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| MSU Alumni Club of Metro Chicago Bylaws |
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MICHIGAN STATE UNIVERSITY ALUMNI CLUB OF METROPOLITAN CHICAGO, INC. BYLAWS ARTICLE I NAME Section 1.01 Formal Name. The name of this organization shall be the Michigan State University Alumni Club of Metropolitan Chicago, Inc. (the “Corporation”). Section 1.02 Assumed Name. The assumed names of the Corporation shall include MSU Alumni Club of Metro Chicago, and Chicago MSU Alumni Club. Section 1.03 Not for Profit Corporation. The Corporation is formed as a not for profit corporation, under General Not For Profit Corporation Act Of Illinois, serving as an Alumni Club affiliated with the Michigan State University Alumni Association of Michigan State University (“MSUAA”). ARTICLE II PURPOSE Section 2.01 Educational and Charitable Purpose. The Corporation is established and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”). In addition, the Corporation may undertake such other charitable activities as the Board of Directors shall deem appropriate and as the resources of the Corporation shall allow, including, but not limited to: (a) Acting as an vehicle for the dissemination of information regarding the educational advantages of Michigan State University. (b) Supporting the activities of Michigan State University toward the realization of its educational program, in every way possible, including scholarships; and (c) Uniting for social and other purposes, those persons who are interested in the distinguished record and future progress of Michigan State University. ARTICLE III MEMBERSHIP Section 3.01 General Requirements. All graduates and former students, faculty and staff members, former faculty and staff members, parents of students, and friends of the University residing or working in Cook, DuPage, Kane, Kendall, Lake, McHenry, or Will County, Illinois area are eligible for membership. All graduates of the current year are considered members of the Corporation for the balance of that calendar year. Section 3.02 Meetings. Meetings of the Corporation members shall be called as and when deemed desirable by the Board of Directors. ARTICLE IV DIRECTORS Section 4.01 General Powers. The Board of Directors shall manage the business and affairs of the Corporation and exercise its corporate powers, except as otherwise required by the Articles of Incorporation or these Bylaws. Section 4.02 Number. The number of directors of the Corporation shall be nine (9). The number of directors may be increased or decreased from time to time by the Board of Directors. Section 4.03 Election. The election of the Board of Directors shall be held in a meeting, open to all members, in the month of April, in a year in which terms expire. Only persons that are paid members of the MSUAA, as determined by the MSUAA, and who meet the criteria for membership set forth in Section 3.01, are eligible to be a director and are eligible to vote in the election of directors. Voting shall be on a non-cumulative basis. Section 4.04 Term. The directors shall be elected for a term of two (2) years. The terms of the directors shall be staggered, such that the terms of no more than four (4) directors shall expire in any given year. Section 4.05 Removal. The Board of Directors may remove any director, with or without cause, but only at a special meeting, and the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the director. The removal of a director shall be effective only upon the affirmative vote of a majority of the remaining directors. Section 4.06 Resignation. Any director may resign at any time, orally or in writing by notifying the President or Secretary of the Corporation. Such resignation shall take effect at the time specified therein and, unless otherwise specified, without the acceptance of such resignation. Section 4.07 Vacancies. Any vacancy on the Board of Directors cause by death, resignation, removal, an increase in the number of directors, or any other cause may be filled in the affirmative vote of the directors then remaining in office, even if the remaining directors do not constitute a quorum. In the case of a resignation that will become effective at a specified later date, the vacancy may be filled before the effective date of the resignation, but the new director may not take office until the vacancy occurs. Section 4.08 Regular Meetings. The Board of Directors shall meet annually, in the month of April, but after the annual meeting set forth above in Section 4.03, to elect officers and to transact other business. The Board of Directors may adopt a schedule of additional meetings that shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Chicago area, as the Board of Directors shall designate from time to time. The President shall preside at all meetings of the Board of Directors. Section 4.09 Special Meetings. Special meetings of the Board of Directors may be called by the President, or any three (3) members of the Board of Directors. Special meetings shall be held at such times and at such places, within the Chicago area, as the person or persons calling the meetings shall designate. Section 4.10 Notice of Meetings. Notice of any Regular or Special meeting of the Board of Directors shall be given to each director in person or delivered via e-mail, U.S. Mail, telephone, or facsimile. Notice of special meetings of the Board of Directors shall be given to each director in person or delivered via e-mail or U.S. Mail acknowledged with return receipt not less than seven (7) days before the meeting. Any such notice shall set forth the time and place of the meeting and state the purpose for which it is called. Section 4.11 Quorum and Manner of Acting. A majority of the number of directors fixed in these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present shall be an act of the Board of Directors. The directors shall act only as a Board and the individual directors shall have no power as such. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (i) the director objects, at the beginning of the meeting or promptly upon his or her arrival, to holding the meeting or to transacting specified business at the meeting; or (ii) the director votes against or abstains from the action taken. Section 4.12 Telephonic Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Section 4.13 Action without meeting. Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting of all members of the Board taken the action. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section shall be effective when the last director signs the consent unless the consent specified a different effective date and states the date of the execution by each director, in which event it shall be effective according to the terms of the consent. Section 4.14 Compensation. No director shall be entitled to any compensation for his or her services as a director. The Board of Directors may authorize reimbursement of actual out-of-pocket expenses reasonably incurred by directors in the performance and discharge of their duties as directors, other than attending regular or special meetings of the Corporation. Section 4.15 Conflicts of Interest. (a) All directors have an affirmative duty to avoid conflicts of interest that may occur during their tenure. (b) A director shall, in a timely manner, fully disclose to all other members of the Board any and all financial, equitable, employment, or contractual interests in, and any and all familial or other relationship with, any corporation, partnership, individual, or other entity agreeing or contracting with the Corporation to sell, supply, or furnish the Corporation with goods, services, or facilities for compensation. "In a timely manner" means prior to the Board of Directors authorizing or approving the Corporation to enter into the agreement or contract. (c) A director making the disclosure required by subparagraph (b) shall abstain from any and all voting of the Board pertaining to the authorization or approval of the Corporation to enter into the agreement or contract. (d) The Corporation shall not enter into any agreement with a director, a family member of a director, or an entity controlled by a director or his family member, for the furnishing of goods, services, or facilities for compensation, unless and until there is full compliance with this Section. ARTICLE V COMMITTEES Section 5.01 Committees. Committees may be formed by either the Board of Directors or the President, but their formation and operation are the primary responsibility of the President. ARTICLE VI OFFICERS Section 6.01 Officers. The officers of the Corporation, who shall serve without compensation, shall be a President, a Secretary, and a Treasurer, and in the discretion of the Board of Directors, one or more Vice-Presidents and other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Corporation. The same person may hold any two or more offices concurrently. Section 6.02 Election, Qualifications, and Term of Office. The Board of Directors shall elect the officers annually as set forth above in Section 4.08. The officers shall be elected from the members of the board of directors. Each officer shall hold office for a term of one year or until his or her successor shall have been duly elected, or until his or her death, resignation, or removal. Section 6.03 Removal. The Board of Directors may remove any officer of assistant officer at any time, with or without cause. Section 6.04 Resignation. Any officer may resign at any time by giving oral or written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or any time therein specified. Unless otherwise specified, the acceptance of a resignation shall not be necessary to make it effective. 6.05 Duties of the President. The President shall be the Chief Executive officer and Chief Operating Officer of the Corporation. Subject to the control of the Board of Directors, the President shall supervise and control all of the business and affairs of the Corporation. The President shall have such powers and perform such duties as generally may pertain to that position or as may, from time to time, be delegated to him or her by the Board of Directors, including, without limitation: (i) hiring, firing, supervising professional staff and other employees of the Corporation; (ii) establishing operating procedures for the Corporation; (iii) developing a budget for the Corporation for approval by the Board of Directors; and (iv) supervising the expenditure and disbursement if funds within the approved budget. The President shall have the authority to sign or countersign certificates, contracts, and other instruments of the Corporation that the Board of Directors has authorized to be executed, except in cases where the signing and execution of such shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. Section 6.06 Duties of the Secretary. The Secretary shall record and keep minutes of the Board of Directors’ meetings, provide all required notices, maintain the corporation records, file all required statements or reports, and, in general, perform all duties incident to the office of the Secretary and such other duties as, from time to time, may be assigned to him or her by the President or the Board of Directors or as may be required by law. Section 6.07 Duties of the Treasurer. The Treasurer shall have the responsibility for the financial records of the Corporation, which shall be kept with the Treasurer and shall at all times remain the property of the Corporation and be open to inspection by any director. The Treasurer shall be responsible for the receipt, custody and disbursement of the Corporation’s fund, under procedures, rules, and orders established by the Board of Directors. The Treasurer shall report on the financial condition of the Corporation at meetings of the Board. The books of the Corporation may be audited annually. Section 6.08 Duties of Other Officers. The other officers of the corporation shall have such authority and perform such duties as may be prescribed by the Board of Directors or by officers authorized by the Board of Directors to appoint them to their respective offices. To the extent that such duties are not stated, such officers shall have the authority and perform the duties that generally pertain to their respective offices, subject to the control of the President or the Board of Directors. Section 6.09 Compensation and Reimbursement for Expenses. Officers shall not be compensated for their services as such. The Board of Directors may authorize reimbursement of actual out-of-pocket expenses reasonably incurred by officers in the performance and discharge of their duties as officers. Section 6.10 Hiring of Staff. Subject to whatever conditions and procedures the Board of Directors may adopt from time to time, the officers may hire such individuals as employees or independent contractors as may be necessary to carry out the Corporation’s activities. Section 6.11 Conflicts of Interest. The officers of the Corporation are subject to the conflicts on interest requirement of Article IV, section 4.15 of these Bylaws. ARTICLE VII CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 7.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to 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 7.02 Loans. No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 7.03 Checks, Drafts, etc. 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. Section 7.04 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. ARTICLE VIII MISCELLANEOUS Section 8.01 Fiscal Year. Unless the Board of Directors provides otherwise, the Corporation shall use the twelve month period, commencing January 1st and ending December 31st as its fiscal year for accounting and income tax purposes. Section 8.02 Limitation on Liability and Indemnification. (a) Definitions. For purposes of this Section, the following definitions shall apply: (1) “Corporation” means this Corporation only and no predecessor entity or other legal entity. (2) “Expenses” includes counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification. (3) “Liability” means the obligation to pay a judgment, settlement, penalty, fine, or other such obligation including, without limitation, any excise tax assessed with respect to an employee benefit plan. (4) “Legal entity” means a corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. (5) “Proceeding” means any threatened, pending or completed action, suit, proceeding, or appeal whether civil, criminal, administrative, or investigative and whether formal or informal. (b) Limit on Liability. In every instance in which the Illinois General Not for Profit Corporation Act, as it now exists or as hereafter amended, permits the limitation or elimination of directors’ or officers’ liability to the Corporation, the directors and officers shall not be liable to the Corporation. (c) Indemnification of Directors and Officers. The Corporation shall indemnify any individual who is, was or is threatened to made a party to a proceeding (including a proceeding by or in the right of the Corporation) because such individual is or was serving the Corporation or any other legal entity in any capacity at the request of the Corporation while a director or officer of the Corporation, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because such individual’s willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Corporation shall be deemed service at the request of the Corporation. The determination that indemnification under this Section 8.02(c) is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director or officer as provided by law; provided, however, that if a majority of the directors of the Corporation has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claims indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured, general obligation of that director or officer and shall be accepted without reference to such director’s or officer’s ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent shall not itself create a presumption that a director or officer acted in such a manner as to make such director or officer ineligible for indemnification. The Corporation is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officer to the same extent provided in this Section 8.02(c). (d) Indemnification of Others. The Corporation may, to a lesser extent or to the same extent that is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to Section 8.02(c), provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees, and agents of its subsidiaries and predecessor entities, and any person servicing any other legal entity in any capacity at the request of the Corporation, and it may contract in advance to do so. The determination that indemnification under this Section 8.02(d) is permissible, the authorization of such indemnification, and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person’s rights under Section 8.02(c) shall be limited by the provisions of this Section 8.02(d). (e) Miscellaneous. The rights of each person entitled to indemnification under this Section 8.02 shall inure to the benefit of such person’s heirs, executors, and administrators. Special legal counsel selected to make determinations under this Section 8.02 may be counsel for the Corporation. Indemnification pursuant to this Section 8.02 shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Corporation, and indemnification under policies of insurance purchased and maintained by the Corporation or others. However, no person shall be entitled to indemnification by the Corporation to the extent he is indemnified by another, including an insurer. The Corporation is authorized to purchase and maintain insurance against any liability it may have under this Section 8.02 or to protect any of the persons named above against any liability arising from their service to the Corporation or any other legal entity at the request of the Corporation regardless of the Corporation’s power to indemnify against such liability. The provisions of this Section 8.02 shall not be deemed to preclude the Corporation from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Section 8.02 or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Section 8.02, and to this end the provisions of this Section 8.02 are severable. (f) Application and Amendments. The provisions of this Section 8.02 shall be applicable from and after its adoption even though some or all of the underlying conduct or events relating to a proceeding may have occurred before its adoption. No amendment, modification, or repeal of this Section 8.02 shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification, or repeal. Section 8.03 Amendments. The Board of Directors may, by two-thirds (2/3) vote at any regular meeting or special meeting, amend or repeal these Bylaws. Section 8.04 Effective Date. The effective date of these bylaws is May 1, 2002 Revised: April 28, 2004 |