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Foundation By-Laws
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Lake County Bar Foundation

An Illinois Not-For-Profit Corporation and an Approved 501(c) (3) Organization

BY-LAWS

ARTICLE I - DENOMINATION AND FUNCTION

 

Section 1. NAME. This corporation shall be known as the "LAKE COUNTY BAR FOUNDATION" (the “Foundation”) and is incorporated under the Laws of the State of Illinois as a corporation, "Not For Profit".  The Foundation is and shall maintain status as a tax exempt entity pursuant to Internal Revenue Code Section 501(c) (3).

 

Section 2. PURPOSE. The Foundation was established in 1960 to promote the education of lawyers and advance the science of jurisprudence.  The purposes of the Foundation are: (a) promoting the charitable, educational, scientific and literary mission  of the Lake County Bar Association; (b) improving and facilitating the administration of justice; (c) promoting the study and research of law, the diffusion of legal knowledge and the continuing education of lawyers; (d) publishing and distributing addresses, reports, treatises and other literary works on legal subjects; (e) acquiring preserving and exhibiting rare books and documents, objects of art, and items of cultural or historical interest to the Lake County community and/or having legal significance or bearing on the administration of justice; (f) providing financial assistance to Lake County Bar Association  (“the Association”) Attorney members in need as determined solely at the discretion of the Trustees of the Foundation (the “Trustees”); (g) purchasing, owning, managing, leasing and renting out to qualified tenants, including the Association, real estate, buildings or portions thereof as approved by the Trustees; and (h) raising funds and obtaining property to accomplish and maintain any of the stated purposes of the Foundation.

 

Section 3. POWERS The Foundation shall have the power and authority to take by bequest, devise, gift, grant, purchase, lease or otherwise and to hold, manage and use for the purposes herein set forth, any property, real or personal, tangible or intangible, or any undivided interest therein; to convey, sell or otherwise dispose of such property and to invest, reinvest and manage the same including the right to vote any stocks so held, in such manner as in the judgment of the Trustees of this organization will best promote its purposes; and to do and perform all acts and things which are legitimate and are reasonably calculated to promote the interests and carry out the purposes of this organization.

 

Section 4. LIMITATION. No substantial part of the activities of the Foundation shall be carrying on propaganda or otherwise attempting to influence legislation (except as permitted in Section 501 (h) of the Internal Revenue Code of 1986). The Foundation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. 

 

ARTICLE II – MEMBERSHIP

Section 1. FOUNDATION MEMBERS.  All members of the Association shall also be members of the Foundation.  The Trustees of the Foundation may invite individuals who are active in community affairs to join the Foundation as members.  Only Foundation Members present (either in person or, if explicitly permitted by the Chair, via telephone) at a meeting shall be permitted to make motions, pose objections or vote on matters before the body.  No member may cast more than one (1) vote on any matter nor may any member appoint any other member to vote by proxy on his or her behalf.

Section 2. ANNUAL MEETING.  The Annual Meeting of the members of the Foundation shall be held at the time and at the place of the Annual Meeting of the Association. Special meetings of the Foundation may be held at any time and place upon the call of the President of the Foundation or any three of the Trustees, who shall give at least five (5) but no more than forty (40) days written notice of any special meeting to all members of the Foundation stating the time, place and purpose thereof. At any Annual Meeting or special meeting of the members of the Foundation, fifteen (15) members shall constitute a quorum.

ARTICLE III – BOARD OF TRUSTEES

Section 1. DUTIES.  The Board of Trustees shall have the duty of management of the regular affairs of the Foundation, including but not limited to raising funds, managing holdings, determining policy, authorizing expenditures and the general governance of the Foundation except as to those matters reserved by these By-Laws to the general membership of the Foundation.

Section 2. OFFICERS AS TRUSTEES. Officers and Trustees of the Foundation shall be Attorney Members of the Lake County Bar Association in good standing.  The Foundation Board of Trustees shall consist of no fewer than six Trustees and the five Officers, who shall also be Trustees. The President of the Foundation shall preside over the Board of Trustees. Trustees or Officers of the Foundation may also serve as Officers or Directors of the Association.

 

Section 3.  APPOINTMENT AND TERM OF SERVICE.  The Board of Directors of the Association, upon advice from the Foundation President, may annually fill each Trustee position which expires during that year.  The Board of Directors of the Association, upon advice from the Foundation President, may annually appoint such additional Trustees as it deems necessary or appropriate in its sole discretion. The Second Vice President of the Association shall serve ex officio as a Trustee.  Each Trustee other than the Second Vice President of the Association shall serve for a two year term.  A term shall begin on the first Friday (after the Trustees have been sworn) in June of the year of the appointment.  Trustee vacancies due to the expiration of an appointed term may, at the sole discretion of the Board of Directors of the Association, be left vacant, filled by re-appointment of the subject Trustee, or filled by appointment of a new Trustee.  Trustee vacancies other than due to the expiration of terms shall be immediately addressed by the Board of Directors of the Association in the same manner as above and, if filled, the term shall be that of the Trustee who has vacated the office.  In no case shall the number of Trustees be fewer than six (6), exclusive of Officers.

Section 4. MEETINGS.  Regular meetings of the Board of Trustees shall be held at such times and places and upon such notice as may be fixed by the Board of Trustees.  Special meetings may be held at any time upon the call of the President or any three of the Trustees, who shall give at least five (5) but not more than forty (40) days written notice of any special meeting stating the time, place and purpose thereof.  At any meeting of the Board of Trustees, six (6) Trustees inclusive of Officers shall constitute a quorum.   The act of the Trustees undertaken at such a properly called and constituted meeting shall be the act of the Board.

Section 5.  TRANSITION.  Initially the six Trustees shall be selected in two groups: (a) three Trustees for a two-year term, and (b) three Trustees for a one-year term.  Thereafter, each term shall be two years.  Initially, the Past President will be selected by the Board of Directors of the Association.

ARTICLE IV – OFFICERS AND DUTIES

Section 1. OFFICES AND APPOINTMENT OF OFFICERS.  The Officers of the Foundation shall consist of the President, Vice-President, Secretary, Treasurer and Past President.  Each term shall be two years and until their successors have been sworn.  The President shall succeed to the office of Past President.  The President, Vice-President, Secretary and Treasurer shall be appointed by the Board of Directors of the Association upon advice of the current sitting Foundation President.  Terms shall begin on the first Friday (after they have been sworn) in June of the year of their election.    A mid-term vacancy in the Office of President shall immediately be filled by the Vice-President for the remainder of the current term; and in that event, the Office of Vice-President shall immediately be considered vacant.  Mid-term vacancies of Officers other than President shall be filled, for the remainder of the current term, by appointment by the Board of Directors of the Association upon advice of the current sitting Foundation President.  Vacancies in the Office of Past President shall not be filled.

Section 2.  PRESIDENT.  The President shall preside at all meetings of the Board of Trustees.  In the President’s absence, the Vice President shall preside.  In the absence of the President and the Vice President, the President shall appoint another Officer as Chair pro tem.  The President shall supervise the regular activities of the Foundation, and such other duties as may be prescribed by the Board of Trustees.  The President shall initiate and recommend programs and activities to further the interests of the Foundation and its members, act as Chair of the Board of Trustees, and supervise the regular operation of the Foundation.  The President, with the approval of the Board of Trustees, shall create such ad hoc committees as are deemed useful and appoint Foundation members to those committees, including a Chair

Section 3. VICE-PRESIDENT.    The Vice-President shall preside over meetings of the Board of Trustees or the Executive Committee in the absence of the President and shall perform such other duties as may be assigned by the Foundation President.


Section 4.  SECRETARY. The Secretary shall: (a) keep the minutes and official records of the corporation and its meetings; (b) send all notices as may be required; (c) keep the minutes of the meetings of the general membership and the Board of Trustees; and (d) perform any other duties delegated by the Board of Trustees.


Section 5. TREASURER. The Treasurer shall collect, keep careful and regular book accounts of, and expend, under the direction of the Board of Trustees, the monies of the Foundation. The Treasurer, when directed by the President or the Board of Trustees, shall submit detailed statements of the monies received and expended and the amounts due to and by the Foundation. The Treasurer's books and accounts shall at all times be subject to examination and audit by the Officers of the Foundation, or by special committee appointed for that purpose.


Section 6. PAST PRESIDENT. The Past President shall perform such other duties as assigned by the President.

 
Section 7.  ADDITIONAL DUTIES.  The duties enumerated in this Article may from time to time be supplemented, determined or defined by the Board of Trustees.

ARTICLE V – EXECUTIVE DIRECTOR

The Board of Trustees shall designate a person to serve as Executive Director of the Foundation, who shall be, until otherwise decided by the Board of Trustees, the same person serving as Executive Director of the Association.  The Executive Director shall perform all duties and responsibilities delegated by the Board of Trustees.

ARTICLE VI – COMPENSATION

Section 1. EMPLOYEES. The Foundation may pay compensation in a reasonable amount to employees or agents for services rendered in carrying on the activities of the Foundation, provided such compensation shall be approved by the Board of Trustees. At least annually, the Foundation shall pay to the Association a reasonable amount to reimburse the Association for the time devoted by the Executive Director to services for the Foundation.

Section 2. NOT FOR PROFIT. No part of the income, or profits of the Foundation shall inure to the benefit of or be distributed to any individual member except as stated herein.  The Foundation may pay reasonable compensation to members performing services to the Foundation if compensation would otherwise be paid to an outside individual for such service and compensation is approved by resolution of the Board of Trustees. Expenses incurred on behalf of the Foundation shall be reimbursable.  Notwithstanding the foregoing, no Trustee or member may receive compensation for fulfilling the ordinary and necessary duties arising from their position within the Foundation.

ARTICLE VII – DEPOSITS AND DISBURSEMENTS

Section 1. BANK ACCOUNTS.  The Board of Trustees, by proper resolution, shall designate a bank or other financial institution as the depository of all funds received by the Foundation.

Section 2. FISCAL CONTROL. Expenditures made by the Foundation shall be approved by the Treasurer.  The Officers of the Foundation may also authorize payment of de minimis expenditures by the Executive Director.

ARTICLE VIII - INDEMNIFICATION OF TRUSTEES

Section 1.  IndemnityThe Foundation shall defend and indemnify each Trustee who was or is a party or is threatened to be made party to any threatened, pending or completed civil action, suit or proceeding, whether named personally or in his official capacity arising from his duties as trustees.    Any rights conferred by this Article shall inure to the benefit of the heirs, executors and administrators of such person.

Section 2. Other Defense and Indemnification. The Foundation's obligation, if any, under this article shall be reduced by any amount such person may collect as indemnification from insurance.

Section 3.  Amendment or Repeal.  Any repeal or modification of the foregoing provisions regarding indemnification shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 4.  Insurance.  The Foundation shall purchase and maintain insurance sufficient to reasonably insure its obligations under this article.

Section 5.  Partial InvalidityThe invalidity or unenforceability of any part of this Article shall not affect the validity and enforceability of the remaining provisions of this Article.

ARTICLE IX - CONFLICT OF INTEREST

The Foundation shall adopt a Conflict of Interest Policy and each Trustee, shall abide by its terms.  All Trustees, shall be informed of the Conflict of Interest Policy upon beginning their duties and shall immediately complete and sign a conflict of interest statement. Timely completion of a conflict of interest statement shall be a requirement for continued service to the Foundation as a Trustee

ARTICLE X – CAPTIONS AND CONTEXT OF TERMS.

Captions shall have no impact or meaning as to the terms of these by-laws.  Singular and plural and masculine, feminine and neutral shall be interchangeable as required or permitted in the context of this instrument.

ARTICLE XI  – BY-LAW AMENDMENTS

Amendments may be made to these By-Laws only by first being approved by the Board of Trustees of the Foundation and then by a vote of two-thirds of the Foundation members present at any meeting called for that purpose. No proposed amendment shall be considered unless the proposed amendment shall have been included verbatim in the notice for the meeting at which it is to be considered.

 

 

These By-Laws shall be in full force and effect from and after the date of their passage.

Ratified and Adopted this 28th day of March, 1995.
(Proposed amendments, June 13, 1996)

As Amended, Ratified and Restated on September 22, 2009

As Amended and Ratified on May 17, 2016

 

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