitator or the Board of Directors of the Corporation.
Section 8. Treasurer
The Treasurer shall be the principal accounting and financial officer of the Corporation and shall have charge of and be responsible for the maintenance of adequate books of account for the Corporation; shall have charge and custody of all funds and securities of the Corporation, and be responsible therefor, and for the receipt and disbursement pursuant to Article VII hereof; shall deposit all funds and securities of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; and in general perform all of the duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Facilitator or the Board of Directors of the Corporation. If required by the Board of Directors of the Corporation, the Treasurer shall give a bond for the faithful discharge of the duties of that office in such sum and with such surety as the Board of Directors of the Corporation shall determine. With the approval of the Board of Directors of the Corporation, the cost of any such bond or surety may be paid from the funds of the Corporation. The Treasurer shall also be in charge of coordinating the admission of additional Members to the general membership of the Corporation, and managing the rosters of the Board of Directors and the general membership of the Corporation.
ARTICLE V
General Membership
Section 1. Eligibility
All individuals born during or after 1965 shall be eligible to join the General Membership of the Corporation.
Section 2. Number
There shall be no limit on the number of Members of the General Membership of the Corporation. All Members of the Board of Directors of the Corporation shall also be considered Members of the General Membership of the Corporation.
Section 3. Nomination and Appointment
(a) A Member of the Board of Directors will sponsor a candidate for General Membership. The sponsor should believe the candidate would be a good addition to the Corporation and would not negatively impact the perception of the Corporation in the region.
(c) Upon the date that the candidate first attends a general membership meeting of the Corporation, the candidate will be deemed admitted to the general membership of the Corporation.
Section 4. Dues
All individuals that are admitted to the general membership of the corporation shall be required to pay annual membership dues. Currently, the membership dues are $50.00 per year, but this amount may be adjusted from time to time by the Board of Directors of the Corporation. Membership dues shall be paid on or before October 1st of each year to cover the following Membership Year. Members admitted to the general membership during a membership year shall be required to pay a prorated portion of the membership dues, based upon the date elected to general membership by the Board of Directors, within thirty (30) days of admission to the general membership of the Corporation
Section 5. Meetings; Attendance
Regular monthly meetings of the general membership shall generally take place on the second Thursday of each month, but may be scheduled at other times as determined by the Board of Directors of the Corporation.
Section 6. Notices
Notice of any regular meeting of the general membership of the Corporation shall be given to the Members at least five (5) days prior thereto by (i) written or printed notice delivered personally or mailed to the Member at his or her address as shown in the records of the Corporation, or (ii) by electronic mail to the e-mail address of the Member as shown in the records of the Corporation.
Section 7. Quorum
Fifty percent (50%) of the Members of the Corporation appointed at any given time shall constitute a quorum for the transaction of business at any duly called meeting of the Members, provided that if less than a quorum is present at any such meeting, a majority of the Members present, or the sole Member present, may adjourn the meeting to another time without further notice. Any Member may participate in and act at any meeting of the Members 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 meetings shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section 8. Manner of Acting
The act of a majority of the Members present at a duly called meeting at which a quorum is present shall be the act of the Members of the Corporation, unless the act of a greater number is required by law, the Articles of Incorporation of the Corporation, or these Bylaws. Each Member present in person or by proxy shall be entitled to one (1) vote. Voting by proxy shall be permitted provided the Facilitator receives written (including e-mail) confirmation of the grant of the proxy prior to the meeting at which the proxy will be used. The order of business at all regular and other meetings of the Members shall be at the discretion of the Facilitator, or in his or her absence, the Vice Facilitator. Where not otherwise expressly provided in these Bylaws, Robert's Rules of Order (latest edition) shall govern procedure at all meetings of the Members of the Corporation and its committees.
Section 9. Election to Board of Directors
A member of the general membership in good standing shall be eligible for membership on the Board of Directors of the Corporation after a period of six (6) months from the date of the Member’s admission to the general membership of Corporation
Section 10. Removal. A Member of the general membership of the Corporation may be removed from the general membership for “good cause” by the vote of greater than 50% of the Board of Directors at a duly constituted meeting of the Board of Directors. For purposes of these Bylaws, “good cause” shall include, but not be limited to, actions or behavior that has or is likely to have a negative impact on the Corporation’s reputation or its ability to carry out is mission, as determined by the Board of Directors.
ARTICLE VI
Committees
Section 1. Establishment and Composition
Committees may be established by resolution of the Board of Directors of the Corporation adopted at any duly called and constituted regular or other meeting. The composition, size, purposes and powers of any such committee shall be as provided in such resolution. Except as otherwise provided in such resolution, the Facilitator of the Corporation shall appoint the members of each such committee. Any member of any committee 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 2. Term of Office
Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his successor is appointed or until such member's death, resignation or removal, or until the committee shall be terminated.
Section 3. Chairman
One member of each committee shall be appointed Chairman of the committee by the person or persons authorized to appoint the members of the committee.
Section 4. Vacancies
Vacancies in the membership of any committee shall be filed by appointments made in the same manner as the original appointments to that committee.
Section 5. Quorum and Manner of Acting
Unless otherwise provided in the resolution of the Board of Directors of the Corporation establishing a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present and voting at a duly called meeting at which a quorum is present shall be the act of the committee.
ARTICLE VII
Contracts, Checks, Deposits, Gifts,
Expenditures, Investments and Fund-Raising
Section 1. Contracts
The Board of Directors of the Corporation may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, 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 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 of the Corporation. In the absence of such determination by the Board of Directors of the Corporation, such instruments shall be signed by any two officers 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, brokerage firms, trust companies, or other depositories as the Board of Directors of the Corporation may select.
Section 4. Gifts
The Board of Directors of the Corporation may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Section 5. Investments
The Corporation=s funds shall be prudently invested and re-invested only in, and exchanged only for, such property and securities as shall be legal for the investment of such funds under the laws of the State of Illinois in force and effect at the time when any such investment is to be made.
Section 6. Power to Invest
Without limiting the powers of the Corporation, the Board shall, in the performance of its duties hereunder, have full power and authority to invest, re-invest, or exchange the Corporation=s funds, assets or proceeds realized from any sale thereof, in such property, real, personal or mixed, and in every kind of investment, as shall be legal for the investment of such funds under the laws of the State of Illinois in force and effect at the time when any such investment is made.
Section 7. Fund-Raising
The Board of Directors of the Corporation may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to engage in fund-raising activities, including, without limitation, the sale of dictionaries on behalf 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 the Board of Directors of the Corporation.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each calendar year.
ARTICLE X
Corporate Seal
There shall be no corporate seal.
ARTICLE XI
Waiver of Notice
Whenever any notice is required to be given under applicable law, the Articles of Incorporation of the Corporation, or these Bylaws, 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.
ARTICLE XII
Indemnification of Officers, Directors, Trustees,
Employees and Agents; Insurance
Section 1. The Corporation shall indemnify any and all of its officers, Directors, trustees, employees and agents or former officers, Directors, trustees, employees or agents or any person who may have served at its request or by its election as a Director, officer, trustee, employee or agent of another association, 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 such person in connection with the defense or settlement of any threatened, pending or completed action, suit or proceeding in which they, or any of them, are made or threatened to be made parties, or a party, by reason of being or having been Directors, officers, trustees, employees or agents of the Corporation, or such other association, corporation, partnership, joint venture or other enterprise, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, 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 or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section 2. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, trustee, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, officer, trustee, employee, or agent of another association, corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her 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 him or her against such liability under the provisions of Section 1.
ARTICLE XIII
Amendments
These Bylaws may be altered by a majority vote of the Board of Directors of the Corporation then in office, acting at any duly called and constituted regular or other meeting of that Board of Directors, provided that written notice of the proposed change or changes shall have been included in the notice of any such meeting of the Board.
EXHIBIT A
Board of Directors
(June 2007)