Coalition of Citizens with Disabilities in Illinois
A voice for justice and equal opportunity since 1985!
A voice for justice and equal opportunity since 1985!
Dear CCDI members:
This special edition of The Catalyst contains new bylaws that have been approved by the CCDI Board of Directors and will soon require a vote by you.
The Documents Committee has worked very hard to develop streamlined bylaws that are respectful of our grass roots origins. Our mission and purpose have been unchanged, but changes have been proposed which will make the Board of Directors more accountable and responsive to our members. They will also allow our regional groups to be less formal while still meeting the legal requirements of a not-for-profit organization.
There are two substantive changes: We propose to no longer have Chapters but instead to have Action Teams which require a less formal structure. While there will be some reporting requirements for Action Teams in order to satisfy our legal obligations as a 501 (c) 3 organization, other requirements will be less stringent than in the past. This will allow local people to mobilize around local issues without a formal, regimented structure and to have more say in the activities they conduct. Language addressing how Action Teams are formed, operated, and dissolved will be addressed in an Action Team Handbook, but what we intend is to allow them to be flexible and fun while still carrying on the important business of CCDI. This Action Team Handbook will be developed by the Documents Committee and Regional Directors will have input into the document. It will also include helpful training and organizing information and can easily be updated to keep it current.
The other major change will be that Officers and Regional Directors be elected to one year terms rather than two year terms. Officers and Regional Directors may serve two consecutive terms in the same position, but each position will be up for election every year. This will allow for greater accountability to our Members and give more people the opportunity to participate in the leadership of the organization. One other change that this will bring about is that there will be no need for a president-elect and that position has been removed.
Some of the language addressing time and location of meetings and means of notification of meetings was removed because it was either outdated or unnecessary. Fourteen days notice will still be required and all meetings will be held in accessible environments and provide reasonable accommodation. Any necessary detail about meetings that isn’t already addressed in our policies and procedures manual will be added to that document.
Detailed language about the number and focus of standing committees has been eliminated to allow for flexibility in the focus of standing committees and help us be responsive to changing needs of our organization.
One important thing that you should know is that the passage of these proposed bylaws will have an effect on the nomination process that is currently underway. If they are passed, the current list of nominees will be discarded and the nomination process will have to begin again. It should be noted that most of the people who are currently nominated were at the board meeting and voted to allow this to happen. The Board of Directors believes that these changes should be implemented as soon as possible in order for CCDI to be able to move in the right direction.
You will be receiving a ballot to vote on these proposed bylaws in the mail in 30 days with a return-address envelope for its return. Be sure to mail the ballot by the date indicated on it so that your vote will be counted!
Sincerely,
Ruth Burgess Thompson
Executive Director
BYLAWS
OF
COALITION OF
CITIZENS WITH DISABILITIES IN ILLINOIS
A Not-For-Profit Corporation of the State of Illinois
SECTION 1.1 Powers. The Coalition of Citizens with Disabilities in Illinois ("Coalition") is a not-for-profit corporation incorporated under the laws of the State of Illinois and is tax-exempt within the meaning as defined in section 501(c)(3) of the Internal Revenue Code of the United States of America (“Code”). The Coalition shall have the powers stated in its Articles of Incorporation, these Bylaws, and the Illinois General Not-For-Profit Act as amended.
SECTION 1.2 Registered Offices and Agent. The Coalition shall have and continuously maintain in the State of Illinois a registered office and a registered agent, and may have such other offices within the State of Illinois as the Board may determine. The primary business office of the Coalition will be the Coalition's headquarters in Springfield ("Coalition Office").
SECTION 1.3 Prohibition Against Political Activities. The Coalition and its Action Teams shall not carry out any activities not permitted to be carried out: 1) by an organization exempt from federal income tax taxation under Section 501(c)(3) of the Code, or 2) by an organization the contributions to which are deductible under Section 170(c)(2) of the Code. The Coalition and its Action Teams may not carry on propaganda, or otherwise attempt to influence legislation, participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office except as authorized under the Code.
SECTION 2.1 Mission. The Coalition shall be a grassroots organization of individuals, groups, and organizations that will act together to be a catalyst to promote and advocate for the full and equal participation in society of all people with disabilities.
SECTION 2.2 Purpose. The Coalition shall have the purposes and powers as may be stated in its Articles of Incorporation and such powers as are now or may be granted hereafter by the State of Illinois General Not-For-Profit Corporation Act of 1986, or any successor legislation. The primary purposes of the Coalition include but are not limited to:
SECTION 3.1 Membership Types. The Coalition shall have two types of members: individual and organizational members (collectively "Members")
SECTION 3.2 Qualifications. Members shall meet the following qualifications: 1) Indicate a belief in the mission and purposes of the Coalition as signified by the completion of an application for membership, 2) pay and remain current on the applicable dues for Members as set by the Board from time to time, and 3) accept the duty and the responsibility of voting. A Member's membership shall become effective upon issuance of a membership card from the Coalition and may not be transferred or assigned.
SECTION 3.3 Member Voting. Each Member shall have the right to cast one (1) vote on matters that come before the membership for a vote with such voting conducted in the manner prescribed in the Coalition’s Standing Rules. There shall be no voting by proxy.
SECTION 3.4 Removal. The Board may suspend or expel a Member for conduct that is detrimental to the mission, purpose, or operation of the Coalition as determined by the vote of two-thirds (2/3) of the Board present at a meeting with a Quorum. Notice of the intent to remove must be sent to the Member whose removal is sought. The Member whose removal is sought will have an opportunity to make a statement to the Board but will not have a vote on the removal.
A Member’s membership will automatically be terminated without vote or hearing if the Member’s dues are not paid within sixty (60) days of their due date, provided notice has been given to the Member of the delinquency. Any Coalition property held by the Member shall be returned to the Coalition Office within 30 days of notice of such termination.
SECTION 3.5 Resignation. A Member may resign by providing written notice to the Coalition Office. Any Coalition property held by the Member shall be returned to the Coalition office within 30 days of notice of such resignation.
SECTION 4.1 General Powers. The affairs of the Coalition shall be managed by its Board of Directors (collectively, "Board"), which shall have all the powers and duties enumerated in the laws pertaining to Illinois charitable organizations (namely, the Charitable Trust Act, the Charitable Solicitation Act, and the Illinois General Not-For Profit Corporation Act), the Coalition's Articles of Incorporation, and these Bylaws. The Board shall follow the Policy and Procedures and Standing Rules as are in effect at that time.
SECTION 4.2 Duties. The Board shall determine policies of the Coalition, implement the Advocacy Goals set forth at the Annual Meeting, monitor achievements of the Coalition, provide financial oversight, and oversee the Coalition’s programs and activities.
SECTION 4.3 Composition. The Board will consist of six (6) Officers and the Regional Director from each of the Regions (“Directors”). The number of Directors shall not be less than 12 or more than 17.
SECTION 4.4 Compensation. No Director shall receive compensation for services in that capacity. However, the Board may direct the Coalition to reimburse Directors for reasonable expenses incurred in carrying out their duties as Directors or as otherwise assigned by the Board. Directors may be compensated for services performed for the Coalition outside their capacity as Directors.
SECTION 5.1 Officers. The Coalition will have six (6) officers including a President (who may use the titles “Chair of the Board,” or “President of the Board”), an Immediate Past President, a Vice President, a Second Vice President, a Treasurer, and a Secretary (“Officers”). The Officers will serve as Directors of the corporation as provided above.
SECTION 5.2 Qualification. In order to be eligible to be an Officer, an individual must: 1) be a Member in good standing, 2) reside in Illinois, and 3) have served as an active Regional Director, an active member of one of the Coalition’s standing committees for at least one (1) year or have comparable experience as determined by the Board. Paid employees of the Coalition are not eligible to be an Officer until two (2) years after their employment with the Coalition has terminated.
SECTION 5.3 Election and Term of Office. The Officers, with the exception of the Immediate Past President, shall be elected by a vote of the Members. The person receiving the greatest number of votes for each position shall be elected to that position. Each Officer shall be elected to hold office for a term of one (1) year unless terminated sooner by the Officer's death, resignation or removal in the manner hereinafter provided. Officers may be elected to no more than two (2) consecutive full one-year terms for the same office.
SECTION 5.4 Removal. Any Officer may be removed for conduct that is detrimental to the mission, purpose, or function of the Coalition as determined by the vote of two-thirds (2/3) of the Board. Notice of the intent to remove must be sent to the Officer whose removal is sought and all other Directors at least ten (10) days prior to the meeting. The Officer whose removal is sought will have an opportunity to make a statement to the Board but will not have a vote on the removal.
SECTION 5.5 Order of Succession. The order of succession shall be President, Vice President, Second Vice President, Treasurer and Secretary. In the event of a vacancy in one of the offices during a term, the lesser officer in the following order of succession shall assume the higher vacant office if he/she chooses. The Board will appoint a qualified member, nominated by the President to fill the remaining vacant office for the remainder of the term.
SECTION 5.6 President. The President shall be the principal executive officer of the Coalition. The President shall:
SECTION 5.7 Vice President. The Vice President shall:
SECTION 5.8 Second Vice President. The Second Vice President shall:
SECTION 5.9 Treasurer. The Treasurer shall be the principal financial officer of the Coalition. The Treasurer shall:
The Treasurer shall be bonded in the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board may determine.
SECTION 5.10 Secretary. The Secretary shall:
SECTION 5.11 Immediate Past President. The Immediate Past President will render advisory services to the President and the Board and perform such duties as shall be assigned by the President or by the Board. The President shall automatically become the Immediate Past President upon the expiration of his or her term in office. The Immediate Past President shall serve in such position until the President reaches the end of his or her term and replaces the Immediate Past President. A President who has been removed from office or resigned prior to expiration of his or her term will not be eligible to hold the office of Immediate Past President, and the Immediate Past President in office at the time of such resignation or removal shall remain in that office. If the Immediate Past President resigns or is removed from office, the office shall remain vacant.
SECTION 6.1 Regular Meetings. The Board shall have at least four (4) regular meetings including a Board meeting at the Annual Meeting each year at a date, time, and location designated by the Board.
SECTION 6.2 Special Meetings of the Board. Special Meetings of the Board may be called by or at the request of the President or any three (3) Directors.
SECTION 6.3 Notice. Notice of any Regular meeting of the Board will be given to the Directors at least fourteen (14) days prior to the meeting. Notice of any Special meeting of the Board along with the purpose of the meeting will be given to the Directors at least fourteen (14) days prior to the meeting.
SECTION 6.4 Quorum. A majority of the Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board (“Quorum”). If less than a Quorum is present at a meeting, a majority of the Directors present may adjourn the meeting. Directors participating by telephone or alternate communication shall be considered present for the purpose determining a Quorum.
SECTION 6.5 Manner of Acting. The act of a majority of the Directors present at a meeting with a Quorum shall be the act of the Board, except where otherwise provided by law or these Bylaws. Directors participating by video conference, telephone or similar means of two-way communication shall be considered present for all purposes and may vote on all matters before the Board.
SECTION 6.6 Accessibility. All meetings of the Coalition (Board, Members, Committees, and Action Teams or any part thereof) shall be held in an accessible environment and provide reasonable accommodations for persons with all types of disabilities. All notices for such meetings shall announce an advance date for requesting reasonable accommodations. All materials for Board meetings must be provided in alternate formats if requested by a Board Member in advance. Any materials not available in alternate formats will not be distributed and the issue must be tabled until such formats are made available.
SECTION 6.7 Alternate Manner of Acting. To the extent permitted by law, any action that may be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action taken, is signed by all of the Directors entitled to vote. All approvals evidencing the consent shall be filed in the corporate records. The action shall be effective when all the Directors have approved the consent unless the consent specifies a different effective date.
SECTION 6.8 Presumption of Assent. A Director who is present at a meeting of the Board at which action on any matter is taken shall be conclusively presumed to have assented to the action taken unless the Director dissent or abstention to such action is entered into the minutes of the meeting or unless the Officer or Regional Director files a written dissent to such action with the Secretary within forty-eight (48) hours after adjournment. Such right to dissent shall not apply to a Director who votes in favor of an action on a matter.
SECTION 6.9 Procedure. The procedure at all meetings of the Coalition shall be governed by the most current edition of Robert's Rules of Order, Coalition Policy & Procedures and Coalition Standing Rules provided, however, that no action of the Coalition shall be held invalid because the procedure at the meeting adopting the action failed to comply with those rules.
SECTION 7.1 Annual Meeting. The Board shall hold an Annual Meeting of the Members each year between April 1 and June 30 at a time, date, and place determined by the Board. During this meeting the Members will ratify the Advocacy Goals of the Coalition for the upcoming year, conduct such other business as the Board deems fit, and receive a report of the election of Directors and Officers and declared results.
SECTION 7.2 Special Meetings of the Members. Special Meetings of the Members shall be called by the President at his or her own request, the request of any three (3) Directors, or a petition signed by twenty percent (20%) of the Members that indicates the purpose of the Special Meeting.
SECTION 7.3 Notice. Notice of the Annual Meeting will be given to the Members at least fourteen (14) days but not more than sixty (60) days prior to the meeting. Notice of any special meeting of the Members along with the purpose of the meeting will be given to the Members at least twenty (20) days but not more than sixty (60) days prior to the meeting.
SECTION 7.4 Quorum. A majority of the Members registered at the Annual Meeting shall constitute a quorum for conducting business at the Annual Meeting. Five percent (5%) of the Members shall constitute a Quorum for conducting business at a special meeting of the Members. (“Quorum of Members”)
SECTION 7.5 Manner of Acting. The act of a majority of the Members present at meeting with a Quorum of Members shall be the act of the Members. Only Members who are in good standing at the time the notice of meeting is sent will be entitled to vote at the meeting. There shall be no voting by Proxy at a meeting of the Members.
SECTION 7.6 Acting without a Meeting. To the extent permitted by law, any action that may be taken at a meeting of the Members may be taken without a meeting by ballot mailed, e-mailed, or delivered by any other electronic means by which the Members are given the opportunity to vote. The act of a majority of the Members that return ballots shall be the act of the Members on a matter submitted to the Membership without a meeting. A record of the ballots returned shall be filed in the corporate records. Only Members who are in good standing at the time the ballots are sent will be entitled to vote. The action of the Members shall be effective on the date for return of the ballots unless the ballot specifies a different effective date.
SECTION 7.7 Accessibility. All meetings of the Coalition (Board, Members, Committees, Action Teams or any part thereof) shall be held in an accessible environment. Reasonable accommodations for persons with all types of disabilities shall be provided at the Coalition’s expense in accordance with Coalition Policy and Procedures. All notices for such meetings shall announce an advance date for requesting reasonable accommodations. All materials for Coalition meetings must be provided in alternate formats if requested by a Member in advance. Any materials not available in alternate formats will not be distributed and the issue must be tabled until such formats are made available.
SECTION 7.8 Procedure. The procedure at all meetings of the Coalition shall be governed by the most current edition of Robert's Rules of Order, Coalition Policy & Procedures and Coalition Standing Rules provided however, that no action of the Coalition shall be held invalid because the procedure at the meeting adopting the action failed to comply with those rules.
SECTION 8.1 General Descriptions. The Coalition has divided the State into geographic areas known hereafter as Regions. Each Region includes all Members residing in that geographic region. Regions are subject to change from time to time as determined by the Board.
SECTION 8.2 Regional Meeting. Each Region will hold a regional meeting each year to meet candidates for Regional Director and Assistant Regional Director. All Members in good standing within the Region will be notified of the regional meeting at least fourteen (14) days in advance.
SECTION 8.3 Regional Director and Assistant Regional Director. Each Region will elect a Regional Director to participate in the governing of the Coalition as the Region’s representative on the Board. The Regional Director will also serve as an advocacy resource for Members, assist in the formation and operation of Action Teams in the Region, and perform such other duties as assigned by the Board from time to time. Each Region will also elect an Assistant Regional Director to assist the Regional Director with his or her duties and to serve as the Regional representative to the Board if the Regional Director is absent. The Regional representative to the Board will report to the Board on the activities and accomplishments of the Region on a quarterly basis.
SECTION 8.4 Election and Term. The Regional Director and the Assistant Regional Director will be elected by the Members within the Region in an election conducted in accordance with the Coalition Standing Rules. The individual receiving the greatest number of votes for each position will be elected to that position. A Regional Director and Assistant Regional Director may be elected to two (2) consecutive full one-year terms for that position.
SECTION 8.5 Qualification. In order to be eligible to be elected as Regional Director or Assistant Regional Director an individual must be a Member in good standing, must reside in Illinois, and must reside or work in the Region they represent. The Regional Director and Assistant Regional Director must maintain eligibility throughout their term in the position. Paid employees of the Coalition are not eligible to be a Regional Director or Assistant Regional Director until two (2) years after their employment with the Coalition has terminated.
SECTION 8.6 Removals. Any Regional Director or Assistant Regional Director may be removed from the position for conduct that is detrimental to the mission, purpose, or function of the Coalition as determined by the vote of two-thirds (2/3) of the Board. Notice of the intent to remove must be sent to the Regional Director or Assistant Regional Director whose removal is sought and all other Directors at least ten (10) days prior to the meeting. The Regional Director or Assistant Regional Director whose removal is sought will have an opportunity to make a statement to the Board but will not have a vote on the removal.
SECTION 8.7 Regional Director Vacancy. Should a vacancy arise in the position of Regional Director, the Assistant Regional Director may assume the position of Regional Director. If the Assistant Regional Director is not willing or able to assume the position or in the event of a vacancy in the position of Assistant Regional Director, the President will nominate a qualified Member from the Region for approval by the Board to fill the vacant position for the remainder of the term.
SECTION 9.1 General Description. Action Teams are groups of Members committed to working together on local issues that are important to persons with disabilities. A group of Members that wish to become an Action Team must apply for and receive approval of the Board. Action Teams must adhere to the Coalition’s Advocacy Goals but may also set local advocacy goals that shall be submitted to the Board for approval. Once approved, the Action Teams may organize advocacy activities around both local and Coalition Advocacy Goals.
SECTION 9.2 Action Team Finances. The Coalition and all of its Action Teams are one entity for legal and tax purposes. Action Teams may engage in fundraising to support their advocacy activities, but such fundraising must be approved and funds raised accounted for through the State Office to ensure the activities comply with the Coalition’s tax-exempt status and the funds are properly reported. All funds raised by the Action Teams shall be forward to and held by the State Office until needed. Action Teams may direct the State Office to use their accumulated funds to pay for expenses related to the Coalition Advocacy Goals and approved local advocacy activities in accordance with Coalition Policy and Procedures.
SECTION 10.1 Committees. The Board may establish one or more committees to assist it in carrying out the Board’s goals and objectives. The committees shall have duties, responsibilities, and authority assigned by the Board, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon it, him or her by law. The Board shall have a standing Executive Committee, a standing Finance Committee, and such other standing or ad hoc committees as it deems necessary.
SECTION 10.2 Committee Chairs. The President will appoint the chair of each Committee. All standing and ad hoc committees shall be chaired by a Director.
SECTION 10.3 Committee Members. The President in consultation with the chair of the committee will appoint the members of the committee. Each committee must have at least two (2) Directors as members but can otherwise be comprised of Directors, Members or individuals from the community possessing expertise in the committee’s area of responsibility.
SECTION 10.4 Term. All appointments of committee chairs and committee members shall continue until the next Annual Meeting, unless earlier terminated by the President at his or her sole discretion.
SECTION 10.5 Meetings. Committees will meet as needed and will provide the President and the State Office the following:
SECTION 10.6 Quorum and Action. A majority of the committee shall constitute a quorum and the act of a majority of the members present at a meeting with a quorum shall be the act of the committee.
SECTION 10.7 Executive Committee. The Executive Committee shall be chaired by the President and comprised of the President, Vice President, Second Vice President, Treasurer, Secretary, and the Immediate Past President. The Executive Director shall be a non-voting member of the committee. The Executive Committee will have the full authority of the Board to act in the management of the affairs of the Coalition in intervals between Board meetings, provided such actions are not in conflict with any resolution or policy of the Board or prohibited by law. The Executive Committee shall report to the Board at each meeting any actions taken or decisions made since the previous Board meeting. All actions and decisions of the Executive Committee shall be deemed ratified and approved when reported unless, at the time of the report, the Board by a majority vote determines otherwise. The Executive Committee will also be responsible for conducting the annual performance evaluation of the Executive Director and making recommendations to the Board concerning the Executive Director’s performance and compensation.
SECTION 10.8 Finance Committee. The Finance Committee will be chaired by the Treasurer. The Finance Committee will be responsible for: a) periodically reviewing and evaluating the Coalition’s financial and operating statements and reports; b) recommending investments for the Coalition’s financial resources; c) reviewing the Coalition’s budgets; d) reviewing and approving major expenditures recommended by the Executive Director; e) working with the accounting firm engaged to perform the Coalition’s annual audit and in general monitoring that audit process; and (f) such other duties as may be assigned by the Board from time to time.
SECTION 11.1 Duties The Board shall hire an Executive Director to be responsible for the day-to-day operations of the Coalition. The Executive Director shall serve at the pleasure of and under the direction of the Board and shall have the following duties, powers, and responsibilities:
SECTION 11.2 Executive Director’s Compensation. The compensation paid to the Executive Director and any increase thereto shall be established by vote of the Board prior to being paid and will be memorialized in writing that includes the date, amount, and any other terms. In determining the compensation paid the Executive Director, the Board will take into account information about the compensation of similarly situated employees at other not-for-profit and for-profit businesses. The Board will document the source and type of information it obtains and relies on to determine the compensation of similar positions.
SECTION 11.3 Annual Review. The Executive Committee shall perform an annual performance review of the Executive Director. Based on that performance review, the Executive Committee will report to the Board on the Executive Director’s performance and recommend the level of compensation appropriate for the next year.
SECTION 11.4 Hiring and Discharge. In the event of a vacancy in the position of Executive Director, the Board will conduct a search and hire the Executive Director in accordance with the process it shall determine. The Board shall have the authority to terminate the employment of the Executive Director by majority vote.
SECTION 12.1 Contracts. The Board may authorize any Officer(s) or other agent(s) of the Coalition to enter into any contract or execute any instrument in the name of and on behalf of the Coalition. Such authority may be general or confined to specific instances or otherwise limited. The Executive Director is specifically hereby authorized to execute such instruments on behalf of the Coalition as approved by the Board.
SECTION 12.2 Checks, Drafts, Etc. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Coalition shall be signed by such Officer(s), or agent(s) of the Coalition in such manner as shall be periodically determined by the Board. In the absence of such a determination by the Board, such instrument shall be signed by the Treasurer and countersigned by the President.
SECTION 12.3 Deposits. All funds of the Coalition shall be deposited to the credit of the Coalition in such banks, trust companies, or other depositories as the Board may direct.
SECTION 12.4 Gifts. The Board may accept on behalf of the Coalition any contribution, bequest, or device for the general purposes or for any special purpose of the Coalition in accordance with the Coalition's gift acceptance policy. Where appropriate, the Board or the President may seek the opinion of Counsel to determine its obligation, if any, prior to accepting any such gift.
The Coalition shall keep accurate and complete books and records of accounts and shall maintain minutes of the proceedings of the Board and its committees having any of the authority of the Board. The Coalition shall maintain a record of the names and addresses of the Members and Directors. The records of the Coalition shall reside and be maintained in the Coalition’s State Office.
The fiscal year of the Coalition year shall begin on the first day of July and end on the last day of June of each year.
Whenever notice is required to be given under the provisions of the General Not-For-Profit Corporation Act of Illinois, the Article of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notices, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Each person who at any time is or shall have been a Director, Officer, employee, or agent of the Coalition, or is or shall have been serving at the request of the Coalition as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the Coalition in accordance with and to the full extent permitted by the General Not-For-Profit Corporation Act of Illinois as in effect at the time of adoption of these Bylaws or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested Directors, or otherwise. Notwithstanding, intentional, willful, or wanton conduct on the part of a Director, Officer, employee, or agent will not be indemnified.
SECTION 17.1 Conflict of Interest Policy. The Board may adopt, keep in force, and shall from time to time review a Conflict of Interest policy that includes at a minimum the following:
a) No Member, Director or Employee (including any such person’s immediate family members) shall derive any personal profit or financial gain (other than approved compensation from the Coalition), directly or indirectly, from the Coalition or the activities of the Coalition.
b) No Director or Employee shall participate in any decision by the Coalition which affects his or her personal interest or the interest of his/her immediate family members or the interest of any corporation, partnership, or association in which he/she directly or indirectly has an interest.
c) No Director or Employee (including his/her immediate family members) shall accept any gift, payment, gratuity, service, discount or benefit from any person or organization which might tend to influence his/her actions or judgment on behalf of the Coalition.
d) No Director or Employee (including his/her immediate family members) shall have a relationship with any other organization or engage in any activity which might tend to affect his or her independent judgment on behalf of the Coalition, impair public confidence in the Coalition, or misrepresent the Coalition’s endorsement of any activity or organization.
e) No Director is eligible to apply for or hold a paid position with the Coalition. If a Director wishes to apply for a paid position, the Director must submit a letter of resignation to the Board prior to applying for said position.
f) All Directors and Employees, as well as any other individuals determined by the Board, shall on an annual basis complete and sign a Conflict of Interest Statement disclosing any conflicts or potential conflicts of interest. Such Statement will be kept on file with the Coalition.
g) All Officers, Directors, and Employees as well as any other individuals that submit a Conflict of Interest Statement, shall have a continuing obligation to disclose to the Board in writing any conflicts or potential conflicts of interest they may have as soon as they become aware of it.
h) Notwithstanding the other provisions of this section, nothing contained herein shall be construed to prohibit the Board from: 1) waiving a conflict of interest so long as the conflict is fully disclosed to the Board, the Board investigates the matter, and the Board determined the conflict or potential conflict does not constitute a breach of the duty of loyalty owed to the Coalition, or 2) entering into contracts for services in the ordinary course of its business and at a reasonable and competitive fee with Directors or Employees (including members of his or her family), so long as such relationship is fully disclosed to the Board, the Board investigates the conflict, the Board determines that the proposed contract is at a reasonable and competitive price, and the Board determines that the proposed contract does not constitute a breach of the duty of loyalty owed to the Coalition.
SECTION 17.2 Conflict of Interest Procedure When the Board is called upon to make such a determination, the individual with the potential conflict may make a presentation to the Board on the potential conflict and respond to questions, but shall not be present during the Board’s deliberation of the matter and shall not have a vote. The Board shall vote on all conflicts or potential conflicts and record such vote in the minutes of the meeting. If the Board determines no conflict exists or waives the conflict, the minutes should also reflect the reason, the steps taken to ensure that the amount charged is reasonable, and the objective basis for that decision. If the proposed transaction has already taken place without prior consent, the Board shall take appropriate disciplinary action against the individual.
The Coalition be may dissolved by vote of four-fifths (4/5) of the Board at a meeting with a Quorum, provided notice is sent at least thirty (30) days in advance indicating the purpose of the meeting and the reason for the proposed dissolution. In the event of dissolution of the Coalition, all debts, obligations, and liabilities of the corporation are to be paid and discharged or adequate provision made thereof. All remaining property and assets of Coalition will be transferred, conveyed, or distributed by the Board prior to dissolution in accordance with the provision of the General Not-For-Profit Corporation Act of the State of Illinois and in accordance with Internal Revenue Code requirements. If the Board does not specify the recipient of any excess funds prior to dissolution of the Coalition the distributions will be made as provided by law. The IRS requirements state that upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state or local government, for public purposes. Any such assets not so disposed shall be disposed by a court of competent jurisdiction of the county in which the principal office of the corporation 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.
These Bylaws may be altered, amended, repealed, restated, or new Bylaws may be adopted by the vote of two-thirds (2/3) of the Members who cast ballots at an Annual Meeting or who return ballots mailed to Members in good standing. Written notice of the Board’s intention to alter, amend, repeal, restate, or adopt new Bylaws will be given to all Members by publication in The Catalyst and on the Coalition’s website at least thirty (30) days prior to any vote on changing the Bylaws.
You will be receiving a ballot to vote on these proposed bylaws in the mail in 30 days with a return-address envelope for its return.
Be sure to mail the ballot by the date indicated on the ballot
so that your vote will be counted!