The RVN by-laws are reviewed and updated every other year. The most recent bylaws were revised in September 2010.
This charitable organization shall be known as Roscoe Village Neighbors Association, NFP, and may be referred to hereinafter as RVN.
Purposes and Powers
The corporation shall have such purposes and powers as stated in its Articles of Incorporation, and those granted by the General Not-for-Profit Corporation Act or any successor statute; provided that such powers be exercised only in furtherance of purposes stated by the Articles of Incorporation, and consistent with the status of a corporation described in Section 501(c)(3) of the Internal Revenue Code, as from time to time amended.
The primary purposes of this corporation are to:
1) Work with public officials, private citizens, and block clubs to eliminate unwholesome and blighted features; ensure the quality and availability of public and private community services; and maintain the safety and mobility of the people who live and work in Roscoe Village;
2) Promote Roscoe Village as a place to conduct business and facilitate the development of a vital and prosperous business community;
3) Collect and distribute information about topics of interest to the community and provide a forum for residents, block clubs, and business owners to express their opinions;
4) Gain consensus on such topics and speak as a uniform voice for the community; and
5) Promote a spirit of cooperation, goodwill and neighborliness, and encourage people to openly communicate and participate in the exchange of ideas about how to improve the community and preserve those features that make this community unique.
Area of Operation
The area of operation shall be that part of the City of Chicago known as Roscoe Village, with the following boundaries: Addison Street on the north, Belmont Avenue on the south, Ravenswood Avenue on the east, and the Chicago River on the west.
RVN shall not directly or indirectly discriminate against any person or organization for reason of race, creed, color, sex, age, religion, disability, national origin, ancestry, marital status, sexual orientation, parental status, military discharge status, or sources of income.
Section V.1. Principal Office
The principal office of RVN shall be in the State of Illinois, City of Chicago. RVN may have other such offices as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
Section V.2. Registered Office
RVN shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose address is identical to the registered office. The registered office may be, but need not be, identical to the principal office. The address of the registered office may be changed from time to time by the Board of Directors.
Section VI.1. General Powers
The property and affairs of RVN shall be overseen by its membership. The membership shall delegate all matters of governance to the Board of Directors.
Section VI.2. Duties
The duties of the membership are to: (1) nominate and elect a Board of Directors; (2) create and participate in committees of the membership; (3) adopt, alter, amend or repeal the Bylaws; (4) pay such annual dues as shall be determined by the Board of Directors; (5) assist with the operations of RVN when called upon by the Board of Directors; and (6) participate in membership and other functions not specified herein which advance the purposes of RVN.
Section VI.3. Number, Class, Qualifications
RVN shall have two classes of membership. The designation and the qualifications for membership in each class shall be as follows:
Section VI.3.A. Residential Membership
Residential members shall be all persons 18 years of age and older who reside in Roscoe Village and who have paid their annual dues.
Section VI.3.B. Institutional Membership
Institutional members shall be any civic group, social club, religious institution, non-profit organization, block club, or business located in Roscoe Village and that has paid its annual dues. For the purposes of these Bylaws, the Board of Directors of RVN shall adopt rules for the composition of any block club. Institutional members shall have one vote per institution which shall be cast by the designated representative as determined by the institution at the time it pays its annual dues.
Section VI.3.C. Social Membership
Social members shall be any person 18 years of age and older residing outside of Roscoe Village who has paid their dues and any institutional member located outside of Roscoe Village that has paid its annual dues. Social members shall not have voting privileges.
Section VI.4. Dues and Benefits
Dues and benefits of membership shall be determined annually by the Board of Directors. Membership in RVN shall lapse each calendar year unless dues are paid for the succeeding year.
Section VI.5. Annual Meeting
The annual meeting of the membership shall be held on a date between the period of May 1st and June 15th as designated by the Board of Directors. Meetings are open to all and participation in these meetings is strongly encouraged. Annual dues for any new individual or institutional members eligible to vote at the annual meeting must have been paid in full at least 30 days prior to the date of the annual meeting. Existing members may renew their membership by remitting their dues at the annual meeting prior to voting.
Section VI.6. Special Meetings
Special meetings of the membership may be called at the request of the President or upon action of the Board of Directors, or upon the request of not less than 40 members in good standing who have signed a petition stating the purpose, time and place of the special meeting.
Section VI.7. Quorum
Forty members in good standing shall constitute a quorum for the transaction of business at any meeting of the membership.
Section VI.8. Proxies
No member may authorize another person to vote on his or her behalf. At any meeting of the membership, a member entitled to vote will vote in person or by any other method designated by the Board of Directors, including by U.S. mail or electronically.
Section VI.9. Manner of Acting
The act of a simple majority of the members present at a meeting which has been legally convened shall be the act of the membership of RVN, unless the act of a greater number is required by law or these Bylaws. Business shall be conducted in a manner that is consistent with parliamentary procedures.
Section VI.10. Removal
Any member may be removed at a regular or special meeting of the Board of Directors by a two- thirds vote of the Board, when in its judgment such member has ceased to meet the qualifications for membership or to perform the duties of membership, or when in the judgment of the Board the best interests of RVN will be served thereby.
Section VI.11. Resignation
Any member may resign from the membership at any time by giving notice to the Secretary or President of RVN.
Section VI.12. Inurement
No part of the net earnings of RVN shall inure to the benefit of, or be distributable to the members of RVN.
Section VI. 13. Compensation
No member shall receive any remuneration for services as a member in RVN.
Section VI.14. Notice
Notice of any special meeting of the membership shall be given in writing to each member at the address shown in the records of RVN, at least ten days prior to such meeting, or by direct verbal communication to the member. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service with postage thereon prepaid. If sent electronically, the notice is deemed delivered when sent. The business to be transacted at, or the purpose of, any special meeting of the membership shall be specified in the notice.
Section VI.15. Transfer of Membership
Membership in RVN is not transferable or assignable.
Board of Directors
Section VII. 1. General Powers
The property and affairs of RVN shall be managed by its Board of Directors. The Board may delegate any of its powers that it may deem judicious to such committees, councils or other groups as it shall create, while ensuring that such entities are held fully accountable to the Board of Directors.
Section VII.2. Duties
The duties of the Board of Directors are to: (1) ensure that the goals and objectives of RVN are implemented; (2) develop programs and activities that promote the purposes of RVN; (3) evaluate all programs; (4) approve an annual budget; (5) monitor finances; (6) ensure that adequate resources are available to RVN; (7) authorize all legal documents; (8) present an annual report to the membership at the annual meeting; (9) take measures necessary to assure RVN’s compliance with the law and these Bylaws; (10) provide the Board of Directors with a current email address, and update the Board of Directors of any changes thereto; and (11) fulfill any other function that furthers the purposes of RVN.
Section VII.3. Number, Tenure, Qualifications
The number of Directors of the Board, including Officers, shall be between nine and twelve. Each Director shall serve a term of three years following election to the Board, or, if sooner, until the Director becomes disqualified to hold office; except in 1999 when the two duly elected Directors-at-Large receiving the fewest number of votes shall be elected for a term of two years. Each Director shall hold office for the term elected and until his or her successor shall have been elected and qualified. Directors must be members of RVN in good standing at the time of election and throughout the term served. Directors must reside in, or represent an institution located in Roscoe Village. No person running for or holding political or judicial office shall serve as a Director of the Board.
Section VII.4. Elections
A Nominating Committee shall be appointed by the President and approved by the Directors and shall be a standing committee of the Board of Directors, which shall determine the terms of service for committee members. The Nominating Committee shall be responsible for conducting the elections of all Directors to the RVN Board and notifying candidates of the results. One-third of the entire Board of Directors shall be elected each year by the membership at the annual meeting. Directors shall take office at the Board meeting following the annual meeting.
The Nominating Committee shall be constituted of at least three Directors of the Board and at least two members in good standing who are not Directors of the Board. The Chairperson of the Nominating Committee shall be appointed by the President and shall be a current or former member of the RVN Board of Directors.
Any member or Director may nominate an individual or a representative of an institution, as defined in these Bylaws, for the Board of Directors at any time during the year and until thirty days in advance of the annual meeting. The Nominating Committee shall then have until twenty-one days prior to the annual meeting to meet and discuss the merits and qualifications of each nominee. It shall be the responsibility of the Nominating Committee to ensure that each nominee meets all qualifications for the Board of Directors and for any specific office. The Nominating Committee shall have the authority to nominate any additional qualified members of RVN for the Board of Directors or for a specific office.
Once a slate of candidates is completed, the Nominating Committee shall publish the slate in the RVN newsletter or in a special written notice to all members in good standing of RVN. No nominations will be accepted from the floor at the annual meeting.
Section VII.5. Regular Meetings
Regular meetings of the Board of Directors shall be held at least eight times throughout the year, at such place, times and upon such notice as the Board of Directors may determine within its discretion.
Section VII.6. Executive Session
Executive session may be called at the request of the President at any time or by a simple majority vote of the Directors at a legally convened meeting. Executive session will be closed to all except the Board of Directors, unless the Board of Directors chooses to invite additional individuals for the purpose of clarifying any issues before the Board. Executive session may be called in the case of time-sensitive matters, case-sensitive matters, matters of either pending or possible litigation, or other such matters that could have a detrimental impact upon RVN if discussed in an open meeting.
Section VII.7. Special Meetings
Special meetings of the Board of Directors may be called at the request of the President or upon the request of at least three Directors of the Board. The person or persons authorized to call special meetings of the Board may designate any appropriate place for holding any special meeting of the Board.
Section VII.8. Quorum
One-half of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. A Director may attend any meeting of the Board of Directors through use of a conference telephone or other communications equipment so long as all persons participating in the meeting can communicate with one another. Business may be transacted at a meeting with less than a quorum upon unanimous vote of those Directors in attendance entitled to vote as provided in the section on Informal Action By Directors, subject to later ratification by the Board of Directors.
Section VII.9. Proxies
No Director may authorize another person to vote on his or her behalf. At any meeting of the Board of Directors, a Director entitled to vote will vote in person or by any other method designated by the Board of Directors, including by U.S. mail or electronically.
Section VII. 10. Manner of Acting
The act of a simple majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section VII. 11. Orientation
The retiring and remaining Directors of the Board are responsible for orienting newly elected Directors as soon as possible following elections. Retiring Directors shall turn over to the Secretary of RVN all appropriate documents and records pertaining to the corporation and its business.
Section VII. 12. Removal
A Director may be removed from the Board either:
1) after three or more whole or partial absences from regular meetings of the Board without cause, during any twelve month period; or
2) at a regular meeting of the Board by a two-thirds vote of the other board members that, in their judgment, removal serves the best interests of RVN.
Prior to removal by either method, the Board of Directors shall provide to the Director written notice of the potential removal, delivered to the address in the records of RVN. Notice shall be provided at least ten days prior to such meeting at which removal is to be voted upon. The Director shall be entitled to appear before and be heard at the meeting. If the Director is to be removed at a special meeting, written notice of the proposed removal shall be delivered to all Directors at least twenty days prior to such meeting, except to the extent such notice is waived by a Director. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service with postage thereon prepaid. If sent electronically, the notice is deemed delivered when sent..
Section VII. 13. Resignation
Any Director may resign from the Board of Directors at any time by giving written notice to the President or Secretary. 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 become effective.
Section VII. 14. Vacancies
Any vacancy occurring in the Board of Directors or any Directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a simple majority of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director he or she succeeds.
Section VII. 15. Inurement
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to Directors of the Board.
Section VII.16. Compensation
No Director shall receive any remuneration for services as a Director. When authorized by the Board of Directors, reimbursement may be made for reasonable travel and other out-of-pocket expenses incurred in discharging official duties as prescribed by the Board of Directors.
Section VII.17. Conflict of Interest
Directors shall be deemed to have a conflict of interest with respect to any issue in which the Director also has a financial interest, or on behalf of any entity in which the Director is an Officer, Director, or General Partner, has a financial interest. If a Director or a member of a Director’s immediate family has an actual or potential conflict of interest, including but not limited to proposed transactions directly or indirectly between RVN and a Director, the Director shall as a matter of record promptly disclose to the Board of Directors the material facts of such conflict or transaction.
When any such conflict of interest becomes relevant to any subject requiring action by the Board of Directors or any of its duly constituted committees, councils, task forces, or other bodies, the Director having a conflict shall not vote on the subject with respect to which the conflict of interest exists; shall not unduly influence the vote of any other Director or committee member; and shall not be counted in determining the quorum for the meeting at which such subject is voted. Only disinterested Directors may vote on any matter for which a Director has a conflict of interest. Minutes of the meeting shall reflect that such disclosure has been made, that such Director abstained from voting on the matter, and that the Director was not counted in determining the quorum for the meeting.
This provision shall not limit Directors from bringing to the attention of the Board of Directors any non-profit organizations, schools, and neighborhood projects that are properly within the scope of RVN’s mission.
Section VII.18. Informal Action by Directors
Any action required to be taken at a meeting of the Board of Directors of RVN may be taken without a formal meeting if a consent in writing, setting forth the action so taken, shall be signed by all Directors entitled to vote on the matter. The consent shall be evidenced by one or more written approvals each of which sets forth the action taken and is signed by one or more Directors. All approvals shall be delivered to the Secretary to be filed in the corporate records and the action taken shall be effective only when all the Directors have approved the consent, unless the consent specifies a different effective date. A summary of such actions shall be duly noted in the minutes of the next meeting of the Board of Directors.
Section VII. 19. Notice
Notice of any special meeting of the Board of Directors shall be given at least five days in advance of the meeting, unless otherwise specified by law or these Bylaws, by written notice to each Director at the address in the records of RVN, or by direct verbal communication to the Director. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service with postage thereon prepaid. If sent electronically, the notice is deemed delivered when sent. Written notice to the Director through the use of a facsimile machine shall be deemed delivered when the notice is successfully transmitted to a telephone number supplied by the Director. The business to be transacted at, or the purpose of, any special meeting of the Board shall be specified in the notice of such meeting.
Section VIII. 1. Officers
The Officers of the Board of Directors shall be the President, Vice President, Treasurer, Secretary, and such other offices which may be created by the Board. No two offices may be held by the same person. No individual shall either be nominated or elected President, Vice President, Treasurer, or Secretary of the Board unless such individual shall have previously served as an elected Director of the Board for at least twelve months.
Section VIII.2. Elections and Term of Office
Officers shall be elected by the membership at the annual meeting of the membership. Officers elected shall hold office for a term of three years and until their successors are duly elected and qualified, except that in 1999 the Vice-President and Treasurer shall be elected for a term of two years.
Section VIII.3. Removal
Any Officer may be removed by a vote of two-thirds of the Directors whenever in their judgment the best interests of RVN would be served thereby. Any Officer proposed to be removed shall be entitled to written notice of such proposal, delivered to the address in the records of RVN, at least ten days prior to the meeting at which such removal is to be voted upon, and shall be entitled to appear before and be heard at such meeting. If the Officer is to be removed at a special meeting, written notice of the proposed removal shall be delivered to all Directors at least twenty days prior to such meeting, except to the extent such notice is waived by a Director. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service with postage thereon prepaid. If sent electronically, the notice is deemed delivered when sent.
Section VIII.4. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled for the unexpired portion of the term by a simple majority vote of the Board of Directors. Vacancies may be filled and new offices may be created and filled at any meeting of the Board of Directors, except while in executive session.
Section VIII.5. President
The President shall preside at all meetings of the membership and the Board of Directors. Subject to the direction and mandate of the Board, the President shall be in charge of the property and affairs of RVN; shall see to it that the resolutions and directives of the Board and membership are carried into effect except in those instances in which that general responsibility is assigned to some other person by the Board; shall appoint all chairpersons of committees, subject to Board approval; shall serve as an ex officio member of all committees; and, in general, shall discharge all duties as may be prescribed by the Board of Directors.
The President or such person designated by the President shall make a report to the membership at the annual meeting. Except in those instances in which the authority to execute is expressly delegated to another Officer or agent of RVN, or a different mode of execution is expressly prescribed by the Board or these Bylaws, the President may execute for RVN any contracts, deeds, mortgages, bonds, or other instruments which the Board has authorized to be executed; the President may accomplish such execution either individually or with any other Officer authorized by the Board, according to the requirements of the form or instrument.
Section VIII.6. Vice President
In the absence of the President or in the event of the President’s inability to act, the Vice President shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section VIII.7. Treasurer
The Treasurer shall be the principal financial officer of RVN and shall oversee all financial transactions. The Treasurer shall: (1) see to it that adequate financial books and records are instituted and maintained for RVN; (2) be responsible for custody of all funds and securities of RVN; (3) ensure that all payments due by RVN are paid; (4) ensure that all monies due and payable to RVN are received, that receipts are given, and that these monies are deposited in the name of RVN in such banks or other depositories as shall be selected by the Board of Directors; (5) be responsible for submission of an annual budget and a year-end statement to the Board of Directors; (6) furnish an accounting on all financial matters to the Board of Directors at each of its regular meetings; and (7) present a financial statement to the members at their annual meeting.
The Treasurer shall also perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section VIII.8. Secretary
The Secretary shall: (1) keep minutes of all meetings of the membership and of the Board of Directors; (2) see to it that all notices are duly given as required by law and in accordance with the provisions of these Bylaws; (3) oversee the corporation’s records; keep a register of the names and addresses, phone and facsimile numbers of each Director and member; (4) verify the roster of paid members; (5) officially count all contested votes; and, (6) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or Board of Directors.
Committees and Councils
Section IX. 1. Standing Committees
The Board of Directors may designate and establish standing committees that in the management of RVN shall have, and exercise the authority of, the Board of Directors. The President shall appoint Chairpersons of each committee, who shall typically be Directors of the Board. The committee chairperson shall recruit additional members of the committee who need not be Directors. Such persons shall have demonstrated an interest in and knowledge of the subject of that committee’s work. All committee appointments are subject to approval by the Board of Directors, which shall also determine the terms of service for all committee members.
Section IX.2. Executive Committee
The Officers of RVN will constitute the Executive Committee, which shall be convened by the President as needed to discuss matters or make decisions between meetings of the Board of Directors. All decisions of the Executive Committee must be noted at the next meeting of the Board of Directors and noted in the minutes of the Board.
Section IX.3. Committees of the Members
If the membership creates a committee, it shall be chaired by a Director of the Board who will report on the committee to the Board of Directors at the regular Board meetings. All members of any committee must be members in good standing of RVN.
Section IX.4. Other Committees and Councils
The Directors may from time to time create other committees and councils at a regular or special meeting of the Board of Directors. The direction and guidelines of such groups shall be provided by the Board of Directors. The chairpersons of such groups shall be appointed by the President, subject to approval by the Board of Directors.
Section IX.5. Removal
Any chairperson of a committee may be removed by a two-thirds vote of the Board of Directors whenever in its judgment the best interests of RVN would be served thereby.
Section IX.6. Quorum
A simple majority shall constitute a quorum, unless otherwise provided for in the resolution of the Board of Directors designating a committee or council.
Section IX.7. Rules
Each committee or council may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section IX.8. Vacancies
Vacancies in the membership of any committee or council may be filled in the same manner as provided in the case of the original appointments.
Section IX.9. Prohibitions
No committee shall have the authority to: (1) amend or repeal the Bylaws; (2) amend or repeal the Articles of Incorporation; (3) elect, appoint or remove any Director, Officer or committee member of RVN; (4) adopt a plan of merger or consolidation; (5) authorize the sale, lease, exchange or mortgage of all or substantially all of the property of the corporation; (6) authorize dissolution; (7) adopt plans for distribution of the assets; or (8) amend, alter or repeal any resolution of the Board of Directors.
Section X.1. Contracts
The Board of Directors may authorize any Officer or Officers, employee or employees, agent or agents of RVN, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute any contract or execute and deliver any instrument in the name of and on behalf of RVN, and such authority may be general or confined to specific instances.
Section X.2. Payments Above $2,000
Any payments above $2,000 must be pre-approved by a majority of the Board of Directors, and such approval may be granted pursuant to Section VII.18. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of RVN in excess of $2,000 shall be signed by two Officers of the Board.
Section X.3. Deposits
All funds of RVN shall be deposited to the credit of RVN in such banks, trust companies, or other depositories as the Board of Directors may select.
Section X.4. Funds
The Board of Directors, President, or their designees may accept on behalf of RVN any contribution, gift, bequest or devise for the general purpose or for any special purpose of RVN.
Section X.5. Special Powers
In order to acquire funds for the purposes of RVN, the Directors shall have the power to: (1) hold or sponsor fundraising events; (2) borrow funds and give evidence of indebtedness; (3) prepare and submit proposals and receive grants; and (4) hire consultants to advise the Board of Directors on matters relating to the RVN’s organization, administration, and programs.
Books and Records
RVN shall keep: (1) correct and complete books and records of accounts; (2) minutes of the proceedings of membership, Board, and committee meetings; and (3) at its registered or principal office, a record of the names, phone and facsimile numbers of its members and Directors. All books and records of RVN, except confidential legal records, may be inspected by any Director, Director’s agent or attorney, authorized members, or public officials, for any proper purpose and at any reasonable time.
The fiscal year of RVN shall begin on the first day of January and end on the last day of December in each year.
Section XIII.1. Indemnification In Actions
RVN shall have the right but not the obligation to indemnify any present or former Director of the Board, Officer, employee, or agent of the corporation, and may indemnify any other person who was or is a party, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative for such reasonable expenses (including attorneys’ fees) and for such judgments, fines and amounts paid in settlement as the Board of Directors may determine.
Section XIII.2. Determination Of Conduct
Any indemnification under Section XIII.1 of this Article (unless ordered by a court) shall be made by RVN only as authorized in the specific case, upon a determination that indemnification of the Director, Officer, employee, or agent is proper in the circumstances because such member, Director, Officer, employee, or agent has met an applicable standard of conduct determined by the Board of Directors. Such determination shall be made, (a) by a simple majority vote of a quorum consisting of those Directors of the Board who were not a party to such action, suit or proceeding; or, (b) in the event such a quorum is not obtainable, or, even if obtainable, if a simple majority of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section XIII.3. Payment Of Expenses In Advance
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by RVN in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the member, Director, Officer, employee, or agent to repay such amount, unless it shall ultimately shall be determined that the Director, Officer, employee or agent is entitled to be indemnified by RVN as authorized in this Article.
Section XIII.4. Indemnification Not Exclusive
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement or charter vote of disinterested Directors, or otherwise, both as to action in the Director’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section XIII.5. Insurance
RVN may but shall not be obligated to purchase and maintain insurance with limits to be established from time to time by the Board of Directors on behalf of any person who is or was a Director, Officer, employee, or agent of RVN or who is or was serving at the request of RVN as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in such a capacity, or arising out of such person’s status as such, whether or not RVN would have the power to indemnify such person against such liability under the provisions of this Article.
Agents and Representatives
The Board of Directors may appoint such agents and representatives of RVN with such powers and to perform such acts or duties on behalf of RVN as the Board of Directors may authorize, so far as is consistent with these Bylaws, to the extent permitted by law.
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Illinois General Not-For- Profit Corporation Act or under the provisions of the Articles of Incorporation or under the Bylaws of RVN, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a Director at any meeting shall constitute a waiver of notice, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Legislative or Political Activities
RVN shall not attempt to influence legislation or participate to any extent in the political campaign for or against any candidate for public office.
A Bylaws Committee shall be appointed by the President of the Board to study and present any proposals for amendments to the Bylaws. The Bylaws of RVN may be amended or repealed and new Bylaws may be adopted by a two-thirds vote of the Board at any regular meeting, and brought before the RVN membership for a simple majority vote of those present for ratification. At least ten days written notice of any amendments shall be given prior to any such meeting. A summary of the proposed amendment(s) or the proposed amendment(s) themselves shall be included with the notice.
Should any policy or practice of RVN or its Board of Directors fail to comply with the law or these Bylaws, it is the right and responsibility of the Board to take measures necessary to effect such compliance and to do so as expeditiously as is possible.
Date Adopted: July 12, 1994
Revised: June, 1995
Revised: June, 1999
Revised: June, 2002
Revised: December 8, 2010