Bylaws of the SOIL Sisters An Illinois Nonprofit Corporation ARTICLE I: CORPORATE NAMEThe name of this Corporation shall be SOIL Sisters. ARTICLE II: OFFICESSECTION 1: PRINCIPAL EXECUTIVE OFFICEThe Corporation's principal executive office shall be fixed and located at such place as the Board of Directors (Board) shall determine within the State of Illinois. The Board is granted the power and authority to change said principal executive office from one location to another. SECTION 2: OTHER OFFICESThe Board may, at any time, establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE III: OBJECTIVES AND PURPOSES SECTION 1: SPECIFIC PURPOSE
This Corporation is a nonprofit public benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.
The primary purpose of the SOIL Sisters is to perform public service, present theatrical productions and educate the public.
SECTION 2: GENERAL PURPOSE.The general purpose of the Corporation shall be to educate the community on safety and health issues, promote awareness, ritual enlightenment and the abolishment of bigotry and hatred. The SOIL Sisters shall work to raise funds for charitable organizations. The Members of the SOIL Sisters shall work to bring an end to stigma and stereotypes of all kinds. ARTICLE IV: NONPARTISAN ACTIVITIES
The Corporation has been formed under the Illinois General Not For Profit Corporation Act of 1986 for the purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities or earnings shall be used to publish or disseminate materials whose purpose would be to attempt to influence legislation and the Corporation shall not substantially participate or intervene in any political campaign on behalf of any candidate for public office. The Corporation will not substantially participate or intervene on behalf of or against any cause or measure being submitted to the public for a vote.
Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted by a Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). The Corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
ARTICLE V: DEDICATION OF ASSETSThe properties and assets of this nonprofit Corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, gains, profits, dividends or assets of this Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual or any Member or Director of this Corporation. On liquidation or dissolution, all properties, assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes consistent with this Corporation's philosophy, provided that the Corporation continues to be dedicated to the exempt purposes as specified in Internal Revenue Code Section 501(c)(3). ARTICLE VI: MEMBERSHIP SECTION 1: POWERS AND DUTIESThe Voting Members of the General Membership (GM) shall have the ultimate power in the organization. They shall have the authority to overturn any decision made by the Board or the Officers by a seventy five percent (75%) plus one (1) super majority vote at any GM meeting. In addition, they shall have sole authority to grant new Membership, change the status of Members or remove Members in accordance with these Bylaws. The GM shall approve the annual corporate budget and authorize all expenditures of more than $100. They shall approve any corporate logo, theme, motto or seal before its usage as well as any changes to same. They shall have the absolute right to remove any Officer or Board Member for any reason in accordance with these Bylaws. The GM has the sole authority to create, approve, edit, or remove official policies for the Corporation. SECTION 2: CLASSIFICATION OF MEMBERSThe General Membership (GM) of the SOIL Sisters shall consist of three (3) types of Members: Fully Professed Members (FPMs), Novice Members (NMs), and Postulant Members (PMs). No Member may transfer a membership or any right arising thereof to any other person or entity. Fully Professed MembersFPMs shall be Members for life except in the case of resignation or removal. FPMs have the right to hold any Office and/or be elected to the Board. FPMs have the right to vote on all issues brought up in GM or other meetings at which they are deemed to be in good standing. Only FPMs may sponsor new Members. FPMs may speak to the press or the public on behalf of the organization. The GM may define other rights or restrictions at its discretion. Novice MembersNovice Members are probationary Members of the organization. They have voting rights in all business matters with the exception of membership changes, disciplinary actions, and changes to the bylaws or policies and procedures. They may not hold Office, sit on the Board or speak on behalf of the Order to the press or the public. They must maintain FPM sponsorship during the term of their novitiate. Novice Members are not agents of the Corporation and may not take on any duties without the express approval of an FPM. The GM may define other rights or restrictions at its discretion. After a period of time determined by the GM, the Novice Member may be voted to progress to FPM at a GM meeting. Postulant Members.Postulant Members are probationary Members of the organization. They have voting rights in all business matters with the exception of membership changes, disciplinary actions, and changes to the bylaws or policies and procedures. They may not hold Office, serve on committees, sit on the Board or speak on behalf of the Order to the press or the public. They must maintain FPM sponsorship during the term of their postulancy. Postulant Members are not agents of the Corporation and may not take on any duties without the express approval of an FPM. The GM may define other rights or restrictions at its discretion. After a period of time determined by the GM, the Postulant Member may be voted to progress to Novice Member at a GM meeting. SECTION 3: VOTING RIGHTSOnly Members in good standing have the right to vote at a GM meeting. SECTION 4: GOOD STANDINGA Member shall be considered in good standing if:
They have attended a minimum of one (1) out of the three (3) immediately preceding General Membership Meetings in its entirety.
They have not been absent from more than four (4) out of the twelve (12) immediately preceding General Membership Meetings during which they have been a member in their entirety.
They have served as Point in no less than one (1) event, outing, manifestation, internal project, etc. in the last twelve (12) calendar months.
They have manifested at no less than six (6) events, outings, manifestations, internal projects, etc. in the last three (3) calendar months.
They are not on sabbatical.
They have not been censured nor had any rights restricted by the General Membership.
They have paid, within the time and on the conditions set by the Board, any membership dues.
SECTION 5: RESIGNATION, SABBATICAL, REMOVAL AND CENSURE
Resignation of a Member shall be effective upon receipt of written notice to any Officer of the Corporation.
The Secretary shall send a letter by registered mail or equivalent electronic means to the resigning Member verifying the resignation within ten (10) business days of notification.
It is the duty of any Officer to notify the Secretary of a resignation within three (3) business days.
Resignations may be rescinded by the resigning Member up to ten (10) days after receipt of the verification letter from the Corporate Secretary.
Letters of resignation shall be read into the minutes of the subsequent GM meeting.
A Member may request a sabbatical or leave of absence from the SOIL Sisters for a specified period of time. During sabbatical, a Member forfeits any voting rights and any right to represent the SOIL Sisters in public.
A Member on sabbatical is not responsible for paying regular dues or fees during the absence but is responsible for any other financial debts to the Corporation.
Censure and Suspension of Rights
Any Member may be censured and have any or all of their rights as expressed in these Bylaws or any other document of the Corporation suspended for a specific time.
To censure and/or suspend a Member's rights, including the right to vote, requires a seventy five percent (75%) plus one (1) super majority vote at a GM meeting.
Two (2) Board Members must be informed of the motion to censure or suspend rights, to whom it pertains and the reasons for the motion at least seven (7) days in advance of the GM meeting in which the motion will be presented.
The motion to suspend rights and/or censure must include the reason for the action, the rights that are to be suspended and the duration of the suspension.
A Suspended Member's rights are automatically restored to the same status as before the suspension at the end of the stated time, unless another vote to extend the suspension is passed in the same manner as stated above before the end of the original suspension period.
Fully Professed Members.
An FPM may be removed from the Corporation by a seventy five percent (75%) plus one (1) super majority vote at two (2) consecutive GM meetings no less than forty-eight (48) hours apart.
Novice Members and Postulant Members
Novice Members and Postulant Members may be removed by a fifty percent (50%) plus one (1) majority vote at any GM meeting.
SECTION 6: DUES & FEESEach Member in good standing shall pay, within the time and on the conditions set by the Board, any initiation fee and/or annual dues in the amount to be fixed by the Board. The fees and dues shall be equal for each type of Member, but the Board may, at its discretion, adjust the fees and dues. ARTICLE VII: CORPORATE OFFICERSThe Officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. No individual may hold more than one Office at a time. SECTION 1: RESPONSIBILITIESPresident
The President shall:
Preside at all regular and special meetings of the Corporation, subject to the advice of the Board, the planning of the functions of the Corporation and its activities.
Act as the official correspondent for the Corporation
Assist, within thirty (30) days of taking office, in the creation of a budget and a timeline for the Corporation
Serve as the official representative or appoint the official representatives of the Corporation, as needed
Give notice of all meetings of the GM as required in these Bylaws
Serve as one of two (2) co-signatories on the accounts of the Corporation. The other will be the Treasurer.
Prepare the agenda for all regular and special meetings of the Corporation.
Perform other duties that may be determined by these Bylaws or at the discretion of the Board or GM as necessary.
The Vice-President (VP) shall:
Serve as the assistant to the President in all duties of the President and shall assume the duties of the President in the President's absence
Assume those duties delegated by the President
Be responsible for the overall process of progressing applicants and Members who have not yet acquired their Full Profession in the House
Disseminate educational materials to all applicants and new Members until such time as they reach their Full Profession
Perform other duties that may be determined by these Bylaws or at the discretion of the Board or GM as necessary
The Secretary shall:
Be responsible for maintaining an accurate roster of the Membership
Maintain a current list of those serving on special or standing committees of the GM
Accurately record and produce written minutes of all GM meetings
Keep the seal and records of the Corporation in safe custody, if there are any
Perform other such powers as prescribed by these Bylaws, the Board or GM as necessary
The Treasurer shall:
Be responsible for maintaining accurate records of all financial transactions of the Corporation
Transact or supervise transactions of all disbursements and receivables and keep accurate records of such, depositing all monies and valuables in the name of and to the credit of the Corporation in such depositories as may be designated by the Board
Submit to the Board a full quarterly financial report listing expenditures, receivable and conditions of assets
Prepare for submission all necessary books, vouchers and records for audit by an independent certified public accountant at the end of each term of office or upon request by a seventy five percent (75%) plus one (1) super majority vote of the Board
Produce said audit at the annual meeting
Serve as one of two (2) co-signatories on the accounts of the Corporation. The other will be the President.
Perform other duties that may be determined by these Bylaws or at the discretion of the Board or GM as necessary
SECTION 2: ELECTION AND TERM OF OFFICE
The President, Vice-President, Treasurer, and Secretary shall be elected by the eligible voting members at the GM Annual Meeting for a one (1) year term..
No member may hold an individual officer position for more than three (3) consecutive years.
A member is eligible for a different officer position at the end of the three (3) consecutive years.
After a period of two years, an officer is eligible for re-appointment in any officer position.
Candidates may not participate in any activities that can be interpreted as procuring of votes, nor may they establish an election campaign that utilizes monies or donated services from any individual or group.
SECTION 3: VACANCIES
Vacancies in offices shall be filled by appointment of the Board. The Board may request the voting members elect a new Officer to fill a vacancy at a GM meeting, if time permits.
Individuals filling vacancies shall serve only for the remainder of the original term of the office and may seek re-election at the Annual Meeting.
SECTION 4: RESIGNATIONSResignation of an Officer shall be effective upon receipt of written notice by the Board Chair or Secretary of the Board. Resignations may be rescinded up to forty-eight (48) hours after submission if the Officer is leaving without due cause. SECTION 5: REMOVALAny Officer may be removed by a seventy five percent (75%) plus one (1) super majority vote at a GM meeting if it has been determined that he/she has acted against or jeopardized the Corporation, operated in a manner contrary to the actions of a reasonable and ordinarily prudent person and/or has given due cause for removal. The removed Officer may file a grievance to contest or appeal the removal decision as outlined in Article XVI Grievances. ARTICLE VIII: MEETINGS SECTION 1: REGULAR MEETINGSRegularly scheduled meetings of the GM shall be held at most every month, and not less than every two months. Members in good standing must be notified of a GM meeting at least seventy-two (72) hours before the meeting by phone, email, chat, or posting to the official online calendar. SECTION 2: ANNUAL MEETINGThe last December meeting of the GM shall be considered the Annual Meeting. Elections of Officers and Board Members shall be conducted at the Annual Meeting. SECTION 3: SPECIAL MEETINGSThe President of the Corporation or any three (3) FPMs in good standing may call special meetings of the GM at any time. The notice of a special meeting shall be given by personal delivery, chat, email, or phone forty-eight (48) hours in advance or by written notice sent to the Member's address of record at least five (5) days before the date of said meeting. The notice shall state the time, place and purpose of the meeting. SECTION 4: QUORUMA quorum for GM meetings shall consist of a simple majority of all members who are eligible to vote. SECTION 5: PROXIESA GM may, in writing, appoint another GM to vote by proxy for a single Regular or Special Meeting . SECTION 6: EMAIL VOTING
Action may be taken in emergent and/or time sensitive situations when a majority of the GM affirm the action via email, provided no GM communicates an objection to deciding the action by email. If there is an objection, a meeting shall be held to discuss the proposed email vote.
For every proposed email vote, the motion and supporting details shall be emailed to each member of the GM by the Member making the motion, and shall include a detailed description of the item to be voted upon, and a rationale for necessitating an electronic vote. No second is required.
If there is an objection to the email vote, the President shall arrange for a meeting within 24 hours of the objection unless the request is withdrawn. The email vote shall take place within 48 hours after the meeting. If no objection to an email vote is made, then the final vote tally shall take place 48 hours after the motion was made.
Members shall respond directly to the President with a “yes,” “no,” or “abstain” vote by the established deadline. If quorum is achieved, a majority must vote in the affirmative for the item to pass. If an item does not pass, it may not be reintroduced until the next regular Board meeting.
SECTION 7: PARLIAMENTARY AUTHORITYGM meetings, although informal, shall be conducted with Robert’s Rules of Order Newly Revised as a loose guide. ARTICLE IX: BOARD OF DIRECTORS SECTION 1: COMPOSITIONThe Board shall be composed of Five (5) members: the President, Vice-President, Secretary and Treasurer of the Corporation and one (1) At-Large Director who may also hold any other corporate office. The At-Large Director shall be elected after the election of Corporate Officers at the Annual Meeting. SECTION 2: OFFICERS OF THE BOARDThe Board shall have a Chair (President), Vice-Chair (Vice-President), Secretary, and Treasurer. ChairThe Chair of the Board shall be responsible for preparing the agenda of the Board meeting and conduct and arbitrate all meetings of the Board. The Chair shall help to prepare a budget for the Board within thirty (30) days of election. The Chair shall appoint special committees for the Board as necessary and shall report all Board actionable agenda items to the GM at the subsequent GM meeting. Vice-ChairThe Vice-Chair shall be responsible for all duties of the Chair in the Chair's absence. SecretaryThe Secretary of the Board shall take the minutes of the Board meeting, keep the roster of attendance at Board meetings and notify all Board members of up- coming meetings of the Board or Board events. TreasurerThe Treasurer of the Board shall handle all monies of the Board and see that accurate records are kept on expenditures. Within thirty (30) days of election, the Treasurer shall submit a Board budget for the Board's approval. SECTION 3: QUALIFICATIONS OF DIRECTORSRequirementsAll candidates for the Board must be FPMs in good standing at the Annual Meeting. RestrictionsNo Board member serving at any time may be an interested person. An interested person is anyone being compensated by the Corporation for services rendered to it within the previous or subsequent twelve (12) months of the Annual Meeting as well as any immediate family member, spouse or domestic partner. Directors may not serve as employees of the Corporation and hold a seat on the Board concurrently. SECTION 4: POWERS AND DUTIES
The Board will:
Advise the GM on the planning of the functions of the Corporation and its activities; exercise all of the powers of the Corporation and supervise and control its business and affairs, subject only to the limitations and restrictions provided by law and these Bylaws
Authorize the execution of contracts, incur indebtedness and other agreements necessary in the name of and to the efficient conduct of the business of the Corporation (with the exception of the President who may incur indebtedness in the name of the Corporation not to exceed $100 without prior Board approval)
Propose the annual budget, supervise credits and debits and review or revise systems setup for auditing, cash flow and inspection of all Corporate assets.
The Board may, from time to time:
Add or subtract subcommittees needed to fulfill the requirements of the activities of the Corporation.
Exercise such other powers and perform such other duties as may be prescribed elsewhere in these Bylaws and The Policies and Procedures.
Perform other duties as be determined by these Bylaws, the Organization’s Policies and Procedures, or at the discretion of the GM as necessary.
SECTION 5: QUORUMA simple majority of the seated Directors (including the Chair or the Vice Chair) must be present at a meeting to constitute a quorum for the transaction of business. SECTION 6: PROXIESProxies shall not be accepted on any vote. SECTION 7: ELECTION AND TERM OF OFFICEThe At-Large Director shall be elected by the eligible voting members at the GM Annual Meeting and will hold office until the close of the next Annual Meeting. Directors elected to fill vacancies shall also serve until the close of the next Annual Meeting. Candidates may not participate in any activities that can be interpreted as procuring of votes, nor may they establish an election campaign that utilizes monies or donated services from any individual or group. SECTION 8: VACANCIES
A vacancy in any Director's position shall be deemed to exist on the occurrence of:
Resignation, removal or death
Absence from three (3) consecutive Board meetings
Failure to fill all positions at the annual GM meeting; or amendment to these Bylaws to increase the size of the Board.
No amendment to reduce the number of directors will affect Directors currently serving.
Elections to fill vacancies on the Board shall be held at the first GM meeting following the vacancy.
SECTION 9: RESIGNATIONSResignation of a Director shall be effective upon receipt of written notice by the Chair or Secretary of the Board. Resignations may be rescinded up to forty-eight (48) hours after submission if the Director is leaving without due cause. SECTION 10: REMOVALAny Director may be removed by a seventy-five percent (75%) plus one (1) super majority vote at a GM meeting if it has been determined that he/she has had three (3) consecutive absences, acted against or jeopardized the Corporation, operated in a manner contrary to the actions of a reasonable and ordinarily prudent person and/or has given due cause for removal. A Director may file a grievance to contest or appeal a decision for removal as outlined in Article XVI Grievances. SECTION 11: BOARD MEETINGSMeetings of the Board of the SOIL Sisters shall be open to all members and any guests that are approved by the Chair or Vice Chair in the Chair's absence. Meetings will be conducted using Robert’s Rules of Order Newly Revised as a loose guide. The Bylaws as well as the Policies and Procedures document supersede Robert’s Rules of Order Newly Revised in case of conflict. Regular MeetingsAll meetings of the Board may be held at any place within or outside the state of Illinois, over telephone, or virtually, that has been designated by the Board. All Board members must be notified at least seventy- two (72) hours before the meeting. Regular meetings of the Board shall be held at least once per quarter. Special MeetingsA special meeting may be held at any place within or outside the state of Illinois, over telephone, or virtually, that has been designated by the Board. Annual MeetingThe Annual Meeting of the Board shall be held no more than thirty (30) days after the GM Annual Meeting. ARTICLE X: COMMITTEESSECTION 1: CREATION AND DISSOLUTIONEither the President of the Corporation or the Chair of the Board shall create committees. A committee is created when either the President or the Chair of the Board appoints a Chair of said committee. All Chair appointments are subject to approval by the GM. When a committee no longer has any work before it, the Chair of the committee may dissolve the committee. SECTION 2: COMMITTEE MEMBERSThe Chair of the committee recruits members of a committee. The committee may be composed of Novice Members or Fully Professed Members of SOIL Sisters, or community members. Membership on a committee is voluntary. SECTION 3: COMMITTEE POWERS AND DUTIESCommittees have the power to make recommendations to the GM. Committees may be given the power to incur indebtedness or spend money on behalf of the Corporation by a vote of the general membership. Committees have a duty and obligation to conduct their assigned tasks with all due diligence and care on behalf of the Corporation. ARTICLE XI: INDEMNIFICATION SECTION 1: DEFINITIONSFor the purposes of this Article:
"Agent" means any person who is or was a Director, Officer, employee or other Agent of this Corporation, or is or was serving at the request of this Corporation as a Director, Officer, employee or Agent of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise;
"Proceeding," means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and
"Expenses" include, without limitation, all attorneys' fees, costs and any other expenses incurred in the defense of any claims or proceedings against an Agent by reason of the Agent's position or relationship as Agent and all attorneys' fees, costs and other expenses incurred in establishing a right to indemnification under this Article.
SECTION 2: SUCCESSFUL DEFENSE BY AGENTTo the extent that an Agent of this Corporation has been successful on the merits in the defense of any Proceeding referred to in this Article, or in the defense of any claim, issue or matter therein, the Agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection with the claim. If an Agent either settles any such claim or sustains a judgment rendered against the Agent, then the provisions of Sections 3 through 5 of this Article shall determine whether the Agent is entitled to indemnification. SECTION 3: ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATIONSubject to the required findings to be made pursuant to Section 5, below, this Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this Corporation, or by an Officer or Director for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an Agent of this Corporation, for all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the processing. SECTION 4: ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION
Claims Settled Out of Court
If any Agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this Corporation, with or without court approval, the Agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.
Claims And Suits Awarded Against The Agent
This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this Corporation by reason of the fact that the person is or was an Agent of this Corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided both of the following are met:
The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section, and
Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the Agent should be entitled to indemnity for the expenses incurred. If the Agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
SECTION 5: DETERMINATION OF AGENT'S GOOD FAITH CONDUCTThe indemnification granted to an Agent in Sections 3 and 4 above is conditioned on the following:
Required Standard of Conduct
The Agent seeking reimbursement must be found, in the manner provided below, that the Agent acted in good faith, in a manner that the Agent believed to be in the best interest of this Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances.
The termination of any proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which the Agent reasonably believed to be in the best interest of this Corporation or that the Agent had reasonable cause to believe that the Agent's conduct was unlawful.
In the case of a criminal proceeding, the person must have had no reasonable cause to believe that the Agent's conduct was unlawful unless the matter is settled with the approval of the Illinois Attorney General.
Manner of Determination of Good Faith Conduct
The determination that the Agent did act in a manner complying with Paragraph A, above, shall be made by:
The Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the proceeding; or
The affirmative vote of a simple majority of the Membership at a GM meeting; or
The court in which the proceeding is or was pending. Such determination may be made on application brought by this Corporation or the Agent or the attorney or other person rendering a defense to the Agent, whether or not the application by the Agent, attorney or other person is opposed by this Corporation.
SECTION 6: LIMITATIONSNo indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5 in any circumstance when it appears:
That the indemnification or advance would be inconsistent with a provision of the articles, a resolution of the General Members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
SECTION 7: ADVANCE OF EXPENSESExpenses incurred in defending any Proceeding may be advanced by this Corporation before the final disposition of the Proceeding on receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it is determined ultimately that the Agent is entitled to be indemnified as authorized in this Article. SECTION 8: CONTRACTUAL RIGHTS OF NON-DIRECTORS AND NON-OFFICERSNothing contained in this Article shall affect any right to indemnification to which persons other than Directors and Officers of this Corporation, or any subsidiary thereof, may be entitled by contract or otherwise. SECTION 9: INSURANCEThe Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent of the Corporation against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such, whether or not this Corporation would have the power to indemnify the Agent against liability under the provisions of this Section. ARTICLE XII CONFLICT OF INTERESTWhen any FPM, either on the Member's behalf or while acting for, by, with or through another, has any pecuniary or personal interest, direct or indirect, in any matter, or otherwise has a conflict of interest, as a Member, the Member:
Shall disclose the Member's interest fully at a GM or any other meeting of the Corporation in the manner prescribed by Illinois State Law;
Shall disclose the Member's interest and the general nature thereof prior to any consideration of the matter in the meeting;
Shall not take part in the discussion of or vote on any question in respect of the matter; and,
Shall not in any way, whether before, after, or during the meeting, influence the voting on any such question.
The pecuniary or personal interest, direct or indirect, of the Member's immediate family member(s) shall, if known to the Member, be deemed to also be the pecuniary interest of the Member.
Every declaration of interest and the general nature thereof shall be recorded in the minutes of the meeting.
ARTICLE XIII: ELECTIONSNominations for Officers and Board of Directors shall be accepted at the last regular GM meeting scheduled before the Annual Meeting and will remain open until elections at the Annual Meeting. The Officers shall be elected to office before the elections of the remaining At-Large Board positions. ARTICLE XIV: FISCAL YEARThe fiscal year of the Corporation shall begin on January 1 and end on December 31 each year. ARTICLE XV: RIGHTS AND PROCEDURESSECTION 1: INSPECTION OF BOOKS AND RECORDSEvery FPM has the absolute right at any reasonable time to inspect all books, records and documents of this Corporation. This inspection may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. SECTION 2: AMENDMENTSBylawsA seventy-five percent (75%) plus one (1) super majority vote at two (2) consecutive regular or special GM meetings is required for amendment, provided that the proposed amendment has been submitted to the Secretary before that meeting and it appears on the agenda. The amendment will become effective immediately after passing the second reading, unless it affects a term of office or specifies otherwise. Articles of IncorporationA seventy-five percent (75%) plus one (1) super majority vote at three (3) consecutive regular or special GM meetings, no less than seven (7) days apart is required for amendment, provided that the proposed amendment has been submitted to the Secretary before that meeting and it appears on the agenda. ARTICLE XVI: GRIEVANCES
Each FPM shall have the right to bring any grievances forward in a safe and just manner, without worry or risk to their position within the Corporation.
The corporate Secretary must receive a letter of request for mediation and a copy of the request is then forwarded to the chair of the Mediation Committee and the President.
The President shall appoint no less than three (3) persons to serve on the Mediation Committee.
Members may be temporarily removed or added from this committee to guarantee a lack of bias or prejudice against the parties involved in the mediation request.
The chair can call a Mediation Committee meeting or send copies of the request to the other members of the standing committee and conduct the procedure by conference call.
The first step will be to determine if this is a proper grievance to be investigated by this Corporation.
Those actions that violate city, state or federal law should be referred to the proper authorities by the requester, not by the Corporation.
At the option of the Mediation Committee, and with the permission of the aggrieved parties, the committee may attempt to reconcile the differences without outside assistance.
If that attempt is unsuccessful, then an outside, impartial mediator will be contacted by the Committee.
The mediator will meet individually with both parties and then arrange a joint meeting for resolution.
Each party will be allowed to bring one witness, notarized statements from witnesses and one member of their support network (this person will not be able to address the mediator, the situation or the other parties involved).
Guidelines for appropriate behavior will be drawn up and agreed upon by all parties.
Repeated violation or disregard for these guidelines will result in either removal from the site or adjournment of the mediation.
If the mediator cannot affect a satisfactory resolution, they will make a recommendation to the Mediation Committee and, subject to the approval by the Board, may suggest further action, including total dismissal.
ARTICLE XVII: PARLIAMENTARY AUTHORITYThe current edition of Robert’s Rules of Order Newly Revised governs this organization in all parliamentary situations that are not provided for in the law or in its charter, Bylaws or adopted rules.