Bylaws

BYLAWS OF GRENADIER ATHLETIC BOOSTERS

These Bylaws govern the affairs of the GRENADIER ATHLETIC BOOSTERS (the “Corporation”), a nonprofit Corporation organized under the Illinois Compiled Statutes, 805 ILCS 105/101.01, et seq., pursuant to Articles of Incorporation filed with the Secretary of State of Illinois, as the same may from time to time be amended. These Bylaws are subject to the provisions of the Articles of Incorporation.

ARTICLE I: OFFICES, CORPORATE SEAL

Section 1.01. Registered Office. 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 changing the registered office. 

Section 1.02. Other Offices. The Corporation may have such other offices, within the State of Illinois, as the Directors shall from time to time determine. 

Section 1.03. Corporate Seal. The corporation may have a corporate seal of a design and form to be determined by the Board of Directors.

ARTICLE II: MEMBERS

Section 2.01. Members. The Corporation shall have only one class of members. The Board of Directors may nevertheless designate different levels among the one class of members based on contributions (whether cash, in-kind, volunteer hours, or otherwise) or any other basis the Board of Directors may, in its sole discretion, determine from time to time.

Section 2.02. Membership Roll; Certificates. When a member has paid any initiation fee or dues that may then be required, the secretary shall cause that member’s name and contact information to be registered on the roll of members for the appropriate period, whether one year or otherwise. The Board of Directors may provide for the issuance of certificates of membership in the corporation, in electronic or any other form. If the Board of Directors has provided for the issuance of certificates of membership, then the secretary shall be responsible for delivering certificates of membership to the members.

Section 2.03. No Voting Rights. Members shall not be entitled to vote on any of the property, affairs, or business of the Corporation, all of which shall be under the power of the Board of Directors. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, from time to time seek input from the membership or members individually by any means, including without limitation polling of the membership or appointment of individual members to committees or advisory positions.

ARTICLE III: BOARD OF DIRECTORS

Section 3.01. General Powers. The property, affairs and business of the Corporation shall be managed by the Directors.

Section 3.02. Property. No Director shall have any right, title or interest in or to the property of the Corporation.

Section 3.03. Number, Qualification and Term of Office. The number of Directors shall be at least five (5); however, the number of Directors may be increased or decreased to any number with majority Board approval. Directors to serve until the first annual meeting shall be appointed by the initial Directors named in the Articles of Incorporation. Thereafter, all Directors shall be elected by those remaining duly qualified Directors. Each Director shall hold office until the annual meeting following his or her election and until a successor is elected, until his or her death or resignation, or until he or she is removed in the manner hereinafter provided. Except as provided in Section 3.04, “Staff Seat,” below, the term of office for a Director shall expire each year. Directors may be re-elected to successive terms without limit. Spouses shall not serve concurrently as Directors. Persons, including representatives and directors of banks or trust companies, who serve as investment advisors, custodians, or agents for or with respect to funds of or held for the benefit of this Corporation, shall never constitute more than one-half of the Directors of this Corporation.

Section 3.04. Staff Seat. The staff of Elk Grove High School (“EGHS”) shall have the perpetual right to appoint one Director of the number designated in Section 3.03, above. Unless otherwise determined by EGHS staff, that Director position shall be held by the EGHS Athletic Director. Notwithstanding the provisions of in this Article concerning vacancy, the Director position held by EGHS staff shall only be filled by the staff of EGHS.

Section 3.05. Resignation. Any director of the Corporation may resign at any time by giving written notice to the president or to the secretary of the Corporation. The resignation of any Director shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.06. Vacancies. Except as provided under Section 3.04, “Staff Seat,” above, any vacancy in the position of a Director caused by death, resignation, disqualification, removal, or any other cause, shall be filled by a majority vote of the remaining Board of Directors and the Director so elected shall hold office for the remaining term of that Directorship and until his or her successor shall be duly elected and qualified by the remaining Directors.

Section 3.07. Place of meeting. The Board of Directors may hold its meetings at such place or places within the State of Illinois, as it may choose.

Section 3.08. Annual Meeting. The annual meeting of the Corporation shall be held in May for the purpose of election of officers 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 by the Secretary to all Directors not less than ten (10) days prior to the meeting.

Section 3.09. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place, within the State of Illinois, as the Board may determine by resolution adopted by a majority of the members of the Board of Directors. Notice of regular meetings shall be given by the Secretary not less than five (5) days prior to the meeting.

Section 3.10. Special Meetings Notice. Special meetings of the Board of Directors shall be held whenever called by the president or by at least 25% of the Directors. Notice of each such special meeting shall be communicated in writing, electronically or otherwise, to each Director at least five (5) days before the day on which the meeting is to be held except as otherwise provided by these Bylaws. Each such notice shall state the time, place, and purpose of the meeting. Any meeting of the Board shall be a legal meeting without any notice thereof having been given if all of the Directors of the Corporation then in office shall be present thereat (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) or waive such notice in writing before, at, or after such meeting.

Section 3.11. Quorum and Manner of Acting. Except as otherwise provided by statute or by these Bylaws, a majority of Directors must be present to constitute a quorum for the transaction of business at any meeting and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Corporation. In the absence of a quorum, a majority of the Directors present may adjourn any meeting, and reconvene once a quorum is assembled, without giving further notice.

Section 3.12. Meeting Attendance. It shall be the policy of the Corporation to require attendance at all meetings of the Board of Directors. In the event a Director misses two (2) consecutive meetings, which absences are unexcused by the Board of Directors, the Board of Directors shall send a letter to the absent Director requesting the resignation of that Director. If the Director does not resign upon request, then the remaining Board of Directors shall follow the removal provisions of Section 3.13. However, the Corporation shall attempt to accommodate the schedules of its Directors who demonstrate continuing interest in the affairs of the Corporation. It shall be at the discretion of the Board of Directors to invoke this provision.

Section 3.13. Removal of Directors. Except as provided under Section 3.04, “Staff Seat,” above, any Director may be removed with or without cause at any time. Removal shall be by vote of a majority of all Directors of the Corporation at a regular meeting or a special meeting of the Directors called for that purpose. Written notice stating the place, date, hour and the purpose of any special meeting called for the purpose of removing one or more Directors must be communicated in writing, electronically or otherwise, to all Directors at least twenty (20) days prior to such meeting. The vacancy in the Board of Directors caused by any such removal shall be filled in the manner specified in Section 3.06, above.

Section 3.14. Proxies. Proxies shall not be allowed or used.

Section 3.15. Action of Board by consent. Any action required by the Illinois Compiled Statutes to be taken at a meeting of the Directors of the Corporation or any action that may be taken at a meeting of the Directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of Directors or committee members, respectively, as would be necessary to take that action at a meeting at which all of the Directors or members of the committee were present and voted. Each written consent shall conform to the requirements of die Illinois Compiled Statutes as amended from time to time. The corporation shall give notice of the action in writing, electronically or otherwise, to any persons who do not sign consents but were eligible to vote on the matter. If the action taken requires documents to be filed with the Secretary of State, the filed document shall indicate that the written consent procedures have been properly followed.

ARTICLE IV: OFFICERS OF THE CORPORATION

Section 4.01. Number. The Officers of the Corporation shall consist of a president, a secretary, a treasurer, a vice-president, and such other officers as may be deemed necessary, each of whom shall be elected annually.

Section 4.02. Election, Term of Office and Qualification. All officers shall be elected annually by the Directors of the Corporation, except in the case of officers appointed in accordance with the provisions of Sections 4.05 or 4.10. Each shall hold office for a period of one (1) year and until his or her successor shall have been duly elected and qualified, until his or her death or resignation, or until he or she shall have been removed in the manner hereinafter provided. Officers shall be Directors. The Director appointed by the staff of EGHS shall not be an Officer.

Section 4.03. Resignation. Any officer may resign at any time by giving written notice or his or her resignation to the Board of Directors, to the president or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section. 4.04. Election and Removal. Election of an officer shall not, of itself, create contract rights. Any officer elected by the Board of Directors may be removed by the Board whenever, in its judgment, the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05. 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 these Bylaws for election or appointment to such office.

Section 4.06. President: The President shall assume all duties normally associated with that office. The President shall be the chief executive officer of the Corporation until such duties and titles are assigned, shall be the chairman of the Board of Directors, and shall have general active management of the business of the Corporation. 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, any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the Corporation, including without limitation, any instruments necessary or appropriate to enable the Corporation to donate income or principal of the Corporation to or for the account of any organizations, causes and projects described in the Articles of Incorporation of the Corporation which the Corporation was organized to support. He or she shall perform such other duties as may from time to time be prescribed by the Board of Directors.

Section 4.07. Vice-President: The Vice-President, if any, shall be elected by the Board of Directors and shall have such powers and perform such duties as may be specified in the Bylaws or prescribed by the Board of Directors or by the President. In the event of absence or disability of the President, each Vice-President shall, in the order designated by the Board of Directors, succeed to the power and duties of the President as set forth in the bylaws.

Section 4.08. Secretary: The Secretary shall see that the proceedings of the meetings of the Board of Directors are kept. He or she shall, when directed to do so, notify the Directors of all meetings and perform such other duties as may from time to time be prescribed by the Bylaws, by the Board of Directors, or by the president, and in general, shall perform all duties incident to the office of the Secretary.

Section 4.09. Treasurer: The Treasurer shall cause to be kept accurate accounts of all funds of the Corporation received or disbursed. He or she shall deposit all funds, drafts and checks in the name of, and to the credit of, the Corporation in such banks and depositories as the 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 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 other 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.

Section 4.10. 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.

Section 4.11. Election Procedure: The Nominating Committee shall provide each Director with a list of proposed officers not less than (30) days prior to the annual meeting. The slate of proposed officers shall be presented for vote at the annual meeting. A vote of the board of Directors shall be required to elect officers.

ARTICLE V:  COMMITTEES

Section 5.01. Committees: The Directors may from time to time establish one or more standing or special Committees and determine the duties and authority of any such committee. Any such Committees shall each consist of no less than two individuals, one of whom at least shall be a Director. Committees may also include as many members or non-members as the Board of Directors shall determine in its discretion. The committee member who is the Director with the highest office, or else the Director with the most seniority on the Board of Directors, shall be the chairperson of the committee.

Section 5.02. Term of Office: Each member of a committee shall continue to serve on the committee until the next annual meeting of the Directors and until a successor is appointed, unless the committee itself is dissolved earlier by the Directors. The term of a committee member may terminate earlier if a committee member is removed, dies, ceases to qualify, or resigns. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy shall serve for the unexpired position of the previous committee

member’s term.

Section 5.03. Meetings. Committee meetings shall be called and presided over by the chairperson of the committee, or in his or her absence or disability, by any member thereof after reasonable notice to all of the committee members. Committees shall meet as often as necessary to properly discharge their duties. A simple majority of committee members present in person shall constitute a quorum for any committee meeting and a simple majority vote of those present shall constitute the action or report of the committee. At each meeting a committee member shall be selected to be secretary of the meeting, and that member shall be responsible for preparing minutes that shall be presented at the next meeting for approval by the committee.

Section 5.04. Proxies: Proxies shall not be allowed or used by any committee member.

Section 5.05. Preference to Committees: While it shall not be required, it is recommended, when applicable, that matters be referred to appropriate committees for consideration and recommendations prior to Board action.

Section 5.06. Action in Lieu of Meeting: If all the members of a committee consent in writing to any action, such action shall be as valid as is authorized at a meeting of the committees. Such consent, setting forth the action so taken, shall be filed with the minutes of the proceedings at the next committee meeting.

ARTICLE VI: FISCAL AGENTS

This Corporation may designate such fiscal agents, investment advisors and custodians as the Board of Directors may select by resolution. The Board of Directors may at any time, with or without cause, discontinue the use of the services of any such fiscal agent, investment advisor, or custodian.

ARTICLE VII:  FIDUCIARY RESPONSIBILITY

It shall be the policy of this Corporation that the Board of Directors shall assume and discharge fiduciary responsibility with respect to all funds and other assets held or administered by this Corporation.

ARTICLE VIII: POLICIES WIH RESPECT TO SELF-DEALING, EXPENDITURE RESPONSIBILITY, AND RETURN

Section 8.01. No Self-Dealing: It shall be the policy of this Corporation not to engage in any act which would constitute “self-dealing” as defined in Section 4941(d) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended.

Section 8.02. Expenditure Responsibility.: Through its Board of Directors, this Corporation shall exercise “expenditure responsibility” as defined in Section 4945(h)(1) and (2) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, with respect to all grants and distributions.

Section 8.03. Reasonable Return: The Board of Directors shall take steps to assure that each Director, agent, or custodian of the unrestricted trusts or funds that are a component part of this Corporation, will administer them in accordance with accepted standards of fiduciary conduct to produce a reasonable (as determined by the Board of Directors) return of net income.

ARTICLE IX: BOOKS OF RECORD, AUDIT, FISCAL YEAR, BOND

Section 9.01. Books and Records. The Board of Directors of this Corporation shall cause to be kept:

(a) Records of all proceedings of the Board of Directors and Committees thereof; and

(b) All financial statements of the Corporation; and

(c) Articles of Incorporation and Bylaws of this Corporation and all amendments thereto; and

(d) Such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business.

Section 9.02. Audit and Publication. The Board of Directors shall cause the records and books of accounts of this Corporation to be audited in such a manner as may be deemed necessary or appropriate and shall make such inquiry as the Board of Directors deems necessary or advisable into the condition of all trusts and funds held by any agent or custodian for the benefit of this Corporation. The Directors shall retain any such person or firm for such purposes as they may deem appropriate.

Section 9.03. Fiscal Year. The fiscal year of the Corporation shall begin on July 1 and end on June 30 of each year.

Section 9.04. Bond. The Corporation shall obtain bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Directors.

ARTICLE X: TRANSACTIONS OF THE CORPORATION

Section 10.01. Contracts. The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation.

Section 10.02. Expenditures. Expenditures of the Corporation shall only be made in furtherance of the purposes of the Corporation as set forth in the Articles of Incorporation or in these Bylaws. Except as provided herein, expenditures must be approved in advance by the Board of Directors. Expenditures may be proposed to the Board of Directors by any Director, but it is anticipated that expenditures will be proposed most often by the EGHS Athletic Director or such other Director as the EGHS staff appoints to the Board of Directors. Notwithstanding the foregoing, any single expenditure or series of related expenditures that totals no more than $250.00 may be made without the advanced approval of the Board of Directors, but all such expenditures shall be reported collectively at the next following meeting of the Board of Directors.

Section 10.03. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for a specific purpose of the Corporation. The Board of Directors may make gifts and give charitable contributions that are not prohibited by the Bylaws, the Articles of Incorporation, state or federal law, and any requirements for maintaining the Corporation's federal and state tax status.

Section 10.04. Conflicts of Interest. The Corporation's affirmative policy shall be to require that all actual or potential conflicts be discussed promptly and disclosed fully to the Board of Directors and all other necessary parties. Any Director having a conflict on any matter shall neither participate in the deliberation nor vote on any such matter. The Board of Directors may from time to time, establish such rules and regulations in furtherance of this policy, as deemed appropriate

Section 10.05. Not For Profit Operation. The Corporation shall not have or issue shares of stock. No dividend shall be paid. No part of the income or assets of the Corporation shall be distributed to its Directors or officers without full consideration. No Director or officer of the Corporation has any vested right, interest or privilege in or to the assets, property, functions or activities of the Corporation.

ARTICLE XI: WAIVER OF NOTICE

Whenever any notice is required to be given by these Bylaws or any of the corporate laws of the State of Illinois, such notice may be waived in writing, signed by the person or persons entitled to said notice, whether before, at or after the time stated, or before, at, or after the meeting.

ARTICLE XII: INDEMNIFICATION AND INSURANCE

Section 12.01. indemnification and Representation. The Corporation shall indemnify and provide for the defense of any 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 (other than an action by or in the right of the Corporation) as a result of his or her actions or omissions within the scope of his or her official capacity for the Corporation as a Director, officer, employee, or agent of the Corporation, to the full extent permitted under Illinois state law, as in effect from time to time.

Section 12.02. Insurance: The Corporation shall purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation.

ARTICLE XIII: AMENDMENTS

The power to alter, amend, or repeal the Bylaws, or to adopt new bylaws, shall be vested in the Board of Directors unless otherwise provided in the Articles of Incorporation or the Bylaws. Such action may be taken at a regular or special meeting of the Board of Directors for which written notice of the purpose shall be given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.