CNU MIDWEST BYLAWS

 

ARTICLE I. ORGANIZATION.

 

The name of the organization shall be “CNU Midwest, Inc.” (the “Organization”). The Organization may at its discretion, by a two-thirds (2/3) majority vote of a quorum of the Members, change its name.

 

ARTICLE II. MISSION

 

The mission of the Organization shall be set as forth in the Organization’s Articles of Organization.

 

ARTICLE III. MEMBERS.

 

  • Qualifications for Membership. Membership in the Organization shall be open to any Person (hereinafter defined as a natural person, a corporation, a partnership, a trustee, a limited liability company, or any other legal entity) who is any combination of (i) resides, has an office, or conducts business in the areas as indicated in the official organization coverage map (ii) is a member in good standing of the Congress for the New Urbanism; or (iii) and complies with the rules and procedures of the Organization and these By-Laws (a “Member”). The Organization will use the membership levels as set by the Congress for the New Urbanism. Each Member shall be entitled to one (1)

vote, exercised as set forth below. A Person’s membership application shall follow the requirements of the Congress for the New Urbanism. To remain a Member in good standing, each Member shall thereafter annually pay dues, in such amounts and at such time as the Congress for the New Urbanism determines, and comply with the rules and procedures of the Organization and these By-Laws. Each Member in good standing shall be entitled to such benefits and privileges as determined by the Board of Directors from time to time. A Member may not voluntarily or involuntarily transfer his, her, or its membership or any rights arising therefrom. The Board of Directors may waive any or all of the foregoing qualifications for membership in any manner the Board may deem appropriate

  • Suspension of or Expulsion from Membership. Members shall not be in good standing upon failure to pay their annual dues in full and/or failure to comply with the rules and procedures of the Organization or these By-Laws. For matters not related to the failure to pay dues, a notice is to be provided by the Organization’s Board of Directors to a Member which states in particular how said Member allegedly failed to comply with the rules and procedures of the Organization or these By-Laws. Said Member shall be granted a reasonable opportunity to be heard before the Board of Directors. After said hearing, the Board of Directors may, by a two–thirds (2/3) majority vote of a quorum of the Board of Directors, suspend or expel said Member.

 

  • Dues. The Organization may not levy dues upon the Members over and beyond the dues levied by The Congress for the New Urbanism at the Organization’s discretion. The Board of Directors shall have the authority to set and modify dues for Members from time to time. The Congress for the New Urbanism shall also have the authority to waive the payment of dues, in whole or in part, for good cause shown. If annual dues are not paid by a Member, such non-paying Member shall no longer qualify as a Member and shall be stricken from the membership rolls.

 

  • Meetings of the Members. Meetings of the Members shall be held for the purposes of electing Officers and Directors, presentation of an annual report, amendment of the By-Laws or Articles of Organization, dissolution of the Organization, and any other action requiring a vote of the Members by the Articles of Organization or applicable laws or for any other valid purpose for which such a meeting may be held.

 

  • Place of Meeting. Each meeting of the Members shall be held either in-person or virtually at the discretion of the Board of Directors and subject to a majority vote of the Board of Directors.  If held in-person, the meeting shall be held at such a place within the Midwest region as shall be designated by the Board of Directors or by the Member(s) calling the meeting in accordance with these By-Laws. Members who are unable to participate in person may participate via phone or videoconference.

 

  • Special Meetings. Special meetings of the Members may be called by (i) a majority of the Board of Directors, (ii) the Chairperson of the Organization whenever, in his or her opinion, a special meeting shall be necessary, or (iii) any Officer upon the filing with the Clerk of the Organization of a written request of at least ten percent (10%) of the Members in good standing. Any such written request for a special meeting shall state the purpose for which the special meeting is requested. If the Chairperson or another Officer does not call such a special meeting within fifteen (15) days after the filing of such a request, the Members who filed the request may call the special meeting.

 

  • Notice of Meetings. Written notice of each meeting of the Members shall be given to each Member at least five (5) days but not more than sixty (60) days prior to the meeting and will state the date, time and location of the meeting. The general purposes for which a special meeting is called shall be stated in the notice thereof. In addition, if the business of the meeting includes the amending of the By-Laws or the Articles of Organization, the written notice of the meeting shall set forth the proposed amendment and the reasons therefore. Written notice shall be given by the Clerk, or in the case of the death, absence, incapacity, or refusal of the Clerk, by any other officer of the Organization.

  • Method of Notice. Any notice of a meeting shall be sent to each Member at the last known email address provided to the Organization by said Member. In the absence of an email address, a written notice will be sent to the Member’s physical mailing address provided to the Organization by said Member, social media, or any other known means of correspondence. The Organization will maintain records of Members and their respective contact information, as each Member so provides. Waiver of Notice. A Member may waive his, her, or its requirement to receive notice by delivering a written copy of such waiver to the Clerk. Upon receipt of any such waiver, the Clerk shall file or enter that waiver in the Organization’s applicable records and/or minutes. Such waivers shall apply to any notice where the time, place, purpose or any other matter, including any special notice or form of notice, is required or permitted to be given to a Member by law or under the provisions of the Articles of Organization, these By-Laws or of a resolution of the Members of the Board of Directors. Further, where a Member appears at a meeting that he, she or it is duly entitled to attend, but has not received notice of said meeting, that Member shall be deemed to have waived notice unless a protest is filed with the person(s) who called the meeting, prior to the meeting’s commencement.

 

  • Quorum. At any meeting of Members, a quorum will be constituted by the presence, in person or by proxy, of not less than twenty-five percent (25%) of the Members then in good standing and who are required for said meeting. Members otherwise entitled to vote, but disqualified from voting for any reason, shall not be considered for the purpose of determining the presence of a quorum. The Members entitled to vote may be present either in person or by proxy in order to constitute a quorum.  Votes may occur electronically during a specified voting period no less than one week in duration.  Members must be given at least two notifications specifying the voting period and the nature/subject matter of the vote.  There must be a notification at least one week in advance of the electronic vote.  Electronic votes may only be cast by members in good standing.

  • Adjournment. A majority of the Members entitled to vote and represented at a meeting may adjourn such meeting. During the course of any meeting of the Members, if a quorum is not maintained, said meeting shall automatically terminate and any business conducted following the loss of such quorum shall be considered null and void.

 

  • Action By Vote. Each Member entitled to vote on a matter shall have one (1) vote with respect to that matter. A vote may be cast in person or by written proxy. No written proxy dated more than six (6) months before the meeting named therein shall be valid and no written proxy shall be valid after the final adjournment of such meeting. The vote of a majority in any quorum shall be sufficient to transact business unless otherwise provided by law, the Articles of Organization, or these By-Laws.

 

  • Voting by Organization Members. Each Organization Member shall exercise its one (1) vote through a representative of such Organization Member who shall be identified in writing to the Clerk of the Organization prior to the vote being taken.

 

 

ARTICLE IV. BOARD OF DIRECTORS

 

  • Powers. The affairs of the Organization shall be managed by the Board of Directors, which shall have, and may exercise, all the powers of the Organization, except those powers reserved to the Members by law, the Articles of Organization, or these By-Laws. The Board of Directors’ powers shall include, without limitation, responsibility to:

 

  • establish and direct the policies of the Organization;

  • appoint committees and subcommittees with such authority, responsibilities, and functions as the Board of Directors may, from time to time, determine necessary,  subject to Article VII herein;

  • assist in raising the funds necessary to finance the annual budget of the Organization;

  • authorize the expenditure of the Organization’s funds, as appropriate;

  • supervise the financial operations, arrangements, and obligations of the Organization;

  • oversee the operations of the Organization and its committees and subgroups;

  • authorize the hiring and engagement of contractors and employees, as may be needed;

  • oversee and supervise the relationships the Organization may establish with other persons, parties or entities; and

  • delegate to the Chairperson and other Officers such authority, responsibilities, and functions as it may from time to time deem necessary or appropriate.

 

The Board of Directors shall have and may exercise, all its powers and rights notwithstanding the existence of one (1) or more vacancies.

 

  • Tenure. Except for the designated Student Director, who shall hold office for a single one- (1)-year term, all Directors shall hold office for evenly allocated staggered three (3) year terms until the applicable Annual Meeting of the Members.

 

  • Vacancies. Any vacancy by any Directors, however occurring, may be filled by the two-thirds (2/3) majority vote of the remaining Board of Directors at a meeting at which a quorum is present. The Member appointed to fill the vacancy shall serve out the remaining balance of the tenure of the vacating Director.

 

  • Resignation and Removal. Any Director may resign by delivering his/her written resignation to the Organization at its principal office or to any of the Officers. Such resignation shall be effective upon receipt unless it specifies a later effective date. A Director may leave or be removed from office upon the occurrence of any or a continuation of the following events, at which time a vacancy shall be created on the Board of Directors:

 

  • the death or incapacity of the Director;

  • the written resignation of the Director, which shall be effective immediately upon receipt by an officer of the Organization if no time is specified, or at such later time as such written resignation may specify, provided, however, that the remaining Directors may elect to accelerate the resignation by a two-thirds (2/3) majority vote of the Board of Directors at a meeting duly called at which a quorum is present;

  • the two-thirds (2/3) majority vote of Members, with or without cause, at a meeting duly called at which a quorum is present; or

  • the three-fourths (3/4) majority vote of the Board of Directors, with or without cause, at a meeting duly called at which a quorum is present.

 

Removal of a Director by the Members or by the Board of Directors shall require that notice of such proposed action be included in the notice of the meeting at which such action is to be taken. The judgment of the Board of Directors or the Members, as applicable, shall be conclusive as to all concerned.

  • Composition of the Board of Directors. The Board of Directors shall be comprised of the following positions:  

    • At-Large Directors, which are elected from within the Organization’s boundary area and do not represent a de facto sub-chapter.

    • Sub-Chapter Leaders, which represent a sub-chapter as described herein.

    • A student member from a regionally accredited educational institution.*

* https://www.chea.org/regional-accrediting-organizations

 

  • Election of Directors. Directors shall be qualified and elected at the Annual Meeting of the Members, or subsequent meeting as decided by a 2/3 majority vote of the Board of Directors.

 

  • Meetings of the Board of Directors. Regular meetings of the Board of Directors may be held on the dates and at the times and places as the Chairperson or the Board of Directors may from time to time designate. A regular meeting of the Board of Directors may be held without notice at the same place as the Annual Meeting of Members, or the special meeting held in lieu thereof, following such meeting of Members. The Board of Directors shall meet at least twice in each calendar year.

 

  • Place of Meeting. Each meeting of the Board of Directors shall be held virtually, or it shall be held at such place within the Midwest Region as shall be designated by the Director(s) or Officer(s) calling the meeting in accordance with these By-Laws. Members who are unable to participate in person may participate via phone or videoconference.

 

  • Special Meetings. Special meetings of the Board of Directors may be called by (i) a majority of the Board of Directors at any time, (ii) the Chairperson of the Organization whenever, in his or her opinion, a special meeting shall be necessary, or (iii) any Director upon the filing with the Clerk of the Organization of a written request of at least ten percent (10%) of the Members of the Organization in good standing. Any such written request for a special meeting shall state the purpose for which the special meeting is requested. If the Chairperson does not call such a special meeting within fifteen (15) days after the filing of such a request, any other Director may call the special meeting.

 

  • Notice of Meetings. Written notice of each meeting of the Board of Directors shall be given to each Member at least five (5) days but not more than sixty (60) days prior to the meeting and will state the date, time, and location of the meeting. The general purposes for which a special meeting is called shall be stated in the notice thereof. In addition, if the business of the meeting includes amending these By-Laws or the Articles of Organization, the written notice of the meeting shall set forth the proposed amendment and the reasons therefore. Written notice shall be given by the Clerk, or in the case of the death, absence, incapacity, or refusal of the Clerk, by any other officer of the Organization.

 

  • Method of Notice. Any notice of a meeting shall be sent to each Member at the last known email address provided to the Organization by said Member. In the absence of an email address, a written notice will be sent to the Member’s physical mailing address provided to the Organization by said Member, social media, or any other known means of correspondence. The Organization will maintain records of Members and their respective contact information, as each Member so provides. See Article III, Section 8.

 

  • Waiver of Notice. A Director may waive his/her requirement to receive notice by delivering a written copy of such waiver to the Clerk of the Organization. Upon receipt of any such waiver, the Clerk shall file or enter that waiver in the Organization’s applicable records and/or minutes. Such waivers shall apply to any notice where the time, place, purpose or any other matter, including any special notice or form of notice, is required or permitted to be given to a Director by law or under the provisions of the Articles of Organization, these By-Laws or of a resolution of the Members of the Board of Directors. Further, where a Director appears at a meeting that he/she is duly entitled to attend, but has not received notice of said meeting, that Director shall be deemed to have waived notice unless a protest is filed with the person(s) who called the meeting, prior to the meeting’s commencement.

 

  • Quorum. At any meeting of the Board of Directors, a quorum will be constituted by the presence in person of at least a majority of the Directors then in office. Directors otherwise entitled to vote, but disqualified from voting for any reason, shall not be considered for the purpose of determining the presence of a quorum. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute “presence in person” at such meeting for the purposes of the foregoing sentence.

  • Adjournment. A majority vote of the Directors is required to adjourn any meeting of the Board of Directors. During the course of any meeting of the Board of Directors, if a quorum is not maintained, said meeting shall automatically terminate and any business conducted following the loss of such quorum shall be considered null and void. See Article III, Section 11.

 

  • Action By Vote. Each Director entitled to vote on a matter shall have one (1) vote with respect to that matter. A vote must be cast in person. The majority vote of any quorum shall be sufficient to transact business unless otherwise provided by law, the Articles of Organization or these By-Laws, provided that the Chairperson shall be entitled to an additional vote in cases of a tie vote as set forth in Article V, Section 5(e).

 

  • Executive Committee. The Executive Committee of the Corporation shall consist of the Chairperson, Vice-Chairperson, Clerk, and Treasurer of the Corporation and such other members of the Board as the Board shall from time to time select by majority vote.

 

The Chairperson shall serve ex officio as chair of the Executive Committee.

 

Subject to any prior limitations imposed by the Board, the Executive Committee shall have the power to transact all regular business of the Corporation during the interim between the meetings of the Board of Directors, and its actions shall have the same force and effect of action of the Board of Directors, provided, however, the Executive Committee may not: (1) approve or recommend to Members action that applicable state and local law requires to be approved by members of corporations; (2) fill vacancies on the Board of Directors or on any committee with the power to act on behalf of the Corporation; (3) adopt, amend or repeal any part or all of the By-Laws; (4) approve a plan of merger; (5) approve a sale, lease, exchange or other disposition of all or substantially all of the property of the Corporation; or (6) approve a proposal to dissolve. The action of the Executive Committee with respect to such matters within its authority shall have the same force and effect as if the action were taken by the Board. The Executive Committee shall report any actions and recommendations since the last Board meeting to the Board at each Board meeting.

 

 

ARTICLE V. OFFICERS

 

  • Enumeration. The Officers of the Organization shall consist of a Chairperson, a Vice-Chairperson, a Treasurer, a Clerk, a Communications Director, and an Operations Manager. Each Executive Officer will also serve on the Board of Directors. No Individual Member shall simultaneously hold more than one of the executive Officer positions. 

  • Nominating and Election Procedures. Officers shall be elected by the Board of Directors at the first board meeting after the annual meeting of the members. Officers may be re-elected for terms up to three years in length. Uniform procedures for nominations and elections shall be issued by the Board of Directors at least one (1) month prior to the date of the Annual Meeting of the Members.

 

  • Tenure. Officers shall hold office for one (1)-year terms for up to three (3) consecutive years.  An officer may hold office for six (6) years in total.  In the event an officer dies, resigns, is removed, or becomes otherwise unable or unwilling to serve out the remainder of his/her respective tenure, a Member shall be appointed by the Board of Directors who shall serve out the remainder of the departing Officer’s tenure. Such appointment will be by the two-thirds (2/3) majority vote of the remaining Board of Directors at which a quorum is present.

  • Compensation. No Officer shall, for any reason of his/her office, be entitled to receive any salary or compensation. Subject to the provisions of the Articles of Organization and these By-laws, an Officer or Director shall be permitted to receive compensation from the Organization for reasonably relevant expenses or duties other than the duty of serving as a Director or Officer. Such reasonably relevant expenses or duties shall include, by way of example only and without any limitation, express or implied, such expenses or duties as travel expenses, costs for materials or services purchased on behalf of the Organization and services or materials purchased by the Organization from the Officer or Director at fair market value.

  • Chairperson. The Chairperson shall be the chief executive officer of the Organization and the Chairperson of the Board of Directors. The Chairperson shall:

 

  • generally, supervise the Organization’s affairs and business in conjunction with the Board of Directors;

  • represent the Organization at appropriate functions;

  • preside at appropriate meetings of the Members and of the Board of Directors;

  • present at each annual meeting of the Organization an annual report of the work of the Organization;

  • cast an additional vote to break a tie vote on any action by the Board of Directors;

  • see that all books, reports, and certificates as required by law and by these By-Laws are properly kept or filed;

  • be one of the officers who may sign the checks or drafts of the Organization; and

  • have such powers as may be reasonably construed as belonging to the chief executive officer of any organization.

 

  • Vice-Chairperson. The Vice-Chairperson shall be an Officer and a member of the Board of Directors of the Organization. In the absence or inability of the Chairperson to exercise his/her office, the Vice-Chairperson shall become acting Chairperson of the Organization with all the rights, privileges, and powers as if having been the duly elected Chairperson. The Vice-Chairperson shall otherwise perform such duties as are customarily incident to the office of Vice-Chairperson, or as may be designated by the Board of Directors.

 

  • Clerk. The Clerk shall be an Officer of the Organization, a member of the Board of Directors. The Clerk shall:

 

  • keep the minutes and records of the Organization and appropriate books;

  • file any certificate required by any statute, federal or state;

  • give and serve all notices to Members;

  • be the official custodian of the records and seal of the Organization, if any;

  • present at any meetings any relevant communication addressed to him/her as Clerk of the Organization;

  • attend to all correspondence of the Organization; and

  • otherwise perform such duties as are customarily incident to the office of Clerk, or as may be designated by the Board of Directors.

 

  • Treasurer. The Treasurer shall be an Officer of the Organization and a member of the Board of Directors. The Treasurer shall have the care and custody of all monies and financial affairs belonging to the Organization and shall be solely responsible for such monies or securities of the Organization. The Treasurer shall also:

  • be one of the Officers who shall sign checks or drafts of the Organization;

  • prepare an annual budget for presentation to the Board of Directors and such interim budgets as may be needed;

  • attend to invoices, collection of dues, payment of bills and obligations and keep the Board of Directors apprised of the state of the treasury;

  • ensure that no special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it;

  • render, at stated periods as the Board of Directors shall determine, a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Boards of Directors of such meeting, and otherwise perform such duties as are customarily incident to the office of Treasurer, or as may be designated by the Board of Directors.

  • Communications Director. The Communications Director shall be responsible for the overall communications of the organization to the CNU Midwest membership.

  • Operations Director.  The Operations Director shall be responsible for the overall development of committees and ensuring the CNU Midwest Strategic Plan goals are met on a regular basis. 

 

  • Assistants to Officers. Officers may, from time to time, individually appoint a Member to take over all or part of their respective duties. Appointments, however, shall always be temporary and such assistants shall not relieve an Officer’s respective responsibilities, except at the discretion of the Board of Directors, subject to Article V, Section 3.

 

ARTICLE VI. SALARIES

 

The Board of Directors shall fix the compensation of any and all employees, which it, in its discretion, may determine to be necessary for the conduct of the business of the Organization, subject to Article V, Section 4 of these By-laws and the Articles of Organization.

 

ARTICLE VII. SUBCHAPTERS

 

A sub-chapter may form through the congregation of five (5) or more members in a particular and distinct geographical area.  A subsequent vote of confidence for the appointment of a sub-chapter leader by the majority of members is required.  The addition of a sub-chapter to CNU Midwest shall be subject to a majority vote of the Board of Directors.  In the event that there is an existing chapter with legal 501(c)3 status seeks to form an informal partnership with representation on the Board of Directors, a representative from that chapter may be nominated to the CNU Midwest Board of Directors, however, CNU Midwest will be in no way liable for the activities of a said existing chapter.  If a CNU Midwest Sub-chapter would like to form a separate chapter with or without legal 501(c)3 status, it may do so subject to a majority vote of the sub-chapter members, all of which reside in the defined subchapter boundaries.  CNU Midwest is in no way responsible or liable for the activities of the newly formed chapter, regardless of whether or not they pursue legal 501(c)3 status for the new chapter.  Additionally, once notification has been given that a subchapter will be forming a chapter separate from CNU Midwest, sub-chapter leaders may not serve on the Board of Directors of CNU Midwest.

ARTICLE VIII. COMMITTEES AND TASK FORCES

 

  • Establishment of Committees and Task Forces. The Board of Directors may establish one or more committees and task forces with membership, powers, and duties, as the Board of Directors so designates. Committees and task forces shall conduct their affairs in the same manner as is provided in these By-Laws for the Board of Directors unless the Board of Directors agrees to an alternate arrangement. Each committee or task force shall keep regular minutes of its proceedings and shall report the same to the Board of Directors. The members of any committee or task force shall serve at the discretion of the Board of Directors. The Board of Directors may abolish any committee or task force at any time. The Board of Directors shall have the power to rescind any action of any committee or task force, but no such rescission shall have retroactive effect.

 

  • Committee/Task Force Procedures. All committee and task force chairpersons shall hold office until their terms expire annually at the time of the Annual Meeting of the Members. Committee and task force chairpersons shall be elected to their office by a majority vote of the members of their respective committees and task forces following such Annual Meeting of the Members. See Article III, Section 12. In the event, there is an insufficient number of committee or task force members to hold a chairperson election, or if the seat of a committee or task force chairperson is unreasonably vacant for any reason whatsoever, the Board of Directors may, at its discretion, appoint a Member to become the committee or task force chairperson to serve out the balance of the term. A committee or task force chairperson may be removed by the members of the chairperson’s respective committee or task force or by the Board of Directors. Such removal shall require the majority vote of the members of the said respective committee or the Board of Directors, as applicable. In the event there is a conflict among the members of a committee or task force as to the election of their chairperson, the Board of Directors shall have the final determination as to the election of the committee or task force chairperson.

 

 

ARTICLE IX. AMENDMENTS.

 

These By-Laws may be altered, amended, repealed, or added to by (i) the two-thirds (2/3) majority vote of the Board of Directors at a meeting duly called at which a quorum is present, or

(ii) the majority vote of the Members at any Annual Meeting or special meeting of the Members.

 

The power to make, amend or repeal these By-Laws shall be in the Board of Directors, in whole or in part, except with respect to any provisions hereof which by law, the Articles of Organization or these By-Laws require action by the Members. After any time the By-Laws are made, amended, or repealed, a notice and description of such changes are to be included with the next notice informing Members of the next general or Annual Meeting of the Members.

 

Any amendment or repeal of these By-Laws by the Board of Directors and any new By-Law or By-Laws adopted by the Board of Directors may be amended or repealed by the majority vote of the duly called Members at the Annual Meeting or a special meeting at which a quorum is present.

 

ARTICLE X. MISCELLANEOUS.

 

  • Seal. The Organization may have a seal bearing the name of the Organization and the year of its incorporation or such other words or inscription as the Board of Directors may determine.

 

  • Annual Meeting. The Annual Meeting of the Members of the Organization shall be held virtually or at a specified location.  The date of the Annual Meeting shall be decided by a majority vote of the Board of Directions. At the Annual Meeting, all expired Director positions then or becoming vacant shall be filled and a new slate of Officers shall be chosen. Such other business as may properly come before the Members shall also be transacted. If the Annual Meeting of the Members is not held as herein described, the election of Directors and Officers may be held at any meeting of the Members thereafter called pursuant to these By-Laws or otherwise lawfully held.
     

  • Fiscal Year. The fiscal year of the Organization shall be the calendar year ending December 31.
     

  • Corporate Records. The original, or attested copies, of the Articles of Organization, By-Laws, other corporate documents, and records of all meetings of the incorporator and Members shall be kept at the offices of the Organization’s statutory agent or legal counsel and shall be open at all reasonable times to the inspection of any Member for any proper purpose. The Organization shall not use or sell any list of its Members for a purpose other than in the interest of the applicant, as a Member, relative to the affairs of the Organization. Digital records shall be kept on Google Drive, or similar, for all members to review at their discretion.

 

  • Deposit of Corporate Funds. All funds of the Organization not otherwise employed shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select. The Board of Directors may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these ByLaws, as it may deem expedient. For the purposes of deposit and collection for the account of the Organization, checks, drafts, and other orders for the payment of money which are payable to the order of the Organization shall be endorsed, assigned, and delivered by such person or persons and in such manner, as may from time to time be designated by the Board of Directors.

 

  • Authorization. No loan shall be contracted on behalf of the Organization, and no evidence of indebtedness shall be issued in its name unless authorized by a two-thirds (2/3) majority vote of the Board of Directors at a meeting duly called at which a quorum is present. Such authorization may be general or confined to specific instances. Loans so authorized by the Board of Directors may be effected at any time for the Organization from any bank, trust company, or other institution, or from any firm, corporation, or individual. All bonds, debentures, notes, and other obligations or evidence of indebtedness of the Organization issued for such loans shall be made, executed, and delivered in such manner as the Board of Directors shall authorize. When so authorized by the Board of Directors, any part of or all of the properties, including real property, contract rights, assets, business, or goodwill of the Organization, whether then owned or hereafter acquired, may be mortgaged, pledged, hypothecated, or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes, and other obligations or evidence of indebtedness of the Organization, and of the interest thereon, by instruments executed and delivered in the name of the Organization.

 

  • Dissolution. The existence of the Organization shall be perpetual. The Organization may be dissolved by a two-thirds (2/3) majority vote of its Members, in which case all of its assets remaining for distribution after payment of obligations or provision for the same shall be distributed (subject to any restrictions imposed by any applicable will, trust, deed, agreement or other documents) to one or more charitable, scientific or educational organizations and qualified as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code, for use restricted to the purposes set forth in the Articles of Organization, in such proportions as the Board of Directors (or if the Board of Directors fails to act a court of competent jurisdiction) may determine.

  • Conflict of Interest. No contract or other transaction between the Organization and any other Person, and no act of the Organization, shall be affected by the fact that a Member or employee of the organization has a financial or other interest in such other Person. Any Member or employee, individually, or any firm or corporation in which such Member or employee may have an interest, may be a party to, or may have a financial or other interest in, any contract or transaction of the Organization, provided that the fact that such Member or employee has such interest shall be disclosed or shall be known to the Board of Directors or a majority of the members thereof, and provided further that, in the event that such interest involves a Member, such Member shall neither vote nor be counted in determining the existence of a quorum for voting on such matter.

MOST RECENT ADOPTION: July 2020

PROPOSED BYLAW CHANGES: July 2021