BATV

Bylaws

Bylaws of Batavia Access Television, Inc.
An Illinois Not-for-Profit Corporation
Incorporated 22 August 2000

ARTICLE I — PURPOSE

SECTION 1. PURPOSE. Batavia Access Television, Inc. (“BATV”) is organized exclusively for literary, artistic, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

The purpose of public access or community-based cable television in Batavia is to enhance the exchange of information among residents through the medium of cable television. BATV will facilitate and support access to the public, educational, and governmental access (“PEG access”) channels for the greater Batavia community.

More specifically, the purposes of BATV are:

  • To provide a mechanism to produce community-originated and community-based television programs;
  • To provide training and facilities to all members of the community for production of television programs;
  • To provide a studio and equipment to all certified members of the greater BATV community; and

In pursuit of these purposes, BATV shall operate with a high degree of openness and transparency.

SECTION 2. COMPENSATION. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.

SECTION 3. ACTIVITIES. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding section of future federal tax code.

SECTION 4. DISSOLUTION. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section (501)(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or shall be distributed to the City of Batavia or its successor governmental unit, for public purposes. Any such assets not so disposed of shall be disposed by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE II — AREA OF JURISDICTION

The BATV jurisdiction shall include Batavia Township and extend to any area governed by the City of Batavia, Batavia Unified School District 101, Batavia Public Library District, and Batavia Park District.

ARTICLE III — OFFICES

The principal office of the corporation in the State of Illinois shall be located in the City of Batavia, County of Kane. The corporation shall have such other offices within the State of Illinois as the Board of Directors (“Board”) may determine or as the affairs of the corporation may require from time to time.

The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office.

ARTICLE IV — MEMBERS

The corporation shall have no members. However, the Board of Directors, by a majority vote, may recognize contributions to the corporation by an appropriate certificate of recognition which may, if the Board so desires, designate the donor as an Honorary Member of the Board. Such designation shall be honorary only and shall not create a class of membership or confer any property or voting rights.

ARTICLE V — BOARD OF DIRECTORS

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

SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS. The number of Directors shall be eleven (11). The members of the Board shall be divided into two (2) classes: Ex Officio and Appointed.

  1. The Ex Officio Directors shall be six (6) in number, as follows: one shall be a member of the Batavia Chamber of Commerce appointed by the Board of Directors or its designee; one shall be a Board member or Employee of the Batavia Unified School District 101 appointed by the Board of Education or its designee; one shall be a Commissioner or Employee of the Batavia Park District appointed by the Executive Director by authority of the Board of Park Commissioners; one shall be a Trustee or Employee of the Batavia Public Library District appointed by the Board of Library Trustees or its designee; one shall be a Board member, Officer, or Employee of Batavia Township appointed by the Township Board or its designee; and one shall be a member of the City Council[1] of the City of Batavia appointed by the Mayor and approved by the City Council.

The Ex Officio Directors shall serve at the pleasure of the governing bodies of their respective organizations, and shall serve one-year terms subject to reappointment for subsequent and/or successive terms by each one’s respective governing body and shall have voting rights the same as all Appointed Directors.

  1. The Appointed Directors shall be five (5) in number. The term of each Appointed Director shall be three (3) years, except that initial terms shall be staggered so that two (2) Directors’ terms expire in the first year, two (2) in the second year, and one (1) in the third year.

All Directors shall be appointed on the basis of their demonstrated expertise, experience, or interest in the areas of community-based, PEG access television. Appointed Directors shall be residents of the Area of Jurisdiction as defined in Article II of these bylaws.

  1. The Board may appoint a Batavia High School student to the Board of Directors to serve in an advisory capacity. The student member shall serve for a term as determined by the Board. The Board may not grant the student member any voting privileges, but shall consider the student member as an advisor. The student member may participate in or attend any executive session of the Board at the Board’s request.

SECTION 3. ANNUAL MEETING.

  1. A regular annual meeting of the Board of Directors shall be held without other notice than these bylaws on the fourth Friday in the month of September in each year, beginning with the year 2009, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
  2. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than such resolution. There shall be a minimum of four (4) regular meetings per year.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.

SECTION 5. PLACE OF MEETING. The Board of Directors may designate any place within the State of Illinois as the place of meeting for any annual meeting. If no designation is made, the place of meeting shall be the City Hall (Municipal Center) in Batavia, Illinois. The Board of Directors may provide by motion the time and place, within the State of Illinois, for the holding of additional regular meetings of the Board without other notice than such motion; but if all of the Directors shall meet at any time and place, within the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 6. NOTICE.

  1. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previous thereto by written notice delivered personally or sent by mail or facsimile or e-mail to each Director at his or her address or facsimile telephone number or e-mail address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by facsimile or e-mail, such notice shall be deemed to be delivered upon confirmation of delivery during regular business hours (8:00 a.m.-5:00 p.m, Monday through Friday).
  2. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
  3. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

SECTION 7. QUORUM. A majority of the Directors then serving on the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting to another time without further notice.

SECTION 8. 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, unless the act of a greater number is required by law or by these bylaws. No Director may act by proxy on any matter.

SECTION 9. VACANCIES. Any vacancy of Appointed Directors occurring in the Board of Directors, as well as any vacancy to be filled by reason of an increase in the number of Appointed Directors, may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of that Director’s predecessor in office. Any vacancy of Ex Officio Directors occurring in the Board of Directors shall be filled by the governing bodies of their respective organizations.

SECTION 10. RESIGNATION OR REMOVAL OF DIRECTORS. A Director may resign at any time upon written notice to the Board of Directors. A Director may be removed, with or without cause, by majority vote of the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

SECTION 11. COMPENSATION. Directors shall not receive any payment, compensation, or salaries for their services. By resolution of the Board of Directors, the Directors may be reimbursed for out-of-pocket expenses, if any, incurred on behalf of the corporation.

SECTION 12. INFORMAL ACTION BY DIRECTORS. Any action required by law to be taken at a meeting of the Directors or any action that may be taken at a meeting of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all Directors entitled to vote.

SECTION 13. PRESUMPTION OF ASSENT. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the Secretary before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

SECTION 14. CONFLICTS OF INTEREST.

  1. If a transaction is fair to the corporation at the time it is authorized, approved, or ratified, the fact that a director of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.
  2. In a proceeding contesting the validity of a transaction described in Subsection A of this Section, the person asserting validity has the burden of proving fairness unless the material facts of the transaction and the director’s interest or relationship were disclosed or known to the board of directors and the board or committee authorized, approved, or ratified the transaction by the affirmative votes of a majority of disinterested directors even though the disinterested directors were less than a quorum.
  3. The presence of a director who is directly or indirectly a party to the transaction described in subsection a of the Section or a director who is otherwise not disinterested may be counted in determining whether a quorum is present but may not be counted when the board of directors or a committee then takes action on the transaction.
  4. For purposes of this Section, a director is “indirectly” a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director, or general partner.

ARTICLE VI — OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may elect or appoint such other officers, including one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and to perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. Officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. The President and Vice President shall be elected to two-year terms in even-numbered years; the Secretary and Treasurer shall be elected to two-year terms in odd-numbered years. 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 may be created and filled at any meeting of the Board of Directors. Except for the circumstances described in Sections 3–4 herein, each officer shall hold office until his or her successor has been elected by the Board of Directors in the manner herein provided. Election of an officer shall not of itself create any contract rights.

SECTION 3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by majority vote of the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

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 remainder of the unexpired term.

SECTION 5. PRESIDENT. The President shall be the principal executive officer of the corporation. Subject to the direction and control of the Board of Directors, he or she shall be in charge of the business and affairs of the corporation, shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors, and in general shall discharge all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors. The President shall preside at all meetings of the Board of Directors. Except in cases where the authority to execute is expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation, the President may execute for the corporation any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

The President may vote all securities that the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the Board of Directors.

SECTION 6. VICE PRESIDENT. The Vice President 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 or the Board of Directors. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all 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 corporation or a different mode of execution is expressly prescribed by the Board of Directors or by these bylaws or by statute, the Vice President may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments that the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument.

In the event that there is more than one vice president, each of the vice presidents, in the order designated by the Board of Directors or in the order designated by the President if the Board of Directors has not made such designation or in the order of their seniority of tenure, may perform the above duties.

SECTION 7. TREASURER. The Treasurer shall oversee all financial records of the corporation. The Treasurer shall attest to the use of accepted accounting practices, shall verify financial statements, shall be authorized to sign all checks for expenditures, and perform such other duties as may be imposed by law or by action of the Board of Directors.

If required by the Board of Directors, the Treasurer shall give bond to faithfully discharge the duties of the office and to account to the corporation for all corporation funds coming into the Treasurer’s hands and which bond shall be in such amount and with such sureties as shall be approved by the Board of Directors. The minimum amount of the bond shall be based on 50% of the total funds received by the corporation in the last previous fiscal year.

SECTION 8. SECRETARY. The Secretary shall keep records of all meetings, act as custodian of the corporate records, post all legal notices, sign all legal documents, and perform such other duties as may be imposed by law or by action of the Board of Directors.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors. 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.

SECTION 10. SALARIES. No officer of the corporation shall receive or be paid a salary or stipend.

ARTICLE VII — COMMITTEES, COMMISSIONS,
AND ADVISORY BOARDS

SECTION 1. EXECUTIVE COMMITTEE

  1. Composition: The Executive Committee shall consist of the following officers of the corporation: President, Vice President, Secretary, and Treasurer.
  2. Duties: The Executive Committee shall have general supervision of the affairs of the corporation between meetings of the Board of Directors. The Executive Committee shall perform such duties as may be assigned to it by the Board of Directors, and shall be subject to the orders of the Board of Directors, and none of its actions shall conflict with actions taken by the Board of Directors.
  3. Reports: The Executive Committee shall report to the Board of Directors such recommendations as it may have and such actions it may have taken on behalf of the Board of Directors.

SECTION 2. OTHER COMMITTEES

  1. The Board of Directors, at its discretion, may establish by resolution adopted by a majority of the Directors in office, such other committees, standing or special, as the members or the Board of Directors shall from time to time deem necessary to carry on the work of the corporation; and such other committees shall be appointed by the President.
  2.  Each such committee shall consist of two or more Directors and such other persons as the Board of Directors designates, provided that a majority of each committee’s members are Directors.
  3. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the corporation, but the designation of any committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or them by law.

SECTION 3. COMMISSIONS OR ADVISORY BODIES. Commissions or advisory bodies not having and exercising the authority of the Board of Directors in the corporation may be designated or created by the Board of Directors and shall consist of such persons as the Board of Directors designates. A commission or advisory body may or may not have Directors as members, as the Board of Directors determines. The commission or advisory body may not act on behalf of the corporation or bind it to any actions but may make recommendations to the Board of Directors or to the officers of the corporation.

SECTION 4. TERM OF OFFICE. Each member of a committee, advisory board, or commission shall continue as such until the next annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee, advisory board, or commission shall be sooner terminated, or unless such member is removed from such committee, advisory board, or commission, or unless such member shall cease to qualify as a member thereof.

SECTION 5. CHAIR. One member of each committee, advisory board, or commission shall be appointed chair.

SECTION 6. VACANCIES. Vacancies in the membership of any committee, advisory board, or commission may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 7. QUORUM OF A COMMITTEE. Unless otherwise provided in these Bylaws or the resolution of the Board of Directors designating a committee, advisory board, or commission, a majority of the whole committee, advisory board, or commission shall constitute a quorum, and the act of majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

SECTION 8. RULES. Each committee, advisory board, or commission may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.

SECTION 9. INFORMAL ACTION. The authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the members entitled to vote.

SECTION 10. REPORTS. Each committee shall from time to time, but at least annually, report to and advise the Board of Directors on the corporation’s affairs within that committee’s particular area of responsibility and interest.

SECTION 11. PRESIDENT AS A COMMITTEE MEMBER EX OFFICIO. The President shall be ex officio a member of all committees except the Special Committee on Nominations. (In other words, the president has the right, but not the duty, of participating in the work of the committees.)

ARTICLE VIII — CONTRACTS, CHECKS,
DEPOSITS, AND FUNDS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or agent 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, and such authority may be general or confined to specific instances.

 

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation in amounts less than $1,000, shall be signed by such officer or agent of the corporation and in such manner as shall from time to time be determined by resolution the Board of Directors. In the absence of such determination by the Board of Directors and in amounts in excess of $1,000, all such instruments shall be signed by the Treasurer or an assistant treasurer and countersigned by the President, Vice President or Secretary of the corporation.

SECTION 3. DEPOSITS. All funds of the corporation shall be deposited in a timely manner 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 purposes of the corporation.

SECTION 5. RECURRING BILLS.  The Treasurer is authorized, without further approval from the Board of Directors, to pay Social Security taxes, wages, utility bills, and other recurring bills.  These disbursements shall be included in the listing of bills presented to the Board of Directors at the next regular meeting.

ARTICLE IX — BOOKS AND RECORDS

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

ARTICLE X — FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year, except that, effective 1 January 2011 and continuing thereafter, the fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XI — WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Illinois General Not For Profit Corporation Act of 1986 or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing, signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE XII — INDEMNIFICATION

SECTION 1. INDEMNIFICATION IN ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The corporation may 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 or she is or was 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 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, or 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 an in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, with respect to any criminal action or proceeding that the person had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The corporation may 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 a director, officer, 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) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, 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 interest 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.

SECTION 3. RIGHT TO PAYMENT OF EXPENSES. To the extent that a director, officer, employee, or agent of the corporation has been successful, on the merits or otherwise, in the dense of any action, suit, or proceeding referred to in Sections 1 and 2 of the Article, 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 such person in connection therewith.

SECTION 4. DETERMINATION OF CONDUCT. Any indemnification under Sections 1 and 2 of this Article (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 director, officer, employee, or agent is proper in the circumstances because he or she has met applicable standard of conduct set forth in Sections 1 and 2 of this Article. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; (b) is such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.

SECTION 5. PAYMENT OF EXPENSES IN ADVANCE. 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 director, officer, employee, 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 authorized in this Article.

SECTION 6. INDEMNIFICATION NOT EXCLUSIVE. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

SECTION 7. INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, 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 would have the power to indemnify such person against such liability under the provisions of this Article.

SECTION 8. NOTICE TO MEMBERS. If the corporation has paid indemnity or has advanced expenses under this Article to a director, officer, employee, or agent, the corporation shall report the indemnification or advance in writing to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.

SECTION 9. REFERENCES TO CORPORATION. For purposes of this Article, references to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, or agents, so that any person who was a director, officer, employee, or agent of such merging corporation or was serving at the request of such merging corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

SECTION 10. OTHER REFERENCES. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation that imposes duties on or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article.

ARTICLE XIII — PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall guide the corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the corporation may adopt.

ARTICLE XIV — AMENDMENTS TO BYLAWS

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors unless otherwise provided in the articles of incorporation or the bylaws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

 

 

Approval History:

  • Supersedes the original bylaws, which were adopted on Thursday, 23 September 1999; revised on Friday, 19 November 2004; revised on Friday, 25 February 2005; and repealed on Friday, 27 March 2009
  • Adopted on Friday, 27 March 2009; revised on Friday, 30 July 2010; revised on Friday, 23 September 2011
  • Revised Article VIII on Friday, 26 October 2012


[1]According to the Illinois Municipal Code [65 ILCS 5 / 3.1], “In all cities incorporated under this Code there shall be elected a mayor, aldermen, a city clerk, and a city treasurer” (Section 3.1–15–5); and, “The city council shall consist of the mayor and aldermen” (Section 3.1–40­5). For purposes of these Bylaws, “member of the City Council” means “Alderman.”

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