Chicago Area Sea Kayakers Association
Chicago Area Sea Kayakers AssociationThe purposes of the corporation as stated in its CERTIFICATE OF INCORPORATION re to operate exclusively for scientific, educational, pleasure, social, welfare and recreational purposes primarily for its members and incidentally for the benefit of the public generally, in the promotion and pursuit of sea kayaking and directly related activities including the establishment, maintenance and preservation of kayak trails and natural water courses, and including the conservation of natural resources and also to engender and maintain an ecological awareness in its members and the public generally in support of these activities.
The corporation also shall have such powers as are now or may hereafter be granted by the General Not-For-Profit Corporation Act of the State of Illinois.
The corporation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.
The corporation shall have two classes of members. The designation of classes and the qualifications of the members of such classes shall be as follows:
Members shall be elected by the Board of Directors. An affirmative vote of two-thirds (2/3) of the director shall be required for election.
Each membership shall be entitled to one vote on each matter submitted to a vote of the members.
After notification of a hearing, the Board of Directors may, by affirmative vote of two-thirds (2/3) of all the members of the Board, suspend or place on probation a member for cause, after an appropriate hearing, and will, but a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership. The Board may suspend or expel any member who shall be in default in the payment of dues for the period fixed in ARTICLE XII of these BYLAWS.
Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Membership in this corporation is not transferrable or assignable.
Two (2) annual meetings of the members shall be held, in the Spring and Fall of each year, beginning with the year 1997, for the purpose of electing directors and for the transaction of such business as may come before the meeting. The Spring meeting will be held primarily for planning the year's activities; the Fall meeting will be held primarily for the election of officers for the succeeding year and will be considered the regular annual meeting for the business purposes of the club.
Special meetings may be called by the Chairman of the Board of Directors, or not less than one-tenth (1/10) of the members having voting rights.
The Board of Directors may designate any place either within or without the State of Illinois as the place for any annual or special meeting. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Illinois, provided, however, that if all or a majority of the members of the club shall meet at any time and place (either within or without the State of Illinois) and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Written or printed notice, stating the place, day and hour of any meetings of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than five or more than forty days before such meeting. In case of a special meeting. The purpose of the meeting shall be stated in the notice if mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears n the records of the corporation, with postage thereof prepaid.
Any action required to be take at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of the members entitled to vote with respect to the subject matter at hand.
The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
The affairs of the corporation shall be managed by its Board of Directors.
The number of directors shall be six (6). Directors shall be elected and appointed by the membership. Directors need not be residents of Illinois. An officer of the club may be a director. Initially, th terms of these directors shall be for three (3) years each and four directors shall initially have a term of two (2) years each. Thereafter, each director shall hold office for a term of two (2) years or until his successor is appointed and qualified. A director shall be a member of this club.
A regular annual meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual Fall business meeting of the membership. The Board of Directors may provide resolution the time and place, either within or without the State of Illinois, for the holding of additional meetings of the board without other notice than such resolution.
Special meetings of the Board of Directors ay be called by or at the request of the President or any three (3) directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them Notice of any special meeting shall be given at least two (2) days previously either by written notice delivered personally or sent by mail to each directors at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting, The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these BYLAWS.
A majority of the Board of Directors shall constitute a quorum for the transaction f business at any meeting of the Board provided that if less than a majority of the directors are present at said meeting(s), a majority of the directors present my adjourn the meeting from time to time without further notice.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by those BYLAWS.
Any vacancy occurring on the Board of Directors or any directorship to be dilled by reason of an increase in the number of directors shall be filled by the Board of Directors. A directors elected to fill a vacancy shall serve for the unexpired term of his predecessor in office.
Directors shall receive no compensation for services, but shall be entitled to reimbursement for corporate costs and expenses expended on behalf of the club.
The officers of the corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. The office o President shall, in the alternative, be known as "Chairman." The office of 1st Vice President shall also be known as "Vice Chairman."
Officers are to be elected at the annual Fall business meeting for a term of one (1) year, except the Co-Chairman, who will serve for two (2) years—the first years as Co-Chairman and the second year as Chairman.
A vacancy in any office because of death, resignation or any other reason may be filled by the Board of Directors for the unexpired term of the office.
The President-Chairman shall be the principal executive officer and shall in general supervise and control all business and affairs of the corporation. He shall preside at all meetings of the members and the Board. He may sign, with the Secretary or any other proper officer authorized, any instruments which the Board of Directors have authorized.
In the absence of the Chairman, or in the event of his inability or refusal to act, the Co-Chairman shall perform the duties of the Chairman, and when so acting shall have all of the powers of and be subject to all the restrictions of the Chairman.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and which such surety of sureties as the Board of Directors shall determine. He shall have changed (sic) and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of ARTICLE VIII of these BYLAWS, and in general perform all t he duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him y the President or by the Board of Directors. He will present the records for audit when so directed, and will have the records available to the general membership at the annual Fall meeting.
The secretary shall 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 duly given in accordance with the provisions of these BYLAWS or as required y law; be custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these BYLAWS; keep a registrar of he post office address of each member which shall be furnished to the Secretary by each member; and, in general perform all duties incident to the office o secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
The Newsletter Secretary shall be responsible for all publications.
The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, but the designation of such committees and the designation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.
Each member of a committee shall continue as such until the next annual Fall meeting of the members and the Board of Directors of the corporation ad until his successor s appointed, unless the committee is sooner eliminated, or unless such member shall cease to quality as a member of the club.
One member of each committee shall be appointed "Chairman."
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.
Unless otherwise provided in the resolution of the Board of Directors declaring a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present shall be the act of the committee.
Each committee may adopt rules for its own government not inconsistent with these BYLAWS or with the rules adopted by the Board of Directors.
The Newsletter Secretary shall be responsible for all publications.
The Board of Directors may authorize any officer or officers, agent or agents in the corporation, in addition to the officers so authorized by these BYLAWS, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confirmed to specific managers. The corporation shall not own or operate real estate.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers , agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors in the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or Chairman of the corporation.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust [or] other depositories as the Board of Directors may select.
The Board of Directors may accept on behalf of the corporation any contributions, gift, bequest or devise for the general purposes or or any special purposes of the corporation.
The Board of Directors, at the annual Fall business meeting, will make recommendations or accept from the members of the corporation recommendations as to the payment of surplus corporate funds, as donations to such not-for-profit organizations and entities that carry on activities in the promotion of the purpose for which this club or corporation is organized. The corporation, through its Board of Directors, is authorized to make such payments.
The corporation shall keep correct and complete books and records of accounts and shall 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 shall keep at the registered or principal office a record giving the names and addresses of the members entitles to vote. All books and records of the corporation may be inspected by any member, or his agent, at any reasonable time at a place determined by the Chairman.
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dies payable to the corporation.
Dues shall be payable upon application of membership.
When any member shall be in default in the payment of dues after the first day after the annual Spring meeting from the beginning of the period for which such dies became payable, his membership may thereupon be terminated by the Board of Directors in the manner provided in ARTICLE III of these BYLAWS.
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Illinois."
Whenever any notice whatever is required to be given under the provisions of the General Not-for-Profit Corporation Act of Illinois, or under the provisions of the Articles of Incorporation or the BYLAWS of the corporation, a waiver thereof (in writing) signed by the persons entitled to such notice, whether before or after the times stated therein, shall be deemed equivalent to the giving of such notice.
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