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.
(c) To furnish a practical basis for united action
among those devoted
to education and the well-being of 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.
(c) The President
(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.
(c) Nominations for all offices may be made from
the floor at the September meeting.
(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,
(c)
duties assigned to
the Vice President by the
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
(c) Audit
(m) Program
(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.
(c) Collect and receive the income from such funds
or property.
(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.
(c) Remaining assets shall be distributed among
such charities as may
be designated by the board of directors.