By-laws
ARTICLE ONE
GOVERNING LAWS
Introductory Definition of Bylaws
1.01. These Bylaws constitute the code of rules adopted by Elmhurst Police Benevolent Athletic Association, Inc., for the regulation and management of its affairs.
Purposes and Powers
1.02. This Corporation will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by the General Not for Profit Corporation Act of the State of Illinois, or any successor legislation. The primary purpose of this Corporation Is to conduct the benevolent, civic, social and athletic activities for and on behalf of the Elmhurst (Illinois) Police Department and their families.
ARTICLE TWO
OFFICES AND AGENCY
Principal and Brance Offices
2.01. The principal office of this Corporation in Illinois will be located at such place as the Board of Directors from time to time may designate by resolution. In addition, the Corporation may maintain other offices either within or without the State of Illinois as its business requires.
Location of Registered Office
2.02. The registered office of this Corporation will be the same as its principal office. The address of the registered office will be identical with the office of the Registered Agent of this Corporation. Such office will be continuously maintained within the State of Illinois for the duration of this Corporation. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and submission of the appropriate statement to the Secretary of State’s office.
Selection of Registered Agent
2.03. The Registered Agent of this Corporation may be either an individual, resident In the State of Illinois, or a domestic or foreign corporation, authorized to act as such agent. Such an agent will be continuously maintained by this Corporation in the State of Illinois. A new Registered Agent may be appointed if the office of such agent becomes vacant for any reason, or such agent becomes disqualified or incapacitated to act, or if the Corporation through the Board of Directors revokes the appointment of such agent by duly adopted resolution. The new appointment will be made by duly adopted resolution of the Board of Directors and submission of the appropriate statement to the Secretary of State’s office. Such Registered Agent will be recognized as an agent of this Corporation on whom any process, notice, or demand required or permitted by law to be served cm a corporation may be served.
Resignation of Registered Agent
2.04, The Corporation will not recognize the resignation of any Registered Agent appointed by it unless it receives a copy of such agent’s resignation as sent to the Secretary of State, such copy to be sent to the Corporation by registered or certified mail, addressed to the principal office of the Corporation as it is known to such agent, and directed to the attention of the Secretary, such copy to be sent within five (5) days after the date of filing of the statement with the Secretary of State; and such statement of resignation will be acceptable only if it discloses the effective date of resignation to be not less than sixty (60) days nor more than ninety (90) days after the date of such filing.
ARTICLE THREE
MEMBERSHIP
Definition of Membership
3.01. The Members of this Corporation are those persons having membership rights in accordance with the provisions of the Articles of Incorporation and these Bylaws.
Class of Members
3.02. This Corporation will have one class of Members.
Qualifications of Members
3.03. The qualifications and rights of the Members of the membership class of this Corporation are as follows: Members of the Elmhurst, Illinois, Police Department and their families.
Members’ Dues
3.04. The annual dues payable to the Corporation by Members will be in such amounts as may be determined from time to time by resolution of the Board of Directors.
Assessments
3.05. Memberships will be nonassessable.
Place of Members’ Meetings
3.06. Meetings of Members will be held at such place or places as designated by the Board of Directors.
Annual Members’ Meetings
3.07. The annual meeting of the Members will be held at 10:00 A.M. on the Monday of the second week of January of each year.
Special Members’ Meetings
3.08. Special meetings of the Members may be called by either of the following:
(1) The Board of Directors.
(2) The President.
Notice of Members’ Meetings
3.09. Written or printed notice, stating the place, day, and hour of the meeting and (in the case of a special meeting) the purpose or purposes of which the meeting is called, must be delivered not less than five (5) nor more than forty (40) days before the date of the members’ meeting, either personally or by certified mail, by or at the direction of the President, the Secretary, or the officers or other persons or Members calling the meeting, to each Member entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the Member as his address as it appears on the records of the corporation, with postage prepaid.
Voting Rights of Members
3.10. Each Member will be entitled to one vote on each matter submitted to the members.
ARTICLE FOUR
DIRECTORS
Definition of Board of Directors
1.01. The Board of Directors is that group of persons vested with the management of the affairs of this Corporation.
Structure of Board
4.02. The Board of Directors of this Corporation will constitute one class.
Qualifications of Directors
4.03. The qualifications for becoming and remaining a Director of this Corporation are as follows: as determined by the Board of Directors.
Quorum of Directors
4.09. A majority of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the General Not for Profit Corporation Act, the Articles of Incorporation of this Corporation, or any provision of these Bylaws.
ARTICLE FIVE
OFFICERS
Roster of Officers
5.01. The Officers of this Corporation will consist of the following personnel:
(1) A President.
(2) A Secretary.
(3) A Treasurer.
Selection of Officers
5.02. Each of the Officers of this Corporation will be elected and appointed annually by the Board of Directors. Each Officer will remain in office until a successor to such office has been selected and qualified. Such election will take place at the regular meeting of the Board of Directors.
President
5.03. The President will be the Chief Executive Officer of this Corporation and will, subject to the control of the Board of Directors or Directoral Committees, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time for the Board of Directors.
Secretary
5.04. The Secretary will keep minutes of all meetings of Members and of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and, generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.
Treasurer
5.05. The Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, will render reports and accountings to the Directors and to the Members as required by the Board of Directors or Members, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.
Removal of Officers
5.06. Any Officer elected or appointed to office may be removed by the persons authorized under these Bylaws to elect or appoint such Officers whenever in their judgment the best interests of this Corporation will be served. However, such removal will be without prejudice to any contract rights of the Officer so removed.
ARTICIE SIX
INFORMAL ACTION
Waiver of Notice
6.01. Whenever any notice whatever is required to be given under the provisions of the General Not for Profit Corporation Act, the Articles of Incorporation of this Corporation, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice.
Action by Consent
6.02. Any action required by law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action which otherwise ?nay be taken at a meeting of either the Members or Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent. Such consent will have the same force and effect as a unanimous vote.
ARTICLE SEVEN
COMMITTEES
Definition of Directoral Committees
7.01. This Corporation may have certain Committees, each of which will consist of two (2) or more Directors, which Directoral Committees will have and exercise some prescribed authority of the Board of Directors in the management of this Corporation. However, no such Committee will have the authority of the Board in reference to affecting any of the following:
(1) Articles of Incorporation.
(2) Bylaws.
(3) Resolutions of the Board of Directors which by their terms provide against such action by a Directoral Committee.
(4) Holding of any corporate directorship, office, or Directoral Committee membership.
(5) Plans of merger or consolidation of this Corporation.
(6) Transfer in any fashion of substantially all the assets of this Corporation.
(7) Voluntary dissolution of this Corporation.
(8) Plan of distribution of assets of this Corporation.
Creation of Directoral Committees
7.02. The Board of Directors, by resolution duly adopted by a majority of the Directors in office, may designate and appoint one or more Directoral Committees and delegate to such Committees specific and prescribed authority of the Board of Directors to exercise in the management of this Corporation. However, the creation of such Directoral Committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on such personnel otherwise by law.
ARTICLE EIGHT
OPERATIONS
Fiscal Year
8.01. The fiscal year of this corporation will be the calendar year.
Execution of Documents
8.02. Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of Indebtedness of this Corporation will be signed by the Treasurer and countersigned by the President. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by the Secretary and countersigned by the President, and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution.
Books and Records
8.03. This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Members, Board of Directors, and Directoral Committees. The Corporation will keep at its registered office a record giving the names and addresses of its Members entitled to vote.
Inspection of Books and Records
8.04. All books and records of this Corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time.
Not for Profit Operations
8.05. This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in a reasonable amount to Members, Officers, or Directors for services rendered.
Loans to Management
8.06. This Corporation will make no loans to any of its Directors or Officers.
ARTICLE NINE
AMENDMENT
Modification of Bylaws
The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws is vested in the Board of Directors.
