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BY-LAWS OF THE STELLE GROUP ARTICLE I – OFFICES The registered
office of the corporation as required by the General Not For Profit
Corporation Act of Illinois may be, but need not be, identical with the
principal office in the State of ARTICLE II – MEMBERS SECTION 1. QUALIFICATION FOR MEMBERSHIP. Qualifications, prerequisites and
conditions for membership will be fixed by the board of trustees. Men and
women at least twenty-one years old irrespective of race or national origin
shall be considered as candidates for membership. SECTION 2. DUTIES OF MEMBERS. It shall be incumbent upon all members, individually and
collectively, to accept the lawful decisions of the majority membership and
to uphold the high principles of The Stelle Group set forth by the book THE
ULTIMATE FRONTIER. Failure to actively participate in the affairs of the
organization or failure to vote will be deemed sufficient cause for expulsion
from membership. SECTION 3. VOTING PRIVILEGES. Each member shall be granted one vote upon satisfactory
fulfillment of the requirements for membership. SECTION 4. DUES AND ASSESSMENTS. Initiation fees, if any, will be fixed
by the board of trustees, but it will not be within the power of the board of
trustees to levy assessments upon the membership. Proposals for assessment
must be referred to the membership-at-large by the board of trustees
whereupon a majority vote of the total membership will be required for
passage of assessments. There will be no payment or collection of dues,
regular or special, at any time. SECTION 5. EXPULSION FROM MEMBERSHIP. Any member, including trustees, may be
expelled from membership in The Stelle Group for due cause. The power of expulsion
shall reside solely in the board of trustees. A member charged with cause for
expulsion is guaranteed the right to a fair hearing before the board of
trustees; and if said member does not accept the majority judgment of the
board of trustees, and if he so requests, he must be granted a review of his
case before an independent panel of his peers whose majority decision shall
be binding upon the board of trustees. The panel will consist of seven
members drawn by lot and a chairman-without-vote assigned from the board of
trustees. SECTION 6. RIGHTS OF PETITION AND CRITICISM. Any member of the organization may propose
changes in the by-laws, and the board of trustees must grant hearing to all
such proposals. The right of any member to publicly criticize with impunity
the policies, decisions and government of the board of trustees is
guaranteed. ARTICLE
III – TRUSTEES SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by its board of trustees. SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of trustees shall be no less
than three or more than thirteen. Each trustee shall hold office for a term
of two years unless removed from trusteeship or until his successor shall
have been elected and qualified. There shall be no limit placed on the number
of terms a member may serve as trustee. Trustees need not be residents of SECTION 3. MEETINGS. Meetings
may be called by the president of the board of trustees or by any two
trustees, and at least ten days notice of the time and place of a meeting
must be given to all trustees by the secretary of the board of trustees. A
regular annual meeting must be called by the president sometime during the
last week of February. SECTION 4. QUORUM. A
two-thirds majority of the board of trustees constitute a quorum for
transaction of business at any meeting of the board of trustees provided the
lawful, elected president of the board of trustees presides. The acts of the
majority of the trustees present at a meeting at which a quorum is fulfilled
shall be the acts of the board of trustees. SECTION 5. ELECTION OF TRUSTEES. Any member of The Stelle Group may declare
himself candidate for trustee, and it is the responsibility of the board of
trustees that the names of all candidates be made available to the entire
electorate. Election of Trustees is done by majority vote of Members voting.
Elections will be held during the first Tuesday of the month of April every
alternate year beginning 1964. SECTION 6. VACANCIES. Any
vacancy occurring in the board of trustees need not be filled until the next
regular election provided the minimum number of trustees remains. Vacancies
may be filled by presidential appointment from among the general membership. SECTION 7. REMOVAL OF TRUSTEES. Trustees do not have the power to
impeach a fellow trustee except as Section 5, Article II applies to expulsion
from membership. Removal from Trusteeship without loss of membership lies
within the power of the voting membership and their rights of petition and
criticism. SECTION 8. COMPENSATION. By resolution of the board of trustees, the trustees may be paid
a stated salary as trustees and may be paid their expenses arising from the
performance of their offices. Salary increases must defer until the next
term. ARTICLE IV
– OFFICERS SECTION 1. NUMBER. The
officers of the corporation shall be four: a president, a vice-president, a
treasurer, and a secretary. Any two or more offices may be held by the same
person. SECTION 2. ELECTION AND TERM OF OFFICE. The first official board meeting of newly
elected and/or re-elected trustees following the biennial election of
trustees shall be the occasion of the election or appointment of officers and
their installation. There shall be no limitation upon the number of times an
officer may serve in the same capacity, and each officer shall hold office
until his successor shall have been duly elected and installed or until his
death, resignation or removal. The president and vice-president must be
elected by the board of trustees, from among their own number, whereas the
treasurer and secretary need not necessarily be trustees but can be appointed
from among the general membership. SECTION 3. REMOVAL. Any
officer or agent appointed or elected by the board of trustees may be removed
by the board of trustees whenever in its judgment the best interests of the
corporation would be served thereby. Any officer charged with cause for
removal has the right of a fair hearing before the board of trustees. SECTION 4. VACANCIES. A
vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the board of trustees for the unexpired
portion of the normal term. SECTION 5. THE PRESIDENT. The president shall be the principal executive officer of the
corporation as well as the chairman of the board of trustees, and he shall in
general supervise and control all the business and affairs of the
corporation. He shall preside at all meetings of the board of trustees, and
no acts of the board of trustees shall be lawful unless he so presides. He
may sign singly, or with any other proper officer of the corporation
thereunto authorized by the board of trustees, any deeds, mortgages,
contracts or other instruments which the board of trustees has authorized to
be executed. He shall in general perform all duties incident to the office of
president and execute the will of the board of trustees as they may prescribe
from time to time. SECTION 6. THE VICE-PRESIDENT. The vice-president shall perform such duties as from time to
time may be assigned to him by the president or by the board of trustees. In
the event of the absence of the president, the vice-president shall perform
the executive functions of the president, but he may not preside at meetings
of the board of trustees unless so authorized by the president in writing. If
the president is unwilling or unable to act or to authorize the
vice-president to function as chairman of the board of trustees, the board of
trustees may remove the president from office without his consent or presence
being required for the legality of the act by the board of trustees. The
board of trustees may then immediately appoint or elect another of their
number as president and thus resume their business. SECTION 7. THE TREASURER. If required by the board of trustees, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the board of trustees shall determine. He shall: (a) have
charge and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the
name of the corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of Article V of these
by-laws; (b) in general perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him
by the president or by the board of trustees. SECTION 8. THE SECRETARY. The secretary shall: (a) keep the minutes of the meetings of the
board of trustees in one or more books provided for that purpose, (b) see
that all notices are duly given in accordance with the provisions of these
by-laws, (c) be custodian of the corporate records and of the seal of the
corporation and (d) in general perform all duties incident to the office of
secretary and other such duties as from time to time may be assigned to him
by the president or by the board of trustees. SECTION 9. SALARIES. The
salaries of the officers shall be fixed from time to time by the board of
trustees. ARTICLE V – CONTRACTS, LOANS, CHECKS
AND DEPOSITS SECTION 1. CONTRACTS. The
board of trustees may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or
confined to specific instances. SECTION 2. LOANS. No
loans shall be contracted on behalf of the corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the board of trustees. Such authority may be general or confined to specific
instances. SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be determined
by resolution of the board of trustees. SECTION 4. DEPOSITS. All
funds of the corporation not otherwise employed shall be deposited from time
to time to the credit of the corporation in such banks, trust companies or
other depositaries as the board of trustees may select. ARTICLE VI – FISCAL YEAR The fiscal year of
the corporation shall begin on the first day of January and end on the last
day of December in each year. ARTICLE VII – SEAL The board of trustees shall provide a corporate seal
which shall be in the form of a circle and shall have inscribed thereon the
name of the corporation and the words, “Corporate Seal, ARTICLE VIII – AMENDMENTS These by-laws may be
altered, amended or repealed and new by-laws may be adopted by a majority
vote of the total membership. |
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