Northbrook Civic Foundation

 

 

BY-LAWS OF THE NORTHBROOK CIVIC FOUNDATION
as amended
November 10, 1997

A Corporation Under the Illinois General
Not-For-Profit Corporation Act

ARTICLE I

Name

The Name of this Corporation shall be the Northbrook Civic Foundation. It shall be referred to in these By-Laws as the "Corporation."

ARTICLE II

Corporate Purposes

The purposes of this Corporation shall be:

1. To participate, and to encourage interest, volunteerism, leadership and community involvement by the members and other Northbrook residents, in activities related to the objects described in paragraph 2 of this Article.

2. To raise funds and to donate these funds for the purposes of assisting the following objects within or related to the Village of Northbrook, Illinois, or its residents without preference, thereby improving our community:

a. Public libraries, education, scholarship, and schools;
b. Public health, parks and recreation;
c. Improvement and assistance to community youth;
d. Other lawful objects having charitable, educational or public purposes, or furthering the well-being of the society, within the meaning of Section 501(c)(3) of the Internal Revenue Code.

3. To investigate and to take such action as is required for the improvement or implementation of the objects described in paragraph 2 of this Article.

ARTICLE III

Offices

The Corporation shall maintain a registered address in the State of Illinois, and a registered agent in this Village of Northbrook, Illinois.

ARTICLE IV

Term

The term for which the Corporation is to exist is perpetual.

ARTICLE V

Dissolution

In the event of dissolution of the Corporation, all of its assets and property of every nature and description whatsoever remaining after the payment of liabilities and obligations of the Corporation, but not including assets held by the Corporation under the condition requiring return, transfer or conveyance, which occurs by reason of the dissolution of the Corporation, shall be paid over and transferred to a corporation or other entity selected by the Corporation's Board of Directors, exempt from tax as a charitable or educational organization under Section 501(c)(3) of the Internal Revenue Code, having substantially similar purposes and no portion of said assets and property shall inure to the benefit of any member of the corporation or any enterprise organized for profit.

ARTICLE VI

Members

SECTION I. CLASSES OF MEMBERS

The Corporation shall have three classes of Members: (A) Active Member, (B) Lifetime Member, (C) Honorary Member.

SECTION 2. QUALIFICATION OF MEMBERS

A. Active or Lifetime Members shall be present or former: residents of, or workers in, the this Village of Northbrook, Illinois. To retain membership one must have been a Member in good standing before leaving the Village.

B. All Active Members shall be adults as defined by the Laws of the State of Illinois.

C. An application for membership shall be secured from the Membership Committee, filled out by the applicant, then returned to the Committee for consideration.

D. All Active membership applications shall be accompanied by the payment of Dues which shall be refunded in the event membership is denied.

SECTION 3. SELECTION OF MEMBERS

A. Active Member. Prior to any election, an applicant shall attend at least two meetings of the Corporation as a guest; or shall attend at least one meeting of the Corporation as a guest and shall have worked on behalf of the Corporation at any previous Northbrook Days.

The Committee shall interview the applicant to outline the activities of the Corporation to confirm the fact that the applicant understands and endorses the purposes of the Corporation.

After all qualifications have been met, the Membership Committee shall present the applicant to the general membership for acceptance. The applicant must be present when voted upon.

A majority vote by Voting Members at any regular or annual meeting shall effect membership.

B. Lifetime Membership. Any Active Member who has served the Corporation for at least twenty (20) years is eligible for this special classification. The Membership Committee may recommend Lifetime Membership to those members who qualify. A majority vote by Voting Members at any regular meeting shall effect Lifetime Membership status. This designation shall be so noted on membership rosters, name tag, and other similar places to denote this classification.

C. Honorary Member. Any person, excluding Active or Lifetime Members, who has brought recognition to our Village, or has been unusually active in his service rendered to any of the objects of the purpose of these By-Laws, is eligible for membership as an Honorary Member. This Membership may be elected by a majority vote of Voting Members at any regular or annual meeting of the Corporation. This classification of member shall not be included on the official roster of members, nor shall they receive routine correspondence.

SECTION 4. VOTING RIGHTS

A. Active Members shall be entitled to vote upon all matters properly brought before them.

B. Lifetime Members shall be entitled to vote upon all matters properly brought before them.

C. Honorary Members shall have no voting rights.

D. The term used throughout these By-Laws as "Voting Member" means any Member with a right to vote as described in this Section.

SECTION 5. DUES

A. Dues shall be set by the Board of Directors and presented to the membership for approval no later than the September regular meeting for finalization by the October regular meeting. All applications for membership accompanied by dues shall be payment for dues for the calendar year when membership is accepted. There shall be no pro ration of dues, except that dues paid by new members during the last calendar quarter shall be considered paid through the next calendar year.

B. All dues shall be payable annually on or before the regular February meeting of the Corporation. Delinquent dues shall cause the former Active Member to forfeit all active membership rights until said dues are paid. All rights shall be reinstated upon payment of all delinquent dues, provided that the delinquency did not exceed two (2) years.

C. Lifetime Members shall not be required to pay dues.

D. Honorary Members shall not be required to pay dues.

SECTION 6. DUTIES AND OBLIGATIONS OF ACTIVE MEMBERSHIP

A. Active Members shall pay dues within the time set forth in Section 5 of this ARTICLE VI.

B. Active Members shall attend as many meetings as possible. However, if in any year an Active Member fails to attend at least one (1) regular meeting and work on or for Northbrook Days or other fund-raising activities, the membership of such Active Member may be terminated, pending a review by the Board of Directors.

C. Active Members shall return mail ballots. Failure to return three (3) consecutive mail ballots will result in termination of the membership of such Active Member, pending a review by the Board of Directors.

SECTION 7. RESIGNATION

Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

SECTION 8. REINSTATEMENT

Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds (2/3) of the members of the board, reinstate such former member to active membership upon such terms as the Board of Directors may deem appropriate.

SECTION 9. TRANSFER OF MEMBERSHIP

Membership in this Corporation is not transferable or assignable.

SECTION 10. NO STOCK CERTIFICATES

No stock certificates of the Corporation shall be required.

SECTION 11. CERTIFICATES OF MEMBERSHIP

The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation which shall be in such form as may be determined by the board. Such certificates shall be signed by the Secretary and shall bear the Corporation's seal which may be in facsimile. The name and address of each member shall be entered on the records of the Corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.

ARTICLE VII

Meetings of Members

SECTION 1. ANNUAL MEETING

The annual meeting of the members shall be held on the second Monday of December of each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If such day be a legal holiday, the meeting shall be held at the same hour on the next succeeding business day.

SECTION 2. REGULAR MEETINGS

The regular meeting shall be held on the second Monday in each month. If any regular meeting falls on a legal holiday, it may be postponed to a date to be determined by the Board of Directors.

In the event a regular meeting shall be postponed for any reason, it shall be held within the same month as the postponed meeting.

No regular meeting shall be held during the month in which Northbrook Days is conducted.

SECTION 3. SPECIAL MEETINGS

Special meetings of the members may be called either by the President or the Board of Directors or not less than the number of voting members required for a regular meeting quorum.

SECTION 4. TIME AND PLACE OF MEETINGS

The Board of Directors shall designate the time and place for all annual, regular or special meetings, provided that all such meetings shall be within Northfield Township, Illinois.

SECTION 5. NOTICE OF MEETINGS

A. Annual Meeting
Written notice stating the place, date and hour of the Annual Meeting of members shall be delivered to each member entitled to vote at such meeting not less than seven (7) days and not more than sixty (60) days before the date of the Annual Meeting.

B. All Other Meetings
Written notice stating place, date and hour of any meeting, including recessed, adjourned or continued meetings of members shall be delivered to each member entitled to vote at such meeting not less than five (5) nor more than forty (40) days before the date of such meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address at it appears on the records of the Corporation, with postage thereon prepaid.

SECTION 6. QUORUM

Twenty (20) voting members shall constitute a quorum at any meeting. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting; withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 7. PROXIES

No member shall be entitled to a proxy; but a ballot shall not be considered a proxy.

SECTION 8. VOTE - MEETINGS OF MEMBERS

All issues and resolutions shall be decided by a majority vote by voting members present at meetings, unless otherwise provided in this By-Laws.

ARTICLE VIII

Board of Directors

SECTION 1. GENERAL POWERS OF BOARD OF DIRECTORS

The affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS OF BOARD OF DIRECTORS

The number of directors shall be nine (9). Four (4) of the nine (9) directors shall be officers: (President, Vice President, Secretary and Treasurer). The immediate past president shall also be one of the nine (9) directors. Each director shall be a voting member and shall hold office until December 31 annually. Newly elected officers and directors shall be installed at the initiation of new business at the Annual Meeting; however, their term of office shall commence January 1 annually.

SECTION 3. REGULAR MEETING OF BOARD OF DIRECTORS

A regular meeting of the Board of Directors shall be held during each month, except that no such regular meeting shall be held during the month in which Northbrook Days is conducted. During January of each year, the Board of Directors shall notify the membership of, the date, time and place of regular meetings of the Board of Directors which are to occur for the remainder of such calendar year. All regular meetings of the Board of Directors shall be held within Northfield Township, Illinois.

SECTION 4. SPECIAL MEETING OF BOARD OF DIRECTORS

A special meeting of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board called by them. All special meetings shall be held in Northfield Township, Illinois.

SECTION 5. NOTICE OF SPECIAL MEETING OF BOARD OF DIRECTORS

Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice to each director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

SECTION 6. QUORUM

Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

SECTION 7. MANNER OF ACTING

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these By-Laws, or the Articles of Incorporation.

SECTION 8. VACANCIES

Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of office.

SECTION 9. COMPENSATION

Directors shall not receive any stated salaries or compensation or other remuneration for their services.

SECTION 10. DISBURSEMENT APPROVAL

Except as is provided in this Section 10 and in Article XII Donations and Distributions, the Board of Directors shall not make any disbursements or donations without the prior approval of the Voting Members. However, the Board of Directors may incur and approve, without such approval of the Voting Members, any disbursement or donation on behalf of the Corporation which is not in excess of two hundred dollars ($200.00). The Board of Directors shall either approve or disapprove all Corporation disbursements or donations except the funds of Northbrook Days or other fund raising event(s) only after such disbursements or donations are approved by the membership. Such approval shall be given at the time of the acceptance of the budget by the voting membership, provided that aggregate disbursements for each line item cannot exceed the amount budgeted without prior approval of the membership. In the event that any disbursement or donation voted by the membership out of any Fund shall fail to secure the disbursement approval of the Board of Directors, it may again be submitted at the next regular or special meeting of the membership and a subsequent affirmative majority vote will be sufficient to override the disapproval of the Board of Directors.

SECTION 11. ELECTION AND TERM OF OFFICE - OFFICERS AND OTHER DIRECTORS

A. Election at Annual Meeting
The officers and other directors of the Corporation shall be elected annually by the Voting Members at the annual meeting. If the election of officer and directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer and director shall hold office from January 1 to December 31 or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of officers and directors shall not of itself create contract rights.

B. Nominating Committee
At least sixty (60) days prior to the date of the annual meeting, the president shall appoint a Nominating Committee of five (5) Voting Members, which appointment shall be subject to the approval of the Board of Directors. Such Nominating committee shall report their nominations for the elective officers at the regular November meeting each year.

C. Other Nominations
Any Voting Member of the Corporation in good standing may be nominated for an elective office, provided such nomination is in writing and is signed by five (5) members entitled to vote and such written nomination is delivered to the President or sent by certified mail not less than five (5) days prior to the annual meeting.

D. Conduct of Elections
All contested elections of the officers and directors shall be by secret ballot, and the candidates receiving the majority number of votes shall be elected to the respective office for which they are candidates. If no additional nominations are received, the candidates may be voted in by a hand or voice majority vote.

SECTION 12. REMOVAL

Any officers and other directors elected or appointed by the Board of Directors may be removed by the Board of Directors by a two-thirds (2/3) vote whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the rights, if any, of the person so removed. In addition, voting membership may remove an officer or director by a vote of two-thirds (2/3) of the voting members present at a duly called membership meeting, for which at least twenty (20) days notice has been given, and said action does not require the confirmation of the remaining Board of Directors.

ARTICLE IX

Officers

SECTION 1. OFFICERS

The officers of the Corporation shall be a President, one Vice President, a Treasurer, and a Secretary. 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. No two (2) or more offices may be held by the same person. No officer shall serve more than two (2) consecutive terms in the same office. No person shall be elected to an office unless he shall be a member for at least one (1) calendar year. Officers shall be Voting Members. Each officer is entitled to one (1) vote.

SECTION 2. PRESIDENT

The President shall be the principal executive officer of the Corporation. Subject to the direction and control of the Board of Directors, he shall be in charge of the business and affairs of the Corporation; he shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, he shall discharge all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors. He shall preside at all meetings of the members and of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these By-Laws, he may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the Corporation with the Secretary.

SECTION 3. VICE PRESIDENT

The Vice President shall assist the President in the discharge of his duties as the President may direct and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. In addition, the Vice President shall be responsible for preparing and maintaining an inventory which describes the property of the Corporation and the location of such property, for maintaining in full force and effect such insurance with respect to the property of the Corporation as the Board of Directors may from time to time deem appropriate, and for leasing the property of the Corporation upon such terms and conditions, and to such persons and entities, as the Board of Directors may from time to time deem appropriate. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these By-Laws, the Vice President may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the Corporation.

SECTION 4. TREASURER

A. The Treasurer (or his designee as appointed by the President and approved by the Board) shall receive all monies belonging to the Corporation, giving his receipt thereafter. He shall deposit all funds received by him within a reasonable time after receipt in designated depositories of the Corporation in the name of the Northbrook Civic Foundation. He shall pay out funds and all checks or drafts except for (a) Northbrook Days or other fund raising event(s) accounts, and (b) the Building Fund account. All such checks and drafts paid by the Treasurer must be signed by two (2) officers of the Corporation, at least one (1) of whom must be either the President or the Treasurer. He shall keep an itemized account of all receipts, disbursements and donations and render a written report of same at each regular membership meeting of the Corporation and an annual written report of same at the close of each fiscal year which shall end on December 31 of each year. Copies of the Treasurer's written reports shall be furnished to the President and to the Secretary for inclusion in the minutes.

He shall be bonded if deemed necessary by the Board of Directors in an amount that shall be deemed sufficient by the Board, all at the expense of the corporation. The Treasurer shall be responsible for the administration of all funds and accounts of the Corporation. A safety deposit box may also be established and entry to such box shall be by two (2) Officers of the Corporation, at least one (1) of whom must either be the President or the Treasurer.

B. The Treasurer (or his designee as appointed by the President and approved by the Board) shall maintain separate Northbrook Days or other fund raising event(s) accounts consisting of monies advanced by the Corporation before the start of Northbrook Days or such other fund raising event(s) to pay advance expenses thereof, and to receive collections from Northbrook Days or other fund raising event(s). After Northbrook Days or other fund raising event(s), all unspent monies except those required and reserved to pay Northbrook Days or other fund raising event(s) expenses and except for those monies required to fund start up costs for the next Northbrook Days or other fund raising event(s) shall be transferred immediately to the Contingency Fund as unallocated funds for distribution in the following fiscal year budget, as provided for elsewhere in these By-laws. Checks drawn on the Northbrook Days account or other fund raising event(s) account shall be countersigned by two (2) members of the Northbrook Days Committee, one of whom must be either the Committee Treasurer or the Committee Chairman. Each such separate account shall be maintained in designated depositaries of the Corporation in the name of the Northbrook Civic Foundation. A written report noting all disbursements and receipts, as well as all contractual obligations, made by Northbrook Days or other fund raising event(s) shall be submitted to the Treasurer and to the Board of Directors monthly.

C. The Treasurer (or his designee as appointed by the President and approved by the Board) shall also maintain a separate Building Fund account consisting of monies advanced by the Corporation pursuant to budget authorization to pay expenses thereof for the current budget year. The Building Fund account shall be maintained in a designated depositary of the Corporation. A written report noting all disbursements and receipts, as well as all contractual obligations, made by the Building Fund shall be submitted to the Treasurer monthly.

D. The Treasurer shall invest all monies in excess of current needs in amounts, at times, and at terms pursuant to direction and authority of the Board of Directors, but only in such permitted investments as are described in these By-Laws.

E. The Treasurer shall maintain all past and current records of the ownership and location of the Corporation's tangible and intangible property.

F. The Treasurer shall submit the required IRS Tax return and other financial reports as necessary as soon as possible but no later than May 15 of the appropriate year. As needed, he will consult with the auditing and Insurance Committee, the Corporation's independent accountant, and the Board of Directors. He shall provide monthly status reports on the preparation and completion of the return to the Board of Directors until completed. When completed, two (2) copies of the return shall be submitted to the president for signature. A Copy will be provided to the Chairman of the Auditing and Insurance Committee.

SECTION 5. SECRETARY

The Secretary shall record the minutes of the meetings of the members and of the Board of Directors in one (1) or more books provided for that purpose. He shall see that all notices are duly given in accordance with the provisions of these By-Laws, or as required by law. He shall be custodian of all current and past Corporate records, minutes and archives and of the seal of the Corporation. He shall keep a register of the post office address of each member, which shall be furnished to him by each member. He shall be responsible for the collection of all dues from members, and transfer them to the Treasurer for deposit into the Corporate accounts. He shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. He shall maintain individual service records of the members of the Corporation as prescribed by the Board of Directors. He shall maintain a current roster of all classes of membership.

SECTION 6. CONTRACTS

The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

SECTION 7. INDEBTEDNESS

Notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by two (2) officers of the Corporation, at least one (1) of these must be the President or Treasurer.

ARTICLE X

Committees

SECTION 1. COMMITTEES OF DIRECTORS

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one (1) or more committees, each of which shall consist of two (2) or more directors, which committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.

SECTION 2. PERMANENT COMMITTEES

The following committees shall be permanent committees of the Corporation. The President shall appoint members to these committees prior to the January Regular Meeting of Members. The President shall announce at said meeting such appointments.

Permanent committee members shall serve for a term from January 1 to December 31 annually. The President shall be an ex-officio member of all permanent committees:

A. An Auditing and Insurance Committee shall consist of three (3) members excluding the Treasurer. At least one (1) member of the Committee should be a C.P.A., if available. This Committee shall examine the current accounts of the Treasurer and the annual accounts of the Treasurer and all applicable tax returns of the prior year and report to the members at least semi-annually of its findings.

The Committee shall review, report, audit and recommend to the Board of Directors insurance needs and requirements, including but not limited to, obtaining competitive bids for all insurance. The Committee shall maintain a schedule of all insurance policies issued to the Corporation and shall insure that copies of such schedule be furnished to the Secretary and Treasurer by December 31 annually.

B. A Publicity Committee shall publish or cause to be published the business and accomplishments of the Corporation and shall maintain permanent records of all film, plates, negatives, clippings and sundry items.

C. A Membership Committee shall consist of at least three (3) members and shall actively promote membership in the Corporation. It will receive all applications for membership and interview each applicant to verify his understanding of these By-Laws and the active participation necessary in fund raising events of this corporation. It will present applications which have received a majority vote of the Committee, to the membership at any regular meeting of the Corporation. The Committee may design or select any application form for use, subject to the approval of the Board of Directors.

D. A General Projects Committee shall consist of not less than five (5) Voting Members. It shall review all requests of proposals for donations or activities or expenditures in furtherance of the Corporate purposes up to five thousand dollars ($5,000). It shall have the duty of searching out and investigating projects for donations or activities or expenditures in furtherance of the Corporate objectives, whether or not request is made therefore. This Committee shall report its findings and recommendations to the membership.

E. A Major Projects Committee shall consist of not less than five (5) Voting Members. It shall review all requests or proposals for donations or activities or expenditures in furtherance of the Corporate purposes in excess of five thousand dollars ($5,000). It shall have the duty of searching out and investigating projects or activities or expenditures in furtherance of the Corporate objectives, whether or not application is made therefore. This Committee shall report its findings and recommendation to the membership.

F. A Building Committee shall consist of not less than five (5) Voting Members. It shall be responsible for the improvement, maintenance and administration of all real estate owned or leased by the Corporation. This Committee shall prepare and furnish to the Board of Directors during each month a written report which itemizes all disbursements and receipts, as well as all contractual obligations, made by this Committee on both a monthly and year-to-date basis.

G. A Scholarship Committee shall consist of not less than five (5) Voting Members. It shall review all requests for scholarship awards to Northbrook residents who will be attending their first year of post secondary school education. It shall have the duty of searching out and investigating students worthy of receiving such awards. It shall give awards both for merit and for demonstrated financial need. This Committee shall report its findings and recommendations to the membership.

H. A Northbrook Days Committee shall consist of not less than four (4) voting members, including, but not limited to, a Committee Chair(s), a Committee Treasurer, and an immediate past Committee Chair. This Committee shall meet on a regular basis throughout the entire year to plan and coordinate all aspects which in any way relate to each Northbrook Days Festival. The President shall appoint such members as needed immediately following Northbrook Days, but not later than January of each year. This Committee shall prepare and furnish to the Treasurer and to the Board of Directors during each month a written report which itemizes all receipts and disbursements, as well as all contractual obligations, received or made by this Committee on both a monthly and year-to-date basis.

SECTION 4. OTHER COMMITTEES

Other committees may be designated by the president and confirmed by a majority of the directors present at a meeting at which a quorum is present. The President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the President, whenever in his judgment the best interest of the Corporation shall be served by such removal.

SECTION 5. CHAIRMAN OF COMMITTEES

One (1) member of each committee shall be appointed Chairman by the President. The Chairman shall have a vote on all committee actions.

SECTION 6. VACANCIES OF COMMITTEE MEMBERS

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 7. QUORUM OF COMMITTEES

A majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 8. RULES OF COMMITTEES

A. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

B. Each committee shall record minutes of all committee meetings and shall submit a copy of such minutes to the corporate Secretary.

ARTICLE XI

Cash Receipts

SECTION 1. GENERAL

Any sums in excess of current needs must be invested at all times at the direction of the Board of Directors, but only in the following investments:

(A) interest bearing savings or investment accounts, or certificates of deposit, the entire principal of which is insured by the Federal Deposit Insurance Corporation or by the Federal Savings and Loan Insurance Corporation; (B) interest bearing bonds, bills, notes or other securities of the United States Government or which are backed by the full faith and credit of the United States Government. In addition to the foregoing, the corporation may enter into real estate contracts, leases, mortgages, or notes as a capital investment of the Corporation, whether or not that real property directly or indirectly relates to the purposes of the Corporation, as a means of creating an income producing asset, but only upon the approval of the Membership and of the Board of Directors.

SECTION 2. GIFTS

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for general purposes, or for any special purpose of the Corporation. At the discretion of the Board of Directors, gift amounts may be added to appropriate Funds for disbursement or donation in the current fiscal year.

SECTION 3. PROPERTY RENTAL

The Board of Directors may accept on behalf of the Corporation any receipts from rental or sale of Corporation property for general purpose, or for any special purpose of the Corporation. At the discretion of the Board of Directors, such receipts may be added to appropriate Funds for disbursement or donation in the current fiscal year.

SECTION 4. FUND RAISING PROCEEDS

The Board of Directors shall hold the net proceeds of the Northbrook Days or other fund raising event(s), at the time such proceeds are produced, in the Contingency Fund for distribution in the following fiscal year's budget.

ARTICLE XII

Donations and Disbursements

SECTION 1. MAY NOT EXCEED BUDGET AUTHORIZED LEVELS

Disbursements or donations from any Fund will not exceed budget authorized levels unless otherwise provided for in these By-Laws.

SECTION 2. NORTHBROOK DAYS FUND

The Northbrook Days Fund shall provide monies from the Corporation for disbursements in advance of Northbrook Days at the discretion of the Northbrook Days Committee, and shall receive Northbrook Days collections and shall provide for payment of operating expenses from those collections.

SECTION 3. OTHER FUNDS

All other funds shall, in accordance with budget authorizations, be the source of disbursements or donations directly furthering the Corporate objectives, and general Corporate expenses and obligations. Monies are voted to be spent from these Funds by a majority vote of Voting Members at any regular membership meeting. Aggregate disbursements and donations from these Funds will not exceed the currently approved budget authorization.

SECTION 4. MAJOR PROJECTS FUND

The Major Projects Fund shall be the source of monies which further the Corporate objectives for any project approved by the membership by secret ballot and approved by the Board of Directors which exceeds five thousand dollars ($5,000.00). All disbursements made from the Major Projects Fund must strictly follow the procedures listed herein.

A. The Chairman of the Major Projects Committee, or a member of that Committee designated by the Chairman, shall render to the membership at any regular membership meeting a report of the merits and desirability of the proposed disbursement or donation. Following his presentation, the person making such report shall move that such a disbursement or donation be made, and if the motion is seconded, the presiding officer of the regular meeting shall allow reasonable discussion on the motion.

B. Following the discussion above, membership may amend, table, send the project back to Committee, or agree to send the project, including any amendments, to the membership by means of a secret ballot, all by a majority vote of members present at that meeting.

C. If the motion to send the project to ballot succeeds with a majority vote, but there is a minority of at least twenty-five percent (25%) of members voting against the motion to send to ballot, then that minority of members may draft a minority position statement, which must identify each dissenting member on it, for inclusion within the ballot envelope.

D. Following an affirmative vote by members to send the project to a secret ballot vote, then not less than fifteen (15) days prior to the next regular membership meeting a secret written ballot shall be sent by the Secretary to all Voting Members for consideration. That ballot shall be accompanied with the motion as finally decided by the membership at the previous regular membership meeting, plus supporting information or background of the proposed disbursement or donation, plus a separate minority or negative report, if any, signed by those dissenting members, plus a stamped return envelope addressed to the Corporation.

E. Ballots may be returned in person or by the use of said envelope. No system shall be used to determine the result of the votes until the envelopes are opened and the votes are counted at the regular meeting. No envelope shall be opened by anyone prior to the meeting. Numbered return envelopes may be used only for the purpose of identifying which members voted.

F. At the next regular meeting the presiding officer shall appoint at least two (2) tellers to open the envelopes and separate the ballots from the envelopes so that it cannot be determined how any member voted. The tellers shall not be a director, or member of the Major Projects committee. The tellers shall tally the votes, certify the results in writing, then announce the results to the membership. There shall be no discussion on said motion at such meeting.

G. The motion to make a disbursement or donation from the Major Projects Fund shall be carried by an affirmative vote of not less than a majority of the total voting membership. For the purposes solely of this Paragraph G, the term "total voting membership" shall include all Active Members, and all Lifetime Members who vote on such motion, but shall not include those Lifetime Members who do not vote on such motion.

H. If the proposal received a majority vote as described above in Paragraph G, then at the next regular meeting of the Board of Directors, said Board shall vote on such disbursement or donation, with an affirmative majority vote of the Board of Directors necessary to confirm the approval of such expenditure.

I. In the event that any disbursement or donation voted by the membership out of the Major Projects Fund shall fail to secure the approval of the Board of Directors, it may again be submitted at the next regular or special meeting of the membership, and to override the opposition of the Board of Directors, must secure an affirmative vote of a majority of the entire voting membership of the Corporation within the succeeding two-month period.

J. The Secretary shall preserve and maintain all ballots for not less than twelve (12) months from the date of voting.

SECTION 5. SCHOLARSHIP FUND

The Scholarship Fund shall be the source of disbursements or donations for scholarship awards. Monies are voted to be spent from this Fund by a majority vote of Voting Members at any regular membership meeting and by approval of the Board of Directors. Monies, except for Merit Awards, are not to be given directly to the recipient of such awards; rather, upon acceptable documentation of proof of enrollment, funds will be forwarded to the appropriate institution.

SECTION 6. GENERAL PROJECTS FUND

The General Projects Fund shall be the source of disbursements or donations directly furthering the Corporate objectives. Monies are voted to be spent from this Fund by a majority vote of Voting Members at any regular membership meeting and by approval of the Board of Directors. The maximum donation from the Fund for any project is five thousand dollars ($5,000.00).

A. Requests for disbursement or donations which recur on an annual basis must be received from the requesting organization prior to January 1 of the fiscal year to be considered for inclusion in the annual budget for such fiscal year. If approved by the General Projects Committee, the Board of Directors, and the Voting Members at the February Regular Membership Meeting, each such request will be specified in the budget authorization for allocation as a recurring disbursement or donation.

B. Requests for disbursements or donations from organizations or for purposes not previously received will be funded from the unallocated balance remaining in the budget authorization after provision has been made for the recurring disbursements and donations.

SECTION 7. CIVIC BUILDING FUND

The Civic Building Fund shall provide monies from the Corporation to pay for the costs of the operation, maintenance and administration of the Civic Building. Monies are voted to be spent from this Fund pursuant to the Corporation's applicable budget and as provided by the Board of Directors.

SECTION 8. HOUSEKEEPING FUND

The Housekeeping Fund shall provide monies from the Corporation to pay the general Corporate expenses and obligations of a clerical, administrative or social nature. Monies are voted to be spent from this Fund pursuant to the Corporation's applicable budget and as provided by the Board of Directors.

SECTION 9. ADDITIONAL FUNDS

Additional funds, as needed, shall be the source of disbursements or donations, directly furthering the Corporate objectives, or for general Corporation expenses and obligations, as provided for by budget authorization. Monies are to be voted to be spent from these additional funds by a majority vote of Voting Members at any regular membership meeting and by approval of the Board of Directors.

ARTICLE XIII

Books and Records

The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, and Board of Directors. All books and records of the Corporation may be inspected by any active member upon a ten-day written notice to the responsible corporate official. All books and records shall be maintained in Northfield Township, Illinois.

ARTICLE XIV

Fiscal Year

The fiscal year of the Corporation shall be a calendar year or as fixed by resolution by the Board of Directors.

ARTICLE XV

Budget

SECTION 1. APPROVAL

The Board of Directors shall prepare and submit to the Membership for approval at the Regular Membership Meeting in February of each year a Budget for the current fiscal year. The proposed Budget will be sent to the Membership with the written notice for the February Regular Membership Meeting. Budget approval will require a majority vote of the Voting Members present at the February Regular Membership Meeting.

SECTION 2. ALLOCATION

Budget authorization will be allocated to specific funds as recommended by the Board of Directors which, at a minimum, shall include Northbrook Days, Major projects, Scholarship, General Projects, Civic Building, and Housekeeping, Funds. Total authorizations may not exceed the total of unallocated funds on hand as of December 31 of the previous fiscal year. Any unallocated balance not authorized to a specific fund will be retained in a Contingency Fund for disposition as provided for elsewhere in this Article. It shall not be necessary for the Corporation to segregate the amount so allocated to any single Fund from the Corporation's general assets and monies.

SECTION 3. CHANGE

Budget change(s) shall be prepared by the Board of Directors and, upon written notice, submitted for Membership approval by a majority vote of Voting Members present at a regular membership meeting by transferring budget authorization from one specific fund to another, or from the Contingency Fund to any specific fund, subject to the following restrictions:

A. Approval, as provided for elsewhere in these By-Laws, of a major project which causes the Major Projects Fund's budget to be exceeded will constitute approval for a balancing amount to be transferred from the Contingency Fund.

Change(s) will not, in total, exceed the sum of unallocated funds on hand as of December 31 of the previous fiscal year.

ARTICLE XVI

Seal

The Corporation Seal shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Illinois."

ARTICLE XVII

Amendments

The By-Laws may be amended at any Regular or Annual Meeting by a vote of two-thirds (2/3) of the Voting Members of the Corporation attending such Regular or Annual Meeting, provided that the actual proposed amendment shall have been made available in writing for member inspection at the next preceding regular meeting of the Corporation; and provided, further, that written notice of the meeting shall have been sent to all Voting Members at least fifteen (15) days in advance of the date when such amendment is to be voted upon, notifying said members that at such meeting a proposal to amend the By-Laws is to be voted upon.

ARTICLE XVIII

Gender

Whenever the masculine gender shall be used herein, such words shall be equally applicable to the feminine gender.
ARTICLE XIX

Order of Business

SECTION 1. ORDER OF BUSINESS

At all Regular Meetings, the President shall follow the following order of business:

A. Call to order
B. Reading and approval of the minutes of last Regular Meeting
C. Reading of directors' minutes of last Directors' Meeting
D. Introduction of guests
E. Reading of correspondence
F. Report of officers, if any. The report of officers shall include the Treasurer's written report and motions for receipts and disbursements.
G. Reports of committees
H. Unfinished business
I. New business
J. Adjournment
K. Program, if any

SECTION 2. ANNUAL MEETING

At the Annual Meting, the President shall follow the following order of business.

A. Call to Order
B. Report of Officers, if any. The report of officers shall include the Treasurer's written report and motions for receipts and disbursements.
C. Annual Summary Report of Committees (no projects)
D. Adjournment
E. Program (Awards)

SECTION 3. ALTERATION OR SUSPENSION OF ORDER OF BUSINESS

The order of business may be altered or suspended at any meeting by a majority of the Voting Members present. The usual parliamentary rules as laid down in Robert's Rules of Order shall be used as a guideline when not in conflict with these By-Laws.

END OF BY-LAWS