The UP Center Bylaws
- APPROVED BY THE UP CENTER BOARD OF DIRECTORS AT THEIR JANUARY 10, 2010 MEETING!
Article I – Name and Principal Executive Office
Section 1 – Name
- The name of this organization shall be The UP Center of Champaign County, herein referred to as “The Center”.
Section 2 – Principal Executive Office
- The principal executive office of The Center shall be in the County of Champaign, State of Illinois.
Article II – Purpose and Powers
Section1 - Purpose
- The purpose of The Center shall be to form a multi-service agency, for youth and adults, to support and promote human care, educational, and community-building activities directed at furthering the well-being and development of the lesbian, gay, bisexual, transgender, questioning, and ally community of Champaign County, in accordance with 501(c)(3) and 170(c) of the U.S. Internal Revenue Code, as now or hereafter amended.
- The Center is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the corporation shall be distributable to, or shall inure to the benefit of its trustees or officers. No 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 any candidate for public office, including the publishing or distribution of statements. In compliance with non-profit corporation laws, The Center may publicly educate about issues of importance to the community it serves. It may not, however, devote substantial resources to the publication or dissemination of materials with the purpose of attempting to influence legislation or for or against any cause or measure being submitted to the people for a vote. The Center shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
Section 2 - Powers
- The Center shall have all powers as are now or may hereafter be granted by the Illinois General Not for Profit Corporation Act of 1988 and any successor legislation to be exercised only in furtherance of the purposes of the Foundation as stated in its articles of incorporation and consistent with its status as a corporation described in the Internal Revenue Code Section 501(c)(3).
- The Center may rent, own, or lease suitable real estate, buildings and any other personal property which is deemed necessary for its purposes. It may enter into, make, perform, and carry out contracts of any kind, for any purpose, without limit as to amount with proper approval from the board of directors.
Article III - Policies
Section 1 – Nonpartisan Activities
- The corporation shall be noncommercial, nonsectarian, and nonpartisan.
Section 2 – Commercial Concerns
- The name of the corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objectives of the corporation.
Section 3 – Cooperative Adventures
- The corporation may cooperate with other organizations and agencies concerned with charitable matters.
Article IV - Dedication of Assets
Section 1 – Dedication of Assets
- The properties and assets of this non-profit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties or assets of The Center, on dissolution or otherwise, shall inure to the benefit of any private individual, or any member or Director of The Center. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to a charitable organization dedicated to serving the gay, lesbian, bisexual and transgender community, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code section 501(a)(3).
Article V - Board of Directors
Section 1 – Corporate Powers
- The Corporate powers shall be vested in a Board of Directors, which shall manage the affairs of The Center (hereinafter referred to as the Board) which shall consist of no fewer than three (3) nor more than eleven (11) members, not including ex-officio members with no voting privileges.
Section 2 – Officers
- The offices of President, Vice President, Treasurer, and Secretary shall be selected from the members of the Board in accordance to section 5 of this article.
Section 3 – Qualification of Directors
- Directors must have been registered members of The Center for at least sixty (60) days immediately prior to their selection and have attended at least two (2) board meetings as a member.
- No employee of The Center shall serve as a Director.
- One of the eleven (11) seats on the Board will be filled by a Director between the ages of fifteen (15) and eighteen (18) (hereinafter referred to as the Youth Seat). Any Director under the age of eighteen (18) requires written permission from a legal parent or guardian before filling the Youth Seat position on the Board.
- Directors must be elected without regard to race, color, religion, gender, disability, sexual orientation, national origin or age, other than the minimum age and be reasonably representative of the membership constituency.
Section 4 – Quorum of Directors
- A quorum at any meeting of the Board shall consist of a simple majority of the current number of Directors.
Section 5 – Election and Tenure of Directors
- Regular election of Directors shall be held at the August Board meeting of each year based on a majority vote following recommendations from the Board Nomination Committee. Directors shall assume office at the next regularly scheduled Board meeting. Directors, minus Director filling the Youth Seat, shall hold office for two (2) year terms, and the terms shall be staggered so that approximately one-half of the terms expire each year.
- The Director filling the Youth Seat on the Board shall hold office for one (1) year terms or until August following his/her high school graduation, whichever comes first.
Section 6 – Vacancies in the Board of Directors
- A Director may resign at any time upon written notice to the Board.
- Any vacancy in the Board resulting from an increase in the number of Directors through a change in the bylaws or from removal shall be filled by a majority vote of the remaining directors.
- Any vacancy in the Board resulting from resignation, incapacity, death or any other cause not specified shall be filled by majority vote of the remaining Directors. Such appointee shall serve the remainder of the term being filled.
- A Board position may be declared vacant by vote of the remaining Directors if a Director is absent at three (3) consecutive regularly scheduled Board meetings, or at a total of five (5) regular meetings during a term.
- In the event of cause which prevents confirmation of a resignation, the Board shall have the power to immediately declare that position vacant.
Section 7 – Removal of Directors
- Any Director may be removed from office by a vote of two-thirds (2/3) of the remaining directors, providing that notice of the proposed removal has been mailed to all directors at least fifteen (15) days prior to a publicly announced closed session meeting. Such notice shall be required by either:
- a 2/3 vote of the Board at a regularly scheduled Board Meeting, or
- a signed petition to the Board from the General Membership containing the signatures of twenty (20) current members or ten percent (10%) of the current membership, whichever number is higher.
Section 8 – Conflict of Interest
- Any Director who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, shall voluntarily excuse him/herself, vacate his/her seat and refrain from discussion and voting on said item as outlined in the Conflict of Interest section of the organization’s Policy Manual.
Section 9 – Meetings
- The Board shall hold at least one (1) regular meeting per month.
- Special meetings of the Board may be called by the President, by a vote of the Board, or upon written request of at least three (3) Directors addressed to the President or Secretary. Such meetings shall be held within fifteen (15) days of said request. All Board members shall be given reasonable notice of special meetings, by written communication by mail or electronic mail.
- The Board meetings shall be open meetings. Sensitive issues such as personnel and litigation matters will be discussed in closed session. Membership must be notified that the Board has scheduled a closed-session meeting fifteen (15) days prior to said meeting.
- The latest edition of Robert’s Rules of Order Newly Revised shall provide parliamentary authority for matters not addressed in these By-laws.
Section 10 – Decision Making Policy
- The basic decision making policy of the Board shall be to achieve consensus when ever possible. Formal action by the Board must be by majority vote in all cases, unless specified otherwise in the Bylaws. The Board may adopt such rules and procedures as it deems appropriate which are not in conflict with the law or the Bylaws of The Center.
Section 11 – Powers and Duties of the Board of Directors
- The powers and duties of the Board shall be:
- To conduct, manage and control the affairs and business of The Center and its properties, and to make such rules and regulations therefore, not inconsistent with the law, the Articles of Incorporation or the Bylaws, as they may deem necessary to fulfill the purpose of The Center as set forth in Article II Section 1 of the Bylaws.
- To formulate and promulgate policies for the selection, removal, duties and powers of officers, agents, and employees of The Center, to be carried out by the Executive Director in such a manner that may not be inconsistent with the law, the Articles of Incorporation or the Bylaws.
- To provide for a review of the books and records of the Treasurer and Secretary at least once annually, by someone other than a member of the Board.
- To formulate and promulgate policies and guidelines for the conduct of the affairs of The Center.
- To facilitate, support and where deemed necessary, supervise and assist in maintaining pursuit of the aims and purposes of The Center.
- To select an Executive Director of The Center. The Executive Director will implement the directives of the Board and exercise powers delegated by the Board. The Executive Director will be under the general supervision of the Board but the Board shall designate one Director as the primary liaison between the Executive Director and the Board.
Section 12 – Committees
- The Board shall have the power to establish and to dissolve standing and special committees for the advancement of the purposes of The Center.
Section 13 – Votes and Absentee Voting
- Each Director shall have one vote. No Director may act by proxy on any matter.
- A Director who is unable to attend a Board meeting may, in writing, submit votes on specific issues to the President or Secretary prior to the meeting.
- Directors may participate in any meeting of the Board via telephone conference or other electronic communication through which all persons participating in the meeting can communicate. Participation through such devices shall constitute presence at the meeting.
Section 14 – Waiver of Notice, Consent to Meeting or Approval of Minutes
- The business of any meeting of the Board, however called and noticed, or whenever held, shall be valid as though transacted at a meeting duly held upon notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meetings or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the minutes of the proceedings of the Board.
Section 15 – Action by Written Consent
- Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of all members of the Board shall individually or collectively consent in writing prior to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as though voted upon by a majority of the Directors at a regular or special meeting of the Board. This section shall not authorize any committee of the Board to take any action by written consult without a meeting.
- The Board may make such additional rules and regulations covering its meetings as it may determine to be necessary.
Article VI - Officers of The Board of Directors
Section 1 – Officers
- The officers of the Board and of The Center shall be a President, Vice-President, Secretary, and Treasurer, who must be Directors who have been elected according to the election standards set forth in these bylaws.
Section 2 – Election and Tenure of Officers
- Officers of the Board shall be elected by the Directors, by secret ballot, at the first Board of Directors meeting following the regular election each August, assume their duties upon election, and serve for one (1) year. Any Director may be nominated for any office. A Director wishing to be nominated for an Office shall nominate him or herself from the floor at the regularly scheduled Officer election.
Section 3 – Removal of Officers
- Any three (3) Directors may call for a vote to remove a Director from Office by submitting a request in writing at least fifteen (15) days before a regularly scheduled Board of Directors Meeting. An Officer must be removed by a 2/3 vote of the full Board at a closed-session meeting scheduled by the Board. Such a vote shall remove a Director from Office only. Removal of a Director from the Board must occur in accordance with the process outlined in Article V.
Section 4 – Duties of Officers
- President -- The President shall have general executive supervision of the business of The Center, implementing the directives of the Board and exercising the powers delegated by the Board. The President shall represent The Center in all public matters unless he/she designates a representative. The President shall serve as the main liaison between the Board and the Executive Director unless another representative is appointed in accordance with Article V. Duties include:
- Preside at each meeting of the Board as Chairman of the Board of Trustees.
- Present an annual report of the work of the corporation at each annual meeting of the organization.
- See that all books, reports and certificates required by law are properly kept or filed.
- Chair the Executive Committee and preside at each meeting of the committee.
- Register at any designated bank holding accounts for the corporation for the purpose of an official signature on documents as required.
- Sign all necessary documents of the organization as authorized by the Board.
- Supervise and control all of the business and affairs of the organization, subject to the general powers of the Board.
- Perform other duties as directed by the Board of Trustees.
- Vice President -- The Vice President shall assist the President and Board in carrying out their duties, and shall carry out such executive and/or supervisory duties as are delegated by the President or the Board. Duties include:
- In the absence of the President, perform the duties of the President and, when acting, shall have all powers of an be subject to all the restrictions upon the President.
- Perform such other duties as from time-to-time may be designated by the President or by the Board.
- Treasurer --The Treasurer, in coordination with appropriate staff members, shall ensure that all donations, fees and other monies given to The Center are held in safekeeping as directed by the Board. The Treasurer shall ensure that accurate records are kept of the finances of The Center and all documents relating thereto. The Treasurer shall make quarterly and yearly financial statements and such interim reports as the Board may require. Duties include:
- Assist in preparation of the annual budget.
- Have charge and custody of and be responsible for all funds and securities of the organization.
- Receive and give receipts for monies due and payable to the organization.
- Deposit all monies in the name of the organization in such banks, trust companies or other depositories as selected by the Board.
- Perform all duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned by the President or by the Board.
- Submit a quarterly financial report, in writing, to each member of the Board and Officers.
- Maintain financial documents which are the property of the corporation.
- Assist officers and committees on matters of finance as directed by the Board.
- Assist in preparation of annual budgets.
- Perform other duties as directed by the Board.
- Secretary-- The Secretary shall keep a full and accurate record of all proceedings of the Board, shall keep files of all reports of officers and committees of The Center, shall keep a file of the Articles of Incorporation and the Bylaws with all amendments duly recorded to be kept on hand at all Board meetings, and shall maintain a list of members. The Secretary shall establish and keep any other files and records deemed necessary by the Board. The Secretary shall make the minutes and records available to all Directors, upon request, and shall post a copy of the minutes of all Board meetings at The Center. The Secretary shall furnish committees with any corporate documents needed for the performance of their duties. The Secretary shall also send out all meeting notices, including the proposed agenda for each meeting, and shall prepare the official correspondence for the Board, as they may direct. Duties incldue:
- Keep the minutes of all meetings of the members and of the Board of Trustees.
- Prepare and deliver notices that are duly given in accordance with the provisions of these Bylaws or as required by law.
- Act as custodian of the corporate records.
- Act as secretary of the corporation.
- Sign documents with the president as required.
- Certify the bylaws of the corporation.
- Perform other duties as directed by the Board.
- Maintain a register of the post office address of each member.
- Sign required documents of the organization with the President or Vice President.
- Maintain the non-financial records of the organization as requested by the President or by the Board.
Section 5 – Officer Vacancies
- President – If the Office of President becomes vacant through death, resignation or removal, the Vice President immediately becomes President until the next regularly scheduled Officer election. If the Vice President is unable to fulfill the role of President, the Secretary becomes the President. If both the Vice President and Secretary are unable to fulfill the role, the Office of the President then goes to the Treasurer. If no other officer is able to fulfill the role, any Director may be nominated by another Director and ratified by secret ballot by a majority of the full board at a special Officer election to be held at the next regularly scheduled Board meeting. Said Director will serve as President until the next regularly scheduled Officer election.
- Vice President, Secretary and Treasurer – A vacancy caused by death, resignation or removal in the Office of the Vice President, Secretary or Treasurer shall be filled by a special Officer election to be held at the next regularly scheduled Board meeting. Any Director may be nominated by another Director and ratified by secret ballot by a majority of the full board.
Article VII - General Membership
Section 1 – Qualification for Membership
- Any individual who supports the purposes set forth in Article II of these Bylaws and is willing to contribute their efforts towards these aims, may become a member of The Center by meeting requirements as set forth by the Board as defined in the policy required in Article VII Section 2.
Section 2 – Categories and Requirements of Membership
- The Board may establish various categories of membership and set forth benefits and requirements of such categories, including dues.
- The categories, benefits and requirements of memberships shall be in the form of a written policy.
- Any changes to the membership policy must be made at least 90 days prior to a regular general or special membership meeting and any change shall require two-thirds (2/3) approval of the full Board.
- The staff, in cooperation with the Secretary, of The Center shall be required to keep accurate and up-to-date records pertaining to membership.
Section 3 – Meetings
- Regular general membership meetings shall be held in February and August of each year.
- Special membership meetings may be requested by means of a petition to the Board signed by twenty (20) current members or ten per cent (10%) of current membership, which ever number is higher. The Board, upon receipt of such a petition, must call the meeting within forty-five (45) days and notify the membership by mail at least fifteen (15) days prior to the meeting. The Board may also call a special membership meeting by following the same notification procedure.
- Membership meetings shall be conducted by the Board. The Board shall provide for timely reports by officers and staff of The Center, shall inform the membership of the agenda and shall provide for members to bring business before meetings.
Section 4 – Membership and Mailing Lists
- Any membership or mailing lists established under the authority of The Center shall remain confidential and may not be disclosed to any other group or organization. Use of such lists shall be restricted to persons specifically authorized by the Board.
- Use of The Center membership or mailing lists shall be restricted to events and notices as authorized by the Board.
- The Board is authorized to establish separate mailing list which are exempt from the confidential requirements of section A and B above. Individuals will have the option of being included on any such mailing list compiled by The Center. The Center's membership list shall remain strictly confidential.
Article VIII - Amendments of the Bylaws
Section 1 – Amendments of the Bylaws
- These Bylaws may be amended by a two-thirds (2/3) majority vote of the general membership present and voting at any regular or special membership meeting.
Section 2 – Submission of Amendments
- Any proposed amendment must be submitted in writing by the Board or a member of The Center to the Board Secretary at least 60 days prior to a scheduled or special General Membership meeting. Said amendment shall be placed on the agenda for the first available Board meeting for discussion and shall be considered at that next membership meeting.
- The Board shall notify the membership, with copies of any proposed amendments, thirty (30) days prior to a membership meeting at which such amendments are to be considered.
Section 3 – Effective Date
- Amendments shall become effective immediately upon adoption, unless specified otherwise.
Article IX - Indemnification of Directors and Officers
Section 1 – Indemnification of Directors and Officers
- Each Director or Officer now, or hereafter, serving The Center and each person who at the request of, or on the behalf of, The Center is now serving, or hereafter serves' as a Director and their heirs, executors and administrators or each of them, shall be indemnified by The Center against all costs, expenses, judgments and liabilities, including attorney fees reasonably incurred or imposed upon him/her connection with, or resulting from any action, suit or proceeding, civil or criminal, in which he/she is, or may be made, a party by reason of an action alleged to have been taken or omitted by him/her as such Director or Officer, whether or not he/she is a Director or Officer at the time of incurring such costs, expenses, judgments and liabilities, except in relation to matters as to which he/she shall be finally adjudged, without right of further appeal, in misconduct in the performance of his/her duty as such Director or Officer. Such indemnification shall be made with respect to adjudication other than on the merits and shall extend to settlements and compromises. The foregoing right of indemnification shall not be exclusive of other rights to which such Directors or Officers may be entitled as matter of law.
Article X - Compensation and Conflict of Interest
Section 1 – Compensation of Directors
- No compensation shall be paid to Directors for their services.
- When authorized by the Board, reimbursement may be made for travel and other out-of-pocket expenses in discharging official duties.
Section 2 – Conflict of Interest
- Directors shall recuse themselves of decisions that present them with a personal or professional conflict of interest. Directors in violation of this clause may be removed as outlined in Article V Section 8.
Article XI - Committees
Section 1 – Executive Committee
- The Executive Committee shall consist of elected officers and the immediate past president.
- The Executive Committee shall have general supervision of the affairs of the organization between meetings of the Board, make recommendations to the organization, and shall perform other duties as are specified in these Bylaws.
Section 2 – Standing Committees
- The Board may create such standing committees as it deems necessary to promote the purposes and carry on the work of The Center. The Board shall appoint the committee chair and its members. One or more Directors shall be appointed to each committee, and all committee members shall serve at the pleasure of the Board. Such committees shall report to and advise the Board within its particular area of responsibility and interest at such times as requested by the President or the Board.
Section 3 – Additional Committees
- The Board may create special or ad hoc committees as it deems necessary and shall appoint members to the committees in accordance with the provisions in Section 2 of this Article.
Section 4 – Committee Quorum
- Unless otherwise provided in the resolution of the Board designating a committee, a majority of the committee members shall constitute a quorum, and the act of the majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
Article XII - Financial Matters
Section 1 – Fiscal Year
- The fiscal year of the corporation shall begin on January 1 and end on December 31.
Section 2 – Contracts
- The Board may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by theses Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
Section 3 – Checks, Drafts, Etc.
- All checks, drafts or other orders or the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, in an amount less than Five Hundred Dollars ($500.00), may be signed by the treasurer upon written approval of the President or an Officer designated by the President.
- All checks, drafts or other orders or the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, in excess of Five Hundred Dollars ($500.00), shall be signed by the treasurer and countersigned by the president or vice president of the corporation.
- In the absence of the treasurer, all checks, drafts or other orders or the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the secretary and countersigned by the president or vice president.
Section 4 – Deposits
- All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.
Section 5 – Gifts
- The Board may accept, on behalf of the corporation, any contribution, gift, bequest, or devise for the purposes of the corporation.