Bylaws of LaFox Civic Association
April 25, 2007

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Article I
Name
The name of the organization shall be the La Fox Civic Association, hereinafter referred to as the "Corporation".

Article II
Offices, Corporate Seal
The registered office of the Corporation in Illinois shall be that set forth in the Articles of Incorporation, or in a resolution of the Directors filed with the Secretary of State of Illinois changing the registered office. The Corporation may have such other offices, within or without the State of Illinois, as the Directors shall from time to time determine. The Corporation may have a corporate seal in a design and form to be determined by the Board of Directors.

Article III Purpose
The Corporation is organized exclusively for Civic and Social Welfare purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code. In addition, no part of the organization's net earnings may benefit any private shareholder or individual. The purpose of the Corporation is to represent and promote the general social welfare of the Community of La Fox and all of its residents in an effort to preserve and maintain the community's traditions, architecture, appearance and quality of life. Key objectives and activities of the Corporation will include but not be limited to the following for the general benefit of the community:

  • Preservation of the character and attributes of Historic La Fox, Illinois;
  • Representing the values of the community and its residents in discussions and negotiations with appropriate parties, including but not limited to developers, builders and governmental entities to protect the natural surroundings of the community;
  • Representing the community before local legislative and administrative agencies regarding zoning, traffic and parking matters affecting the community;
  • Generating and responsibly managing funds raised for and by the community;
  • Investigating the possibility of incorporating the community of La Fox, Illinois as a Village, and, if that occurs, provide substantial financial support to the duly incorporated municipality;
  • Administration of any properties or facilities deeded to, owned by, or otherwise made available to the Corporation for general public use;
  • Promoting and supporting any community, social and beautification activities deemed appropriate by the Corporation to be in the best interest of the community.

No part of the Corporation's net earnings may benefit any individual or be distributable to, its directors, officers or other private persons, except that the corporation 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 in its Articles of Incorporation. No substantial part of the activities of the Corporation shall be carrying on of propaganda , or otherwise attempting in influence legistlation and the Corporation shall not participate, or intervene, in any political campaign on behalf of any candidate for public office (including the publishing of distribution of statements). Notwithstanding any other provision of its articles, the Corporation shall not carry on any other activies not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue La) or (b) by a corporatio, contibutions to which are deductible under Section 170(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Article IV
Board of Directors
Section 4.01. General Powers and Property
The property, affairs and business of the Corporation shall be managed by the Board of Directors, who shall assume and discharge fiduciary responsibility with respect to all funds held or administered by the Corporation. No Director shall have any right, title or interest in or to the property of the Corporation. The Board of Directos may, by resolution, designate fiscal agents, investment advisors and custodians, as appropriate, and may, at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or custodian.

Section 4.02. Number, Qualification and Term of Offfice
The number of the Board of Directors shall be determined by the vote of the Directors, provided, however, that the number of Directors shall not be less than seven (7). Any change in the number of Directors shall receive the approval by resolution, of a two-thirds (2/3rds) majority of the Boart of Directors before it becomes effective. Each Director shall be a Member whose primary residence has been within the La Fox area, as described in Section 6.01, for at least one year, and who has actively participated in Corporation activities, either through involvement with an establish committee or initiative, for at least one year. Each Director is expected to actively participate in one or more of the established committees or initiatives. Each Director shall hold office until the annual meeting two (2) years following his or her election and until his or her successor shall have been elected, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in the manner nereinafter provided. Directors who are shareholders, officers, or employees of bank or trust companies, investment advisors, custodians, or agents for or with respect to funds of or held for the benefit of the Corporation. At no time shall it be allowable for more than one person, residing in the same household, to be a Director. No Director may be elected to more than three consecutive terms.

Section 4.03. Appointments and Elections
The Board of Directors shall be appointed by the organizers of the Corporation, initially, with for of the appointees serving an initial term of three years and the remaining appointees serving the normal two-year term. Subsequent elections will be made by majority vote of the Board of Directors from nominations submitted by Members, including current Directors. The nomination and election process for new Directors, to replace Directors who have completed their terms, shall be conducted during the Annual Meeting.

Section 4.04. Resignations
Any Director of the Corporation may resign at any time by giving written notice of his or her resignation to the President or Secretary of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05. Removal of Directors
Any Director may be removed with cause at any time. Removal shall be by a vote of the majority of the entire Board of Directors of the Corporation at a special meeting of the Directors called for this purpose. Proper notice must be given in writing ten (10) days prior to such a meeting and the vacancy in the Board of Directors caused by any such removal shall be filled in the manner specified in Section 6. Vacancies.

Section 4.06. Vacancies
Any vancancy in the Board of Directors caused by death, resignation, disqualification, removal, or any other cause, shall be filled by a majority vote of the Board of Directors, within three meetings, or with a special meeting, if necessary. The Director so elected shall hold office for the remaining term of the vacated directorship or until his or her successor shall be duly elected and qualified by the remaining Directors.

Section 4.07. Executive Committee
Four of the Board of Directors, namely President, Vice President, Secretary and Treasurer, shall constitute the Executive Committee. The Executive Committee shall oversee the administration of day-to-day activities of the Corporation.

Section 4.08. Regular Meetings
Regular monthly meetings of the Board of Directors shall be held the third Monday at 7:30 pm at a place within the state of Illinois as the Board may determine by resolution adopted by a majority of the whole Board of Directors. Notice of regular meetings shall not be given unless the time, date and place of a regular monthly meeting is changed, in which event notice shall be given to the Directors, as provided in the Special Meetings section below. One of the regular monthly meetings must be the annual meeting, as designated in Section 10.

Section 4.09. Special Meetings
Special meetings of the Board of Directors shall be held whenever called by the President or by two or more of the Directors. Notice of each such special meeting shall be mailed to each Director, addressed to the Director at his or her residence or usual place of business, at least seven (7) days before the day on which the meeting is to be held, or to be delivered personally, by telephone, or by email no later than five (5) days before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting, but need not state the purposes thereof except as otherwise herein expressly provided. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given, if all of the Directors of the Corporation then in office are present thereat or waive such notice in writing before, at, or after such meeting. The attendance of a Director at any special meeting shall constitute a waiver of notice of such meeting, except when a Direc tor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 4.10. Annual Meeting of the Board of Directors
The January meeting shall be the annual meeting of the Board of Directors of the Corporation, and shall be for the purpose of the election of Directors of the Corporation and any other business or transactions as shall come before the meeting. Notice of the annual meeting shall be given in writing to the Directors not less than ten (10) days prior to said meeting date.

Section 4.11. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at all meetings of the Board. No vote shall be carried unless by a favorable vote of the Board members present, provided they constitute a quorum. The President shall vote on all issues. In the absence of a quorum, a majority of Directors present may adjourn any meeting until a quorum be had. Notice of any adjourned meeting need not be given. The meetings of the Members of the Board of Directors shall be conducted in accordance with Robert's Rules of Order, as from time to time amended.

Section 4.12. Proxies
Proxies shall not be allowed or used.

Section 4.13. No Compensation
Directors shall not receive any compensation, salaries, dividends, or other direct benefits for performance of their duties as members of the Board of Directors or contributors of the Corporation, except as described in Section 5.07, regarding the Secretary. Directors may be reimbursed for reasonable and appropriate out-of-pocket expenses.

Article V
Officers
Section 5.01. Number, Election, Qualificaions and Term of Office
The officers of the Corporation shall be President, Vice President, Secretary and Treasurer. They shall serve as the Executive Committee and Directors of the Corporation. The officers of the Corporation shall be elected by the Board of Directors, each to hold office for a two (2) year term and until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in the manner hereinafter provided. Officers shall be Directors. No officer may be elected to more than two consecutive terms.

Section 5.02. Resignations
Any officer may resign at any time by giving written notice of his or her resignation to the President or Secretary of the Corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.03. Removal
Any officer may be removed, with cause, by a vote of two-thirds (2/3) of the entire Board of Directors at a special meeting called for that purpose, and such purpose shall be stated in the notice of such meeting.

Section 5.04. Vacancies
A vacancy in any office because of death, resignation, removal or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in the Bylaws for election or appointment to such office, per Section 5.11. The Board of Directors may elect an officer to fill a vacancy at any time during the year, and is not required to wait until the annual meeting to do so.

Section 5.05. Duties of the President
The President shall be the principal Executive Officer of the Corporation and shall, in general, supervise and manage all of the business of the Corporation. He or she shall, when present, preside at all meetings of the Board of Directors. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she, with the proper signature of one other duly qualified officer of the Corporation, may execute and deliver in the name of the Corporation, as authorized to be executed by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Corporation, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent of the Corporation. He or she shall have such other duties as may from time to time, be prescribed by the Board of Directors.

Section 5.06. Duties of the Vice President
The Vice President shall, in the event of absence or disability of the President, perform the duties of the President, and when so acting, shall have all the powers of and shall be subject to all the restrictions upon the President. The Vice President shall also serve as the liaison between the Corporation and La Fox area (per Section 6.01) business owners. He or she shall perform other duties as may, from time to time, be assigned by the President or by the Board of Directors.

Section 5.07. Duties of the Secretary
The Secretary shall keep the minutes of the Executive Committee and of the Board of Directors, and see that all meeting and other notices are duly given in accordance with the provisions of these Bylaws, be custodian of the Corporate records and the seal of the Corporation, and see that the seal of the Corporation is affixed to all documents, as may be required, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; conduct the official correspondence of the Corporation as directed by the President or the Board of Directors; and in general perform all the duties incident to the office of the Secretary or other such duties as from time to time may be assigned to him or her by the President or the Board of Directors. The Secretary shall maintain a list of current Members and members of the Board of Directors. The Secretary shall be a non-voting Director, and may, upon majority approval by the Board of Directors, receive a stipend for services rendered. Any compensation received by the Secretary will be fully disclosed to the Members.

Section 5.08. Duties of the Treasurer
The Treasurer shall cause to be kept accurate accounts of all moneys of the Corporation received or disbursed. He or she shall deposit all moneys, drafts and checks in the name of, and to the credit of, the Corporation in such banks and depositories as a majority of the whole Board of Directors, by resolution, shall from time to time designate. He or she shall have power to endorse for deposit all notes, checks and drafts received by the Corporation. He or she shall cause to be rendered to the President and the Board of Directors, wherever required, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation, and shall perform such duties as may from time to time be prescribed by the Board of Directors or by the President and, in general, shall perform all duties incident to the office of the Treasurer. The Treasurer shall give bond, if so required by the Board of Directors, for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. Bond will be paid out of the Corporation's treasury when bond is required by the Board of Directors.

Section 5.09. Other Officers
The Corporation may have such other officers and agents as may be deemed necessary by the Board of Directors, who shall be appointed in such manner, have such duties and hold their offices for such terms as may be determined by resolution of the Board of Directors. Other Officers shall be Directors.

Section 5.10. Advisors
The Board of Directors may establish a Body of Advisors to assist in the development and operation of the Corporation. The Advisors may be appointed by the Board of Directors in any number the Directors may from time to time deem necessary. The Advisors shall have no vote in Corporation matters and no authority to effect Corporation policy. Advisors are not required to be Members or Directors, and Advisors shall not receive any compensation, salaries, dividends, or other direct benefits for performance of their services as Advisors to the Corporation.

Section 5.11. Election Procedure
The February meeting shall be for the purpose of the election of Officers of the Corporation and any other business or transactions as shall come before the meeting. The Directors shall develop a list of officer nominations, for officer positions that will be becoming available, and distribute that list to the entire Board of Directors at least ten (10) days prior to the annual meeting. The slate of officers shall be presented for vote at the February meeting. A vote of a majority of duly qualified Directors shall be required to elect officers.

Article VI
Members
Section 6.01. Member Qualification
All individuals who reside or own property in the community of La Fox shall be eligible for membership in the Corporation. La Fox is a community in Kane County, Illinois, comprising approximately the area bordered on the east by the Geneva Township line, on the north by Illinois State Route 38, on the south by Keslinger Road, and on the west by Harley Road, and including the La Fox Historic District.

Section 6.02. Annual Meeting of Members
The annual meeting of Members shall be for the purpose of providing a public forum for Members to present ideas, suggestions, or concerns relating to the community of La Fox and the operations and management of the Corporation. The March meeting shall be the annual meeting. Reasonable efforts, including postings, mailings or other methods shall be made to inform Members of the date, time and place of the annual Members meeting. The Board of Directors shall establish and distribute written guidelines for Members, in order to give adequate time for Members, while ensuring a reasonable duration of the annual meeting of Members.

Article VII
Dissolution
In the event of disbandment or dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for payment of all liabilities of the Corporation, dispose of all assets of the Corporation. Any duly incorporated municipality of La Fox will be given the right of first refusal of all assets of the Corporation. If no such municipality exists, the Settlements of La Fox PUD Homeowners Association, in La Fox, Illinois shall be given such right of refusal. Any remaining assets will be disposed of exclusively for the Purpose (as stated in Article III) of the Corporation in such manner or to such organization or organizations operated for civic, charitable, educational, scientific or other appropriate purposes, as the Board of Directors shall determine.

Article VIII
Books of Record, Audit, Fiscal
Section 8.01. Books and Records
The Board of Directors of the Corporation shall cause to be kept:

  1. Records of all proceedings of Directors, and Committes;
  2. All financial statements of the Corporation;
  3. Articles of Incorporation and Bylaws of this and all amendments thereto and restatements thereof;
  4. Such other records and books of accounts as shall be necessary and appropriate to the conduct of the corporate business.

Section 8.02. Audit
The Board of Directors shall cause the records and books of account of the Corporation to be audited at least once in each fiscal year in such a manner as may be deemed necessary or appropriate, and also shall make such inquiry as the Board of Directors deems necessary or advisable into the condition of all trust and funds held by an Director, agent, or custodian for the benefit of the Corporation, and shall retain such person or firm for such purposes as it may deem appropriate.

Section 8.03. Fiscal Year
The fiscal year of the Corporation shall end on the last day of December of each year.

Article IX
Amendments
The Board of Directors may amend the Corporation's Articles of Incorporation, as heretofore or hereafter from time to time amended or restated, and these Bylaws as from time to time amended or restated, to include or omit any provision, which could be lawfully included or omitted. The proposed amendment, revision or restatement to the Articles of Incorporation and the Bylaws of the Corporation shall be submitted in writing to the members of the Board of Directors at least twenty (20) days prior to the meeting of the Board of Directors at which the amendment, revision or restatement of the Articles of Incorporation or the Bylaws are to be considered by the Board of Directors. The affirmative vote of not less than two-thirds (2/3) of the entire number of the Board of Directors shall be required to amend, revise or restate the Articles of Incorporation or the Bylaws of the Corporation.