A NOT-FOR-PROFIT CORPORATION
Approved, Amended and Restated December 2015
Article I:
Object (Mission):
To further by all proper and lawful agencies and means the welfare of the community and to exercise all such authority as may be necessary to carry out this purpose and object. The purpose and essence of this association shall be purely for the promotion of the welfare of that territory known as Glenview Countryside. The association as such shall not take party in anything of a political nature, and shall not bar or discriminate against any property owner or resident because of race, creed, religious faith or political affiliation.
The corporation also has such powers as are now or may thereafter be granted by the General Not-For-Profit Corporation Act of the State of Illinois.
Article II:
Offices:
The corporation shall have and continuously maintain in this state a registered Post Office Box and a registered agent who shall be the President of the Association.
Article III:
Membership and Voting:
Section 1 (Area): The Glenview Countryside Civic Association represents the property owners in the area bounded by the rear property line of the east side of Glenwood Lane on the east, the east side of Milwaukee avenue on the west, the north side of Central Road on the south, and the south side of Glenview Road on the north, and is hereinbefore and hereinafter referred to as “Glenview Countryside”.
Section 2 (Membership): The requirements for membership are living in or owning a business in Glenview Countryside. You are considered a member in good standing when your dues are paid yearly (in January).
Section 3 (Voting): Each household is entitled to one vote per residence on each issue submitted. A proprietor of a business who does not reside in Glenview Countryside and who will have paid his/her annual dues will be entitled to one vote on each matter submitted to a vote of the membership. Where property is owned by more than one person, in joint tenancy or otherwise, there shall be only one vote per residence. Where both owner and tenant of a single family residence reside in Glenview Countryside in separate properties, the tenant shall be entitled to the vote with respect to the residence wherein he resides.
Motions deemed significantly important by a majority of voting members attending any regular or special meeting, or by the Board of Directors, shall be slated for additional discussion at the next regular or special meeting with prior notice given in the newsletter. At the next regular or special meeting, possible alternative positions shall be discussed and specifically sent to members of the Association by email referencing where they can be found on our website and our Facebook Page.
All voting members can vote via meeting attendance only. There can be no proxy unless the person voting is another member of the same residence.
Article IV
Meeting of Members:
Section 1: Annual Meeting.
An annual meeting of the members shall be held on the second Thursday of December in each year for the purpose of electing officers and for the transaction of such other business as may come before the meeting. If the election of officers shall not be held on the day designated herein for an annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members called as soon thereafter as conveniently possible.
Section 2: Regular Meetings.
Regular meetings will be held on the second Thursday quarterly. In the months of December, March, June, and September.
Section 3: Special Meetings.
Special meetings of the members may be called either by the President, the Executive Committee or not less than 30 of the members at large. In the event that a special meeting shall be called by 30 or more members, the call of such special meeting shall be in writing, signed by each of said members calling said meeting, addressed to the President of the Corporation, setting forth the purpose of such meeting and the time and place thereof, and directing the President to issue notice of such meeting in accordance with the notice provisions of the Article IV.
Section 4: Place of Meeting.
The President shall fix the time and place of meeting for any annual meeting or for any special meeting called for by the Executive committee or the President.
Section 5: Notice of Meetings.
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting a reasonable length of time before said meeting, by or at the direction of the President, or the secretary or the officers or persons calling the meeting. In case of a special meeting, or when required by statute or these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.
Section 6: Quorum.
Ten (10) members present, including at least one officer, at any meeting shall constitute a quorum at such meeting, and the business transacted at such meeting shall be binding on the Association, providing that such item of business acted upon is specifically set forth in the notice of meeting.
Section 7. Recognition at Meetings.
The president shall recognize resident members only, and may request that the person asking to be recognized show his proof of membership. For arbitration of questions and procedures not covered, “Roberts Rules of Order” shall be used.
Article V:
Board of Directors
Section 1. General Powers:
The affairs of the Corporation shall be managed by the Board of Directors
Section 2. Tenure and Qualifications:
The President, Vice President, Secretary and Treasurer of the Corporation shall each be a Director. In addition, there shall be one Director elected (Article VII) from each of the districts in Glenview Countryside, whose term shall be for two years from January 1 to December 31. Each Director (also to be known as District Representative) shall hold office until his successor shall have been duly elected and shall have been qualified.
Section 3. Special Meetings:
Special meetings of the Board of Directors may be called by the President or by any four Directors upon written or oral notice not less than 3 days prior to such a meeting. The person or persons calling such meeting shall fix the time and place of the meeting and notify all Directors of the Corporation.
Section 4. Quorum:
Two thirds of the directors including at least one officer shall constitute a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law by these by-laws.
Section 5. 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 or Directors, except where otherwise provided by law or by these by-laws.
Section 6. Vacancies:
Any vacancy occurring in the Board of Directors or any Directorship to be filled by reasons of an increase in the number of districts, shall be elected at the earliest possible time by the General membership. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 7. Minutes:
Minutes of all regular and special meetings of the Board of Directors shall be kept in writing by the Secretary and shall be made available to any member of the Corporation upon request.
Section 8. Removal:
Any Director who fails to attend three consecutive Board meetings, whether such meeting be regular or special, shall be deemed to have submitted his resignation as a Director, which resignation may be acted upon at the pleasure of the Board of Directors. If no such action shall be taken by the Board of Directors, then such resignation shall be considered rejected.
Section 9. Compensation:
No Director shall receive any compensation for their services.
Section 10. Limitation on expenditures:
The Board of Directors shall have no authority to appropriate or approve the expenditure of funds of the corporation in excess of FIVE HUNDRED DOLLARS except for purposes and in amounts which shall be stated in a resolution approved by at least three-quarters of the Officers. Officers consisting of President, Elected Vice President, Secretary and Treasurer. No expenditure in excess of one thousand dollars without approval of the membership of the Association.
Section 11. Districts:
The number and geographical boundaries of each of the districts in Glenview Countryside are per map included.
The number of geographical boundaries of each of the districts in Glenview Countryside may be fixed from time to time by the Board of Directors.
ARTICLE VI
Officers:
Section 1. Positions and Qualifications:
The officers of the Corporation shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Director may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. No person shall be qualified to hold any office in the Corporation unless he is a member thereof and has been a resident of Countryside for one year prior to taking office. (Also see Article VII.)
Section 2. Election and Term of Office:
The President, Vice-President, Secretary and Treasurer of the Corporation shall be elected for a two-year term by the members of the Corporation at the annual meeting of the members. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. Beginning in 1987, the President shall be elected in odd number years, and the Vice-President and Secretary shall be elected in even number years.
Section 3. Assumption of Office:
Newly elected officers shall officially assume their positions at the first regular meeting in January following their election.
Section 4. Removal:
Any officer or agent elected or appointed by the Board of Directors may be removed by Board of Directors whenever in its judgement the best interests of the Corporation would be served thereby.
Section 5. Compensation:
No officer of the Corporation shall receive a salary or other compensation for their services.
Section 6. Vacancies:
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 7. President.
The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of business affairs of the Corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation, authorized by the Board of Directors, any bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or statute to all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 8. Vice-President.
In the absence of the President or in the event of inability or refusal to act, the Vice President (or in there be more than one vice presidents, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 9. Treasurer.
If required by the Board of Directors, the Treasurer shall post a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of, and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other insured depositories as shall be selected in accordance with the provisions or Article IX of these by-laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 10. Secretary.
The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the Corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register/data base of the post office address, phone number and email address of each member which shall be furnished to the Secretary by such member; and in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 11. Assistant Treasurers and Assistant Secretaries.
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. The assistant treasurers and assistant secretaries, in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.
Section 12. Bonds.
When bond is required, all expenses associated with such bond shall be the obligation of the Corporation.
Section 13. Oath of Office.
The newly elected officers of the Corporation will be asked
to take an oath of office to uphold the bylaws of this Corporation. This oath will be administered at the January
meeting following their election, and it will be so noted in the minutes of the
meeting. The Oath is
“Do you solemnly Swear (Affirm) that you Will Uphold the By-Laws of This
Corporation” The reply is “I-Do”.
ARTICLE VII:
ELECTIONS
Section 1. Nominations:
A Nominating Committee consisting of all District Representatives (Board of Directors) shall recommend candidates for President, Vice-President, Secretary and Treasurer of the Corporation. The Chairman of the Nominating Committee shall be appointed by the President, and the Chairman shall report to the President its recommended candidates at the regular meeting in November of the year of the elections. Upon submission of its nominees to the chair, the Nominating Committee shall be dissolved.
Section 2. Other Nominations:
The recommendation of the Nominating Committee shall not preclude other nominations from the floor at the November meeting of members.
Section 3. Balloting:
Elections of officers shall be by secret ballot, and the President shall officiate over said elections unless he/she is a candidate; in such case an officiate shall be selected from the membership and approved by a majority of the members.
Section 4. District Elections:
Prior to the November regular meeting of the year of the elections the residents of each district shall have the right to hold elections and elect their District Representative (Director).
When a group of people in a district exercise this right they must present to the President, prior to the November regular meeting, their choice of Director with the signatures of at least ten (10) resident members from their district in the form of a resolution.
If more than one resolution is received from a district with different candidates as their choice, a run-off election must be held at the next regular meeting in the presence of an officer of the Association appointed by the President. It will be the appointed officer’s duty to act as judge of the election.
Section 5. Other District Nominations:
If the rights of Section 4 of this Article are not exercised the President will act as a Nominating Committee and present candidates at the November regular meeting, and the general membership shall vote on recommended candidates. Section 2 of this article shall also apply.
Section 6. The December Newsletter shall present the list of all nominees.
ARTICLE VIII
Committees
Section 1. Committees of Directors
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, to the extent provided in such resolution to have and exercise the authority of the Board of Directors in the management of the Corporation; 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 law.
Section 2. Committees.
Standing Committees of the Glenview Countryside Civic Association are Membership, Park, Police Relations, and Zoning. An Ad-Hoc Committee can be created by the President of the Board of Directors or by a motion from the floor at a general meeting to address issues of concern by Association membership or for a specific purpose not covered below.
Membership: The Membership Committee shall provide outreach to all new residents inside our boundaries and is chaired by the Secretary of the Board of Directors. Minutes are kept for all special meetings and will be sent to membership or posted on our website.
Park: The Park Committee shall provide supervision of McIntosh Park. The committee chair is responsible for obtaining Executive Committee approval for all maintenance contracts for the park for each season.
Police Relations: The Police Relations Committee shall act as a liaison with local police authorities and review and make recommendations to the Association Membership regarding issues related but not limited to Neighborhood Watch.
Social: The Social Committee shall plan activities that allow for the growth of our neighborhood.
Zoning: The Zoning Committee shall review and make policy recommendations to the Board of Directors regarding applications for zoning changes, variances and other land use issues.
Section 3. Term of Office.
Each committee and each member of a committee shall continue as such until the next annual meeting at which elections are held or until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
ARTICLE IX
Agreements, Checks, Deposits and Funds
Section 1. Agreements:
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, to enter into any agreement 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 other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors, such instruments shall be signed by two officers. Officers consisting of President, elected Vice-President, Secretary and Treasurer.
Section 3. Deposits:
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in a qualified FDIC institution as the Board of Directors may select.
Section 4. Safe Deposit Box:
The Safe deposit of the Corporation will be maintained in the same financial institution as the other funds of the Corporation. No monies, be they cash or checks, shall be placed in the box. After the installation of the newly elected officers. The President and one other officer shall audit the contents of the box and report on same at the regular meeting in March.
Section 5. Gifts:
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.
Section 6. Trust Funds:
Trustees will be the elected officers of the Corporation. The funds may be disbursed with the approval of the majority of the Board of Directors, and twenty (20) resident members. At a regular or special meeting held in accordance with Article IV of these by-laws.
ARTICLE X
Books and Records
The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of its proceedings and proceedings of its Board of Directors and committees having any authority of the Board of Directors. The Records shall be kept by the Secretary in an appropriate location at no cost to the Secretary. All books and records of the Corporation may be inspected by any member, or his or her agent or attorney for any proper purpose at any reasonable time.
ARTICLE XI
Fiscal Year
Section 1. Fiscal Year:
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.
Section 2. Annual Audit:
An Annual Compilation shall be made by a compilation committee appointed by the President. The members of this committee must be resident members of the Association. The committee will submit a report at the regular January meeting.
ARTICLE XII
DUES
Section 1. Annual Dues:
The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by members.
Section 2. Term of Membership:
The term of membership begin on the first day of January and end on the last day of December in each year.
Section 3. Default and Termination of Membership:
When any member shall be in default on payment of dues after April 1st his or her membership will thereupon be terminated.
Section 4. Transfer of Membership.
Memberships are not transferrable.
ARTICLE XIII
Seal:
The Board of Directors will provide a Corporate seal.
ARTICLE XIV
Waiver of Notice:
Whenever any notice or whatever is required to be given under the provisions of the General Not-For Profit Corporation Act of Illinois, or under the provisions of the articles of incorporation, or the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XV
Website, Newsletter, and Social Media:
The Countryside Website and Social Media accounts shall be managed and maintained by the President and Secretary of the Board of Directors. The website will contain our by-laws, a copy of the newsletter, zoning information and maps of the organization. All information for each committee will be submitted by the committee chairs and reviewed quarterly.
The Countryside Newsletter shall be considered an official public notice to all members where specified in these by-laws, and addressed to said members as Countrysider. It shall be published bi-monthly (odd-months) and shall be posted on our website and on social media. It will be received in print by resident members who do not have access to the internet prior to the regular Association meeting.
ARTICLE XVI
Amendments to By-Laws:
These by-laws may be altered, amended or repealed and new by-laws be adopted by the affirmative vote of a majority of the members attending any regular or special meeting, provided that notice of the proposed amendment or amendments is given in writing, ten days in advance of such meeting pursuant to the notice provisions of these by-laws, or published in the Newsletter, prior to such meeting.