Name and Purposes
This Article sets forth the purposes of the Illinois Chamber Foundation (Foundation), as stated in the Foundation’s Articles of Incorporation.
Section 1.1. Name. The name of the corporation shall be the Illinois Chamber Foundation.
Section 1.2. Purposes. The Foundation is organized and shall be operated exclusively for charitable and educational purposes with the meaning of section 501(c)(3) of the Internal Revenue Code.
In particular, the Foundation is organized to solicit, accept, hold, administer, invest and disburse such funds as may from time to time be contributed to the Foundation for charitable and educational purposes, including for such purposes as the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) and the operation of such other programs as determined by the Foundation’s Board of Directors.
Among the specific activities and undertakings of the Foundation is the following: to raise and expend funds for the purposes of: 1) financing and sponsoring, publishing, promoting and distributing research on issues important to businesses or issues and analyses of the Illinois economy and business climate; 2) providing educational forums that facilitate the discussion and debate of policy or operational matters that impact businesses generally, business segments of the Illinois economy, or the Illinois business climate; and 3) with other organizations, sponsor activities and research projects that are consistent with the stated purposes within this section of these By-Laws.
Section 1.3. Internal Revenue Code Restrictions. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
The Foundation itself shall not carry on propaganda or otherwise attempt in any way to influence legislation or participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any provision of these By-Laws or the Foundation’s Articles of Incorporation to the contrary, the Foundation. (a) shall not (1) carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3), or (ii) by a corporation, contributions to which are deductible under section 170(c)(2), (2) engage in any act of self-dealing (as defined in section 4941(d)), (3) retain any excess business holdings (as defined in section 4943(c)), (4) make any investments in such manner as to subject the Foundation to tax under section 4944, or (5) make any taxable expenditures (as defined in section 4945(d)); and (b) shall distribute its income for each taxable year at such time and in such manner as not to subject the Foundation to tax under section 4942.
Section 1.4. Code. All statutory references in this Article 1 are to the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any subsequent Internal Revenue law).
Except as provided otherwise by the Articles of Incorporation or by these By-Laws, the Foundation shall have and enjoy all of the rights, privileges, immunities and powers provided by the laws of the State of Illinois respecting a not for profit corporation, as amended from time to time; provided, however, that the Foundation is not empowered to engage in any activity which in itself is not a furtherance of its purposes as stated in Section 1.1 of Article 1.
Office and Agent
Section 3.1. Registered Office The location of the principal office and of the registered office of the corporation is 215 East Adams Street, Springfield, Illinois, 62701. The board of directors shall have authority to change said principal and registered office from one location to another, and to establish such branch offices as may be deemed necessary.
Section 3.2. Registered Agent The name of the corporate registered agent is Michael Ayers, 215 East Adams, Springfield, Illinois, 62701. The name of the registered agent may be changed at any time by vote of the board of directors.
Board of Directors
Section 4.1. Administration. The administration of the affairs of the Foundation shall be vested in a Board of Directors, the number of which and the qualifications of which shall be prescribed by these By-Laws, and the Board of Directors shall exercise or shall direct the exercise of all the rights and powers conferred upon the Foundation as referred to in Article 1 of these By-Laws.
Section 4.2. Number and Qualifications. The initial number of directors of the Foundation shall be at least three (3) but not more than eight (8). At any given time, at least one-third of the members of the Board must be members of the Board of Directors of the Illinois Chamber of Commerce (Chamber), an Illinois not-for-profit corporation. The President and CEO of the Chamber shall also be a member of the Board of Directors. At no time shall a majority of the board members of the Foundation come from the Illinois Chamber.
Section 4.3. Election and Tenure. The initial appointment of all board members shall be made by the Chamber Board of Directors at its meeting of December 7, 2007. Subsequent to that date, Foundation board members shall be appointed and elected to the Board of Directors through the provisions set forth in these By-Laws below.
Those directors that are members of the Board of Directors of the Chamber shall be appointed to the Board of Directors of the Foundation by the Board of Directors of the Chamber. Those directors that are not members of the Board of Directors of the Chamber shall be elected by vote of the Board of Directors of the Foundation at the January meeting of the Foundation Board of Directors. Each member shall hold office until the January meeting of the Board subsequent to that meeting at which each was elected, or, in the case of those members that are also members of the Chamber, appointed to the Board.
Section 4.4. Resignation. A director may resign by written notice delivered to the Board of Directors or to the President or Secretary of the Foundation. A resignation is effective when the notice is delivered unless the notice specifies a future date.
Section 4.5. Removal. A director may be removed, with or without cause, by the affirmative vote of a majority of the members of the Foundation at a meeting for which written notice of the purpose has been given.
Section 4.6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by vote of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and the term of such director shall expire at the next January meeting of the Board.
Section 4.7. Regular Meetings. The Board of Directors shall meet not less than two times a year at times and places fixed by the Chairman of the Board of Directors, one of such meetings shall be held in January of each year. The time and place for regular meetings shall be determined by the Board of Directors.
Section 4.8. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman or any two directors, and such person or persons may fix any place.
Section 4.9. Notice of Meetings. Notice of any special meeting of the Board of Directors shall be given in accordance with these By-Laws at least two (2) days in advance thereof by written notice to each director at the address shown for such director on the records of the Foundation. Notice of any special meeting of the Board of Directors may be waived in a writing signed by the person or persons entitled to such notice either before of after the time of the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, the Articles of Incorporation or these By-Laws.
Section 4.10. Action Without a Meeting. Any action required by law or these By-Laws to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting, if consent in writing setting forth the action so taken shall be signed by all directors or by all of the members of such committee entitled to vote with respect to the subject matter thereof, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors or committee members. All of the approvals evidencing the consent shall be delivered to the Secretary to be filed in the records of the Foundation. The action taken shall be effective when all of the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different date. Any such consent shall have the same effect as a unanimous vote.
Section 4.11. Attendance by Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, through the use of a conference telephone or equipment, pre-arranged and initiated solely by the Foundation or its designee, by means of which all persons participating in the meeting can communicate with each other, and participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section 4.12. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting, provided if less than a majority of the directors are present, a majority of the directors then present may adjourn the meeting to another time without further notice. Withdrawal of directors from any meeting shall not cause failure of a duly constituted quorum at the meeting.
Section 4.13. Action at a Meeting. The act of the 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 law, the Articles of Incorporation or by these By-Laws.
Section 4.14. Proxy Prohibited, Presumption of Assent. No director may act by proxy or any matter. A director who is present at a meeting at which action on any corporate matter is taken by the Board of Directors, or by a committee thereof acting on its behalf, is conclusively presumed to have assented to the action taken unless such director’s dissent is entered in the minutes of the meeting or unless such director files his or her written dissent or abstention of such action with the person acting as the secretary of the meeting before the adjournment of such meeting or forward such dissent or abstention by registered or certified mail to the Secretary immediately after the adjournment of such meeting. Such right to dissent or abstain does not apply to a director who voted in favor of such action.
Section 4.15. Interested Directors. i. A director who is directly or indirectly a party to a transaction with the Foundation (an “interested director”) shall disclose the material facts of the transaction and his or her interest in or relationship to such transaction to the Board of Directors and to any committee of the Board considering such transaction prior to any action by the Board or such committee to authorize, approve or ratify such transaction. A director is “indirectly” a party to a transaction if the entity which is a party is an entity in which the director has a material financial interest or of which the director is an employee, officer, director or general partner.
ii. The presence of the interested director or of a director who is otherwise not disinterested may be counted in determining whether a quorum of the Board of Directors or a committee of the Board is present but may not be counted when action is taken on the transaction.
Section 5.1. Committees of the Board of Directors. A majority of the Board of Directors, by resolution, may create one or more committees of the Board and appoint directors or such other persons as the Board shall designate to serve on the committee or committees. Each committee may exercise the authority of the Board of Directors to the extent permitted by law and as specified by the Board of Directors or in the Articles of Incorporation or these By-Laws, but the designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board o Directors, or any individual director, of any responsibility imposed upon it or him or her by law. Each such committee shall have two or more directors as members, a majority of its membership shall be directors, and all committee members shall serve at the pleasure of the Board.
Section 5.2. Action of Committees of the Board. A majority of a committee of the Board of Directors shall constitute a quorum. The act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee. A committee may act by unanimous consent in writing without a meeting or may participate in and act at any meeting trough the use of a conference telephone or other similar communications equipment in the manner provided by these By-Laws for written consents and for meetings of the Board of Directors. No member of such committee of the Board may act by proxy. Subject to these By-Laws and to action by the Board of Directors, a majority of the members of a committee of the Board of Directors shall determine the time and place of meetings and the notice required for meetings.
Section 5.3. Advisory Committees. The Board of Directors may create one or more advisory committees or other advisory bodies and appoint persons to such advisory committees or bodies who need not be directors. Such advisory committees or bodies may not act on behalf of the Foundation or bind it to any action but may make recommendations to the Board of Directors or to the officers.
Section 6.1. Officers of the Board. The officers of the Board of Directors shall be a Chairman, a Secretary, a Treasurer and, should the Board determine appropriate, a President and any other officers or assistant officers as may be elected by the Board of Directors. Officers whose authority and duties are not prescribed in 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 officers may be held by the same person. A director or member may be an officer.
Section 6.2. Election and Term of Office. The officers of the Foundation shall be elected annually at the January meeting of the Board of Directors, or as soon thereafter as conveniently possible. Each officer shall hold office until a successor is elected and qualified or until such officer’s earlier death, resignation or removal in the manner hereinafter provided. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Election of an officer or agent shall not of itself create any contract rights.
Section 6.3. Resignation. An officer may resign at any time by giving notice to the Board of Directors or to the Chairman or the Secretary of the Foundation. A resignation is effective when the notice is delivered unless the notice specifies a future date.
Section 6.4. Removal. The Board of Directors may remove an officer, either with or without cause, whenever in its judgment the best interests of the Foundation would be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the person so removed.
Section 6.5. Vacancies. A vacancy in any office, however caused, may be filled by the Board of Directors for the unexpired portion of the term.
Section 6.6. Compensation. The Board of Directors, by affirmative vote of a majority of directors then in office and irrespective of any personal interest of any director, shall have authority to establish reasonable compensation for any officer that is not also a member of the Board of Directors.
Section 6.7. Chairman of the Board. The Chairman of the Board shall be responsible with the Board of Directors for the formation of the general policies of the Foundation, shall preside at all meetings of the Board of Directors, will provide, from time to time and as needed, provide direction to the President and, with the approval of the Board of Directors shall appoint and discharge committees. The Chairman of the Board shall be ex-officio a member of all the committees of the Foundation.
Section 6.8. President. The President shall be the principal executive officer of the Foundation. Subject to the directions of the Board of Directors, the President shall in general supervise and control the business and affairs of the Foundation and shall perform all duties incident to the office of the President and such other duties as may be assigned to him or her from time to time by the Board of Directors. The President may sign, alone or with the Secretary or any other proper officer of the Foundation thereunto authorized by the Board of Directors, any contracts, of other documents or instruments which the Board of Directors has authorized to be executed, except in cases in which the execution thereof shall be expressly delegate by the Board of Directors or by these By-Laws to some other officer or agent of the Foundation, or shall be required by law to be otherwise executed.
Section 6.9. Vice Presidents. The Foundation may, but need not, have one or more Vice Presidents. The Board of Directors, Chairman or President may designate any one or more Vice Presidents as being in charge of designated operations of the Foundation and may assign to such Vice Presidents appropriate duties.
Section 6.10. Secretary. The Secretary shall (a) maintain the minutes of meetings of the Board of Directors and committees of the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and the seal of the Foundation; (d) affix the seal of the Foundation or a facsimile thereof, or cause it to be affixed and, when so affixed, attest the seal by his or her signature, to all documents the execution of which on behalf of the Foundation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these By-Laws; (e) keep a register of the post office address of each director or committee member, which shall be furnished to the Secretary by such board member or committee member; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to her or him by the Board of Directors. The Secretary shall be a member of the Board of Directors.
Section 6.11. Treasurer. The Treasurer shall, through the office of the President, (a) be responsible for accounting for all funds and securities of the Foundation, (b) oversee the receipt and processes by which receipt is managed by the President, of monies due and payable to the Foundation from any source whatsoever, deposit all such monies in the name of the Foundation in such banks trust companies or other depositories as shall be selected in accordance with thee By-Laws; (c) review and oversee, through the President, disbursement of funds of the Foundation as ordered by the Board of Directors or as otherwise required in the conduct of the business of the Foundation and render to the Board of Directors, upon request, an account of all the transactions of the Foundation and on the financial condition of the Foundation. The Treasurer shall, in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The Treasurer shall be a member of the Board of Directors.
Section 6.12. Impossibility of Performance. Should any officer of the Foundation described in this Article 6 be unable to carry out the responsibilities of his or her office by reason of death, resignation, incapacity, or because they are no longer a member of the Foundation Board of Directors, the Chairman shall appoint another director to the office in question who shall serve out the unexpired term of the officer being replaced.
Contracts and Financial Transactions
Section 7.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 7.2. Loans. No loans shall be contracted on behalf of the Foundation and no evidences of indebtedness shall be issued in the name of the Foundation unless authorized by a resolution of the Board of Directors or by action of a duly empowered committee of the Board. Such authority to make loans may be general and confined to specified instances. No loan shall be made by the Foundation to a director or officer of the Foundation.
Section 7.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments shall be signed by any two of the following three officers of the Foundation: the Chairman, the President, and the Treasurer.
Section 7.4. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 7.5. Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation.
The Foundation 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 authority of the Board of Directors, and shall keep at its registered office or principal office a record giving the names and addresses of the members. All books and records of the Foundation may be inspected by any director or any director’s agent or attorney, for any proper purpose at any reasonable time.
The fiscal year of the Foundation shall be the calendar year.
Section 10.1. Manner of Notice. Whenever under the provisions of law, the Articles of Incorporation, or these By-Laws, notice is required to be given to any director or member of any committee designated by the Board of Directors, it shall not be construed to require personal delivery. Such notice may be given in writing by depositing it in a sealed envelope in the United States mails, postage paid and addressed to such director or committee member at his or her address as it appears on the books of the Foundation, and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails, or such notice may be given in writing by facsimile, telegram, electronic mail or any other means and if given by such other means, shall be deemed given when received. Such requirement for notice shall be deemed satisfied, except in case of meetings of members with respect to which written notice is required by law, if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law, the Articles of Incorporation of these By-Laws.
Section 10.2. Waiver of Notice. Whenever any notice is required to be given by law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing singed 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.
The Foundation shall indemnify any officer, director, employee or agent for any expenses reasonably incurred in connection with any suit or threatened suit in accordance with the General Not For Profit Corporation Act, as may be amended from time to time. If authorized by the Board of Directors, the Foundation may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Not For Profit Act of Illinois as in effect at the time of the adoption of this by-law or as amended from time to time, and by any subsequent Illinois not-for-profit corporation law.
Upon dissolution of the Foundation, the Board of Directors of the Foundation shall, after paying or making provision for the payment of all liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization or organizations operated exclusively for charitable or educational purposes as shall at that time qualify as an exempt organization or organizations under section 502(c)(3), as the Board of Directors shall determine.
Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Section 13.1. By Laws. The Board of Directors may amend or repeal these By-Laws, or adopt new By-Laws, by the affirmative two-thirds (2/3) vote of the Board of Directors present during a regular or special meeting of the Board. Board members shall be sent a copy of all proposed amendments submitted to the board at least thirty (30) days prior to such a meeting of the Board.
Section 13.2. Articles of Incorporation. To amend the Articles of Incorporation, the Board of Directors first shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the Board of Directors for which written notice of the purpose shall be given. At such meeting, the proposed amendment shall be adopted by the affirmative vote of two-thirds (2/3) of the members of the Board of Directors.