ARTICLE
I
Offices
The
corporation 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.
ARTICLE
II
Members
The corporation shall have no members.
ARTICLE
III
Board of Directors
SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by
or under the direction of its board of directors. A majority of the board of directors
may establish reasonable compensation for their services and the services of other
officer, irrespective of any personal interest.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors shall be
three. Each director shall hold office until the next meeting for the election
of directors following his or her election and until his or her successor shall
have been elected and qualified. Directors need not be residents of Illinois.
The number of directors may be decreased to not fewer than 3 or increased to any
number from time to time by amendment of this section, unless the articles of
incorporation provide that a change in the number of directors shall be made only
by amendment of the articles of incorporation. No decreases shall have the effect
of shortening the term of an incumbent director.
SECTION 3. REGULAR MEETINGS. A regular annual meeting of the board of directors
shall be held without other notice than these by-laws, on the second Tuesday in
July at the principal office of the corporation. 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.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be
called by or at the request of the president or any two 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 days previous thereto by written notice to each director
at his or her address as shown by the records of the corporation except that no
special meeting of directors may remove a director unless written notice of the
proposed removal is delivered to all directors at least 20 days prior to such
meeting. 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 telegram 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, not 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 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 of directors, provided
that if less than a majority of the directors are present at said meeting, a majority
of the directors present may adjourn the meeting to another time without further
notice.
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. No director may act by proxy on any matter.
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 unless the articles of incorporation, a statute, or
these by-laws provide that a vacancy or a directorship so created shall be filled
in some other manner, in which case such provision shall control. A director elected
or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired
term of his or her predecessor in office.
SECTION 9. 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 10. 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 11. COMPENSATION. The board of directors, by the affirmative vote of a
majority of directors then in office, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors, officers
or otherwise notwithstanding any director conflict of interest. By resolution
of the board of directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the board. No such payment previously mentioned
in this section shall preclude any director from serving the corporation in any
other capacity and receiving reasonable compensation therefor.
SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is present
at a meeting of the board of directors at which action on any corporation matter
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 adjournment thereof or shall forward
such dissent by registered or certified mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
ARTICLE
IV
Officers
SECTION 1. OFFICERS. The officers of the corporation shall be a president, one
or more vice-presidents (the number thereof to be determined by the board of directors),
a treasurer, a secretary, and such other officers as may be elected or appointed
by the board of directors. Officers whose authority and duties are not prescribed
by 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.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall
be elected annually by the board of directors at the regular annual meeting of
the board of directors. 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 until his or her successor
shall have been duly elected and qualified, or until his or her death, or until
he or she shall resign or be removed in the manner hereinafter provided. Election
of an officer shall not of itself create contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by the board of directors
may be removed by the board of directors whenever in its judgment the best interests
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,
he or she shall be in charge of the business and affairs of the corporation; he
or she 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, he
or she shall discharge all duties incident to the office of president and such
other duties as my be prescribed by the board of directors. He or she shall preside
at all meetings 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 or these by-laws, he or she may execute for the corporation
any contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized to be executed, and he or she may accomplish such execution
either under or without the seal of the corporation and either individually or
with the secretary, any assistant secretary, or any other officer thereunto authorized
by the board of directors, according to the requirements of the form of the instrument.
He or she 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 (or in the event there be more than
one vice-president, each of the vice-presidents) shall assist the president in
the discharge of his or her duties as the president may direct and shall perform
such other duties as from time to time may be assigned to him or her by the president
or the board of directors. In the absence of the president or in the event of
his or her inability to act, the vice president (or in the event there be more
than one vice-president, the vice-presidents, in the order designated by the board
of directors, or by the president if the board of directors has not made such
a designation, or in the absence of any designation, then in order of their seniority
of tenure) 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 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 or these by-laws, the vice-president
(or any of them if there are more than one) may execute for the corporation any
contracts, deeds, mortgages, bonds or other instruments which the board of directors
has authorized to be executed, and he or she may accomplish such execution either
under or without the seal of the corporation and either individually or with the
secretary, any assistant 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 or she shall: (a) have charge of and be responsible
for the maintenance of adequate books of account for the corporation; (b) have
charge and custody of all funds and securities of the corporation, and be responsible
therefor, and for the receipt and disbursement thereof; and (c) perform all duties
incident to the office of treasurer and such other duties as from time to time
may be assigned him or her by the president or by the board of directors. If required
by the board of directors, the treasurer shall give a bond for the faithful discharge
of his or her duties in such sum and with such surety or sureties as the board
of directors shall determine.
SECTION 7. SECRETARY. The secretary shall: (a) record the minutes of the meetings
of the board of directors in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
by-laws or as required by law; (c) be a custodian of the corporate records and
of the seal of the corporation; and (d) perform all duties incident to the office
of secretary and such other duties as from time to time may be designated to him
or her by the president or by the board of directors.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers
and assistant secretaries shall perform such duties as shall be assigned to them
by the treasurer or the secretary, respectively, or by the president or the board
of directors. If required by the board of directors, the assistant treasurers
shall give bonds for the faithful discharge of their duties in such sums and with
such sureties as the board of directors shall determine.
SECTION 9. SALARIES. The salaries of the officers shall be fixed form time to
time by the board of directors and no officer shall be prevented from receiving
such salary by reason of the fact that he or she is also a director of the corporation.
ARTICLE
V
Committees, Commissions and Advisory Boards
SECTION 1. COMMITTEES. The board of directors, by resolution adopted by a majority
of the directors in office, may designate one or more committees each of which
will consist of two or more directors and such other persons as the board of directors
designates provided that a majority of each committee's membership are directors.
The 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, him or her by law.
SECTION 2. COMMISSIONS OR ADVISORY BODIES. Commissions or advisory bodies not
having and exercising the authority of the board of directors in the corporation
may be designated or created by the board of directors and shall consist of such
persons as the board of directors designates. A commission or advisory body may
or may not have directors as members, as the board of directors determines. The
commission or advisory body may not act on behalf of the corporation or bind it
to any actions but may take recommendations to the board of directors or to the
officers of the corporation.
SECTION 3. TERM OF OFFICE. Each member of a committee, advisory board or commission
shall continue as such until the next annual meeting of the members of the corporation
and until his or her successor is appointed, unless the committee, advisory board
or commission shall be sooner terminated, or unless such member be removed form
such committee, advisory board or commission by the board of directors, or unless
such member shall cease to qualify as a member thereof.
SECTION 4. CHAIRMAN. One member of each committee, advisory board or commission
shall be appointed chairman.
SECTION 5. VACANCIES. Vacancies in the membership of any committee, advisory board
or commission may be filled by appointments 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, advisory board or commission, a majority of
the whole committee, advisory board or commission shall constitute a quorum and
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, advisory board or commission.
SECTION 7. RULES. Each committee, advisory board or commission may adopt rules
for its own government not inconsistent with these by-laws or with rules adopted
by the board of directors.
SECTION 8. INFORMAL ACTION. The authority of a committee may be exercised without
a meeting if a consent in writing, setting forth the action taken, is signed by
all of the members entitled to vote.
ARTICLE
VI
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.
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 a 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 or an assistant treasurer and
countersigned by the president or a vice president of the corporation.
SECTION 3. DEPOSTIS. 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
depositories 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 devise for the general purposes or for any
special purpose of the corporation.
ARTICLE
VII
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 board of directors and committees
having any of the authority of the board of directors.
ARTICLE
VIII
Fiscal Year
The
fiscal year of the corporation shall be fixed by resolution of the board of directors.
ARTICLE
IX
Seal
The corporate seal shall have inscribed thereon the name of the corporation and
the words "Corporate Seal, Illinois". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any manner reproduced,
provided that the affixing of the corporate seal to an instrument shall not give
the instrument additional force or effect, or change the construction thereof,
and the use of the corporate seal is not mandatory.
ARTICLE
X
Waiver of Notice
Whenever any notice 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 corporation, 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 waiver of notice thereof unless the
person at the meeting objects to the holding of the meeting because proper notice
was not given.
ARTICLE
XI
Indemnification
SECTION 1. INDEMNIFICATION IN ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.
The corporation 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 or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or 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 expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such persons in connection with
such action, suit or proceeding, 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 reasonable 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. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The
corporation 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 corporation 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
corporation, or 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 expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or settlement
of such action or suit, 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, provided 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 or her duty to
the corporation, 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 circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court shall deem
proper.
SECTION
3. RIGHT TO PAYMENT OF EXPENSES. To the extent that a director, officer, employee
or agent of the corporation has been successful, on the merits or otherwise, in
the defense of any action, suit or proceeding referred to in Sections 1 and 2
of this Article, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expense (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
SECTION 4. DETERMINATION OF CONDUCT. Any indemnification under Sections 1 and
2 of this Article (unless ordered by a court) shall be made by the corporation
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 of this Article. Such determination shall be made (a) by the board of directors
by a majority vote of a quorum consisting of directors who were not parties to
the action, suit or proceeding, or (b) if such a quorum is not obtainable, or
even if obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion.
SECTION 5. PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such 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 corporation as authorized in this 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, vote of disinterested
directors, 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 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 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 such
liability under the provisions of this Article.
SECTION 8. REFERENCES TO CORPORATION. For purposes of this Article, references
to "the corporation" shall include, in addition to the surviving corporation,
any 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 enterprise, shall stand in the same position under
the provisions of this 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 this Articles, 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 corporation"
shall include any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by such director, officer, employee
or agent with respect to an employee benefit plan, its participants, or beneficiaries.
A person who acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the
best interest of the corporation" as referred to in this Article.
ARTICLE
XII
Amendments
The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be
vested in the board of directors unless otherwise provided in the articles of
incorporation or the by-laws. Such action may be taken at a regular or special
meeting for which written notice of the purpose shall be given. The by-laws may
contain any provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of incorporation.
