By-Laws
BY-LAWS
of The Palette & Chisel Academy of Fine Arts
ARTICLE I
NAME. OBJECT. PURPOSE. DEFINITIONS.
Section I. Name. The name of this Illinois not-for-profit corporation shall be THE PALETTE AND CHISEL ACADEMY OF FINE ARTS. The corporation shall continuously maintain a registered office in the State of Illinois and a registered agent.
Section 2. Objects. The objects for which it is formed is to found, build, maintain and operate studios, lecture halls and galleries in connection therewith; to carry on appropriate activities conducive to the artistic development of the community; to form, preserve, and exhibit collections of objects of art of all kinds; to cultivate and extend the art of drawing, painting, modeling, sculpture and design by all appropriate means; to provide lectures, instruction, seminars and entertainment to the public and to artists in furtherance of said objectives.
Section 3. Purposes. The corporation is organized exclusively for charitable, educational, and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 4. Definitions. The words and phrases used in these by-laws shall have the following meanings: “Academy” shall mean the Palette and Chisel Academy of Fine Arts; “Voting Member” shall mean any Artist Member in good standing, Non-Resident Artist Member in good standing, Honorary Artist Member, and Patron Member in service on the Board of Directors.
ARTICLE II
MEMBERS
Section I. Categories. There shall be six categories of members: Associate Artist Member, Artist Member, Non-Resident Associate Artist Member, Non-Resident Artist Member, Patron Member and Honorary Member.
Associate Artist Member. Any person of good character, 18 years of age or older, who is professionally or otherwise actively engaged in creative work in the fine, graphic, or plastic arts, and who is able to meet the criteria for entry.
Artist Member. Any Associate Artist Member who has been in good standing for at least 12 months, may, based on the approval of the Board of Directors, be invited to apply for Artist Membership.
Non-Resident Artist Member. Any person eligible for Artist Membership who does not live within 100 miles of the Academy building is eligible for Non-Resident Artist Membership. An additional fee will be required for Non-Resident Artist Members who wish to take advantage of the workshops when in town.
Patron Member. Any person who has an active and devoted interest in the Academy may request and receive Patron Membership by paying annual dues. Patron Members do not have voting rights or access to the Academy building except during hours which are open to the public. Patron Members will receive special benefits which the Board may deem appropriate. Patron Members will be subject to the by-laws of the Academy.
Honorary Member. The Board of Directors may elect, as Honorary Members of the Academy, persons who have rendered distinguished service in the cause of art, or who have performed some outstanding service for the good and benefit of the Academy or the public in the field of fine art, such election to be ratified by a majority vote of the membership at a quarterly meeting. Any Honorary Member who has been selected from an existing membership category shall retain all the rights and privileges of that category. The election of an Honorary Member shall include election to a separate specific class of membership which may or may not include exhibition privileges or voting rights, and shall specify term of membership (one year or lifetime membership). Honorary members shall be exempt from the payment of dues.
Student Members. Any non-member currently enrolled and paying for a class at the Palette & Chisel can be recommended by their instructor and one other member for a one-year associate membership at half price, without membership exhibition privileges.
Section 2. Scholarship. The Board of Directors may elect, for a period of one year, persons in financial need as scholarship recipients in the category of Associate Artist Member or Artist Member. Scholarship recipients shall be entitled to enjoy the use and privileges of the Academy Building, subject to such rules and regulations as may be established by the Board of Directors. No more than three persons shall be elected as scholarship recipients during the course of one calendar year.
Section 3. Application for Membership. Candidates for Associate Artist Membership, Artist Membership, Non-Resident Associate Artist Membership, Non-Resident Artist Membership, and Honorary Membership shall be subject to approval by the Board of Directors. All applicants must adhere to admission regulations.
Section 4. Leave of Absence. Any member who wishes to request a leave of absence must apply in writing to the Board of Directors. Acceptance of the leave will be subject to their recommendations and approval. All dues and fees must be current in order for a leave to be granted. The minimum length of leave shall be not less than three months, and may not exceed two years. During such leave, all privileges shall be suspended, all keys returned, and locker and painting slots must be relinquished.
Section 5. Resignation. Any member who wishes to resign shall do so in writing. All dues and fees must be current in order for a member to resign in good standing.
Section 6. Reinstatement. Any member who resigns in good standing or takes a leave of absence shall be reinstated at the membership level previously occupied.
Section 7. Expulsion. Any member may make a recommendation for expulsion of any other member who may qualify for expulsion (procedures for which and reasons for which shall be found in Article XIII, Section 3). Such recommendation must be made in writing to the Board of Directors.
ARTICLE III
ADMISSION FEES, MEMBERSHIP FEES & DUES
Section 1. Fees. A separate schedule of admission fees, membership fees, and dues shall be published and posted at all times. Establishment of such fees and dues shall require 66.66% approval by Voting Members of the Academy.
Section 2. Delinquency. Any member delinquent in the payment of dues for six months shall have his or her membership suspended. Said member will be notified of his or her suspension of membership in writing. Said member shall be considered not-in-good-standing, and shall not be eligible for any rights, privileges or responsibilities of membership. The Board of Directors, considering special circumstances, may defer suspension for a period not more than three months by a majority vote. An automatic late charge shall be added to dues in arrears, per quarter. Suspended members wishing to reinstate must pay dues in arrears in order to do so.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Board. The control and management of the Academy and its funds shall be vested in a Board of Directors. Directors shall be elected by the Voting Members at the annual meeting as described in Article VI. The variable range for the number of Directors shall be 12 to 17 Directors and the Board of Directors shall fix the number of Directors within that range from time to time. The variable range number of Directors may be changed from time to time by amendment of these by-laws, however, the maximum number of Directors may not exceed the minimum number by more than 5 at any time, and the minimum may never be fewer than three.
Section 2. Board Terms and Qualifications. There will be two classes of Directors: (1) those Directors who are also Officers, and (2) those Directors who are not Officers. At each annual meeting, 1/3 of the Directors who are not Officers shall be elected for concurrent three-year terms. Each Director who is an Officer shall be elected for a two-year term. Each Director must be an Artist member or Patron member, with no more than five (5) Patron members on any given Board. A duly elected Director may also be a teacher at the Academy.
With respect to the annual meeting to be held in 2004 only, Directors will be elected as follows:
Nine Directors will be elected, four of whom shall also be Officers;
With respect to Directors who are not Officers:
Two Directors will be elected for a one-year term.
Three Directors will be elected for three years.
With respect to Directors who will be Officers:
Four Directors will be elected each for a two-year term as Officers.
Section 3. Compensation. Directors shall not receive any salary or compensation for services rendered to the Academy as Directors.
Section 4. Resignation and Removal of Board of Directors. A Director may resign by giving written notice of his or her resignation to the Board or to the President. Such resignation shall take effect when the notice is delivered unless the notice specifies a future date. The acceptance of such resignation shall not be necessary to make it effective. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. Any Director may be removed, for cause, by a two-thirds vote of Voting Members.
Section 5. Replacement of Director. A Director shall be replaced by a special vote of the Voting Members either at the next quarterly meeting or at a special meeting duly called upon not less than 10 days nor more than 40 days notice prior to the meeting. Any member elected to fill a vacancy shall serve only to the end of the term of the replaced Director.
Section 6. No Director may act by proxy on any matter.
Section 7. Manner of Acting. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statute, or by the by-laws.
Section 8. Conflict of Interest. Any possible conflict of interest on the part of a director shall be disclosed to the Board. When any such interest becomes a matter of Board action, such director shall not vote or use personal influence on the matter and shall not be counted in the quorum for a meeting at which Board action is to be taken on the interest. The Director may, however, briefly state a position on the matter, and answer pertinent questions of Board members. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met. (See and incorporate 805ILCS 105/108.60).
Section 9. Actions.
Informal Action.
(1) Any action required to, or which may, be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors and all of any non-director committee members entitled to vote with respect to the subject matter thereof, or by all members of such committee, as the case may be.
(2) The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more Directors or committee members. All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the Directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date.
(3) Any such consent signed by all the Directors or all the committee members, as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State.
Telephonic Action.
Directors or non-director committee members may participate in and act at any meeting of the Board or committee through use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute attendance and presence at the meeting of the person or persons so participating.
Section 10. Quorum. A majority of the Directors then in office shall constitute a quorum.
ARTICLE V
OFFICERS
Section 1. Officers. The Officers of the Academy shall be President, Vice President, Treasurer and Corporate Secretary.
Section 2. President. Subject to Robert’s Rules of Order, the President shall preside at all meetings of the Academy and of the Board of Directors. The President shall at all times be subject to the direction and control of the Board of Directors. The President shall be in charge of the business of the corporation: the President shall see that the resolutions and directions to the Board of Directors are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Board of Directors; and, in general, the President shall discharge 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. Except in those instances in which the authority to execute is expressly delegated to another Officer or agent of the Academy or a different mode of execution is expressly prescribed by the Board of Directors or these by-laws, (i) the President alone may execute for the Academy those items enumerated in Article XII, Section 1, which the Board of Directors has authorized to be executed which involve amounts less than $5000.00, and (ii) the President and at least one other Officer may execute those items enumerated in Article XII, Section 1, which the Board of Directors has authorized to be executed which involve amounts equal to or greater than $5000.00. The President may accomplish such execution either under or without the seal of the corporation. The President will be allowed to spend, for the benefit of the Academy, a discretionary amount of the General Operating Budget not to exceed $500.00 per quarter without prior authorization by the Board of Directors.
Section 3. Vice President. The Vice President shall assist the President in the discharge of the President’s duties as the President may direct and shall perform such other duties as from time to time may be assigned to the Vice President or by the Board of Directors. In the absence of the President or in the event of his inability or refusal to act, and subject to Article XII, Section 1, and the restrictions upon the President including those set forth in this Article V, Section 2, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors or by the President if the Board of Directors has not yet made such a designation, or in the absence of any delegation, 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, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Academy or a different mode of execution is expressly proscribed by the Board of Directors or these by-laws. The Vice President (or each of them if there are more than one) may execute for the corporation and either individually or with the Secretary, any Assistant Secretary, or other officer thereunto authorized by the Board of Directors, according to the requirements of the form of instrument.
Section 4. Corporate Secretary. The Corporate Secretary shall: (a) keep the minutes of all meetings of the members and the Board of Directors, and after submitting them for appropriate approval, shall enter them in the official record book: (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 record of all post office addresses of each member which shall be furnished to the Corporate Secretary by such members (e) sign with the President or a Vice President or any other officer therewith authorized by the Board of Directors, any contracts, deeds, mortgages, bonds or any other instruments which the Board of Directors has authorized to be executed, according to the requirements of the form of the instrument except when a different mode of execution is expressly presented by the Board of Directors or these by-laws and (f) perform all duties incident to the office of Corporate Secretary. The Corporate Secretary shall have the custody of the corporate seal and of all books, documents, and papers belonging to the Academy, except those that pertain to the Treasurer and the office of the Academy Historian. Such books and records shall be kept in the office of the Academy.
Section 5. Treasurer. The Treasurer, the custodian of the funds of the Academy, shall keep proper and correct accounts in books belonging to the Academy of its moneys, securities, properties, and all receipts and disbursements. The Treasurer shall, in writing, report the financial condition of the Academy to the Board of Directors at each of its regular meetings and at the annual meeting of the Academy shall display the receipts and disbursements covering the period since the last financial report. The Treasurer shall collect all dues and debts owing to the Academy and shall report to the Board of Directors the names of all delinquent members and the amounts delinquent. The Treasurer shall prepare an annual budget for approval at the fourth quarterly meeting of each calendar year.
Section 6. Removal. Removal of any Officer or Director shall follow the conditions stated in Section 108.35 C of the General Not for Profit Corporation Act of 1986 or any subsequent amendment thereof.
ARTICLE VI
ADVISORY COMMITTEES
Section 1. Subject to the provisions of the Illinois General Not For Profit Corporation Act, a majority of the Board of Directors, by resolution adopted by a majority, may create one or more advisory committees and appoint Directors or such other members as the Board of Directors may designate, to serve on an advisory committee. Additionally, any member may serve on any advisory committee by volunteering to the Board. Each advisory committee shall have one (1) or more Directors and all advisory committee members shall serve at the pleasure of the Board of Directors; provided, however, that any advisory committee designated to conduct activities related to the election, nomination, qualifications or election of Directors may be composed entirely of non-director members. The chair of each advisory committee will be elected by the members of each committee. No advisory committee may act on behalf of the Academy or bind it to any action but it may make recommendations to the Board of Directors.
Section 2. Unless the appointment by the Board of Directors requires a greater number, a majority of any advisory committee shall constitute a quorum, and a majority of advisory committee members present and voting at a meeting at which a quorum is present is necessary for advisory committee action. An advisory committee may act by unanimous consent in writing without a meeting and the advisory committee by majority vote of its members shall determine the time and place of meetings and the notice required therefore. Each advisory committee shall keep minutes of its meetings and shall report its activities to the Board of Directors.
Section 3. The Board of Directors may create and appoint persons to a commission or other such body which may or may not have Directors as members, which body may not act on behalf of the Academy or bind it to any action but may make recommendations to the Board of Directors.
Section 4. The Academy shall have the following standing committees which shall be advisory to the Board: Ongoing Education Committee, Special Programs Committee, Exhibitions Committee, Building and Grounds Committee, Membership Committee, Fundraising Committee, and Studio Committee. The duties of the standing committees shall be specified by the Board.
ARTICLE VII
VOTING PROCEDURES
Section 1. Recruiting Advisory Group. The Board of Directors shall establish a recruiting advisory group each January. The purpose of the recruiting advisory group shall be to prepare a list of Voting Members who are willing to serve either in the capacity of Director or Officer and to stand for election at the next annual or voting meeting. Voting members may have their names placed on such list simply by notifying the recruiting advisory group to add their names to the list.
Section 2. Election of Board of Directors. The regular annual election of Officers and Directors shall take place at the annual meeting in April or any adjournment thereof.
Section 3. Voting By Members. A member entitled to vote may vote in person, by absentee ballot or by limited proxy duly executed in writing by that member or by that member’s duly authorized attorney-in-fact, provided, however, that with respect to elections, a Voting Member may only vote in person or by absentee ballot. In the event that a Voting Member chooses to vote by means of an absentee ballot, such vote may only be cast with respect to the issues set forth on the absentee ballot. In the event that a Voting Member chooses to vote by means of a limited proxy, such vote may only be cast with respect to those issues set forth in the applicable notice of meeting. No proxy shall be valid after eleven months.
ARTICLE VIII
MEETINGS
Section 1. Voting Members Annual Meetings. The annual meeting of the Voting Members shall be held at the Academy on the second Tuesday in April at a time set by the Board of Directors. The Secretary shall deliver a notice thereof to each Voting Member not less than 5 days nor more than 30 days before the meeting, either personally or by mail.
Section 2. Voting Members Quarterly Meetings. Quarterly meetings of the Voting Members shall be held at the Academy on the second Tuesday of January, April, July, and October at a time set by the Board of Directors. The Secretary shall deliver a notice thereof to each Voting Member not less than 5 days nor more than 30 days before the meeting either personally or by mail.
Section 3. Voting Members Special Meetings. A special meeting of the Voting Members may be called at any time by the President together with six voting members or by seven members of the Board of Directors, or by any fifteen voting Members of the Academy, by publishing on the bulletin board in the Academy building a written or printed statement duly signed by the President together with six voting members or by such members as the case may be, setting forth the time and the purpose of such meeting. A copy of each statement including the name subscribed thereto shall be delivered by the Secretary to each Voting member not less than 5 nor more than 30 days before the time set for such meeting, either personally or by mail.
Section 4. Board of Directors Meetings. The Board of Directors shall meet at least monthly at the Academy building at such time and on such days as is agreed to by the majority of the Board of Directors at their first meeting after election. Dates and times shall be posted on the bulletin boards in the Academy’s building.
Section 5. Board of Directors Special Meetings. A special meeting of the Board of Directors may be called at any time by the President or by five members of the Board of Directors by delivering to the Secretary a statement duly signed by the President or by such members as the case may be setting forth the time and the purpose of such meeting. The Secretary shall deliver a notice to members of the Board not less than 3 days nor more than 10 days before the time set for such meeting either personally or by mail.
Section 6. Quorum Voting Members. Voting Members of the Academy holding 20% of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum, but a smaller number may adjourn the meeting to a later date.
Section 7. Record Date. For the purpose of determining the Voting Members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or for the purposes of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than 60 days and not less than 5 days before the date of such meeting. If no record date is fixed, the record date for the determination of Voting Members entitled to notice of or to vote at a meeting of Voting Members shall be the date on which notice of the meeting is mailed, and the record date for the determination of Voting Members for any other purpose shall be the date on which the Board of Directors adopts the resolution relating thereto. A determination of Voting Members of record entitled to notice of or to vote at a meeting of Voting Members shall be applied to any adjournment of the meeting.
Section 8. Voting List. The officer or agent having charge of the corporate books shall make at least 30 days before each meeting of Voting Members, a complete list of the Voting Members entitled to vote at such meeting, arranged in alphabetical order, showing the address of the Voting Members, which list, for a period of ten days prior to such meeting, shall be kept on file at the Academy building and shall be open to inspection by any Voting Member for any purpose germane to the meeting at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and may be inspected by any Voting Member during the whole time of the meeting.
Section 9. Notice. For each meeting of Voting Members, notice shall be sent to each Voting Member not less than 5 days nor more than 30 days before the meeting, either personally or by mail, such notice to contain a statement of the motions to be voted upon which are known at the time of the giving of notice. For purposes of limited proxies, only those issues described in the notice may be the subject of a limited proxy vote.
ARTICLE IX
EMPLOYED STAFF
Section 1. Executive Director. The Board of Directors shall employ an Executive Director who shall be responsible to the Board of Directors and who shall perform such duties and functions as set forth in the Executive Director’s job description adopted by the Board of Directors. The Executive Director shall also attend all meetings of the Board of Directors and membership without vote.
Section 2. Other Staff. At the direction of the Board of Directors, such employed staff as may be necessary to support the Academy shall be hired by the Executive Director.
ARTICLE X
INDEMNIFICATION (please note that this Article incorporates by reference 805 ILCS 105/108.75 and tracks, in large part, the statutory language)
Section 1. Action by other than Academy. The Academy 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 Academy) by reason of the fact that such person is or was a Director or Officer of the Academy, or is or was serving at the request of the Academy as a Director or Officer, against expenses (including attorneys fees), judgments, fines, amounts paid in settlement actually and reasonably incurred by such person reasonably believed to be in or not opposed to the best interests of the Academy, and with respect to any criminal action or proceeding, had no reasonable cause to believe the 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 the person reasonably believed to be in or not opposed to the best interests of the Academy, and with respect to any criminal action or proceeding had reasonable cause to believe that the person’s conduct was unlawful.
Section 2. Action by the Academy. The Academy 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 Academy to procure a judgment in its favor by reason of the fact that such a person is or was a Director or Officer of the Academy, against expenses (including attorneys’ fees) actually and reasonably believed to be in or not opposed to the best interests of the Academy and except 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 willful negligence or misconduct in the performance of duty, to the Academy 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 which the court shall deem proper.
Section 3. Expenses. To the extent that a Director or Officer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 above, or in defense of any claim, issue or matter therein, such Director or Officer shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.
Section 4. Prerequisites. Any indemnification under Sections 1 and 2 above (unless ordered by a court) shall be made by the Academy only as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because the Director or Officer has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written action.
Section 5. Insurance The Academy shall purchase and maintain insurance on behalf of any person who is or was a Director or Officer or who is or was serving at the request of the Academy as a Director or Officer 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 would have the power to indemnify such person against such liability under the provisions of 805 ILCS 105/108.75.
ARTICLE XI
STUDY SESSIONS AND EXHIBITIONS
Section 1. Study Sessions/Workshops. Study sessions and workshops shall be held at such times and places as shall be determined by the Board of Directors with the purpose of meeting the objectives of the Academy as stated in Article I, Section 2.
Section 2. Exhibitions. Exhibitions shall be held at such times and places as shall be determined by the Board of Directors with the purpose of meeting the objectives of the Academy as stated in Article I, Section 2.
ARTICLE XII
MISCELLANEOUS
Section 1. Checks, Drafts, Etc. Except as otherwise provided by law, and provided that the Board of Directors has duly authorized each of the following to be executed, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of the Academy and contracts, leases or other instruments authorized to be executed in the name of and on behalf of the Academy will be signed by (i) at least one Officer of the Academy, if the amount involved is less than $5000.00, and (ii) at least two Officers of the Academy, if the amount involved is equal to or greater than $5000.00.
Section 2. Deposits. All Academy funds shall be deposited to the credit of the Academy in such banks or other depositories as the Board may select.
Section 3. Gifts. The Board may accept on behalf of the Academy any contribution, gift, bequest, or devise for the general, or for any special purpose.
Section 4. Records. The Academy will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Board of Directors and any committee, advisory group or other body of the Board of Directors, which books, records of accounts and minutes shall be kept at the Academy’s principal office or at such other place as the Board of Directors shall from time to time determine.
Section 5. Fiscal Year. The fiscal year of the Academy shall end on December 31 of each year.
ARTICLE XIII
DISSOLUTION AND PARLIAMENTARY PROCEEDINGS
Section 1. Dissolution. Membership on any level shall not include a share in the assets of the Academy. In the event of the dissolution of the Academy, the assets and property of the Academy shall, after payment of all liabilities of the corporation, be disposed of according to Article V, Paragraph 9 of the Articles of Amendment to the Articles of Incorporation legally adopted on November 13, 1980 pursuant to Section 501 (c) (3) of the Internal Revenue Code of 1954.
Section 2. Rules of Order/Procedures. “Robert’s Rules of Order” shall guide the form and operations of all meetings of the Board of Directors, the membership, and the committees, except under such conditions as are expressly set forth in these by-laws which may differ with “Robert’s Rules of Order.” Minutes of all meetings shall become part of the written record of the Academy.
Section 3. Expulsion. A member may be recommended for expulsion from the Academy, in writing to the Board of Directors, signed by another member or members, for the following causes: illegal acts within the property of the Academy; abusive or obscene behavior and/or language; willful damage to Academy property or member property in the Academy; persistent and prolonged disregard for Academy rules; or any other serious cause. Procedures for expelling a member, as outlined in “Robert’s Rules of Order,” will be followed unless the accused chooses the following modification to such procedure: hearing by the Board of Directors at which time the accuser brings complaint(s) and witnesses: the accused testifies or brings witnesses in defense: the Board of Directors adjourns to executive session for discussion and vote requiring a quorum of votes to find just cause or no cause for complaint. At the following meeting of the Board, if there is a finding of just cause by the Board, the defendant has the following options: to resign, to accept probationary status if offered by the Board, or to take the case to the full membership, at which time both sides present their case and the membership votes on expulsion, a 2/3 majority of the members present and eligible to vote being required for expulsion.
ARTICLE XIV
AMENDMENTS
Section 1. Amending Procedures. Substantial changes in established procedures (such as procedures for application to membership) set forth in written policy shall be subject to the approval of a majority of the Voting Members at the quarterly, annual, or special membership meeting. Substantial expenditures (over $5000.00 per quarter per project, not to exceed $7500.00 in any one quarter), and substantial alterations to the structure of the building(s) are subject to the approval of a majority of the Voting Members at the quarterly, annual or special membership meeting, except under circumstances where an emergency exists which threatens the structure or safety of the property.
Section 2. Amendments to by-laws. The by-laws of the Academy shall be amended as follows. Any Voting Member may introduce an amendment to these by-laws by submitting a proposed amendment in writing to the Board of Directors. The Board of Directors will review and clarify the proposed amendment and submit the proposed amendment to the Voting Members in writing not less than 5 days nor more than 30 days prior to the next quarterly meeting, at which time the Voting Members shall debate and vote on the proposed amendment, a 2/3 vote being required for passage.
Section 3. Amendment to Articles of Incorporation. Not withstanding any other provision of these by-laws, the approval of the Voting Members of the Academy shall not be required to make any amendments to the Articles of Incorporation. Amendments to the Articles of Incorporation shall be adopted by the Board of Directors upon receiving the affirmative vote of a majority of the directors in office.
of The Palette & Chisel Academy of Fine Arts
ARTICLE I
NAME. OBJECT. PURPOSE. DEFINITIONS.
Section I. Name. The name of this Illinois not-for-profit corporation shall be THE PALETTE AND CHISEL ACADEMY OF FINE ARTS. The corporation shall continuously maintain a registered office in the State of Illinois and a registered agent.
Section 2. Objects. The objects for which it is formed is to found, build, maintain and operate studios, lecture halls and galleries in connection therewith; to carry on appropriate activities conducive to the artistic development of the community; to form, preserve, and exhibit collections of objects of art of all kinds; to cultivate and extend the art of drawing, painting, modeling, sculpture and design by all appropriate means; to provide lectures, instruction, seminars and entertainment to the public and to artists in furtherance of said objectives.
Section 3. Purposes. The corporation is organized exclusively for charitable, educational, and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 4. Definitions. The words and phrases used in these by-laws shall have the following meanings: “Academy” shall mean the Palette and Chisel Academy of Fine Arts; “Voting Member” shall mean any Artist Member in good standing, Non-Resident Artist Member in good standing, Honorary Artist Member, and Patron Member in service on the Board of Directors.
ARTICLE II
MEMBERS
Section I. Categories. There shall be six categories of members: Associate Artist Member, Artist Member, Non-Resident Associate Artist Member, Non-Resident Artist Member, Patron Member and Honorary Member.
Associate Artist Member. Any person of good character, 18 years of age or older, who is professionally or otherwise actively engaged in creative work in the fine, graphic, or plastic arts, and who is able to meet the criteria for entry.
Artist Member. Any Associate Artist Member who has been in good standing for at least 12 months, may, based on the approval of the Board of Directors, be invited to apply for Artist Membership.
Non-Resident Artist Member. Any person eligible for Artist Membership who does not live within 100 miles of the Academy building is eligible for Non-Resident Artist Membership. An additional fee will be required for Non-Resident Artist Members who wish to take advantage of the workshops when in town.
Patron Member. Any person who has an active and devoted interest in the Academy may request and receive Patron Membership by paying annual dues. Patron Members do not have voting rights or access to the Academy building except during hours which are open to the public. Patron Members will receive special benefits which the Board may deem appropriate. Patron Members will be subject to the by-laws of the Academy.
Honorary Member. The Board of Directors may elect, as Honorary Members of the Academy, persons who have rendered distinguished service in the cause of art, or who have performed some outstanding service for the good and benefit of the Academy or the public in the field of fine art, such election to be ratified by a majority vote of the membership at a quarterly meeting. Any Honorary Member who has been selected from an existing membership category shall retain all the rights and privileges of that category. The election of an Honorary Member shall include election to a separate specific class of membership which may or may not include exhibition privileges or voting rights, and shall specify term of membership (one year or lifetime membership). Honorary members shall be exempt from the payment of dues.
Student Members. Any non-member currently enrolled and paying for a class at the Palette & Chisel can be recommended by their instructor and one other member for a one-year associate membership at half price, without membership exhibition privileges.
Section 2. Scholarship. The Board of Directors may elect, for a period of one year, persons in financial need as scholarship recipients in the category of Associate Artist Member or Artist Member. Scholarship recipients shall be entitled to enjoy the use and privileges of the Academy Building, subject to such rules and regulations as may be established by the Board of Directors. No more than three persons shall be elected as scholarship recipients during the course of one calendar year.
Section 3. Application for Membership. Candidates for Associate Artist Membership, Artist Membership, Non-Resident Associate Artist Membership, Non-Resident Artist Membership, and Honorary Membership shall be subject to approval by the Board of Directors. All applicants must adhere to admission regulations.
Section 4. Leave of Absence. Any member who wishes to request a leave of absence must apply in writing to the Board of Directors. Acceptance of the leave will be subject to their recommendations and approval. All dues and fees must be current in order for a leave to be granted. The minimum length of leave shall be not less than three months, and may not exceed two years. During such leave, all privileges shall be suspended, all keys returned, and locker and painting slots must be relinquished.
Section 5. Resignation. Any member who wishes to resign shall do so in writing. All dues and fees must be current in order for a member to resign in good standing.
Section 6. Reinstatement. Any member who resigns in good standing or takes a leave of absence shall be reinstated at the membership level previously occupied.
Section 7. Expulsion. Any member may make a recommendation for expulsion of any other member who may qualify for expulsion (procedures for which and reasons for which shall be found in Article XIII, Section 3). Such recommendation must be made in writing to the Board of Directors.
ARTICLE III
ADMISSION FEES, MEMBERSHIP FEES & DUES
Section 1. Fees. A separate schedule of admission fees, membership fees, and dues shall be published and posted at all times. Establishment of such fees and dues shall require 66.66% approval by Voting Members of the Academy.
Section 2. Delinquency. Any member delinquent in the payment of dues for six months shall have his or her membership suspended. Said member will be notified of his or her suspension of membership in writing. Said member shall be considered not-in-good-standing, and shall not be eligible for any rights, privileges or responsibilities of membership. The Board of Directors, considering special circumstances, may defer suspension for a period not more than three months by a majority vote. An automatic late charge shall be added to dues in arrears, per quarter. Suspended members wishing to reinstate must pay dues in arrears in order to do so.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Board. The control and management of the Academy and its funds shall be vested in a Board of Directors. Directors shall be elected by the Voting Members at the annual meeting as described in Article VI. The variable range for the number of Directors shall be 12 to 17 Directors and the Board of Directors shall fix the number of Directors within that range from time to time. The variable range number of Directors may be changed from time to time by amendment of these by-laws, however, the maximum number of Directors may not exceed the minimum number by more than 5 at any time, and the minimum may never be fewer than three.
Section 2. Board Terms and Qualifications. There will be two classes of Directors: (1) those Directors who are also Officers, and (2) those Directors who are not Officers. At each annual meeting, 1/3 of the Directors who are not Officers shall be elected for concurrent three-year terms. Each Director who is an Officer shall be elected for a two-year term. Each Director must be an Artist member or Patron member, with no more than five (5) Patron members on any given Board. A duly elected Director may also be a teacher at the Academy.
With respect to the annual meeting to be held in 2004 only, Directors will be elected as follows:
Nine Directors will be elected, four of whom shall also be Officers;
With respect to Directors who are not Officers:
Two Directors will be elected for a one-year term.
Three Directors will be elected for three years.
With respect to Directors who will be Officers:
Four Directors will be elected each for a two-year term as Officers.
Section 3. Compensation. Directors shall not receive any salary or compensation for services rendered to the Academy as Directors.
Section 4. Resignation and Removal of Board of Directors. A Director may resign by giving written notice of his or her resignation to the Board or to the President. Such resignation shall take effect when the notice is delivered unless the notice specifies a future date. The acceptance of such resignation shall not be necessary to make it effective. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. Any Director may be removed, for cause, by a two-thirds vote of Voting Members.
Section 5. Replacement of Director. A Director shall be replaced by a special vote of the Voting Members either at the next quarterly meeting or at a special meeting duly called upon not less than 10 days nor more than 40 days notice prior to the meeting. Any member elected to fill a vacancy shall serve only to the end of the term of the replaced Director.
Section 6. No Director may act by proxy on any matter.
Section 7. Manner of Acting. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by statute, or by the by-laws.
Section 8. Conflict of Interest. Any possible conflict of interest on the part of a director shall be disclosed to the Board. When any such interest becomes a matter of Board action, such director shall not vote or use personal influence on the matter and shall not be counted in the quorum for a meeting at which Board action is to be taken on the interest. The Director may, however, briefly state a position on the matter, and answer pertinent questions of Board members. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met. (See and incorporate 805ILCS 105/108.60).
Amendment: No Elected officer and/or board member may serve more than
two elected complete terms in any office. They may, however, serve in
another office, but will be precluded from serving in the same past
office for three full elected cycles.
Section 9. Actions.
Informal Action.
(1) Any action required to, or which may, be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors and all of any non-director committee members entitled to vote with respect to the subject matter thereof, or by all members of such committee, as the case may be.
(2) The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more Directors or committee members. All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the Directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date.
(3) Any such consent signed by all the Directors or all the committee members, as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State.
Telephonic Action.
Directors or non-director committee members may participate in and act at any meeting of the Board or committee through use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute attendance and presence at the meeting of the person or persons so participating.
Section 10. Quorum. A majority of the Directors then in office shall constitute a quorum.
ARTICLE V
OFFICERS
Section 1. Officers. The Officers of the Academy shall be President, Vice President, Treasurer and Corporate Secretary.
Section 2. President. Subject to Robert’s Rules of Order, the President shall preside at all meetings of the Academy and of the Board of Directors. The President shall at all times be subject to the direction and control of the Board of Directors. The President shall be in charge of the business of the corporation: the President shall see that the resolutions and directions to the Board of Directors are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Board of Directors; and, in general, the President shall discharge 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. Except in those instances in which the authority to execute is expressly delegated to another Officer or agent of the Academy or a different mode of execution is expressly prescribed by the Board of Directors or these by-laws, (i) the President alone may execute for the Academy those items enumerated in Article XII, Section 1, which the Board of Directors has authorized to be executed which involve amounts less than $5000.00, and (ii) the President and at least one other Officer may execute those items enumerated in Article XII, Section 1, which the Board of Directors has authorized to be executed which involve amounts equal to or greater than $5000.00. The President may accomplish such execution either under or without the seal of the corporation. The President will be allowed to spend, for the benefit of the Academy, a discretionary amount of the General Operating Budget not to exceed $500.00 per quarter without prior authorization by the Board of Directors.
Section 3. Vice President. The Vice President shall assist the President in the discharge of the President’s duties as the President may direct and shall perform such other duties as from time to time may be assigned to the Vice President or by the Board of Directors. In the absence of the President or in the event of his inability or refusal to act, and subject to Article XII, Section 1, and the restrictions upon the President including those set forth in this Article V, Section 2, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors or by the President if the Board of Directors has not yet made such a designation, or in the absence of any delegation, 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, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Academy or a different mode of execution is expressly proscribed by the Board of Directors or these by-laws. The Vice President (or each of them if there are more than one) may execute for the corporation and either individually or with the Secretary, any Assistant Secretary, or other officer thereunto authorized by the Board of Directors, according to the requirements of the form of instrument.
Section 4. Corporate Secretary. The Corporate Secretary shall: (a) keep the minutes of all meetings of the members and the Board of Directors, and after submitting them for appropriate approval, shall enter them in the official record book: (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 record of all post office addresses of each member which shall be furnished to the Corporate Secretary by such members (e) sign with the President or a Vice President or any other officer therewith authorized by the Board of Directors, any contracts, deeds, mortgages, bonds or any other instruments which the Board of Directors has authorized to be executed, according to the requirements of the form of the instrument except when a different mode of execution is expressly presented by the Board of Directors or these by-laws and (f) perform all duties incident to the office of Corporate Secretary. The Corporate Secretary shall have the custody of the corporate seal and of all books, documents, and papers belonging to the Academy, except those that pertain to the Treasurer and the office of the Academy Historian. Such books and records shall be kept in the office of the Academy.
Section 5. Treasurer. The Treasurer, the custodian of the funds of the Academy, shall keep proper and correct accounts in books belonging to the Academy of its moneys, securities, properties, and all receipts and disbursements. The Treasurer shall, in writing, report the financial condition of the Academy to the Board of Directors at each of its regular meetings and at the annual meeting of the Academy shall display the receipts and disbursements covering the period since the last financial report. The Treasurer shall collect all dues and debts owing to the Academy and shall report to the Board of Directors the names of all delinquent members and the amounts delinquent. The Treasurer shall prepare an annual budget for approval at the fourth quarterly meeting of each calendar year.
Section 6. Removal. Removal of any Officer or Director shall follow the conditions stated in Section 108.35 C of the General Not for Profit Corporation Act of 1986 or any subsequent amendment thereof.
ARTICLE VI
ADVISORY COMMITTEES
Section 1. Subject to the provisions of the Illinois General Not For Profit Corporation Act, a majority of the Board of Directors, by resolution adopted by a majority, may create one or more advisory committees and appoint Directors or such other members as the Board of Directors may designate, to serve on an advisory committee. Additionally, any member may serve on any advisory committee by volunteering to the Board. Each advisory committee shall have one (1) or more Directors and all advisory committee members shall serve at the pleasure of the Board of Directors; provided, however, that any advisory committee designated to conduct activities related to the election, nomination, qualifications or election of Directors may be composed entirely of non-director members. The chair of each advisory committee will be elected by the members of each committee. No advisory committee may act on behalf of the Academy or bind it to any action but it may make recommendations to the Board of Directors.
Section 2. Unless the appointment by the Board of Directors requires a greater number, a majority of any advisory committee shall constitute a quorum, and a majority of advisory committee members present and voting at a meeting at which a quorum is present is necessary for advisory committee action. An advisory committee may act by unanimous consent in writing without a meeting and the advisory committee by majority vote of its members shall determine the time and place of meetings and the notice required therefore. Each advisory committee shall keep minutes of its meetings and shall report its activities to the Board of Directors.
Section 3. The Board of Directors may create and appoint persons to a commission or other such body which may or may not have Directors as members, which body may not act on behalf of the Academy or bind it to any action but may make recommendations to the Board of Directors.
Section 4. The Academy shall have the following standing committees which shall be advisory to the Board: Ongoing Education Committee, Special Programs Committee, Exhibitions Committee, Building and Grounds Committee, Membership Committee, Fundraising Committee, and Studio Committee. The duties of the standing committees shall be specified by the Board.
ARTICLE VII
VOTING PROCEDURES
Section 1. Recruiting Advisory Group. The Board of Directors shall establish a recruiting advisory group each January. The purpose of the recruiting advisory group shall be to prepare a list of Voting Members who are willing to serve either in the capacity of Director or Officer and to stand for election at the next annual or voting meeting. Voting members may have their names placed on such list simply by notifying the recruiting advisory group to add their names to the list.
Section 2. Election of Board of Directors. The regular annual election of Officers and Directors shall take place at the annual meeting in April or any adjournment thereof.
Section 3. Voting By Members. A member entitled to vote may vote in person, by absentee ballot or by limited proxy duly executed in writing by that member or by that member’s duly authorized attorney-in-fact, provided, however, that with respect to elections, a Voting Member may only vote in person or by absentee ballot. In the event that a Voting Member chooses to vote by means of an absentee ballot, such vote may only be cast with respect to the issues set forth on the absentee ballot. In the event that a Voting Member chooses to vote by means of a limited proxy, such vote may only be cast with respect to those issues set forth in the applicable notice of meeting. No proxy shall be valid after eleven months.
ARTICLE VIII
MEETINGS
Section 1. Voting Members Annual Meetings. The annual meeting of the Voting Members shall be held at the Academy on the second Tuesday in April at a time set by the Board of Directors. The Secretary shall deliver a notice thereof to each Voting Member not less than 5 days nor more than 30 days before the meeting, either personally or by mail.
Section 2. Voting Members Quarterly Meetings. Quarterly meetings of the Voting Members shall be held at the Academy on the second Tuesday of January, April, July, and October at a time set by the Board of Directors. The Secretary shall deliver a notice thereof to each Voting Member not less than 5 days nor more than 30 days before the meeting either personally or by mail.
Section 3. Voting Members Special Meetings. A special meeting of the Voting Members may be called at any time by the President together with six voting members or by seven members of the Board of Directors, or by any fifteen voting Members of the Academy, by publishing on the bulletin board in the Academy building a written or printed statement duly signed by the President together with six voting members or by such members as the case may be, setting forth the time and the purpose of such meeting. A copy of each statement including the name subscribed thereto shall be delivered by the Secretary to each Voting member not less than 5 nor more than 30 days before the time set for such meeting, either personally or by mail.
Section 4. Board of Directors Meetings. The Board of Directors shall meet at least monthly at the Academy building at such time and on such days as is agreed to by the majority of the Board of Directors at their first meeting after election. Dates and times shall be posted on the bulletin boards in the Academy’s building.
Section 5. Board of Directors Special Meetings. A special meeting of the Board of Directors may be called at any time by the President or by five members of the Board of Directors by delivering to the Secretary a statement duly signed by the President or by such members as the case may be setting forth the time and the purpose of such meeting. The Secretary shall deliver a notice to members of the Board not less than 3 days nor more than 10 days before the time set for such meeting either personally or by mail.
Section 6. Quorum Voting Members. Voting Members of the Academy holding 20% of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum, but a smaller number may adjourn the meeting to a later date.
Section 7. Record Date. For the purpose of determining the Voting Members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or for the purposes of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than 60 days and not less than 5 days before the date of such meeting. If no record date is fixed, the record date for the determination of Voting Members entitled to notice of or to vote at a meeting of Voting Members shall be the date on which notice of the meeting is mailed, and the record date for the determination of Voting Members for any other purpose shall be the date on which the Board of Directors adopts the resolution relating thereto. A determination of Voting Members of record entitled to notice of or to vote at a meeting of Voting Members shall be applied to any adjournment of the meeting.
Section 8. Voting List. The officer or agent having charge of the corporate books shall make at least 30 days before each meeting of Voting Members, a complete list of the Voting Members entitled to vote at such meeting, arranged in alphabetical order, showing the address of the Voting Members, which list, for a period of ten days prior to such meeting, shall be kept on file at the Academy building and shall be open to inspection by any Voting Member for any purpose germane to the meeting at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and may be inspected by any Voting Member during the whole time of the meeting.
Section 9. Notice. For each meeting of Voting Members, notice shall be sent to each Voting Member not less than 5 days nor more than 30 days before the meeting, either personally or by mail, such notice to contain a statement of the motions to be voted upon which are known at the time of the giving of notice. For purposes of limited proxies, only those issues described in the notice may be the subject of a limited proxy vote.
ARTICLE IX
EMPLOYED STAFF
Section 1. Executive Director. The Board of Directors shall employ an Executive Director who shall be responsible to the Board of Directors and who shall perform such duties and functions as set forth in the Executive Director’s job description adopted by the Board of Directors. The Executive Director shall also attend all meetings of the Board of Directors and membership without vote.
Section 2. Other Staff. At the direction of the Board of Directors, such employed staff as may be necessary to support the Academy shall be hired by the Executive Director.
ARTICLE X
INDEMNIFICATION (please note that this Article incorporates by reference 805 ILCS 105/108.75 and tracks, in large part, the statutory language)
Section 1. Action by other than Academy. The Academy 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 Academy) by reason of the fact that such person is or was a Director or Officer of the Academy, or is or was serving at the request of the Academy as a Director or Officer, against expenses (including attorneys fees), judgments, fines, amounts paid in settlement actually and reasonably incurred by such person reasonably believed to be in or not opposed to the best interests of the Academy, and with respect to any criminal action or proceeding, had no reasonable cause to believe the 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 the person reasonably believed to be in or not opposed to the best interests of the Academy, and with respect to any criminal action or proceeding had reasonable cause to believe that the person’s conduct was unlawful.
Section 2. Action by the Academy. The Academy 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 Academy to procure a judgment in its favor by reason of the fact that such a person is or was a Director or Officer of the Academy, against expenses (including attorneys’ fees) actually and reasonably believed to be in or not opposed to the best interests of the Academy and except 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 willful negligence or misconduct in the performance of duty, to the Academy 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 which the court shall deem proper.
Section 3. Expenses. To the extent that a Director or Officer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 above, or in defense of any claim, issue or matter therein, such Director or Officer shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.
Section 4. Prerequisites. Any indemnification under Sections 1 and 2 above (unless ordered by a court) shall be made by the Academy only as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because the Director or Officer has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written action.
Section 5. Insurance The Academy shall purchase and maintain insurance on behalf of any person who is or was a Director or Officer or who is or was serving at the request of the Academy as a Director or Officer 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 would have the power to indemnify such person against such liability under the provisions of 805 ILCS 105/108.75.
ARTICLE XI
STUDY SESSIONS AND EXHIBITIONS
Section 1. Study Sessions/Workshops. Study sessions and workshops shall be held at such times and places as shall be determined by the Board of Directors with the purpose of meeting the objectives of the Academy as stated in Article I, Section 2.
Section 2. Exhibitions. Exhibitions shall be held at such times and places as shall be determined by the Board of Directors with the purpose of meeting the objectives of the Academy as stated in Article I, Section 2.
ARTICLE XII
MISCELLANEOUS
Section 1. Checks, Drafts, Etc. Except as otherwise provided by law, and provided that the Board of Directors has duly authorized each of the following to be executed, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of the Academy and contracts, leases or other instruments authorized to be executed in the name of and on behalf of the Academy will be signed by (i) at least one Officer of the Academy, if the amount involved is less than $5000.00, and (ii) at least two Officers of the Academy, if the amount involved is equal to or greater than $5000.00.
Section 2. Deposits. All Academy funds shall be deposited to the credit of the Academy in such banks or other depositories as the Board may select.
Section 3. Gifts. The Board may accept on behalf of the Academy any contribution, gift, bequest, or devise for the general, or for any special purpose.
Section 4. Records. The Academy will keep correct and complete books and records of account and will also keep minutes of the proceedings of its Board of Directors and any committee, advisory group or other body of the Board of Directors, which books, records of accounts and minutes shall be kept at the Academy’s principal office or at such other place as the Board of Directors shall from time to time determine.
Section 5. Fiscal Year. The fiscal year of the Academy shall end on December 31 of each year.
ARTICLE XIII
DISSOLUTION AND PARLIAMENTARY PROCEEDINGS
Section 1. Dissolution. Membership on any level shall not include a share in the assets of the Academy. In the event of the dissolution of the Academy, the assets and property of the Academy shall, after payment of all liabilities of the corporation, be disposed of according to Article V, Paragraph 9 of the Articles of Amendment to the Articles of Incorporation legally adopted on November 13, 1980 pursuant to Section 501 (c) (3) of the Internal Revenue Code of 1954.
Section 2. Rules of Order/Procedures. “Robert’s Rules of Order” shall guide the form and operations of all meetings of the Board of Directors, the membership, and the committees, except under such conditions as are expressly set forth in these by-laws which may differ with “Robert’s Rules of Order.” Minutes of all meetings shall become part of the written record of the Academy.
Section 3. Expulsion. A member may be recommended for expulsion from the Academy, in writing to the Board of Directors, signed by another member or members, for the following causes: illegal acts within the property of the Academy; abusive or obscene behavior and/or language; willful damage to Academy property or member property in the Academy; persistent and prolonged disregard for Academy rules; or any other serious cause. Procedures for expelling a member, as outlined in “Robert’s Rules of Order,” will be followed unless the accused chooses the following modification to such procedure: hearing by the Board of Directors at which time the accuser brings complaint(s) and witnesses: the accused testifies or brings witnesses in defense: the Board of Directors adjourns to executive session for discussion and vote requiring a quorum of votes to find just cause or no cause for complaint. At the following meeting of the Board, if there is a finding of just cause by the Board, the defendant has the following options: to resign, to accept probationary status if offered by the Board, or to take the case to the full membership, at which time both sides present their case and the membership votes on expulsion, a 2/3 majority of the members present and eligible to vote being required for expulsion.
ARTICLE XIV
AMENDMENTS
Section 1. Amending Procedures. Substantial changes in established procedures (such as procedures for application to membership) set forth in written policy shall be subject to the approval of a majority of the Voting Members at the quarterly, annual, or special membership meeting. Substantial expenditures (over $5000.00 per quarter per project, not to exceed $7500.00 in any one quarter), and substantial alterations to the structure of the building(s) are subject to the approval of a majority of the Voting Members at the quarterly, annual or special membership meeting, except under circumstances where an emergency exists which threatens the structure or safety of the property.
Section 2. Amendments to by-laws. The by-laws of the Academy shall be amended as follows. Any Voting Member may introduce an amendment to these by-laws by submitting a proposed amendment in writing to the Board of Directors. The Board of Directors will review and clarify the proposed amendment and submit the proposed amendment to the Voting Members in writing not less than 5 days nor more than 30 days prior to the next quarterly meeting, at which time the Voting Members shall debate and vote on the proposed amendment, a 2/3 vote being required for passage.
Section 3. Amendment to Articles of Incorporation. Not withstanding any other provision of these by-laws, the approval of the Voting Members of the Academy shall not be required to make any amendments to the Articles of Incorporation. Amendments to the Articles of Incorporation shall be adopted by the Board of Directors upon receiving the affirmative vote of a majority of the directors in office.
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