ROCKFAST LTD: NOT-FOR-PROFIT CORPORATION BYLAWS
It is the vision of RockFast Ltd. to improve the community good by attracting businesses and providing training to lessen neighborhood tensions and improve the quality of living in Rockford, Illinois.
It is the mission of RockFast Ltd. to invest and invigorate neighborhood development in economically depressed areas of Rockford, Illinois, by providing a business incubator center that includes an employment center and training facility integrated into one west-side neighborhood site. This mission represents a partnership that aims to combat the burdens of unemployment and economically depressed neighborhoods in Rockford, Illinois.
Article 1: Name.
The name of the corporation shall be Rockfast Ltd., an Illinois not-for-profit corporation.
Article 2: Purposes.
The purposes of the corporation are to operate exclusively for charitable, scientific and/or educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code, as amended, in the course of which operation:
(A) No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its directors, officers or other private persons except that the corporation shall, except as otherwise provided in these bylaws, be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein;
(B) No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
(C) Notwithstanding any other provisions of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law);
and in furtherance thereof:
(a) to receive and accept cash contributions, property and bequests to be administered under these bylaws and the Articles of Incorporation for charitable purposes;
(b) the making of distributions of income or principal in accordance with the terms of gifts, bequests, or devises to the corporation not inconsistent with the purposes expressed in these bylaws and the Articles of Incorporation or in accordance with determinations by the Board of Directors pursuant to these bylaws and the Articles of Incorporation;
(c) to own, lease, donate or otherwise deal with all property, real and personal, to be used in furtherance of these purposes;
(d) to contract with other organizations, for-profit and not-for-profit, with individuals, and with governmental agencies in furtherance of these purposes.
(D) Distribution Upon Dissolution. Upon termination or dissolution of RockFast Ltd., any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute), which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. The organization to receive the assets of RockFast Ltd. hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against RockFast Ltd., by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Illinois. In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the RockFast Ltd., then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Illinois to be added to the general fund.
Article 3: Corporate Offices.
The corporation shall have and continuously maintain in Illinois a registered office and a registered agent whose office address is identical with such registered office, and may have other offices within or outside of the state of Illinois as the board of directors may determine.
Article 4: Memberships and Contributions.
(A) Membership is open to all individuals and organizations subscribing to the above purposes.
(B) Each member is NOT entitled to a vote at organizational meetings.
(C) Categories of membership and related contributions are established by the board of directors and are payable annually.
Article 5: Officers and Directors.
Section 5.1: Powers.
The board of directors shall manage the affairs of the corporation, shall exercise its powers, and shall control its property. The board alone shall determine compliance with the corporation's stated purposes and shall have the power and authority to do and perform all acts or functions not inconsistent with these bylaws or the corporation's Articles of Incorporation.
Section 5.2: Classes and Terms.
The board of directors of the corporation shall consist of no less than five (5) and no more than ten (10) members. Those elected as directors shall be divided into two approximately equal classes to create staggered terms of two years each. At all annual elections thereafter, directors elected to fill expired terms shall be elected for a term of two years.
Section 5.3: Elections.
The directors whose terms expire shall be elected by the board of directors at its annual meeting. New directors shall be elected by the majority vote of all the remaining directors at any regular or special meeting.
Section 5.4: Compensation.
(A) Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
(B) Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
Section 5.5: Removal of Directors.
A director may be removed by two-thirds vote of the board of directors then in office, if:
(a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve-month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president, OR;
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss his/her case and is given the opportunity to be heard at a meeting of the board.
Section 5.6: Vacancies.
The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director, or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.
Section 5.7. Voting.
Each director shall have one vote on any matter submitted to the board of directors.
Section 5.8. Advisors to the Board.
The board of directors may designate non-voting advisors to the board, who shall be entitled to notice of and to attend all meetings of the board, who may express their views, but who shall not be entitled to vote, or attend executive sessions of the board unless invited to do so by a majority vote of the board of directors.
Section 5.9. Board of Directors Meetings.
(a) Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon five (5) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with Illinois law.
Section 5.10. Quorum.
For the purposes of board decision making, a quorum shall be defined as 50% of the current number of board members. A quorum is required for board action on budgetary/financial matters and for action on board/Friends policies. If a quorum is not present but action must be taken, absent board members may cast their vote by phone or email. If less than a majority of the directors are present, a majority of the
directors present may adjourn the meeting to another time without further notice. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board
unless otherwise required by applicable law, the Articles of Incorporation, or these bylaws.
Section 5.11. Informal Action.
Any action required to be taken at a meeting of directors of the corporation, or any other action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors.
Section 5.12. Honorary Directors.
The board of directors may designate honorary directors, individuals the corporation wishes to honor because of their support of the mission and program of the corporation. If requested, an honorary director shall be entitled to notice of and to attend all meetings of the board, may express their views, but shall not be entitled to vote, or attend executive sessions of the board. Honorary directors shall not be counted for purposes of determining the number of directors then serving pursuant to these bylaws nor shall they be considered for purposes of determining whether or not there is a quorum at a meeting, nor shall they be considered as directors for purposes of determining whether a committee may exercise the authority of the board independently.
Article 6. Officers of the Corporation.
Section 6.1. Officers.
The officers of the corporation shall consist of president, vice president, secretary and treasurer. The board of directors may also elect other officers as it may deem necessary. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person.
Section 6.2. Election and Term of Office.
The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his death or until (s)he shall resign or shall have been removed in the manner hereinafter provided. Any officer may resign at any time by giving written notice of his/her resignation to the board of directors, president or secretary. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Election of an officer shall not of itself create contract rights.
Section 6.3. Compensation.
Officers shall receive no compensation in accordance with the Internal Revenue Code and corresponding state statutes.
Section 6.4. Removal.
Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 6.5. President.
The president shall be the principal officer of the corporation. Subject to the direction and control of the board of directors, (s)he shall be in charge of the business and affairs of the corporation; (s)he shall see that the resolutions and directives of the board of directors are carried into effect, except when that responsibility is assigned to some other person by the board of directors; and, in general, (s)he shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors. (S)he shall preside at all meetings of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these bylaws, (s)he may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and (s)he may accomplish such execution either under or without the seal of the corporation, and either individually or with any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument.
Section 6.6. Vice President.
The vice president shall assist the president in the discharge of his or her duties as the president may direct, and shall perform such other duties as from time to time may be assigned to him or her by the president or the board of directors. In the absence of the president, or in the event of his or her inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the president. Except when the authority to execute is expressly delegated to another officer or agent of the corporation, or a different mode of execution is expressly prescribed by the board of directors, or by these bylaws, the vice-president may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and (s)he may accomplish such execution either under or without the seal of the corporation, and either individually or with any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. The vice president shall be custodian of the corporate records and the seal of the corporation, should one exist.
Section 6.7. Treasurer.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
Section 6.8. Secretary.
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
Article 7. Committees.
Section 7.1. Committee Formation.
The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board Chair appoints all committee chairs.
Section 7.2 Executive Committee.
The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 7.3 Finance Committee.
The treasurer is the chair of the Finance Committee, which includes three other board members.
The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.
Section 7.4. Committee Procedures.
Each committee shall record minutes of its deliberations, recommendations and conclusions. Reasonable notice of the meetings of any committee shall be given to the members thereof and to the president, who shall have the right to attend and participate in the deliberations of the committee. A waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving notice. The president or the committee chairman may invite to any committee meeting such individuals as they may select who may be helpful to the deliberations of the committee. A majority of the members of each committee shall constitute a quorum for the transaction of business and the act of a majority of the members of any committee present at a meeting at which a quorum is present shall be the action of the committee. Directors or non-director committee members may participate in and act at any meeting of a committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Any action that may be taken at a committee meeting may be taken without a committee meeting if a unanimous written consent is executed as required by the Illinois Not-For-Profit Corporation Act.
Article 8. Fiscal Matters
Section 8.1. Budgets.
Upon request of two or more members of the board of directors, the board of directors of the corporation shall prepare or have prepared the annual operating budget of the corporation.
Section 8.2. Fiscal Year.
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
Section 8.3. Contracts.
The president and her or his express designees shall be authorized to execute contracts on behalf of the corporation. In addition, the board may authorize other officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.
Section 8.4. Loans.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board. No loan shall be granted to an officer or director of the corporation.
Section 8.5. Gifts.
The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the corporation. Donors may make contributions for specified purposes and such funds shall be held and disbursed by the treasurer so long as the specified purpose is approved by the board and is consistent with the mission of the corporation. If it is determined by the board that the application of the contribution to the specified purpose is unnecessary, illegal or impractical and such funds cannot be returned to the donor, the said funds shall be dispersed in a manner that best carries out the intentions of the donor.
Section 8.6. 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 depositories as the board may select.
Section 8.7. 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 or to 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 directors.
Section 8.8. Maintenance of Records.
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors, and committees having any of the authority of the board of directors. All books and records of the corporation may be inspected by any director for any proper purpose at any reasonable time. Document retention policies may be adopted by majority resolution of the board of directors.
Article 9. Conflicts of Interest.
Section 9.1. Conflicts of Interest Policy.
The board of directors shall adopt by resolution a policy of the corporation and a mechanism for requiring disclosure of all conflicts of interest.
Section 9.2. Disclosure.
In any transaction where a conflict of interest is believed to exist, the material facts of the transaction and the interest or relationship of any director shall be disclosed to the board or a committee consisting entirely of directors. The board or a committee authorized must approve or ratify the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum.
Section 9.3. Voting.
When the board of directors or a committee of the board takes action on a transaction, any director who is directly or indirectly a party to the transaction with the corporation or any director who is otherwise not disinterested may not be counted in determining whether or not the action was passed by the necessary majority.
Section 9.4. Interested Directors.
For purposes of these bylaws, a director is indirectly a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director or general partner.
Article 10. Indemnification
Section 10.1. Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
Section 10.2. Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
Section 10.3. Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
Section 10.4. Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with Illinois Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
Article 11. Financial Transparency and Accountability with the General Public
Section 11.1. Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, RockFast Ltd. practices and encourages transparency and accountability to the general public.
This policy will:
indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public;
indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public; and
specify the procedures whereby the open/closed status of documents and materials can be altered.
The details of this policy are included in sections 11.2-6.
Section 11.2. Financial and IRS documents (Form 1023 and Form 990).
RockFast Ltd. shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, conflict of interest policy, and financial statements to the general public for inspection free of charge.
Section 11.3. Means and Conditions of Disclosure.
RockFast Ltd. shall make “widely available” the aforementioned documents to be viewed and inspected by the general public.
RockFast Ltd. shall not charge a fee for downloading the information.Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
RockFast Ltd. shall inform anyone requesting the information where this information can be found. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
Section 11.4. IRS Annual Information Returns (Form 990).
RockFast Ltd. shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall, upon request by any individual director, be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
Section 11.5. Staff Records.
(a) All staff records shall be available for consultation by the staff member concerned or by their legal representatives.
(b) No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.
(c) Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that staff records shall be made available to the board when requested.
Section 11.6. Donor Records.
(a) All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.
(b) No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
(b) Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that donor records shall be made available to the board when requested.
Article 12. Codes of Ethics and Whistleblower Policy
Section 12.01. Purpose.
RockFast Ltd. requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of RockFast Ltd. to adhere to all laws and regulations that apply to the corporation, and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
Section 12.02. Reporting Violations.
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of RockFast Ltd. is in violation of law, a written complaint must be filed by that person with the vice president or the board president.
Section 12.03. Acting in Good Faith.
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and that prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
Section 12.04. Retaliation.
Said person is protected from retaliation only if (s)he brings the alleged unlawful activity, policy, or practice to the attention of RockFast Ltd., and provides the company a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement. RockFast Ltd. shall not retaliate against any director, officer, staff or employee who, in good faith, has made a protest or raised a complaint against some practice either of RockFast Ltd. or of another individual or entity with whom RockFast Ltd has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
Section 12.05. Confidentiality.
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Section 12.06. Handling of Reported Violations.
The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.
Article 13. Miscellaneous.
Section 13.1. Waiver of Notice.
Whenever any notice is required to be given by these bylaws or any of the corporate laws of the State of Illinois such notice may be waived in writing, signed by the person or persons entitled to said notice, whether before, at, or after the time stated herein, or before, at, or after the meeting.
Section 13.2. Non-Discrimination.
The corporation recognizes the rights of all persons to equal opportunity in employment, compensation, promotion, education, positions of leadership and power, and shall not at any time discriminate against any employee, applicant for employment, director, officer, contractor or any other person with whom it deals, because of race, creed, color, handicap, sex, national origin, sexual orientation or age.
Article 14. Amendment
These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements. Upon approval, amendments should be attached to the official copy of these bylaws, dated and signed by the secretary upon the amendment’s ratification.