Version 1.1 dated 31.12.2019
Approved by vote of the Board of Directors 1.1.2020
1. Purposes. The Listening Club NFP, is organized as an Illinois not for profit corporation (the “Corporation”) and is organized exclusively for charitable, educational, and scientific purposes, within the meaning of Section 501(c)(7) of the Internal Revenue Code. The specific and primary purposes and mission for which the Corporation is organized shall be to serve as a social club for the contemporary music community in Chicago. The purposes of the Corporation, as stated in the Articles of Incorporation and Article I of these Bylaws, may be altered or amended at the annual meeting of the Board of Directors by the unanimous vote of all of the Directors.
2. Specific Goals. The Corporation shall conduct itself in furtherance of the following goals:
A. To foster social connections between members of Chicago’s diverse contemporary music community
B. To strengthen the bonds of fellowship between club members
C. To provide a private forum for the discussion, analysis, and performance of new works of music
D. To promote principles of artistic expression, experimentation, and collaboration
1. Powers. Except as provided otherwise by the Articles of Incorporation or by these Bylaws, the Corporation shall have all powers which a social club may have if organized under the Illinois General Not For Profit Corporation Act of 1986, as amended, and shall have such additional powers as are permitted by any applicable law.
2. Distributions. The Corporation, being organized exclusively for pleasure, recreation, and other nonprofitable purposes may make distributions to organizations and individuals in furtherance of its corporate purposes and in accordance with Section 501(c)(7) of the Code.
3. Prohibition Against Private Benefit and Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein above.
4. Political Activity. No substantial part of the activities of the Corporation shall be to attempt to influence legislation by propaganda or otherwise, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
5. Other Prohibitions. The Corporation shall not carry on any other activities not permitted to be carried on:
A. under the Act or Illinois Charitable Trust Law;
B. by a corporation exempt from federal income tax under Section 501(c)(7) of the Code; C. by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
6. Conflicts of Interest. The Corporation is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of the Corporation as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public. Consequently, there exists between the Corporation and its Board and Officers and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. (See [VI.1]) The Board and its Officers have the responsibility of administering the affairs of the Corporation honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of the Corporation. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with the Corporation or knowledge gained therefrom for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.
1. Classes of Membership. The Corporation shall have classes of membership, (1) “Board of Directors” or “Directors and Officers,”, (2) “Board of Trustees” or “Trustees,” and (3) other “Regular Member(s)” or “Member(s)” or “Membership” classes as stated by these bylaws or unless otherwise resolved by the Board of Directors. Directors and Officers have the same rights and privileges as Regular Members. Application for Membership is open to any person who:
A. Is a human being;
B. Is at least 18 years of age;
C. Supports the purpose and specific goals of the Corporation;
D. Pays the applicable Dues;
E. Provides valid government-issued photo identification to at least two Directors, or their designated agents, upon payment of the first applicable Dues;
F. Provides the Corporation with an electronic mail (“e-mail”) address for receiving official notices of Membership Meetings;
G. Agrees to the terms of the Corporation’s policies and abides by them;
H. Agrees to the terms of the Member Agreement, as amended, and abides by the terms thereof while at any event or meeting, including any physical or electronic spaces of the Corporation, or attending Corporation organized or sponsored events.
2. Member Rights. Members enjoy the following rights and privileges:
Any regular member whose dues are paid in full, is not on probation, resigned, suspended or banned shall be considered a “member in good standing”. Only members in good standing shall be entitled to the rights and privileges of membership. Except as expressly provided in or authorized by the Articles of Incorporation, these Bylaws, or provisions of law, all members in good standing shall have the same rights, privileges, restrictions and conditions. Members in good standing have the right to:
A. Attend both official and unofficial, public and private events in the space;
B. Be entitled to one vote in all elections and special voting events, as determined by the Board of Directors;
C. Inspect the financial and physical properties of the corporation at any annual meeting;
D. Raise an issue;
E. Vote on any issue put before the Membership;
F. Nominate and vote for Officers and At-Large Directors.
3. Transferability. Membership at any level is non-transferrable.
4. Dues and Benefits. The Board of Directors shall set membership dues, payment schedule, and member benefits. Payment of Membership Dues (“Dues”) is required to obtain and maintain membership. Dues are non-refundable. The Board may accept a member’s work in lieu of dues for membership.
5. Voluntary Resignation. A member may withdraw from membership by providing documented notice of resignation to an Officer or Director of the corporation. Non-payment of dues shall be considered voluntary resignation. All rights, benefits, privileges, and the interests of a member in the corporation cease on resignation of membership and are effective immediately. All member dues and payments are non-refundable.
6. Removal. Any Member of the Corporation may be removed upon determination that the member engaged in conduct that violated the bylaws, membership agreement, policies, or that was otherwise materially or seriously prejudicial to the interests or purposes of the organization. Removal occurs upon the three-quarter (3⁄4) supermajority vote of the Board of Directors. The vote is to be held within thirty (30) days after the Board receives a written complaint. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any person expelled from the corporation shall forfeit any and all dues already paid.
7. Suspension. Any Member of the Corporation may be suspended for any length of time by a simple majority vote of the Board of Directors, within thirty (30) days after the Board receives a written complaint. Such suspension shall be without prejudice to the contract rights, if any, of the person so suspended.
8. Alternative Remedies. the board may vote to accept an alternative disciplinary remedy, excluding removal or suspension longer than 120 days, with a three-quarters (3⁄4) supermajority vote of the Board.
9. Membership Meetings.
A. Regular Meetings. Regular monthly Meetings of the Membership shall be held, to the extent practicable, the first Saturday at 6:00 PM CST, of every month at the Corporation’s physical place, or at some other time and place, within the State of Illinois, as provided by resolution of the Board of Directors.
B. Special Meetings. Special Meetings may be called by the Board of Directors. The Board of Directors must schedule a special meeting if at least one-fifth of Members request such a meeting. Such meeting shall be held within one month of such request on a Saturday at 9:00 PM CST. Any such meeting of the membership shall be referred to as a “Membership Meeting” or “Meeting of the Membership.”
C. Additional Membership Meetings. Additional Membership Meetings may be held as determined by the President or the Board of Directors.
D. Annual Meeting. The Annual Meeting of the Membership, to the extent practicable, shall be held on the third Saturday of April at 9 pm CST in the same place as Regular Meetings, or at some other time and place, either within or without the State of Illinois, as provided by resolution of the Board of Directors. The Board shall release an outline of issues to be presented and votes to be held before the meeting. Members shall vote on the following issues at the annual meeting:
i. Election of Officers;
ii. Election of At-Large Directors;
iii. Any other issues placed before the Membership in accordance with these Bylaws.
E. Notice of Meetings. Notice of Regular Meetings, the Annual Meeting and Special Meetings shall be delivered by or at the direction of the Board of Directors to all Members at least five (5) days before the day on which such meeting is to be held or twenty (20) days before the day on which a meeting is scheduled with respect to removal of one or more Directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, or such other duration of notice if otherwise required in these Bylaws or by law. Such notice shall state the place, day, and hour of the meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Notice shall be sent electronically to all Members, to the e-mail addresses the Members have on file with the Corporation. The Board is encouraged to post notice of meetings at the physical space.
10. Vote of the Membership & Voting.
A. Voting and Eligibility. Any Member in good standing is eligible to vote. Unless otherwise stated in these Bylaws, each Member is entitled to one vote per independent election issue or Officer position.
B. Submitting a Proposal for Vote. Any Member may submit any lawful issue for vote by the Members, so named a “vote of the members,” by submitting a written proposal to the Board of Directors with at least one fifth of members' signatures endorsing the proposal. Email is considered “written.” The vote shall be scheduled to take place at least fourteen (14) days after the vote proposal is submitted, at the next member meeting. A vote of the membership may be overridden by an 80% supermajority vote of The Board or by a subsequent vote of the membership.
C. Voting Process. A vote by the membership may be taken by ballot delivered by e-mail, or any other electronic means pursuant to which the Members are given the opportunity to vote for or against the proposed action, and the action receives approval by such number of Members as may be required by these Bylaws. Ballots must be delivered, and voting must remain open for at least five (5) days prior to the meeting where the vote is scheduled to take place; provided, however, in the case of removal of one or more Directors, a merger, consolidation, or dissolution, the ballots must be delivered and voting must remain open for at least twenty (20) days prior to the meeting at which the vote is scheduled to take place. The day and time of the vote shall be the day and time the vote closes. The ballot count shall begin within 15 minutes after the vote closes. Unless otherwise specified in these bylaws, a vote passes with a majority greater than 50 percent. A vote fails if quorum is not met. If any vote results in a tie or fails due to lack of quorum, the vote may subsequently be announced in the normal manner and re-run at the next member meeting. Any vote failing twice due to lack of quorum may not be re-run.
D. Quorum. Quorum for a vote of the membership is thirty percent (30%) of the Membership. Quorum shall be calculated using the number of votes on the day a vote is taken for a proposal in relation to the total number of members in good standing on that day and shall be valid for all votes occurring that day. Members submitting ballots or voting in-person that do not include a vote for an issue occurring that day shall be counted as abstaining from that particular vote.
E. Administration. The Secretary shall ensure collection and retention of the required data as described in this section. The Secretary may count ballots by hand or electronically. The Secretary shall make voting results known immediately following the completion of the ballot count.
1. Dispute Resolution. The Board shall be responsible for hearing member disputes. A written complaint must be submitted to the Board within one month (30 days) of the incident.
2. Member Conduct. The Board shall be responsible for reviewing member conduct and taking disciplinary action as needed should a violation of the membership agreement or Bylaws occur.
1. Eligibility, Designation, Nomination, Election and Term of Office. In order to be eligible to be nominated, a person must be a Member in good standing for the six (6) consecutive months prior to the date of the election in question, and shall not have reached the term limit for holding office on the Board of Directors or the position for which they are nominated. Any member has the right to nominate any eligible person for office, including themselves. Potential Officers may be nominated by any Member at least one month prior to the Annual Meeting. Once a candidate is nominated, only that candidate can remove their name from consideration. If no person is nominated to run for an office, nominations for that position may be made at the Annual Meeting, in person, before the vote. The Officers shall be elected at the Annual Meeting, from the pool of nominated Officers, by the Membership to hold office for two years, beginning June 1st of the year of their election, and until their successors have taken office, or until their death, resignation, or removal. The vote for President and Secretary shall occur in the same year, beginning at the inaugural Annual Membership Meeting. The vote for Vice President and Treasurer will take place in the same year as each other, but in alternate years from that of President and Secretary, beginning at the second Annual Membership Meeting. The founding members shall be appointed to the Board of Directors as determined by themselves until the point at which a vote of the membership can reasonably be held. The vote for each Officer position shall be a separate and distinct vote. The candidate with the most votes shall hold the office. In the event of a tie, the incumbent Secretary shall choose the candidate to hold the office. If the tie is for the office of Secretary, the incumbent Vice President shall choose the candidate to hold the office. If no one is nominated for an office at the time of the vote, then the holder of such position shall choose a successor, or if unwilling or unable, the incoming Board of Directors or Board of Trustees shall appoint a Member to such office by majority vote. No member may hold the same office for more than five consecutive full terms, and no Member can serve on the Board of Directors for more than ten consecutive full terms. No members can accept a nomination for more than one position in any single election term. No two offices may be held by the same person at one time.
2. Officers. The Officers of the Corporation (each an “Officer,” collectively the “Officers”) shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other Officers as the Board of Directors may authorize. Additional Officers shall be authorized by a Vote of the Board of Directors at any regular board meeting.
3. No Compensation. No Officer shall be compensated monetarily for their work as an Officer, although the Corporation may provide insurance and indemnity as permitted by Illinois law and Article IX below. A Work in Lieu of Dues waiver for services to the Corporation shall not be considered compensation and will not have any cash value. Work in Lieu of Dues waivers shall be non-transferable unless otherwise granted by special permission of the Board.
4. President & Powers of the President. The President shall be the principal Executive Officer of the Corporation. The President shall call to order and preside at all meetings of the Membership and the Board of Directors. Subject to the directions of the Board of Directors, the President shall in general supervise and control the business and affairs of the Corporation and shall perform all duties incident to the office of President and such other duties as may be assigned to them by the Board of Directors, including:
A. setting the agenda for all meetings;
B. actively seeking new Officers, Directors and members for the Corporation;
C. seeing that all orders and resolutions of the Board of Directors are carried into effect.
D. executing documents and other contracts requiring a signature of the Corporation.
The President shall have general superintendence of all other Officers of the Corporation and shall see that their duties are properly performed. The President shall from time to time report to the Board of Directors and to the Members all matters within their knowledge which the interests of the Corporation may require to be brought to their notice. The President shall manage the Corporation and perform all of their duties in a fiscally responsible manner. The President shall, in conjunction with the Secretary, file all required reports and statements with all necessary government entities, including but not limited to the Illinois Secretary of State, the Internal Revenue Service and such other governmental agencies as applicable. The President shall represent the Corporation at all times during their tenure and is empowered as such to do whatever is reasonably necessary to increase the community’s awareness of the Corporation and its goals in a positive manner. The President shall strive in good faith to attend the Annual Meeting in person.
5. Contractual Authorization. The President is only authorized to enter into contracts where no reasonably known liability or financial commitment is assumed by the Corporation beyond $2,000. Agreements which include a clause placing risk on the organization such as fines for breach of contract or claims to property as recourse, for example, must first be authorized by a vote of the Board or Members. Upon entering into a contract on behalf of the Corporation, the President shall promptly notify the Membership and make a signed copy available for review. Where no Membership authorization is required, the President is encouraged to consult with the Membership on such matters.
6. Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the President and shall immediately notify the President when acting in such capacity as well as what action was taken and the purpose thereof. The Vice President shall perform such duties as the Board of Directors or the President may assign from time to time. The Vice President is responsible for enforcing the rules of meeting procedure. The Vice President shall perform all of their duties in a fiscally responsible manner. The Vice President shall strive in good faith to attend the Annual Meeting in person.
7. Treasurer. The Treasurer shall keep full and correct account of receipts and disbursements, including expenses, expenditures and moneys raised, in the books belonging to the Corporation, shall collect all Dues from Members, shall make all necessary payments to maintain any space leased by the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such banks of deposit as may be designated by the Board of Directors. The Treasurer shall establish bank account(s) and provide bank statement reports to the Board of Directors at all Board meetings. The Treasurer shall provide bank statement reports to any Member upon request at the annual meeting. The Treasurer shall help to raise funds to serve the purposes of the Corporation, and the Treasurer shall dispose of funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, whenever they may require it of them, an account of all their transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall accurately report the financial condition of the Corporation to the IRS as required by law. The Treasurer shall perform such duties as the Board of Directors may assign. The Treasurer shall manage the Corporation and perform all of their duties in a fiscally responsible manner. The Treasurer shall strive to abide by any lawful policies enacted by the Board of Directors on financial openness, transparency, and reporting. The Membership is encouraged to advise the Board on said policies. The Treasurer shall strive in good faith to attend the Annual Meeting in person.
8. Secretary. The Secretary shall act as Secretary of the Board of Directors, and shall give, or cause to be given, notice of all meetings of the Board of Directors and the Membership, shall supervise the custody of all records and reports and shall be responsible for the keeping and reporting of adequate records of all meetings of the Board of Directors as required by law and these Bylaws. Prior to any meeting of the Board of Directors, the Secretary shall make available to each Director a copy of the agenda for such meeting and the records of the meeting immediately preceding such meeting. The Secretary shall make all records and minutes of all meetings available to the Membership. At all meetings of the Board of Directors, the Secretary shall provide minutes of the previous meeting; placing the previous meeting minutes online before the next meeting shall satisfy this requirement. The Secretary shall, in conjunction with the President, file all required reports and statements with all necessary government entities, including but not limited to the Illinois Secretary of State, the Internal Revenue Service and such other governmental agencies as applicable. The Secretary shall perform such duties as the Board of Directors may assign from time to time. The Secretary shall manage the Corporation and perform all of their duties in a fiscally responsible manner. The Secretary shall strive in good faith to attend the annual meeting in person.
9. Resignation. Any Officer may resign at any time by giving written notice to the President, the Secretary or the Board of Directors of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
10. Removal and Dismissal. Any of the Officers of the Corporation may be removed by a unanimous vote of the other members of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create any contract rights.
11. Vacancies. Any vacancy in any office because of death, resignation, removal, disqualification or any other cause, may be filled by temporary appointment by a majority vote of the Board of Directors, and shall be filled for the remainder of the term by a majority vote of the Members at a Regular or Special Meeting as if they were voting at the Annual Meeting. A vote to fill the vacant position shall occur within ninety (90) days of the office becoming vacant with the nomination period for that position opening three (3) weeks prior to the vote and closing one (1) week prior to the vote. A vote by the Members to fill a vacancy shall end the temporary term of an Officer appointed by the Board of Directors. Any elected Officer filling a vacancy shall hold office until the next Annual Meeting.
1. Fiduciary Duties. Directors ultimately hold full non-delegable responsibility for the Corporation’s actions and well-being. Directors are legally required to fulfill the following fiduciary duties to the Corporation:
A. Duty of Diligence. Directors are required to carry out their Board responsibilities with careful attentiveness and dedication – attending meetings, actively participating in Board deliberations, seeking outside counsel and guidance as appropriate; and ensuring that all state and federal taxes, registrations, returns, and other financial reports required under applicable laws are filed in a timely manner.
B. Duty of Loyalty. Directors must always act in the best interests of the Corporation. This applies to not only decisions that involve their own personal or business loyalties, but also those of other key employees, directors, and Officers involved in the Corporation. Directors shall comply at all times with the Conflicts of Interest Policy in Section [II.6] above; and shall refrain from making non-program loans, gifts, or advances to any person, except as permitted under the Act.
C. Duty of Obedience. Directors are required to ensure that the Corporation’s activities adhere and conform to the purposes set forth in the Corporation’s purpose statement in Section [I.1] above and to utilize the assets of the Corporation for the best interest of the Corporation’s beneficiaries. They are to avoid wasting assets. This includes, but is not limited to incurring penalties, fines, and unnecessary taxes.
2. General Powers and Duties. The property, business and affairs of the Corporation, including oversight of its Officers, shall be managed by its Board of Directors (the “Board,” each individual member a “Director”).
3. Number, Eligibility, Nomination, Election and Term of Office. The Board of Directors will be comprised of the Officers of the Corporation and a number of At-Large Directors. The number of positions shall be determined by three-fourths (3⁄4) supermajority vote of the Board of Directors, at a regular meeting of the Board. There shall be no less than four (4) and no more than ten (10) members of the Board of Directors. Eligibility and nomination for At-Large Directors shall be the same as that as for Officers, as set forth in Section [V.1]. At-Large Directors shall be elected at the Annual Meeting, from members nominated for At-Large Director positions, to hold office for two years, beginning June 1st of the year of their election, and until their successors have taken office, or until their death, resignation or removal. Depending on the number of At-Large Directors, the votes to fill these roles shall be staggered to improve continuity of institutional knowledge in a reasonable fashion as determined by the Board. No member may hold the position of At-Large Director for more than five consecutive full terms in a row. The following procedures shall be followed with regards to the number of candidates that accept nominations for At-Large Director:
A. Candidates more than Positions. If the number of candidates is greater than the number of available positions, then the election for At-Large Directors shall be combined, with each member being entitled to the number of votes equal to the number of positions, which shall not both be cast for the same candidate. The At-Large Director candidates who receive the highest vote counts shall hold positions on the Board of Directors. In the event of a tie, the incumbent Secretary shall choose the candidate to take the position.
B. Candidates equal to Positions. If there is a number of candidates equal to the available
number of positions for At-Large Directors in advance of the Annual Meeting, these candidates shall run unopposed, a vote for At-Large Directors at the Annual Meeting shall not take place, and all shall hold positions on the Board of Directors.
C. Candidates fewer than Positions. If fewer candidates are nominated than there are positions for At-Large Director in advance of the Annual Meeting, the nominated candidates shall run unopposed. Nominations for candidates to fill the unfilled seats shall be accepted at the Annual Meeting, and an election shall follow. If no one accepts the nomination at the Annual Meeting, then the position may be filled as set forth in Vacancies [V.11], or the position may be removed by a vote of the Board of Directors at a regular meeting.
4. No Compensation. No Director shall be compensated monetarily for their work as a Director, although the Corporation may provide insurance and indemnity as permitted by Illinois law. A waiver of Dues in return for services to the Corporation shall not be considered compensation.
5. Resignations, Removal and Dismissal. Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect when the notice is delivered unless the notice specifies a future date; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6. Removal and Dismissal. Any of the At-Large Directors may be removed by a vote of the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an At-Large Director shall not of itself create any contract rights.
7. Vacancies. Any At-Large Director vacancy because of death, resignation, removal, disqualification or any other cause, occurring in the Board of Directors shall be filled for the remainder of the term by a majority vote of the Members at an Annual, Regular or Special Meeting. Nominations for candidates to fill the At-Large Director vacancy shall open when the At-Large Director vacates the office, remain open for one (1) month, and close one (1) week before the vote. Members shall select the replacement At-Large Director from among the candidates who have been nominated and who have accepted their nominations, using the procedures set forth herein. Each At-Large Director elected to fill a vacancy shall hold office until the next Annual Meeting.
8. Vote of the Board of Directors. The following issues may be decided by vote at a meeting of the Board of Directors:
A. Courses of action which shall be necessary and proper and to fulfill the fiduciary duties of the Directors [VI.1]
B. Authorizing the use of funds from the Corporation’s general fund for regular expenses in the ordinary course of business to keep the Corporation operating and to fulfill the organization’s mission.
C. Authorizing the use of funds from the Corporation’s general fund to obtain professional advice and services for the management of the Corporation or the fulfillment of its mission.
D. Authorizing the use of funds donated for a specified purpose.
E. Creating, modifying, and revoking policies regarding legal, contractual, non-profit, and insurance-related issues.
F. Fulfilling any obligations to ensure the health of the organization.
G. Authorizing the use of funds from the Corporation's general fund, and creating, modifying, and revoking policies regarding health and safety in the Corporation's space.
H. Authorizing any other actions by the Corporation as allowed by law and necessary to ensure the continuity of the Corporation and the fulfillment of its mission.
9. Meetings of the Board of Directors.
A. Annual Meetings. All of the Directors shall strive in good faith to attend the Annual Meeting in person. The Annual Meeting of the Board of Directors shall take place in conjunction with the Annual Meeting of the Members. Records and reports of the Annual Meeting shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each Annual Meeting and make such minutes available to the Membership.
B. Regular Meetings. All of the Directors shall strive in good faith to attend the Regular Meetings of the Board of Directors in person. After considering the availability of the Directors, the Board of Directors shall provide by resolution the time and place, either within or without the State of Illinois, for the holding of the Regular Meetings. Records and reports of the Regular Meetings shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each regular meeting and make such minutes available to the Membership.
C. Special Meetings. All of the Directors shall strive in good faith to attend Special Meetings in person. After considering the availability of the Directors, the Board of Directors shall provide by resolution the time and place, either within or without the State of Illinois, for the holding of Special Meetings, of either the Members or of solely the Board of Directors. Records and reports of the Special Meetings shall be summarized in the form of written minutes. The Secretary of the Corporation shall archive the minutes of each Special Meeting and make such minutes available to the Membership.
D. Notice of Meetings. Board Meetings shall occur at least every six (6) months on the Corporation’s premises to the extent practicable, or at some other time and place, either within or without the State of Illinois, as provided by resolution of the Board of Directors. If a Board Meeting will take place at another time or location, all Directors and Members will receive written notice not less than seven (7) days in advance. All Board Meetings, including those not held in conjunction with Membership Meetings, are open to all Members except in extraordinary circumstances.
E. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting or vote of the Board of Directors. If less than a majority of the directors are present, no action shall be taken except to adjourn the meeting to another time without further notice. 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 law, the Articles of Incorporation of the Corporation or these Bylaws.
F. Participation at Meetings via Electronic Communication. Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other electronic communication by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence at the meeting of the person or persons so participating. Directors shall strive in good faith to attend all Board of Directors meetings in person.
G. Informal Action. Any 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, is signed by all the Directors. The Secretary of the Corporation shall archive such consent as they would for any other Board of Directors meeting, including making such consent available to the Membership.
10. Interested Directors. The presence of an interested Director, as defined by the Conflicts of Interest Policy [II.6], or of a Director who is otherwise not disinterested may be counted in determining whether a quorum of the Board of Directors or a committee of the Board is present but may not be counted when action is taken on the transaction. Any interested Director shall voluntarily excuse themselves from discussions on such transaction.
1. Existence and Purpose. There shall be a Board of Trustees. The Board of Trustees will assist the Board of Directors by advising in matters of general philosophy and mission of the Corporation and in helping to secure continued financial support.
2. General Powers. The Board of Trustees shall have the power to overturn and make null and void a vote of the membership by a majority vote of the Board of Trustees within fourteen (14) days of the vote in question.
3. Trustees’ Remand. The Board of Trustees shall have the power to require a reconsideration and revote with respect to any vote of the Board of Directors (the “Trustees’ Remand”), provided that the Board of Trustees gives notice of the Trustees’ Remand to the President of the Board of Directors within fourteen (14) days of the vote in question.
An action of the Board of Directors that has received a Senior Trustees’ Remand shall not take effect unless reconsidered by the Board of Directors, and re-enacted by a three-quarters supermajority vote of the Board of Directors.
It is understood that the Trustees’ Remand should be exercised only on votes that represent significant or substantial decisions by the Board of Directors relating to financial stability of the Corporation or purposes or character of The Listening Club.
4. Access. Trustees shall have 24/7 keyed access (“Keyed Access”) to any club space. The Board of Trustees shall have the power to assign other members a key and 24/7 access to any club space by majority vote of the Board of Trustees.
5. Membership.
a) The Board of Trustees shall consist of no more than five (5) members.
b) Trustees who are not the Founding Trustee Members shall be nominated by the Board of Trustees, and then elected by a majority vote of the Board of Trustees. In the absence of such nomination or election, a position on the Board of Trustees shall remain unfilled. Subject to being nominated, Trustees may serve successive terms without any limit.
c) At least one (1) member of the Board of Trustees shall serve on the Board of Directors. The Board of Trustees shall designate which of its members shall serve on the Board of Directors at the time each year that members of the Board of Directors are elected.
6. Quorum. A majority of the Trustees holding office at any point in time shall constitute a quorum.
7. Action Without a Meeting. Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if all members of the Board of Trustees shall individually or collectively consent in writing in advance to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Trustees.
9. Participation in Meetings by Means of Conference Telephone. Members of the Board of Trustees may participate in a meeting of the Board of Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
1. Committees. The Board of Directors, by resolution adopted by a majority of the Directors in
office, may create one or more committees and appoint Directors and other such persons to serve on the committee or committees. Each committee may exercise the authority of the Board of Directors to the extent permitted by law and as specified by the Board of Directors or in the Articles of Incorporation or these Bylaws, but 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 them by law. Unless otherwise specified by the Board of Directors, committees shall report all committee actions to the Board of Directors. Committees created by the Board of Directors shall have one or more directors as members, and all committee members shall serve at the pleasure of the Board. Any committee shall not have the power to:
A. Adopt a plan for the distribution of the assets of the Corporation, or for dissolution of the Corporation;
B. Fill vacancies on the Board of Directors or on any committees designated by the Board of Directors;
C. Elect, appoint or remove any Officer or Director or member of any committee, or fix the compensation of any member of a committee;
D. Adopt, amend or repeal the Bylaws or the Articles of Incorporation;
E. Adopt a plan of merger or adopt a plan of consolidation with another corporation;
F. Authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Corporation;
G. Amend, alter, repeal or take any action inconsistent with any resolution or action or
intent of the Board of Directors.
2. Quorum. Unless the appointment by the Board of Directors requires a greater number, a
majority of any committee shall constitute a quorum for committee action at any meeting of the committee, and the act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee. Without respect to the number required for quorum, the charter of the committee may place additional restrictions on the definition of quorum.
3. Participation at Meetings via Electronic Communication. Committee members may participate in and act at any committee meeting through the use of a conference telephone or other electronic communication by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. All committee members shall strive in good faith to attend Committee Meetings in person.
4. Meetings of Committees. Subject to action by the Board of Directors, each committee by majority vote of its members shall determine the time and place of meetings and the notice required therefore. Committees will make their meeting minutes available to the Secretary of the Corporation and the general Membership in a manner agreed upon by the committee and the Secretary.
5. Informal Action. Any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the committee members. The Secretary of the Corporation shall archive such consent as they would for any other Committee meeting, including making such consent available to the Membership.
6. Other Bodies. The Board of Directors may create and appoint persons to a commission, advisory body, or other such body which may or may not have Directors as members. Any such commission, advisory body or other body may not act on behalf of the Corporation or bind the Corporation to any action but may make recommendations to the Board of Directors or to the Officers of the Corporation.
1. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that they, or a person of whom they are the legal representative, is or was a Director or Officer of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the laws of Illinois as the same now or may hereafter exist (but, in the case of any change, only to the extent that such change permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such change) against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or su
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