By-Laws

BYLAWS 

OF

The Elmhurst Running Club, Inc.

ARTICLE I

PURPOSES

     The purposes of the corporation as stated in its Articles of Incorporation are charitable, educational and athletic; to engage in any activities which enhance and promote the amateur sport of running in Elmhurst, Illinois and the surrounding communities through training, meetings, clinics, races, and  other racing endeavors.

ARTICLE II

REGISTERED OFFICE AND AGENT

     The corporation shall continuously maintain in this state a registered office and a registered agent, and may have other offices within or outside of the State of Illinois as the Board of Directors may from time to time determine.

ARTICLE III

MEMBERS

 SECTION 1.  MEMBERS.  The corporation (hereinafter sometimes referred to as “ERC”) shall have members. The members shall elect a president, to serve the membership for a two year term, to preside at all meetings, and shall also elect other officers if the members deem it necessary and desirable. The members shall have regular meetings, at a time and place to be set in advance by the president of the members. The members shall also form a nominating committee, to conduct nominations for and to supervise the election of directors. The membership may vote on any matter before it, if the necessary quorum of one-tenth of the total members is present, by a majority vote of those members in attendance at any regularly scheduled meeting.

SECTION 2. ANNUAL MEETING. An Annual meeting of the Membership shall be held on the (1st) Saturday in the month of February. The president of the Board of Directors will report on the state of the Corporation at the meeting.

SECTION 3.  NOMINATION OF DIRECTORS.  Nominations for the election of directors shall be made only by members. No employee of ERC, or a member of his or her immediate family, shall be nominated to stand for election for, or be elected as, a Director.

SECTION 4ELECTION OF DIRECTORS. Elections will be conducted by the nominating committee of the membership, at the annual  meeting. No person nominated, or related to anyone who is nominated, may serve on the nominating committee for that particular election.  Ballots must provide space for write in candidates, and provision will be made to insure privacy in voting. Members may vote by proxy, and elections of Directors can be conducted by mail, if so authorized by the membership. All ballots, including absentee ballots, will be opened and polled, in the view of those present at this meeting, by the nominating committee.  Those nominees receiving the largest number of votes shall be elected.

If two (2) or more persons have an equal amount of votes for the last Director position(s), a run off election will be voted on by members of the membership then present.

ARTICLE IV

BOARD OF DIRECTORS

 SECTION 1.  GENERAL POWERS.  The affairs of the corporation shall be managed by or under the direction of the Board of Directors.

SECTION 2.  NUMBER, QUALIFICATIONS, AND TERM OF DIRECTORS.     The current number of Directors is three.  The number of Directors may be increased by approval of the Board of Directors, but in no event shall the number exceed fifteen (15) Directors.

The qualifications for the directors shall be that all must be at least EIGHTEEN (18) years of age.

The term of a director elected to fill a vacancy shall expire at the next annual meeting of the members entitled to vote at which his or her predecessor’s term would have expired.

The term of a director elected as a result of an increase in the number of directors shall expire at the next annual meeting of the members entitled to vote.

Nominations and elections for Directors shall be made as set forth in Article III.

SECTION 3.  VACANCY ELECTION OF DIRECTORS.  Any vacancy on the Board of Directors shall be filled by an affirmative vote of a majority of the remaining directors, with not less than a quorum of then constituted Board of Directors.

SECTION 4.  REGULAR MEETINGS.  Regular meetings of the Board of Directors shall be held on the date chosen upon resolution of the Board of Directors.  The resolution shall state the date, hour and place, either within or outside the State of Illinois.

SECTION 5.  NOTICE.  Any meeting of the Board of Directors shall be held upon such notice as the Board of Directors may prescribe.

Attendance of a director at any meeting constitutes a waiver of notice unless the director attends the meeting for the express purpose of objecting to the meeting because it was not lawfully convened.

Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of the notice, except that no special meeting of directors may remove a director unless written notice of the proposed removal is delivered to all directors at least twenty (20) days prior to the meeting.

SECTION 6. QUORUM.  Two (2) directors in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 7.  MANNER OF ACTING.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

No director may act by proxy on a matter.

A director who is present at a meeting of the Board of Directors at which action on any matter is taken is conclusively presumed to have assented to the action unless his or her dissent or abstention is entered into the minutes of the meeting or unless he or she files a written dissent or abstention before the adjournment of the meeting or immediately thereafter.

SECTION 8.  ACTION WITHOUT A MEETING.  Any action required to be taken at a meeting or any action which may be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors.

SECTION 9.  TELEPHONE CONFERENCE MEETINGS.  Directors may participate in an action at any meeting through the use of conference telephones or other communications equipment by means of which all persons participating in the meeting are able to communicate with each other.   Participation in such a meeting shall constitute attendance and presence in person.

SECTION 10.  VACANCIES.  Any vacancy may be filled by the Board of Directors.  A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.

 

SECTION 11.  REMOVAL.  Directors may only be removed with cause.  A director may be removed by the affirmative vote of a majority of directors then in office present and voting at a meeting of the Board of Directors at which a quorum is present.

SECTION 12.  COMPENSATION.  Officers and directors shall serve without compensation other than reimbursement for actual expenses.

ARTICLE V

OFFICERS

SECTION 1.  OFFICERS.  The officers of the corporation shall be president, a treasurer, a secretary and such other officers as may be elected in accordance with the provisions of this article.  The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.

SECTION 2.  ELECTION AND TERMS OF OFFICE.  The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his or her successor shall have been duly elected and qualified.

SECTION 3. REMOVAL.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5.  PRESIDENT.  The president shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation under the direction of the Board of Directors.  The president shall preside at all meetings of the Board of Directors.  The president may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contacts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, by these bylaws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.  VICE PRESIDENT.  Intentionally Deleted.

SECTION 7.  TREASURER.  If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such sureties as the Board of Directors shall determine.  The treasurer shall have charge and custody of all funds and securities of the corporation; keep full and accurate accounts of the corporation’s receipts and disbursements; receive and give receipts for monies due and payable to the corporation from any source whatsoever; and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IX of these bylaws; and in general , perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or the Board of Directors.

SECTION 8.  SECRETARY.  The secretary shall keep or arrange for the keeping of the minutes of meetings of the Board of Directors and committees having any of the authority of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.  The secretary shall have the authority to certify the bylaws, resolutions of the Board of Directors and committees, and other documents of the corporation as true and correct copies thereof.

SECTION 9.  ASSISTANT TREASURER AND ASSISTANT SECRETARIES.  If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or the Board of Directors.

ARTICLE VI

COMMITTEES

SECTION 1.  COMMITTEES OF DIRECTORS.  The Board of Directors, by resolution adopted by a majority of the directors in office, may create one or more committees, and appoint directors or nondirectors to serve on those committees.  Each committee shall have one or more directors, a majority of its membership shall be directors, and all committee members shall serve at the pleasure of the board.  To the extent specified by the Board of Directors, the articles of incorporation, or these bylaws, each committee may exercise the authority of the Board of Directors, subject to the following limitations.  A committee may not:

(a)  Adopt a plan for distribution of the assets of the corporation, or for its dissolution;

(b)  Approve or recommend to members any act required to be approved by members by the Illinois General Not For Profit Corporation Act of 1986, as amended from time to time, or any successor statute;

(c)  Fill vacancies on the board or on any of its committees;

(d)  Elect, appoint or remove any officer or director or member of any committee, or fix the compensation of any member of a committee;

(e)  Adopt, amend or repeal the bylaws or the articles of incorporation;

(f)  Adopt a plan of merger or consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; or

(g)  Amend, alter, repeal or take any action inconsistent with any resolution or action of the Board of Directors when such resolution or action provides by its term that it shall not be amended, altered or repealed by action of a committee.

SECTION 2. STANDING COMMITTEES.  The standing committees of the Board may be created, and the purpose and charge of each committee formed by action of the Board at any regularly scheduled meeting. Standing committees shall each have a chair as appointed by the President annually.

SECTION 3.  ADVISORY COMMITTEES.  The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more advisory committees and appoint directors or non-directors as members thereto.  No advisory committee may act on behalf of the corporation or bind it in any way but may make recommendations to the Board of Directors or to the officers.  All advisory committee members shall serve at the pleasure of the board.

SECTION 4.  QUORUM.  Unless otherwise specified by the Board of Directors, a majority of the members of any committee shall constitute a quorum and a majority of committee members present and voting at a meeting at which a quorum is present shall be necessary for committee action.  A committee may act by unanimous consent in writing without a meeting.

SECTION 5.  MEETINGS.  A committee may determine the time and place of its meetings and the notice required for its meetings by a majority vote of its members.

SECTION 6.  TERM OF OFFICE.  Each member of a committee shall continue as such until the next annual meeting of the members and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless the member removed from the committee, or unless he or she shall cease to qualify as a member thereof.

SECTION 7.  VACANCIES.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.

SECTION 8.  CHAIRPERSON.  The president of the Board of Directors shall appoint one member of each committee as its chairperson.

SECTION 9.  RULES.  Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

ARTICLE VII

 CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 SECTION 1.  CONTRACTS.  The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.  Such authority may be general or confined to specific instances.

SECTION 2.  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 cooperation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such resolution, such instruments shall be signed by the treasurer and countersigned by the president or a vice president of the corporation.

SECTION 3.  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.

SECTION 4.  GIFTS.  The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

ARTICLE VIII

BOOKS AND RECORDS

 The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors; and shall keep at its registered office or principal office a record giving the names and addresses of its members entitled to vote.  All books and records of the corporation may be inspected by any member entitled to vote, or that member’s agent or attorney, for any proper purpose at any reasonable time.

ARTICLE IX

FISCAL YEAR

  The fiscal year of the corporation shall begin on March 1st and end on the last day of February of each year.

ARTICLE X

AMENDMENTS TO BYLAWS

  These bylaws may be altered, amended or repealed and new bylaws adopted by the Board of Directors, upon the like approval of the members in the manner set forth at Article III, Section One.

  ARTICLE XI

 INDEMNIFICATION

Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he/she is or was a director, officer, trustee, member employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if be acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe his/hers conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his/her conduct was unlawful.

Section 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by the procurement of insurance or otherwise.