32 KiB
BY-LAWS OF
REVOLUTION WORKING
ARTICLE I
CORPORATE NAME AND PURPOSES; OFFICES AND REGISTERED AGENT
Section 1.1 Corporate Name. The name of the corporation as incorporated and existing under and by virtue of the Illinois General Not for Profit Corporation Act of 1986, as amended ("the Act") shall be Revolution Working (the "Corporation"). The Corporation shall have powers as are now or as may hereafter be granted by the Act.
Section 1.2 Purpose. The Corporation is organized exclusively for such charitable and educational purposes as will qualify it as an exempt organization under Section 501 (c)(3 ) of the Internal Revenue Code of 1 986, as amended (the "Code"), or any corresponding section of any future federal tax code. The specific purposes for which the Corporation is formed are charitable and educational purposes within the meaning of Section 501 (c)(3 ) of the Code, including, but not limited to the provision of education, job-training, and career assistance to low-income individuals, the provision of economic development in low-income communitiesL the promotion and support, financial and otherwise, of such education and economic development activitiesL the creation and preservation of jobs in low-income communities through economic development and educationL and the partnering with other organizations in the promotion and furtherance of these purposes.
Section 1.3 Powers. The Corporation shall have and exercise all rights and powers conferred on corporations under the Act, provided, however, that the Corporation is not empowered to engage in any activity which in itself is not in furtherance of its purposes and limitations as set forth in this Article I.
Section 1.4 Limitations. Notwithstanding any other provisions of these By-Laws (the "By-Laws"), the following rules shall conclusively bind the Corporation and all persons acting for or on behalf of itP
(A) No part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to, any director of the Corporation, officer of the Corporation, or any other private individual (except that reasonable compensation may be paid for services
rendered to or for the Corporation affecting one or more of its purposes). No director,
officer, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation.
(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 publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
(C) The Corporation shall not conduct or carry on any activities not permitted to be
conducted or carried on by an organization exempt from taxation under Section 501 (c)(3 )
of the Code and its regulations as they now exist or as they may hereafter be amended, or
by an organiization, contributions to which are deductible under Section 1 70(c)(2) of the Code and regulations as they now exist or as they may hereafter be amended.
Section 1.5 Principal Office. The Corporation shall have and continuously maintain a principal office at such location in the S tate of Illinois as may be determined by the
Corporation( s Board of Directors. The Corporation( initial principal office shall be at 341 0 W Lake S treet, Chicago, IL 60624.
Section 1.6 Registered Office and Agent. The Corporation shall have and maintain a
registered office and agent in the S tate of Illinois in accordance with the requirements of the act. The registered office may, but need not, be identical with the principal office of the Corporation.
ARTICLE II MEMBERS
Section 2. 1 Designation. The Corporation shall have no members, as such. For all
purposes of Illinois law, the directors of the Corporation shall exercise all powers of members.
ARTICLE III DIRECTORS
Section 3.1 General Powers. Except as otherwise expressly herein provided or as
otherwise provided by law, the property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors (the "Board of Directors"), which shall be the
governing body of the Corporation. The Board of Directors may exercise all the powers, rights, and privileges of the Corporation, whether expressed or implied in the Articles of Incorporation
or conferred by the Act or otherwise, and may do all acts and things which may be done by the Corporation. Each director shall be entitled to one full vote on each matter.
Section 3.2 Number and Qualifications. The Corporation( s Board of Directors shall be composed of three (3 ) to thirteen (1 3 ) directors. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. An individual need not be a resident of Illinois or a citiizen of the United S tates to hold the position of director.
Section 3.3 Election and Term of Office. Directors shall be elected at the annual meeting
of the Board of Directors. The term of office of each director shall be until the next annual
meeting. Directors shall hold office until the expiration of the term for which he or she is elected and until his or her successor has been elected or until his or her death, resignation, or removal.
Directors may serve successive terms.
Section 3.4 Resignation and Removal. Any director may resign by written notice
delivered to the Board of Directors or to the Chair or Secretary of the Corporation. A resignation is effective when the notice is delivered, unless the notice specifies a future date. The pending vacancy may be filled pursuant to Section 3.1 1 before the effective date. Any director may be
removed, with or without cause, by the affirmative vote of a majority of the directors then in
office.
Section 3 5 Annual Meeting of Directors An annual meeting of the Board of Directors shall be held at a time and place set forth in a resolution duly adopted by the Board of Directors and without other notice than such resolution Failure to hold an annual meeting at the designated time and place shall not work a forfeiture or dissolution of the Corporation
Section 3 6 Regular and Special Meetings of Directors The Board of Directors may providel by resolutionl the time and placel for the holding of regular meetings Special meetings of the Board of Directors may be called at any time by or at the request of the Chair or any two directors The time and place of special meetings shall be at such a time and in such a place as may be designated by the person(s) calling the meeting
Section 3 7 Notice Notice of any regular or special meetings of the Board of Directors shall be given at least five business days previous thereto by written notice to each director at such address or email address as he or she may have advised the Secretary of the Corporation to use for such purposel except that no special meeting of the Board of Directors may remove a director unless written notice of the proposed removal is delivered to all directors at least twenty
(20) days prior to such meeting If deliveredl such notice shall be deemed to be given when delivered If mailedl such notice shall be deemed to be given two business days after deposit in the United S tates mail so addressedl with postage thereon prepaid A waiver of notice in writing signed by the director entitled to such noticel whether before or after the time stated thereinl shall be deemed equivalent to the giving of such notice Attendance at any meeting shall constitute waiver of notice thereof unless the person attends the meeting for the express purpose of objecting to the transaction of affairs of the Corporation at the meeting because the meeting is not lawfully called or convened Neither the affairs to be conducted atl nor the purpose ofl any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting In the case of a special meeting or when otherwise required by law or these By-laws including in the case of the removal of a directorl the purpose of the meeting shall be identified in the written notice
Section 3.8 Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Boardl provided that if less than a majority of the directors are present at said meetingl a majority of the directors present may adjourn the meeting to another time without further notice
Section 3 9 Informal Action by Directors Unless specifically prohibited by the Articles of Incorporation or these By-Lawsl any action required to be taken or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing or by electronic maill setting forth the action so takenl shall be signed or submitted by all of the directors entitled to vote with respect to the subject matter thereof Any consent may be signed in counterparts with the same force and effect as if all directors has signed the same copy All signed copies of any such written consent or copies of consent by electronic mail shall be delivered to the Secretary of the Corporation to be filed in the corporate records and a summary of such actions shall be duly noted in the minutes of the next meeting of the Board of Directors The action taken shall be effective when all the directors have signed the consent or approved by electronic mail unless the consent specifies a different effective date Any such consent signedl
or approved by electronic mail, by all of the directors shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of S tate.
Section 3..1 0 Manner of Acting. The affirmative votes of a majority of the directors
present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the affirmative vote of a greater number is required by law or these
By-Laws. No director may act by proxy on any matter.
Section 3..1.1 Vacancies. A vacancy in the Board of Directors occurring by reason of death, resignation, or removal of a director shall be filled, or a vacancy occurring because of an increase in the number of directors shall be filled, by vote of the Board of Directors at any regular or special meeting duly convened or by action of the remaining directors taken pursuant to Section .1 08.45 of the Act in lieu of such meeting. A director elected to fill the vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 3..1 2 Reimbursement and Compensation. The directors shall receive no compensation for their services as directors. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties, pursuant to such policies and procedures as may be adopted by the Board of Directors. A director may be paid for professional services rendered to the Corporation when approved in advance by the Board of Directors, and in compliance with the conflict of interest policy then in place.
Section 3..1 3 Organiization. At meetings of the Board of Directors, the Chair of the
Corporation, if he or she is a director and is present, shall act as the chairperson of the meeting. In the absence of the Chair, the Treasurer, if serving as a director and present, otherwise a person chosen by a majority vote of the directors present at the meeting, shall act as the chairperson of the meeting. The Secretary of the Corporation or, in the absence of the Secretary, a person appointed by the chairperson of the meeting, shall act as secretary of the meeting. The
chairperson of the meeting shall have the right to decide, without appeal, the order of business for such meeting and all procedural matters, including the right to limit discussion that is unreasonably cumulative, prolonged, or irrelevant.
Section 3..1 4 Presumption of Assent. A director who is present at a meeting of the Board
of Directors at which action on any matter is taken shall be presumed conclusively to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 3..1 5 Mode of Meetings. Unless specifically prohibited by the Articles of
Incorporation of the Corporation or these By-Laws, members of the Board of Directors or any other committee designated by the Board of Directors may participate and act at any meeting thereof through use of a conference telephone, live video stream, or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Participation in a meeting by such means shall constitute attendance and presence in person at the meeting of the person or persons so participating for all purposes, including fulfilling the requirements of Sections 3 r 6 and 3 r.r
ARTICLE IV OFFICERS
Section 4r.1 Designation and Qualificationsr The officers of the Corporation shall be a Chair, a Vice Chair, a Treasurer, a Secretary, and at the discretion of the Board of Directors, a President/CEO and other such officers as may be elected by the Board of Directorsr The Board of Directors shall elect such officers to serve for terms of one year and until their respective successors have been elected and qualifiedr Notwithstanding the foregoing, the President/CEO shall be hired and elected to serve under terms to be set at the discretion of the Board of Directorsr One person may serve as both the Treasurer and Secretary, or one person may serve as both the Treasurer and Vice Chair, or one person may serve as both the Secretary and Vice Chairr
Section 4r 2 Term of Office, Resignation, and Removalr Officers of the Corporation shall serve the Corporation until their respective successors shall have been elected and qualified8 provided, however, that the term of any officer may be terminated sooner by death, resignation, or removalr Notwithstanding the foregoing, the President/CEO may be removed at the discretion of the Board of Directors and a successor need not be electedr Any officer may be removed by the Board of Directors at any time, with or without cause, by a majority of the directors present at a meeting of the Board of Directors at which a quorum is presentr Any such removal shall be without prejudice to the contract rights, if any, of the person so removed, but election to office shall not itself create any contract rightsr
Section 4r 3 Vacanciesr A vacancy in any office, however arising, if filled, shall be filled for the unexpired portion of the term in the same manner as provided for election to the officer
Section 4r 4 Control by Board of Directorsr The powers and duties of officers of the Corporation as prescribed by this [Article IV]{.underline} or elsewhere in these By-Laws are subject to alteration or suspension by the Board of Directors, from time to time either in general or in specific instances or for specific purposes, all as set forth in a resolution of the Board of Directors effecting such alteration or suspensionr
Section 4r 5 Reimbursement and Compensationr The officers of the Corporation shall serve without compensation, except for the office of President/CEO which shall be a paid staff position entitled to reasonable compensation as approved by the Board of Directors and in compliance with the conflict of influence policy then in placer Officers may be reimbursed for reasonable expenses incurred in the performance of their duties, pursuant to such policies and procedures as may be adopted by the Board of Directorsr An officer may be paid for professional services rendered to the Corporation when approved in advance by the Board of Directors, and in compliance with the conflict of interest policy then in placer
Section 4r 6 Chairr The Chair shall preside at all meetings of the Board of Directorsr 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 By- Laws, the Chair, the Secretary or the President/CEO may execute for the Corporation such documents as needed for the conduct of the Corporation" s affairs in the ordinary course, as well as any deeds, mortgages, leases, bonds, contracts, checks, notes, or any other documents which the Board of Directors has authorized to be executed, and he or she may accomplish such execution without a seal of the Corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the document. At each meeting of the Board of Directors, the Chair shall submit such recommendations and information concerning the business, affairs and policies of the Corporation.
Section 4. 7 Vice Chair. The Vice Chair shall assist the Chair in the discharge of his or her duties as the Chair may direct and shall perform such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors. In the absence of the Chair or in the event of his or her inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair, until such time as a new Chair is elected. In the absence of the Chair, the Vice Chair shall preside at all meetings of the Board of Directors.
Section 4. 8 Treasurer. The Treasurer shall be the principal accounting and financial officer of the Corporation and in general, the powers and duties of the Treasurer shall be those incidental to the office of treasurer of a for-profit corporation and such other powers and duties as may be assigned to the Treasurer by the Board of Directors or by the Chair. Without limiting the generality of the foregoing by this specification, the Treasurer shall (a) have charge and be responsible for the maintenance of adequate books of account for the Corporation3 and (b) render such reports with respect to accounting and financial matters to the Chair and to the Board of Directors at such intervals as they may require.
Section 4. 9 Secretary. In general the powers and duties of the office of the Secretary shall be those ordinarily incidental to the office of secretary of a for-profit corporation and such other powers and duties as may be assigned to the Treasurer by the Board of Directors or by the Chair. Without limiting the generality of the foregoing by this specification, the Secretary shall
(a) attend all meetings of the Board of Directors, record the minutes of the meetings of the Board of Directors in one or more books provided for that purpose, and shall include in such books the actions by written consent of the Board of Directors3 (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law3 (c) be the custodian of the corporate records and certify the By-Laws, resolutions of the Board of Directors and any committees of the Board of Directors, and other documents of the Corporation as being true and correct copies thereof3 (d) keep a register of the post-office address of each director which shall be furnished to the Secretary by such director3 (e) sign with the Chair, or any other officer thereunto authorized by the Board of Directors, any contracts or other documents which the Board of Directors has authorized, and he or she may (without previous authorization by the Board of Directors) sign with such other officers as aforesaid such contracts and other documents as the conduct of the Corporation5s affairs in its ordinary course requires, in each case according
co che requtremencs of che form of che doeumencs exeepc when a dtfferenc mode of exeeucton ts expressly presertbed by che Board of Dtreecors or chese By Lawss and f) keep and ftle all reporcss scacemencss and ocher doeumencs requtred by laws exeepc where che ducy ts expressly tmposed on some ocher offteer or agencs
. eecton 4s.0s PrestdenctCEO+.ubjeec co che supervtston of che Board of Dtreecorss che PrestdenctCEO shall have general eharge and supervtston of che assecs and affatrs of che Corporactons The PrestdenctCEO shall see chac all orders and resoluctons of che Board of Dtreecors are earrted tnco effeecs /n addtcton co che Chatr and.eerecarys che PrestdenctCEO shall have che rtghcs subjeec co approval of che Board of Dtreecors chrough wrtccen resoluctons co exeeuce any deedss morcgagess leasess bondss eoncraecss eheekss nocess or ocher doeumencs whteh che Board of Dtreecors has auchortied co be exeeuceds and he or she may aeeompltsh sueh exeeucton wtchouc a seal of che Corporacton and etcher tndtvtdually or wtch che.eerecary or any ocher offteer chereunco auchortied by che Board of Dtreecorss aeeordtng co che requtremencs of che form of che doeumencs The PrestdenctCEO shall perform all ductes tnetdenc co che offtee of che PrestdenctCEOs and sueh ocher ductes as are from ctme co ctme asstgned co che PrestdenctCEO by che Board of Dtreecorss
ARTICLE V
STANDING AND SPECIAL COMMITTEES
. eecton 5 s.s Exeeuctve Commtccees The Board of Dtreecors hereby reserves che rtghc co ereace by approprtace Board resolucton an Exeeuctve Commtccee of che Board of Dtreecorss The Exeeuctve Commtccee shall be eomposed of sueh members as che Board of
Dtreecors tn tcs dtserecton decermtness The Exeeuctve Commtccee may be auchortied co aec wtch all che powers of che Corporacton tn eonduectng che ordtnary affatrs of che Corporacton exeepc chose powers and aecs prohtbtced by.eecton.0A s 40 e) of che Aecs
.eecton 5 s 2s Formactons The Board of Dtreecors mays by resoluctons ereace one or
more addtctonal scandtng or speetal eommtcceess eaeh of whteh shall eonstsc of sueh persons as che Board of Dtreecors appotncss Eaeh eommtccee shall have as a member ac leasc one dtreecor of che Corporactons The Chatr shall be a members ,x offcicos wtch voctng prtvtlegess of eaeh eommtccee ereaced pursuanc co chts [. eecton 5 s 2]{.underline}s
.eecton 5 s 3 s Powerss Eaeh eommtccee ereaced under [. eecton 5 s 2]{.underline} of chts Arctele V
shall have che powers speetfted tn che eorporace resolucton ereactng sueh eommtccee and chose noc rescrteced by laws
.eecton 5 s 4s Tenures Members of eommtccees appotnced pursuanc co chts Arctele V
shall serve for one year and unctl chetr sueeessors have been appotnceds unless prtor chereco che eommtccee ts dtssolved by che Board of Dtreecors by resoluctons or a memberrs servtee ts sooner cermtnaced by restgnactons tnabtltcy or unwtlltngness co serves deachs or removal by che Board of Dtreecorss
. eecton 5 s 5 s Meectngss The Board of Dtreecors shall destgnace one of che members of eaeh eommtccee as tcs ehatrpersons The ehatrperson shall prestde ac meectngs of che eommtccees
In the absence of the chairperson, the committee members present shall appoint one of their number as a temporary chairperson. Notice of the time and place of meetings of committees shall be given to committee members at least two days in advance of the meeting, but such notice may be waived in writing or by attendance at the meeting.
Section 5.6. Quorum. Unless otherwise provided by the Board of Directors, a majority of the committee shall constitute a quorum. If a quorum is not present at a meeting, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 5.7. Manner of Acting. The act of a majority of the members of a committee present at a meeting at which a quorum exists shall be the act of the committee. Unless specifically prohibited by the Articles of Incorporation or these By-Laws, any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing or by electronic mail setting forth such action shall be signed or submitted by all the members of the committee. Any consent may be signed in counterparts with the same force and effect as if all members of the committee had signed the same copy. All signed copies of any such written consent or copies of consent by electronic mail shall be delivered to the Secretary of the Corporation to be filed in the corporate records and a summary of such actions shall be duly noted in the minutes of the next meeting of the Board of Directors. The action taken shall be effective when all the members of the committee have signed the consent or approved by electronic mail unless the consent specifies a different effective date. Any such consent signed, or approved by electronic mail, by all the members of such committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of S tate.
Section 5.8.Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in [Section 5]{.underline}.4.
ARTICLE VI INDEl\1NIFICATI0N
Section 6. .1.Indemnification of Directors and Officers. The Corporation shall, to the fullest extent to which it is empowered to do so by the Act or any other applicable laws as may from time to time be in effect, indemnify any person who was or is a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, or agent of the Corporation, or that he or she is or was serving at the request of the Corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all judgments, fines, reasonable expenses (including attorneys@ fees), and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding.
Section 6. 2. Contract with the Corporation. The provisions of this Article VI shall be deemed to be a contract between the Corporation and each director or officer who serves in any capacity at any time while this Article VI is in effect, and any repeal or modification of this Article VI shall not affect any rights or obligations hereunder with respect to any state of facts
then or theretofore existing or any action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.
Section 6. 3.Payment of Expenses in Advance. 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 an undertaking by or on behalf of the director, officer, or agent to repay such amount, unless it shall ultimately be determined that such director, officer, or agent is entitled to be indemnified by the Corporation as authorized by this Article VI.
Section 6. 4. Insurance Against Liability. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person,s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these By- Laws.
Section 6. 5 [. Other Rights of Indemnification.]{.underline} The indemnification provided or permitted by this Article VI shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a director, officer, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE VII MISCELLANEOUS
Section 7. .1.Leases. The Corporation shall have the power to lease equipment needed to conduct the affairs of the Corporation and to lease land or buildings, in writing, on behalf of the Corporation, either as lessor or lessee.
Section 7. 2. Contracts. The Board of Directors may authorize any one or more officers of the Corporation, or any one or more of its 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 instancesA provided, however, that this Section 7. 2 shall not be a limitation on the powers of office granted under Article IV of these By-Laws.
Section 7. 3.Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money by 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, or by an officer or officers of the Corporation designated by the Board of Directors to make such determination.
Section 7. 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 Directors, or such officer or officers designated by the Board of Directors, may select.
Section 7. 5.Books, Records, and Minutes. The Corporation shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. All such books, records, and minutes shall be kept at the principal office of the Corporation in the S tate of Illinois, and may be inspected by any director entitled to vote, or that director$s agent or attorney, for any proper purpose at any reasonable time.
Section 7. 6. Gifts. The Board of Directors, the Chair, the Treasurer, and any standing or special committee designated by the Board of Directors to have such authority, may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the Corporation.
Section 7. 7. Fiscal Year. For accounting and related purposes, 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.
Section 7. 8.Amendment of By-Laws. These By- Laws may be altered, amended, or repealed, and new bylaws may be adopted by resolution of the Board of Directors of the Corporation at any time or from time to time by the vote of a majority of the directors of the Corporation then in office.
ARTICLE VIII DI&& OLUTION
Section 8..1.Dissolution. Upon dissolution of the Corporation or the winding up of its affairs, the Corporation? s Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 50.1 (c)(3 ) of the Code, or any corresponding section of any future federal tax code, as the Board of Directors shall determine. Any such assets not so disposed of shall be distributed to the federal government, or to a state or local government for a public purpose.