Table of Contents
Article I – Purpose
ARTICLE II – Offices
ARTICLE III – Membership
ARTICLE IV – Meeting of Members
ARTICLE V – Board of Directors and Officers
ARTICLE VI – Committees
ARTICLE VII – Employed Staff
ARTICLE VIII – Indemnification
ARTICLE IX – Contracts, Check, Deposits, & Funds
ARTICLE X – Books & Records
ARTICLE XI – Fiscal Year & Audit
ARTICLE XII – Waiver of Notice
ARTICLE XIII – Amendments to Bylaws
ARTICLE XIV – Political Action Prohibited
ARTICLE XV – Dissolution of Organization
Adopted November 2015
BYLAWS OF ENOS PARK NEIGHBORHOOD
IMPROVEMENT ASSOCIATION, INC.
ARTICLE I – PURPOSE
The purpose of the Corporation as stated in its Articles of Incorporation is organized exclusively for charitable and educational purposes under section 501©3 of the Internal Revenue Code.
Section 1 – In April 1989, the Corporation was formed:
To promote the social welfare of the citizens of the City of Springfield, Illinois by sponsoring civic programs to assist in the preservation of viable residential neighborhoods through the prevention of crime, the promotion of fire safety, the development of a drug-free environment and the fostering of civic pride.
To promote the economic stability, protect the public health and promote the general welfare of the citizens of the City of Springfield, Illinois by encouraging, aiding, and assisting the City of Springfield, Illinois in the implementation of the goals, policies and objectives of the Comprehensive Plan for the City of Springfield, Illinois prepared by the Springfield Sangamon County Regional Planning Commission and adopted by the City of Springfield.
ARTICLE II – OFFICES
Section 1 – The name of this Corporation shall be “Enos Park Neighborhood Improvement Association.” (Hereafter referred to as EPNIA), and is organized as a non-profit corporation, registered with the Illinois Secretary of State.
Section 2 – The Corporation shall have and continuously maintain in the State of Illinois a registered office, and a registered agent whose office is identical with such registered office, as required by the Illinois General Not-For-Profit Corporation Act. The registered office may be changed from time to time by the Board of Directors.
ARTICLE III – MEMBERSHIP
Section 1, Membership Designations – There shall be three categories of membership in EPNIA: Regular, Business, and Associate.
A Regular Member shall be any person over the age of 18 who resides or owns property within the boundaries of EPNIA and shall have paid $25 or more in annual dues. In order to vote, a Regular Member must be in good standing and be current on annual dues. Each household has one (1) vote.
A Business Member shall be any person, firm, or corporation operating a place of business within the boundaries of EPNIA and shall have paid $100 or more in annual dues. Non-Residential property owners will be classified as a Business Member and entitled to one membership only. In order to vote, a Business Member must be in good standing and be current on annual dues. Each business has one (1) vote.
An Associate Member of EPNIA shall be any person, firm, or corporation who neither resides, owns property, nor operates a place of business within the Association’s boundaries, but nevertheless, maintains an interest in EPNIA and its purposes. Associate members shall have no voting privileges and cannot hold office except as an Associate Board Member (non-voting).
Section 2, Voting Rights – Each dues paying member whose name shall be certified by the Secretary and/or the Treasurer shall be entitled to one vote on each matter submitted to a vote of the members present, including proxies. Associate Members shall be non-voting members of the Corporation.
Section 3, Termination of Membership – The Board of Directors by affirmative vote of three-fourths of all the Board members present may suspend or expel a member for action detrimental to the welfare of the Corporation after an appropriate hearing.
Section 4, Resignation – Any member may resign by filing a written resignation but dues are not refundable.
Section 5, Reinstatement – Upon written request by the former member and payment of dues as certified by the Treasurer, the Board of Directors may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
ARTICLE IV – MEETING OF MEMBERS
Section 1, Annual Meeting – An annual meeting of the members shall be held in conjunction with the regular December meeting for the purposes of electing directors and other such business as may come before the Corporation.
Section 2, Special Meetings – Special meetings of the members may be called by the President, the Board of Directors, or not less than one-fifth of the members having voting rights.
Section 3, Limitation of Actions – Amendments to the Articles of Incorporation and these bylaws may be made only by the dues paying members at a meeting for which prior announcement of these actions has been made.
Section 4, Notice of Meetings – Written notice stating the place, day and hour of any annual or special meeting shall be delivered via mail and/or electronic mail to each member entitled to vote at such a meeting, not less than five nor more than 30 days before the meeting. In case of a special meeting, the purpose for which the meeting is called shall be stated in the notice.
Section 5, Quorum – A quorum shall be considered 50% of members eligible to cast a vote, plus one.
ARTICLE V – BOARD OF DIRECTORS AND OFFICERS
Section 1, General Powers – The affairs of the Corporation shall be managed by the Board of Directors.
Section 2, Officers and Directors – The Board of Directors shall consist of the officers and directors of the Corporation: a President, a Vice President, a Secretary, a Treasurer, and between five (5) and nine (9) Directors at Large, to be elected in accordance with the provisions of this Article.
Each Officer or Director shall hold office from the date of his/her election until the next Annual Meeting. Only voting members of the Corporation shall serve as Officers or Directors.
Section 3, Advisory Director – The immediate past President of the corporation, or if he/she is unwilling or unable to act, such past President as the Board of Directors may select, shall be an Advisory Director of the Board of Directors. The Advisory Director is appointed by the Board of Directors.
Section 4, Associate Directors – Associate Members may serve as Associate Directors, who attend board meetings and participate in communications of the Board of Directors, but do not have voting privileges. Any Associate Directors are appointed by the Board of Directors.
Section 5, Regular Meetings – The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board without other notice than such resolution.
Section 6, Special Meetings – The Board of Directors may call special meetings at the request of the President or any three Directors. Notice of any special meeting of the Board of Directors shall be given at least five days prior by mail and/or electronic mail.
Section 7, Resignation – A Director may resign at any time by written notice (mail, email, or text message) delivered to the President of the Corporation. The resignation is effective when the notice is delivered unless the notice specifies a future date.
Section 8, Removal – Any Officer or Director elected by the members of the Corporation may be removed by the members of the Corporation upon two-thirds vote of the members entitled to vote whenever, in their judgment, the best interests of the Corporation would be served by such action.
Section 9, Vacancies – Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 10, Compensation – Officers and Directors shall not receive any salaries for their service.
Section 11, President – The President shall preside at all meetings of the members and of the Board of Directors. He/she shall supervise the day-to-day activities of the association and send out any notices for which the Corporation is responsible. He/she shall call special meetings of the Board of Directors, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.
Section 12, Vice President – In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. He/she shall perform such other duties as may be assigned by the President or by the Board of Directors.
Section 13, Secretary – The Secretary shall record the proceedings at all meetings of the Board of Directors and membership meetings.
Section 14, Treasurer – The Treasurer shall collect membership dues and keep records of paid members; deposit all funds that are collected; pay all bills and distribute funds by check; maintain the financial records of the Corporation; and submit a written financial report each month to the Board of Directors.
Section 15, Directors at Large – Each Director shall serve as a leader or co-leader for one of the working committees. The committee chairs, along with the President and Vice President, shall comprise the Executive Committee.
Section 16, Executive Committee – The Executive Committee shall supervise the affairs of the Corporation in accordance with its stated purposes and policies and develop agenda items and policy matters for consideration by the Board of Directors. Each committee chair will be responsible for submitting a report summarizing their activities and requesting action on any items requiring a vote of the Board of Directors prior to the next meeting of the board.
ARTICLE VI – COMMITTEES
Section 1, Committees of Directors – The Board of Directors, by a resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of one or more directors, and such other persons as the Board of Directors may designate. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the Corporation The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual, or any responsibility upon it, him or her by law.
ARTICLE VII – EMPLOYED STAFF
Such employed staff as may be necessary to support the organization shall be hired and discharged by the Executive Committee, subject to the advice and consent of the Board of Directors. The employed staff shall report directly to the President.
ARTICLE VIII – INDEMNIFICATION
Section 1, Action by Other than Corporation – The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suite or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in and not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
Section 2, Action by Corporation – The Corporation shall indemnify any person or persons who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, Officer, employee or an agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to eligible for negligence or misconduct in the performance of duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 3, Expenses – To the extent that a Director, Officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection herewith.
Section 4, Prerequisites – Any indemnification under Sections 1 and 2 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent, is proper in the circumstances because the Director, Officer, employee or agent, has met the applicable standards of conduct set forth in Sections 1 and 2. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suits or proceedings, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so direct, by independent legal counsel in a written opinion.
Section 5, Advances by Corporation – Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount unless it shall ultimately be determined that such person is indemnified by the Corporation as authorized in this Article.
Section 6, Other Remedies – The indemnification provided in this Article shall not be deemed exclusive to any other rights to which such Director, Officer, employee or agent may be entitled under any agreement, vote of interested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, and shall insure to the benefit of the heirs, executors and administrators of such a person.
Section 7, Insurance – The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, Officer, employee or agent of another cooperation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article.
ARTICLE IX – CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1, Contracts – The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, 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 confined to specific instances.
Section 2, Checks, Drafts, etc. – All checks, drafts or 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 in such manner as shall from time to time be determined by resolution of the Board of Directors. Such instruments shall be signed by the Treasurer and any payment exceeding $1000 shall be countersigned by the President.
Section 3, Deposits – All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bank, trust company, or other depository as the Board of Directors may select.
Section 4, Gifts – The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or grant for the general purpose of or for any special purpose of the Corporation.
Section 5, Restricted Gifts– Donors may make contributions for specified purposes and such funds shall be held and distributed by the Treasurer for specified purposes as long as the specified purpose is approved by the Board and is consistent with the purposes of the Corporation. If it is determined by the Board of Directors that changed conditions or other reasons have rendered the application of the contribution to the specified purpose illegal, unnecessary or impractical, and such funds cannot be returned to the donor, such funds shall be used for such other purposes of the Corporation as will best carry out the intentions of the donor.
ARTICLE X – BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its voting members, Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XI – FISCAL YEAR AND AUDIT
The year end of the Corporation shall be the calendar year. At the close of the fiscal year or at such other times as the Board of Directors may authorize, the Board may provide for an independent audit of all assets and accounts of the Corporation.
ARTICLE XII – WAIVER OF NOTICE
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 person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII – AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members present at any regular or special meeting for which prior announcement has been made, provided that written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting as required.
ARTICLE XIV – POLITICAL ACTION PROHIBITED
At no time shall this Corporation, directly or indirectly, participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office, notwithstanding the acceptance of advertising in the Association newsletter. No officer or director at large may use the name of the Corporation in any political campaign or imply support or opposition for any candidate to public office on behalf of the Corporation.
ARTICLE XV – DISSOLUTION OF ORGANIZATION
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501©3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.