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Friends of Crab Orchard National Wildlife Refuge, Inc.

Article I

NAME AND LOCATION

The organization shall be a not for profit corporation known as Friends of Crab Orchard National Wildlife Refuge, Inc., located in Williamson County, Illinois.

Article II

PURPOSE

1. Said corporation is organized exclusively for educational and charitable purposes withing the meaning of Section 501 (C)(3) of the Internal revenue code of 1954. No part of the net earning of the corporation shall inure to the benefit of , or be distributable to its members, directors officers, of other private persons, except that the corporation shall be authorized and empowered to reasonable compensation for services rendered and to make payment in distribution and in furtherance of the purposes set forth above. 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 the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles, the corporation shall not carry on any other activities not permitted to ve carried on (a) by a corporation exempt form federal income tax under 501 (c) (3) of the Internal Revenue Code of (b) by a corporation contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code. On dissolution of the corporation the board of directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively of the purposes of the corporation in such manner, or to such organization of organization organized and operated exclusively for charitable of educational purposes and shall at the time qualify as an exempt origination or organization under Section 501 (c) (3) of the Internal Revenue Code, as the board of directors shall determine.

Article III

MEMBERSHIP

1. Any individual or organization approving of the objectives of the Corporation and who is willing to assist the Corporation in its activities shall be eligible for membership.

2. Classes of annual membership are as follows:


a. Individual $10.00 per year

b. Life Time $250.00

c. Business(non-voting) $100.00 per year


3. The membership year shall commence on January 1st. Membership dues shall be set by the Board of Directors. Membership shall be effective on receipt of membership application and payment of dues. Renewal of membership shall be by payment of dues.

4. Only members in good standing shall be eligible to participate in business meetings, or serve in any of the Corporation's elective or appointive positions. Members in default of dues payment for more than six months shall be dropped from the rolls.

5. All members in good standing shall be eligible for a ten (10%) percent discount on all books or other items offered for sale by the Corporation.

Article IV

MEETINGS

1. The annual meeting of the Corporation shall be held in October at a date, time and place to be designated by the Board of Directors with written notice to each member at least 30 days prior to the meeting.

2. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each calendar.

3. General membership meetings may be called by the Board of Directors with at least 30 day prior written notice to the members.

4. A minimum of five members constitute a quorum.

Article V

BOARD OF DIRECTORS

1. The Board of Directors shall consist of Nineteen (19) elected members. Their term of office for the Board shall be two years. Directors may be re-elected. Designated representatives of the U.S. Fish and Wildlife Service may serve as ex-officio members of the Board without vote.

2. Duties of the Board of Directors shall be:

a. To transact all necessary business between the Corporation annual meetings.

b. To control the property and other assets of the Corporation.

c. To determine the policies and objectives of the Corporation.

d. To appoint an independent auditor who is not a member of the Board of Directors to dit the Corporate accounts yearly and to report to the Executive Board. A copy of the audit shall be filed in the permanent records of the Corporation.

e. To fill vacancies of the Board of Directors until the next annual meeting.

f. To authorize any officer or officers, agent or agents of the corporation, to enter into any contract of 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.

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

h. Parliamentary procedures at all meetings of directors and of members shall be in accordance with Robert=s Rules of Order as revised from to time to time, as nearly as may be.


3. The Board of Directors shall meet as lest once each month or as agreed upon by Board members.

Article VI

OFFICERS

1. The officers of the Corporation shall consist of a President, two (2) Vice-Presidents, Secretary and Treasurer, who shall be elected every two (2) years by the Board of Directors at a meeting to be held as soon as practicable after the annual membership meeting. Officers shall serve until their successors are chosen or until their term as Director expires.

2. Duties of the President shall be:

a. Preside at all meetings of the membership and attend all Board of Directors meetings.

b. Assign specific responsibilities to other Board members as he or she may choose.

c. Carry out any additional duties designated by the Board of Directors or usual to that office.


3. Duties of the Vice-President shall be:

a. Assume the duties of the President in his absence.

b. Act as an aide to the President.

c. Carry out any additional duties designated by the Board of Directors or usual to that office.


4. Duties of the Secretary shall be:

a. Keep a record of the proceedings of meetings of the Corporation and Board of Directors.

b. Be responsible for handling and reporting correspondence.

c. Be responsible for keeping the membership rolls and sending notices of the annual meeting or special membership meetings.

d. Carry out any additional duties designated by the Board of Directors or usual to that office.


5. Duties of the Treasurer

a. Receive and be custodian of all moneys of the Corporation and shall deposit in the name of the Corporation in such bank as the Board may select, except for such cash on hand as may be necessary for carrying on the Corporation business.

b. Expenditures for the normal conduct of providing and selling books and others materials, as described in Article IIa, and amounting to two hundred ($200.00) dollars of less each shall be approved and paid by the Treasurer, or in his or her absence, by the President or Vice-President, and reported at the next regular Board meeting. Expenditures for material to be donated to the U.S. Fish and Wildlife Service, as described in Article IIb, and any single expenditure in excess of two hundred ($200.00) dollars shall be authorized by the Board of Directors or, in the case of great urgency, countersigned by the President or Vice-President and justified at the next Board meeting.

c. Carry out any additional duties designated by the Board of Directors or usual to that office.


Article VII

OPERATING STAFF

1. The Board of Directors may appoint such operating staff as it deems desirable, who may or may not be members of the Corporation and who may be compensated or serve voluntarily.

2. The Board of directors may assign specific responsibilities to any operating staff as the Board may so decide, including but not limited to, assisting the Secretary and/or Treasurer in any of their duties as described in Article VI, Section 4 and 5.

3. The Board of directors may relieve any operating staff of their responsibilities without cause on thirty (30) days notice or immediately with cause except in the latter case, such staff shall be allowed to meet with the Board of Directors within ten (10) days of such discharge to respond to charges.

Article VIII

COMMITTEES

1. Creation of Committees. The President shall, with the approval of the Board of Directors, appoint from the Members suitable committees for the affairs of the Corporation. The committees shall have such powers and duties as are lawfully delegated to them by the President with the approval of the Board of Directors. The President shall be an ex -officio member of each committee, but shall have no right to vote at a committee meeting. The Chairperson of each committee shall be a Board member.

2. Standing Committees. Each year, immediately after being elected, the President shall appoint the following standing committees, each of which shall have at least one Director as a member, and which shall have the following duties:

(a) Finance & Planning Committee shall keep itself informed of the financial position and affairs of the Corporation; pursue collection of monies from those Members of the Corporation who are delinquent; make such reports to the Board as may be required by the Board; prepare and present to the Board a recommended budget of estimated income and expenditures for the fiscal year of the Corporation; and generally, have such other and further duties as may be hereafter assigned to it by the Board.

(b) Nominating Committee of three (3) Members shall be appointed annually by the President with the approval of the Board of Directors, which shall present to the Annual Meeting a recommendation of Directors to be elected at the Annual Meeting. Any nominations shall require the consent of the person being nominated.

3. Other Committees. The President may appoint such other committees, with the approval of the Board, as the President deems necessary or advisable, which shall have such powers and duties as the President shall determine, with the approval of the Board. Such other committees shall have such functions and may exercise such power of the President or Board of Directors as can be lawfully delegated by them.

4. Meetings. Regular meetings of the committees may be held without notice at such time and at such place as shall from time to time be determined by the Committees, and special meetings of the committees may be called by any member thereof upon seven (7) days' notice to the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in these Bylaws pertaining to notice for Directors' meetings.

5. Vacancies. Vacancies on the committees shall be filled by the President appointing a member to fill the vacancy.

6. Quorum. At all meetings of each committee, a majority of the committee's members then in office shall constitute a quorum for the transaction of business.

7. Manner of Acting. The acts of a majority of the members of each committee present at any meeting at which there is a quorum shall be the act of such committee.

8. Minutes. If requested by the Board of Directors, the committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.



Article IX

INDEMNIFICATIONS

1. The Corporation will indemnify its Directors, officer, employees, and agents to the fullest extent permitted by the laws of the State of Illinois for civil, administrative or investigative proceedings in which the director, officer, employees of agent is made a part or threatened to be made a part by reason that he is or was a Director, officer, employee or agent or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, join venture, trust or other enterprise.

2. The Corporation may purchase and maintain though an insurance company licensed to transact business in Illinois, insurance on behalf of any person who is or was after the enactment of this bylaw, a Director, officer, employee or agent of the Corporation; or who is or was after the enactment of this bylaw, 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 him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether of not the corporation would have the power to indemnify him/her against such liability under the laws of the State of Illinois.

3. Upon notice that a Director, officer employee or agent of the Corporation is a party or is threatened to be made a party to any threatened, pending or completed action or suit, civil, administrative or investigative, by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, the Corporation Shall indemnify him/her against expenses (including attorney=s fees), judgements, fines, amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to the best interest of the Corporation, and with respect to any action or proceeding, had not reasonable cause to believe his/her conduit was unlawful.

4. Any indemnification under Number 3 above (unless ordered by a court) shall be made by the Corporation only as authorized 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 the he/she is entitled to be indemnified, and upon a determination that indemnification is proper in the circumstances because he/she has met the standard of conduct set for in Number 2 above. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in written opinion.

Article X

AMENDMENTS

These By-Laws may be altered, amended or repealed, in whole or in part, by the affirmative vote of a majority of the members present at any Meeting of the Member at which a quorum is present, provided that the notice of the meeting contains a statement of the proposed alteration or amendment. The Directors may also make, amend or repeal these By-laws in whole or in part and shall give written notice of such action to the membership not later than the time of giving notice of the next Meeting of Members. Any such alteration, amendment or repeal by the Directors must then be ratified at the next Meeting of Members by the affirmation vote of a majority of the members present, provided that a quorum is present at such meeting in order to be valid. Notwithstanding the above provisions of the Article X, any alteration, amendment or repeal of a BY-law by the Directors as provided for in this Article X shall be valid and give full force and effect until the next Meeting of Members.

The foregoing were adopted as the By-Laws of Friends of Crab Orchard Refuge, Inc., a Corporation not for profit under the Laws of the State of Illinois, at the meeting of the Board of Directors, on the 4th day of January, 2001.

 
 
 
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