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Bylaws Of FCC-ChicagoARTICLE 1 - NAME
ARTICLE 2 - PURPOSE
ARTICLE 3 - MEMBERSHIP
ARTICLE 4 - BOARD OF DIRECTORS
ARTICLE 5 - COMMITTEES
ARTICLE 6 - OFFICERS
ARTICLE 7 - ADMINISTRATIVE PROVISIONS
ARTICLE 8 - AMENDMENTS
ARTICLE 9 - DISSOLUTION
ARTICLE 1NAME
The name of this not-for-profit corporation is FAMILIES WITH CHILDREN FROM CHINA, LIMITED, also known as FAMILIES WITH CHILDREN FROM CHINA - CHICAGO (FCC-CHICAGO).
ARTICLE 2PURPOSE
FCC-Chicago is a voluntary organization of families who have adopted children from China or of Chinese ethnicity, those who are preparing to adopt a child of Chinese ethnicity, and any individual, family, or group with like interests. The purposes of FCC-Chicago are to provide a supportive network for families and to provide information that fosters understanding, respect, and appreciation of our childrenÕs Chinese culture and heritage. It is organized for 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, or the corresponding section of any future federal tax code.
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ARTICLE 3MEMBERSHIP
3.1 Classes of Members:
FCC-Chicago will have three classes of members: Family Members, Professional/Organizational Members, and Honorary Members.
3.2 Qualifications for Membership:
3.2.1 Family Members:
A person (either an individual or a family) who has adopted a child of Chinese ethnicity, who is preparing to adopt a child of Chinese ethnicity, or is the birthparent of a child of Chinese ethnicity becomes a Family Member upon payment of dues, as prescribed by the Board of Directors. Family membership status will coincide with the organizationÕs fiscal year beginning June 1st and ending May 31st, when membership can be renewed.
3.2.2 Professional/Organizational Members:
A person, organization, corporation, association, or other entity with like interests becomes a Professional/Organizational Member upon payment of dues, as prescribed by the Board of Directors. Professional/Organizational membership status will coincide with the organizationÕs fiscal year beginning June 1st and ending May 31st, when membership can be renewed.
3.2.3 Honorary Members:
The Board of Directors may confer, by majority vote, one-year honorary memberships without the payment of annual dues to those persons, families, groups, or organizations that have provided support and expertise to FCC-Chicago. Honorary membership status will coincide with the organizationÕs fiscal year beginning June 1st and ending May 31st, when membership can only be renewed with a majority vote of the Board of Directors.
3.2.4 Membership Dues:
The Board of Directors shall have the right to determine from time to time the amount of dues for the various members of the organization and the collection there of as well as establishing the date upon which the dues must be paid.
3.3 Voting Rights:
Only Family Members are entitled to vote at the Annual Meeting or any special meeting of the members. Family Members must have active membership status according to the organizationÕs records sixty (60) days before the Annual Meeting or special meeting takes place in order to vote at the meeting. One Family Membership confers one vote. The vote may be cast by mail, in person or by proxy. Voting by proxy must be presented in writing before or at the time of the Annual Meeting or special meeting according to the instructions provided with the notice of the meeting. Family Members have the right to elect the Board of Directors and may cast one vote for as many persons as there are Directors to be elected.
Professional/Organizational Members and Honorary Members do not have voting privileges.
3.4 Annual Meeting:
An Annual Meeting of the members will be held for the purposes of elections and transacting such other business as may properly come before the organization. The specific date, time and place of the Annual Meeting will be determined by the Board. Written notice of the Annual Meeting will be delivered not less than fourteen (14) days or more than forty-five (45) days before the meeting date to each Family Member entitled to vote at the meeting. The written notice will state the specific date, time and place of the Annual Meeting, and include the list of persons nominated for the Board. If the Annual Meeting is not held on the date designated, the Board will cause the meeting to be held as soon thereafter as possible. The Board of Directors will present a statement of the business and conditions of the organization at the Annual Meeting. The Chair of the Board will preside over the Annual Meeting.
3.5 Special Meetings:
The Chair, Board, or a majority of the Family Members entitled to vote may call special meetings of the members for any purpose. Written or printed notice of the special meeting will be delivered not less than fourteen (14) days or more than forty-five (45) days before the meeting date to each Family Member entitled to vote at the meeting. The notice will also state the purpose or purposes, time and place of the special meeting.
3.6 Manner of Acting:
Given a quorum of eligible voters present at an Annual Meeting or special meeting, a majority of the entitled voters present, in person, by proxy or by mail, is necessary for the adoption of any matter voted upon by the members unless a greater proportion is required by these Bylaws.
3.7 Quorum:
Family Members may vote in person, by proxy or by mail according to instructions on the ballot. Twenty percent (20%) of the Family Members entitled to vote will constitute a quorum (provided however, that 5% the6reof must be Family Members entitled to vote who will be in attendance at the meeting). If a quorum is not achieved at an annual meeting, the meeting will be adjourned to a new date not more than 60 days later.| Top of Page |
ARTICLE 4BOARD OF DIRECTORS
4.1 General Powers:
The affairs of FCC-Chicago will be managed by a Board of Directors.
4.2 Number and Composition:
The Board of Directors will have thirteen (13) members elected from the voting membership. The number of Directors may be changed by amending these Bylaws, provided that no decrease in the number has the effect of shortening the term of any incumbent Director.
4.3 Qualifications:
Directors will be Family Members of FCC-Chicago who have the time and commitment necessary to fulfill the duties and responsibilities of a Director.
4.4 Election of Directors:
4.4.1 Initial Directors:
The Initial Directors will serve until the adjournment of the First Annual Meeting.
4.4.2 Successor Directors:
The first elected Directors will be elected at the First Annual Meeting and successor Directors will be elected at subsequent Annual Meetings, given a quorum of eligible voters either by mail or in person or by proxy.
4.5 Term of Office:
4.5.1 First Elected Directors:
The first elected Directors shall serve a term of one (1), two (2) or three (3) years, determined by agreement of all Board members or by lottery.
4.5.2 Successor Directors:
Each successor Director will hold a term of office for two (2) years.
4.5.3 Commencement of Term:
The term of office for a Director will begin at the adjournment of the Annual Meeting at which he or she was elected.
4.5.4 Re-election:
A Director in good standing is eligible to serve two elected consecutive terms. Any Director who serves two consecutive terms must wait at least one year before being elected to serve on the Board again.
4.5.5 Vacancies:
Vacancies on the Board of Directors may be filled through appointment by the Chair with a majority of the Board in approval. Each person so selected will be a Director for the remainder of the vacated term.
4.5.6 Removal:
A Director may be removed from the Board by a two-thirds (2/3) vote of the Board at an official meeting. Notice of the proposed removal will be given to all Board members with the notice of the meeting. The Director involved will have the opportunity to be heard at the meeting at which removal is considered.
4.5.7 Resignation:
Any Director may resign at any time by delivering written notice to the Chair or Secretary of FCC-Chicago, or by giving oral or written notice at any meeting of the Directors. The resignation will take effect at the time specified or at the time notice is given to the Board.
4.6 Meeting:
4.6.1 Annual Meeting:
The Annual Meeting of the Board will be held without notice immediately following the Annual Meeting of the Membership.
4.6.2 Regular Meetings:
The Board will meet no fewer than four (4) times per year at such time and place determined by the Board. Regular meetings of the Board are open to the Membership.
4.6.3 Special Meetings:
Special meetings of the Board may be called at any time, by any Board member with the concurrence of a majority of the Board. Notice of the date, time and place of each meeting will be given to the membership in writing at least ten days prior to the meeting. Special meetings of any committee can be called by the committee chair.
4.6.4 Meetings by Telephone:
Directors may participate in a Board meeting or committee meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time.
4.6.5 Absence from Meeting:
Any Director who cannot attend a planned meeting must notify the Chair or the appointed officer of their absence before the planned meeting date.
4.6.6 Quorum:
The participation of a majority of the Directors constitutes a quorum for the transaction of business at any Board Meeting. If a quorum is not present at a meeting, a majority of the Directors present must adjourn the meeting.
4.6.7 Manner of Acting:
The act of the majority of the Directors present at a meeting at which there is a quorum will be the act of the Board, unless the vote of a greater number is required by these Bylaws. Any action that could be taken at a Board meeting may be taken without a meeting if a written consent setting forth the action is signed by each of the Directors. The written consents will be inserted in the record of minutes as if it were the minutes of a meeting.
4.7 Compensation:
The Directors may not receive compensation for their services to the Board or the organization. Directors may receive reimbursement of expenditures made on behalf of the organization. No Director may be reimbursed without Board approval.| Top of Page |
ARTICLE 5COMMITTEES
5.1 Committees:
The Board may designate Committees as may be necessary and appropriate to perform specific functions and make suggestions and recommendations to the Board. The Committees may include members who are not Directors. The Committee will have and may exercise only those powers conferred upon it by the Board. No Committee will have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint, or remove any Director or committee member; (c) amend the Articles of Incorporation. Each Committee Chair will keep the Board informed of the committees progress and plans, and submit minutes of their meetings to the Board Chair.
5.2 Resignation or Removal:
Any member of any Committee may resign at any time by delivering a written notice of resignation to the Chair or designated officer, or by giving written or oral notice at the Committee Meeting. The resignation will take effect at the time specified or at the time notice is given to the Board. The Board may remove any member of any Committee elected or appointed by the Board, given a resolution adopted by a majority of the Directors on the Board.| Top of Page |
ARTICLE 6OFFICERS
6.1 Number and Qualifications:
The Officers of FCC-Chicago will be Chair, Vice-Chair, Secretary and Treasurer. Each Officer will be elected by the Board. Any Officer may be assigned any additional title by the Board as the Board deems appropriate. Such officers must be duly elected Board Members.
6.2 Duties and Responsibilities Of Officers:
6.2.1 Chair:
The Chair will be the official representative of FCC-Chicago. The Chair will lead and direct the organization, preside at all meetings of the members and the Board, and call special meetings of the Members or the Board as needed. The Chair will prepare the agenda for each Board meeting with input from the Directors. The Chair will execute all documents as authorized by the Board. The Chair will serve as liaison with all affiliated groups, or appoint designated liaisons. In general, the Chair will perform all duties incident to the office of Chair and such other duties as are assigned by the Board.
6.2.2 Vice-Chair:
The Vice-Chair will assist the Chair in the overall supervision of FCC-Chicago. The Vice-Chair will assume the duties of the Chair during the absence or disability of the Chair. The Vice-Chair will perform such other duties as may be assigned by the Chair or the Board.
6.2.3 Secretary:
The Secretary will maintain (a) copies of its current Articles of Incorporation and Bylaws; (b) minutes of the proceedings of Member, Board and Committee meetings; (c) records of the name and address of each Member, Director and Officer; (d) and any other records as may be necessary or advisable. The Secretary will (a) see that all notices are duly given in accordance with these Bylaws, and (b) record minutes of all Board, Annual and special meetings. In general, the Secretary will perform all duties incident to the office of Secretary and such other duties as may be assigned by the Chair or the Board. At the completion of the term of office, the Secretary will hand over all records to the successor.
6.2.4 Treasurer:
The Treasurer will (a) have charge and custody of, and be responsible for, all funds and financial records of FCC-Chicago; (b) receive and give receipts for moneys due and payable to the organization; (c) deposit all funds, or receive a record of deposits, on behalf of FCC-Chicago; (d) prepare any annual budget for approval by the Board. All non-budgeted expenses in excess of $100.00 must be approved by the Board before expenditure. All checks will be prepared by the Treasurer and have the capacity for two signatories, the Treasurer and a designated Board member. All donations and distributions must be approved by a majority of the Board prior to payment. In general, the Treasurer will perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Chair or the Board. At the completion of the term of office, the Treasurer will hand over all financial records and reports to the successor.| Top of Page |
ARTICLE 7ADMINISTRATIVE PROVISIONS
7.1 Books and Records:
FCC-Chicago will keep and maintain copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of Member, Board and Committee meetings; records of the name, address and membership class of each Member, Director and Officer; and any other records as may be necessary or advisable. All books and records of the organization will be open at any reasonable time for inspection by any Member, when the reason for inspection is related to membership interest. Copies of the Articles and Bylaws will be free to Members.
7.2 Membership Lists:
Membership lists or mailing lists maintained by FCC-Chicago may not be distributed, sold, or shared with any other group or organization without the approval of the Board. A Member may not use Member lists or mailing lists to solicit other Members for personal gain. Appropriate action may be taken for violation of these provisions, including but not limited to, forfeiture of membership.
7.3 Fiscal Year:
The fiscal year of FCC-Chicago will be the twelve months beginning June 1st and ending May 31st.
7.4 Rules of Procedure:
When a procedural conflict arises, the conflict will be resolved by reference to the most recent edition of RobertÕs Rules of Order on Parliamentary Procedure. These Bylaws will prevail in the event that such Rules and these Bylaws conflict.
7.5 Publications:
The appropriate committee chair and the Board Chair or designated Board Member must review FCC-Chicago press releases before distribution to the media. a two-thirds (2/3) majority vote of the Board must approve any press release. Any other FCC-Chicago information, materials, distributions or presentations must be reviewed and approved by the appropriate committee and either the Chair, Vice-Chair or designated Board Member.
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ARTICLE 8AMENDMENTS
All or part of these Bylaws may be amended or
altered by the affirmative vote of a
two-thirds (2/3) majority of Board members at any Board meeting. Notice of the proposed amendments will be given at least twenty-one (21) days prior to the meeting at which such action is proposed.
ARTICLE 9DISSOLUTION
FCC-Chicago will use its funds to accomplish the purpose of the organization as stated in Article 2 of these Bylaws. In the event of dissolution, the remaining assets of FCC-Chicago will be distributed by the Board of Directors in keeping with the purposes for which the organization was formed. Distribution of assets will be limited to non-profit organizations.
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