Article I – Name
The name of the organization shall be Beecher Recreation, hereinafter referred to as the “Corporation”. Its principal office shall be located in or near Beecher, Illinois.
Article II – Purpose
The corporation is organized and will be operated exclusively for charitable and educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code. Specifically, Beecher Recreation is dedicated to social and educational development primarily through, but not limited to, the provision of organized youth sports activities to people attending Beecher schools or living within the Beecher School District area.
This Corporation is a not-for-profit, non-political, non-sectarian organization. No part of any earnings shall inure to the benefit of any member or individual and no officer or director of the Corporation shall receive any compensation for his/her services as an officer or director. It shall be incorporated “not-for-profit” under the laws of the State of Illinois and maintain the requirements thereof.
Section 1: Eligibility
Membership shall consist of all persons residing in the Beecher School District area or with children attending a school located in Beecher, Illinois.
Section 2: Voting Privileges
Nominations for expiring Board of Directors positions shall be held on the second Wednesday of September. Nominees may be self-nominated and all nominees must be present to accept the nomination. The membership shall vote for the Board of Directors at the Corporation’s Annual Meeting. Voting conducted by members must be done in person. No proxy votes are permitted.
Section 3: Corporation Control
Control of the Corporation shall rest with the membership through its election of the Board of Directors. Only the Board of Directors is empowered to take action on behalf of the Corporation, unless the Board of Directors specifically authorizes otherwise.
Article IV – Annual Meeting
The Corporation shall conduct an Annual Meeting on the second Wednesday of October each year. The purpose of the Annual Meeting shall be for the membership to elect persons to serve on the Board of Directors. Directors shall be elected for the terms that are expiring that year. The sitting board members will immediately count the ballots and the candidate with the most votes by simple majority will be confirmed and announced. In the event of a tie, an immediate revote will be held. Any members remaining in attendance are eligible to revote.
Article V – Board of Directors
Section 1: Duties of the Board
(a) The Board will be responsible for the conduct of the business of the Corporation and is empowered to employ and terminate persons as needed to carry out the business of the organization.
(b) The Board will approve an annual operating budget.
(c) The Board will approve and enforce operating policies and procedures that are developed for each program of Beecher Recreation (e.g. t-ball, softball, basketball, etc.), support activity (e.g. publicity, concessions, fields and maintenance, etc.), and governance (code of conduct, conflict of interest, etc.).
(d) The Board will determine the goals of the Corporation as well as the establishment or termination of a program.
(e) The Board shall exercise all other powers inherent in the Corporation except those specifically reserved for the membership.
(f) No individual Director shall act for the Board, or Corporation, except as specifically authorized by its By-Laws or as authorized by the Board of Directors.
(g) The Board shall review the By-laws annually.
Section 2: Board Composition
The Board shall consist of not less than five (5) nor more than nine (9) Directors.
Section 3: Terms
Directors shall serve for a term of two years beginning at the November Board meeting following their election, unless filling an unexpired term, in which case the Director shall begin their term immediately upon appointment. Vacancies on the Board of Directors shall be filled for the unexpired term by a majority vote of the Board of Directors.
The terms of the Directors shall be staggered such that no more than two-thirds (2/3) of the Directors turn over in the same year.
Section 4: Regular Meetings
The Board of Directors shall hold meetings on a regular monthly basis at such time and place as is established by the Board. Notice of monthly meetings shall be published in a suitable local newspaper and/or posted in a public location that is seen by the general public on a frequent basis.
Section 5: Special Meetings
A special meeting may be called by the President or two Directors. Written notice must be given to each Director at least 48 hours in advance of the meeting stating the purpose of the meeting. No other business may be conducted at the special meeting.
Section 6: Quorum
A quorum for all meetings of the Board of Directors shall consist of 45% of the Directors currently in office.
Article VI – Officers
Section 1: Election of Officers
At its meeting in November each year the Board of Directors shall elect the officers of the Corporation from amongst themselves. The officers shall be President, Vice-President, Treasurer, and Secretary.
Section 2: Term of Officers
Officers shall serve for a term of one year. Officers shall serve no more than three consecutive terms in the same office.
Section 3: Vacancies
Vacancies in an officer position shall be filled for the unexpired term by a majority vote of the Board of Directors. However, if the office of the President is vacated, the Vice President shall immediately assume the duties of that office for the remainder of the term.
Section 4: President
The President’s duties are to:
(a) Preside at the Annual Meeting and all meetings of the Board of Directors;
(b) Appoint the Chairpersons and members of committees;
(c) Assume primary responsibility for planning and development while assuring that required activities are carried out;
(d) Present an annual report to the membership at the Annual Meeting;
(e) Perform the duties usually associated with the office of the President.
Section 5: Vice-President
The Vice-President’s duties are to:
(a) Preside at meetings when the President is unable to attend;
(b) Assist the President in communicating with committee chairpersons that are active at that time of the year.
Section 6: Treasurer
The Treasurer’s duties are to:
(a) Be responsible for the receipt of all revenues of the Corporation;
(b) Be responsible to establish and oversee the procedures for the Corporation’s expenditures;
(c) Prepare an annual operating budget to be presented to the Board of Directors;
(d) Present a monthly reconciled financial report to the Board of Directors and make said report available to the membership upon request;
(e) Present an annual financial report to the membership at the Annual Meeting;
(f) Be responsible to ensure the Corporation completes and submits required financial reporting documents with local, state and federal government agencies.
Section 7: Secretary
The Secretary’s duties are to:
(a) Maintain a record of the proceedings of all meetings of the Board of Directors and Annual Meeting;
(b) Be responsible to ensure the Corporation remains in good standing as a not-for-profit corporation with the State of Illinois.
Article VII – Removal of a Director
A Director may be removed from the board for failure to fulfill his/her duties, after reasonable notice. A Director may be removed from the Board of Directors if the Director misses four meetings in any twelve month period. A Director may be removed if deemed in violation of the Corporation’s Board of Director Code of Conduct policy. Removal of the Director shall require an affirmative vote by 51% of all of the Directors currently in office at the time of the vote.
Article VIII – Committees
Committees may be established to carry-out the work of the Corporation. Establishment of a committee shall be approved by the Board of Directors. Committee chairpersons and committee members shall be appointed by the President. A Director may also serve as a committee chairperson or committee member. All committee appointments shall expire in October of every year.
Each committee shall establish operating policies and procedures that are to be approved by the Board of Directors.
Article IX – Dissolution
In the event of the dissolution of this Corporation or in the event it shall cease to exist for the stated purpose, and after payment of all obligations, all of the property and assets shall be distributed to an organization or agency that provides similar activities and has been granted exemption from federal income tax under the provisions of Section 501(c)(3) 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.
Article X – Amendments
The Articles of Incorporation and By-Laws may be amended or repealed in all or in part, or new Articles of Incorporation and By-Laws may be adopted by a two-thirds (2/3) majority vote of the Directors in office at the time of the vote.
Notice of such changes shall be given to each Director fourteen (14) days prior to the meeting held to vote on the changes. The notice given to Directors shall include the documents to be revised as well as the date, time and location of the meeting.
Article XI – Fiscal Year
The fiscal year shall begin January 1st and end December 31st. The Board of Directors shall adopt a budget for each fiscal year.
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|Vice-President Date||Treasurer Date|
|Director Date||Director Date|
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|Last Review: August 8, 2012|