ARTICLE IV: BOARD OF DIRECTORS

Section 4.01 Powers and Number. The affairs and property of the Corporation shall be managed by or under the direction of the Board subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein. The number
of directors shall be at least three (3) but no more than seven (7). Within the specified limits, the numbers of directors can be increased or decreased from time to time, by resolution of the Board, but such action by the Board shall require a vote of a majority of the Entire Board and no decrease shall shorten the term of any director then in office. As used in these by-laws, the term “Entire Board” shall mean the total number of directors entitled to vote which the Corporation would have if there were no vacancies on the Board. 

Section 4.02 Election and Term of Office. The initial directors shall be the persons named in the Articles of Incorporation and shall serve until the first annual meeting of the Board. Thereafter, to become a director, a person shall be nominated by a director and elected by a majority of the Board. Directors shall hold office for a term of one (1) year and each shall serve for such term and until the election and qualification of a successor, or until such director’s death, resignation, or removal. Directors may be elected to any number of consecutive terms.

Section 4.03 Qualifications for Directors. Each director shall be at least 18 years of age and shall be ready, willing and able to attend meetings and participate in and lead efforts to help the Corporation achieve the Purposes.

Section 4.04 Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the authorized number of directors, and vacancies occurring for any reason, including any vacancy occurring by reason of the death, resignation, or removal of a director, may be filled at any meeting of the Board by the vote of the majority of the directors then in office, although less than a quorum, or by a sole remaining director. Each director elected or appointed to fill a vacancy in an unexpired term shall serve until the end of the unexpired term or such longer a term determined by the Board at the time of his or her election or appointment.

Section 4.05 Removal. Any director may be removed at any time for cause at a regular or special meeting called for that purpose by a majority of the Entire Board.

Section 4.06 Resignation. Any director may resign from the Board at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board or such officer. The acceptance of such resignation shall not be necessary to make it effective. No resignations shall discharge any accrued obligation or duty of a director.

Section 4.07 Meetings. The annual meeting and regular meetings of the Board shall be held at such times and places as may from time to time be fixed by the Board or may be specified in a notice of meeting. Special meetings of the Board may be held at any time upon the call of
the President or any director upon the written demand of not less than one-third of the Entire Board, in each case at such time and place as shall be fixed by the person or persons calling the meeting, as specified in the notice thereof.

Section 4.08 Notice of Meetings. Notice of a meeting may be sent by mail, telephone, courier service, electronic mail or hand delivery, directed to each director at their address or contact information as it appears on the records of the President. Such notice shall state the time and place where the meeting is to be held and to the extent possible, the purpose(s) for which the meeting is called. Notice shall be deemed to have been given when sent, and if by mail, when deposited in the United States mail with prepaid postage thereon. Notice of any regular meeting for which the time and place is not fixed by the Board must be given to each director not less than fourteen (14) days before such meeting. Notice of a special meeting of the Board to remove a director in accordance with 805 ILCS 105/108.35(b) must be given to each director not less than twenty (20) days before such meeting. Notice of a special meeting of the Board other than as described in the preceding sentence must be given to each director not less than seven (7) days before such meeting, provided, however, that notice of special meetings to discuss matters requiring prompt action may be given no less than forty-eight hours before the time at which such meeting is to be held if given personally, by telephone or by electronic mail, unless the meeting relates to an emergency which must be resolved within forty-eight hours, in which case notice shall be given as promptly as possible. Notice of a regular or special meeting need not be given to a director who submits a signed waiver of notice before or at the meeting’s commencement, or who attends the meeting without protesting (not later than the
commencement of the meeting) the lack of notice to such director.

Section 4.09 Quorum. At each meeting of the Board, except as otherwise provided by law, the articles of incorporation, or these by-laws, the presence of a majority of the Entire Board shall constitute a quorum for the transaction of business or any specified item of business. If a quorum is not present at any meeting of the Board, a majority of the directors present may adjourn the meeting to another time without notice other than by announcement at the meeting, until such a quorum is present, except that notice of such adjournment shall be given to any directors who were not present at the time of the adjournment.

Section 4.10 Action by the Board. Except as otherwise provided by law, the articles of incorporation, or these by-laws, the vote of a majority of the directors present at the time of a vote, if a quorum is present at such time, shall be the act of the Board.

Section 4.11 Meeting by Remote Communication. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, video conference, or similar communications equipment. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each director can participate in all matters before the board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the board or committee.

Section 4.12 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the board or committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. The resolution and written consents thereto by the members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or such committee.

Section 4.13 Compensation. The Corporation shall not pay compensation to directors or officers for services rendered to the Corporation in their capacity as directors or officers, except that either may be reimbursed for reasonable out-of-pocket expenses incurred in the performance of their duties to the Corporation.