Section 1.1. Principal Office. The principal office of the association will be located at 400 Broadway, Highland, Madison County, Illinois.
Section 1.2. Other Offices. The association may have other offices within the County of Madison, State of Illinois, as determined by the board of directors or as required by the affairs of the association. Section 2.1. Membership. The association will have one class of members. The designation of such class and the qualifications and rights of the members of such class will be as follows: Persons who (a) have attended or graduated from any high school that is or was located within the geographic boundaries of Highland Community Unit School District No. 5 (“HCUSD”), or (b) are staff members of HCUSD and are appointed or elected to the board of directors in accordance with these bylaws.
Section 2.2. Admission. An applicant will be admitted to membership in the association only on making application for membership and on being approved by the board of directors. Applications for membership will be in a form prescribed by the board of directors. An affirmative vote of a majority of the members of the board of directors or a duly authorized committee of the board of directors will be required for election.
Section 2.3. Voting Rights. Members will have no voting rights.
Section 2.4. Suspension or Expulsion of Members. (a) Grounds for Suspension. A majority of the board of directors will have power to suspend or expel members for willful infractions of the board rules or of any bylaw of the association, or for acts or conduct that they may deem disorderly or injurious or hostile to the interests of the objects of the association, or for acts or conduct calculated to disturb the order, peace, or harmony of the association or to impair the good name of the association, or non-payment of dues. (b) Notice and Hearing. Prior to suspension or expulsion for any reason other than non- payment of dues or other charges, the board of directors shall give a member notice and hearing before the board of directors or a committee of the board of directors, as determined by the board of directors. (c) No Appeal by Member. The offender may not appeal from a determination of suspension or expulsion by the board of directors or its committee.
Section 2.5. Resignation. Any member may resign by filing a written resignation with the secretary.
Section 2.6. Reinstatement. On written request signed by a former member filed with the secretary, the board of directors may, by the affirmative vote of three-fifths of the members of the board, reinstate the former member to membership on terms deemed appropriate by the board of directors.
Section 2.7. Termination of Membership. Membership will terminate on the death or resignation of a member or on the member's expulsion by the board of directors. Upon termination any right, title, or interest of the member in or to the property and assets of the association will cease.
Section 2.8. Member Meetings. Meetings of the members will be held at such times and places as may be determined by the board of directors from time to time. Section 3.1. Members Meeting. Meetings of the members will be held at such time or times as the board may determine and for such purposes as the board of directors may determine, but the board of directors need not determine to hold any meeting of members.
Section 3.2. Place of Meeting. The board of directors may designate any place, either within or outside the State of Illinois, as the place of meeting for any meeting called by the board of directors. If no designation is made, the place of meeting will be the principal office of the association in the State of Illinois.
Section 3.3. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members will be delivered personally, sent by email, fax or by mail, to each member not less than five (5) nor more than sixty (60) days before the date of the meeting. Section 4.1. General Powers. The affairs of the association will be managed by its board of directors.
Section 4.2. Number, Tenure, and Qualifications. The number of directors will be not less than five nor more than twelve. Directors will be elected at each annual meeting of directors, and each director will hold office for the term for which he or she is elected and until his or her successor is elected and qualified. Directors must be members of the association. The first meeting of the board of directors will be the organizational meeting. At the organizational meeting, the board will divide the initial directors by lot (unless otherwise agreed by a majority) into three classes of substantially equal number – classes 1, 2, and 3. Class 1 directors will have a one year term; class 2 directors a two-year term and class 3 directors a three year term. There will be no other distinction among classes of directors. After the initial term of each class of directors, all directors will have a three year term and there will no longer be classes of directors. No director may serve more than two successive three year terms.
Section 4.3. Annual and Regular Meetings. The board of directors must hold an annual meeting on a date and at an hour agreed upon. Unless otherwise determined by the board of directors, the annual meeting of the board of directors will be held on the Saturday preceding the Highland High School homecoming football game at 1:00 p.m., at the principal office of the association. The board of directors may provide by resolution the time and place within the territorial boundaries of HCUSD for the holding of regular meetings of the board without other notice than the resolution.
Section 4.4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president, a majority of the executive committee, or one-fifth of the directors. The person or persons authorized to call special meetings of the board may fix any place within the territorial boundaries of HCUSD as the place for holding any special meeting of the board called by them.
Section 4.5. Notice. Notice of any special meeting of the board of directors will be given at least seven days prior to the meeting by written notice delivered personally, or sent by fax, email or mail to each director at his or her address as shown by the records of the association. If mailed, a notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice be given by fax or email, it will be deemed to be delivered when the fax or email is sent. Any director may waive notice of any meeting. The attendance of a director at any meeting will constitute a waiver of notice of the 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. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of the meeting, unless specifically required by law or by these bylaws.
Section 4.6. Quorum. A majority of the board of directors will constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 4.7. Manner of Acting. 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 the act of a greater number is required by law or by these bylaws.
Section 4.8. Vacancies. Any vacancy occurring in the board of directors will be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy will be elected for the unexpired term of his or her predecessor in office.
Any directorship to be filled by reason of an increase in the number of directors will be filled by election at an annual meeting at a regular meeting, or at a special meeting of directors called for that purpose by a majority of the directors for a one, two, or three year initial term. Directors added due to an increase in the number of directors will be added as class 1, 2, and 3 directors for their initial terms (as provided in Section 4.2), such that the number of directors added to each class will as nearly as possible result in one third of directors’ terms expiring each year.
Section 4.9. Compensation. The directors will not receive any compensation for their services as directors, but by resolution of the board of directors, directors may be reimbursed for expenses incurred for the activities of the association. By resolution of the board of directors any director may be indemnified for expenses and costs, including attorney's fees, actually and necessarily incurred in connection with any claim asserted against that director, by action in court or otherwise, by reason of his or her being or having been a director, except in relation to matters as to which he or she is guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
Section 4.10. Organizational Objectives for the Board. (a) The board of directors will attempt to increase the size of the board of directors as the increase in members permits. It is a goal of the association to expand the board to twenty-five members or more. (b) The board will also seek as board members: (1) at least two other HCUSD staff members as directors, (2) at least one board member from each of the legal and accounting professions, and (3) alumni from as many calendar decades as possible.
Section 4.11. Election of Directors. Directors will be elected by a majority vote of a quorum of directors voting, but not less than one-third of directors then in office. The superintendent of schools for HCUSD, or his or her designee, will be a permanent member of the board of directors.
Section 4.12. Suspension; Removal. Board members may be removed or suspended by a vote of two thirds of the directors holding office. Section 5.1. Officers. The officers of the association will be a president, one or more vice- presidents (the number to be determined by the board of directors), a secretary, a treasurer and any other officers elected in accordance with the provisions of this article. The board of directors may elect or appoint any other officers, including one or more assistant secretaries, and one or more assistant treasurers, which it deems desirable, and these officers will have the authority and perform the duties prescribed by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary. Officers must be members of the association and may be directors of the association.
Section 5.2. Election and Term of Office. The officers of the association will be elected annually by the board of directors at the annual meeting of the board of directors. If the election of officers is not held at the annual meeting, the election will be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Each officer will hold office until his or her successor is elected and qualified.
Section 5.3. 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 association would be served thereby, but removal will be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.4. Vacancies. A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5.5. President. The president will be the principal executive officer of the association and must supervise and control all of the business and affairs of the association. The president will preside at all meetings of the members and of the board of directors. The president may sign, with the secretary or any other proper officer of the association authorized by the board of directors, any deeds, mortgages, bonds, contracts or other instruments that the board of directors have authorized to be executed, except in cases where the signing and execution of these documents will be expressly delegated by the board of directors or by these bylaws or by statute to some other officer or agent of the association. In general, the president will perform all duties incident to the office of president and any other duties prescribed by the board of directors.
Section 5.6. Vice-President. In the absence of the president or in event of an inability or refusal to act, the first vice-president, or in event of an inability or refusal to act, the second vice- president, or in the event there be more than two vice-presidents in the order of their election, will perform the duties of the president, and when so acting, will have all the powers of and be subject to all the restrictions on the president. Any vice-president will perform any other duties assigned by the president or by the board of directors.
Section 5.7. Treasurer. If required by the board of directors, the treasurer will give a bond for the faithful discharge of his or her duties in a sum and with such surety or sureties as determined by the board of directors. The treasurer will have charge and custody of and be responsible for all funds and securities of the association; receive and give receipts for money due and payable to the association from any source, and deposit all these monies in the name of the association in such banks, trust companies, or other depositories selected by the board of directors, and, in general, perform all the duties incident to the office of treasurer and any other duties assigned by the president or by the board of directors.
Section 5.8. Secretary. The secretary will keep the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; see that all notices are given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records of the association; keep a register of the post-office address of each member which will be furnished to the secretary by each member; and in general perform all duties incident to the office of secretary and any other duties assigned by the president or by the board of directors.
Section 5.9. Assistant Treasurers and Assistant Secretaries. If required by the board of directors, the assistant treasurers will give bonds for the faithful discharge of their duties in sums and with sureties determined by the board of directors. The assistant treasurers and assistant secretaries, in general, will perform duties assigned to them by the treasurer or the secretary or by the president or the board of directors. Section 6.1. Executive Committee. Internal management and conduct of the business of the association, by resolution adopted by a majority of the board of directors in office, may be vested in an executive committee composed of the president, first vice-president, second vice-president, secretary and treasurer. Members of the committee will be appointed by resolution of the board of directors. At least a majority of the members of the committee will be directors of the association. The executive committee is authorized to make all contracts and authorize all transactions in the ordinary course of business of the association, and to do all things necessary or incident to those duties. This designation and delegation of authority will not operate to relieve the board of directors, or any individual director, of any responsibility imposed by law. The executive committee may act by unanimous written agreement of its members, or by a majority vote of its members at any regularly called meeting of which all members have had reasonable notice. The committee, at each regular meeting of the board of directors, and from time to time when requested by the board, must make a full report of all business transacted by the committee. Section 6.2. Nominating Committee. The board of directors, by resolution adopted by a majority of the directors in office, may create a nominating committee charged with nominating persons to serve as directors or officers of the association and to oversee their election. The nominating committee may also recommend to the board of directors changes in the number of directors of the association consistent with law (If minimum and maximum numbers of directors are recommended the minimum must be at least three and the maximum may not exceed the minimum by more than five.) Section 6.3. Other Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate other committees, each of which will consist of two or more directors, which committees, to the extent provided in the resolution, will have and will exercise the authority of the board of directors. The designation of committees and the delegation of authority to them will not operate to relieve the board of directors, or any individual director, of any responsibility imposed by law. A committee designated may perform the functions of any officer and the functions of any two or more officers may be performed by a single committee, including the functions of both president and secretary. Section 6.4. Other Committees. Other committees not having and exercising the authority of the board of directors in the management of the association may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committee will be members of the association, and the president of the association will appoint the members of the committee. Any member of a committee may be removed by the person or persons authorized to appoint the member whenever in that person's or those persons' judgment the best interests of the association will be served by removal. Section 6.5. Term of Office. Each member of a committee will continue as such until the next annual meeting of the board of directors and until a successor is appointed, unless the committee is sooner terminated, or unless the member is removed from the committee, or unless the member ceases to qualify as a member of the committee. Section 6.6. Chair. One member of each committee will be appointed to chair the committee by the person or persons authorized to appoint the committee members. Section 6.7. Vacancies. 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 6.8. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee will constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present will be the act of the committee. Section 6.9. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the board of directors. Section 7.1. Contracts. The board of directors may authorize any officer or officers, agent or agents of the association, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the association, and that authority may be general or confined to specific instances. Section 7.2. Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the association will be signed by officers or agents of the association as determined by resolution of the board of directors. In the absence of such determination by the board of directors, those instruments will be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice-president of the association. Section 7.3. Deposits. All funds of the association will be deposited from time to time to the credit of the association in banks, trust companies, or other depositaries selected by the board of directors. Section 7.4. Gifts. The board of directors may accept on behalf of the association any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the association. Section 8.1. Certificate of Membership. The board of directors may provide for the issuance of certificates evidencing membership in the association, which will be in a form determined by the board. Certificates must be signed by the president or a vice-president and by the secretary or an assistant secretary. Issuance of the certificate will be entered on the records of the association. If any certificate becomes lost, mutilated, or destroyed, a new certificate may be issued on terms and conditions determined by the board of directors. Section 8.2. Issuance of Certificates. If the board of directors will have provided for the issuance of certificates of membership under the provisions of Section 8.1, when a member has been elected to membership and has paid any initiation fee and dues that may then be required, the secretary will issue a certificate of membership in the new member's name and deliver it to the new member. Section 9.1. Annual Dues. The board of directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the association by members. Section 9.2. Payment of Dues. Dues will be payable in advance of the first day of each fiscal year. Section 10.1. Books and Records. The association 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 committees having any of the authority of the board of directors and addresses of the members. All books and records of the association may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time. Section 10.2. Fiscal Year. The fiscal year of the association will begin on the first day of January and end on the last day of December in each year. Section 10.3. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Illinois General Not-For-Profit Corporation Act of 1986 or under the provisions of the articles of incorporation or the bylaws of the association, a waiver of notice in writing signed by the person or persons entitled to notice, whether before or after the time stated therein, is the equivalent to the giving of notice. Section 11.1. Power of Directors To Amend Bylaws. Subject to any limitations set forth in the articles of incorporation, these bylaws, and the Illinois General Not-For-Profit Corporation Act of 1986, the bylaws of this association may be amended, repealed, or added to, or new bylaws may be adopted, by a resolution of the board of directors approved by a majority of directors in office.