BYLAWS of the
UNION COUNTY ECONOMIC DEVELOPMENT CORPORATION
ARTICLE I – Members
Section 1 Membership in the Union County Economic Development Corporation is open to any business, organization or individual, according to the following annual membership level fees:
- Individual – $50 1 vote at membership meetings
- Basic corporate – $100 1 vote at membership meetings
- Sustaining corporate – $500 2 votes at membership meetings
- Executive corporate – $1,000 1 vote at membership meetings and 1 seat on the Board of Directors
- Premier corporate – $2,500, and above 2 votes at membership meetings and 2 seats on the Board of Directors
Section 2 An Annual Meeting of the Corporation shall be held in February of each year, at a date, time and location to be determined by the Board of Directors.
Section 3 Additional regular Membership Meetings may be scheduled throughout the year, at a date, time and location to be determined by the Board of Directors.
Section 4 A quorum for conducting business at Membership meetings shall be seven (7) members.
Section 5 Roberts Rules of Order, newly revised, shall be the operating procedure used for conducting all meetings of the Corporation, both regular and Board meetings.
ARTICLE II – Board of Directors
Section 1 Number and Selection – There shall be seven (7) seats on the Board of Directors, to be chosen by a majority vote of members present at the Annual Meeting of the Corporation. There shall be as many additional seats beyond the basic seven (7) seats as determined by qualifying memberships. The term of office for a seat on the Board of Directors shall be for one (1) year, beginning with the Annual Meeting of the Corporation. To be elected to a seat on the Board of Directors, the individual must be a member of the Corporation.
Section 2 Powers – The affairs of the Corporation shall be managed by the Board of Directors [hereinafter “Board”].
Section 3 Officers of the organization serve at the pleasure of the Board of Directors and act on the Board’s behalf, and in the periods between meetings of the Board to carry out the mission and purpose of the organization. There shall be four (4) officers:
A – President – The President serves as the chief executive officer of the organization, the public relations officer for the organization, appoints such ad hoc committees as may be needed, plus any other duties assigned by the Board of Directors. The President chairs the meetings of the organization.
B – Vice President – The Vice President serves in the absence of the President, plus any other duties assigned by the President or Board of Directors.
C – Secretary – The Secretary maintains a record of all corporate business, meetings, and actions taken by the organization, and maintains the official Corporate book. The Secretary also maintains the minutes and permanent records of any meeting of the organization. The Secretary holds and maintains the Corporate Seal, plus any other duties assigned by the President or Board of Directors.
D – Treasurer – The Treasurer maintains all fiscal and financial records of the organization. The Treasurer is responsible for maintaining and reviewing a record of all the financial transactions of the organization, a record of all deposits from any source, disbursements to any source, plus any other duties assigned by the President or Board of Directors.
Section 4 Election of Officers shall take place at the first Board meeting following the Annual Meeting of the Corporation. The term of Office shall run until a new Officer has been duly elected by the Board.
Section 5 Meetings of the Board of Directors shall take place regularly, at a time, date and location to be determined by the Board.
Section 6 A quorum for conducting business at Membership meetings shall be five (5) Board members.
Section 7 The Executive Committee shall consist of the four (4) current Officers, and the immediate past-president. The full Board of Directors may grant such authority to the Executive Committee as the Board deems appropriate, except for the following:
A – Adopt a plan for the distribution of assets of the Corporation or for dissolution;
B – Fill vacancies on the Board or on any of its Committees;
C – Elect, appoint, or remove any officer or Director or member of any Committee.
D – Adopt, amend, or repeal the Bylaws or the Articles of Incorporation;
E – Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, clause, exchange or mortage of all or substantially all of the property or assets of the Corporation; or,
F – Amend, alter, repeal, or take action inconsistent with any resolution or action of the Board of Directors where the resolution or action of the Board provides by its terms that it shall not be amended, altered, or repealed by action of a committee.
Section 8 The Vacancy in a Directorship in the Board occurs (1) when a Director resigns; (2) when a Director is removed from office; (3) when the person who is a Director is absent from three consecutive regular monthly meetings. A vacancy may be filled by the Board at the next regular monthly meeting or as soon thereafter as possible.
Section 9 One or more of the Directors may be removed, with or without cause by the affirmative vote of two thirds (2/3) of the Directors then in office present and voting at a meeting of the Board at which a quorum is present; provided, that no Director may be removed unless a written notice of such meeting, stating that the purpose of the meeting is to vote upon the removal of one or more Directors named in the notice, is delivered to all Directors then in office at least one (1) week prior to the date of any such meeting; further provided, removal shall be without prejudice to the contract rights, if any, of the person so removed. The election of a Director shall not of itself create any contract rights.
ARTICLE III – General & Miscellaneous Provisions
Section 1 The Board may, from time to time, establish suchcommittees and advisory bodies to perform such functions as designated by Resolution, provided that
no such committee or advisory body may exercise the authority of the Board. Such committees and advisory bodies may be established and dissolved at any time and for length of duration as the Board deems appropriate.
Section 2 Members and Directors of the Corporation shall serve without compensation, wage or salary. The Board may approve for compensation such actual expenses which may be incurred by a Member or Director in the service of the Corporation.
Section 3 Designation of Depositories – All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board may from time to time select. In the absence of further determination by the Board, all funds of the Corporation shall be deposited in an account or accounts standing in the name of the Corporation at the Anna-Jonesboro National Bank, in Anna, Union County, Illinois.
Section 4 The Fiscal Year of the Corporation is the calendar year.
ARTICLE IV – Conflict of Interest
Section 1 Purpose – The purpose of the conflict of interest policy is to protect the Union County Economic Development Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2 Definitions –
A – Interested person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
B – Financial interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a) an ownership or investment interest in any entity with which the organization has a transaction or arrangement; b) a compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.
C – Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
D – A financial interest is not necessarily a ‘conflict of interest’. Under Section B of this Article, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a ‘conflict of interest’ exists.
Section 3 Duty to disclose – In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Section 4 Determining whether a ‘conflict of interest’ exists – After disclosure of the financial interest and all material facts, and after any discussion with the interested person, she/he shall leave the governing board or committee meeting while the determination of a ‘conflict of interest’ is discussed and voted upon. The remaining board or committee members shall decided if a ‘conflict of interest’ exists.
Section 5 Procedures for addressing the conflict of interest – a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, she/he shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c) After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 6 Violations of the conflicts of interest policy – a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 7 Records of proceedings – The minutes of the governing board and all committees with board delegated powers shall contain: a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 8 Compensation – a) A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation. b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation. c) No voting member or the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 9 Annual statements – Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: a) has received a copy of the conflicts of interest policy; b) has read and understands the policy; c) has agreed to comply with the policy; and d) understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 10 Periodic reviews – To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a) whether the compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; b) whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 11 Use of outside experts – When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE V – Non-Discrimination Policy
The Union County Economic Development Corporation is an open and welcoming organization that does not practice or support discrimination in its mission to serve its stakeholders, its delivery of services, its hiring policies or its programs on the basis of race, country of origin, nationality, political affiliation, religion, economic status, gender, sexual identity or preference, veteran status, disability or any other division either real or perceived.
ARTICLE VI – Sexual Harassment
Any person affiliated with the Union County Economic Development Corporation in any position or capacity whatsoever, whether compensated or not, shall not engage in any action or conduct that constitutes sexual harassment under prevailing local, state or federal statutes. Any person convicted of violating this Article is subject to immediate dismissal, without further benefit or remuneration.
ARTICLE VII – Amendments To Bylaws
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by an affirmative vote of a majority of the Board present and voting at a meeting at which a quorum is present, provided that notice of any proposed change shall have been given to all members of the Board not less than seven (7) days prior to the date of any such meeting.
ARTICLE VIII – Dissolution
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) 6 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.