CORPORATE BYLAWS of ROCKFORD PROMISE
Section 1.1 Corporate Name.
The name of the corporation shall be ROCKFORD PROMISE, an Illinois not-for-profit corporation.
Section 1.2 Corporate Purposes.
The purposes of the corporation are to operate exclusively for charitable, scientific or educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986, as amended, in the course of which operation:
(i) No part of the net earnings of the corporation shall inure to the benefit
of or be distributable to its directors, officers or other private persons except that
the corporation shall, except as otherwise provided in these bylaws, 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;
(ii) No substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation, and the
corporation shall not participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of any candidate for
(iii) Notwithstanding any other provisions of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law);
and in furtherance thereof:
(a) to provide grants or scholarships on behalf of qualified graduates of Rockford Public School District No. 205 for the purpose of attending board-approved accredited post-secondary educational or training program; thus, improving the earning power of individuals, providing skilled workers to area businesses and enhancing the economic development of our community;
(b) to receive and accept cash contributions, property and bequests to be administered under these bylaws and the Articles of Incorporation for charitable purposes;
(c) the making of distributions of income or principal in accordance
with the terms of gifts, bequests, or devises to the corporation not
inconsistent with the purposes expressed in these bylaws and theArticles of Incorporation or in accordance with determinations by the Board of Directors pursuant to these bylaws and the Articles of Incorporation;
(d) to own, lease, donate or otherwise deal with all property, real and personal, to be used in furtherance of these purposes;
(e) to contract with other organizations, for-profit and not-for-profit, with individuals, and with governmental agencies in furtherance of these purposes.
Section 1.3. Corporate Offices.
The corporation shall have and continuously maintain in this state a registered office and a registered agent whose office address is identical with such registered office, and may have other offices within or without the state of Illinois as the board of directors may from time to time determine.
Section 1.4. Corporate Dissolution.
Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the
payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an
exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors may determine. Any such assets not so disposed of shall be disposed of by the circuit court of the county in which the principal office of the organization 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.
The corporation shall have no members.
BOARD OF DIRECTORS
Section 3.1. Powers.
The board of directors shall manage the affairs of the corporation, shall exercise its powers and shall control its property. It alone shall determine compliance with the corporation's stated purposes and shall have the power and authority to do and perform all acts or functions not inconsistent with these bylaws or the corporation's articles of incorporation.
Section 3.2. Classes and Terms.
The board of directors of the corporation shall consist of ten (10) to twenty (20) persons. Those elected as
directors shall be divided into two approximately equal classes to create staggered terms of two years each. At all annual elections thereafter, directors elected to fill expired terms shall be elected for a term of two years.
Section 3.3. Election.
The directors whose terms expire shall be elected by the board of directors at its annual meeting. New directors shall be elected by the majority vote of all the remaining directors at any regular or special meeting.
Section 3.4. Compensation.
Directors shall receive no compensation.
Resignation and Removal of Directors. A director may resign at any time upon written notice to the board of directors. A director may be removed at any regular or special meeting of the board of directors by the
affirmative vote of two-thirds of the directors then serving.
Section 3.6. Vacancies.
Vacancies due to death, resignation or cause other than expiration of term shall be filled by a majority vote of all of the remaining directors at any regular or special meeting. Any director elected to fill an existing vacancy other than one created by expansion, shall be elected for the unexpired term of his predecessor. Any directors appointed to fill vacancies created by expansion shall be divided into classes to try and establish two equal classes of two year staggered terms to preserve approximate equality between the
number of directors whose terms expire each year.
Section 3.7. Voting.
Each director shall have one vote on any matter
submitted to the board of directors.
Section 3.8. Advisors to the Board.
The board of directors may designate non-voting advisors to the board, who shall be entitled to notice of and to attend all meetings of the board, who may express their views, but who shall not be entitled to vote, or attend executive sessions of the board unless invited to do so by a majority vote of the board of directors.
Section 3.9. Annual Meeting.
The annual meeting of the board of
directors shall be held in June of each year at such place and at such hour as may
be designated by the President in the notice. The purposes of the annual meeting
shall be (a) to elect directors; (b) to elect the officers of the corporation for the
coming year; and (c) to transact such other business as may be desirable.
Section 3.10. Regular Meetings.
The board of directors shall hold regular
meetings at least four (4) times annually at the principal office of the corporation or
at such place and at such time as may be designated by the President in the notice.
The annual meeting may be counted as one of the four (4) regular meetings.
Section 3.11. Special Meetings.
Special meetings of the board of
directors may be called by the President or upon receipt of a written request of
three (3) directors.
Section 3.12. Notice.
Written notice, first-class or electronic mail, of the
date, time and location of all board meetings shall be provided to each director not
less than five (5) nor more than forty (40) days before the date of the meeting,
which notice shall in the case of special meetings state generally the nature of the
business to be taken up at the meeting. A waiver of notice signed by the person or
persons entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving notice.
Section 3.13. Quorum.
For all meetings of the board of directors, a
quorum shall be a simple majority of the directors then serving, who shall be
present in person. Any director may participate in and act at any meeting of the
board through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can
communicate with each other. Participation in such meetings shall constitute
attendance and presence in person at the meeting of the person or persons so
participating. If less than a majority of the directors are present, a majority of the
directors present may adjourn the meeting to another time without further notice.
Section 3.14. 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
unless otherwise required by applicable law, the Articles of Incorporation, or these
Section 3.15. Informal Action.
Any action required to be taken at a
meeting of directors of the corporation, or any other action which may be taken at
a meeting of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors.
Section 3.16. Procedure.
Roberts Rules of Order Revised (latest edition)
shall govern procedure at all meetings of the board of directors and its committees
where not covered expressly by these bylaws.
Section 3.17. Emeritus and Honorary Directors.
3.17.1 Emeritus Directors.
The board of directors may designate as emeritus directors, individuals who have provided distinguished service to the corporation. Emeritus directors shall be entitled to notice of and to attend meetings of the board, may express their views, but shall not be entitled to vote, or attend executive sessions of the board.
3.17.2 Honorary Directors.
The board of directors may from time to time designate honorary directors, individuals whom the corporation wishes to honor by reason of their support of the mission and program of the corporation. If requested, an honorary director shall be entitled to notice of and to attend all meetings of the board, may express their views, but shall not be entitled to vote, or attend executive sessions of the board.
Neither emeritus or honorary directors shall be counted for purposes of determining the number of directors then serving pursuant to these bylaws nor shall they be considered for purposes of determining whether or not there is a quorum at a meeting, nor shall they be considered as directors for purposes of determining whether a committee may exercise the authority of the board independently.
OFFICERS OF THE CORPORATION
Section 4.1. Officers.
The officers of the corporation shall consist of president, vice president, secretary and treasurer. The board of directors may also elect other officers as it may deem necessary. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person.
Section 4.2. Election and Term of Office.
The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his death or until (s)he shall resign or shall have been removed in the manner hereinafter provided. Any officer may resign at any time by giving written notice of his/her resignation to the board of directors, president or secretary. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Election of an officer shall not of itself create contract rights.
Section 4.3. Compensation.
Officers shall receive no compensation.
Section 4.4. Removal.
Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.5. President.
The president shall be the principal officer of the corporation. Subject to the direction and control of the board of directors, (s)he shall be in charge of the business and affairs of the corporation; (s)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, (s)he shall discharge all duties incident to the office of president and such other duties as may be prescribed by
the board of directors. (S)he shall preside at all meetings 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 bylaws, (s)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 (s)he may accomplish such execution either under or without the seal of the corporation, and either individually or with any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. (S)he may vote all securities which the corporation is entitled to vote except as and to the extent such authorization shall be vested in a different officer or agent of the corporation by the board of directors.
Section 4.6. Vice President.
The vice president shall assist the president in the discharge of his or her duties as the president may direct, and shall perform such other duties as from time to time may be assigned to him or her by the
president or the board of directors. In the absence of the president, or in the event of his or her inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the president. 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 by these bylaws, 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 (s)he may accomplish such execution either under or without the seal of the corporation, and either individually or with any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. The vice president shall be custodian of the corporate records and the seal of the corporation, should one exist.
Section 4.7. Treasurer.
The treasurer shall be the principal accounting and financial officer of the corporation. (S)he shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefor, and for the receipt and disbursement thereof; (c) shall provide financial reports in a manner and format designated by the board of directors at the annual meeting and each regular meeting of the board of directors; (d) manage financially-related correspondence to donors, grant or scholarship recipients and the institutions of post-secondary education or training; and (e) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. The corporation shall provide funds for any required bond. The treasurer is responsible for filing all required state and federal reports and returns.
Section 4.8. Secretary.
The secretary shall record the minutes of the meetings of the board of directors and see that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
Section 5.1. Standing Committees.
The following committees shall be standing committees of the board.
Section 5.2. Executive Committee.
The executive committee shall consist of the officers of the corporation – president, vice president, treasurer and secretary. The executive committee shall meet upon the call of the president or any two members of the committee. When the board of directors is not in session, the executive committee may have all the powers, duties, responsibilities and authority of the board, except as prohibited by law.
Section 5.3. Scholarship Committee.
The president of the board of directors shall appoint members of the Scholarship Committee annually. The
committee is responsible for establishing policies for scholarship recipient selection and oversight. The committee shall include at least three directors. The committee is responsible for (a) development of guidelines for scholarship recipient selection; (b) development of program guidelines; (c) establishment of a monitoring and oversight system to ensure scholarship recipients satisfy selection criteria, and meet and maintain compliance with program guidelines; and (d) coordinate all communications between Rockford Promise and Rockford Public School District #205 to facilitate scholarship recipient selection.
Section 5.4. Special Committees.
Special committees may be created by resolution of the board of directors. A special committee shall limit its activities to the accomplishment of the tasks for which it is appointed and shall have no power to act except as specifically conferred by action of the board. Upon completion of the tasks for which it was created, a special committee shall stand discharged.
Section 5.5. Committee Appointments.
All committee members and committee chairs shall be appointed by the board of directors upon the recommendation of the president or as the board otherwise provides in any specific instance.
Each committee, other than advisory committees, must consist of not less than two directors and must be chaired by a director. Non directors may be appointed as committee members and shall have a vote unless the resolution establishing the committee or appointing nonmember directors provides otherwise.
Section 5.6. Committee Authority.
In order for any committee to exercise any authority of the board independently, its membership must be composed so that a majority of the members of the committee are also members of the board and a majority of the committee members who are directors must approve any action to be taken by the committee.
Committees with a majority of members who are non-directorsshall only act in an advisory capacity to the Board.
A committee may not:
Adopt a plan for the distribution of the assets of the corporation or for dissolution;
Fill vacancies on the board;
Elect or remove any officer or director;
Adopt, amend or repeal the By-laws or Articles of Incorporation;
Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; or
Amend, alter, repeal or take action inconsistent with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.
Section 5.7. Committee Procedures.
Each committee shall record minutes of its deliberations, recommendations and conclusions and shall promptly deliver a copy of such minutes to the president of the corporation. Reasonable notice of the meetings of any committee shall be given to the members thereof and to the president, who shall have the right to attend and participate in the deliberations of the committee. A waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving notice. The president or the committee chairman may invite to any committee meeting such individuals as they may select who may be helpful to the deliberations of the committee. A majority of the members of each committee shall constitute a quorum for the transaction of business and the act of a majority of the members of any committee present at a meeting at which a quorum is present shall be the action of the committee. Directors or non-director committee members may participate in and act at any meeting of a committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meetings shall constitute attendance and presence inperson at the meeting of the person or persons so participating. Any action which may be taken at a committee meeting may be taken without a committee meeting if a unanimous written consent is executed as required by the Illinois Not-For-Profit Corporation Act.
Section 6.1. Fiscal Year.
The fiscal year of the corporation shall be fixed by resolution of the board of directors.
Section 6.2. Contracts.
The president and her or his express designees shall be authorized to execute contracts on behalf of the corporation. In addition, the board may authorize other officers or agents to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the corporation, with such authority being either general or confined to specific instances.
Section 6.3. Loans and Indebtedness.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board with such authority being either general or confined to specific instances. No loan shall be granted to an officer or director of the corporation.
Section 6.4. Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation or to the corporation, shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
Section 6.5. Deposits.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board may select. Section 6.6. Budgets. Upon request of two or more members of the board of directors, the board of directors of the corporation shall prepare or have prepared the annual operating budget of the corporation.
Section 6.7. Maintenance of Records.
The corporation 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 of the authority of the board of directors. All books and records of the corporation may be inspected by any director for any proper purpose at any reasonable time.
Section 6.8. 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. Donors may make contributions for
specified purposes and such funds shall be held and disbursed by the treasurer for the specified purposes so long as the specified purpose is approved by the board and is consistent with the mission of the corporation. If it is determined by the board that the application of the contribution to the specified purpose is unnecessary, illegal or impractical and such funds cannot be returned to the donor, the said funds shall be dispersed in a manner that best carries out the intentions of the donor.
Conflicts of Interest
Section 7.1. Conflicts of Interest Policy.
The board of directors shall adopt by resolution a policy of the corporation and a mechanism for requiring
disclosure of all conflicts of interest.
Section 7.2. Disclosure.
In any transaction where a conflict of interest is believed to exist, the material facts of the transaction and the interest or relationship of any director shall be disclosed to the board or a committee consisting entirely of directors. The board or a committee authorized must approve or ratify the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum.
Section 7.3. Quorum Determination.
The presence of a director who is directly or indirectly a party to a transaction with the corporation or a director who is otherwise not disinterested may be counted in determining whether a quorum is present at any meeting of the board of directors or a committee of the board considering such a transaction.
Section 7.4. Voting.
When the board of directors or a committee of the board takes action on a transaction, any director who is directly or indirectly a party to the transaction with the corporation or any director who is otherwise not disinterested may not be counted in determining whether or not the action was passed by the necessary majority.
Section 7.5. Interested Directors.
For purposes of these bylaws, a director is indirectly a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner.
Section 8.1. Basic Indemnification.
The corporation may indemnify each of its officers and directors against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they are made parties, by reason of being or having been an officer or director, except in relation to matters as to which any such officer or director shall be adjudged in such action, suit or proceeding to be guilty of or liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. Indemnification shall be made only as authorized by a majority vote of disinterested directors or, if such a quorum is not obtainable, by independent legal counsel in a written opinion. Such right of indemnification shall not be deemed exclusive of any right, or rights, to which they may be entitled under any other bylaw, board resolution, agreement or otherwise.
Section 8.2. Insurance of Risk.
The corporation's management shall have the authority to purchase and maintain insurance on behalf of any and all of its present and former officers, directors, employees or agents against any liability or settlement based on liability asserted to have been incurred by them by reason of being or having been officers, directors, employees or agents of the corporation.
Waiver of Notice
Whenever any notice is required to be given by these bylaws or any of the corporate laws of the State of Illinois such notice may be waived in writing, signed by the person or persons entitled to said notice, whether before, at, or after the time stated herein, or before, at, or after the meeting.
The corporation recognizes the rights of all persons to equal opportunity in employment, compensation, promotion, education, positions of leadership and power, and shall not at any time discriminate against any employee, applicant for employment, director, officer, contractor or any other person with whom it deals,
because of race, creed, color, handicap, sex, national origin, sexual orientation or age.
These bylaws may be amended by affirmative vote of a majority of the directors then serving at any meeting of the board of directors provided that a brief description of such proposed amendment shall have been published in or with the notice of the meeting.
Adopted by Board Resolution on September 10, 2013.