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 1.01                   The name of the organization is Windy City Curling Incorporation (referred to herein as the “Club”).

Section 2.01   The Club is a nonprofit corporation registered under the laws of Illinois and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, with the express purposes:

(a)                 To foster, promote, and advance the understanding and development of the sport of curling.

(b)                 To teach the game of curling; to maintain, operate, equip, and support curling players, teams, and leagues; to operate and conduct curling clinics, games, athletic events, and exhibitions.

(c)                 To promote goodwill, sportsmanship, and good welfare among its members.

(d)                 To affiliate with other curling organizations for the furtherance of the Club’s purposes.

Section 2.02   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 above. 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. 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.

Section 3.01   Membership Types. The Club shall include five (5) types of memberships: Full, Junior, Rookie, Dual, and Summer.

(a)                 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 and make unlimited use of club equipment; and membership in the Midwest Curling Association (MCA) and the United States Curling Association (USCA).

(b)                 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 and make unlimited use of club equipment; and membership in the Midwest Curling Association (MCA) and the United States Curling Association (USCA).

(c)                 Rookie is for any person with no prior curling experience at the time of registration and includes: the right to register for one (1) Rookie league (or equivalent beginner league) and make unlimited use of club equipment. If the Rookie member wishes to become a Full member, the member must submit the difference in cost of membership types to the Board prior to registering for additional leagues.

(d)                 Dual membership is for any person eighteen (18) years of age or older at the time of registration who holds a membership at a different curling club and includes: the right to register for leagues and make unlimited use of club equipment; and membership in Midwest Curling Association (MCA), if not already a MCA member.

(e)                 Summer membership is for any person who is not a full or dual member and includes: the right to register for leagues in the summer and make unlimited use of club equipment.

Section 3.02   Changes / Limits to Membership Types. Additional benefits for membership types are determined and may be altered by a majority vote of the Board of Directors (referred to herein as the “Board”). The Board shall determine any limits on the number of members of the Club in each classification if necessary.

Section 3.03   Adherence to By-Laws. Every person applying for membership thereby agrees to abide by the Articles and By-Laws of this Club and to pay their annual membership dues as established by the Board.

Section 3.04   Membership Year. The Membership Year runs from August 1st through July 31st of the following year.

Section 3.05   Membership Dues and Fees. Each member shall pay annual dues in the amount fixed by the Board prior to the start of the Membership Year.

Section 3.06   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 3.01. Membership Types and Section 4.05. Voting Rights.

Section 3.07   Termination / Denial of Membership. The Board by the affirmative vote of two-thirds of all Directors then in office may expel a member or deny a membership application for conduct injurious or detrimental to the Club, a violation of the By-Laws of the Club, the rules of the World Curling Federation, United States Curling Association, or the Midwest Curling Association, or for any reason sufficient thereof after an appropriate investigation of events. In no event shall a membership be terminated or denied with respect to age, sex, race, color, creed, sexual orientation, or the national origin of any person. Any member whose membership is terminated shall forfeit the membership dues.

Section 4.01   Number of Directors. The Club shall be managed by a Board consisting of seven (7) Directors consisting of the following positions: President; Vice President; Secretary; Treasurer; Director 1; Director 2; Past President.

Section 4.02   Annual Meeting. An Annual Meeting shall be held once each calendar year during the month of May for the purpose of announcing new 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.

Section 4.03   Board Year. A “Board Year” shall consist of the time between Annual Meetings.

Section 4.04   Election and Term of Office. Each elected Director position shall serve a term of two (2) Board Years except the Vice President who shall serve three (3) Board Years, or until a successor has been elected and qualified. The following will be the schedule of elections:

(a)                 Vice President: Every year

(b)                 Secretary: Every odd year

(c)                 Treasurer: Every even year

(d)                 Director 1: Every odd year

(e)                 Director 2: Every even year

Section 4.05   Nominations and Elections. 

(a)                 Annual Election. The Board shall announce the positions that are scheduled to be filled for the ensuing Board Year at least forty-five (45) days prior to each Annual Meeting.

(b)                 Eligibility for Elections. For purposes of any Election, the following Members are able to take part.

                        (i)          Eligible Voting Members. Any member who has a Full membership or a Dual membership in good standing and has been a member of the Club for the prior twelve (12) full months (referred to as an “Eligible Voting Member”). For the purposes of determining eligibility, an Eligible Voting Member’s status as such shall be determined as of the date that the Election is announced for Nominations.

                      (ii)          Eligible Board Member. For a member to be eligible to serve on the Board (referred to as an “Eligible Board Member”), a Member must meet the following requirements:

1)       Such Member must have a Full membership or a Dual membership in good standing and have been a Member of the Club for the prior twenty-four (24) full months. For the purposes of determining eligibility, a Member’s status as such shall be determined as of the date that the Election is announced for Nominations.

2)       The Member must not have served, or will serve as a result of the upcoming Election, on the Board for four or more of the previous six Board Years (determined based on the Board Year for which the Election is being held) with the following exceptions (herein referred to as “Term Limits”).

a)       A Member who has served on the Board for only two of the prior four Board Years may run for any Officer position, including the Vice-President position.

b)       A Member who is currently serving as the Treasurer, may run for a second term as Treasurer regardless of prior Board service tenure. For the avoidance of doubt, a Treasurer may not run for the Treasurer position such that a Member would hold the Treasurer position for three full consecutive terms.

3)       At the time the Nominations have closed and there have not been enough Eligible Board Members nominated for the Election, the Board may agree to waive the Term Limits for a term of one year to allow a Member to stand for election despite not qualifying under the Term Limits.

(c)                 Nominations. Nominations for any Director position can be made by any Eligible Voting Member for any Eligible Board Member. To stand for election, an Eligible Board Member must receive nominations from ten (10) Eligible Voting Members following the Board’s nomination process set forth in the election announcement at least fifteen (15) days before the Annual Meeting.

                        (i)          Any Eligible Board Member that receives the required nomination by Eligible Voting Members must accept the nomination for their name to be added to the ballot.

                      (ii)          Along with receiving 10 nominations, Eligible Board Members nominated for the Treasurer position also must be approved by two thirds majority of the Board (excluding the Eligible Board Member if they are currently serving on the Board) before being placed on the ballot.

                    (iii)          Each nominated Eligible Board Member must submit a statement as set forth by the Board detailing their desire to be on the Board and provided to Membership prior to ballots being provided to Eligible Voting Members.

(d)                 Notice of Ballots. The membership is provided with one official notice of the ballot for the Board of Directors at least fifteen (15) days previous to each Annual Meeting. Names of nominees shall be included in the official notice.

(e)                 Ballots. The Board shall provide the mechanism in which ballots are to be cast for Director elections (or any other vote that may be necessary) by way of either of the following two methods (or a combination of both if necessary):

                        (i)          Electronic Ballots. 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.

                      (ii)          Paper Ballots. If necessary, the Board may provide Paper ballots to be cast at the Annual Meeting by all Eligible Members (that have not voted through an electronic ballot).

(f)                  Vote Tally.

                        (i)          Electronic and paper ballot counts shall be tallied and accumulated by two members of the Board that are not up for election in the current election cycle as appointed by the President and approved by the Board and reported to the Secretary. 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 largest sum of votes in their favor running for those positions are determined to be the winners.

                      (ii)          Total ballot counts are not announced but are available for nominees to request a recount by two members of the Board not up for Election. 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. When announced, those Members immediately begin their terms and the terms of outgoing Members end.

Section 4.06   Removal. A Director (including any Officers) shall be subject to removal, by an affirmative vote of at least two-thirds of the Directors at a meeting called for such purpose and for which notice has been given to each Director entitled to vote on the matter. The Director subject to the removal vote shall not be entitled to vote on the matter.

Section 4.07   Vacancies. Except as stated below, when a vacancy occurs on the Board, whether by death, resignation, removal or any other cause, the remaining Directors may, by simple majority vote, appoint an Eligible Board Member to fill the vacancy. Prior to the appointment of a new Director to fill a vacancy, the Board shall notify the membership of the vacancy for the purpose of seeking Eligible Board Members who may wish to join the Board and shall not appoint a new Director until thirty (30) days after the vacancy has been announced. An Eligible Board Member appointed to fill a vacancy shall serve till the next Annual Election, regardless of the remaining term, at which point, if there is a subsequent Board Year remaining on the predecessor’s term, the final Board Year shall be filled during the Annual Election, by following Annual Election procedures set forth in Article 4.

(a)                 Vice-President Vacancy. If the Vice-President position is vacated (and not as the result of a President Vacancy as set forth in Section 4.07(b)), the Board may not appoint an Eligible Board Member to the Vice-President position, and instead shall call an Election to fill the open Vice-President position (the “Vice-President Election”). The Vice-President Election procedures shall be similar to the Election procedure set forth in Section 4.05 except that the election can occur outside the timing of the Annual Meeting and Nominations are only required to be open for 15 days. If the Vice-President vacancy occurs within three months prior to the next Annual Meeting, the Board may forego the Vice-President Election by a majority vote of the remaining Board Members (not including the President) and appoint the President to serve another Board Year as President with the President’s consent to serve another Board Year as President and the Past-President position in the next Annual Election shall be filled as detailed in Section 4.07(b)(iii) below.

(b)                 President Vacancy. If the President position is vacated, the following rules shall apply:

                        (i)          the Vice-President shall assume the President position, for the remainder of the President's term, then continue into the position of President in the following Board Year.

                      (ii)          The Board may, but is not required to, to fill the open Vice-President position with an “Interim Director” position that will serve until the next Annual Election. Such Interim Director will not serve as the Vice-President and will not assume the President position in the following Board Year.

                    (iii)          For the Annual Election following the President Vacancy, the Board, by a majority vote, choose one of the following options:

1)       Fill the Past President position with an Interim Director during the Annual Election, where such an Interim Director would serve for only one Board Year; or

2)       Allow the Board for the following Board Year to appoint the Past President position with an Eligible Board Member who previously served as President regardless of prior Board Year service limits.

Section 4.08   Committees. The Board shall have the ability to form committees for the purpose of carrying out certain activities of the Board. All Committees shall have a liaison appointed by the President and approved by the Board with a majority vote. Committees may be staffed with volunteer members of the Club. 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.

Section 4.09   Personnel Responsibilities. The Board 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 4.10   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 4.11   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 as deemed necessary.

Section 5.01   Number of Officers. The Officers of the Club shall be a President, Vice President, Secretary, and a Treasurer.

Section 5.02   Roles of the Officers. The Officers shall have the following roles and duties.

(a)                 President: 

                        (i)          The President shall be the Chief Executive Officer and shall preside at all meetings of the Board.

                      (ii)          The President shall appoint members or Directors, with the majority approval of the Board, to serve as Club Representatives where necessary, including but not limited to a representative of the Midwest Curling Association.

                    (iii)          President shall serve one Board Year as President and will proceed to the role of Past President immediately following the Annual Meeting.

(b)                 Vice President: 

                        (i)          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.

                      (ii)          The Vice President shall serve one Board Year as Vice President and will proceed to the role of President immediately following the Annual Meeting.

(c)                 Secretary: 

                        (i)          The Secretary shall give notice of all meetings of the Board, 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.

                      (ii)          The Secretary shall maintain the minutes of the Board meetings and all committee meetings.

(d)                 Treasurer: 

                        (i)          The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board.

Section 6.01   Regular Meeting. The Board shall have regular meetings every month to accomplish the business of the organization. The Annual Meeting shall not serve as a Regular Meeting.  

Section 6.02   Notice of Meetings. 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. To the extent possible, such notice shall be communicated to members at least seven (7) days prior to the meeting.

Section 6.03   Place of Meeting. Meetings shall be held electronically or in-person (or both), at a location specified by the Board.

Section 6.04   Meetings Held Electronically. Meetings of the Board may be conducted through use of Internet meeting services designated by the President that support visible displays identifying those participating and identifying those seeking recognition to speak. These electronic meetings of the Board shall be subject to all rules adopted by the Board.

Section 6.05   Quorum. A majority of the Directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the Directors present may adjourn the meeting to another time without further notice. The Directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some Directors results in representation of less than a quorum.

Section 6.06   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 or electronic transmission, setting forth the action so taken, is signed by the Directors with respect to the subject matter of the vote. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes of the proceeding Meeting.

Section 6.07   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. 

(a)                 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:

                        (i)          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;

                      (ii)          Shall disclose their interest and the general nature thereof prior to any consideration of the matter in the meeting;

                    (iii)          Shall not take part in the discussion of or vote on any question in respect of the matter; and,

                     (iv)          Shall not in any way whether before, after, or during the meeting, influence the voting on any such questions.

(b)                 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 6.08   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 Club’s website within one (1) week after the meeting.

Section 6.09   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, 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, 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 6.10   Emergency Action. Should action be required when it is not possible to assemble the Board in a properly called meeting, written or oral approval of the proposed action by a Board majority may be obtained in a poll of the entire Board, authorized by the President or majority. Any action so taken shall be recorded in the minutes of the next properly called Board meeting.

Section 7.01   Budgets. The Board shall approve the annual budget of the organization during the first quarter of each fiscal year upon recommendation of the Executive Committee.

Section 7.02   Fiscal year. The fiscal year for the Club shall run from September 1 through August 31 of the following year.

Section 8.01   The Club shall not have a corporate seal. All instruments that are executed on behalf of the Club which are acknowledged, and which affect an interest in real estate shall be executed by the President or Vice President, and the Secretary or Treasurer. All other instruments executed by the Club, including a release of mortgage or lien, may be executed by the President or 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.

Section 9.01   The bylaws may be amended, altered, or repealed by the Board by a simple majority of a quorum vote at any regular or special meeting. A majority of the Board 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 members of the Board at least seven (7) days before the meeting.

Section 9.02   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.

Section 10.01   Any Director or Officer who is involved in litigation by reason of his or her position as a Director or Officer of this Club shall be indemnified and held harmless by the Club 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 Club to provide broader indemnification rights).

Section 11.01   In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:

(a)                 All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made thereof.

(b)                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.

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 2/24/2025.

Joshua Richardson, President

Colleen Koehler, Secretary