[Oe List ...] Revised ICA By-Laws

Thu Jun 28 11:45:56 EDT 2007

Since I did not see any mention of EI, does this mean that EI no longer 
exists as an organization?
----- Original Message ----- 
From: "David Walters" <walters at alaweb.com>
To: "Order Ecumenical Community" <oe at wedgeblade.net>
Sent: Wednesday, June 27, 2007 4:08 PM
Subject: [Oe List ...] Revised ICA By-Laws


> BY-LAWS
>
> OF
>
> The Institute of Cultural Affairs
>
> (revised on June 12, 2005 by Board approval)
>
> ARTICLE I
>
> Purposes
>
> The purposes for which the Institute is organized are:
>
> The Corporation is organized and shall be operated exclusively for
> educational, charitable and
>
> scientific purposes. To the extent consistent with such purposes, the
> Corporation shall engage in training and
>
> research, demonstration activities to inspire global social innovators,
> facilitate a new consensus in education,
>
> develop leadership, transform the quality of human service, and activities
> designed to lessen neighborhood
>
> tensions, eliminate prejudice and discrimination, and combat community
> deterioration and juvenile
>
> delinquency, including the presentation of public discussion groups, 
> forums,
> panels, lectures, seminars and
>
> other similar programs, and the dissemination of booklets, pamphlets or
> other similar publications.
>
> The Corporation shall also have all powers which are now or shall 
> hereafter
> be granted to not-forprofit
>
> corporations under the General Not For Profit Corporation Act of the State
> of Illinois.
>
> Notwithstanding any other provision of this Article, the Corporation shall
> not conduct or carry on
>
> any activities not permitted to be conducted or carried on by an
> organization exempt under Section 501(c)(3)
>
> of the United States Internal Revenue Code and the regulations promulgated
> there under as they now exist or
>
> as they may hereafter be amended.
>
> No part of the earnings or assets of the Corporation shall inure to the
> benefit of or be distributed to
>
> any shareholder or member, director or officers of the Corporation or any
> other private individual. The
>
> Corporation shall not carry on propaganda or otherwise attempt in any 
> manner
> to influence legislation or
>
> participate or intervene in any political campaign on behalf of any
> candidate for public office.
>
> If the corporation shall be dissolved, the assets of the corporation shall
> be applied and distributed as
>
> follows:
>
> (a) All liabilities and obligations of the Corporation shall be paid,
> satisfied and discharged, or
>
> adequate provision shall be made therefore;
>
> (b) Assets held by the Corporation upon condition requiring return, 
> transfer
> or conveyance, which
>
> condition occurs by reason of the dissolution, shall be returned,
> transferred or conveyed in accordance with
>
> such requirement;
>
> (c) All remaining assets not disposed of under either of the preceding
> paragraphs (a) or (b) shall be
>
> transferred or conveyed to one or more charitable, scientific or 
> educational
> organizations which shall be
>
> exempt under the provisions of Section 501(c)(3) of the Internal Revenue
> Code of 1954 or the corresponding
>
> provisions of any federal tax law which may then be in effect.
>
> ARTICLE II
>
> Offices
>
> The Institute 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, 
> and
> may have other offices within or
>
> without the State of Illinois as the Board of Directors may from time to
> time determine
>
>
>
> ARTICLE III
>
> Board of Directors
>
> Section 3.1 . General Powers. The affairs of the Institute shall be 
> managed
> by its Board of
>
> Directors.
>
> Section 3.2. Number and Tenure. The number of directors of the Institute
> shall be up to twentyseven.
>
> The Board shall be divided into three classes of nine members each. The 
> term
> of office of each class
>
> shall be three years and until successors shall have been elected and
> qualified. Effective January 1, 1994, each
>
> director may serve only two consecutive three year terms and then may not 
> be
> eligible for re-election as a
>
> director until the passage of one year after the expiration of his/her
> second term. At each regular annual
>
> meeting directors shall be elected by the whole Board to succeed the class
> whose term then expires. Directors
>
> need not be residents of Illinois.
>
> Section 3.3 . Regular Meetings . The regular annual meeting of the Board 
> of
> Directors for the election
>
> of their successors and the transaction of such other business as may be
> properly brought before the meeting
>
> shall be held at the hour of 10:00 A.M. on the third Saturday in October 
> of
> each year, if not a legal holiday, or,
>
> if a legal holiday, then on the next succeeding business day, and shall be
> held at such place as shall be specified
>
> in the notice of such meeting. The Board of Directors may provide by
> resolution the time and place, either
>
> within or without the State of Illinois, for the holding of additional
> regular meetings of the Board without
>
> other notice than such resolution. -
>
> Section 3.4. Special Meeting. A special meeting of the Board of Directors
> may be called by or at the
>
> request of the president or any two directors and such person or persons 
> may
> fix any place, either within or
>
> without the State of Illinois, as the place for holding any special 
> meeting
> of the Board so called.
>
> Section 3.5 . Notice. Notice of the annual or any special meeting of the
> Board of Directors shall be
>
> given at least two days previously thereto by written notice delivered
> personally or sent by mail or telegram to
>
> each director at his address as shown by the records of the Institute. If
> mailed, such notice shall be deemed to
>
> be delivered when deposited in the United States mail in a sealed envelope
> so addressed, with postage thereon
>
> prepaid. If a notice be given by telegram, such notice shall be deemed to 
> be
> delivered when the telegram is
>
> delivered to the telegram company. Any director may waive notice of any
> meeting. Attendance of a director at
>
> any meeting shall constitute a waiver of notice of such meeting, except
> where a director attends a meeting for
>
> the express purpose of objecting to the transaction of any business 
> because
> the meeting is not lawfully called
>
> or convened. Neither the business to be transacted at, nor the purpose of,
> any regular or special meeting of
>
> the Board of Directors need be specified in the notice or waiver of notice
> of such meeting, unless specifically
>
> required by law, the Articles of Incorporation or by these By-Laws.
>
> Section 3.6 . Action Without a Meeting. Any action required by law to be
> taken at a meeting of the
>
> Board of Directors, or any other action which may be taken at a meeting of
> the Board of Directors, may be
>
> taken without a meeting, if a consent in writing, setting forth the action
> so taken, shall be signed by all of the
>
> directors entitled to vote in respect of the subject matter thereof. Such
> consent shall have the same force and
>
> effect as a unanimous vote, and may be stated as such in any articles or
> document filed with the Secretary of
>
> State under the General Not For Profit Corporation Act of the State of
> Illinois.
>
> Section 3.7 . Quorum. Six directors shall constitute a quorum for the
> transaction of business at any
>
> meeting, provided if less than six directors are present, a majority of 
> the
> directors present may adjourn the
>
> meeting from time to time without further notice.
>
> Section 3.8 . Manner of Acting. The act of a majority of the directors
> present at a meeting at which a
>
> quorum is present shall be the act of the Board of Directors except where
> otherwise provided by law, the
>
> Articles of Incorporation or by these By-Laws.
>
>
>
>
>
> Section 3.9 . Vacancies . Any vacancy, however occurrin g, in the Board of
> Directors and any
>
> directorship to be filled by reason of an increase in the number of
> directors shall be filled by the Board of
>
> Directors. A director elected to fill a vacancy shall be elected for the
> unexpired term of his predecessor in
>
> office.
>
> Section 3.10. Committees of Directors . The Board of Directors, by
> resolution adopted by a majority
>
> of the directors in office, may designate and appoint one or more 
> committees
> each of which shall consist of
>
> two or more directors, which committees, to the extent provided in such
> resolution, shall have and exercise
>
> the authority of the Board of Directors in the management of the
> Corporation. The designation and
>
> appointment of any 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.
>
> ARTICLE IV
>
> Officers
>
> Section 4.1 . Number. The officers of the Institute shall be a President,
> one or more Executive Vice
>
> Presidents (if elected by the Board of Directors), one or more Vice
> Presidents (if elected by the Board of
>
> Directors), a Secretary, a Treasurer and such other officers and assistant
> officers as may be elected or
>
> appointed by the Board of Directors. Any two or more offices may be held 
> by
> the same person, except the
>
> offices of President and Secretary.
>
> Section 4.2. Election and Term of Office. The officers of the Institute
> shall be elected annually by
>
> the Board of Directors at the regular annual meeting of the Board of
> Directors. If the election of officers shall
>
> not be held at such meeting, such election shall be held as soon 
> thereafter
> as conveniently possible. Effective
>
> January 1, 1994, no officer may serve successive terms in excess of three
> years, but may be eligible for election
>
> as an officer after the passage of one year from the expiration of his/her
> last terms in office. Election or
>
> appointment of an officer or agent shall not of itself create contract
> rights. Any officer may resign at any time
>
> by giving notice to the Board of Directors or to the President or to the
> Secretary. A resignation of an officer
>
> need not be accepted in order to be effective.
>
> Section 4.3 . Removal. Any officer may be removed by the Board of 
> Directors,
> either with or
>
> without cause, whenever in its judgment the best interests of the 
> Institute
> shall be served thereby. The removal
>
> of an officer shall be without prejudice to the contract rights, if any, 
> of
> the person so removed.
>
> Section 4.4. Vacancies . A vacancy in any officer, however caused, may be
> filled by the Board of
>
> Directors for the unexpired portion of the term.
>
> Section 4.5 . President. The President shall be the principal executive
> officer of the Institute and shall
>
> in general supervise and control all the business and affairs of the
> Corporation, subject to any directions which
>
> may be given by the Board of Directors. He shall preside at all meetings 
> of
> the Board of Directors and shall
>
> have the authority to appoint such managers or assistants, designated by
> geographical region or otherwise, as
>
> he shall determine and shall have the authority to remove such managers or
> assistants at his discretion.
>
> Section 4.6. Executive Vice Presidents . The Executive Vice Presidents, in
> order of their seniority,
>
> shall, in the absence of the President, perform his duties. Any Executive
> Vice President shall perform such
>
> other duties as may from time to time be assigned to him by the President 
> or
> by the Board of Directors.
>
> Section 4.7 . Vice Presidents . Each Vice President shall have such powers
> and perform such duties
>
> as may be from time to time assigned by the President or the Board of
> Directors.
>
> Section 4.8. Treasurer . If required by the Board of Directors, the
> Treasurer shall give a bond for the
>
> faithful discharge of his duties, in such sum and with such surety or
> sureties as the Board of Directors shall
>
> determine. He shall (a) have custody of and be responsible for all funds 
> and
> securities of the Institute; receive
>
> and give receipts for moneys due and payable to the Institute from any
> source, and deposit all such money in
>
> the name of the Institute, in such banks, trust companies or other
> depositories as shall be selected inaccordance with the provisions of
> Article VI of these By-Laws; and (b) in general, perform all the duties
>
> incident to the office of Treasurer and such other duties as from time to
> time may be assigned to him by the
>
> President or by the Board of Directors.
>
> Section 4.9. Secretary. The Secretary shall (a) keep the minutes of all
> meetings of members and of
>
> the Board of Directors; (b) see that all notices are duly given in
> accordance with the provision of these
>
> By-Laws or as required by law; (c) be custodian of the corporate records 
> and
> of the seal of the Institute and
>
> see that the seal of the Institute is affixed to all documents, the
> execution of which on behalf of the Institute
>
> under its seal is duly authorized under the provisions of these By-Laws; 
> (d)
> keep a register of the post-office
>
> addresses of each member which shall be furnished to the Secretary by such
> member, and (e) in general,
>
> perform all duties incident to the office of the Secretary and such other
> duties as may from time to time be
>
> assigned to him by the President or by the Board of Directors.
>
> Section 4.10. Assistant Secretaries . Each Assistant Secretary shall have
> such powers and perform
>
> such duties as may be from time to time assigned by the President or the
> Board of Directors.
>
> ARTICLE V
>
> Executive Director
>
> The Executive Director is hired by the Board. The Board of Director sets 
> the
> compensation for and
>
> evaluates the performance of the Executive Director. The Executive 
> Director
> has day-to-day responsibilities
>
> for the organization, including carrying out the organiz ation's goals and
> policies. The Executive Director will
>
> attend all Board meetings, report on the progress of the organization,
> answer questions of the Board members
>
> and carry out the duties described in the job description. The Board can
> designate other duties as necessary.
>
> ARTICLE VI
>
> Contracts , Checks, Deposits and Funds
>
> Section 5.1 . Contracts . The Board of Directors may authorize any officer
> or officers, agent or
>
> agents, to enter into any contract or execute and deliver any instrument 
> in
> the name of and on behalf of the
>
> Institute; such authority may be general or confined to specific
> instruments.
>
> Section 5.2. Checks. Drafts etc. All checks, drafts or other orders for 
> the
> payment of money, notes
>
> or other evidence of indebtedness, issued in the name of the Institute,
> shall be signed by such officer or
>
> officers, agent or agents of the Institute 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 may be signed by the Treasurer or an Assistant Treasurer and
> countersigned by one other officer
>
> of the Institute.
>
> Section 5.3 . Deposits . All funds of the Institute shall be deposited 
> from
> time to time to the credit of
>
> the Institute, in such banks, trust companies or other depositories as the
> Board of Directors may select.
>
> Section 5.4. Gifts . The Board of Directors may accept on behalf of the
> Institute any contribution,
>
> gift, request or devise for the general purposes or for any special 
> purpose
> of the Institute.
>
> ARTICLE VH
>
> Records
>
> The Institute shall keep correct and complete books and records of account
> and shall also keep
>
> minutes of the proceedings of the Board of Directors and committees having
> any authority of the Board of
>
> Directors, and minutes of the proceedings of the Global Advisory Council,
> and shall keep at its registered
>
> office or principal office a record giving the names and addresses of the
> members of the Board of Directors
>
> and of the Global Advisory Council
>
> ARTICLE VIII
>
> Fiscal Year
>
> The fiscal year of the Institute shall begin on January 1 of each year and
> end on December 31 of such
>
> year.
>
> ARTICLE IX
>
> Seal
>
> The Board of Directors shall provide a corporate seal which shall be in 
> the
> form of a circle and shall
>
> have inscribed thereon the name of the Institute and the words "Corporate
> Seal, Illinois".
>
> ARTICLE X
>
> Waiver of Notice
>
> Whenever any notice is required to be given under the provisions of the
> General Not For Profit
>
> Corporation Act of the State of Illinois or under the provisions of the
> Articles of Incorporation or the
>
> By-Laws of the State of Illinois , 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 XI
>
> Amendments
>
> These By-Laws may be altered, amended or repealed and new By-Laws may be
> adopted by a majority
>
> of the Board of Directors at any regular or special meeting called for 
> that
> purpose.
>
> 635179 revised 1993/revised 2005
>
> s.shared/ICA Board/Board Notebook12004/15-By-Laws of The Institute of
> Cultural Affairs
>
>
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