CIVIC PRIDE
The Monthly Newsletter of the
Northbrook Civic Foundation
December 2016
CIVIC Meetings NEXT MEETING: December 12th, 2016 @ Pinstripes
CIVIC meets the Second Monday of Every Month except August August is set aside for Northbrook Days
Board Meeting Starts at 6:30 p.m. Membership Meeting Starts at 7:30 p.m.
in this issue...
Presidents’ Message
The Minutes
Amended and Approved Bylaws
Invitation for December Meeting
LETTER FROM THE PRESIDENT
December, 2016
New to the Annual Meeting:
Toys for Tots
Please bring a new, unwrapped toy for a child ages 1 to 18, which might only receive that one gift for the holidays. or
Orphans of the Storm Shelter Blankets or comforters, dog or cat treats, towels, gift cards for gas, Target, Costco, Walmart, Sam's Club. Tim & Laura Witt and Sandie & Steve Huberty have generously offered their time to get the collected items to their respective places. Our hope is to make this an annual event, picking one or two charities that could use assistance during the holiday season. If you do not wish to purchase a toy or donate items to the shelter, we would appreciate a $5.00 donation. Let’s make this year great for everyone. The invitation is attached in this Civic Pride edition. We are looking forward to giving out some great volunteer awards and also to our Annual Election. Please make sure you attend. Hope each of you has a Happy and Healthy New Year and look forward to Civic 2017!
Let’s keep the giving going! Matthew A Settler Civic President Civic President
NORTHBROOK CIVIC FOUNDATION
BOARD MEETING MINUTES 11-14-16
Attendance:
President: Matt Settler-Yes Director: Bruce Brown-Ye Vice President: TJ Vering-No Director: Gerry White-Yes Treasurer: John Rupley-Yes Director: Barbara Levinson-No Secretary: Sandie Huberty-Yes Director: Tim Witt-Yes Past President: Pete Amarantos-Yes Guests:
The meeting was called to order at 6:31PM by President Matt Settler. Minutes: A motion to approve the Board Minutes for September was made by Bruce Brown and seconded by Tim Witt. Motion approved.
Correspondence: Incoming: Request from Hunger Resource Network for a donation to their Stone Soup project.
Treasure’s Report: October Presented by: John Rupley
Previous month’s available funds $199,615.67 Income $ 93.67 Expenses $ 7,949.77 Outstanding projects or scholarships $ 4,000.00 Current month’s available funds $191,759.57
We did not have an accounting of the building account, because the statements have not arrived. John Rupley is going to go to the bank and get Civic internet access to the account for statement purposes. A motion to approve the Treasure’s Report for August and September was made by Tim Witt and seconded by Bruce Brown. Motion approved. The following bills were submitted for approval:
Payee Description Amount
John Alvarado & Assoc. Monthly Accounting & Tax Retunrs $975.00 Northwestern University Josiah Yoo-Scholarship $2,000.00 Boston University Jungeon Lee-Schoalrship $2,000.00 Sunset Foods Monthly Meeting Food $44.21
A motion to approve the bills as submitted was made by Barbara Levinson and seconded by Gerry White. Motion approved.
Committee Reports: Adopt-A Highway: Next one will be in 2017; We will need to get dates of Earth Day from Village Hall Awards: Thank you to Sandie Huberty for getting notices out; to date, we have received not responses. We will
do one more email blast to get the word out. The awards dinner will be held at Pinstripes on December 12, at 7:00pm.
Audit/Insurance: We have received the feed back for our annual audit. John Rupley to review and report back
at the November meeting. Building: No progress with the village regarding a new lease. We are currently taking a wait and see approach.
Communication between Mike Marzigliano and the Chamber is much better,
Membership: No report. Programs: Suzanne Reszko would like to speak possibly at the February meeting. Barb Levinson believes that
she may have a person for one of our 2017 meetings Publicity: No report Northbrook Days: We had a great brain storming meeting at our last meeting. A lot of great ideas. We are
looking for assistance with Grand Prize. Recycling: No dates have been set for 2017 Social: The annual meeting will be at Pin Stripes on Monday, December 12, 2016. Please plan to attend. Nominating Committee: The committee will be reporting during the regular meeting Scholarship: Deb Ford to give presentation during our regular meeting tonight.
Old Business: The adoption of the Amended By Laws will take place tonight during our regular meeting. New Business: President Settler will be working on the proposed budget for 2017.
Adjournment:
A motion to adjourn the board meeting was made by Barbara Levinson and seconded by John Rupley. Motion was approved. Meeting adjourned at 7:04 pm.
Submitted by: Sandie Huberty Northbrook Civic Foundation Secretary
NORTHBROOK CIVIC FOUNDATION
GENERAL MEMBERSHIP MEETING MINUTES 11-14-16
Call to Order: The meeting was called to order at 7:31PM by President Matt Settler. Program: Deb Ford, Scholarship Committee Chairperson gave a presentation of how Civic makes their
scholarship winner choices. The process begins in the January – February time frame with reaching out to the high schools for potential candidates. The committee then meets at the end of April on a Saturday to read, review and pick potential winners. This process usually takes approximately 5 hours to do. Scholarship awards are given out at the annual Senior Awards Ceremony.
If you are looking to get more involved, please reach out to Deb Ford and volunteer. Minutes:
A motion to approve the minutes as was made by Mike O’Connell and seconded by John Quinn. Motion Approved. Introduction of Guests: None
Correspondence: Incoming: Request from Hunger Resource Network for a donation to their Stone Soup project Outgoing: None
Treasure’s Report: October Presented by: John Rupley
Previous month’s available funds $199,615.67 Income $ 93.67 Expenses $ 7,949.77 Outstanding projects or scholarships $ 4,000.00 Current month’s available funds $ 191,759.57
A motion to approve the Treasure’s Report for July was made by Fred Lafnitzegger and seconded by Lucy Schmidt. Motion approved. The following bills were submitted including those over $200.00for approval
Payee Description Amount
John Alvarado & Assoc. Monthly Accounting & Tax Retunrs $975.00 Northwestern University Josiah Yoo-Scholarship $2,000.00 Boston University Jungeon Lee-Schoalrship $2,000.00
A motion to approve the bills as submitted was made by Fred Lafnitzegger and seconded by Lucy Schmidt . Motion approved.
Committee Reports: Adopt-A Highway: Next one will be in 2017; We will need to get dates of Earth Day from Village Hall Awards: Thank you to Sandie Huberty for getting notices out; to date, we have received not responses. We will
do one more email blast to get the word out. The awards dinner will be held at Pinstripes on December 12, at 7:00pm.
Audit/Insurance: No report
Building: No progress with the village regarding a new lease. We are currently taking a wait and see approach.
Communication between Mike Marzigliano and the Chamber is much better that we are in need of a new one. We are still working with the village on a revised lease for the building.
Friendship: A card has been sent to Mort Wax. Ken Chase is home.. Ken Chase is in the hospital. The Chase’s are asking for no visitors, but cards are appreciated. John
Quinn will keep us apprised of Ken’s health.
General Projects: No report, Lucy Schmidt will get mail to Ken Cooke Major Projects: No Report Membership: No Report. Program Suzanne Reszko would like to speak possibly at the February meeting. Barb Levinson believes that
she may have a person for one of our 2017 meetings. Publicity: Mark Spencer working on the final ad thanking our sponsors. T Northbrook Days: We had a great brain storming meeting at our last meeting. A lot of great ideas. We are
looking for assistance with Grand Prize. . Recycling: No dates have been set for 2017 Scholarship: The final two checks for the scholarship winners were issued at tonight’s meeting. Golf: None Social: The annual meeting will be at Pin Stripes on Monday, December 12, 2016. Please plan to attend. Nominating Committee: Nomination were sent to members. The committee received back a good amount.
The committee consisted of Mike O’Conell, Jodie Dinelli and John Quinn. The nominating committee recommends the following slate of candidates:
TJ Vering, Vice President, Treasurer Jerry White, Directors Dmitry Fabysh, Jim Pugh After a short discussion there was concern from some members that this was not going to be an actual
election and just a vote for the slate. Matt Settler to get with the nominating committee to address this concern.
Old Business: A motion to approve the Amended by Laws as presented was made by Matt Settler This motion was seconded by Ken Kadleck with the stipulation that the correction of some grammatical errors be made. Motion Approved
Pot-O Gold Winner: John McCormick-money to be donated to Toys for Tots Adjournment:
A motion to adjourn the board meeting was made by TJ Vering and seconded by Bruce Brown. Motion was approved. Meeting adjourned at 8:45 pm.
Submitted by: Sandie Huberty Northbrook Civic Foundation Secretary
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BY-LAWS OF THE
NORTHBROOK CIVIC FOUNDATION AS AMENDED November 14th, 2016
A Corporation under the Illinois General
Not-For-Profit Corporation Act
BYLAWS
ARTICLE I
Name
In accordance with the Articles of Incorporation heretofore issued by the Illinois
Secretary of State, the name of this organization shall be “Northbrook Civic Foundation”.
It shall be referred to in these By-Laws as "CIVIC."
ARTICLE II
Corporate Purposes
The Northbrook Civic Foundation was originally established in 1907 as the Shermerville
Improvement Club. The CIVIC name was adopted in 1925.
The purpose of CIVIC is to provide a medium through which members may:
A. Encourage awareness, volunteerism, leadership and community involvement by
the members of CIVIC.
B. Raise funds to donate back to the community for the purposes of providing
scholarships, supporting and improving Life in the Northbrook and promoting
high ethical standards.
C. Disseminate information of interest and concern to all members and the
community.
D. Promote and protect the combined interests of CIVIC.
ARTICLE III
Offices
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A. CIVIC shall have and continuously maintain in the State of Illinois a registered
office, and a registered agent whose office is identical with such registered office,
as required by the Illinois Nonprofit Corporation Act. The registered office may
be, but need not be; identical with the principal office in the State of Illinois, and
the address of the registered office may be changed from time to time by the
CIVIC Board.
B. The principal office of CIVIC shall be located at 2002 Walters, Northbrook, IL
60062 or at such other place as the CIVIC Board of Directors may determine at
any time and from time to time. CIVIC may have such other offices as the Board
of Directors may determine or as the affairs of CIVIC may require from time to
time.
ARTICLE IV
Term
The term for which CIVIC is to exist is perpetual.
ARTICLE V
Dissolution
In the event of dissolution of CIVIC, all of its assets and property of every nature and
description whatsoever remaining after the payment of liabilities and obligations of
CIVIC, but not including assets held by CIVIC under the condition requiring return,
transfer or conveyance, which occurs by reason of the dissolution of CIVIC, shall be paid
over and transferred to a corporation or other entity selected by CIVIC’s Board of
Directors, exempt from tax as a charitable or educational organization under Section
501(c)(3) of the Internal Revenue Code, having substantially similar purposes and no
portion of said assets and property shall inure to the benefit of any member of CIVIC or
any enterprise organized for profit.
ARTICLE VI
Members
SECTION 1. CLASSES OF MEMBERS
CIVIC shall have three classes of Members:
(A) Active Member - Prior to any election, an applicant shall attend at least two
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meetings of CIVIC as a guest; or shall attend at least one meeting of CIVIC as a
guest and shall have worked on behalf of CIVIC at any previous Northbrook Days.
The Membership Committee shall interview the applicant to outline the activities
of CIVIC to confirm the fact that the applicant understands and endorses the
purposes of CIVIC. After all qualifications have been met, the Membership
Committee Spokesperson shall present the applicant to the general membership
for acceptance. The applicant must be present when voted upon. A majority vote
by Voting Members at any regular or annual meeting shall effect membership.
(B) Lifetime Member - Any Active Member who has been a Member in Good
Standing and served CIVIC for at least twenty (20) years is eligible for this special
classification. The Membership Committee shall recommend Lifetime Members.
(C) Honorary Member - Any person, excluding Active or Lifetime Members, who has
brought recognition to CIVIC, or has been unusually active in his service rendered
to any of the objects of the purpose of these By-Laws, is eligible for membership
as an Honorary Member. This Membership may be elected by a majority vote of
Voting Members at any regular or annual meeting of CIVIC. This classification of
member shall not be included on the official roster of members, nor shall they
receive routine correspondence.
(D) Junior Membership- made up of 13 to 17 year olds.
SECTION 2. QUALIFICATION OF MEMBERS
A. All Active Members shall aspire to follow all the Laws of the State of Illinois and
be at least 18 years of age.
B. An application for membership shall be secured from the Membership
Committee via electronic or mail, filled out by the applicant, and then returned to
the Committee for consideration.
C. All Active membership applications shall be accompanied by the payment of
dues which shall be refunded in the event membership is denied.
SECTION 3. VOTING RIGHTS
A. Active Members shall be entitled to vote upon all matters properly brought
before them.
B. Lifetime Members shall be entitled to vote upon all matters properly brought
before them.
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C. Honorary Members shall have no voting rights.
D. Junior Members shall have no voting rights.
E. The term used throughout these By-Laws as "Voting Member" means any
Member with a right to vote as described in this Section.
SECTION 4. DUES
A. Dues shall be set by the Board of Directors and presented to the membership for
approval no later than the September regular meeting for finalization by the
October regular meeting. All applications for membership accompanied by dues
shall be payment for dues for the calendar year when membership is accepted.
There shall be no proration of dues, except that dues paid by new members
during the last calendar quarter shall be considered paid through the next
calendar year.
B. All dues shall be payable annually on or before the regular February meeting of
CIVIC. Delinquent dues shall cause the former Active Member to forfeit all active
membership rights until said dues are paid. All rights shall be reinstated upon
payment of all delinquent dues, provided that the delinquency did not exceed
two (2) years.
C. Lifetime Members shall not be required to pay dues.
D. Junior Members shall not be required to pay dues.
E. Honorary Members shall not be required to pay dues.
SECTION 5. DUTIES AND OBLIGATIONS OF ACTIVE MEMBERSHIP
A. Active Members shall pay dues within the time set forth in Section 4 of this
ARTICLE VI.
B. Active Members shall attend as many meetings as possible. However, if in any
year an Active Member fails to attend at least one (1) regular meeting and work
on or for Northbrook Days or other fundraising activities, the membership of
such Active Member may be terminated, pending a review by the Board of
Directors.
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C. Active Members shall return mail ballots. Failure to return three (3) consecutive
mail ballots will result in termination of the membership of such Active Member,
pending a review by the Board of Directors.
SECTION 6. RESIGNATION
Any member may resign by filing a written resignation with the Secretary, but such
resignation shall not relieve the member so resigning of the obligation to pay any dues,
assessments or other charges theretofore accrued and unpaid.
SECTION 7. TERMINATION OF MEMBERSHIP
The CIVIC Board of Directors, by a vote of two-thirds (2/3) of all members of the Board,
may suspend or expel a member for cause after an appropriate hearing, and may, by a
majority vote of those present at any regularly constituted Board of Directors meeting,
terminate the membership of member who becomes ineligible for membership, or
suspend or expel any member who shall be in default in the payment of dues for the
period fixed in Article 4 of these bylaws.
SECTION 8. REINSTATEMENT
Upon written request signed by a former member and filed with the Secretary, the
Board of Directors may, by the affirmative vote of two-thirds (2/3) of the members of
the Board of Directors, reinstate such former member to active membership upon such
terms as the Board of Directors may deem appropriate.
SECTION 9. TRANSFER OF MEMBERSHIP
Membership in CIVIC is not transferable or assignable.
SECTION 10. NO STOCK CERTIFICATES
No stock certificates of CIVIC shall be required.
ARTICLE VII
Meetings
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SECTION 1. ANNUAL MEETING
The annual meeting of the members shall be held on the second Monday of December
of each year for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If such day is a legal holiday, the meeting
shall be held at the same hour on the next succeeding business day. If the election of
directors shall not be held at the December annual meeting, or any adjournment thereof
for whatever reason, the Board of Directors shall cause the election to be held at a
special meeting or the next regular meeting of the members as soon thereafter as
conveniently may be practical.
SECTION 2. GENERAL MEMBERSHIP MEETINGS
The regular meeting shall be held on the second Monday in each month. If any regular
meeting falls on a legal holiday, it may be postponed to a date to be determined by the
Board of Directors. In the event a regular meeting shall be postponed for any reason, it
shall be held within the same month as the postponed meeting. No regular meeting
shall be held during the month in which Northbrook Days is conducted.
SECTION 3. SPECIAL GENERAL MEMBERSHIP MEETINGS
Special meetings of the members may be called either by the President or the Board of
Directors or not less than one-tenth (1/10) of the members having voting rights.
SECIION 4. TIME AND PLACE OF GENERAL MEMBERSHIP MEETINGS
The Board of Directors shall designate the time and place for all annual, regular or
special meetings, provided that all such meetings shall be within the state of Illinois.
SECTION 5. NOTICE OF GENERAL MEMBERSHIP MEETINGS
A. Annual Meeting - Written or electronic notice stating the place, date and hour of
the Annual Meeting of members shall be delivered to each member entitled to
vote at such meeting not less than seven (7) days and not more than sixty (60)
days before the date of the Annual Meeting.
B. All Other Meetings - Written or electronic notice stating place, date and hour of
any meeting, including recessed, adjourned or continued meetings of members
shall be delivered to each member entitled to vote at such meeting not less than
five (5) nor more than forty (40) days before the date of such meeting. In case of
a special meeting or when required by statute or by these By-Laws, the purpose
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for which the meeting is called shall be stated in the notice. If mailed or emailed,
the notice of a meeting shall be deemed delivered when deposited in the United
States mail addressed to the member at his address at it appears on the records
of CIVIC, with postage thereon prepaid or emailed.
SECTION 6. GENERAL MEMBERSHIP MEETINGS QUORUM
Members, other than the current Officers and other Board of Directors members,
holding one-tenth (1/10) of the total vote of CIVIC membership shall constitute a
quorum at any General membership meeting. If a quorum is not present at any meeting
of the General members, a majority of the members present may adjourn the General
Membership meeting at any time without further notice. At any adjourned General
Membership meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original General Membership
meeting; withdrawal of members from any General Membership meeting shall not cause
failure of a duly constituted quorum at that meeting.
SECTION 7. GENERAL MEMBERSHIP PROXIES
Proxy voting shall not be permitted at any General Membership or Board of Directors
meetings. A ballot shall not be considered a proxy.
SECTION 8. VOTE - GENERAL MEMBERSHIP MEETINGS OF MEMBERS
All issues and resolutions shall be decided by an act of a majority vote by voting
members present at a General Membership at which a quorum is present shall be the
act of the Members, unless otherwise provided in these By-Laws.
SECTION 9. RULES
The proceedings of all meetings shall be governed by provisions of these bylaws and by
the latest edition of Robert’s Rules of Order.
ARTICLE VIII
Board of Directors
SECTION 1. GENERAL POWERS OF BOARD OF DIRECTORS
The affairs of CIVIC shall be managed and directed by its Officers and Board of Directors
or anyone so appointed by the Board of Directors. The officers and directors shall
constitute the Board of Directors.
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SECTION 2. NUMBER, TENURE AND QUALIFICATIONS OF BOARD OF DIRECTORS
The number of directors shall be nine (9). Four (4) of the nine (9) directors shall be
officers: (President, Vice President, Secretary and Treasurer). The immediate past
president shall also be one of the nine (9) directors. Each director shall be a voting
member and shall hold office until December 31st annually. Newly elected officers and
directors shall be installed at the initiation of new business at the Annual Meeting;
however, their term of office shall commence January 1st annually. Five (5) board
members must reside in Northbrook. Starting in 2016 the Board shall switch to two (2)
year staggered terms. In 2016 two (2) of the current directors shall stay on the Board for
an additional year and the other two (2) directors shall be elected for a two (2) year
term. The President and Secretary shall stay on the Board for an additional year and the
Vice President and Treasurer shall be elected for a two (2) year term.
SECTION 3. REGULAR MEETING OF BOARD OF DIRECTORS
A regular meeting of the Board of Directors shall be held during each month on the
second Monday, except that no such regular meeting shall be held during the month in
which Northbrook Days is conducted. The Board of Directors shall notify the
membership two (2) months prior to any change of the date, time and place of regular
meetings of the Board of Directors which are to occur for the remainder of such
calendar year by electronic or written notice. All regular meetings of the Board of
Directors shall be held within the state of Illinois.
SECTION 4. SPECIAL MEETING OF BOARD OF DIRECTORS
A special meeting of the Board of Directors may be called by or at the request of the
President or any two 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. All special meetings shall be held in the state of Illinois.
SECTION 5. NOTICE OF SPECIAL MEETING OF BOARD OF DIRECTORS
Notice of any special meeting of the Board of Directors shall be given at least five (5)
days previously thereto by electronic or written notice to each director at his address as
shown by the records of CIVIC. 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. Notice of any special meeting of the Board of Directors may
be waived in writing signed by the person or persons entitled to the notice either before
or after the time of the meeting. The attendance of a director at any meeting shall
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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. 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 By-Laws.
SECTION 6. QUORUM
Five (5) members of 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 director’s present may adjourn
the meeting to another time without further notice.
SECTION 7. MANNER OF ACTING
The act of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the act of a greater number is required
by statute, these By-Laws, or the Articles of Incorporation.
SECTION 8. VACANCIES
Any vacancy occurring on the Board of Directors shall be filled by the Board of Directors
by a majority vote. A director appointed to fill a vacancy shall serve the unexpired term
of office.
SECTION 9. COMPENSATION
Directors shall not receive any stated salaries or compensation or other remuneration
for their services. However, the Board of Directors may authorize reimbursement of
actual expenditures to persons who have expended funds for CIVIC purposes.
SECTION 10. DISBURSEMENT APPROVAL
Except as is provided in this Section 10 and in Article XII Donations and Distributions,
the Board of Directors shall not make any disbursements without the prior approval of
the Voting Members. However, the Board of Directors may incur and approve, without
such approval of the Voting Members, any disbursement on behalf of CIVIC which is not
in excess of two thousand five hundred dollars ($2,500.00) as long as the expenditure is
a line item in the approved budget. The Board of Directors shall either approve or
disapprove all other CIVIC disbursements except the funds of Northbrook Days or other
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fund raising event(s) only after such disbursements are approved by the membership.
Such approval shall be given at the time of the acceptance of the budget by the voting
membership, provided that aggregate disbursements for each line item cannot exceed
the amount budgeted without prior approval of the membership. In the event that any
disbursement voted by the membership out of any Fund shall fail to secure the
disbursement approval of the Board of Directors, it may again be submitted at the next
regular or special meeting of the membership and a subsequent affirmative majority
vote will be sufficient to override the disapproval of the Board of Directors.
SECTION 11. ELECTION AND TERM OF OFFICE - OFFICERS AND OTHER DIRECTORS
A. Election at Annual Meeting - The officers shall be elected annually and staggered,
the directors of the Corporation shall be elected bi-annually and staggered by
the Voting Members at the annual meeting. If the election of officers and
directors shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Vacancies may be filled or new offices created
and filled at any meeting of the Board of Directors. Each officer and director shall
hold office from January 1st to December 31st or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided. Election
of officers and directors shall not of itself create contract rights.
B. Nominating Committee - At least sixty (60) days prior to the date of the annual
meeting, the president shall appoint a Nominating Committee of at least three (3)
Voting Members, which appointment shall be subject to the approval of the
Board of Directors. Such Nominating committee shall report their nominations
for the elective officers at the regular November meeting each year. The
nominating committee shall meet via electronic methods or in person.
C. Other Nominations - Any Voting Member of CIVIC in good standing may be
nominated for an elective office, provided such nomination is in writing and is
signed by five (5) members entitled to vote and such written nomination is
delivered to the President or sent by certified mail not less than five (5) days prior
to the annual meeting.
D. Conduct of Elections - All contested elections of the officers and directors shall
be by secret ballot, and the candidates receiving the majority number of votes
shall be elected to the respective office for which they are candidates. If no
additional nominations are received, the candidates may be voted in by a hand or
voice majority vote.
SECTION 12. REMOVAL
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Any officers and other directors elected or appointed by the Board of Directors may be
removed by the Board of Directors by a two-thirds (2/3) vote whenever in its judgment
the best interest of CIVIC would be served thereby, but such removal shall be without
prejudice to the rights, if any, of the person so removed. In addition, voting membership
may remove an officer or director by a vote of two-thirds (2/3) of the voting members
present at a duly called membership meeting, for which at least twenty (20) days notice
has been given by mail or electronic, and said action does not require the confirmation
of the remaining Board of Directors.
SECTION 13. RETIRING OFFICERS
Retiring Presidents, Vice Presidents, Treasures and Secretaries shall turn over to their
successors all files and records of CIVIC in their possession immediately upon leaving
office.
ARTICLE IX
Officers
SECTION 1. OFFICERS
The officers of CIVIC shall consist of the following: President, Vice President, Treasurer,
and a Secretary. Officers whose authority and duties are not prescribed in these By-Laws
shall have the authority to perform the duties prescribed, from time to time, by the
Board of Directors. No two (2) or more offices may be held by the same person.
SECTION 2. TERM
No person shall be elected to an office unless he shall be a member for at least one (1)
calendar year. Officers shall be Voting Members. Each officer is entitled to one (1) vote.
SECTION3. PRESIDENT
The President shall be the principal executive officer of CIVIC. Subject to the direction
and control of the Board of Directors, the President shall be in charge of the business
and affairs of CIVIC; the President 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; the President
shall appoint committee chairs, and, in general, the President shall discharge all duties
incident to the office of the President and such other duties as may be prescribed by the
Board of Directors. the President shall preside at all meetings of the members and of the
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Board of Directors. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of CIVIC or a different mode of
execution is expressly prescribed by the Board of Directors or these By-Laws, the
President may execute for CIVIC any contracts, deeds, mortgages, bonds, or other
instruments which the Board of Directors has authorized to be executed, and the
President may accomplish such execution either with or without the seal of CIVIC with
the Secretary.
SECTION 4. VICE PRESIDENT
The Vice President shall act in the absence of the President and assist the President in
the discharge of his duties as the President may direct and shall perform such other
duties as from time to time may be assigned to him by the President or by the Board of
Directors. In addition, the Vice President shall be responsible for preparing and
maintaining an inventory which describes the property of the Corporation and the
location of such property, for maintaining in full force and effect such insurance with
respect to the property of CIVIC as the Board of Directors may from time to time deem
appropriate, and for leasing the property of CIVIC upon such terms and conditions, and
to such persons and entities, as the Board of Directors may from time to time deem
appropriate. In the absence of the President or in the event of his inability or refusal to
act, the Vice President shall perform the duties of the President and when so acting,
shall have all the powers of and be subject to all of the restrictions upon the President.
Except in those instances in which the authority to execute is expressly delegated to
another officer or agent of CIVIC or a different mode of execution is expressly
prescribed by the Board of Directors or these By-Laws, the Vice President may execute
for CIVIC any contracts, deeds, mortgages, bonds or other investments which the Board
of Directors has authorized to be executed, and he may accomplish such execution
either under or without the seal of CIVIC.
SECTION 5. TREASURER
A. The Treasurer (or his designee as appointed by the President and approved by
the Board) shall receive all monies belonging to CIVIC, giving their receipt
thereafter. The Treasurer shall deposit all funds received by him within a
reasonable time after receipt in designated depositories of CIVIC in the name of
the Northbrook Civic Foundation. The Treasurer shall pay out funds and all
checks or drafts except for (a) Northbrook Days or other fund raising event(s)
accounts, and (b) the Building Fund account. All such checks and drafts paid by
the Treasurer must be signed by two (2) officers of CIVIC, at least one (1) of
whom must be either the President or the Treasurer. The Treasurer shall keep an
itemized account of all receipts, disbursements and donations and render a
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written report of same at each regular membership meeting of CIVIC and an
annual written report of same at the close of each fiscal year which shall end on
December 31st of each year. Copies of the Treasurer's written reports shall be
furnished to the President and to the Secretary for inclusion in the minutes. The
Treasurer shall be bonded if deemed necessary by the Board of Directors in an
amount that shall be deemed sufficient by the Board, all at the expense of the
corporation. The Treasurer shall be responsible for the administration of all funds
and accounts of CIVIC. A safety deposit box may also be established and entry to
such box shall be by two (2) Officers of CIVIC, at least one (1) of whom must
either be the President or the Treasurer.
B. The Treasurer (or his designee as appointed by the President and approved by
the Board) shall maintain separate Northbrook Days or other fund raising event(s)
accounts consisting of monies advanced by CIVIC before the start of Northbrook
Days or such other fund raising event(s) to pay advance expenses thereof, and to
receive collections from Northbrook Days or other fund raising event(s). After
Northbrook Days or other fund raising event(s), all unspent monies except those
required and reserved to pay Northbrook Days or other fund raising event(s)
expenses and except for those monies required to fund start up costs for the next
Northbrook Days as determined by the Board of Directors upon recommendation
by the Northbrook Days committee and presented to the General Membership or
other fund raising event(s) as determined by the Board of Directors shall be
transferred immediately to the Contingency Fund as unallocated funds for
distribution in the following fiscal year budget, as provided for elsewhere in these
By-Laws. Checks drawn on the Northbrook Days account or other fundraising
event(s) account shall be countersigned by two (2) members of the Northbrook
Days Committee, one of whom must be either the Committee Treasurer or the
Committee Chairman. Each such separate account shall be maintained in
designated depositaries of CIVIC in the name of the Northbrook Civic
Foundation. A written report noting all disbursements and receipts, as well as all
contractual obligations, made by Northbrook Days or other fund raising event(s)
shall be submitted to the CIVIC Treasurer and to the Board of Directors from
February to July and an end of year written report.
C. The Treasurer (or his designee as appointed by the President and approved by
the Board) shall also maintain a separate Building Fund account consisting of
monies advanced by CIVIC pursuant to budget authorization to pay expenses
thereof for the current budget year. The Building Fund account shall be
maintained in a designated depositary of CIVIC. A written report noting all
disbursements and receipts, as well as all contractual obligations, made by the
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Building Fund shall be submitted to the Treasurer and to the Board of Directors
monthly.
D. The Treasurer shall invest all monies in excess of current needs in amounts, at
times, and at terms pursuant to direction and authority of the Board of Directors,
but only in such permitted investments as are described in these By-Laws.
E. The Treasurer shall maintain all past and current records of the ownership and
location of CIVIC’s tangible and intangible property.
F. The Treasurer shall submit the required IRS Tax return and other financial reports
as necessary as soon as possible but no later than May 15th of the appropriate
year. As needed, he will consult with the auditing, Insurance and Legal
Committee, CIVIC’s independent accountant, and the Board of Directors. He shall
provide monthly status reports on the preparation and completion of the return
to the Board of Directors until completed. When completed, two (2) copies of the
return shall be submitted to the president for signature. A Copy will be provided
to the Chairman of the Auditing, Insurance and Legal Committee.
SECTION 6. SECRETARY
The Secretary shall record the minutes of the meetings of the members and of the
Board of Directors in one (1) or more books provided for that purpose. Any and all
functions can be delegated by the President and approved by the Board of Directors. He
shall see that all notices are duly given in accordance with the provisions of these By-
Laws, or as required by law. He shall be custodian of all current and past corporate
records, minutes and archives and of the seal of CIVIC. He shall keep a register of the
post office address of each member, which shall be furnished to each member. He shall
be responsible for the collection of all dues from members, and transfer them to the
Treasurer for deposit into the corporate accounts. He shall perform all duties incident to
the office of Secretary and such other duties as from time to time may be assigned to
him by the President or by the Board of Directors. He shall maintain individual service
records of the members of CIVIC as prescribed by the Board of Directors. He shall
maintain a current roster of all classes of membership. Membership roster shall be
published each year to the general membership.
SECTION 7. CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents of CIVIC, in
addition to the officers so authorized by these By-Laws, to enter into any contract or
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execute and deliver any instrument in the name of and on behalf of CIVIC and such
authority may be general or confined to specific instances.
SECTION 8. INDEBTEDNESS
Notes or other evidence of indebtedness issued in the name of CIVIC, shall be signed by
two (2) officers of CIVIC, at least one (1) of these must be the President or Treasurer.
ARTICLE X
Committees
SECTION 1. COMMITTEES OF DIRECTORS
The President, with the approval of a majority of the Board of Directors, shall appoint
the following standing committees and their respective chairperson; Auditing, Insurance
and Legal, Nominating, Publicity, Membership, General Projects, Major Projects,
Building, Scholarship, and Northbrook Days. Such other special committees as may
become necessary may be appointed in a like manner. These committees shall have and
exercise the authority of the Board of Directors in the management of CIVIC; but the
designation of such 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 him by statute or these By-Laws.
SECTION2. PERMANENT COMMITTEES
The following committees shall be permanent committees of CIVIC. The President shall
appoint members to these committees. The President shall announce at said meeting
such appointments.
Permanent committee members shall serve for a term from January 1st to December 31st
annually. The duties and responsibilities of these committees shall be prescribed by the
Board of Directors and shall not be inconsistent with these bylaws or with rules adopted
by the Board of Directors. The President shall be an ex-officio member of all permanent
committees:
A. An Auditing, Insurance and Legal Committee shall consist of up to three (3)
members. At least one (1) member of the Committee should be either a C.P.A. or
Attorney, if available. This Committee shall recommend to the Board of Directors
the appointment of the independent auditor. The committee shall work with the
auditor to make sure records are made available to them. The Committee shall
review, report, audit and recommend to the Board of Directors insurance needs
and requirements, including but not limited to, obtaining competitive bids for all
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insurance. The Committee shall maintain a schedule of all insurance policies
issued to CIVIC and shall insure that copies of such schedule be furnished to the
Secretary and Treasurer by December 31st annually. The Committee shall review
all activities and actions of CIVIC, The Board of Directors, and all committees of
CIVIC to ensure they comply with all legal requirements of the United States,
State of Illinois and any local statutes or ordinances. Any non-compliant activities
or actions shall be reported to the Board of Directors for action.
B. A Publicity Committee shall publish or cause to be published the business and
accomplishments of the Corporation and shall maintain permanent records of all
film, plates, negatives, clippings and sundry items.
C. A Membership Committee shall consist of at least three (3) members and shall
actively promote membership in CIVIC. It will receive all applications for
membership and interview each applicant to verify his understanding of these By-
Laws and the active participation necessary in fund raising events of CIVIC. It will
present applications which have received a majority vote of the Committee, to
the membership at any regular meeting of CIVIC. The Committee may design or
select any application form for use, subject to the approval of the Board of
Directors.
D. A General Projects Committee shall consist of not less than five (5) Voting
Members. It shall review all requests of proposals for donations or activities or
expenditures in furtherance of the corporate purposes up to five thousand dollars
($5,000). It shall have the duty of searching out and investigating projects for
donations or activities or expenditures in furtherance of CIVIC objectives, whether
or not a request is made therefore. This Committee shall report its findings and
recommendations to the membership.
E. A Major Projects Committee shall consist of not less than five (5) Voting
Members. It shall review all requests or proposals for donations or activities or
expenditures in furtherance of CIVIC purposes in excess of five thousand dollars
($5,000). It shall have the duty of searching out and investigating projects or
activities or expenditures in furtherance of CIVIC objectives, whether or not
application is made therefore. This Committee shall report its findings and
recommendation to the membership.
F. A Building Committee shall consist of not less than three (3) Voting Members. It
shall be responsible for the improvement, maintenance and administration of all
real estate owned or leased by CIVIC. This Committee shall prepare and furnish to
the Board of Directors during each month a written report which itemizes all
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disbursements and receipts, as well as all contractual obligations, made by this
Committee on both a monthly and year-to-date basis.
G. A Scholarship Committee shall consist of not less than five (5) Voting Members.
It shall review all requests for scholarship awards to Northbrook residents who
will be attending their first year of post secondary school education. It shall have
the duty of searching out and investigating students worthy of receiving such
awards. It shall give awards both for merit and for demonstrated financial need.
This Committee shall report its findings and recommendations to the
membership.
H. A Northbrook Days Committee shall consist of not less than four (4) voting
members, including, but not limited to, a Committee Chair(s), a Committee
Treasurer, and an immediate past Committee Chair. This Committee shall meet
on a regular basis throughout the entire year to plan and coordinate all aspects
which in any way relate to each Northbrook Days Festival. The President shall
appoint such members as needed immediately following Northbrook Days, but
not later than January of each year. The Committee shall prepare and furnish to
the Treasurer and to the Board of Directors during each month a written report
which itemizes all receipts and disbursements, as well as all contractual
obligations, received or made by this Committee on both a monthly and year-to-
date basis. The Committee shall prepare an end of year report on the activities for
the current years Northbrook Days Festival for presentation to the General
Membership in December. A preliminary report can be presented at any time
after Northbrook Days is complete.
I. The Nominating Committee shall consist of at least three (3) voting members. It
shall fill all vacancies on the Board of Directors with voting members in good
standing. The Committee shall report its findings and recommendations to the
membership.
SECTION 3. OTHER COMMITTEES
Other committees may be designated by the president and confirmed by a majority of
the directors present at a meeting at which a quorum is present. The President of CIVIC
shall appoint the members thereof. Any member thereof may be removed by the
President, whenever in his judgment the best interest of CIVIC shall be served by such
removal.
SECTION 4. CHAIRMAN OF COMMITTEES
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One (1) member of each committee shall be appointed Chairman by the President. The
Chairman shall have a vote on all committee actions.
SECTION 5. VACANCIES OF COMMITTEE MEMBERS
Vacancies in the membership of any committee may be filled by appointments made in
the same manner as provided in the case of the original appointments.
SECTION 6. QUORUM OF COMMITTEES
A majority of the whole committee shall constitute a quorum and the act of a majority
of the members present at a meeting at which a quorum is present shall be the act of
the committee. Meetings can be held on a conference call as well as Skype or similar
electronic method.
SECTION 7. REMOVAL
Any member of a committee may be removed by the CIVIC President, with approval of
the Board of Directors, whenever in their judgment that the best interests of CIVIC shall
be served by such removal.
SECTION 8. COMMITTEE AUTHORITY
No Committee shall have the authority of the Board of Directors in reference to
amending, altering or repealing the bylaws; electing, appointing or removing any
member of any such committee or any director or officer of CIVIC; amending the articles
of incorporation; authorizing the sale, lease, exchange or mortgage of all or substantially
all of the property and assets of CIVIC authorizing the voluntary dissolution of CIVIC or
revoking proceedings therefore; adopting a plan for the distribution of the assets of
CIVIC; or amending, altering or repealing any resolution of the Board of Directors which
by its terms provides that it shall not be amended, altered or repealed by such
committee. The designation and appointment of any such committee 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 him/her by law.
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SECTION 9. RULES OF COMMITTEES
A. Each committee may adopt rules for its own government not inconsistent with
these By-Laws or with rules adopted by the Board of Directors.
B. Each committee shall record minutes of all committee meetings and shall submit
a copy of such minutes to the corporate Secretary.
ARTICLE XI
Cash Receipts
SECTION 1. GENERAL
Any sums in excess of current needs must be invested at all times at the direction of the
Board of Directors, but only in the following investments:
A. Interest bearing savings or investment accounts, or certificates of deposit, the
entire principal of which is insured the Federal Deposit Insurance Corporation or
by the Federal Savings and Loan Insurance Corporation;
B. Interest bearing bonds, bills, notes or other securities of the United States
Government or which are backed by the full faith and credit of the United States
Government. In addition to the foregoing, CIVIC may enter into real estate
contracts, leases, mortgages, or notes as a capital investment of CIVIC, whether or
not that real property directly or indirectly relates to the purposes of CIVIC, as a
means of creating an income producing asset, but only upon the approval of the
Membership and of the Board of Directors.
SECTION 2. GIFTS
The Board of Directors may accept on behalf of CIVIC any contribution, gift, bequest, or
devise for general purposes, or for any special purpose of CIVIC. At the discretion of the
Board of Directors, gift amounts may be added to appropriate Funds for disbursement
or donation in the current fiscal year.
SECTION 3. PROPERTY RENTAL
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The Board of Directors may accept on behalf of CIVIC any receipts from rental or sale of
CIVIC property for general purpose, or for any special purpose of CIVIC. At the
discretion of the Board of Directors, such receipts may be added to appropriate Funds
for disbursement or donation in the current fiscal year.
SECTION 4. FUND RAISING PROCEEDS
The Board of Directors shall hold the net proceeds in excess of the following years start-
up funds of the Northbrook Days fund or the entire proceeds of other fund raising
event(s), at the time such proceeds are produced, in the Contingency Fund for
distribution in the following fiscal year's budget. The Board of Directors from time to
time may adjust the start-up fund for Northbrook Days upon recommendation by the
Northbrook Days Committee.
ARTICLE XII
Donations and Disbursements
SECTION 1. MAY NOT EXCEED BUDGET AUTHORIZED LEVELS
Disbursements or donations from any Fund will not exceed budget authorized levels
unless otherwise provided for in these By-Laws.
SECTION 2. NORTHBROOK DAYS FUND
The Northbrook Days Fund shall provide monies from CIVIC for disbursements in
advance of Northbrook Days at the discretion of the Northbrook Days Committee, and
shall receive Northbrook Days collections and shall provide for payment of operating
expenses from those collections.
SECTION 3. OTHER FUNDS
All other funds shall, in accordance with budget authorizations, be the source of
disbursements or donations directly furthering CIVIC objectives, and general CIVIC
expenses and obligations. Monies are voted to be spent from these Funds by a majority
vote of Voting Members at any regular membership meeting. Aggregate disbursements
and donations from these Funds will not exceed the currently approved budget
authorization.
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SECTION 4. MAJOR PROJECTS FUND
The Major Projects Fund shall be the source of monies which further CIVIC objectives for
any project approved by the membership by secret ballot and approved by the Board of
Directors which exceeds five thousand dollars ($5,000.00). All disbursements made from
the Major Projects Fund must strictly follow the procedures listed herein.
A. The Chairman of the Major Projects Committee, or a member of that Committee
designated by the Chairman, shall render to the membership at any regular
membership meeting a report of the merits and desirability of the proposed
disbursement or donation. Following his presentation, the person making such
report shall move that such a disbursement or donation be made, and if the
motion is seconded, the presiding officer of the regular meeting shall allow
reasonable discussion on the motion.
B. Following the discussion above, membership may amend, table, send the project
back to Committee, or agree to send the project, including any amendments, to
the membership by means of a secret ballot, all by a majority vote of members
present at that meeting.
C. If the motion to send the project to ballot succeeds with a majority vote, but
there is a minority of at least twenty-five percent (25%) of members voting
against the motion to send to ballot, then that minority of members may draft a
minority position statement, which must identify each dissenting member on it,
for inclusion within the ballot envelope.
D. Following an affirmative vote by members to send the project to a secret ballot
vote, then not less than fifteen (15) days prior to the next regular membership
meeting a secret written ballot shall be sent by the Secretary to all Voting
Members for consideration. That ballot shall be accompanied with the motion as
finally decided by the membership at the previous regular membership meeting,
plus supporting information or background of the proposed disbursement or
donation, plus a separate minority or negative report, if any, signed by those
dissenting members, plus a stamped return envelope addressed to CIVIC.
E. Ballots may be returned in person or by the use of said envelope. No system shall
be used to determine the result of the votes until the envelopes are opened and
the votes are counted at the regular meeting. No envelope shall be opened by
anyone prior to the meeting. Numbered return envelopes may be used only for
the purpose of identifying which members voted.
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F. At the regular meeting the presiding officer shall appoint at least two (2) tellers to
open the envelopes and separate the ballots from the envelopes so that it cannot
be determined how any member voted. The tellers shall not be a director, or
member of the Major Projects committee. The tellers shall tally the votes; certify
the results in writing, then announce the results to the membership. There shall
be no discussion on said motion at such meeting.
G. The motion to make a disbursement or donation from the Major Projects Fund
shall be carried by an affirmative vote of not less than a majority of the total
voting membership. For the purposes solely of this Paragraph G, the term "total
voting membership" shall include all Active Members, and all Lifetime Members
who vote on such motion, but shall not include those Lifetime Members who do
not vote on such motion.
H. If the proposal received a majority vote as described above in Paragraph G, then
at the next regular meeting of the Board of Directors, said Board shall vote on
such disbursement or donation, with an affirmative majority vote of the Board of
Directors necessary to confirm the approval of such expenditure.
I. In the event that any disbursement or donation voted by the membership out of
the Major Projects Fund shall fail to secure the approval of the Board of Directors,
it may again be submitted at the next regular or special meeting of the
membership, and to override the opposition of the Board of Directors, must
secure an affirmative vote of a majority of the entire voting membership of CIVIC
within the succeeding two-month period.
J. The Secretary shall preserve and maintain all ballots for not less than twelve (12)
months from the date of voting.
K. If the successful project is not paid out in that fiscal year, then those funds shall
roll over to the next budget year. They can only roll over for one fiscal year, and
then the project will have to resubmit another application for approval.
SECTION 5. SCHOLARSHIP FUND
The Scholarship Fund shall be the source of disbursements or donations for scholarship
awards. Monies are voted to be spent from this Fund by a majority vote of Voting
Members at any regular membership meeting and by approval of the Board of
Directors. Monies, except for Merit Awards, are not to be given directly to the recipient
of such awards; rather, upon acceptable documentation of proof of enrollment, funds
will be forwarded to the appropriate institution.
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SECTION 6. GENERAL PROJECTS FUND
The General Projects Fund shall be the source of disbursements or donations directly
furthering CIVIC objectives. Monies are voted to be spent from this Fund by a majority
vote of Voting Members at any regular membership meeting and by approval of the
Board of Directors. The maximum donation from the Fund for any project is five
thousand dollars ($5,000.00).
A. Requests for disbursement or donations which recur on an annual basis must be
received from the requesting organization prior to January 1st of the fiscal year to
be considered for inclusion in the annual budget for such fiscal year. If approved
by the General Projects Committee, the Board of Directors, and the Voting
Members at the February Regular Membership Meeting, each such request will
be specified in the budget authorization for allocation as a recurring
disbursement or donation.
B. Requests for disbursements or donations from organizations or for purposes not
previously received will be funded from the unallocated balance remaining in the
budget authorization after provision has been made for the recurring
disbursements and donations.
C. If the successful project is not paid out in that fiscal year, then those funds shall
roll over to the next budget year. They can only roll over for one fiscal year, and
then the project will have to resubmit another application for approval.
SECTION 7. CIVIC BUILDING FUND
The Civic Building Fund shall provide monies from CIVIC to pay for the costs of the
operation, maintenance and administration of the Civic Building. Monies are voted to be
spent from this fund pursuant to CIVIC’s applicable budget and as provided by the
Board of Directors.
SECTION 8. HOUSEKEEPING FUND
The Housekeeping Fund shall provide monies from CIVIC to pay the general CIVIC
expenses and obligations of a clerical, administrative or social nature. Monies are voted
to be spent from this Fund pursuant to CIVIC’s applicable budget and as provided by
the Board of Directors.
SECTION 9. ADDITIONAL FUNDS
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Additional funds, as needed, shall be the source of disbursements or donations, directly
furthering CIVIC objectives, or for general CIVIC expenses and obligations, as provided
for by budget authorization. Monies are to be voted to be spent from these additional
funds by a majority vote of Voting Members at any regular membership meeting and by
approval of the Board of Directors.
ARTICLE XIII
Books and Records
CIVIC shall keep correct and complete books and records of accounts and shall also
keep minutes of the proceedings of its members, and Board of Directors. All books and
records of CIVIC may be inspected by any active member upon a ten-day written notice
to the responsible CIVIC official. All books and records shall be maintained at 2002
Walters, Northbrook, Illinois.
ARTICLE XIV
Fiscal Year
The fiscal year of CIVIC shall be a calendar year or as fixed by resolution by the Board of
Directors.
ARTICLE XV
Budget
SECTION 1. APPROVAL
The Board of Directors shall prepare a proposed budget for the current fiscal year that
will be submitted to the Membership for approval at the Regular Membership Meeting
in February of each year. The proposed Budget will be sent to the Membership by
written or electronic notice for the February Regular Membership Meeting. Budget
approval will require a majority vote of the Voting Members present at the February
Regular Membership Meeting.
SECTION 2. ALLOCATION
Budget authorization will be allocated to specific funds as recommended by the Board
of Directors which, at a minimum, shall include Northbrook Days, Major Projects,
Scholarship, General Projects, Civic Building, Auditing, Legal and Insurance and Building
Funds. Total authorizations may not exceed the total of unallocated funds on hand as of
25
December 31st of the previous fiscal year. Any unallocated balance not authorized to a
specific fund will be retained in a Contingency/Miscellaneous Fund for disposition as
provided for elsewhere in this Article. It shall not be necessary for CIVIC to segregate the
amount so allocated to any single Fund from CIVIC’s general assets and monies.
SECTION 3. CHANGE
Budget change(s) shall be prepared by the Board of Directors and, upon written notice,
submitted for Membership approval by a majority vote of Voting Members present at a
regular membership meeting by transferring budget authorization from one specific
fund to another, or from the Contingency Fund to any specific fund, subject to the
following restrictions:
A. Approval, as provided for elsewhere in these By-Laws, of a major project which
causes the Major Projects Fund's budget to be exceeded will constitute approval
for a balancing amount to be transferred from the Contingency Fund.
B. Change(s) will not, in total, exceed the sum of unallocated funds on hand as of
December 31st of the previous fiscal year.
SECTION 4. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
A. The Board of Directors may authorize any officer or officers, agent or agents of
CIVIC, 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
CIVIC, and such authority may be general or confined to specific instances.
B. All checks, drafts or orders for the payment of money, notes or other evidence of
indebtedness issued in the name of CIVIC, shall be signed by such officer or
officers’ agent or agents of CIVIC and in such manner as shall from time to time
be determined by resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments shall be signed by the
Treasurer or an assistant Treasurer and countersigned by another Officer or
member of the Board of Directors of CIVIC.
C. All funds of CIVIC shall be deposited from time to time to the credit of CIVIC in
such banks, trust companies or other depositories as the Board of Directors may
select.
D. The Board of Directors may accept on behalf of CIVIC any contribution, gift,
bequest or devise for the general purposes or for any special purpose of CIVIC.
26
ARTICLE XVI
Seal
The Board of Directors may provide a corporate seal, which, if provided, shall be in the
form of a circle and shall have inscribed thereon the name of Northbrook CIVIC
Foundation and the words "Corporate Seal, Illinois."
ARTICLE XVII
Amendments
The By-Laws may be altered, amended or repealed, from time to time hereinafter, and
new bylaws may be adopted at any Regular or Annual Meeting by a vote of two-thirds
(2/3) of the Voting Members of CIVIC attending such Regular or Annual Meeting,
provided that the actual proposed amendment shall have been made available in
writing for member inspection at the next preceding regular meeting of CIVIC; and
provided, further, that written notice of the meeting shall have been sent to all Voting
Members at least fifteen (15) days in advance of the date when such amendment is to
be voted upon, notifying said members that at such meeting a proposal to amend the
By-Laws is to be voted upon.
ARTICLE XVIII
Gender
Whenever the masculine gender shall be used herein, such words shall be equally
applicable to the feminine gender.
ARTICLE XIX
Order of Business
SECTION 1. ORDER OF BUSINESS
At all Regular Membership Meetings, the President shall follow the following order of
business:
A. Call to order
B. Program, if any
C. Reading and approval of the minutes of last Regular Meeting
D. Reading of directors' minutes of last Directors' Meeting
E. Introduction of guests
F. Reading of correspondence
27
G. Report of officers, if any. The report of officers shall include the Treasurer's
written report and motions for receipts and disbursements.
H. Reports of committees
I. Unfinished business
J. New business
K. Adjournment
SECTION 2. ANNUAL MEETING
At the Annual Meeting, the President shall follow the following order of business.
A. Call to Order
B. Report of Officers, if any. The report of officers shall include the Treasurer's
written report and motions for receipts and disbursements.
C. Election of Officers
D. Annual Summary Report of Committees (no projects)
E. Adjournment
F. Program (Awards)
SECTION 3. ALTERATION OR SUSPENSION OF ORDER OF BUSINESS
The order of business may be altered or suspended at any meeting by a majority of the
Voting Members present. The usual parliamentary rules as laid down in Robert's Rules of
Order shall be used as a guideline when not in conflict with these By-Laws.
END OF BY-LAWS
DECEMBER CIVIC MEETING
In the spirit of giving, this year’s meeting will also be a collection
site for the following two charities
Toys for Tots Please bring a new, unwrapped toy for a child ages 1 to 18, which might only receive that one gift for the holidays.
and/or
Orphans of the Storm Shelter Blankets, comforters, newspapers, dog or cat treats, towels, gift cards for gas, Target, Costco, Wal-Mart, Sam's Club. Tim & Laura Witt and Sandie & Steve Huberty have generously offered their time to get the collected items to their respective places. Our hope is to make this an annual event, picking one or two charities that could use assistance during the holiday season. If you do not wish to purchase a toy or donate items to the shelter, we would appreciate a $5.00 donation. Let’s make this year great for everyone.
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