CORPORATE BYLAWS
OF
THE CHICAGO CHILDREN’S ADVOCACY CENTER
Most Recent Update – September 12, 2013
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TABLE OF CONTENTS
Article I NAME
Section 1.1Not-for-Profit
Section 1.2Mission Statements
Section 1.3Rules
Article II REGISTERED OFFICE AND AGENT
Section 2.1Registered Office and Agent
Article III MEMBERS
Section 3.1No Members
Article IV OFFICERS
Section 4.1Officers
Section 4.2Election and Term of Office
Section 4.3President of the Board
Section 4.4Vice President
Section 4.5Secretary
Section 4.6Treasurer
Section 4.7Assistant Treasurers and Assistant Secretaries
Section 4.8Executive Director
Article V BOARD OF DIRECTORS
Section 5.1General Powers
Section 5.2Composition, Tenure and Qualifications
Section 5.3Regular Meetings
Section 5.4Special Meeting
Section 5.5Notice
Section 5.6Quorum
Section 5.7Manner of Acting
Section 5.8Informal Action by Directors
Section 5.9Vacancies
Section 5.10Compensation
Section 5.11Attendance by Communication Equipment
Section 5.12Resignation
Section 5.13Removal
Article VI COMMITTEES
Section 6.1Committees of Directors
Section 6.2Standing Committees.
Section 6.3Special and Ad Hoc Committees
Section 6.4Advisory Committees
Section 6.5Rules
Article VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 7.1Contracts
Section 7.2Checks, Drafts, Etc
Section 7.3Deposits
Section 7.4Gifts
Article VIII BOOKS AND RECORDS
Section 8.1Books and Records Policy
Article IX FISCAL YEAR
Section 9.1Fiscal Year
Article X WAIVER OF NOTICE
Section 10.1Waiver of Notice Policy
Article XI AMENDMENTS TO BYLAWS
Section 11.1Amendments
Article XII INDEMNIFICATION
Section 12.1Indemnification Policy
Article XIII CONFLICT OF INTEREST
Section 13.1Conflict of Interest Policy
Most Recent Update – March 12, 2015
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BYLAWS
OF
CHICAGO CHILDREN’S ADVOCACY CENTER
Article INAME
The name of the corporation shall be Chicago Children’s Advocacy Center (heretofore referred to as “The Corporation” or “CCAC”).
Section 1.1Not-for-Profit
. The Corporation is organized under and shall operate as an Illinois not-for-profit corporation, and shall have such powers as are now or as may hereafter be granted by the Illinois General Not-For-Profit Corporation Act of 1986, as amended.
Section 1.2Mission Statements
. The Chicago Children’s Advocacy Center unites public, private and community partners to ensure the safety, health and well-being of abused children.
Section 1.3Rules
. The following rules shall conclusively bind the Corporation and all persons acting for or in behalf of it:
a.No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, 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.
b.No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, 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.
c.Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any further United States Internal Revenue Law) or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
d.Upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501 c (3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United Sates Internal Revenue Law), as the board of directors shall determine. Any assets not so disposed of shall be disposed of by the Court of common pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article IIREGISTERED OFFICE AND AGENT
Section 2.1Registered Office and Agent
. The CCAC shall have and continuously maintain in the State of Illinois registered office and registered agent whose office shall be identical with such registered office, and may have such other offices within or without the state of Illinois and such other registered agents as the Board of Directors may from time to time determine.
Article IIIMEMBERS
Section 3.1No Members
. The Corporation shall have no members.
Article IVOFFICERS
Section 4.1Officers
. Upon election or re-election the officers of the Corporation shall be President, Vice-President, Secretary, Treasurer and such other officers as may be determined by the Board of Directors. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board of Directors. Officers need not be residents of Chicago.
Section 4.2Election and Term of Office
. The officers shall be elected by the Board of Directors for a two-year term, limited to three consecutive two-year terms for the same office upon re-election. The officers shall be elected at the annual meeting of the Board of Directors nearest the expiration of their term of office and shall serve until their successors have been duly elected and have qualified. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.
Section 4.3President of the Board
. The President of the Board shall be elected from among the Directors of the Corporation and shall preside at all meetings of the Board of Directors. The President shall be responsible for providing effective leadership and direct the functioning and operation of the Board of Directors. The President shall in general perform all duties incident to the Office of the Board President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall serve as Chair of the Executive Committee. The President shall serve as a liaison between the Board of Directors and the Executive Director of the Corporation. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 4.4Vice President
. The Vice President serves on the Executive Committee, the Governance Committee, and other committees assigned by the President, maintains close communication with the President, and assists the President as requested in the execution of his or her duties. In the President’s absence, the Vice President presides at meetings of the Executive Committee and Board of Directors.
Section 4.5Secretary
. The Secretary shall be the official record-keeper of the Corporation; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 4.6Treasurer
. The Treasurer shall serve as Chair of the Finance & Administration Committee and be a member of the Audit Committee. The Treasurer shall provide financial oversight of the Corporation’s financial statements, budgeting and the fiscal policies and procedures.
Section 4.7Assistant Treasurers and Assistant Secretaries
. The Board of Directors may appoint one or more assistant treasurers and assistant secretaries. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President of the Board of Directors.
Section 4.8Executive Director
. The Corporation shall employ an Executive Director who shall be the chief executive officer of the Corporation. Subject to the authority of the Board of Directors, the Executive Director shall have day-to-day direction over the management and operations of the Corporation with the authority to enter into contracts on behalf of the organization; shall implement all policies of the Board; shall submit to the Board or its committees such reports as the Board may require; provide guidance and direction in the preparation of an annual report for presentation to and adoption by the Board; shall assist in the preparation of all CCAC policy; shall provide staff support to the Board; and shall perform such other functions as the Board may direct. The Executive Director shall be responsible directly to the Board of Directors and shall be an ex-officio member of the standing Board committees without vote.
Article VBOARD OF DIRECTORS
Section 5.1General Powers
. The affairs of the Corporation shall be managed by its Board of Directors.
Section 5.2Composition, Tenure and Qualifications
. The number of directors shall be not less than 18 and not more than 23. The directors shall be elected to serve a three-year term, unless elected to fill the remaining term of another director who has resigned or been removed. Directors’ terms shall be established so that, as nearly as practicable, no more than one-third of the directors’ terms expire in any year.
Section 5.3Regular Meetings
. A regular meeting of the Board of Directors shall be held quarterly or at such other time and at such place as may be designated by the Board of Directors. 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 5.4Special Meeting
. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them.
Section 5.5Notice
. Notice of any special meeting of the Board of Directors shall be given at least three days previously thereto by written notice delivered personally or sent by mail or facsimile transmission to each director. If notice be given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited with postage prepaid in the United States mail. If notice be given by facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. Any director may waive notice of any meeting.
Section 5.6Quorum
. One-third of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if a quorum is not present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. At the adjourned meeting, and if a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.
Section 5.7Manner of Acting
. The act of a majority of the directors eligible to vote and present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the act of a greater number is otherwise required by law, the Articles of Incorporation or by these Bylaws. Each Director shall have one (1) vote.
Section 5.8Informal Action by Directors
. Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of directors or a committee thereof may be taken by without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and all of any non-director committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.
Section 5.9Vacancies
. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors after receiving recommendations, if any, by the Governance Committee. A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 5.10Compensation
. Directors shall not receive any salaries for their services. Out-of-pocket expenses require prior review and approval by the Executive Director and President.
Section 5.11Attendance by Communication Equipment
. Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such meeting shall constitute attendance and present in person at the meeting of the person or persons so participating.
Section 5.12Resignation
. Any director may resign at any time by giving a written notice to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified therein, or if no time is specified, immediately upon receipt of written confirmation by the Corporation.
Section 5.13Removal
. Any director may be removed from the board with or without cause by the affirmative vote of a majority of the directors then in office present and voting at a meeting at which a quorum is present. Failure by a director to attend three or more consecutive meetings of the Board of Directors may be considered “cause” for the removal of such director.
Article VICOMMITTEES
Section 6.1Committees of Directors
. The Board of Directors shall have the power to establish such committees as is deemed necessary to further the purposes and goals of the Corporation. The Board of Directors, by resolution adopted by a majority of Directors in office, may designate and appoint one or more Board committees (the “Board Committees”) which Board Committees shall be standing, special, or ad hoc. Unless otherwise provided herein, the Board Committees shall be responsible to the Board of Directors and shall not have authority to take action on behalf of or otherwise bind the Board of Directors, unless provided otherwise herein, but shall undertake to review matters described herein and to take such findings and recommendations to the full Board of Directors.
Section 6.2Standing Committees.
1.a.General Conditions
(1)The Chairperson of all standing committees shall be appointed by the President subject to the specific requirements of these Bylaws and the approval of the Board of Directors at its annual meeting or as soon thereafter as may be reasonably convenient.
(2)Each committee shall be comprised of a minimum of three or more individuals, at least a majority of which shall be Directors. Committees, other than the Executive Committee, Governance Committee and Audit Committee, may be enlarged to include persons other than members of the Board of Directors.
(3)The term of office of members of all standing committees shall commence immediately following the meeting at which they are appointed and approval of the Board of Directors is given, and shall continue until the close of the next annual meeting or until successors are elected and assume their respective duties.
(4)The Chairpersons of all standing committees shall be members of the Board of Directors.
(5)Each standing committee shall meet at the call of its chairperson at an hour and place to be stated in the call. A majority shall constitute a quorum and the act of a majority of the members present and voting at a meeting at which a quorum is present shall be the act of the committee.
(6)Vacancies in the membership of any committee may be filled by an appointment made by the President, subject to the approval of the Board of Directors.
b.The Executive Committee
(1)The Executive Committee shall consist of the President, Vice President, the Secretary and the Treasurer, and up to two additional ad hoc members appointed by the President, subject to the approval of the Board of Directors. The President shall preside at all meetings of the Executive Committee.
(2)There shall be at least one scheduled Executive Committee meeting per year. Other meetings of the Executive Committee shall be convened on an as needed basis, at the discretion of the Board President.
(3)Notwithstanding other provisions and restrictions of these by-laws, the Executive Committee of the Board, by simple majority vote of that committee, shall the power, right and duty to extend individual member terms on a case-by-case basis for the purposes of managing Board membership and creating and maintaining a balance of Board class size (i.e., for purposes of having as equal numbers if members leave and enter the Board each year as possible).
(4)Notwithstanding other provisions of these by-laws, the Executive Committee of the Board, by simple majority vote of the committee, shall have the power, right, and duty to add a member to the Board on a case-by-case basis for the purposes of filling the position of a Board member who terminates his/her membership prior to completion of a full term on the Board.
(5)The Executive Committee shall have the power to transact all regular business of the Corporation during the interim between meetings of the Board of Directors; provided, however, that the Executive Committee may not:
(i)Adopt a plan for the distribution of assets of the Corporation, or for dissolution;
(ii)Fill vacancies on the Board or on any of its committees;
(iii)Elect, appoint or remove any officer of director or member of any committee, or fix the compensation of any member of a committee;
(iv)Adopt, amend or repeal the Bylaws or the Articles of Incorporation;
(v)Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange, or mortgage of all or substantially all of the property or assets of the Corporation; or
(vi)Amend, alter, repeal or take action inconsistent with any resolution or action by the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.
Any Action taken by the Executive Committee shall not conflict with these Bylaws or the policies or expressed wishes of the Board of Directors, and the Executive Committee shall promptly advise the Board of Directors of its actions.
c.The Finance & Administration Committee
(1)The Finance & Administration Committee shall consist of the Treasurer of the Corporation, acting as Chair of the Committee, with vote, as well as additional individuals appointed by the Treasurer, subject to the approval of the Board of Directors. The Treasurer shall preside as Chairperson at all meetings of the Finance & Administration Committee. The Committee’s function shall be to review and make recommendations with respect to the administration of the Corporation. The Committee shall receive reports of such investments and ascertain that the income received from such investments is applied to the proper fund of the Corporation. It shall make such reports regarding income and expenditures as the Board of Directors or its Executive Committee may direct, and be responsible for the audit of such reports.