cmba-bylaws/.ai/skills/nonprofit/references/bylaws-of-revolution-working.md

> 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.