BYLAWS OF
MCHENRY COUNTY RETIRED TEACHERS’ ASSOCIATION
REGION II, UNIT
13,
AN ILLINOIS NOT FOR PROFIT CORPORATION
adopted 14 December 2005
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
2.2 Other Offices. The corporation may
have
such other offices, within the
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
(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
that pays
the dues as provided below and that 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 of
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 Initiation Fee and Annual 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.
(a)
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 IRTA member who dies.
(b) The
Treasurer shall also 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
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 board of directors, 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 Executive Board may designate any place, either
within or
without the State of
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) deem 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.
(a)
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 pon
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 office 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 resolution from time to time duly adopted,
establish
one or more common trust funds for the purpose of investing the
corporation'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 of the
board of
directors 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 from time to time 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 is 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.
(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.
(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 elected (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 AND EXECUTIVE BOARD
9.1 The Executive
Board.
(a) 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).
(b)
The Executive Board shall be responsible for the administration of the
affairs
of the Corporation.
(c)
The Executive Board shall meet when scheduled on a date prior to
regular
meeting days of the Corporation.
(d) A
quorum shall consist of one-half of the members of the Board plus one.
(e)
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.
(f)
The Executive Board shall, with the Program Committee Chair, provide a
calendar
of events early in the year.
(g)
The executive board shall approve or disapprove:
(1)
associate memberships,
(2) Presidential appointments for MCRTA
delegates to
appropriate meetings,
(3) duties assigned to the Vice President by
the
President, and
(4) the date of the annual audit.
ARTICLE TEN. CONTRIBUTIONS; BANK ACCOUNTS
10.1 Gifts and
Contributions. The board of directors or the Executive Board
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.
10.2 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.
10.3 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, and countersigned by the president
or a
vice president of the corporation.
ARTICLE ELEVEN. COMMITTEES
11.1
Committees. The
standing committees shall be:
(a)
Legislation
(b)
Membership
(c)
Audit
(d)
Nominations
(e)
Retirement Education
(f)
Health, Information and Protective Services
(g) Community Participation
(h)
Benefits
(i)
Public Relations
(j)
Foundation Service
(k)
History
(l)
Constitution
(m)
Program
(n)
Budget
(o)
Scholarship
(p)
Advocacy Volunteers
(r)
Website Coordinator
(s)
Reservations
11.2 Standing
Committee
duties and procedures.
(a) The policies of
the Board
shall detail duties and procedures of the standing committees.
11.3 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.
11.4 Ad Hoc Committees. Ad Hoc
committees
may be created by the President for the performance of special
responsibilities.
11.5 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.
11.6 Chairperson. One member of each
committee
shall be appointed by the president with approval of the Executive
Board..
11.7 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.
11.8 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.
11.9 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 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 be come 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.
I, Secretary of the corporation, hereby attest
that
the foregoing Bylaws are a true and accurate copy of those Bylaws that
are in
full force and effect on this date.