Bylaws

Preamble

These Bylaws govern the internal affairs of Chha Gam Patidar Samaj, Inc. (the “Corporation” or the “Samaj”), an Illinois not-for-profit corporation. They are adopted subject to, and are to be read together with, the Corporation’s Articles of Incorporation (the “Articles”), the Illinois General Not For Profit Corporation Act of 1986, 805 ILCS 105 (the “Act”), and applicable federal tax law. Where these Bylaws conflict with the Articles or with a mandatory requirement of law, the Articles or that law control.

The Corporation adopts a Chairman-led governance model intended to provide stable, long-term leadership while preserving the governance role and fiduciary duties that the Act assigns to the Board of Directors and the rights reserved to the voting members. Nothing in these Bylaws shall be construed to relieve any director or officer of a duty imposed by law, or to authorize any person to prevent the Corporation or its directors from taking action required by law.

Article I — Name, Purposes, and Offices

Section 1.1 Name.

The name of the Corporation is Chha Gam Patidar Samaj, Inc.

Section 1.2 Purposes.

The Corporation is organized and operated exclusively for charitable, cultural, educational, and community purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Without limiting the foregoing, the purposes of the Corporation include uniting the Patidar families of the six ancestral villages — Dharmaj, Karamsad, Vaso, Nadiad, Bhadran, and Sojitra — in the greater Chicago area; preserving and promoting the community’s heritage, culture, and traditions; organizing community events and programs; and supporting the welfare and fellowship of the community across generations.

The Corporation shall not carry on any activity not permitted to be carried on by an organization exempt under Code Section 501(c)(3), or by an organization to which contributions are deductible under Code Section 170(c)(2).

Section 1.3 Offices and Registered Agent.

The Corporation shall continuously maintain in Illinois a registered office and a registered agent as required by the Act. The principal office of the Corporation is located at 9249 N. Maryland, Niles, Illinois 60714, or at such other location as the Board of Directors may determine. The Corporation’s federal employer identification number (EIN) is 42-3541970.

Article II — Governance Structure and Authority

Section 2.1 Governance bodies and officers.

The Corporation operates through the Chairman, the Vice Chairman, the Board of Directors, the President, the other officers, and the committees provided for in these Bylaws. Each shall exercise the authority, and perform the duties, assigned by the Articles, these Bylaws, and applicable law.

Section 2.2 The Chairman as highest executive leader.

The Chairman is the highest-ranking executive officer of the Corporation and the principal source of its long-term strategic leadership, subject at all times to applicable law, to the Articles, to the governance and fiduciary responsibilities reserved to the Board of Directors, and to the rights reserved to the voting members.

Section 2.3 Distinction between executive leadership and Board governance.

These Bylaws distinguish the executive leadership exercised by the Chairman and the President from the governance, oversight, and fiduciary responsibilities vested in the Board of Directors by the Act. Executive authority is exercised within, and never in derogation of, the Board’s statutory responsibility to manage or direct the management of the affairs of the Corporation under 805 ILCS 105/108.05.

Section 2.4 Chairman as director.

The Chairman shall also serve as a member of the Board of Directors while holding the office of Chairman, as provided in Articles IV and VII and subject to the applicable requirements of the Act, including 805 ILCS 105/108.50. While serving as a director, the Chairman has the rights and responsibilities of a director, including all applicable fiduciary duties, and remains subject to the director-removal provisions of the Act and these Bylaws separately from the Chairman’s status as an officer.

Article III — Membership

Section 3.1 Eligibility and classes.

The Corporation has a single class of voting members. Membership is open to any individual eighteen (18) years of age or older who is of Chha Gam Patidar heritage — tracing family ancestry to one or more of the six villages (Dharmaj, Karamsad, Vaso, Nadiad, Bhadran, or Sojitra) — or who is the spouse of such a person, and who submits a membership application that the Corporation accepts. The Board of Directors may, by resolution, establish additional non-voting categories of affiliation (such as honorary or youth affiliates) and their privileges, but only members of the voting class have the voting rights described in these Bylaws.

Section 3.2 Dues.

The amount, schedule, and any classes of membership dues are established and may be changed by the Board of Directors by resolution. Dues and all other contributions are non-refundable, consistent with the Corporation’s Refund & Donation Policy.

Section 3.3 Voting rights; election of the Board.

The members are the voting members of the Corporation. Each member in good standing is entitled to one (1) vote on each matter submitted to a vote of the members, including the election of the directors of both classes as provided in Article VII. The matters on which the members vote are those specified by the Act, the Articles, and these Bylaws. The rights reserved to voting members by the Act may not be eliminated or bypassed by these Bylaws or by action of the Chairman or the Board.

Section 3.4 Meetings of members.

An annual meeting of the members shall be held each year, at a time and place (or by means of remote communication) fixed by the Board, for the election of directors in election years and the transaction of other business. Special meetings of the members may be called by the Chairman, by the Board of Directors, or by members holding at least one-tenth (1/10) of the votes entitled to be cast. Written notice stating the place, date, and hour of any members’ meeting, and, for a special meeting, the purpose(s) for which it is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the meeting.

Section 3.5 Quorum and voting.

The presence, in person or as otherwise permitted by the Act, of members holding ten percent (10%) of the votes entitled to be cast constitutes a quorum at a meeting of the members. When a quorum is present, the affirmative vote of a majority of the votes cast is the act of the members, unless a greater number is required by the Act, the Articles, or these Bylaws. Members may vote in person or, where the Board authorizes it, by proxy, ballot, or remote communication as permitted by the Act.

Section 3.6 Suspension and termination.

A member may be suspended or expelled for cause — including conduct materially harmful to the Corporation or a sustained failure to meet membership obligations — by the affirmative vote of a majority of the directors then in office, following written notice of the grounds and a reasonable opportunity for the member to be heard. Any suspension or expulsion must be carried out in good faith and in a fair and reasonable manner as required by the Act.

Section 3.7 Town Hall meetings (open to the public).

The Corporation shall hold a regular Town Hall meeting, open to the public, on the third (3rd) Sunday of each month at 11:00 a.m. Central Time (subject to the holiday adjustment in Section 18.5), at a place or by means of remote communication announced in advance. Town Hall meetings provide a forum for community information, questions, and input. A Town Hall meeting is not a meeting of the members or of the Board of Directors for the purpose of taking corporate action, and no binding corporate or Board action is taken at a Town Hall meeting; any such action requires a duly called and noticed members’ or Board meeting held in accordance with these Bylaws and the Act. The President (or, in the President’s absence, the Chairman or a designee) shall preside.

Article IV — Office of the Chairman

Section 4.1 Tenure.

The Chairman serves without a fixed expiration date and is intended to serve for life, subject to voluntary resignation, death, permanent incapacity as determined under Article IX, and removal in accordance with applicable law and these Bylaws. The office of Chairman is not subject to ordinary annual elections or routine term limits.

Section 4.2 Executive powers and duties.

Subject to applicable law, the Articles, and the authority reserved to the Board and the members, the Chairman shall have authority and responsibility to:

• Establish the Corporation’s strategic vision, long-term priorities, and institutional direction;
• Preside over meetings of the Board of Directors;
• Provide executive supervision of the President and of executive administration;
• Nominate or appoint officers and committee leaders using the approval procedures set out in these Bylaws;
• Issue executive directives and Executive Orders within the scope of authority lawfully delegated to the office;
• Establish and oversee committees as provided in these Bylaws;
• Require reports from officers and committees;
• Represent the Corporation in major official and ceremonial matters;
• Protect the Corporation’s mission, identity, institutional history, and continuity; and
• Exercise such additional powers as are lawfully granted to the office by the Articles and these Bylaws.

Section 4.3 Fiduciary duties.

In exercising executive authority and in serving as a director, the Chairman is subject to the duties of care, loyalty, and good faith, and to the conflict-of-interest provisions of Article XII and the Act. No provision of these Bylaws relieves the Chairman of any such duty.

Section 4.4 Authority to issue and override policies.

The Chairman may, on the Chairman’s own authority and without the approval of the Board, any officer, any committee, or the members, issue, amend, suspend, or rescind the organizational, administrative, and operational policies of the Corporation. A policy issued by the Chairman takes effect when issued in writing and remains in effect until the Chairman amends, suspends, or rescinds it, or until it is superseded as provided in these Bylaws. Where a policy issued by the Chairman conflicts with a policy adopted by a committee, an officer, or (except as provided below) any other body, the policy issued by the Chairman controls.

This authority is subject only to the following limits, which the Chairman’s policy power may not override: (a) applicable law, including the Act; (b) the Articles of Incorporation and these Bylaws; (c) the Corporation’s obligations as a tax-exempt organization under Article XV; (d) any matter the Act or the Articles reserve to the Board of Directors or to the members — including the Board’s financial oversight and internal controls, the conflict-of-interest requirements of Article XII, and any policy a statute requires the Board or the members to adopt or approve; and (e) the fiduciary duties owed to the Corporation. A policy, or any portion of a policy, that exceeds these limits is ineffective to that extent, and the remainder remains in effect. The Secretary shall maintain the current written policies of the Corporation and record each issuance, amendment, suspension, or rescission by the Chairman.

Section 4.5 Executive Orders.

The Chairman may direct the affairs of the Corporation, within the Chairman’s lawful authority, by issuing written Executive Orders, and may do so without the approval of the Board, any officer, any committee, or the members. An Executive Order is a numbered, dated, written directive signed by the Chairman that may, among other things: direct the President, the other officers, the committees, and the administration of the Corporation in the performance of their duties; implement the Chairman’s strategic priorities and policies; establish, assign responsibilities to, or dissolve committees and task forces as permitted by these Bylaws; and set operational direction and priorities. An Executive Order takes effect when signed, or on the effective date stated in it, is binding on the officers, committees, employees, and volunteers of the Corporation to the extent of the Chairman’s authority, and remains in effect until the Chairman amends or rescinds it, it expires by its own terms, or it is superseded.

An Executive Order is subject to the same limits as Section 4.4 and may not override applicable law, the Articles, these Bylaws, the Corporation’s tax-exempt obligations under Article XV, any matter the Act or the Articles reserve to the Board of Directors or the members, or any fiduciary duty; to the extent an Executive Order exceeds the Chairman’s lawful authority it is ineffective, and the remainder stays in effect. The Secretary shall number each Executive Order consecutively, maintain the official record of Executive Orders, and make the record available to the Board. An Executive Order is not a bylaw and does not amend these Bylaws or the Articles.

Section 4.6 Primary responsibility and accountability.

The Chairman is the principal officer responsible and accountable for the leadership, direction, and legal, tax, and regulatory compliance of the Corporation, to the fullest extent permitted by law. The Chairman shall take primary responsibility for ensuring that the Corporation meets its legal, tax, and regulatory obligations and operates in accordance with its mission, the Articles, these Bylaws, and applicable law, and is the Corporation’s primary point of executive accountability to the Board, the members, and regulators.

Limitation (what the law does not allow). The concentration of responsibility in the Chairman does not, and cannot, eliminate or transfer the fiduciary duties that the Act imposes on each individual director. Those duties are personal and non-delegable and are among the matters Illinois law reserves to the Board (Section 7.1); each director remains subject to them regardless of this Section. To give practical effect to the Corporation’s intent that the Chairman bear primary responsibility while protecting those who serve in good faith, the Corporation shall indemnify its directors and officers to the fullest extent permitted by the Act, and shall maintain directors-and-officers liability insurance where reasonably available, as provided in Article XIII.

Section 4.7 Resignation and incapacity.

The Chairman may resign by written notice to the Board. Permanent incapacity shall be determined under Article IX. Upon resignation, death, permanent incapacity, or removal, the succession provisions of Article VII and Article IX apply.

Article V — Reserved Consent and Veto Powers of the Chairman

Section 5.1 Design principle.

The Chairman holds reserved-consent (“veto”) rights only over the specifically enumerated discretionary matters listed in Section 5.2, and only to the extent permitted by applicable law. These rights are drafted as a lawful consent condition on specified discretionary corporate actions. They do not, and may not, authorize the Chairman to prevent the Board or any director from satisfying a mandatory legal or fiduciary duty, or to override a right reserved to members by law.

Section 5.2 Reserved matters.

The following matters require the Chairman’s prior written consent before the Corporation may take the action, subject to any Board and member approvals the Act also requires:

• Changes to the Corporation’s mission, purposes, or fundamental identity;
• Amendments affecting the Chairman’s office, tenure, executive authority, succession, or reserved-consent rights;
• Changes to the fundamental governance structure established by these Bylaws;
• Appointment or removal of the President, to the extent the officer-selection structure adopted under Article VIII lawfully gives the Chairman that role;
• Major organizational restructuring;
• Any transaction involving the sale, lease, exchange, or other disposition of all, or substantially all, of the Corporation’s assets;
• Any merger, consolidation, or dissolution, subject to the statutory and member-approval requirements that apply to such actions;
• Changes to the succession framework in Article VII and Article IX; and
• Such other specifically enumerated matters as are adopted in the Articles or these Bylaws.

Ordinary event planning, routine committee activity, and day-to-day administration do not require the Chairman’s consent unless expressly designated above.

Section 5.3 Procedure.

A proposed reserved matter shall be submitted to the Chairman in writing. The Chairman may give written consent or withhold consent by written notice to the Secretary and the Board identifying the proposed action and stating that consent is withheld. The Secretary shall record the notice and the related Board action in the corporate minutes. A matter validly subject to a reserved-consent requirement does not become an authorized corporate action without the required consent, except where applicable law requires otherwise. The Chairman shall respond within fifteen (15) days of submission; for a time-sensitive matter, the Board may by resolution set a shorter emergency response period of not less than forty-eight (48) hours.

Section 5.4 No implied consent.

Silence or failure to respond does not constitute consent unless these Bylaws expressly establish a response deadline and provide that the deadline’s expiration constitutes consent.

Section 5.5 No unlawful interference; no override only where lawful.

Nothing in this Article prevents directors from fulfilling statutory duties, taking action required by law, responding to emergencies as required by law, or respecting member rights. The Corporation’s policy is that the Board may not override the Chairman’s withholding of consent on the enumerated discretionary reserved matters; this policy is effective only as to matters that may lawfully be made subject to such a condition, and is not effective as to any mandatory legal or fiduciary duty or any reserved member right.

Article VI — Vice Chairman

Section 6.1 Office, selection, and presiding in the Chairman’s absence.

The Vice Chairman assists the Chairman and performs the duties delegated by the Chairman or assigned by these Bylaws. The Vice Chairman is nominated by the Chairman and confirmed by the affirmative vote of a majority of the directors then in office.

In the absence or temporary unavailability of the Chairman, the Vice Chairman presides over and runs meetings of the Board of Directors and exercises the Chairman’s presiding functions for that meeting. This authority to preside during an absence is distinct from, and does not by itself trigger, the succession provisions of Section 6.2, which apply only upon a vacancy in the office of Chairman; while merely presiding in the Chairman’s absence, the Vice Chairman does not become Acting Chairman and does not acquire the Chairman’s other powers. If both the Chairman and the Vice Chairman are absent from a Board meeting, the directors present shall choose a director to preside for that meeting.

Section 6.2 Automatic Acting Chairman.

Upon the death, resignation, permanent incapacity, or other vacancy of the office of Chairman, the Vice Chairman automatically assumes the position of Acting Chairman, without a separate Board election, to maintain organizational continuity.

Section 6.3 Interim authority.

The Acting Chairman exercises the authority necessary for interim leadership and continuity, subject to applicable law and to the Board’s statutory responsibilities. While serving as Acting Chairman, that person serves as a director in the Chairman’s role for the duration of the Acting service.

Section 6.4 No automatic lifetime tenure.

Service as Acting Chairman does not confer permanent appointment or lifetime tenure. The permanent successor Chairman is selected by the Board under Article VII and Article IX.

Section 6.5 Vice Chairman unavailable.

If the Vice Chairman is unable or unwilling to serve, the Board shall designate an interim presiding officer, by majority vote of the directors then in office, until a permanent successor Chairman is appointed.

Article VII — Board of Directors

Section 7.1 General powers; matters reserved to the Board by Illinois law.

The affairs of the Corporation shall be managed by or under the direction of the Board of Directors, subject to the Act, the Articles, and any limitation in these Bylaws that is permitted by law. The Board retains and shall exercise all responsibilities required of it by the Act, including financial oversight, internal controls, legal compliance, risk oversight, and the fiduciary duties of care, loyalty, and good faith.

Matters reserved to the Board and the members by law. The following responsibilities are vested in, or reserved to, the Board of Directors (and, where the Act or the Articles so require, the members). They are part of what Illinois law hard-wires to the Board, and they may not be eliminated, transferred, or overridden by a policy or Executive Order of the Chairman, by the Chairman’s reserved-consent rights beyond what Article V lawfully permits, or by any other provision of these Bylaws:

• Managing, or directing the management of, the affairs of the Corporation (805 ILCS 105/108.05);
• The fiduciary duties of care, loyalty, and good faith owed by each director, and each director’s duty to comply with the Act — which are personal to each director and non-delegable, and cannot be shifted to or assumed by another person (805 ILCS 105/108.40; see also 108.70);
• Approving amendments to the Articles of Incorporation, and any merger or consolidation, voluntary dissolution, or sale, lease, exchange, or other disposition of all or substantially all of the Corporation’s assets other than in the ordinary course — each subject to the Board and member approvals the Act requires;
• Electing and removing officers to the extent the Act vests that authority in the Board (805 ILCS 105/108.50, 108.55);
• Oversight of the Corporation’s finances, budget, accounting, and internal controls, and authorization of depositories and indebtedness as the Act requires;
• Causing the Corporation to keep the books, records, minutes, and membership records the Act requires, and to make the filings and reports the law requires;
• Filling vacancies in Governing Director and Community Director seats as provided herein; and
• Any other power or duty the Act, the Articles, or other mandatory law reserves to the Board of Directors or to the members.

The Chairman’s executive authority, policy authority (Section 4.4), Executive Orders (Section 4.5), and reserved-consent rights (Article V) are exercised consistent with, and not in derogation of, the matters reserved in this Section.

Section 7.2 Composition, election, and terms of the Board (two classes of directors).

The Board of Directors is elected by the members and is composed of two classes of directors: a Governing Director class and a Community Director class. Both classes together constitute the single Board of Directors that manages or directs the management of the Corporation under 805 ILCS 105/108.05; the division into classes governs how directors are elected and how long they serve, and does not create two separate governing bodies or require that an action be approved by each class separately unless these Bylaws expressly so provide.

(a) Governing Directors (the “Governing” class). There shall be six (6) Governing Directors, one nominated from and representing each of the six villages — Dharmaj, Karamsad, Vaso, Nadiad, Bhadran, and Sojitra — and elected by the members. Each Governing Director serves a term of five (5) years, beginning at the close of the election at which elected and continuing until a successor is elected and qualified. The Governing Director seats are ordinarily filled together at the election held in the year their terms expire. The Board may, by resolution, divide the Governing Director seats into classes with staggered terms to provide continuity, and may fix the initial expiration dates of those classes by lot.

(b) Community Directors (the “Community” class). There shall be six (6) Community Directors, one (1) representing each of the six villages — Dharmaj, Karamsad, Vaso, Nadiad, Bhadran, and Sojitra — elected by the members, so that each village has exactly two (2) seats on the Board (one Governing Director and one Community Director) regardless of the number of members affiliated with that village. Each Community Director serves a term of two (2) years, and all Community Director seats are filled at each biennial election, providing responsiveness to the membership.

(c) Election procedure. Except for the initial seating of directors under Section 7.2(f), directors of both classes are elected by the members at the biennial election, which is held at the annual meeting of the members in each even-numbered year, by a plurality of the votes cast for each seat. A candidate must be nominated by written petition signed by at least ten (10) members in good standing and filed with the Secretary at least thirty (30) days before the election, or nominated from the floor at the meeting. A director’s term begins at the close of the meeting at which the director is elected and continues until a successor is elected and qualified, unless the director sooner resigns, is removed, or becomes disqualified.

(d) Eligibility. Each director must be a member in good standing of the Corporation and at least eighteen (18) years of age, and, for a village seat, must be affiliated with that village by ancestry or marriage. No director, other than the Chairman and the Vice Chairman, may simultaneously serve as an officer of the Corporation (Section 8.10). Directors may be re-elected without limit.

(e) The Chairman and Vice Chairman as directors ex officio; exempt from election. The Chairman is a director ex officio — that is, a member of the Board of Directors by default, by virtue of holding the office of Chairman (Section 2.4). The Vice Chairman is likewise a director ex officio, holding a seat on the Board by virtue of the office of Vice Chairman, without election by the members and exempt from the director nomination, election, classification, term, and attendance-removal provisions of these Bylaws. The Chairman is not nominated or elected by the members and is not subject to the director nomination, election, classification, term, or attendance-removal provisions of these Bylaws (including Section 7.11); the Chairman’s tenure and removal are governed instead by Articles IV and IX. The total number of directors is the sum of the Governing Directors, the Community Directors, the Chairman, and the Vice Chairman (fourteen (14) directors when all seats are filled), and shall at all times be not fewer than three (3) as required by the Act. For purposes of the two-class (Governing/Community) structure of the Board, the Chairman sits within the Governing Director class and the Vice Chairman within the Community Director class; each is an ex officio member of that class in addition to the six elected directors of that class, so that the Governing class comprises the six elected Governing Directors and the Chairman, and the Community class comprises the six elected Community Directors and the Vice Chairman. This classification does not change their terms (the lifetime tenure of the Chairman and the ten-year term of the Vice Chairman under Section 8.9) or the number of elected seats.

(f) Initial directors; transition. Because the Corporation is newly formed and the Governing Director and Community Director positions are being filled for the first time, the initial directors shall be seated by application and approval rather than by member election: a person applies for a Governing Director or Community Director seat, and the directors then in office elect that person to the seat by the affirmative vote of a majority of the directors then in office. Until the first directors are seated, the Chairman constitutes the Board for this purpose; as each director is seated, that director joins in acting on the remaining applications. A director seated under this subsection serves until the first regular biennial election of directors under Section 7.2(c), at which, and at every election thereafter, the Governing Directors and Community Directors are nominated and elected by the members as provided in Section 7.2(c). This subsection governs only the initial filling of the seats and ceases to apply once the members have first elected directors under Section 7.2(c); it does not apply to the Chairman or the Vice Chairman, whose Board seats are governed by Section 7.2(e).

Section 7.3 Vacancies.

A vacancy in an elected director seat (including one created by an increase in the number of seats, resignation, removal, death, or disqualification) may be filled on an interim basis by the affirmative vote of a majority of the remaining directors then in office. A director so appointed serves until the next annual meeting of the members, at which the members elect a director to serve the remainder of the unexpired term, if any. The class (Governing or Community) and the village represented by the vacant seat shall be preserved.

Section 7.4 Regular and special meetings.

The Board shall hold regular meetings on the first (1st) Sunday of each month at 8:00 p.m. Central Time (subject to the holiday adjustment in Section 18.5), at a place or by means of remote communication designated in the standing schedule or the notice. Because this regular meeting schedule is fixed by these Bylaws, no further notice of regular meetings is required, except as the Board may direct. The Board may change or cancel a particular regular meeting by resolution, with reasonable notice to the directors. Special meetings may be called by the Chairman, the President, or any three (3) directors; notice of a special meeting shall be given at least five (5) days in advance, by email or written notice, stating the time, place, and (where required) the purpose.

Section 7.5 Quorum and voting.

A majority of the directors then in office constitutes a quorum. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board, unless a greater number is required by the Act, the Articles, or these Bylaws (including the reserved-consent provisions of Article V).

Section 7.6 Participation by remote communication; action by written consent.

Directors may participate in a meeting by means of conference telephone or other communications equipment by which all persons participating can communicate with each other, and such participation constitutes presence in person. Any action required or permitted to be taken at a Board meeting may be taken without a meeting by unanimous written consent (including electronic consent) as permitted by the Act.

Section 7.7 Committees of the Board.

The Board may, by resolution adopted by a majority of the directors in office, designate one or more committees, each consisting of one or more directors, and may delegate authority to them to the extent permitted by the Act. No committee may exercise authority that the Act reserves to the full Board.

Section 7.8 Resignation and removal.

A director may resign by written notice to the Board. A director may be removed, with or without cause, by the affirmative vote of the members entitled to vote for that director’s seat, in the manner permitted by the Act (see 805 ILCS 105/108.35) and the Articles. Removal of the Chairman is governed by Articles IV and IX and is separate from any question of removal of an elected director.

Section 7.9 Compensation.

Directors shall serve without compensation for their service as directors, except that reasonable reimbursement of expenses may be authorized. This Section does not prohibit reasonable compensation for services rendered to the Corporation in another capacity, subject to Article XII.

Section 7.10 Role in Chairman succession.

The Board selects and appoints the permanent successor Chairman upon a vacancy, as provided in Article IX.

Section 7.11 Attendance requirement.

Each director (other than the Chairman and the Vice Chairman, whose tenure and removal are governed by Articles IV, VI, and IX), the President, and the Secretary shall attend at least ten (10) of the regular monthly Board meetings held during each calendar year (ordinarily twelve). Attendance by the other officers (the Vice Chairman, the Vice President, and the Treasurer) is not required. Attendance includes participation by remote communication under Section 7.6. A person subject to this requirement who fails to meet it in any calendar year is subject to removal — a director under Section 7.8, and the President or the Secretary under Article VIII, Section 8.12. The Board may, by resolution and for good cause (such as documented illness, family emergency, military service, or unavoidable travel), excuse an absence; an excused absence shall count toward satisfying this requirement. The Secretary shall keep a record of attendance.

Article VIII — Officers

Section 8.1 Officers of the Corporation.

The officers of the Corporation are:

• the Chairman — the highest-ranking executive officer (Articles IV, V);
• the Vice Chairman — deputy to the Chairman and automatic Acting Chairman on a vacancy (Article VI);
• the President — the chief administrative and operational officer;
• the Vice President — deputy to the President;
• the Secretary — the recording and records officer; and
• the Treasurer — the chief financial officer.

The Board, or the Chairman with the Board’s confirmation, may also create and fill additional or assistant officer positions (for example, a Joint Secretary or an Assistant Treasurer) and define their duties, consistent with these Bylaws and the Act.

Section 8.2 The Chairman.

The Chairman is the highest-ranking executive officer, presides over the Board of Directors, provides strategic leadership and institutional oversight, supervises the President, and holds the reserved-consent rights described in Article V. The Chairman’s office, powers, tenure, and succession are governed by Articles IV, V, VI, and IX. The Chairman also serves as a director (Section 2.4).

Section 8.3 The Vice Chairman.

The Vice Chairman assists the Chairman, performs the duties delegated by the Chairman or assigned by these Bylaws, and automatically becomes Acting Chairman upon a vacancy in the office of Chairman, as provided in Article VI.

Section 8.4 The President.

The President is the chief administrative and operational officer of the Corporation and operates under the executive supervision of the Chairman, while remaining accountable to the Corporation and the Board as required by law. The President shall: manage day-to-day operations; execute the Corporation’s approved plans and programs; coordinate annual events and community activities; supervise operational committees, volunteers, and any staff; administer approved budgets and expenditures within delegated limits; maintain operational records; report regularly to the Chairman and the Board; and implement lawful executive directives and the policies adopted by the Board or issued by the Chairman under Section 4.4.

Section 8.5 The Vice President.

The Vice President assists the President and performs the President’s duties when the President is absent or unable to act, together with such other duties as may be assigned by the President, the Chairman, or the Board.

Section 8.6 The Secretary.

The Secretary shall keep the minutes of meetings of the Board, the members, and the Town Hall; give required notices; maintain the corporate records, including the record of members and the records of reserved-consent notices and Executive Orders under Articles IV and V; authenticate records of the Corporation; keep the record of Board attendance; and perform the duties incident to the office.

Section 8.7 The Treasurer.

The Treasurer shall have custody of and be responsible for the Corporation’s funds; keep full and accurate financial records; deposit funds in depositories selected by the Board; render financial reports to the Chairman and the Board; and perform the duties incident to the office. The Treasurer’s duties are subject to the financial controls in Article XI.

Section 8.8 Selection and election of officers.

(a) Chairman. The Chairman holds a lifetime office and is not elected to a fixed term. A vacancy in the office of Chairman is filled under Article IX: the Vice Chairman automatically serves as Acting Chairman, and the Board selects and appoints the permanent successor Chairman.

(b) Vice Chairman. The Vice Chairman is nominated by the Chairman and elected by the affirmative vote of a majority of the directors then in office. If the office of Chairman is vacant, the Board both nominates and elects the Vice Chairman.

(c) President. The President is nominated by the Chairman and elected by the affirmative vote of a majority of the directors then in office, consistent with the President’s service under the Chairman’s executive supervision and with Article V.

(d) Vice President, Secretary, and Treasurer. These officers are elected to four-year terms by the Board of Directors, by a majority of the votes cast by the directors present at the organizational meeting (the first regular Board meeting of the calendar year in which the term begins), from nominations made by the Chairman, the President, or any director.

(e) Nominations and voting. Nominations may also be made from the floor at the meeting at which the election is held. Each election is decided by a majority of the votes cast; if three or more candidates stand for one office and none receives a majority, a run-off is held between the two candidates receiving the most votes.

Section 8.9 Terms of office.

The Chairman serves for life (Article IV). The Vice Chairman serves a term of ten (10) years, beginning at the close of the meeting at which elected and continuing until a successor is elected and qualified, and may be re-elected without limit unless the Board provides otherwise. The President, Vice President, Secretary, and Treasurer each serve a term of four (4) years, beginning at the close of the meeting at which elected and continuing until a successor is elected and qualified, and each may be re-elected without limit unless the Board provides otherwise. Any term ends earlier upon resignation, removal, death, or incapacity.

Section 8.10 Eligibility; separation of office and directorship.

Each officer must be a member in good standing of the Corporation and at least eighteen (18) years of age.

Separation of office and directorship. No officer, other than the Chairman and the Vice Chairman, may serve as a director of the Corporation. The Chairman and the Vice Chairman serve as directors ex officio under Section 7.2(e); the President, Vice President, Secretary, and Treasurer are not directors while holding those offices. If a director is elected or appointed to an office other than Chairman, or an officer other than the Chairman or the Vice Chairman is elected a director, the person must choose one position before taking the second; accepting the second position without first resigning the first is deemed a resignation of the first. (If the Vice Chairman becomes Acting Chairman under Article VI, that person then serves as a director in the Chairman’s role for the duration of the Acting service.) No person may simultaneously hold the offices of President and Secretary, or President and Treasurer; the offices of Secretary and Treasurer may be held by the same person.

Section 8.11 Vacancies.

A vacancy in any office other than Chairman is filled, for the unexpired term, by the same method provided in Section 8.8 for the original selection of that office. A vacancy in the office of Chairman is filled under Article IX.

Section 8.12 Resignation and removal.

An officer may resign by written notice to the Board and, for officers other than the Chairman, to the Chairman. An officer other than the Chairman may be removed, with or without cause, by the body that elected the officer, consistent with 805 ILCS 105/108.50 and 108.55. Removal of the Chairman, and removal of any officer who also serves as a director, is subject to the separate requirements of the Act (see 805 ILCS 105/108.35 and 108.55). The Chairman’s role, if any, in removing the President is subject to the reserved-consent provisions of Article V.

Section 8.13 Compensation.

Officers serve without compensation for their service as officers, except that reasonable reimbursement of expenses may be authorized. This Section does not prohibit reasonable compensation for services rendered to the Corporation in a separate employed capacity, subject to the conflict-of-interest provisions of Article XII.

Article IX — Succession and Continuity

Section 9.1 Vacancy.

A vacancy in the office of Chairman occurs upon death, resignation, a determination of permanent incapacity under Section 9.2, or another legally recognized termination of the office.

Section 9.2 Determination of incapacity.

Permanent incapacity of the Chairman shall be determined by the affirmative vote of two-thirds (2/3) of the directors then in office (excluding the Chairman), based on competent medical evidence where available, after written notice to the Chairman and a reasonable opportunity for the Chairman to respond to the extent practicable.

Section 9.3 Interim succession.

Upon a vacancy, the Vice Chairman automatically becomes Acting Chairman under Article VI and maintains interim leadership.

Section 9.4 Selection of permanent successor.

The Board shall convene within thirty (30) days of a vacancy and select and appoint the permanent successor Chairman by the affirmative vote of two-thirds (2/3) of the directors then in office. Nominations may be made by any director or by the Acting Chairman. The permanent successor holds the office on the same intended lifetime basis as the office, subject to applicable law. If no candidate receives the required two-thirds vote, successive rounds of voting shall be held, and if no candidate is selected within sixty (60) days of the vacancy, the Acting Chairman continues to serve until the Board selects a permanent successor by the required vote.

Section 9.5 Both offices vacant.

If both the office of Chairman and the office of Vice Chairman are vacant, the Board shall designate an interim presiding officer, by majority vote of the directors then in office, to maintain continuity, and shall proceed to fill the offices under this Article and Article VI.

Article X — Committees, Event Leads, and Volunteers

The Corporation may establish standing and special committees — including for events, youth programs, membership, fundraising, and volunteers — under the oversight of the President and the general direction of the Chairman and the Board. A committee that is not a committee of the Board under Section 7.7 is advisory and operational only and may not exercise the authority of the Board. Committee chairs and event leads serve at the pleasure of the Chairman or the President and report as directed.

Article XI — Financial Administration

Section 11.1 Fiscal year.

The fiscal year of the Corporation is July 1 through June 30, consistent with the accounting period recognized in the Corporation’s IRS determination.

Section 11.2 Budget and expenditures.

The Board shall review and approve an annual budget and shall approve any single material expenditure or transaction outside the approved budget that exceeds two thousand five hundred dollars ($2,500). The President administers expenditures within approved limits.

Section 11.3 Banking, signatories, and controls.

Corporate funds shall be deposited in depositories designated by the Board. Any check, draft, or electronic transfer exceeding one thousand dollars ($1,000) requires two (2) authorized signatories. The Board shall maintain internal financial controls appropriate to the Corporation’s size and activities, shall cause an annual financial review to be performed, and shall cause an independent audit when the Corporation’s total annual revenue exceeds five hundred thousand dollars ($500,000) or when the Board directs.

Section 11.4 Contracts.

The Board may authorize any officer or agent to enter into contracts or execute instruments on behalf of the Corporation, generally or in specific instances.

Article XII — Conflicts of Interest

Each director and officer owes a duty of loyalty to the Corporation. A director or officer who has a direct or indirect financial or personal interest in a proposed transaction or arrangement shall disclose the interest and all material facts to the Board, shall not participate in the deliberation or vote on the matter (except to answer questions), and shall not be counted in determining the quorum for the vote. The Board shall approve such a transaction only if it determines, in good faith and with only disinterested directors voting, that the transaction is fair to and in the best interests of the Corporation. The nature of the interest and the Board’s determination shall be recorded in the minutes. The Board shall adopt and maintain a written conflict-of-interest policy consistent with this Article and applicable law, and this requirement is reserved to the Board and is not subject to the Chairman’s policy authority or Executive Orders.

Article XIII — Indemnification and Insurance

To the fullest extent permitted by the Act (including 805 ILCS 105/108.75), the Corporation shall indemnify its directors and officers, and may indemnify its employees and agents, against expenses and liabilities reasonably incurred in connection with proceedings arising out of their service to the Corporation, subject to the standards and procedures required by the Act. The Corporation shall purchase and maintain directors-and-officers liability insurance on behalf of its directors and officers where such insurance is reasonably available, against liability asserted against or incurred by them in that capacity, whether or not the Corporation would have power to indemnify them against the same liability under the Act.

Article XIV — Books, Records, Minutes, and Reports

The Corporation shall keep correct and complete books and records of account; minutes of the proceedings of its members, Board, and committees having Board authority; the official registers of policies and Executive Orders; and a record of its members giving their names and addresses. The Corporation shall maintain its records and permit inspection by directors and members to the extent, and subject to the conditions, required by the Act. The Corporation shall adopt and maintain a document-retention policy and a whistleblower policy.

Article XV — Tax-Exempt Provisions

The Corporation is organized and shall be operated as an organization described in Section 501(c)(3) of the Code. The following provisions apply notwithstanding any other provision of these Bylaws.

Section 15.1 No private inurement.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of its exempt purposes.

Section 15.2 Limitation on activities.

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 any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not carry on any activities not permitted to be carried on by an organization exempt under Code Section 501(c)(3).

Section 15.3 Priority of this Article.

Notwithstanding any other provision of these Bylaws, the Corporation shall not conduct or carry on any activity not permitted to be conducted or carried on by an organization exempt under Code Section 501(c)(3) and its regulations as they now exist or may later be amended. This Article controls over any conflicting provision of these Bylaws and over any policy or Executive Order of the Chairman.

Article XVI — Dissolution

The Corporation may be dissolved only with the approvals required by the Act, the Articles, and these Bylaws (including, to the extent lawful, the reserved-consent provisions of Article V and the required member approval). Upon dissolution, after paying or providing for the Corporation’s liabilities, the Board shall distribute the remaining assets exclusively for exempt purposes within the meaning of Code Section 501(c)(3), to one or more organizations then qualifying as exempt under that Section (or to a government entity for a public purpose), and not to any private individual. Any assets not so distributed shall be disposed of by a court of competent jurisdiction as provided by law.

Article XVII — Amendments

These Bylaws may be amended or repealed, and new Bylaws adopted, in accordance with the Act, the Articles, and this Article. Except as provided below, any amendment requires the affirmative vote of two-thirds (2/3) of the directors then in office and, where the Act or the Articles require member approval, the affirmative vote of two-thirds (2/3) of the votes cast by the members.

Provisions concerning the Chairman’s office, tenure, executive authority, policy and Executive-Order authority, reserved-consent rights, and succession receive heightened protection: any amendment to them requires the affirmative vote of three-fourths (3/4) of the directors then in office, the approval of two-thirds (2/3) of the votes cast by the members, and the Chairman’s prior written consent under Article V. No amendment may eliminate or waive a non-waivable statutory right or duty, impair a right reserved to members by the Act, or relieve any director or officer of a fiduciary duty.

Article XVIII — General Provisions

Section 18.1 Governing law.

These Bylaws and the Corporation’s affairs are governed by the laws of the State of Illinois, including the Act, and by applicable federal law.

Section 18.2 Parliamentary authority.

Except as otherwise provided by law, the Articles, or these Bylaws, meetings shall be governed by the current edition of Robert’s Rules of Order, Newly Revised.

Section 18.3 Severability.

If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision shall be enforced to the maximum extent permitted by law. In particular, if any aspect of the Chairman’s lifetime tenure, reserved-consent rights, policy authority, or Executive-Order authority is held unenforceable, the remainder of these Bylaws, and the lawful portion of those rights, remain effective.

Section 18.4 Construction.

These Bylaws shall be construed, wherever possible, to be consistent with the Act, the Articles, and the Corporation’s tax-exempt status. In case of conflict, the order of precedence is: applicable mandatory law, the Articles, then these Bylaws.

Section 18.5 Scheduled meetings falling on a holiday.

If a meeting scheduled by these Bylaws for a recurring date — including the regular Board meeting under Section 7.4 and the Town Hall meeting under Section 3.7 — would fall on a holiday observed by the Corporation, the meeting shall instead be held on the same day of the week and at the same time in the following week (that is, seven (7) days later). If moving the meeting to the following week would place it in the next calendar month, the meeting is canceled for that month and resumes on its regular schedule the following month. The presiding officer, or the Secretary, shall give reasonable advance notice of any such change or cancellation where practicable. A meeting rescheduled under this Section remains a regular meeting for all purposes, including the attendance requirement of Section 7.11.

For purposes of this Section, the holidays observed by the Corporation are: Easter Sunday; Mother’s Day; Father’s Day; the Sunday of Memorial Day weekend; the Sunday of the Independence Day (July 4) weekend; the Sunday of Labor Day weekend; the principal day of Diwali when it falls on a scheduled Sunday; the Sunday of Thanksgiving weekend; and any scheduled Sunday falling within the week of Christmas (December 25) or New Year’s Day. The Board may add to or revise this list by resolution.