ARTICLE I
NAME: The name of this organization is the Community Environmental Council.
ARTICLE II
PURPOSE: To promote conservation, preservation, restoration, and environmental education and awareness in Decatur and Macon County.
*The purposes for which the CEC is organized are exclusively charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Such purposes shall promote conservation, preservation, restoration and environmental education and awareness in Decatur and Macon County.
ARTICLE III
MEMBERSHIP
SECTION I:
Membership in the Community Environmental Council shall consist of two categories:
- Representatives of Agencies, Businesses, and Organizations
- Citizen Members
SECTION II:
Any resident of Macon County may become a Citizen Member by registering with the Secretary of the Community Environmental Council.
ARTICLE IV
GOVERNMENT
SECTION I:
BOARD OF DIRECTORS: The Community Environmental Council shall be governed by a Board of Directors, which shall consist of members representing the following sectors:
- Business & Industry
- Government *and Local Agencies
- Community Organizations
- Education
Representatives from each sector will serve on the Board of Directors, which will consist of the following positions:
- President
- Vice-President
- Second Vice-President
- Secretary
- Treasurer
- Eight Members from the Community Environmental Council
The Board of Directors shall be responsible for giving guidance and approving activities of the Community Environmental Council.
SECTION II:
Representatives of agencies or organizations shall be appointed by the respective organizations. All Board of Directors shall be elected by the membership of the Community Environmental Council at the annual meeting.
SECTION III:
Members of the Board of Directors may be added or deleted upon approval by 2/3 vote of the Community Environmental Council.
SECTION IV:
The Community Environmental Council shall elect members to serve on the Board of Directors. Officers of the Board of Directors shall be President, Vice President, Second Vice President, Secretary, and Treasurer, as well as eight Members from the Community Environmental Council. Officers shall be elected by majority vote of the Board of Directors at the first meeting of the Board following the Annual Meeting of the Community Environmental Council.
Members will be elected to serve a two-year term on the Board of Directors. Initially, the President, Second Vice President, and two Members who are not Officers shall serve a one-time one-year term to establish staggered terms of election. Members and Officers may serve as many terms on the Board to which they may be elected. In the event of a vacancy by a member, the Board of Directors shall appoint another Board of Directors member to fill the unexpired term.
The President shall preside at all meetings of the Board of Directors and the Community Environmental Council. The Vice President shall officiate in all capacities of the President in the event of the President’s absence or inability to perform the duties and functions.
The Secretary shall keep a written record of all meetings. A copy of the minutes of the Board of Directors shall be sent to each member of the Board. Minutes of the Community Environmental Council meetings shall be approved by a majority vote of the membership present at the beginning of the next meeting.
The Treasurer shall maintain financial records and provide reports to Board and Membership and coordinate financial transactions at the direction of the Board.
One member of Board of Directors shall serve as public relations coordinator.
ARTICLE V
MEETINGS
SECTION I:
The Community Environmental Council shall meet quarterly. Additional meetings may be called by the President. An annual meeting shall be held during the last quarter of each calendar year upon recommendation by the Board.
SECTION II:
The Board of Directors of the Community Environmental Council shall meet every other month. Additional meetings may be called by the President upon recommendation by the Board. All Community Environmental Council members are invited to attend any Board meetings.
SECTION III:
The quorum of the Board of Directors shall be a simple majority.
ARTICLE VI
SECTORS AND COMMITTEES
SECTION I:
There shall be the following sectors that will meet at the discretion of the Sector Coordinator:
- Business & Industry
- *Government and Local Agencies
- Community Organizations
- Education
SECTION II:
Ad Hoc committees will be formed as needed.
SECTION III:
Finance Committee: This committee, chaired by an appointed board member and co-chaired by the Treasurer, shall develop, monitor and recommend for board approval this organizations' financial policies as contained in these bylaws. It shall be responsible for the supervision of all matters relating to the funds, securities and investments of this organization; shall recommend to the Board for approval the financial institution to be used for all accounts; shall maintain a continuous overall review of income, expenditures and fiscal position, making recommendation for action to the Board for approval; shall develop an annual budget of anticipated receipts and expenditures and present it to the Board for approval; and shall review and advise the Board about other financial matters which cannot be delayed until the Board’s next regularly scheduled meeting, such as committing non-budgeted expenditures up to a maximum amount authorized by the Board. Any such action shall be reported to the Board at its next regular meeting for ratification or other appropriate action. This committee shall also be responsible for developing the financial support of this organization’s programs by planning, assisting in implementation, and monitoring its overall development budget and schedule; and for ensuring sound management of its fundraising programs, including monitoring the recruitment, development and utilization of fundraising volunteers.
ARTICLE VII
AMENDMENTS
These by-laws may be amended by a majority vote of the membership at any regular meeting, providing a written notice of the meeting and copies of the proposed amendment or amendments have been mailed to the members at least thirty days in advance of the meeting.
ARTICLE VIII
FINANCES
SECTION 1: FISCAL YEAR: The fiscal year of this organization shall begin on January 1 of each year and end on December 31 of the same year.
SECTION 2: BUDGET: An annual budget shall be prepared by the Finance Committee and be presented for review at the December meeting and for approval at the first regular Board meeting of the fiscal year.
SECTION 3: NON-BUDGETED EXPENDITURES: The Financial Committee shall make recommendations concerning any non-budgeted expenditure exceeding $500 to the Board for approval.
SECTION 4: ACCOUNTING PROCEDURES: Standard accounting procedures that meet recommended auditor directives shall be utilized.
SECTION 5: CASH AND DEPOSITS: All activities yielding income that includes mail handling shall utilize two (2) authorized persons for counting and recording deposits. Only authorized Board Members shall make deposits.
SECTION 6: PETTY CASH: Only authorized Board Members shall make disbursements and a receipt or voucher shall support each. A ledger shall be maintained and reconciled monthly. The Treasurer shall maintain in a secure location a petty cash fund of up to $25 for paying miscellaneous small business expenses.
SECTION 7: RESTRICTED FUNDS: All funds contributed with restricted purposes shall be recorded in an account so designated.
SECTION 8: PERSONAL LOANS: No personal or business loans shall be made to any member or other person.
*SECTION 9: No part of the net earnings of CEC shall inure to the benefit f, or be distributable to its directors, officers, or other private persons, except that CEC shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in these by-laws. No substantial part of the activities of CEC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and CEC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these by-laws, the CEC shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Unites States Internal Revenue Law).
ARTICLE IX
INDEMNIFICATION
The Community Environmental Council shall indemnify, within the limits of the assets of the Council and approved by the Board, any individual or agency/organization member against expenses actually and reasonably incurred in connection with the defense of any civil or criminal action, suit, or proceeding in which that person is a defendant due to being a director of the Council, under the provisions of Illinois Revised Statutes of present or future Not-For-Profit Corporation Acts.
ARTICLE X
DISSOLUTION
SECTION 1: PROCEDURE: The dissolution of this Council shall occur by the two-thirds (2/3) affirmative vote of the directors present at a regular or special board meeting where a quorum is present. In addition to stating the purpose of the dissolution meeting, the meeting notice shall state the reasons for the dissolution and the specific details of asset distribution.
SECTION 2: CESSATION DATE: The cessation date of activities of the Council to be established at the dissolution meeting shall be the last day of a month no sooner that sixty (60) days nor greater than one hundred twenty (120) days after the dissolution vote.
SECTION 3: DISTRIBUTION OF ASSETS: Upon the dissolution to this Council, the board shall, after paying or making provisions for the payment of all liabilities of the Council, dispose of all the assets of the council exclusively for the purposes of the Council in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the board shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Council is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
*The CEC shall distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). The CEC shall not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), nor make any investments in such manner as to incur tax liability under section 4944 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), nor make any taxable expenditures as defined in section 4945 (d) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law).
Amended and approved March, 2007