BYLAWS
OF
COALITION OF
CITIZENS WITH DISABILITIES IN ILLINOIS

A Not-For-Profit Corporation of the State of Illinois

ARTICLE I

POWERS, OFFICES, NAME, MEMBERS

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.  The Coalition shall have the powers stated in its Articles of Incorporation, these Bylaws, and the Illinois General Not-For-Profit Act as amended.  The Coalition may take no action inconsistent with its tax-exempt status.

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 chapters 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 Internal Revenue Code of the United States of America, or 2) by an organization the contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of the United States of America.  The Coalition and its chapters 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.

ARTICLE II

MISSION AND PURPOSE

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:

1. Educating the general public and public officials on the rights, interest and abilities of persons with disabilities:
2. Encouraging the full exercise of human and constitutional rights of citizens with disabilities.
3. Supporting and working with other organizations, governmental agencies and the general public to encourage equal participation of citizens with disabilities in society:
4. Engaging in any other purpose and lawful activity related to the above purposes.

ARTICLE III

MEMBERS

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) believe in the mission and purposes of the Coalition, 2) complete an application for membership, 3) pay the annual or lifetime dues for members as set by Board resolution, and 4) 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. At-Large Member.  Those Members residing outside of the State of Illinois shall be designated as At-Large-Members.

SECTION 3.4. Member Voting.    Each Member shall have the right to cast one (1) vote in the manner prescribed in the Coalition Standing Rules.  There shall be no voting by proxy.

SECTION 3.5. Removal.    A Member may lose his/her membership as follows:

1. The Board may suspend or expel a Member for cause after a hearing and an affirmative vote of two-thirds (2/3) of the Officers and Regional Directors present at a meeting with a Quorum.
2. For the purpose of these Bylaws, lose of membership for cause shall include but not be limited to:
1. Conduct that is contrary to the mission or purpose of the Coalition.
2. Conduct that is contrary to the Articles of Incorporation, Bylaws, Policy and Procedures of the Coalition or Standing Rules.                                
3. Conduct that is prejudicial or disrespectful to the interest of the Coalition,
4. An Officer’s or Director’s failure to perform the duties of his or her office,
5. A Officer’s or Director’s failure to attend two or more Board meetings within a year,
6. Breach of any duty the Officer or Director owes to the Coalition, or whenever the best interests of Coalition would be served thereby. 
7. Violation of the confidentiality of executive session(s) is grounds for expulsion.

A membership will be automatically 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.

SECTION 3.6. Resignation.  A Member may resign by providing a written notice to the Coalition office.  Any Coalition property held by the Member shall be returned to the Coalition office within 30 days.

ARTICLE IV

CHAPTERS

SECTION 4.1. General Description.  A chapter is the local group of Coalition Members committed to advocating for persons with disabilities.  A chapter is a group of ten (10) or more Members who meet the qualifications and have applied for and received recognition by the Board (“Chapter”).

SECTION 4.2. Chapter Formation.  Any ten or more Members desiring recognition as a Chapter may request such acceptance from the Coalition by doing the following:

1. Completing an application for recognition as a Chapter indicating the ten or more paid Members who will make up the Chapter.
2. Accepting the Coalition's Bylaws, Coalition Policy and Procedures and Coalition Standing Rule and operate in accordance with their provisions;

     and

1. Electing Chapter officers that include a Chapter President, a Chapter Vice-President, a Chapter Secretary and a Chapter Treasurer.
2. Local officers will serve a one year term and no individual may hold more than one office.  Officers may serve two consecutive one year terms and may not be reelected until one year after his/her term has expired.
3. Local Chapters may develop committees to address advocacy goals set by the members at the CCDI Annual Meeting and upon receiving approval of the Coalition Board.

SECTION 4.3. Chapter Name.  The Chapter name shall include the county/city with Coalition of Citizens with Disabilities in Illinois and must be approved by the Board.

SECTION 4.4. Chapter Meetings.  The Chapter shall hold meetings at least quarterly, which will be held in an accessible environment and copies of each meeting's minutes will be sent to the Coalition office and the appropriate Regional Director.  (Quorum, see Coalition Policy and Procedures)

SECTION 4.5. Chapter Financial.  The Coalition shall hold all funds at the State Office.

1. Chapters may apply for funds to pay for expenses related to the approved Coalition advocacy goals and other advocacy activities in accordance with the Coalition Policy and Procedures. 
2. The Coalition along with all its chapters is one entity.  The individual chapters have no ability to accept or hold donations or other Coalition funds except through the State Office of the Coalition. All fundraising activities must be approved through the State Office as set forth in the Policy and Procedures.

SECTION 4.6. Chapter Dissolution.

1. If a Chapter's Membership falls to less than ten Members for a period of sixty (60) days the Chapter will be automatically dissolved.
2. A Chapter may be dissolved for cause or if the Chapter no longer meets any qualifications for recognition by the vote of two-thirds (2/3) of the Board of Directors. For the purpose of these Bylaws, dissolution for cause shall include but not be limited to:
1. Failure to provide meeting minutes and other required reports to the Coalition as stated in the Coalition Policy and Procedures.
2. Failure to adhere to the Coalition Bylaws, Policy and Procedures and Standing Rules.
3. A chapter may make a written request to the Board to dissolve the chapter.  After review of the request the will respond in accordance with the Coalition Policy and Procedures.
4. Upon dissolution all funds and other property of the chapter shall be returned to the Coalition.
5. Members of a dissolved chapter may apply for reinstatement of the Chapter in writing to the Board providing all requirements are met as stated in Section 4.2 and Section 4.3.

ARTICLE V

REGIONS

Section 5.1 General Descriptions.  The Coalition has divided the State into Regions.  Each Region includes all Members residing in that geographic region.  Each Region will elect one Regional Director and one Assistant Regional Director. The Regional Director will serve on the Board of Directors and assist in the governing of the Coalition. 

SECTION 5.2. Regional Directors' Duties.
The Regional Director shall:

1. Attend all Coalition Board of Directors meetings.
2. Attend the Coalition Annual Disability Rights Conference and the Coalition Annual Meeting.
3. Form chapters/advocacy action teams.
4. Assist Members as an advocacy resource.
5. Prepare a written quarterly report of the Regional activities and accomplishments to the Coalition Board.
6. Perform other duties as assigned by the Board or President.

SECTION 5.3. Assistant Regional Director’s Duties.
The Assistant Regional Director shall:

1. Attend the Coalition Annual Disability Rights Conference and the Coalition Annual Meeting.
2. Assist the Regional Director with activities of the chapters/advocacy action teams.
3. Assist the Regional Director as requested.
4. Act in place of the Regional Director at the Coalition Board meetings in his/her absence.
5. Perform other duties as assigned by the Board or President. 

SECTION 5.4. Election of Regional Directors and Assistant Regional Directors.    All Members in good standing will be notified of the Regional meeting to meet the candidates for election of one Regional Director to serve on the Coalition Board of Directors for a two (2) year term and one Assistant Regional Director to serve for a two (2) year term.  A Regional Director or Assistant Regional Director may serve two (2) consecutive terms and must work or reside in the region they represent. The Regional Director and the Assistant Regional Director will be elected by Members within the region by voting as specified in the Coalition Standing Rules. Regional Directors and Assistant Regional Directors in even numbered Regions will be elected in even numbered years (08,10,12,14) and those in the odd numbered Regions will be elected in odd numbered years (09,11,13,15). 
SECTION 5.5 Removals.  Any Regional Director may be removed from the Board for cause. For the purposes of these Bylaws, removal for cause shall include but not be limited to:

1. Failure to attend meetings of the Coalition Board as required.
2. Failure to perform duties as the elected Regional Director.
3. Violating the Coalition Bylaws, Policy and Procedures or Standing Rules.
4. Conduct that is disrespectful of the Coalition, its Members, Officers, Regional Directors, Assistant Regional Directors, or Staff.
5. Conduct that is contrary to the mission or purpose of the Coalition.
6. Violation of the confidentiality of executive session(s) is grounds for expulsion.

SECTION 5.6. Regional Director Vacancy.   The   Coalition President will be allowed to appoint a Regional Director and/or Assistant Regional Director in the regions that do not currently have a Regional Director and/or Assistant Regional Director for the reminder of the term.  This appointment will require ratification by the Coalition Board.

ARTICLE VI

BOARD OF DIRECTORS

SECTION 6.1. General Powers.  The affairs of the Coalition shall be managed by its Board of Directors ("Board"), which shall have all the powers and duties enumerated in the laws pertaining to Illinois charitable organizations (namely the Charitable Trust Act and Charitable Solicitation Act), the Illinois General Not-For Profit Corporation Act, the Coalition's Articles of Incorporation, these Bylaws, Policy and Procedures and Standing Rules.

SECTION 6.2. 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.  The Board will approve the advertising, selection, hiring, evaluation and termination of the Executive Director and it will be the responsibility of the Executive Committee to do an annual performance evaluation of the Executive Director and report to the Board the evaluation recommendations.

SECTION 6.3. Number.  The Board of Directors shall consist of the Officers and Regional Directors of the Coalition.

SECTION 6.4. Election to the Board.  The Officers of the Coalition shall be Directors by virtue of their election as Officers as prescribed herein.  The remaining Directors shall be Directors that are elected as prescribed herein.

SECTION 6.5. Qualification.  In order to be eligible to be an Officer or Regional Director an individual must be a Member in good standing, must reside in Illinois, and if a Director, must reside or work in the region they represent. Paid employees of the Coalition are not eligible to be an Officer or a Regional Director until their employment with the Coalition has terminated for two years.

SECTION 6.6. Tenure.  Directors will serve a two (2) year term.

SECTION 6.7. Removal.  Any Officer or Director may be removed from the Board for cause: For the purposes of these Bylaws, removal for cause shall include but not be limited to:

1. Failure to meetings of the Coalition Board of Directors as required.
2. Failure to perform duties as the elected Officer or Regional Director.
3. Violating the Coalition Bylaws, Policy and Procedure or Standing Rules.
4. Conduct that is disrespectful of the Coalition, Members, Officers, Regional Directors, Members or Staff.
5. Conduct that is contrary to the mission or purpose of the Coalition.
6. Violation of the confidentiality of executive session(s) is grounds for expulsion.

A notice of a hearing to remove an Officer or Regional Director will be provided ten (10) days before the hearing.  The Board with a quorum shall act to remove with a vote of two/thirds (2/3) of the Board Members present.

SECTION 6.8 Vacancies.  The Board at a meeting with a Quorum shall fill any vacancy occurring in the Board for any reason.  A Director will be appointed to the vacancy for the unexpired term of the Director’s predecessor in office.

SECTION 6.9. Compensation.  No Officer or Director shall receive compensation for services in that capacity.  Officers and Directors may be entitled to reimbursement for reasonable expenses incurred in carrying out the assigned duties under direction of the Board.

ARTICLE VII

MEETINGS

SECTION 7.1 Annual Meeting.  The Board and Members shall hold an Annual Meeting 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 up-coming year, conduct such other business as the Board deems fit, and receive a report of the election and declared results. 

SECTION 7.2. Regular Meetings.  The Board of Directors shall have at least four (4) regular meetings and a Annual Meeting each year at a date and time designated by the Board.  The Regular Meetings shall be held at the Coalition Office or other place as the Board may direct.  The Board will set the date, time, and place for the holding of any additional Regular Meetings of the Board.  At Regular Meeting of the Board the business of the Coalition will be conducted by the Officers and Regional Directors.

SECTION 7.3. 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) Officers or Regional Directors.  The Special Meeting of the Board shall be held at the Coalition Office or any other place as the Board may direct. 

SECTION 7.4. Notice.  Notice of any Regular or Special meeting of the Board along with an agenda will be given at least fourteen (14) days prior to the meeting, delivered personally, by e-mail, by first-class mail, express mail, Federal Express, UPS, Airborne Express, or by telegram to each Director at their address as shown by the records of the Coalition.  If sent by mail, 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 or deposited by overnight mail with a reputable carrier.  If sent by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  If sent by e-mail, such notice shall be deem to be delivered when the e-mail is sent from the personal computer of the sender provided no notification of non-receipt is subsequently received by the sender.
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.

SECTION 7.5.  Accessibility.  All meetings of the Coalition and it Chapters 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 a reasonable 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 lie on the table until such formats are made available.

SECTION 7.6.  Quorum. 

1. A majority of the Members registered at the Annual Meeting shall constitute a quorum for conducting business at the Annual Meeting.
2. A majority of the Officers and 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 at any time without further notice. Directors participating by telephone or alternate communication shall be considered present for the purpose determining a quorum.

SECTION 7.7.  Manner of Acting.  The act of a majority of the Directors present at meeting with a Quorum shall be the act of the Board except where otherwise provided by law or by these Bylaws.   A Director or Member may not vote on any issue where the Director or Member has a conflict of interest as defined herein or where the vote is on the individual’s removal.  The majority of the Members present at the Annual Meeting with a Quorum shall by the Act of the Membership, except where otherwise provided by law or these Bylaws.  The Chair of the Board may only vote to break deadlocks.  There shall be no voting by Proxy.

SECTION 7.8.  Informal Action.  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 Officers and Regional Directors entitled to vote.  All approvals evidencing the consent shall be filed in the corporate records.  The action shall be effective when all the Officers and Regional Directors have approved the consent unless the consent specifies a different effective date.

SECTION 7.9.  Presumption of Assent.  An Officer or Regional 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 Officer or Regional 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 7.10.  Procedure.  The procedure at all meetings of the Coalition shall be governed by the 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.

ARTICLE   VIII

OFFICERS

SECTION 8.1.  Officers.  The officers of the Coalition will include a President (who may use the titles “Chair of the Board,” or “President of the Board”), an Immediate Past President, a President-Elect, a First Vice-President, a Second Vice-President, a Treasurer, and a Secretary.  Each Officer shall hold office for two (2) years or until the Officer’s death, resignation or removal in the manner herein after provided.  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. 

SECTION 8.2.  Election and Term of Office.  The Officers of the Coalition except the Immediate Past President and the President shall be elected by the Members every year for a two (2) year term.  The President-Elect, Second Vice-President, and Secretary will be elected in odd numbered years (07,09,11,13,15) and the First Vice-President, and the Treasurer will be elected in the even numbered years (08,10,12,14,16).  Each Officer shall hold office for two years or until the Officer's death or resignation or removal in the manner herein after provided.

SECTION 8.3.  Removal.  Any Officer or Regional Director may be removed for cause (Article VI, Section 6.7) after a hearing and upon the vote of two-thirds (2/3) of the Board at a meeting with a Quorum.  The Members may request removal of an Officer by delivering to the Board a petition signed by one-third (1/3) of the Members.  The Board will consider this request at its next scheduled meeting but is not required to act upon the petition.  An Officer who is being considered for removal shall not be eligible to vote on his or her removal and the Officer will not be considered present for the purpose of tabulating the votes.

SECTION 8.4.  President.  The President shall be the principal executive officer of the Coalition.  The President shall:

1. Preside at all meetings of the Board and at the Annual Meeting.
2. Prepare and present an annual report at the Annual Meeting.
3. Supervise the Executive Director, to whom the day-to-day management of the Coalition is delegated.
4. Perform all duties incidental to the office of President of the Board.
5. Perform other duties as may be prescribed from time to time by the Board.

The President shall serve one term of two years and may not be reelected until two years after his/her term as Immediate Past President has expired.

SECTION 8.5.  President-Elect. The President-Elect will assist the President as requested.  The President-Elect shall:

1. Perform the duties of President in the absence of the President, or in   the event the President is unable or unwilling to act and when so acting, shall have all the powers of and be subject to all restrictions upon the President.
2. Will coordinate communications with the Directors.
3. Perform other duties as assigned by the President or the Board.

The President-Elect will assume the office of President upon the expiration of the President's term.

SECTION 8.6.  First Vice-President.  The First Vice-President shall:

1. Assist the President in the discharge of his or her duties as President.
2. Perform other duties that may be assigned by the President or Board.

The First Vice-President will assume the office of President-Elect if the President elects to resign or is no longer able to fulfill the duties of the position.

No individual shall serve more than two (2) consecutive terms as First Vice-President.

SECTION 8.7.  Second Vice-President.  The Second Vice-President shall:

1. Assist the President in the discharge of his or her duties as President.
2. Perform other duties that may be assigned by the President or Board. 

No individual shall serve more than two (2) consecutive terms as Second Vice-President.

SECTION 8.8.  Treasurer.  The Treasurer shall be the principal accounting and financial officer of the Coalition.  The Treasurer shall:

1. Have charge of and be responsible for the maintenance of adequate books that account for the Coalition funds and assure that all checks have the required two signatures.
2. Oversee all audits of the Coalition's books, and records.
3. Chair the Finance Committee.
4. Perform all the duties incidental to the office of Treasurer and other duties as may be assigned by the President or Board. 

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.

No individual shall serve more than two (2) consecutive terms as Treasurer.

SECTION 8.9.  Secretary. The Secretary shall:

1. Record the minutes of the meetings of the Board and file approved minutes and related documents in the Corporate Record;
2. See that all notices are duly given in accordance with the provision of these Bylaws or as required by law;
3. Assure that the corporate records and the Seal of the Coalition shall reside in and be maintained in the State Office at all times;
4. Keep a record of the post-office address of each Officer and Director, which shall be furnished to the Secretary by such member;
5. Perform all duties incident to the office of Secretary and other duties as may be assigned by the President or Board.

No individual shall serve more than two (2) consecutive terms as Secretary.

SECTION 8.10.  Immediate Past President.  The Immediate 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 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. 

SECTION 8.11. Order of Succession.  The order of succession shall be President, President-Elect and 1st Vice President.

ARTICLE IX

EXECUTIVE DIRECTOR

SECTION 9.1. The Board shall hire an Executive Director to be responsible for the day-to-day operations of the Coalition.  The Executive Director under the direction of the Board shall have the following duties, powers and responsibilities:

1. Responsible for the day-to-day business and operation of the Coalition.
2. Ensure that the resolutions and directives of the Board are carried into effect
3. Responsible to the Board for the overall effectiveness of the operation of the Coalition.
4. Discharge all duties incident to the position and such other duties as may be prescribed by the Board;
5. Prepare and deliver a report to the Board on the activities and conditions of the Coalition.
6. Attend or send a designee to all meetings of the Board.
7. May execute contracts, deeds, mortgages, bonds or other instruments on behalf of the Coalition except in those instances in which the authority to execute is expressly reserved by the Board, the authority has be delegated to a Director, Officer, or another agent of the Coalition or a different mode of execution is expressly prescribed by the Board or these Bylaws.
8. Hire staff positions, as he/she deems necessary within the Coalition's budget to assist in the operations, administration and programs and activities of the Coalition.

SECTION 9.2   Board.   The Board shall have the following duties in regard to the Executive Director:

1. Approve the advertising, selection, hiring, evaluation and termination of the Executive Director.
2. Approve an annual performance review and determine compensation.

ARTICLE X

COMMITTEES

SECTION 10.1.  Executive Committee.  There shall be an Executive Committee consisting of the Officers of the Coalition. 
The Executive Committee shall:

1. Have and exercise the authority of the Board in the management of the affairs of the Coalition between Board meetings provided such decision is not in conflict with any resolution or policy of the Board and to the extent permitted by law.
2. Report to the Board at each meeting any action taken or decision made since the previous Board meeting.
3. Conduct an annual performance evaluation of the Executive Director and make an evaluation recommendation to the Board.

All action and decisions of the Executive Committee shall be deemed ratified and approved when reported unless, at the time of the report, the Board by majority vote determines otherwise.

SECTION 10.2.  Standing Committees.  The Board shall have the following standing committees, in addition to the Executive Committee, to facilitate the governance of the Coalition:  the Finance Committee, the Nominating Committee, and the Documents Committee.  Such standing committees shall be subject rules and regulations as provided herein.

SECTION 10.3. Additional Committees.  The Board by motion may create other standing, special, or ad hoc committees, as it deems necessary to carry out the work of the Board or to assist the organization.  The duties and power of each additional committee shall be set out in the motion adopted by the Board.

SECTION 10.4.  Committee Chairs.  The President will appoint the Chair for any new standing, special committee, or ad hoc committee with the approval of the Board. The Committee Chair shall preside at all meetings of the committee and shall report to the Board the activities and recommendations of the committee.

SECTION 10.5. Committee Membership.  The Committee Chair, in consultation with the President shall select the members of the committee.  Each committee may consist of Officers, Regional Directors, Members, and Non-Members.  Additional committee members may be appointed as determined desirable by the Committee Chair. The Executive Director or designee will be ex-officio, non-voting, member of each committee.

SECTION 10.6. Term of Office.  Each member of a committee shall be appointed for a one (1) year term, unless the committee shall be terminated, unless the member resigns or is removed from such committee.

SECTION 10.7. Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.

SECTION 10.8. Meetings.  Committees will meet as needed and will provide the President and the Coalition Office the following:

1. Adequate advance notice of the meeting and agenda
2. Minutes of the meeting
3. Reports detailing the committee activities
4. Current list of committee members with each set of minutes

SECTION 10.9.  Quorum and Action.  Unless otherwise provided in the motion of the Board designating a committee, 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 10.10. Rules.  Each committee may adopt rules for the governance of the committee not inconsistent with these Bylaws or the rules adopted by the Board.

ARTICLE XI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION 11.1. 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 except in those instances in which the authority to execute is expressly reserved by the Board, the authority has been delegated to a Director, Officer, or another agent of the Coalition or a different mode of execution is expressly prescribed by the Board or these Bylaws.

SECTION 11.2.  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 a resolution of 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 or President-Elect of the Board.

SECTION 11.3.  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 11.4.  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.

ARTICLE XII

BOOKS AND RECORDS
The Coalition shall keep accurate and complete books and records of account, 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 Board. The records of the Coalition shall reside and be maintained in the Coalition State Office.

ARTICLE XIII

BOARD AND FISCAL YEAR
The Board and 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. 

ARTICLE XIV

SEAL
The Board shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the Coalition’s corporate name and the words “An Illinois Not-For-Profit Corporation.”

ARTICLE XV

WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the General Not-For-Profit Corporation Act of Illinois or under the provisions of the Article of Incorporation or the Bylaws of the Coalition, 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.

ARTICLE XVI

INDEMNIFICATION
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.

ARTICLE XVII

CONFLICTS OF INTEREST
SECTION 17.1.  Conflict of Interest Policy.  The Board shall adopt and keep in force at all times a Conflict of Interest policy and shall from time to time review such policy for possible modification.

SECTION 17.2.  Conflict of Interest Procedures.  No Member, Officer, Director, or Staff shall derive any personal profit or gain, directly or indirectly, by reason of his/her position with the Coalition, or services to the Coalition.  Notwithstanding, nothing contained herein shall be construed to prohibit the Coalition from entering into contracts for services in the ordinary course of its business at a reasonable and competitive fee with the Member, Officer, Director, or Staff or with corporations, partnerships, or associations of which the Member, Officer, Director, or Staff is an officer, employee, partner, or member, provided the contract terms are fully disclosed to and approved by the Board.  Furthermore, no Member, Officer, Director, or Staff of the Coalition shall have a relationship with any other business enterprise or engage in any activity which might tend to affect the independence of judgment with reference to the best interest of the Coalition or that might tend to impair public confidence in the Coalition or which might tend to misrepresent the coalition’s endorsement of any activity.  The Coalition requires, therefore, that any such relationship or activity be disclosed to its Board for determination as to whether it might be in conflict with the duties and loyalties owed to the Coalition by the Directors, Officers, Members or Staff.  It is the Board members’ responsibility to identify potential conflict and the Board must accept that statement and record the statement in the minutes.   The Board member with the conflict would not take part in the discussion or the vote.  If the determination is unacceptable o the individual with the conflict, the Directors and the Coalition agree to resolve this dispute by arbitration in accordance the rules of the American Arbitration Association.

No member of the Board is eligible to apply for or hold a paid position with the Coalition and shall duly submit a letter of resignation to the Board prior to his/her application for said position.

ARTICLE XVIII

DISSOLUTION
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 the Coalition will be transferred, conveyed or distributed 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.  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 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, and said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XIX

AMENDMENT OF BYLAWS
These Bylaws may be altered, amended or repealed and any new Bylaws may be adopted by the vote of two-thirds (2/3) of the ballots cast by the members provided that written notice is given of the intention to alter, amend, repeal, or adopt new Bylaws.

Proposed changes, amendments to these Bylaws shall be published (notice) in The Catalyst and on the Coalition website at least 30 days prior to mailing ballots to all Members of the Coalition in good standing.

The current bylaws were last amended and restated May 13, 2007