BYLAWS OF WINDY CITY CURLING INCORPORATION
The name of the organization is Windy City Curling Incorporation. The organization shall have an office located at 146 Roosevelt Rd, Villa Park IL 60181 and at such other places that shall be designated by the Board of Directors. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. The organization is organized exclusively for charitable and educational purposes. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not participate in any political campaign in any manner. The organization shall not attempt to influence legislation. The organization is organized exclusively for charitable, scientific and educational purposes.
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors.
Section 2. Special Meetings. Special meetings may be requested by the President or the Board of Directors.
Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be posted to the corporation website, at least 10 days prior to the meeting. Such notice shall be deemed effective when posted on the corporation website.
Section 4. Place of Meeting. Meetings shall be held at the corporation’s principal place of business unless otherwise stated in the notice.
Section 5. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some director’s results in representation of less than a quorum.
Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.
Section 1. Membership Types. The corporation shall include three (3) types of memberships; Full, Junior, and Beginner/Trial.
- Full membership is for any person eighteen (18) years of age or older at the time of registration and includes; the right to register for leagues, make unlimited use of club equipment, membership in the Midwest Curling Association (MCA) and the United States Curling Association (USCA). Full membership additionally allows the member to nominate themselves or another eligible member(s) to a Board Director position, hold a Board Director positions, and vote on Board Director positions at the Annual Meeting provided they have been a club member in the calendar year previous to the one in which the election is taking place.
- Junior membership is for any person seventeen (17) years of age or under at the time of registration and includes; the right to register for leagues, make unlimited use of club equipment, and membership in the Midwest Curling Association (MCA) and the United States Curling Association (USCA).
- Beginner membership is for any person with no prior curling experience at the time of registration and includes; the right to register for one (1) Beginner league and make unlimited use of club equipment. If the Beginner member wish to become a Full member, they member must submit the difference in cost of membership types to the Board prior to registering for additional leagues.
Additional benefits for membership types are determined and may be altered by a majority vote of the Board.
Section 2. Suspension of Membership. Members who have not paid their membership fee for the current season will be considered “suspended” and lose the privileges outlined in Section 1. Membership Types.
Section 3. Termination of Membership. The Board of Directors by the affirmative vote of two-thirds of all Directors then in office may expel a member for cause after an appropriate investigation of events.
Section 1. Number of Directors. The corporation shall be managed by a Board of Directors consisting of seven (7) directors.
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of two (2) years, or until a successor has been elected and qualified.
The following will be the schedule of elections, by position, elected by the Board of Directors at the first meeting of the Board of Directors:
- Past-President: One year after the presidential term
- President: One year after the Vice-President term
- Vice-President: Every year
- Secretary: Every odd year
- Treasurer: Every even year
- Director 1: Every odd year
- Director 2: Every even year
Section 3. Quorum. A simple majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Where a Director, either on their behalf or while acting for, by, with or through another, has any financial or personal interest, direct or indirect, in any contract or transaction or other matter, or otherwise has a conflict of interest, as a Director, they:
- Shall disclose their interest fully in writing or at a meeting of the directors in which the disclosure is entered into the minutes of the meeting;
- Shall disclose their interest and the general nature thereof prior to any consideration of the matter in the meeting;
- Shall not take part in the discussion of or vote on any question in respect of the matter; and,
- Shall not in any way whether before, after or during the meeting, influence the voting on any such questions.
The financial or personal interest, direct or indirect, of an immediate family member shall, if known to the director, be deemed to be also the financial interest of the director. Every declaration of interest and the general nature thereof shall be recorded in the minutes of the meeting.
Section 5. Organizational Meeting of Board. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate.
Section 6. Regular Meeting. The Board of Directors shall have regular meetings every month, the schedule of which shall be established at the annual meeting, to accomplish the business of the organization. No notice of such meetings shall be required.
Section 7. Special Meeting. Special meetings of the voting members for any purpose or purposes may be called at any time by the President, or by a majority of the directors, or upon written petition by at least twenty-five percent (25%) of the voting members. Minutes of the meeting shall be posted to the corporation website within one (1) week after the meeting.
Section 8. Procedures. The vote of a majority of the directors present at a properly called meeting, at which a quorum is present, shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these bylaws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors, at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 9. Emergency Action. Should action be required when it is not possible to assemble the Board of Directors in a properly called meeting, or when the Executive Committee explicitly cannot assume the powers of the full Board, written or oral approval of the proposed action by a Board majority may be obtained in a poll of the entire Board of Directors, authorized by the President or majority of the Executive Committee. Any action so taken shall be recorded in the minutes of the next properly called Board meeting.
Section 10. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 11. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be appointed by the remaining directors. A director appointed to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 12. Standing Committees. There shall be six (6) standing committees of the organization: Executive, Nomination/Election, Event, Membership/League, Public Relations, and Finance. The President shall appoint the chairpersons of all committees from the membership of the Board of Directors of the organization with the approval of the Board of Directors. All committee appointments shall terminate upon the election of a new President, unless specifically determined otherwise at the Annual Meeting. All committees shall function within the guidelines and budgets established by the Board of Directors.
- Executive Committee consists of all members of the Board of Directors. This committee sets and executes all plans and activities for the club.
- Nomination/Election Committee consists of the Past-President, Secretary and three (3) club members. This committee plans and executes the Board Nomination and election process including announcing, through coordination with the Public Relations Committee, Director position vacancies, dates of the Annual Meeting, validate nominations, coordinate the collection of ballots before and at the Annual Meeting, and certify the election.
- Event Committee consists of at least one Director and may include an additional club member(s) as needed, determined by the Board. This committee plans and executes events hosted by the club.
- Membership/League Committee consists of at least one Director and may include an additional club member(s) as needed, determined by the Board. This committee plans and executes all membership and league activities of the club.
- Public Relations Committee consists of at least one Director and may include an additional club member(s) as needed, determined by the Board. This committee is responsible for all member and community content including but not limited to social media posts, newsletters, and website updates.
- Finance Committee consists of the Treasurer and at least one club member. This committee manages all financial tasks for the club.
Section 13. Ad Hoc Committees. The President may establish ad hoc committees at any time. All ad hoc committees are subject to the same rules and operating procedures as standing committees.
Section 14. Budgets. The Board of Directors shall approve the annual budget of the organization during the first quarter of each fiscal year upon recommendation of the Executive Committee.
Section 15. Personnel Responsibilities. The Board of Directors may employ and discharge employees of the organization and may prescribe their duties and compensation. The Board shall discharge its duties with respect to personnel organizational matters without regard to age, sex, race, color, creed, sexual orientation, or the national origin of any person.
Section 16. Records. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the organization.
Section 17. Compensation. No Board member, officer, or any member of a committee shall receive at any time any of the net earnings or profit from the operations of the organization. However, this shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the organization. Such compensation shall be fixed by the Board of Directors as deemed necessary.
Section 1. Number of Officers. The officers of the corporation shall be a President, one (1) or more Vice Presidents (as determined by the Board of Directors), a Secretary, and a Treasurer.
- President: The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors and its Executive Committee.
- Vice President: The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties.
- Secretary: The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors’ meetings and all committee meetings.
- Treasurer: The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.
Section 2. Term of Office. Each officer shall serve a term of two (2) years, or until a successor has been elected and qualified. Two new officers shall be elected every year based off the following rotation.
- Vice-President: Every year
- Secretary: Every odd year
- Treasurer: Every even year
Vice President will serve one (1) year as Vice President, one (1) year as President, and one (1) year as Past President.
Section 3. Nominations and Elections. The Nomination/Election Committee, a standing committee of the organization, shall announce the Director positions that are scheduled to be filled for the ensuing year at least sixty (60) days previous to each Annual Meeting.
Nominations for any Director position can be made by any eligible member for themselves or for another eligible member. Nominations for any Director vacancies to be filled at the Annual Meeting must be made in writing to the Secretary over the signature of ten (10) members of record or in email over the written names of ten (10) members of record or a combination of both to be verified by the Nomination/Election Committee and submitted at least thirty (30) days before the Annual Meeting. Any member nominated by another member must accept the nomination for their name to be added to the ballot.
Eligible members nominated for the Treasurer position must be approved by two thirds majority of the Board of Directors before being placed on the ballot.
The membership is provided with one official notice of the annual meeting at least fifteen (15) days previous to each Annual Meeting. Names of nominees shall be included in the official notice.
Ballots can be cast via two methods:
- Electronic ballots are available to all eligible members, including current Directors except for the President, not able to attend the Annual Meeting or wishing to vote prior to the Annual Meeting. Electronic ballots must be submitted at least 24 hours before the date of the Annual Meeting. Electronic ballots cast within 24 hours of the start time of the Annual Meeting will not be accepted in the official count.
- Paper ballots are cast at the Annual Meeting by all eligible members, including current Directors except for the President. Paper ballots are collected and counted by the non-Director members of the Nomination/Election Committee during the Annual Meeting.
Electronic and paper ballots counts are accumulated by the non-Director members of the Nomination/Election Committee.
The winner of each vacant position is determined to be the member with the largest sum of votes in their favor. In the case that both the Director 1 and Director 2 positions are vacant, the two (2) members with the larges sum of votes in their favor running for those positions are determined the winners.
Totals ballot counts are not announced but are available for nominees to request a recount by the President and Secretary. In the event of a tie between two members, the ballots for only that position are recounted. If a tie continues to exist, the President casts their vote for only that position to break the tie. Results are provided to the Secretary (and President if they did not vote to break a tie) to certify the election and announce the new members to the Board of Directors. When announced, those members immediately begin their terms and the terms of outgoing members end.
Section 4. Removal or Vacancy. The Board of Directors shall have the power to remove an officer (Director) or agent of the corporation. Any vacancy that occurs for any reason may be appointed by the Board of Directors until the next election.
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The corporation shall not have a corporate seal. All instruments that are executed on behalf of the corporation which are acknowledged, and which affect an interest in real estate shall be executed by the President, or any Vice President and the Secretary or Treasurer. All other instruments executed by the corporation, including a release of mortgage or lien, may be executed by the President or any Vice President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a simple majority of a quorum vote at any regular or special meeting. A majority of the Board of Directors or twenty five percent (25%) of the membership of the Club may propose amendments to these Bylaws by submitting them in writing over their signatures to the Secretary at any time. The text of the proposed change shall be distributed to all Board members at least seven (7) days before the meeting.
These Bylaws may be amended at any annual or special meeting of voting members of the Club by a majority vote of the voting members of the Club voting in person, by absentee ballot, or by proxy.
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).
In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
- All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefor.
- Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
I certify that the foregoing is a true and correct copy of the bylaws of the above-named corporation, duly adopted by the Board of Directors on 6/15/2020.
Brian Stoiber, President
Kerry Myers, Secretary