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 use 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 historical interest having legal significance or bearing on the administration of justice

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 part of the income or assets or this organization shall inure to the benefit of any private member or individual, and no part of the activities of this organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation.

ARTICLE II – MEMBERSHIP

Section 1. FOUNDATION MEMBERS. All members of the Lake County Bar Association (the “Association”) shall also be members of the Foundation.  The Board of Trustees of the Foundation may invite individuals who are citizens of Lake County active in community affairs to join the Foundation as members.

Section 2. ANNUAL MEETING. The annual meeting of the members of this organization shall be held at the time and at the place of the annual meeting of the Association. Special meetings may be held at any time and place upon the call of the President of this organization 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 stating the time, place and purpose thereof. At any meeting of the members of this organization, 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, raise funds, determine policy, authorize expenditures and be charged generally with the governance of the Foundation except as to those matters reserved to the general membership.

Section 2. OFFICERS AS TRUSTEES. The Board of Trustees shall consist of six Trustees and the five Officers, who shall also be Trustees. The President of the Foundation shall preside over the Board. Trustees or Officers of the Foundation may also serve as Officers or Directors of the Association.

Section 3. SELECTION. Each year, the Board of Directors of the Association shall select three Trustees for the Foundation.  At least one Trustee shall be a member of the Board of Directors of the Association.  Each Trustee shall serve for a two year term and no Trustee shall serve more than 6 consecutive years, unless serving as an Officer.  Terms shall begin on the first Friday (after they have been sworn) in June of the year of their election.  Vacancies shall be filled in the same manner.

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.  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, a majority thereof shall constitute a quorum.  The act of a majority of the members of the Board of Trustees present at a meeting at which a quorum is present shall be the act of the Board.

Section 5. COMMITTEES.  There are hereby created the following permanent committees of the Foundation: (a) Awards, Scholarships, Education and Memorials Committee; and (b) Finance and Building Committee.  The President of the Foundation shall appoint the membership of the permanent committees.  The Chair of any committee shall be a member of the Foundation.  Other committee persons need not be members of the Foundation.  The President of the Foundation shall announce the appointment of the committees within a reasonable time after the annual meeting of the members of the Foundation.  Committee members shall serve terms of one (1) year unless reappointed.

(a)  The Awards, Scholarships, Education and Memorials Committee shall be responsible for the creation of educational programs and presentment of appropriate recognition to members of the legal and lay communities for outstanding service to the citizens of Lake County relative to the administration of justice, the profession of law, the Constitutions of the United States and the State of Illinois and the Judicial System.  They shall also be responsible for the conception, development and implementation of programs and projects to provide scholarship and memorial funds, for proper acknowledgment thereof, and for such other duties as may be assigned to the Committee by the Board of Trustees.

(b)  The Finance and Building Committee shall be responsible for all financial undertakings of the Foundation, including the construction of buildings, financing of construction, fund-raising projects, leasing of corporate assets, and any other financial undertakings other than the usual expenses incident to the normal operations of the Foundation.  The Finance and Building Committee shall furthermore be responsible for the Audit of all corporation accounts, and shall be responsible for the bonding of all Trustees and employees of the Foundation handling funds of the Foundation.  The Finance and Building Committee shall perform such other duties as may be delegated to it by the Board of Trustees.

Section 6.  TRANSITITION. 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. The Officers of the Foundation shall consist of the President, Vice-President, Secretary, Treasurer and Past President.  Each terms 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.  Terms shall begin on the first Friday (after they have been sworn) in June of the year of their election.  Vacancies shall be filled in the same manner.

Section 2.  PRESIDENT. The President shall preside at all meetings, 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, appoint the Chairs and members of committees, and supervise the regular operation of the Foundation.  The President, with the approval of the Board, shall create such ad hoc committees as are deemed useful.

Section 3. VICE-PRESIDENT. The Vice-president shall succeed to the office of President in the event of a vacancy and shall perform all other duties normally required to be performed by the Vice President of the corporation.  If the Vice-president succeeds to the office of President as a result of a vacancy, the former Vice-president shall complete the vacated term.

Section 4.  SECRETARY.. The Secretary shall keep the minutes and official records of the corporation and its meetings, shall send out all notices as may be required, shall keep the minutes of the meetings of the general membership, and 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, 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, 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 some suitable person to serve as Executive Director of the Foundation, which 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. NO COMPENSATION. No Officer or Trustee of the Foundation shall receive or be lawfully entitled to receive any compensation for services but may be reimbursed by the Foundation for expenses incurred in activities on behalf of the Foundation.

Section 2. 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.

ARTICLE VII – DEPOSITS AND DISBURSEMENTS

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

Section 2. FISCAL CONTROL. No expenditures shall be made by the Foundation except by check to be signed by the Treasurer.

ARTICLE VIII – BY-LAW AMENDMENTS

Amendments may be made to these By-Laws only by first being approved by the Board of Trustees and then by a vote of two-thirds of the 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

Last Updated on Wednesday, 30 June 2010 15:36
 

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