BY-LAWS OF NORTHERN ILLINOIS DRAG BOAT ASSOCIATION, INC.
A MEMBERSHIP CLUB
SECTION 1: The name of the corporation will be Northern Illinois Drag Boat Association, Inc.
SECTION 2: Purpose: To promote, organize and compete in drag boat racing.
- The Corporation will operate as an organization within the meaning of Section 501( c) (3) of the Internal revenue Code (the “Code)
- The Corporation will neither have nor exercise any power, nor will it engage directly or indirectly in any activity that would invalidate its status as a tax-exempt organization within the meaning of Section 501(c) (3) of the Code.
- Notwithstanding any other provision of these By-Laws, no officer, member, or agent of the corporation is permitted to take any action or carry out any activity by or on behalf of the Corporation which is not permitted to be taken on or carried by an organization exempt under Section 501(c) (3) of the Code.
- No part of the net earnings of the Corporation may inure or to the benefit of, or be distributable to, any officer, member, or agent of the Corporation.
- If the Corporation dissolves, the balances of the money and property of the Corporation, after payment of all of the debts and obligations of the Corporation, must be used, distributed, or transferred exclusively to an organization or organizations with a substantially similar purpose or purposes to those for which the Corporation is organized. The Board of Officers will choose the specific organization or organizations to whom such a distribution is made. No officer, member or agent of the Corporation, nor any private individual, will be entitled to any distribution or division of the remaining property or proceeds of the Corporation.
ARTICLE II: OFFICERS: Designation; Election; Term; Multiple Officers.
SECTION 1. – NUMBER. The officers of the corporation shall be a president one or more vice-presidents, a secretary, and such other officers as may be elected or by the membership. Any two or more offices may be held by the same person.
SECTION 2. – ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the membership at an annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled or new officers elected at any meeting of the membership. Each officer shall hold office until a successor shall have been duly elected and shall have qualified or until his or her earlier death or resignation or until his or her removal in the manner hereinafter provided.
SECTION 3. – PRESIDENT. The president shall be the chief executive officer of the corporation. Subject to the direction and control of all offices and the membership, the president shall be in control of the general and active management and supervision over the administration and operation of the business of the corporation and supervision of its policies and affairs and its several officers, members and agents. He or she shall see that the resolutions and directions of the membership are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the officers; and, in general, he or she shall discharge all duties incident to the office of president and such other duties as may be prescribed by the other officers and or membership from time to time. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by these By-laws, the president may execute, any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed.
SECTION 4. – THE VICE-PRESIDENTS. In the event one or more vice-presidents are elected, each of the vice-presidents shall assist the president in the discharge of his or her duties as the president may direct and shall perform such other duties as from time to time may be assigned to him or her by the president. In the absence of the president or in the event of his or her inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated, or by the president , or in the absence of any designation, then in the order of seniority of tenure as vice-president) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president and shall not act contrary to the policies set. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation.
SECTION 5. – THE TREASURER. The treasurer shall be the principal accounting and financial officer of the corporation. The treasurer shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore and for the receipt and disbursement thereof; and (c) 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. If required by the President, the treasurer shall give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the board of directors may determine. The cost of such bond shall be borne by the corporation.
SECTION 8. – THE SECRETARY. The secretary shall: (a) record the minutes of the meetings of the shareholders, if invited, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or vice-president, or any other officer authorized any contracts, deeds, mortgages, bonds, or other instruments which the President has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these By-laws; (f) have authority to certify the By-laws, resolutions of the shareholders. thereof, and other documents of the corporation as true and correct copies thereof; and (g) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president.
SECTION 9. – RESIGNATION
- Any Officer may resign at any time by giving written notice to the President or the Secretary of the Board.
- Any Officer’s resignation shall take effect when the notice is delivered unless said notice sets forth a different date at which it shall be effective then. No written acceptance of resignation is required.
SECTION 10. – REMOVAL
Any officer of the Corporation may be removed by the President with or without cause. However, an Officer’s removal will be without prejudice to any contract rights of said Officer.
SECTION 11 – VACANCIES
The President or membership vote will fill any vacancies in office because of death, resignation, removal or disqualification, or any other cause at its annual meeting, a regular meeting of the Officers or at a special meeting called to fill said vacancy.
ARTICLE III: COMMITTEES
SECTION 1: A majority of the Officers and or President may create one or more committees and appoint members of the board of directors to serve on the committee or committees. Each committee shall have two or more members, who serve at the pleasure of the club. Unless the appointment by the Presdent requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and the committee by majority vote of its members shall determine the time and place of meetings and the notice required thereof.
SECTION 2: Any actions of the committees shall be reported to the Officers at the next meeting of the officers succeeding such action, and shall be subject to rejection, revision or alteration by the officers.
SECTION 3: The committee may not adopt a plan for distribution of the assets of the Corporation, fill vacancies of the officers or any committee designated by the board, elect or remove any Officer or fix any compensation of any member of a committee, adopt a plan of merger or adopt a plan of consolidation with another corporation, authorize the sale, lease, exchange or mortgage of all or substantially all of the assets of the Corporation or take any actions inconsistent with any resolution or action of the officers which specifies that it cannot be done so by the terms or conditions of said resolution or action authorized by the officers in said resolution or action.
- A majority of the committee will constitute a quorum for any committee action at any meeting of the committee.
- The act of the majority of the members present and voting at a meeting at which a quorum is present will constitute the act of the committee.
- The participation of a committee member by conference call shall be valid upon the same terms and conditions set forth above for the officers.
- The time and place of a committee meeting will be set by the majority of the committee members subject to the approval of the officers.
- Informal actions of the committee shall be under the same terms and condition as set forth above for officers.
- Each committee will have an appointed chair.
- each member of a committee will remain with that committee until the next annual meeting of the officers and until a successor is appointed, unless the committee is terminated or the member is removed by the Board.
- Vacancies of any committee shall be provided in the same manner as set forth in Article V above.
ARTICLE IV: INDEMNIFICATION OF OFFICERS, MEMBERSHIP AND AGENTS; INSURANCE
- 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 such person is or was a officer, member or agent of the corporation, or who is or was serving at the request of the corporation as an officer, member 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 such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or 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 or her 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 or she reasonably believed to be in or not opposed to the best interest of the corporation, or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
- 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 reason of the fact that such person is or was an officer, member or agent of the corporation, or is or was serving at the request of the corporation as an officer, member or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
- To the extent that an officer, member or agent of the corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in paragraphs (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by.
- Any indemnification under Section 1, paragraphs (a) and (b) of this Article XII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the officer, member or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 of this Article XII.
- Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the officer, member or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as hereinabove provide.
- The indemnification provided under this Article (a) shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other By-law, agreement, or disinterested officers or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office; and (b) shall continue as to a person who has ceased to be an officer, member or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
- The corporation may purchase and maintain insurance on behalf of any person who is or was an officer, member or agent of the corporation, or who 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 any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation has the power to indemnify such person against such liability under the provisions of this Article XII and whether or not such person is entitled to indemnification under this Article XII.
ARTICLE V: BOOKS AND RECORDS
The Corporation must maintain the following books and records at its registered office or principal place of business:
- Accurate and complete books and records of account;
- The original By-Laws including any amendments and alterations of other corporate documents;
- The minutes of the proceedings of wither the officers or any committee;
- All documents relating to the Corporations’ tax status;
- Recent annual reports;
- Copies of any publications of the Corporation;
- Financial statements;
- Any Officers ay examine and make any copies of the books and records of the Corporation at a time and place at mutually agreed upon.
ARTICLE VI: MISCELLANEOUS
- The principal office of the Corporation shall be in Carpentersville, Illinois.
- The Corporation shall maintain a registered agent in the State of Illinois.
- All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in any banks or other financial institutions approved by the Corporation.
- All checks and drafts or other forms of payment by the Corporation must be signed by the individual given said authority by the officers.
- The fiscal year of the Corporation will end in December of each year.
- Any notices needed may be delivered by regular mail, facsimile, certified mail or e-mail.
- Every contract entered into by the Corporation must be authorized by the officers.
- All checks and other drafts in the name of the Corporation must be executed and attested to by such Officer or Agent approved by resolution of the officers.
- No Officer of the Corporation will receive, directly or otherwise, any income or profit from the Corporation except for reimbursements from the corporate funds for reasonable expenses of the Corporation which were properly incurred in their performance of their duties to the Corporation upon proper submission.
ARTICLE VII: AMENDMENTS
The power to make, alter, amend, or repeal the By-laws of this corporation shall be reserved to the President of the corporation, who may do so by a majority vote of all the Officers in office.
GENDER AND NUMBER
The use of the masculine, feminine or neuter gender and the use of the singular and plural shall not be given the effect of any exclusion or limitation herein; and the use of the word “person” or “party” shall mean and include any individual, trust, corporation, partnership or other entity.