article IV - Board of Directors

Section 1. Number, Term of Office and Vacancies

The Board of Directors shall consist of the officers of the Foundation.  The property, funds and affairs of the Foundation shall be managed and controlled by a Board of Directors consisting of three (3) individuals who are members.  The Directors shall be elected at the annual meeting of the members of the Foundation and shall serve for a term of one (1) year or until their successors are duly elected and qualified.  If the office of any Director becomes vacant by reason of death, resignation, expulsion, disqualification or inability to act, the remaining Directors may elect a successor who shall hold office for the unexpired term and until his successor shall have been elected and shall have qualified.

Section 2. Powers

The Board of Directors shall have the power and authority to receive gifts, legacies, and donations on behalf of the Foundation and to make gifts and donations on behalf of the Foundation and to make gifts and donations of capital as well as of income in pursuance of the objects and purposes of the Foundation.  In addition, the Board of Directors shall have the right, power and authority to exercise all the powers and to do all the acts and things which may be exercised or done by the Foundation, but subject, nevertheless, to the statutes of the State of Illinois, to the provisions of the Articles of Incorporation, and to the By-Laws of the Foundation.

Section 3. Regular Meetings

The Board of Directors shall meet each year immediately after the adjournment of the meeting of the members of the Foundation for the purpose of electing the officers of the Foundation for the purpose of electing the officers of the Foundation for the respective ensuing terms of office and to transact any corporate business which may properly come before the meeting.  No notice of such meeting shall be necessary.  Other regular meetings of the Board of Directors shall be held from time to time as the Board of Directors may by resolution determine.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Directors. 

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or mailed to each Director, or by telegram.  Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting 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.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 

Section 6. Place of Meetings

All meetings of the Board of Directors shall be held at the registered office of the Foundation except that the Board of Directors may, as it may from time to time by resolution determine, hold its meetings, regular or special, at any place within or without the State of Illinois, and may at such meetings transact any and all business.

Section 7. Quorum

A majority of the Directors shall be necessary to constitute a quorum for the transaction of business at any meeting.

Section 8. Informal Action

Except as in this Section provided, the Board of Directors shall act and shall have the capacity to act only as a Board.  Nevertheless, any action taken pursuant to a prior authorization or confirmed and approved by subsequent ratification in writing, whether of record in the corporate record book or otherwise, signed by all of the Directors, shall have and shall be deemed to have the same force and effect as if such action shall have been taken in or pursuant to a resolution adopted in a regularly called or constituted meeting of the Board of Directors.