LIONS OF ILLINOIS FOUNDATION. Bylaws

Transcription

1 LIONS OF ILLINOIS FOUNDATION Bylaws May 2011

2 LIONS OF ILLINOIS FOUNDATION Bylaws TABLE OF CONTENTS ARTICLE I: NAME AND PURPOSES... 1 Section 1.1 Name... 1 Section 1.2 Purposes... 1 ARTICLE II: OFFICES... 2 Section 2.1 Corporate Offices... 2 ARTICLE III: MEMBERS... 3 Section 3.1 Membership... 3 Section 3.2 Annual Meeting... 3 Section 3.3 Special Meetings... 3 Section 3.4 Notice... 3 Section 3.5 Voting... 3 Section 3.6 Quorum... 4 Section 3.7 Prior Submission of Proposed Resolutions... 4 ARTICLE IV: BOARD OF TRUSTEES... 4 Section 4.1 Name and Powers... 4 Section 4.2 Number... 4 Section 4.3 Election and Tenure... 4 Section 4.4 Vacancies... 6 Section 4.5 Regular Meetings... 7 Section 4.6 Special Meetings... 7 Section 4.7 Notice... 7 Section 4.8 Quorum... 7 Section 4.9 Manner of Acting... 7 Section 4.10 Informal Action... 8 Section 4.11 Resignations... 8 Section 4.12 Compensation... 8 Section 4.13 Executive Committee... 8 Section 4.14 Advisory Committee... 9 Section 4.15 Other Committees... 9 i

3 ARTICLE V: OFFICERS Section 5.1 Number, Title, and Qualifications Section 5.2 Election and Terms of Office Section 5.3 Vacancies/New Offices Section 5.4 Removal Section 5.5 Resignations Section 5.6 Bond Section 5.7 President Section 5.8 Vice-President Section 5.9 Secretary Section 5.10 Treasurer ARTICLE VI: EXECUTIVE DIRECTOR Section 6.1 Duties ARTICLE VII: CONTRACTS, DEPOSITS, CHECKS, GIFTS, ETC Section 7.1 Contracts Section 7.2 Deposits Section 7.3 Checks, Drafts, Etc Section 7.4 Loans Section 7.5 Gifts Section 7.6 Funds Section 7.7 Investment of Monies Section 7.8 Stock in Other Corporations ARTICLE VIII: BOOKS AND RECORDS Section 8.1 Books, Records, and Minutes ARTICLE IX: ANNUAL REPORTS Section 9.1 Preparation and Presentation ARTICLE X: SEAL Section 10.1 Corporate Seal ARTICLE XI: FISCAL YEAR Section 11.1 Definition ii

4 ARTICLE XII: NOTICE Section 12.1 Notice Section 12.2 Waiver of Notice ARTICLE XIII: AMENDMENT OF BYLAWS Section 13.1 Required Approval Section 13.2 Procedure for Submission of Proposed Amendments Section 13.3 Modification of Proposed Amendments iii

5 LIONS OF ILLINOIS FOUNDATION Bylaws ARTICLE I: NAME AND PURPOSES Section 1.1 Name This corporation shall be known as the LIONS OF ILLINOIS FOUNDATION (hereinafter called the Foundation ). Section 1.2 Purposes The purposes for which the Foundation is organized are: To operate exclusively for charitable, educational, literary, or scientific purposes, including, but not by way of limitation, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States revenue statute (the Code ) and the planning, development, and maintenance of a unified program by which each and every Lions Club in Illinois may participate voluntarily in providing service to the visually and hearing impaired and to such other members of the public and such schools or other charitable, educational, literary, or scientific institutions and organizations as the Board of Trustees may approve. To receive any property, real, personal, or mixed, by gift, devise, bequest, purchase, lease, loan, or otherwise, absolutely or in trust, for the foregoing purposes or any of them, and to carry out the directions and exercise the powers contained in any trust or other instrument under which such property may be so received, including without limitation the expenditure of the principal, as well as the income, of any property so received, if authorized or directed in such trust or other instrument; and, if so received without any designation of specific use, to expend the income and principal thereof for any one or more of the foregoing purposes in such manner and amounts and at such time(s) as deemed proper by the Board of Trustees of the Foundation. To do and engage in any and all lawful activities that may be incidental or reasonably necessary to any of the foregoing purposes, and to have and exercise all other powers and authority now or hereafter conferred upon not-for-profit corporations under the laws of the State of Illinois. 1

6 Notwithstanding the foregoing or any other provision of the Articles of Incorporation or these Bylaws: (a) (b) (c) (d) No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Foundation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. Upon dissolution of the Foundation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purposes of the Foundation in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, literary, or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Code, as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization(s), as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE II: OFFICES Section 2.1 Corporate Offices The Foundation shall maintain a registered office in Illinois, and a registered agent whose office is identical with such registered office, and may have such other offices as the Board of Trustees may determine. 2

7 ARTICLE III: MEMBERS Section 3.1 Membership Each Lions Club in the State of Illinois in good standing with Multiple District 1, State of Illinois, and with its appropriate District, shall be a member of the Foundation. Section 3.2 Annual Meeting The annual meeting of the members of the Foundation shall be held at the specific time and place determined by the Board of Trustees. At such annual meeting of the members, each member Lions Club shall be represented by delegates determined in the manner hereinafter provided in Section 3.5. Section 3.3 Special Meetings Special meetings of the members may be called by the Board of Trustees or by the President or by one-third (1/3) of the members of the Foundation. At a special meeting of the members, each member Lions Club shall be represented by delegates as determined in the manner hereinafter prescribed in Section 3.5. Section 3.4 Notice Notice of any annual or special meeting of the members shall be given not less than ten (10) nor more than ninety (90) days before the date of the meeting by written or printed notice delivered personally, by mail, or by publication, by or at the direction of the President, Secretary, or the representatives of the members calling the meeting, to the President or Secretary of each member Lions Club. Section 3.5 Voting Each member Lions Club shall be entitled to one (1) voting delegate for each ten (10) members of said club, or major fraction thereof, as shown by the records of Lions Clubs International on the first day of the month last preceding that month in which the annual or special meeting is held. Each District Trustee and each Ambassador of Goodwill (past District Trustee/District Governor Trustee who completed his/her term of office) who is a member in good standing of a member Club in this state shall be entitled to full delegate privileges at each annual or special meeting, and shall not be included in the delegate quota of his/her Club. On any matter to be voted upon at any annual or special meeting of the members, each delegate shall be entitled to one (1) vote. 3

8 Section 3.6 Quorum One-tenth (1/10) of the total number of delegates registered at the immediately preceding annual meeting of the members, as certified by the appropriate officer of the Foundation or Multiple District 1, shall constitute a quorum at any meeting of members; provided that if less than a quorum is present, a majority of the delegates present, or the sole delegate present, may adjourn the meeting without notice. Section 3.7 Prior Submission of Proposed Resolutions Before any proposed resolution may be presented at a meeting of members for action by the membership, it must be submitted to the Secretary of the Foundation through the Foundation office at least sixty (60) days prior to said meeting. Upon receipt of a resolution in substantial compliance with the form as published by the Secretary, written notice of the proposed resolution shall be sent by the Secretary to each member Lions Club at least thirty (30) days prior to the meeting of members at which such proposed resolution is to be considered and voted upon. ARTICLE IV: BOARD OF TRUSTEES Section 4.1 Name and Powers The property and affairs of the Foundation shall be managed by its board of directors, which shall be called the Board of Trustees and the members of which shall be called District Trustees. Only members of the Board of Trustees shall be entitled to vote on any matter coming before the Board. Section 4.2 Number The Board of Trustees shall consist of two District Trustees elected/appointed from each District in Multiple District 1. Section 4.3 Election and Tenure (a) District Trustees shall be elected at the annual convention of each of the Districts in Multiple District 1, to take office on the first day of the Foundation fiscal year following his/her election and to hold office for two (2) years; with the exception that District Trustees elected/appointed for terms commencing July 1, 2004, shall serve until July 1, District Trustees elected/appointed for terms commencing July 1, 2005, or thereafter shall serve a term as defined. District Trustees from newly-created Districts shall be alternately elected to appropriate one (1) or two (2) year first terms so as to maintain as nearly as possible equally staggered terms of members of the Board of Trustees. The 4

9 District Trustee may not serve more than two (2) full terms of two (2) years each unless appointed by his/her District to fill an unexpired term. Once a District Trustee has been out of office for one full term, he/she will be eligible to serve as District Trustee for two (2) consecutive terms. (b) The District Trustees shall be elected in accordance with the following procedures: (i) (ii) Each District Governor shall appoint and notify at least sixty (60) days prior to the convening date of the District convention at which the new District Trustee is to be elected, a Nominating Committee of not more than five (5) members who shall each be a member in good standing of a different chartered club within the District, and shall not at the time of their appointment hold any District, Multiple District 1, Lions Clubs International Foundation, or Lions Clubs International office. Nominations for the office of District Trustee of the Foundation shall be in writing and shall be certified by the President or Secretary of the nominee s club as being the act of a majority of the members of the club, and shall be filed with the District Nominating Committee not less than twenty (20) days prior to the convening date of the District convention. All such written nominations shall be examined by the Nominating Committee, and if found to be in proper order, shall be reported by the Committee to the meeting of delegates of the clubs in the District at which the District Trustee is to be elected. If the Nominating Committee determines that any written nomination is not in proper order, it shall immediately, and in no event later than ten (10) days after receipt thereof, return the nominating petition to the club submitting it with the reasons therefore. All nominations shall be closed at midnight of the twentieth (20 th ) day preceding the convening date of the convention, and no nominations shall be received thereafter or made from the floor except upon certification from the Nominating Committee that no nominations in proper form have been received within the time limit herein specified, in which event nominations may be made from the floor and such nominations shall not require endorsement by the members of the club of which the candidate is a member. As soon as practicable after the closing date of the nominations, the District Governor shall notify in writing all of the clubs in the District as to the names of the nominees determined by the Nominating Committee to be properly nominated and who will, accordingly, be candidates for the office of District Trustee at the election meeting. (iii) At the meeting held for the purpose of electing the District Trustee, each chartered club in the District in good standing with the District and Multiple District 1 shall be entitled to one (1) voting delegate and one (1) alternate for each ten (10) members of said club, or major fraction thereof, as shown by the records of Lions Clubs International on the first day of the month last preceding that month in which the election is held. 5

10 (iv) The election shall be by secret written ballot, and the candidate receiving a majority of votes cast by the qualified delegates present at the meeting in person and voting shall be declared elected. For the purpose of such election, a majority is defined as a number more than one-half of the total valid votes cast excluding blanks and abstentions. If, on the first ballot, and subsequent ballots, no candidate receives a majority, the candidate or tied candidates receiving the lowest number of votes shall be eliminated and balloting shall continue until one candidate receives a majority. In addition to the above, in the event of a tie vote for any candidates receiving the highest vote totals, balloting shall continue until one candidate is elected. (c) (d) A candidate for the office of District Trustee shall: (i) (ii) Be an active member in good standing of a Lions Club in good standing in his/her District; and Have served (A) as President, Secretary, or Treasurer of a Lions Club for a full term or major portion (more than six (6) months) thereof, or as a member of the Board of Directors of a Lions Club for no less than three (3) years, and (B) as a member of a District Cabinet for a full term or major portion thereof. No District Trustee shall hold any other District, Multiple District 1, Lions Clubs International, or Lions Clubs International Foundation office. Such offices include all elected offices (District, Multiple District 1, Lions Clubs International, Lions Clubs International Foundation) and any of the following positions: Cabinet Secretary/Treasurer, District Lions Clubs International Foundation Chairmen, Multiple District 1 State Chairmen, Lions Clubs International and Lions Clubs International Foundation appointees, any employed positions of the Lions of Illinois, Inc., Lions Clubs International, or Lions Clubs International Foundation, and such other offices as may be designated by the Board of Trustees. Section 4.4 Vacancies Any vacancy occurring in the office of District Trustee, including any vacancy created by an increase in the number of Districts, shall, subject to compliance with the requirements of Section 4.3(c) and (d), be filled by a person elected by the District Cabinet for the District as to which such vacancy shall have occurred, such election to be held within thirty (30) days of the date the vacancy occurred. The District Trustee so elected by the Cabinet shall take office immediately and shall hold office for the unexpired term to which the vacancy initially shall have occurred and until his/her successor shall have been qualified and elected. 6

11 Section 4.5 Regular Meetings The annual meeting of the Board of Trustees shall be held within thirty (30) days of the beginning of each fiscal year. The Board shall fix the exact time and place of the annual meeting, and notice of the annual meeting shall be given in accordance with Section 4.7 and Article XII of these Bylaws. The Board may provide, by resolution, the time and place for holding additional regular meetings, and the Board shall provide for holding a regular meeting each year during the period of three (3) days preceding the annual meeting of the members of the Foundation. Section 4.6 Special Meetings Special meetings of the Board of Trustees shall be called by the President whenever he/she is requested to do so by any four (4) District Trustees, and in the event of the absence or disability of the President, a special meeting of the Board of Trustees may be called by any four (4) District Trustees. The time and place for holding a special meeting of the Board of Trustees shall be fixed by a majority of the Board of Trustees. Section 4.7 Notice Notice of any regular or special meeting of the Board of Trustees shall be given at least fourteen (14) days prior thereto by written notice delivered personally or sent by mail to each District Trustee at his/her address as shown by the records of the Foundation. Attendance of a District Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a District Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting unless otherwise specified by these Bylaws. Section 4.8 Quorum One-half (1/2) of the Board of Trustees then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees; provided that if less than a quorum is present, a majority of the District Trustees so present, or the sole District Trustee present, may adjourn the meeting without further notice. Section 4.9 Manner of Acting The act of a majority of the District Trustees present in person at a meeting at which a quorum is present shall be the act of the Board of Trustees, except where otherwise provided by law or by these Bylaws. 7

12 Section 4.10 Informal Action Any action which is required by law or by these Bylaws to be taken at a meeting of the Board of Trustees, or any other action which may be taken at such a meeting or at a meeting of the Executive Committee or any other committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the District Trustees entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Any such consent signed by all of the District Trustees or all members of a committee shall have the same force and effect as a unanimous vote at a duly called and constituted meeting, and may be stated as such in any document. Section 4.11 Resignations Any District Trustee may resign at any time by giving written notice to the Board of Trustees, the President, or the Secretary of the Foundation. Such resignation shall take effect at the time specified therein; and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective. Section 4.12 Compensation District Trustees shall not receive any remuneration for their services; provided that nothing herein contained shall be construed to preclude any District Trustee from serving the Foundation in any other capacity and receiving compensation therefore. The Board of Trustees may authorize the reimbursement of any District Trustee for reasonable expenses incurred by such District Trustee on behalf or in the interest of the Foundation. Section 4.13 Executive Committee (a) The Board of Trustees may provide for an Executive Committee of at least seven (7) District Trustees, four (4) of whom shall be the President, Vice- President, Secretary, and Treasurer, and the remaining members of the Executive Committee who shall be elected by the Board; provided, however, that no two (2) members of the Executive Committee may be representatives from the same District of Multiple District 1. Each member of the Executive Committee shall serve for such term as shall be designated by the Board of Trustees at the time of his/her appointment. The Board of Trustees may remove any member of the Executive Committee without affecting his/her status as a District Trustee. The Board of Trustees may abolish the Executive Committee at any time without otherwise affecting the status of the officers and District Trustees who have served on the Executive Committee. 8

13 (b) (c) (d) (e) The Executive Committee shall have all the powers of the Board of Trustees in the management of the business and affairs of the Foundation when the Board of Trustees is not in session, except as otherwise provided by law or these Bylaws and except that no action of the Board of Trustees shall be altered, amended, or rescinded by the Executive Committee without the express prior authorization of the Board to do so. The establishment of such committee and the delegation of authority thereto shall not operate to relieve the Board of Trustees, or any member thereof, of any responsibility imposed upon it or him/her by law or by these Bylaws. Meetings of the Executive Committee may be called by any three (3) members of said committee upon seven (7) days written notice delivered personally or sent by mail to each committee member at his/her address as shown by the records of the Foundation. A majority of the members of the Executive Committee then in office shall constitute a quorum for the transaction of business at any meeting thereof; provided that if less than a quorum is present, a majority of those present, or the sole committee member present, may adjourn the meeting without further notice. The act of a majority of the members of the Executive Committee present in person at any meeting at which a quorum is present shall be the act of the Executive Committee. Any vacancy on the Executive Committee, including any vacancy created by an increase in the size of the Executive Committee, shall be filled by the Board of Trustees as soon as practicable; provided, however, even if one or more vacancies remain unfilled, the Executive Committee may continue to function pursuant to this Section 4.13 as long as there remain on the Executive Committee at least a majority of the members of the committee as initially constituted. Section 4.14 Advisory Committee All of the District Governors of Multiple District 1 shall comprise an Advisory Committee to the Foundation and shall designate no more than three (3) District Governors to participate in each meeting of the Foundation Board of Trustees. Section 4.15 Other Committees The Board of Trustees may establish such other committees as it deems advisable. Such committees shall consist of such numbers of persons and shall possess such powers as designated by the Board upon establishment of the committee or amended thereafter. Unless otherwise provided by the Board of Trustees, the President shall appoint the members of a committee subject to the approval of the Board of Trustees. 9

14 ARTICLE V: OFFICERS Section 5.1 Number, Title, and Qualifications (a) (b) The officers of the Foundation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as may be elected or appointed by the Board of Trustees. Such other officers shall have the authority to perform such duties as are prescribed by the Board of Trustees or the Executive Committee. Each officer must be a District Trustee at the time of taking office. (c) No more than one (1) office may be held by the same person, and no two (2) offices may be held by persons from the same District. Section 5.2 Election and Terms of Office (a) (b) A person wishing to be an officer of the Foundation must declare his/her candidacy by submitting, in writing, postmarked at least thirty (30) days prior to the meeting of the Election Committee referred to in Section 5.2(b), his/her intention to run for office. This written declaration of intent must be sent to the Foundation office within the time required in order for an individual s candidacy to be considered valid. The election of the officers of the Foundation shall be conducted by an Election Committee during the three (3) days preceding the annual meeting of the members of the Foundation. The Election Committee shall consist of the following persons: (i) All of the District Trustees-Elect; (ii) All of the returning District Trustees; and (iii) The Executive Director of the Foundation, who shall serve ex officio as the nonvoting chairman of the Election Committee. The affirmative vote of a majority of the members of the Election Committee present in person and voting shall be required for election. (c) Each elected officer shall take office on the first day of the Foundation fiscal year following his/her election, and shall hold office through the end of the fiscal year; provided, however, that the officer shall continue to serve in his/her office, notwithstanding the expiration of his/her term as a member of the Board of Trustees, until his/her successor as an officer shall have been duly elected/appointed. 10

15 Section 5.3 Vacancies/New Offices Vacancies or new offices shall be filled through appointment by the Board of Trustees at any regular or special meeting; provided, however, that any officer so appointed shall take office immediately and shall serve through the end of the Foundation fiscal year. Section 5.4 Removal Any officer of the Foundation or registered agent referred to in Section 2.1 of these Bylaws may be removed by the affirmative vote of two-thirds (2/3) of the entire Board of Trustees whenever in their judgment the best interests of the Foundation would be served thereby. Section 5.5 Resignations Any officer may resign at any time by giving written notice to the President or Secretary and the Executive Director of the Foundation. Such resignation shall take effect at the time specified therein; and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective. Section 5.6 Bond The Board of Trustees may require any officer, employee, or agent to give a bond to the Foundation conditioned upon the faithful performance of his/her duties and such other conditions as may be prescribed by the Board of Trustees. The cost of such bond shall be paid by the Foundation. Section 5.7 President (a) (b) The President shall be the chief executive officer of the Foundation. He/She shall preside at all meetings of the Board of Trustees and the Executive Committee and shall be an ex officio member of all other committees. He shall see that all resolutions and directions of the Board of Trustees are implemented. The President shall sign all contracts, instruments, and documents of every kind and character whatsoever in the name and on behalf of the Foundation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Trustees or the Executive Committee to another officer, employee, or agent of the Foundation. 11

16 (c) The President shall perform all other duties incident to the office of President, including such duties as may be prescribed by the Board of Trustees or the Executive Committee. Section 5.8 Vice-President (a) (b) The Vice-President shall assist the President, and in the event of the absence or disability of the President, the Vice-President shall perform all of the duties and exercise all of the powers of the office of President. The Vice-President shall perform all other duties incident to the office of Vice-President, including such duties as may be prescribed by the Board of Trustees, the Executive Committee, or the President. Section 5.9 Secretary The Secretary shall: (a) (b) (c) (d) Keep the minutes of the meetings of the Board of Trustees and the Executive Committee; See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; Be custodian of the corporate records; and Perform all duties incident to the office of Secretary, including such duties as may be prescribed by the Board of Trustees, the Executive Committee, or the President. Section 5.10 Treasurer The Treasurer shall: (a) (b) Be responsible for all funds and securities of the Foundation; and Perform all duties incident to the office of Treasurer, including such duties as may be prescribed by the Board of Trustees, the Executive Committee, or the President. 12

17 ARTICLE VI: EXECUTIVE DIRECTOR Section 6.1 Duties The Foundation may employ an Executive Director who shall be charged with the day-to-day operations of the Foundation s programs, services, and facilities. The duties and responsibilities of the Executive Director are governed by contract and include supervising the staff of the Foundation, implementing Board policies, and managing the financial requirements of the Foundation through the budgeting process. He/She reports to the officers and the District Trustees of the Foundation and shall be available for consultation with any of the committees established by the Board of Trustees. In addition, he/she shall perform all duties not inconsistent with the employment contract as may be prescribed by the Board of Trustees, the Executive Committee, or the President. ARTICLE VII: CONTRACTS, DEPOSITS, CHECKS, GIFTS, ETC. Section 7.1 Contracts The Board of Trustees may authorize, in addition to the officers so authorized by these Bylaws, an agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. Section 7.2 Deposits All monies of the Foundation shall be deposited to the credit of the Foundation in such banks, trust companies, brokerage firms, or other depositories as the Board of Trustees shall designate. Section 7.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer(s) or agent(s) of the Foundation in such manner as determined by the Board of Trustees. 13

18 Section 7.4 Loans No loan shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances. No loan shall be made by the Foundation to any District Trustee. Section 7.5 Gifts The President, Vice-President, Secretary, Treasurer, or Executive Director may conditionally accept and receipt for, on behalf of the Foundation, any contribution, gift, or bequest not involving real estate subject to the final and binding approval of the Board of Trustees. Devises of real estate may only be accepted by the Board of Trustees. Section 7.6 Funds The Board of Trustees may establish separate funds for the receipt of any contributions, gifts, bequests, or devises made to the Foundation subject to conditions or limitations, where the Board of Trustees has determined that the conditions or limitations are acceptable to the Foundation and consonant with the purposes of the Foundation. The Board of Trustees may also establish separate funds for the receipt of property conveyed to the Foundation in trust subject to directions and restrictions, where the Board of Trustees has determined that the directions and restrictions are acceptable to the Foundation and consonant with the purposes of the Foundation. Section 7.7 Investment of Monies The Foundation shall have the right to retain all or any part of any securities or other property acquired by it in whatever manner, and to invest and reinvest any monies held by it, solely as determined by the Board of Trustees or any committee or agent to which this function has been specifically delegated by the Board of Trustees, without being restricted to the class of investments which a trust is or may hereafter be permitted by law to make, or by any similar restriction, except in the case of property received specifically subject to conditions, limitations, or restrictions; provided, however, that the above powers shall be exercised only in such manner as is consistent with the charitable, educational, literary, and scientific purposes of the Foundation. 14

19 Section 7.8 Stock in Other Corporations Shares of any corporation which may be held by the Foundation may be represented by the President, or by any proxy appointed in writing by the President, or by any other person(s) thereunto authorized by the Board of Trustees, by voting said shares at any meeting of shareholders of such corporation or by executing written consents with respect to such shares where shareholder action may be taken by written consent. Shares represented by certificates standing in the name of the Foundation may be endorsed for sale or transfer in the name of the Foundation by the President or by any other officer(s) thereunto authorized by the Board of Trustees. Shares belonging to the Foundation need not stand in the name of the Foundation but may be held for the benefit of the Foundation or any nominee designated for the purpose by the Board of Trustees. ARTICLE VIII: BOOKS AND RECORDS Section 8.1 Books, Records, and Minutes The Foundation, by its Secretary, shall keep correct and complete books and records and shall also keep minutes of the proceedings of the Board of Trustees and the Executive Committee. ARTICLE IX: ANNUAL REPORTS Section 9.1 Preparation and Presentation The President and the Treasurer shall provide annually a general report on the business and finances of the Foundation of the preceding fiscal year, including financial statements for said fiscal year prepared by an independent Certified Public Accountant, which report shall be presented to a meeting of the Board of Trustees within five (5) months of the end of the preceding fiscal year. A copy of such financial statements shall be made available to any member of the Foundation upon request to the Board of Trustees. ARTICLE X: SEAL Section 10.1 Corporate Seal The Board of Trustees shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Foundation and the words Corporate Seal, Illinois. 15

20 ARTICLE XI: FISCAL YEAR Section 11.1 Definition The fiscal year of the Foundation shall begin on the first day of July in each calendar year and end on the last day of June in the succeeding calendar year. ARTICLE XII: NOTICE Section 12.1 Notice Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any District Trustee or member, it shall not be construed to mean personal notice, but such notice may be given by publication or mail, addressed to such District Trustee or member, at his/her address as it appears on the records of the Foundation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Section 12.2 Waiver of Notice Whenever any notice is required to be given under the provisions of statutes, Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person(s) entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE XIII: AMENDMENT OF BYLAWS Section 13.1 Required Approval These Bylaws may be amended only at a duly called and constituted annual meeting of the members of the Foundation by a two-thirds (2/3) affirmative vote of the registered delegates present and voting at such a meeting. 16

21 Section 13.2 Procedure for Submission of Proposed Amendments Any proposed amendment to these Bylaws shall first be approved by the Board of Directors of the member Lions Club in which the proposal originated and shall then be submitted in writing by the Secretary of the member Lions Club to the Executive Director of the Foundation not later than ninety (90) days prior to the annual meeting of the members at which the proposal is to be considered. The proposed amendment shall be promptly referred by the Executive Director to the Board of Trustees for consideration. Amendments may also originate with the Foundation Board of Trustees. After consideration of the proposed amendment by the Board of Trustees, the Board shall report its recommendations on the proposed amendment to the Executive Director in writing not later than forty-five (45) days prior to the annual meeting of the members at which the proposal is to be considered. The Executive Director shall be responsible for mailing copies of the proposed amendment, together with the recommendations of the Board of Trustees, to the President or Secretary of each member Lions Club at least thirty (30) days prior to the annual meeting of the members at which the proposal is to be considered. Section 13.3 Modification of Proposed Amendments Any proposed amendment to these Bylaws which is submitted, considered, and mailed to the member Lions Clubs as provided for in Section 13.2, may be acted upon by the Foundation membership at the appropriate annual meeting of the members in any modified, altered, or changed form that may result from discussion of or preliminary action with respect to the proposal on the floor of said annual meeting of the members. 17