CHI-TOWN SQUARES
BY-LAWS OF THE CHI-TOWN SQUARES
January 10, 2015
Table of Contents
ARTICLE 1 PURPOSES FOR WHICH THE CORPORATION IS ORGANIZE............................................... 4
ARTICLE 2 PRINCIPAL BUSINESS OFFICE ..................................................................................................... 4
ARTICLE 3 MEMBERS .......................................................................................................................................... 4
§ 3.1 DEFINITION AND QUALIFICATION OF MEMBERSHIP ..................................................................... 4
§ 3.2 DUES ............................................................................................................................................................. 4
§ 3.3 ANNUAL MEETING ................................................................................................................................... 4
§ 3.4 SPECIAL MEETINGS................................................................................................................................... 5
§ 3.5 VOTING RIGHTS ........................................................................................................................................ 5
§ 3.6 NOTICE OF MEETINGS ............................................................................................................................ 5
§ 3.7 QUORUM AND VOTE REQUIRED FOR ACTION ................................................................................ 5
§ 3.8 PROXIES ....................................................................................................................................................... 5
§ 3.9 VOTING BY BALLOT ................................................................................................................................. 5
§ 3.10 INFORMAL ACTION BY MEMBERS ..................................................................................................... 5
ARTICLE 4 DIRECTORS ...................................................................................................................................... 6
§ 4.1 GENERAL POWERS ................................................................................................................................... 6
§ 4.2 NUMBER, TENURE AND QUALIFICATIONS ........................................................................................ 6
§ 4.3 REGULAR MEETINGS ................................................................................................................................ 6
§ 4.4 SPECIAL MEETINGS................................................................................................................................... 6
§ 4.5 NOTICE ........................................................................................................................................................ 6
§ 4.6 QUORUM ..................................................................................................................................................... 6
§ 4.7 MANNER OF ACTING ............................................................................................................................... 7
§ 4.8 REMOVAL OF DIRECTORS ...................................................................................................................... 7
§ 4.9 VACANCIES ................................................................................................................................................. 7
§ 4.10 INFORMAL ACTION BY DIRECTORS .................................................................................................. 7
§ 4.11 PRESUMPTION OF ASSENT ................................................................................................................... 7
§ 4.12 ATTENDANCE BY MEMBERS ................................................................................................................. 7
§ 4.13 COMMITTEES ........................................................................................................................................... 8
§ 4.14 INDEMNIFICATION OF DIRECTORS .................................................................................................. 8
ARTICLE 5 OFFICERS ......................................................................................................................................... 8
§ 5.1 NUMBER AND QUALIFICATIONS .......................................................................................................... 8
§ 5.2 ELECTION AND TERM OF OFFICE ....................................................................................................... 8
§ 5.3 REMOVAL .................................................................................................................................................... 8
§ 5.4 THE PRESIDENT ......................................................................................................................................... 8
§ 5.5 THE VICE-PRESIDENT .............................................................................................................................. 9
§ 5.6 THE TREASURER ........................................................................................................................................ 9
§ 5.7 THE SECRETARY ...................................................................................................................................... 10
§ 5.8 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES .......................................................... 10
ARTICLE 6 COMPENSATION ........................................................................................................................... 11
OTHER PROVISIONS .......................................................................................................................................... 11
ARTICLE 7 CONTRACTS, LOANS, CHECKS AND DEPOSITS ................................................................... 11
§ 7.1 CONTRACTS ............................................................................................................................................... 11
§ 7.2 LOANS ......................................................................................................................................................... 11
§ 7.3 CHECKS, DRAFTS, ETC. .......................................................................................................................... 12
§ 7.4 DEPOSITS ................................................................................................................................................... 12
ARTICLE 8 BUDGET YEAR................................................................................................................................. 12
ARTICLE 9 RULE OF ORDER ............................................................................................................................ 12
ARTICLE 10 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS ............................... 12
ARTICLE 11 GENDER AND NUMBER ............................................................................................................. 13
ARTICLE 12 CONTROLLING LAW .................................................................................................................. 13
ARTICLE 1 PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED
The purposes for which the corporation is organized are to provide educational instruction in modern western square dancing; to encourage uniformity of terms and usage of square dance movements and figures as outlined by CALLERLAB; to enhance the image of gay, lesbian, bisexual and transgendered people, especially in the international square dance community; to foster the exchange of ideas and information with respect to square dancing among its members and the members of other square dance organizations; and to support and encourage the growth of its membership through educational, social, and recreational activities.
ARTICLE 2 PRINCIPAL BUSINESS OFFICE
The corporation shall have its principal office at such location within or without the State of Illinois as the board of directors from time to time determines. The corporation may have other offices within or without the United States.
ARTICLE 3 MEMBERS
§ 3.1 DEFINITION AND QUALIFICATION OF MEMBERSHIP
General Member - A general membership is granted and maintained, without restriction, to any person subscribing to the purposes of the corporation, upon the timely payment of annual dues and the successful completion of the Mainstream program of instruction.
Lifetime Member - A lifetime membership is awarded at the discretion of the board of directors, to an individual within the corporation, who has exhibited active participation in, intrinsic support of and significant service to the corporation and its membership, and has demonstrated a longstanding commitment to the corporation and its ongoing viability.
Honorary Member - An honorary membership is awarded at the discretion of the board of directors, to an individual typically outside of the corporation, who provides significant ancillary support, service and assistance to the corporation.
§ 3.2 DUES
Dues shall be paid annually at such time and in such amount as shall be determined by resolution of the board of directors. Lifetime and honorary members are exempt from paying dues.
§ 3.3 ANNUAL MEETING
The annual meeting of the membership shall be held in May of each year, at a time and location as determined by the board of directors.
§ 3.4 SPECIAL MEETINGS
Special meetings of the members may be called by the board of directors, by the President of the corporation or by a majority of the members, at a date, time and location designated by whoever has called the meeting.
§ 3.5 VOTING RIGHTS
All general and lifetime members, as defined in Section 3.1, shall be entitled to one vote, with respect to each matter presented to the members for a vote at each annual and special meeting of the members. To have voting rights at any meeting, a general member's dues must be paid in full as of March 1st of the corporation's current budget year.
§ 3.6 NOTICE OF MEETINGS
The board of directors shall provide notification to the membership by means of physical, electronic or telephonic communications not less than thirty (30) days before the annual meeting and not less than seven (7) days before a special meeting.
§ 3.7 QUORUM AND VOTE REQUIRED FOR ACTION
A quorum shall consist of one-third (1/3) of the total voting membership. That quorum must be present, in person or by proxy, at the convening of a meeting. Withdrawal of members from any convened meeting shall not cause failure of a duly constituted quorum at that meeting. If a quorum is not present, the members who are present in person or by proxy may, by majority vote, reschedule the meeting for another time and/or place. If a quorum is present at any meeting of the members, the affirmative vote of the majority of the votes entitled to be cast on a matter by members who are present in person or by proxy shall be the act of all the members.
§ 3.8 PROXIES
Proxy or absentee ballots may be submitted by physical or electronic communication to the board of directors but receipt must be confirmed by the sender and recipient at least fourteen (14) days prior to an annual meeting. Its receipt must be confirmed by the sender and recipient prior to the commencement of a special meeting.
§ 3.9 VOTING BY BALLOT
Voting on any question shall be by ballot when so moved and seconded by any members or directed by the presiding officer.
§ 3.10 INFORMAL ACTION BY MEMBERS
Any action required to be taken at any annual or special meeting of the members, or any other action that may be taken at a meeting of the members, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the members.
ARTICLE 4 DIRECTORS
§ 4.1 GENERAL POWERS
All acts necessary to the furtherance of the purposes of the corporation, as set forth in the articles of incorporation of the corporation, shall be carried out by or under the direction of the board of directors.
§ 4.2 NUMBER, TENURE AND QUALIFICATIONS
The number of directors of the corporation shall be five. During the calendar month preceding each annual meeting of members, an announcement of the number of vacant positions must be made. Names of all members accepting nomination shall be placed on the ballot in alphabetical order by surname. Elections of directors shall be held by secret ballot at each annual meeting of members, with each member being entitled to cast one vote for each open position from the ballot of candidates; each candidate shall receive no more than one vote from each member. The candidates receiving the highest number of votes shall be duly elected directors to the vacancies, until the vacancies are filled, with the term of office for each being from the beginning of the next budget year until one of the following first occurs: the beginning of the third budget year following the election; death or resignation of the director; or removal of the director in the manner hereinafter provided. Each director must maintain membership in the corporation at all times during tenure as director. Uncontested elections may be voted on by the membership via acclamation rather than by secret ballot.
§ 4.3 REGULAR MEETINGS
Meetings of the board of directors shall be held on a regular basis, with the time and place being at the discretion of the board of directors. Transparency with regard to meeting times and places shall be maintained.
§ 4.4 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 of directors may fix a place and time at their discretion. Transparency with regard to meeting times and places shall be maintained.
§ 4.5 NOTICE
Notice of any meeting, regular or special, shall be provided to all of the directors within a sufficient amount of time to allow each director a reasonable opportunity to attend.
§ 4.6 QUORUM
A simple majority of the number of directors then currently in office shall constitute a quorum for the transaction of business at any meeting, regular or special, of the board of directors. If a quorum is not present at any meeting, a majority of the directors present may reschedule the meeting.
§ 4.7 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.
§ 4.8 REMOVAL OF DIRECTORS
One or more directors may be removed, with or without cause, upon the affirmative vote of two-thirds of the members present and voting, either in person or by proxy, at any meeting of the members at which a quorum is present. No director shall be removed unless notice is communicated to all members, stating that the purpose of the meeting is to vote upon the removal of one or more directors named in the notice.
§ 4.9 VACANCIES
Any vacancy occurring in the board of directors shall be filled by election at the next following annual meeting of members or, if earlier, at a special meeting of members called for that purpose. The board of directors may, however, appoint an interim director to serve until the beginning of the next budget year.
§ 4.10 INFORMAL ACTION BY DIRECTORS
Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent, setting forth the action so taken, shall be assented to by all of the directors and filed in the records of the corporation. Any such consent shall constitute a unanimous vote.
§ 4.11 PRESUMPTION OF ASSENT
A director who is present at a meeting of the board of directors at which action on any corporate 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 at 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. Such right to dissent shall not apply to a director who voted in favor of such action.
§ 4.12 ATTENDANCE BY MEMBERS
All meetings, regular and special, of the board of directors shall be open to attendance by any and all members; provided, however, that in no event shall a member who is not a director be entitled to vote on any matter presented at any such meeting. Notwithstanding the preceding sentence, in no event shall any meeting of the board of directors called for the express purpose of, and limited to, the consideration of disciplinary action against any director, officer, member, or employee of the corporation be open to attendance by any person who is not a director of the corporation.
§ 4.13 COMMITTEES
The board of directors shall establish such standing and ad hoc committees as shall be necessary from time to time. Each such committee shall be chaired by a member, which member shall report to and act under the supervision of the board of directors.
§ 4.14 INDEMNIFICATION OF DIRECTORS
The corporation shall indemnify, to the full extent permitted by law, 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, 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 person in connection with such action, suit or proceeding.
ARTICLE 5 OFFICERS
§ 5.1 NUMBER AND QUALIFICATIONS
The officers of the corporation shall be a president, a vice-president, a treasurer, and a secretary, and such number of assistant treasurers, assistant secretaries, additional vice-presidents and other officers as may be elected by the board of directors. Any two or more offices may be held by the same person, except that persons holding the offices of president and secretary shall each hold no other office. Officers must be directors of the corporation.
§ 5.2 ELECTION AND TERM OF OFFICE
The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Vacancies may be filled or new offices created and filled at any meeting, regular or special, of the board of directors. Each officer shall hold office until one of the following first occurs: the election and qualification of his or her successor, his or her death or resignation, or his or her removal in the manner hereinafter provided.
§ 5.3 REMOVAL
Any officer may be removed from a specific office by the board of directors whenever in its judgment the best interests of the corporation would be served thereby.
§ 5.4 THE PRESIDENT
The president shall be the principal executive officer of the corporation and, subject to the direction and control of the board of directors, shall be in charge of the day-to-day business of the corporation. In general, the president shall discharge all duties incident to the principal executive
office of the corporation and such other duties as may be prescribed by the board of directors from time to time. Without limiting the generality of the foregoing, the president shall:
(i) see that the resolutions and directions of the board of directors are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the board of directors;
(ii) preside at all meetings of the members and of the board of directors; and,
(iii) 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, execute for the corporation any contracts, deeds, mortgages, or other instruments that the board of directors has authorized and may (without previous authorization by the board of directors) execute such contracts and other instruments as the conduct of the corporation’s business in its ordinary course requires, and may accomplish such execution in each case 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.
§ 5.5 THE VICE-PRESIDENT
The vice-president(s) 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 by the president or by the board of directors. In the absence of the president or in the event of his or her inability or refusal 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 the order of seniority of tenure as 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.
§ 5.6 THE TREASURER
The treasurer shall be the principal accounting and financial officer of the corporation and as such shall perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the board of directors or the president. Without limiting the generality of the foregoing, the treasurer shall:
(i) have charge of and be responsible for the maintenance of adequate books of account for the corporation;
(ii) have charge and custody of all funds of the corporation, and be responsible therefore and for the receipt and disbursement thereof; and
(iii) be responsible for the preparation of a year-end report on the financial condition of the corporation, which report shall be presented to the board of directors at its first regular meeting of the next following budget year and thereafter be made available to the members for their inspection; and
(iv) maintain, in concert with the secretary, a register of members and their standing with regard to financial obligation to the corporation.
If required by the board of directors, the treasurer shall give a bond for the faithful discharge of treasurer’s duties in such sum and with such surety or sureties as the board of directors may determine.
§ 5.7 THE SECRETARY
The secretary shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the board of directors or the president. Without limiting the generality of the foregoing, the secretary shall:
(i) record the minutes of the meetings of the members and the board of directors in one or more books provided for that purpose and shall include in such books the actions by written consent of the members and the board of directors;
(ii) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law;
(iii) be the custodian of the corporate records and certify the by-laws, resolutions of the members and board of directors and any committees of the board of directors and other documents of the corporation as being true and correct copies thereof;
(iv) maintain, in concert with the treasurer, a register of members and their contact information;
(v) sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, any contracts, deeds, mortgages, or other instruments that the board of directors has authored, and may (without previous authorization by the board of directors) sign with such other officers, as aforesaid such contracts and other instruments as the conduct of the corporation’s business in its ordinary course requires, in each case according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws; and
(vi) be responsible for all correspondence carried out in the name, or for the purposes, of the corporation.
§ 5.8 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
The assistant treasurers and assistant secretaries, if any, shall perform such duties as shall be assigned to them by the treasurer, in the case of assistant treasurers, or the secretary, in the case of assistant secretaries, or by the president or the board of directors in either case. The assistant treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.
ARTICLE 6 COMPENSATION
The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all members and employees for services rendered to the corporation, except that officers and directors shall not receive compensation for services rendered to the corporation as such.
OTHER PROVISIONS
The corporation is organized exclusively for the charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code 1986 or corresponding provision of any future United States Internal Revenue Law.
The corporation shall continue perpetually as an entity independent of its members for all purposes, or until dissolved by a vote of two-thirds of its members, and shall continue notwithstanding the death, legal disability, conviction for felony, resignation, withdrawal, transfer of membership or expulsion of any one or more of its members (except the last surviving member), the admission to membership of any new member or members, or the happening of any other event that, under the laws of the State of Illinois and under like circumstances, would work a dissolution of a partnership. No member shall have the power to dissolve the corporation by an independent act of any kind.
Upon the dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 or corresponding provision of any future United States Internal Revenue Law, as the board of directors shall determine.
ARTICLE 7 CONTRACTS, LOANS, CHECKS AND DEPOSITS
§ 7.1 CONTRACTS
The board of directors may authorize any officer or officers, agent or 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, provided, however, that this Section 7.1 shall not be a limitation on the powers of office granted under Article 5 of these by-laws.
§ 7.2 LOANS
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors and ratified by a
majority vote of those present, in person or by proxy, at a general or special meeting at which a quorum is present or represented.
§ 7.3 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 or by an officer or officers of the corporation designated by the board of directors to make such determination.
§ 7.4 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 of directors may select.
ARTICLE 8 BUDGET YEAR
The budget year commences on June 1st and ends on May 31st.
ARTICLE 9 RULE OF ORDER
Robert’s Rules of Order, as from time to time revised, shall govern the conduct of all meetings of members, whether annual or special, and all meetings of the board of directors, whether regular or special; provided, however, that in the event of a conflict between such rules and these by-laws, the latter shall control.
ARTICLE 10 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS
The articles of incorporation of the corporation, or the by-laws of the corporation, may be amended in the following manner:
(i) The board of directors shall adopt a resolution setting forth the proposed amendment and direction that it be submitted to a vote at a meeting, annual or special, of members;
(ii) written notice setting forth the proposed amendment shall be provided to each member in accordance with the provisions of Section 3.6 hereof; and
(iii) at such meeting, at which a quorum is present, the proposed amendment shall be adopted by receiving the affirmative vote of at least two-thirds of the votes cast, in person or by proxy.
ARTICLE 11 GENDER AND NUMBER
Any gendered terminology in these by-laws shall not constitute an endorsement of a binary gender system by the corporation. Except when otherwise required by the context, any singular terminology shall include the plural.
ARTICLE 12 CONTROLLING LAW
Notwithstanding any provision of the articles of incorporation of the corporation or of these by-laws, the corporation shall at all times be operated in accordance with the provisions of the Illinois General Not For Profit Corporation Act of 1986, as from time to time amended.