Bylaws

BYLAWS OF MCHENRY COUNTY RETIRED TEACHERS’ ASSOCIATION - REGION II, UNIT 13,

AN ILLINOIS NOT FOR PROFIT CORPORATION

adopted 28 October 2009; in effect 1 January 2010

ARTICLE ONE. NAME

1.1 Name. The name of the organization shall be the McHenry County Retired Teachers’ Association (“MCRTA”), hereinafter called the Association.

ARTICLE TWO. OFFICES

2.1 Principal Office. The principal office of this corporation in the State of Illinois shall be located at 4 East Terra Cotta Avenue, in the City of Crystal Lake, County of McHenry.

2.2 Other Offices. The corporation may have such other offices, within the County of McHenry, State of Illinois, as the board of directors may from time to time determine.

ARTICLE THREE. PURPOSE AND MISSION

3.1 Purposes.

(a) To afford the opportunity for interchange of ideas related to education or other subjects of interest to all members.

(b) To promote education and the professional, social, and economic status of all members.

(d) To work in cooperation with other organized groups in matters pertaining to the improvement of education and to the interest of all members and other senior citizens.

(e) To improve the public image of retired educators.

ARTICLE FOUR. MEMBERSHIP

4.1. Classes of Membership. Membership of the Association

shall consist of four classifications: active, associate, pre-

retirement and honorary.

(a) Active: Any retired certificated staff member of public or private schools, colleges, or universities, or spouse of a deceased member, shall be eligible as an active member with full membership privileges.

(b) Associate: Any other person interested in education and any spouse of an active member, approved for membership by the McHenry County Retired Teachers’ Association Membership Committee, shall be eligible as an associate member without the right to vote or hold office.

(c) Pre-retirement: Any certified Illinois pubic or private school staff member shall be eligible as a pre-retirement member without the right to vote or hold office.

(d) Honorary: Any person recognized as such by the Membership Committee for outstanding contribution to education.

(e) Active, Associate and Pre-retirement members must be current in payment of dues in order to maintain their membership status.

(f) All matters relating to qualifications for membership, status of members, maintenance of membership lists, and other aspects of membership shall be determined by majority vote of the Membership Committee.

4.2 Qualifications. Any individual who pays the dues as provided below and who agrees to be bound by the articles of incorporation of this corporation, by these bylaws, and by such rules and regulations as the directors (see Article VII) may from time to time adopt, is eligible for membership in this corporation.

4.3 Admission to Membership. The directors shall from time to time prescribe the form and manner in which application may be made for membership.

4.4 Property Rights. No member shall have any right, title, or interest in any of the property or assets, including any earnings or investment income of this corporation, nor shall any such property or assets be distributed to any member on its dissolution or winding up.

4.5 Liability of Members. No member of this corporation shall be personally liable for any of its debts, liabilities, or obligations, nor shall any member be subject to any assessment.

4.6 Transfer, Termination, and Reinstatement. Membership shall terminate on the resignation or death of a member, or on a member's failure to pay the dues required in these bylaws (see Article section 5.3). A member whose membership has been terminated may apply for reinstatement in the same manner as application is made for initial membership.

ARTICLE FIVE. MEMBERSHIP FEES AND DUES

5.1 Dues. The Executive Board shall recommend the amount of annual dues and life membership fee. Any change shall be effective the following January first. The directors shall publish, in any manner deemed acceptable to them, at least 30 days prior to the time dues are owing and payable, the amount of annual dues.

5.2 Fiscal Year; Payment of Fees and Dues. Dues shall be payable in advance of the 1st day of January in each fiscal year.

5.3 Default and Termination of Membership. When any member shall be in default in the payment of fees or dues for a period of three months from the beginning of the fiscal year or period in which such dues become payable, that person's membership may be terminated by the Membership committee.

5.4 Budget. The budget shall be prepared by the Budget Chair of the Finance Committee before January first of each year.

5.5 Memoriam.

(a) The Treasurer shall send ten dollars to the Illinois Retired Teachers’ Association (“IRTA”) Foundation (for the use of needy retired members), in memory of each dues-paying IRTA member who dies.

(b) The Treasurer shall transfer to the MCRTA Scholarship Fund ten dollars in memory of each dues-paying MCRTA member who dies.

5.6 Purpose of Dues. All dues collected and other income of the corporation must be used for the purpose of the organization and shall not be to the benefit of any individual member.

ARTICLE SIX. MEETINGS OF MEMBERS

6.1 Annual Meeting. An annual meeting of members shall be held on or by the 4th Wednesday of October in each year, and at such place as the board of directors may designate by resolution. Appropriate for consideration at such meetings shall be the election of officers/directors, and such other corporate business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Illinois, such meeting shall be held on the next succeeding Wednesday. If the election of directors shall not be held on the day designated for an annual meeting, or at any adjournment of such a meeting, the board of directors shall cause the election to be held at a special meeting of members conducted as soon as may be convenient.

6.2 Regular Meetings. At least five regular meetings, in addition to the annual meeting, shall be held each year at the time, place and manner of choosing of the Program Committee in consultation with the Executive Board.

6.3 Special Meetings. Special meetings of members may be called by the president, the Executive Board, or not less than one-twentieth of such members as may be qualified to vote.

6.4 Place of Meeting. The Program Committee in consultation with the board of directors may designate any place as the place of meeting for any annual, regular or special meeting of members.

6.5 Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be published in such time, place and manner as the Program Committee in consultation with the Executive Board (or the President, in the case of a special meeting) deems reasonable. In the case of special meetings, or when required by these bylaws or by law, the purpose or purposes for which the meeting is called shall be stated in the notice. If sent by mail, a notice of meeting shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the member at the member's address as it appears on the records of the corporation at the time of mailing. If sent by e-mail or fax, notice shall be deemed delivered when transmitted.

6.6. Quorum. Members holding ten per cent (10%) of the total 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 those present may adjourn the meeting without further notice.

6.7 Voting Rights. Each member shall be entitled to one vote.

6.8 Announcements at meetings. Members or outside groups wishing to make announcements at general meetings must submit their requests to the Executive Board for its approval prior to the meeting.

6.9 Satellite meetings.

(a) When it shall be deemed appropriate, Satellites of the McHenry County Retired Teachers’ Association may be formed by the active members who live and/or who taught in geographical areas designated by the Executive Board of MCRTA.

(b) Such Satellite groups shall be bound by all of the limitations incumbent upon MCRTA and may not operate contrary to the interest of the MCRTA or IRTA. The president or leader of each Satellite shall be a member of the MCRTA Executive Board.

c) Satellites may elect such officers as they deem useful and may maintain such standing committees as their interests require. Such committees shall be in general conformity with those of the parent MCRTA.

(d) Elections, terms and limits of office, and succession in event of vacancies shall conform to those incumbent upon the parent MCRTA.

(e) The duties of officers and committees shall conform to those of the parent MCRTA.

(f) A Satellite may hold meetings in accordance with its bylaws, but not on the dates general MCRTA meetings are scheduled.

ARTICLE SEVEN. DIRECTORS

7.1 Number. The minimum number of directors of this corporation shall be four.

7.2 Qualifications of Directors. Directors must be active members of the corporation, in good standing and current with dues. They must also concurrently be one of the four officers of the corporation.

7.3 Election and Term of Office. The election of a person to one of the four offices of the corporation (President, Vice-President, Secretary and Treasurer) automatically qualifies and elects such person to the board of directors. The person elected as President is automatically the chairman of the board of directors. The term of office of each director shall be two years, until his/her successor is elected and accepted into office.

7.4 Powers.

(a) Except as otherwise provided in the articles of incorporation, or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the board of directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the board may from time to time, by resolution, designate.

(b) Management of income property. As described in Article Eight, the board of directors may determine, by resolution from time to time duly adopted, to delegate in whole or in part, the management, investment, and disposition of the property of the corporation for the purpose of earning an income from that property, as distinguished from the matter of applying property and funds to charitable purposes, to a finance committee consisting of at least one member of the board (who shall be elected by majority vote thereof), or to one or more trust companies or banks duly authorized to conduct a trust or banking business under the laws of Illinois.

(c) Common trust funds. The board of directors may, by resolu-tion from time to time duly adopted, establish one or more common trust funds for the purpose of investing the corpora-tion's funds and those of any religious, beneficial, charitable, or educational institution affiliated with the corporation, whether the corporation holds such funds or property as a fiduciary or otherwise, subject to such terms and conditions as are set forth in the articles of incorporation of this corporation and by law.

7.5 Replacement of Directors.

(a) Whenever a vacancy exists on the board of directors, whether by death, resignation, or otherwise, the vacancy shall be filled by appointment of a new director by the president of the corporation, and if that power is not exercised within sixty (60) days after the president receives notice of the vacancy, by appointment by a majority of the remaining directors at a regular or special meeting of the board. Any person appointed or elected to fill the vacancy of a director shall have the same qualifications as were required of the director whose office was vacated.

(b) Any director may be removed, with or without cause, by the vote of two-thirds of the directors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled as stated above.

(c) Any person appointed or elected to fill a vacancy in the board of directors shall hold office for the unexpired term of his or her predecessor in office, subject to the power of removal stated above.

7.6 Compensation. No director shall receive any compensation from the corporation.

7.7 Meetings.

(a) Meetings shall be held at such place or places as the directors may from time to time by resolution designate; or, in the absence of such designation, at the principal office of the corporation.

(b) Regular meetings shall be held at least yearly, on or before the same date as the annual meeting, and at such other time, place and manner as the President may choose.

(c) The president may, as he/she deems necessary, and the secretary shall, if so requested in writing by three-fourths of the directors, call a special meeting of the board. In such event, three days written notice to each director shall be deemed sufficient.

(d) A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the directors. However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting without further notice.

(e) Except as may otherwise be provided in these bylaws, or in the articles of incorporation of this corporation, or by law, the act of a majority of directors present at any meeting at which a quorum is present shall be deemed the act of the board.

(f) All meetings of the directors shall be governed by Robert's Rules of Order, including such revisions of those rules as may from time to time be published, and except as those rules are inconsistent with these bylaws, with the articles of incorporation of this corporation, with applicable law or with the Illinois Retired Teachers’ Association (IRTA) Constitution.

7.8 Action Without Meeting. No meeting need be held by the board to take any action required or permitted to be taken by law, provided all directors shall individually or collectively consent in writing to such action, and such written consent or consents are filed with the minutes of the proceedings of the board. Action by written consent shall have the same force and effect as action by unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the directors without a meeting, and that the bylaws authorize the directors to so act. Such a statement shall be prima facie evidence of such authority.

7.9 Liability of Directors. The directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations.

ARTICLE EIGHT. NOMINATION, ELECTION AND

INSTALLATION OF OFFICERS

8.1. Designation of Officers.

(a) The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer.

(b) Officers must be active members of the Corporation.

(1) The President shall appoint all committee chairs and all other official representatives with the approval of the Executive Board. The President shall also appoint, with the approval of the Executive Board, MCRTA delegates to appropriate meetings. Ad Hoc committees may be created by the President for the performance of special responsibilities. The President shall be a member ex-officio of all committees except the Nominating Committee.

(2) Should a vacancy occur in any office, other than the President, the President with approval of the Executive Board shall appoint a replacement for the remainder of the term.

(3) The President shall be responsible for the proper conduct of the Corporation between meetings of the Board.

(4) The President shall appoint a Parliamentarian.

(5) The President with the Executive Board and the Program Committee shall provide a calendar of events early in the year.

(d) The Vice President:

(1) The Vice President shall assume office in the interim if and when the office of the President becomes vacant and shall preside at meetings in the absence of the president.

(2) The Vice President shall assist the President and perform such duties as shall be assigned by the President with the approval of the Executive Board.

(e) The Secretary:

(1) The Secretary shall keep minutes of all meetings of the Corporation and the Executive Board.

(2) The Secretary will handle appropriate Corporation correspondence.

(3) The Secretary shall assist the Corporation Historian in updating the unit’s history periodically.

(f) The Treasurer:

(1) The Treasurer shall receive all monies of the Corporation, shall keep an accurate record of all receipts and expenditures, and shall pay out funds only as authorized by the President or the Board.

(2) The Treasurer shall allot funds, with the approval of the Executive Board, to cover delegate expenses.

(3) The Treasurer shall present a statement of accounts at each meeting of the Corporation.

(4) The accounts of the Treasurer shall be audited annually by the Audit Committee after December thirty-first or at such other time of the year as shall be approved by the Executive Board.

8.2 Nominations.

(a) The President and the Chair of the Nominating Committee shall appoint, with the approval of the Executive Board, four additional members to serve on the Nominating Committee.

(b) The Nominating Committee shall submit the name of the nominee for each elective office and shall present its report to the Executive Board and to the general membership at the September meetings in each odd-numbered year.

(d) Persons nominated must have given consent to serve.

8.3 Elections. Election and installation of officers:

(a) The officers for contested offices shall be elected at the annual meeting of members by secret ballot in October of odd-numbered years. Officers for uncontested offices shall be elected by acclamation in October of odd-numbered years.

(b) Officers so elected shall be installed the following December and shall assume office the following January first for a term of two years.

8.4 Removal. Any officer either (a) elected or (b) appointed by the board of directors, may be removed by the board of directors whenever in its judgment the interests of the corporation would be best served. Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

8.5 Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.

ARTICLE NINE. EXECUTIVE BOARD

9.1 The Executive Board shall consist of the officers, all past presidents, the chairs of all committees, MCRTA members serving on IRTA committees, and the president or leader of any Satellite group(s).

9.2 The Executive Board shall be responsible for the administration of the affairs of the Corporation.

9.3 The Executive Board shall meet when scheduled on a date prior to regular meeting days of the Corporation.

9.4 A quorum shall consist of one-half of the members of the Board plus one.

9.5 The President or four members of the Board may call a special meeting of the Board by telephone or by sending a written notice to each of the members of the Board not less than seven days prior to the meeting.

9.6 The Executive Board shall, with the Program Committee Chair, provide a calendar of events early in the year.

9.7 The executive board shall approve or disapprove:

(a) associate memberships,

(b) Presidential appointments for MCRTA delegates to

appropriate meetings,

President, and

(d) the date of the annual audit.

ARTICLE TEN. COMMITTEES

10.1 Committees. The standing committees shall be:

(a) Legislation (k) History

(b) Membership (l) Constitution

(d) Nominations (n) Budget

(e) Retirement Education (o) Scholarship

(f) Health, Information and Protective Services

(g) Community Participation

(h) Benefits (p) Advocacy Volunteers

(i) Public Relations (q) Website Coordinator

(j) Foundation Services (r) Reservations

10.2 Standing Committee duties and procedures. The policies of the Board shall detail duties and procedures of the standing committees.

10.3 Appointment of committee personnel:

(a) The chair of each committee shall be appointed by the President subject to the approval of the Executive Board.

(b) Committee chairs shall select additional committee members as needed to assist in implementing the function(s) of the committee.

10.4 Ad Hoc Committees. Ad Hoc committees may be created by the President for the performance of special responsibilities.

10.5 Terms of Office. Each member of a committee shall continue as such until the next annual meeting of members of the corporation and until his or her successor is appointed, unless such committee shall be sooner abolished, or unless such member be removed or cease to qualify as a member of the committee.

10.6 Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so appointed shall be appointed for the unexpired term of his predecessor.

10.7 Quorum. Unless otherwise provided in a committee's establishing resolution, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act of the committee.

10.8 Rules. Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however that such rules and regulations shall be consistent with these bylaws.

ARTICLE ELEVEN. CONTRIBUTIONS; BANK ACCOUNTS

11.1 Gifts and Contributions. The board of directors or the Executive Board may:

(a) Accept on behalf of the corporation any contribution, gift, bequest, or devise of any type of property ("donations"), for the general and special charitable purposes of the corporation, on such terms as the board or committee shall approve.

(b) Hold such funds or property in the name of the corporation or of such nominee or nominees as the board or committee may appoint.

(d) Devote the principal or income from such donations to such benevolent and charitable purposes as the board or committee may determine.

(e) Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate and after approval of such agreement by the board or committee devote the principal or income from that donation according to the agreement.

11.2 Deposits. All funds of the corporation 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.

11.3 Checks, Drafts, Orders for Payment. 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 and in such manner as the board of directors shall from time to time by resolution determine. In the absence of such determination, such instruments shall be signed by the treasurer or an assistant treasurer.

ARTICLE TWELVE. MISCELLANEOUS

12.1 Books and Records. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members and board of directors, and shall keep at the registered or principal office a membership book giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any director, or member, or the agent or attorney of either, or any proper person, at any reasonable time.

12.2 Fiscal Year. 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.

12.3 Waiver of Notice. Whenever any notice is required to be given under the provisions of the General Not for Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or the bylaws of this 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 THIRTEEN. AMENDMENTS

13.1 Power of Members to Amend Bylaws. The bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted by the vote or written assent of a majority of the members entitled to vote at a meeting duly called for the purpose according to the bylaws.

13.2 Notice to Board. All proposed amendments must be submitted in writing to the board at least 30 days prior to vote.

13.3 Effective Date. All amendments approved shall become effective the following January first.

ARTICLE FOURTEEN DISSOLUTION

14.1 Dissolution: Upon dissolution of the corporation, its property and assets shall be distributed as follows:

(a) All liabilities and obligations of the organization shall be paid, satisfied and discharged, or adequate provisions shall be made.

(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements.