Chicago Society Foundation Constitution
The CHICAGO SOCIETY FOUNDATION is a charitable and philanthropic organization. The Chicago Society Foundation is a corporation and is governed by the Illinois General Not-for-Profit Act of 1986, as it may be from time to time amended. It was founded by the membership of the Chicago Society, which is also known as Lodge 1450 of the Polish National Alliance of the United States of North America.
The purpose of this corporation is to provide philanthropic and charitable assistance to meet the needs of individuals primarily of Polish heritage and organizations primarily dedicated to the Polish American or Polish community within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 as amended or the corresponding provisions of any future United States Internal Revenue law.
The mission of the Chicago Society Foundation is to improve the well-being of the Polish American and Polish communities by supporting cultural, historical and educational projects of qualified individuals and organizations.
This corporation shall not discriminate against any person for reason of race, gender, age, national origin, handicap, religious conviction, marital status, veteran status or sexual preference.
Section 1. Principal Office
The principal office of the Chicago Society Foundation shall be in the State of Illinois and City of Chicago at such place as may be designated by the Board of Directors from time to time.
Section 2. Registered Office
The corporation 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 1. Classes Members are those individuals or organizations who contribute financially to and support the purposes and goals of the Chicago Society Foundation. There may be classes of members of the corporation as determined by the Board of Directors.
Section 2. Designation Designation as a member does not confer any voting rights or authority in the management or activity of the corporation.
BOARD OF DIRECTORS
Section 1. Composition and Tenure
The Board of Directors shall consist of all living former presidents and current president of the Chicago Society of the Polish National Alliance (referred to herein as the Chicago Society PNA) all of whom are in good standing in that corporation. In the event, however, that there are not at least three living former presidents and the current president who is and are qualified to serve, the number of Directors shall be increased by the addition of one or more former Executive Vice Presidents, beginning with the most recent former Executive Vice President and going back therefrom in time, until there are at least three members of the Board of Directors.
Former presidents of the Chicago Society shall serve from the conclusion of his term as President of the Chicago Society, which for these purposes shall be December 31 of the year in which he was officially inaugurated as President, until he is no longer a member in good standing of the Chicago Society PNA, he resigns from the Chicago Society Foundation in writing, or he is found unable to perform his duties as a Director of the Foundation. The current President of the Chicago Society shall serve during his present term.
c. Removal from Office
A Director may be removed from the Board of Directors of the Chicago Society Foundation by a two-thirds (2/3) vote of the Directors present at a regular or special meeting of the Board, if he resigns, or if he is unable to perform his duties as a Director, or if he absents himself from three successive Board meetings.
A former Director of the Chicago Society Foundation may be reinstated as a Director if he has regained good standing in the Chicago Society PNA, requests reinstatement after having resigned, or is found now able to perform his duties as a Director, each or any of which causes for reinstatement must be accepted by a two-thirds (2/3) vote of the Directors present at a regular or special meeting of the Board of Directors.
Section 2. Duties and Meetings
The business and property of the corporation shall be managed and controlled by a Board of Directors. The specific duties of the Board of Directors are to: carry out the goals and objectives of the corporation; make such grants of funds as it deems appropriate; determine classes of membership; approve and evaluate all programs; develop programs and activities that promote the purpose of the corporation; purchase or sell personal property or real estate; review and approve committee reports; hire such personnel as it may deem necessary and evaluate the performance of such personnel; approve an annual budget; monitor finances; insure that adequate resources are available to the corporation; and authorize the execution of legal documents.
b. Regular Meetings
Regular meetings of the Board of Directors shall be held at least quarterly throughout the year and upon ten (10) days written notice. Notice of any regular meeting of the board of directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. 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.
c. 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 25% of the directors of the board. The President or the directors calling the meeting shall designate the time, date and place for holding any special meeting of the board and the agenda for any special meeting. Notice of any special meeting of the board of directors shall be given to each director who was a member of the board at the time of the last regular board meeting at least ten (10) days previously thereto by written notice to each director at the address shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be sent by special delivery service, such notice shall be deemed to be delivered when the special delivery letter is picked up.
A majority of the Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of any business.
Section 1. Officers and Elections
The officers of the Chicago Society Foundation shall be President, Vice President, Treasurer and Secretary. The officers shall be elected by the Board of Directors at the first meeting of the Board of Directors after the formation of this corporation and shall serve until the next Annual Meeting of the Board, and thereafter elections for said offices shall be held at each Annual Meeting and the officers thus elected shall serve until the next annual meeting and until their successors have been duly elected and qualified.
Section 2. Executive Committee
The officers of the Chicago Society foundation shall constitute the Executive Committee.
Section 3. President
a. The President shall preside at all meetings of the Board of Directors and Advisory Board; he shall have general and active management of the business of the Corporation; shall see that all orders and resolutions of the Board are carried into effect; shall execute bonds, mortgages and other contracts requiring a seal, under the Seal of the Corporation; and when authorized by the Board, affix the Seal to any instrument requiring the same and the Seal when so affixed shall be attested by the signature of the Secretary or the Treasurer.
b. The President shall have general superintendence and direction of all the other Officers of the Corporation, and shall see that their duties are properly performed; and he shall report to the Board of Directors in regard thereto.
c. At the meeting immediately following the close of the corporation's fiscal year, the President shall submit a report of the operations of the Corporation for the preceding fiscal year to the Directors of this corporation. Whenever called for by the Chicago Society PNA, and from time to time on his own initiative, he shall report all matters within his knowledge, which the interests of the Corporation and the Chicago Society PNA may require to be brought to their notice.
d. The President shall be ex-officio a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation.
e. The President shall create such committees as are required for the orderly conduct of the Corporation's business and shall appoint members to serve therein. He shall also appoint members to such committees as are formed by vote of the Board of Directors.
Section 4. Vice President
The Vice-President shall be vested with all the powers, and required to perform all the duties of the President in his absence, and such other duties as may be prescribed by the Directors.
Section 5. Treasurer
a. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.
b. He shall disburse the funds of the Corporation as ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
c. He shall be required to give the Corporation a bond in a sum, and with one or more sureties satisfactory to the Board for the faithful performance of the duties of Ms office, and the restoration to the Corporation, in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession belonging to the Corporation.
Section 6. Secretary
The Secretary shall keep full minutes of all meetings of the Board of Directors and shall be ex-officio Secretary of the Board; he shall attend all sessions of the Board, shall act as clerk thereof, and record all votes and the minutes of all proceedings in a book kept for that purpose; and shall perform like duties for the Advisory Board and Standing Committees. He shall give, or cause to be given, notices for all meetings of the Board of Directors and the Advisory Board; and he shall perform such other duties as may be prescribed by the Board of Directors or President under whose supervision he shall be. The Secretary shall keep in safe custody the Seal of the Corporation.
Article IX [as formerly constituted regarding an Advisory Board] is hereby deleted in its entirety and stricken from the Constitution and By-Laws.
Section 1. Loans and Collection of Funds
The Board of Directors shall have the right from time to time to make loans, solicit, and collect funds, issue bonds, or take such other steps as may be necessary to obtain financing for purchase, maintenance, improvement or enlargement of the property owned by the Corporation. Any such action must first be approved by two thirds of the entire Board of Directors.
Section 2. Official Instruments
Any bond, note or other instrument issued for finance purposes shall be signed by the President and Secretary and bear the Seal of the Corporation.
INSPECTION OF BOOKS AND ACCOUNTS
The books, accounts and records of the Corporation shall be open to inspection by any member of the Board of Directors at all times. In addition, the Chicago Society PNA shall have the right to inspect the records and books of account of the Corporation at all reasonable times by its advocate or another attorney, who shall be appointed in writing by the Board of Directors of the Chicago Society, PNA.
The fiscal year of the Corporation shall begin the first day of January and end the thirty-first day of December of that year.
Section 1. Legal Services
The President at the Annual Meeting shall appoint an attorney with the approval by majority vote of the Board of Directors to serve for one year as an advisor to the Board on such legal matters that may be brought forth and shall be present at all Board meetings. This attorney shall not be a Director nor have a vote but shall be a member of the Chicago Society.
Should it be necessary for the Corporation to employ legal counsel, the Board of Directors shall employ an attorney with the experience that the legal matter may require, and such attorney may be a member of the Corporation or the Chicago Society. Fees for legal services performed by such attorney, if any, shall be referred to the Board for disposition and payment.
Section 2. Accountancy
The President shall appoint at the Annual Meeting and the Board of Directors shall approve, by majority vote, an Accountant, who may be a member in good standing of the Corporation or the Chicago Society and, if possible, be a Certified Public Accountant. It shall be the duty of the Accountant to be represented at the meetings of the Board of Directors and to advise on request in regards to matters pertaining to finances, auditing and accounting. Compensation for services, if any, shall be handled by the Board of Directors in the same manner as is set forth for legal services.
EARNINGS AND DISSOLUTION
Section 1. Earnings
No part of the net earnings of the Corporation shall inure as dividends to the benefit of or be distributed to, its members, Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
Section 2. Dissolution
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively by paying all of such assets to a charitable or philanthropic organization or organizations qualifying for tax treatment in a manner at least equal to that of this Corporation.
This Constitution may be amended by a vote of two-thirds of the Board of Directors in attendance at a duly called meeting of this Corporation, provided that the proposed amendment has been presented to all members of the Board of Directors by mail or fax transmission at least 14 days prior to the date of said meeting and to the Board of Directors of the Chicago Society at a monthly meeting preceding the vote on the amendment by this Corporation. The amendment shall be effective immediately upon an affirmative vote thereon or at such other date as is specified in the amendment itself.
Two-thirds of the Board of Directors of the Chicago Society Building Corporation, predecessor to the Chicago Society Foundation, having voted in the affirmative, this Constitution shall be effective on the 4th day of November, 1999.
Signed: T. Ron Jasinski-Herbert, President
Attested: Richard W. Ciesla, Secretary
Witnessed by: Frank M. Gondela, Romuald E. Matuszczak, Joseph M. Bauerle, William C. Folak, Matt J. Kutza, Dennis Birch, James F. Kulze, Edmund A. Nowak, Stanley W. Sawa, Victor Kay, Arthur Siemion, Chet Hajduk, John Teschky, William H. Powell