PROPOSED BY-LAWS FOR REVIEW AT 2020 ANNUAL MEETING
BY-LAWS OF THE
FRIENDS OF EVERBLOOM,
an Illinois not-for-profit corporation
ARTICLE I. NAME, OFFICE AND REGISTERED OFFICE. The name of this organization shall be the Friends of EverBloom, an Illinois not-for profit corporation, a Chapter of the Friends of Reservoirs, hereinafter referred to as “Chapter.” The principal office of the corporation in Illinois will be located in McLean County, State of Illinois. The corporation may have other officers, within or without Illinois, as determined by the board of directors or as corporation affairs may require. The corporation will continuously maintain a registered office in Illinois, and a registered agent whose office is identical with the registered office, as required by the Nonprofit Corporation Act.
ARTICLE II. PURPOSE. The purpose of the Chapter shall be to promote and facilitate the conservation of habitat for fish and other aquatic species in Evergreen Lake and Lake Bloomington, Illinois, through collaborative actions that contribute to:
• The ecological health and function of these reservoirs and their associated waters and watersheds
• The restoration, protection and enhancement of fish and other aquatic species and communities, therein
• The sustainability and enhancement of the fisheries
• Public awareness of the conservation issues and challenges facing Evergreen Lake and Lake Bloomington and watershed management in the 21st Century
• The quality of life of people utilizing Evergreen Lake and Lake Bloomington
ARTICLE III. OBJECTIVES. The objectives of the Chapter are to:
• Protect, restore and enhance fish habitat in Evergreen Lake and Lake Bloomington to support
productive fisheries and healthy aquatic ecosystems
• Manage Evergreen Lake and Lake Bloomington to provide, protect and enrich quality of life for people utilizing these reservoirs
• Develop and foster partnerships that implement landscape-scale approaches to the conservation of fish habitat in Evergreen Lake and Lake Bloomington
• Develop and sustain institutional arrangements and sources of funding to support the long-term conservation of fish habitat in Evergreen Lake and Lake Bloomington
• Support education and outreach initiatives that advance public awareness and understanding of the value of healthy reservoir systems
ARTICLE IV. MEMBERSHIP.
SECTION A. The membership of the Chapter shall consist of and be open to all individuals and organizations whose interests are consistent with the objectives of the Chapter. There are no fees to be a member of the Friends of EverBloom.
SECTIONB. The membership year of the Chapter shall be on a calendar year basis.
ARTICLE V. BOARD OF DIRECTORS.
SECTION A. The affairs of the Chapter shall be managed by a Board of Directors, hereinafter designated as the Board, under such rules as the Board may determine, subject to the specific conditions of these By-laws.
SECTION B. The Board shall consist of at least seven Directors. The Board may be comprised of more than seven Directors. The Officers, consisting of the President, Vice-President, Secretary and Treasurer shall comprise the Executive Committee. The position of Secretary and Treasurer may be combined into one position. All Chapter members are eligible to serve on the Board. All Board members must be Chapter members in good standing throughout their entire term of office. No Board member or officer shall be compensated other than for expenses as noted in Article X.
SECTION C. The Board shall conduct Board meetings at least quarterly and shall also meet at the call of the President. At meetings of the Board, a quorum shall consist of a majority of its members.
SECTION D. The terms for all Board members are for one year and will begin on January 1st.
SECTION E. Between meetings of the Board, the affairs of the Chapter shall be conducted by the Executive Committee.
ARTICLE VI. DUTIES OF THE OFFICERS AND DIRECTORS. The Officers, consisting of the President, Vice-President, Secretary, and Treasurer, shall be elected annually at the Annual meeting for one-year terms under Article VIII.
SECTION A. The PRESIDENT shall have general supervision of the affairs of the Chapter. He/she shall preside at all meetings of the Chapter and the Board. He/she shall appoint the Chairs and members of all ad hoc committees, and may serve as an ex-officio member of any and all Committees. He/she shall see that all By-laws and any rules and regulations as may be adopted by the Chapter and the Board are enforced. He/she shall execute all contracts and other instruments which shall have been first approved by the Board. The immediate past president shall serve ex-officio as an advisor to the Board for one year following expiration of his/her term as President.
SECTION B. The VICE-PRESIDENT shall assist the President and shall preside at meetings of the Chapter and the Board in the absence or vacancy of the President. He/she shall be responsible for coordinating the activities of all Chapter Committees, and may serve as an ex-officio member of any and all Committees. He/she shall perform such other duties as may be assigned by the Board.
SECTION C. The TREASURER shall be responsible for the financial affairs of the Chapter. He/she shall receive all funds paid to the Chapter and shall pay all bills incurred by the Chapter, as authorized by the Board. He/she shall make a report at the Annual Meeting of the Chapter on the financial affairs of the Chapter. All checks issued by the Chapter shall be signed by the Treasurer or President. All Chapter funds shall be deposited to the credit of the Chapter in a financial institution approved by the Board. The Treasurer shall be responsible for funds deposited in the Friends of EverBloom account.
SECTION D. The SECRETARY shall prepare minutes of all meetings of the Chapter and Board of Directors. He/she shall maintain all permanent records of the Chapter, including minutes of the Committee meetings; correspond with the Board of Directors and Committee Chairs; and perform other secretarial duties as directed by the Board. He/she shall maintain an accurate list of the members of the Chapter, prepare the membership directory, communicate with and mail information to the general membership, and perform other secretarial duties as directed by the Board.
SECTION F. The DIRECTORS, generally, shall strive to achieve the objectives of the Chapter. Each Director shall be responsible for preparation and presentation of pertinent lake and watershed management topics for Board consideration, and shall act upon the business of the Board in a thoughtful and conscientious manner. Directors are expected to take an active role in the promotion and development of the Chapter.
SECTION G. Regular attendance at Board and Chapter Meetings by all Officers and Directors is expected. In the event of a Board Member’s absence at three or more consecutive Board meetings, the Board, at its discretion, may act immediately to declare the absentee Board Member’s position on the Board as vacant. Vacancies shall be filled in accordance with Article IX.
ARTICLE VII. COMMITTEES.
SECTION A.
The Board may add ad hoc committees as needed. The Committee Chairs shall be appointed by the President in consultation with the Board of Directors, and they shall endeavor to secure a representative cross section of the Chapter membership on the Committees. Any Chapter member may request to serve on any Committee. Members of Committees shall serve on an annual basis and shall be eligible for reappointment. Chairs of Ad Hoc Committees are encouraged to attend Board of Directors meetings and report on current activities.
SECTION B. The President may establish and appoint a special advisory committee having regard only to its competence on the special subject and without regard to membership in the Chapter.
SECTION C. No committee may expend Chapter funds without authorization by the Board. The Board of Directors may approve a budget for the committee without the need for approving individual expenditures. All expenditures and budgets will be in accordance with Article XIII, Section G.
ARTICLE VIII. NOMINATIONS AND ELECTIONS.
SECTION A. The President shall appoint a Nominating Committee to assist in the administration of elections to the Board by October 15 of each year.
SECTION B. Nominations for Officers shall be received by the Nominating Committee by November 1 of each year. The election shall be held at the Annual Meeting. The Committee may also nominate one or more candidates for each Officer vacancy to be filled. All candidates must be individual members or an officially-designated representative of a group or organization member of the Chapter.
SECTION C. The Officers shall be elected from those candidates receiving the most votes from among the candidates.
SECTION D. Each Chapter member shall be considered as only one (1) voting membership, regardless of how many other individuals or groups a member may represent. It is incumbent upon each group and organization which is a member of the Chapter to determine on its own how to exercise its single voting privilege.
SECTION E. The election will be held at the Annual Meeting. The terms for new Officers begin on January 1st.
ARTICLE IX. VACANCIES. Vacancies for all unexpired terms of Officers may be filled by the elective action of the Board. A vacancy may remain open for the remainder of the Officer’s term or the Board, at its discretion, may act to fill a vacated unexpired term with a Chapter member receiving approval by a majority of the remaining Board members. The election by the Board shall be for the full unexpired term of the Officer position being filled.
ARTICLE X. COMPENSATION. The Board, including Officers, shall serve without compensation, but any member may be reimbursed actual expenses while conducting Chapter business, providing that these expenses receive authorization from the Board.
ARTICLE XI. MEETINGS OF THE CHAPTER.
SECTION A. Meetings shall be held at a time and place approved by the Board.
SECTION B. An Annual Meeting of the membership shall be held during the fall of each year. Notice of the date, time and place of the Annual Meeting shall be provided to all members at least 15 days in advance of the Meeting.
SECTION C. Special Membership meetings shall be called by the President upon written petition of not less than twenty percent (20%) of the Chapter members, or may be called when in the opinion of the President there is business which should be brought before the membership for action prior to the next regular meeting. No business may be transacted at a Special Meeting other than that stated in the call. The Secretary shall give members at least fifteen (15) days notice of all special meetings.
SECTION D. A quorum at any authorized Chapter meeting shall consist of the members present, but shall not consist of less than fifteen percent (15%) of the Chapter’s membership.
ARTICLE XII. RULES OF ORDER. All Meetings of the Chapter and the Board shall be conducted in accordance with the latest edition of "Robert's Rules of Order," except where such conflicts with these By-laws.
ARTICLE XIII. FISCAL AND BUSINESS AFFAIRS.
SECTION A. FISCAL YEAR The fiscal year of the Chapter shall begin on January 1 and end on December 31st of each year.
SECTION B. 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. This authority may be general or confined to specific instances.
SECTION C. CHECKS, DRAFTS, ETC. All checks, drafts or orders for payment issued in the name of the corporation, will be signed by officers and agents of the corporation designated by the board of directors. In the absence of such determination by the board of directors, the instruments will be signed by the treasurer or president of the corporation.
SECTION D. DEPOSITS All funds of the corporation will be deposited from time to time to the credit of the corporation in such banks, trust companies, or their depositaries as the board of directors may select.
SECTION E. 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.
SECTION F. BONDING OR INSURANCE: The Board of Directors will obtain appropriate bonding or errors and omissions insurance covering fiscal or other actions by the President and Treasurer, and premiums for such bond or insurance will be paid by Chapter funds.
SECTION G. APPROVAL OF EXPENDITURES. All expenditures must be approved by the Board of Directors by a simple majority vote. The vote may take place over email, but the voting must be completed within 3 working days of the proposed expenditure. If a vote is being taken through email, not responding to the vote is not considered a no vote. Any Director may request to delay the vote until the next board meeting to allow for discussion.
ARTICLE XIV. NOT-FOR-PROFIT STATUS. Chapter funds raised for projects and deposited with the Friends of Reservoirs will be tax-exempt funds.
ACTICLE XV. DISSOLUTION. The Chapter may be dissolved by a two-thirds (2/3) vote of all members through mail balloting. If dissolution is favorably acted upon, all assets will be distributed to the Friends of Reservoirs or method approved by the Board, consistent with requirements of the Illinois not-for-profit corporation law and the requirements of the United States Internal Revenue Code.
ARTICLE XVI. LIABILITY.
SECTION A. The Chapter assumes no responsibility or liability for the well-being or action of any member or representative of a member attending, managing, or participating in meetings or any other functions or activities of the Chapter.
SECTION B. No Officer or Director, former Officer or Director, nor any authorized agent of the Chapter shall be liable in any manner to the Chapter or any person or group for any loss or damage sustained as a result of action taken or omitted to be taken by said Officer, Director, or agent in good faith, if he/she exercised or used the same degree of care and skill as a prudent person would have exercised or used under circumstances in the conduct of his/her own affairs.
ARTICLE XVII. AMENDMENT PROCEDURES.
SECTION A. The Board of Directors will appoint a By-Laws Committee consisting of three persons every three years, beginning in 2013. Amendments to these By-laws may be initiated through the By-laws Committee by a majority of the Board or its Executive Committee, or by written petition of at least twenty percent (20%) of the members of the Chapter. Proposed amendments shall then be considered by the By-laws Committee, which may make a report and recommendation to the membership.
SECTION B. These By-laws may be amended by a majority vote of the members voting at any Meeting of the Chapter which has been authorized by the Board.
SECTION C. These By-Laws will be reviewed by the By-Laws Committee during calendar year 2013, and recommendations for amendment or other change will be presented to the Annual Meeting in November, 2013. At that time, the Membership will consider and vote whether to confirm these By-Laws, with any necessary amendments or changes, pursuant to Section B, above. Further comprehensive reviews of the By-Laws will occur in 2016 and every three years thereafter.
ARTICLE XVIII. PROJECT APPROVAL.
All projects performed or funded by the Chapter must have approval from the appropriate representative from McLean County Parks and Recreation, City of Bloomington, Illinois Department of Natural Resources, or any authority that regulates work or location of work being performed.
ARTICLE XIX. CONFLICT OF INTEREST POLICY
A financial interest is not necessarily a conflict of interest. Under Section D, part b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Adopted by vote of the Membership,
Attest:___
Secretary
BY-LAWS OF THE
FRIENDS OF EVERBLOOM,
an Illinois not-for-profit corporation
ARTICLE I. NAME, OFFICE AND REGISTERED OFFICE. The name of this organization shall be the Friends of EverBloom, an Illinois not-for profit corporation, a Chapter of the Friends of Reservoirs, hereinafter referred to as “Chapter.” The principal office of the corporation in Illinois will be located in McLean County, State of Illinois. The corporation may have other officers, within or without Illinois, as determined by the board of directors or as corporation affairs may require. The corporation will continuously maintain a registered office in Illinois, and a registered agent whose office is identical with the registered office, as required by the Nonprofit Corporation Act.
ARTICLE II. PURPOSE. The purpose of the Chapter shall be to promote and facilitate the conservation of habitat for fish and other aquatic species in Evergreen Lake and Lake Bloomington, Illinois, through collaborative actions that contribute to:
• The ecological health and function of these reservoirs and their associated waters and watersheds
• The restoration, protection and enhancement of fish and other aquatic species and communities, therein
• The sustainability and enhancement of the fisheries
• Public awareness of the conservation issues and challenges facing Evergreen Lake and Lake Bloomington and watershed management in the 21st Century
• The quality of life of people utilizing Evergreen Lake and Lake Bloomington
ARTICLE III. OBJECTIVES. The objectives of the Chapter are to:
• Protect, restore and enhance fish habitat in Evergreen Lake and Lake Bloomington to support
productive fisheries and healthy aquatic ecosystems
• Manage Evergreen Lake and Lake Bloomington to provide, protect and enrich quality of life for people utilizing these reservoirs
• Develop and foster partnerships that implement landscape-scale approaches to the conservation of fish habitat in Evergreen Lake and Lake Bloomington
• Develop and sustain institutional arrangements and sources of funding to support the long-term conservation of fish habitat in Evergreen Lake and Lake Bloomington
• Support education and outreach initiatives that advance public awareness and understanding of the value of healthy reservoir systems
ARTICLE IV. MEMBERSHIP.
SECTION A. The membership of the Chapter shall consist of and be open to all individuals and organizations whose interests are consistent with the objectives of the Chapter. There are no fees to be a member of the Friends of EverBloom.
SECTIONB. The membership year of the Chapter shall be on a calendar year basis.
ARTICLE V. BOARD OF DIRECTORS.
SECTION A. The affairs of the Chapter shall be managed by a Board of Directors, hereinafter designated as the Board, under such rules as the Board may determine, subject to the specific conditions of these By-laws.
SECTION B. The Board shall consist of at least seven Directors. The Board may be comprised of more than seven Directors. The Officers, consisting of the President, Vice-President, Secretary and Treasurer shall comprise the Executive Committee. The position of Secretary and Treasurer may be combined into one position. All Chapter members are eligible to serve on the Board. All Board members must be Chapter members in good standing throughout their entire term of office. No Board member or officer shall be compensated other than for expenses as noted in Article X.
SECTION C. The Board shall conduct Board meetings at least quarterly and shall also meet at the call of the President. At meetings of the Board, a quorum shall consist of a majority of its members.
SECTION D. The terms for all Board members are for one year and will begin on January 1st.
SECTION E. Between meetings of the Board, the affairs of the Chapter shall be conducted by the Executive Committee.
ARTICLE VI. DUTIES OF THE OFFICERS AND DIRECTORS. The Officers, consisting of the President, Vice-President, Secretary, and Treasurer, shall be elected annually at the Annual meeting for one-year terms under Article VIII.
SECTION A. The PRESIDENT shall have general supervision of the affairs of the Chapter. He/she shall preside at all meetings of the Chapter and the Board. He/she shall appoint the Chairs and members of all ad hoc committees, and may serve as an ex-officio member of any and all Committees. He/she shall see that all By-laws and any rules and regulations as may be adopted by the Chapter and the Board are enforced. He/she shall execute all contracts and other instruments which shall have been first approved by the Board. The immediate past president shall serve ex-officio as an advisor to the Board for one year following expiration of his/her term as President.
SECTION B. The VICE-PRESIDENT shall assist the President and shall preside at meetings of the Chapter and the Board in the absence or vacancy of the President. He/she shall be responsible for coordinating the activities of all Chapter Committees, and may serve as an ex-officio member of any and all Committees. He/she shall perform such other duties as may be assigned by the Board.
SECTION C. The TREASURER shall be responsible for the financial affairs of the Chapter. He/she shall receive all funds paid to the Chapter and shall pay all bills incurred by the Chapter, as authorized by the Board. He/she shall make a report at the Annual Meeting of the Chapter on the financial affairs of the Chapter. All checks issued by the Chapter shall be signed by the Treasurer or President. All Chapter funds shall be deposited to the credit of the Chapter in a financial institution approved by the Board. The Treasurer shall be responsible for funds deposited in the Friends of EverBloom account.
SECTION D. The SECRETARY shall prepare minutes of all meetings of the Chapter and Board of Directors. He/she shall maintain all permanent records of the Chapter, including minutes of the Committee meetings; correspond with the Board of Directors and Committee Chairs; and perform other secretarial duties as directed by the Board. He/she shall maintain an accurate list of the members of the Chapter, prepare the membership directory, communicate with and mail information to the general membership, and perform other secretarial duties as directed by the Board.
SECTION F. The DIRECTORS, generally, shall strive to achieve the objectives of the Chapter. Each Director shall be responsible for preparation and presentation of pertinent lake and watershed management topics for Board consideration, and shall act upon the business of the Board in a thoughtful and conscientious manner. Directors are expected to take an active role in the promotion and development of the Chapter.
SECTION G. Regular attendance at Board and Chapter Meetings by all Officers and Directors is expected. In the event of a Board Member’s absence at three or more consecutive Board meetings, the Board, at its discretion, may act immediately to declare the absentee Board Member’s position on the Board as vacant. Vacancies shall be filled in accordance with Article IX.
ARTICLE VII. COMMITTEES.
SECTION A.
The Board may add ad hoc committees as needed. The Committee Chairs shall be appointed by the President in consultation with the Board of Directors, and they shall endeavor to secure a representative cross section of the Chapter membership on the Committees. Any Chapter member may request to serve on any Committee. Members of Committees shall serve on an annual basis and shall be eligible for reappointment. Chairs of Ad Hoc Committees are encouraged to attend Board of Directors meetings and report on current activities.
SECTION B. The President may establish and appoint a special advisory committee having regard only to its competence on the special subject and without regard to membership in the Chapter.
SECTION C. No committee may expend Chapter funds without authorization by the Board. The Board of Directors may approve a budget for the committee without the need for approving individual expenditures. All expenditures and budgets will be in accordance with Article XIII, Section G.
ARTICLE VIII. NOMINATIONS AND ELECTIONS.
SECTION A. The President shall appoint a Nominating Committee to assist in the administration of elections to the Board by October 15 of each year.
SECTION B. Nominations for Officers shall be received by the Nominating Committee by November 1 of each year. The election shall be held at the Annual Meeting. The Committee may also nominate one or more candidates for each Officer vacancy to be filled. All candidates must be individual members or an officially-designated representative of a group or organization member of the Chapter.
SECTION C. The Officers shall be elected from those candidates receiving the most votes from among the candidates.
SECTION D. Each Chapter member shall be considered as only one (1) voting membership, regardless of how many other individuals or groups a member may represent. It is incumbent upon each group and organization which is a member of the Chapter to determine on its own how to exercise its single voting privilege.
SECTION E. The election will be held at the Annual Meeting. The terms for new Officers begin on January 1st.
ARTICLE IX. VACANCIES. Vacancies for all unexpired terms of Officers may be filled by the elective action of the Board. A vacancy may remain open for the remainder of the Officer’s term or the Board, at its discretion, may act to fill a vacated unexpired term with a Chapter member receiving approval by a majority of the remaining Board members. The election by the Board shall be for the full unexpired term of the Officer position being filled.
ARTICLE X. COMPENSATION. The Board, including Officers, shall serve without compensation, but any member may be reimbursed actual expenses while conducting Chapter business, providing that these expenses receive authorization from the Board.
ARTICLE XI. MEETINGS OF THE CHAPTER.
SECTION A. Meetings shall be held at a time and place approved by the Board.
SECTION B. An Annual Meeting of the membership shall be held during the fall of each year. Notice of the date, time and place of the Annual Meeting shall be provided to all members at least 15 days in advance of the Meeting.
SECTION C. Special Membership meetings shall be called by the President upon written petition of not less than twenty percent (20%) of the Chapter members, or may be called when in the opinion of the President there is business which should be brought before the membership for action prior to the next regular meeting. No business may be transacted at a Special Meeting other than that stated in the call. The Secretary shall give members at least fifteen (15) days notice of all special meetings.
SECTION D. A quorum at any authorized Chapter meeting shall consist of the members present, but shall not consist of less than fifteen percent (15%) of the Chapter’s membership.
ARTICLE XII. RULES OF ORDER. All Meetings of the Chapter and the Board shall be conducted in accordance with the latest edition of "Robert's Rules of Order," except where such conflicts with these By-laws.
ARTICLE XIII. FISCAL AND BUSINESS AFFAIRS.
SECTION A. FISCAL YEAR The fiscal year of the Chapter shall begin on January 1 and end on December 31st of each year.
SECTION B. 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. This authority may be general or confined to specific instances.
SECTION C. CHECKS, DRAFTS, ETC. All checks, drafts or orders for payment issued in the name of the corporation, will be signed by officers and agents of the corporation designated by the board of directors. In the absence of such determination by the board of directors, the instruments will be signed by the treasurer or president of the corporation.
SECTION D. DEPOSITS All funds of the corporation will be deposited from time to time to the credit of the corporation in such banks, trust companies, or their depositaries as the board of directors may select.
SECTION E. 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.
SECTION F. BONDING OR INSURANCE: The Board of Directors will obtain appropriate bonding or errors and omissions insurance covering fiscal or other actions by the President and Treasurer, and premiums for such bond or insurance will be paid by Chapter funds.
SECTION G. APPROVAL OF EXPENDITURES. All expenditures must be approved by the Board of Directors by a simple majority vote. The vote may take place over email, but the voting must be completed within 3 working days of the proposed expenditure. If a vote is being taken through email, not responding to the vote is not considered a no vote. Any Director may request to delay the vote until the next board meeting to allow for discussion.
ARTICLE XIV. NOT-FOR-PROFIT STATUS. Chapter funds raised for projects and deposited with the Friends of Reservoirs will be tax-exempt funds.
ACTICLE XV. DISSOLUTION. The Chapter may be dissolved by a two-thirds (2/3) vote of all members through mail balloting. If dissolution is favorably acted upon, all assets will be distributed to the Friends of Reservoirs or method approved by the Board, consistent with requirements of the Illinois not-for-profit corporation law and the requirements of the United States Internal Revenue Code.
ARTICLE XVI. LIABILITY.
SECTION A. The Chapter assumes no responsibility or liability for the well-being or action of any member or representative of a member attending, managing, or participating in meetings or any other functions or activities of the Chapter.
SECTION B. No Officer or Director, former Officer or Director, nor any authorized agent of the Chapter shall be liable in any manner to the Chapter or any person or group for any loss or damage sustained as a result of action taken or omitted to be taken by said Officer, Director, or agent in good faith, if he/she exercised or used the same degree of care and skill as a prudent person would have exercised or used under circumstances in the conduct of his/her own affairs.
ARTICLE XVII. AMENDMENT PROCEDURES.
SECTION A. The Board of Directors will appoint a By-Laws Committee consisting of three persons every three years, beginning in 2013. Amendments to these By-laws may be initiated through the By-laws Committee by a majority of the Board or its Executive Committee, or by written petition of at least twenty percent (20%) of the members of the Chapter. Proposed amendments shall then be considered by the By-laws Committee, which may make a report and recommendation to the membership.
SECTION B. These By-laws may be amended by a majority vote of the members voting at any Meeting of the Chapter which has been authorized by the Board.
SECTION C. These By-Laws will be reviewed by the By-Laws Committee during calendar year 2013, and recommendations for amendment or other change will be presented to the Annual Meeting in November, 2013. At that time, the Membership will consider and vote whether to confirm these By-Laws, with any necessary amendments or changes, pursuant to Section B, above. Further comprehensive reviews of the By-Laws will occur in 2016 and every three years thereafter.
ARTICLE XVIII. PROJECT APPROVAL.
All projects performed or funded by the Chapter must have approval from the appropriate representative from McLean County Parks and Recreation, City of Bloomington, Illinois Department of Natural Resources, or any authority that regulates work or location of work being performed.
ARTICLE XIX. CONFLICT OF INTEREST POLICY
- Purpose: The purpose of the conflict of interest policy is to protect this tax exempt organization’s (Organization) interest when it is contemplating entering into a transaction that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
- Definitions:
- Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, is an interested person.
- Financial Interest: A person has a financial interest if the person has, directly or indirectly , through business, investment or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement; or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
A financial interest is not necessarily a conflict of interest. Under Section D, part b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
- Procedures:
- Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest:
- An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy:
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take the appropriate disciplinary and corrective action.
- Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- Compensation
- A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluding from voting on matters pertaining to that member’s compensation;
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
- Annual Statements
- Has received a copy of the conflicts of interest policy:
- Has read and understands the policy;
- Has agreed to comply with the policy, and
- Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
- Periodic Reviews
- Whether compensation arrangements are reasonable, based on competent survey information and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
- Use of Outside Experts
Adopted by vote of the Membership,
Attest:___
Secretary