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

Thu Jun 28 14:50:11 EDT 2007

This is from the Illinois Secretary of State.

CORPORATION FILE DETAIL REPORT
------------------------------
  Entity Name THE ECUMENICAL INSTITUTE  File Number 44701600   Status
GOODSTANDING   Entity Type CORPORATION  Type of Corp NOT-FOR-PROFIT
Incorporation
Date (Domestic)  10/20/1964   State  ILLINOIS   Agent Name MARY LAURA
JONES  Agent
Change Date 10/18/2006   Agent Street Address 4750 NO SHERIDAN RD  President
Name & Address
  Agent City CHICAGO  Secretary Name & Address
  Agent Zip 60640  Duration Date PERPETUAL   Annual Report Filing Date
09/11/2006  For Year 2006

On 6/28/07, Marianna Bailey <wmbailey at charter.net> wrote:
>
> 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
> >
> >
> > _______________________________________________
> > OE mailing list
> > OE at wedgeblade.net
> > http://wedgeblade.net/mailman/listinfo/oe_wedgeblade.net
> >
>
>
> _______________________________________________
> OE mailing list
> OE at wedgeblade.net
> http://wedgeblade.net/mailman/listinfo/oe_wedgeblade.net
>

-- 
Roy Philbrook
-------------- next part --------------
An HTML attachment was scrubbed...
URL: http://wedgeblade.net/pipermail/oe_wedgeblade.net/attachments/20070628/0b4555e0/attachment-0001.html 