LIBERTYVILLE SWIM CLUB
D/B/A CATS AQUATIC CLUB
The principal office of the corporation in the State of Illinois shall
be c/o Ray & Glick, Ltd. 611 South Milwaukee Avenue, Libertyville, Illinois 60048 Attn:
Steven Marcus. The corporation shall have and continuously maintain in the State of
Illinois a registered office, and a registered agent whose office is identical with such
registered office, as required by the Illinois Non-Profit Corporation Act. The
registered office may be, but need not be, identical with the principal office of the State
of Illinois, and the address of the registered office may be changed from time to
time by the Board of Directors.
Section 1. Classes of Members. The corporation shall have one (1)
class of members, each with equal rights.
Section 2. Members. Members shall be the parents or legal guardians of registered swimmers.
Section 3. Voting Rights. Each member shall be entitled to one vote on
each matter submitted to a vote of the members. One vote shall be allocated to each family of registered swimmers (i.e., if a family has more than one registered swimmer, such family shall only be entitled to one vote). Further, only one vote shall be allocated among a family of swimmers and for the purposes of these Bylaws, a “family” shall mean the parents (whether married or divorced) and legal guardians, all taken in the aggregate (i.e., if a registered swimmer has divorced parents, whether or not such parents have remarried, there shall be only one vote allocated to the parents and/or legal guardians of such registered swimmer). The Board of Directors shall have the right to suspend the voting rights of any member who is not in good standing with the corporation (i.e., such members have not paid their dues on a timely basis).
Section 4. Termination of Membership. The Board of Directors, by
affirmative vote of two-thirds of all of the members of the Board, may suspend or expel
a member for cause after an appropriate hearing, and may, by a majority vote of those
present at any regularly constituted meeting, terminate the membership of any member
who becomes ineligible for membership, or suspend or expel any member who shall be
in default in the payment of dues for the period fixed in Article XI of these by-laws.
Section 5. Resignation. Any member may resign by filing a written
resignation with the Secretary, but such resignation shall not relieve the member so
resigning of the obligation to pay any dues, assessments or other charges theretofore
accrued and unpaid.
Section 6. Reinstatement. Upon written request signed by a former
member and filed with the Secretary, the Board of Directors may, by the affirmative vote
of two-thirds of the members of the Board, reinstate such former member to
membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of Membership. Membership in this corporation is not
transferable or assignable.
MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be
held on or about the 15th day in the month of October in each year, beginning with the
year 2010 at a time set by the Board of Directors, for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of
Illinois, such meeting shall be held on the next succeeding business day. If the
election of Directors shall not be held on the day designated herein for any annual
meeting, or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the members as soon thereafter as conveniently may
Section 2. Special Meetings. Special meetings of the members may be
called by the President, the Board of Directors, or not less than one-tenth of the
members having voting rights.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Illinois, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors
Section 4. Notice of Meetings. Written notice stating the place, day and
hour of any meeting of members shall be delivered to each
member entitled to vote at such meeting, not less than ten nor more than fifty days
before the date of such meeting, by or at the direction of the President, or the
Secretary, or the officers or persons calling the meeting. In case of a special meeting
or when required by statute or by these by-laws, the purpose or purposes for which the
meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall
be deemed to be delivered when deposited in the United States mail addressed to the
member at his address as it appears on the records of the corporation, with postage
Section 5. Informal Action by Members. Any action required by law to be
taken at a meeting of the members, or any action which may be taken at a meeting of
members, may be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the members entitled to vote with respect to
the subject matter thereof.
Section 6. Quorum. The members holding ten percent (10%) of the votes
which may be cast at any meeting shall constitute a quorum at such meeting. If a
quorum is not present at any meeting of members, a majority of the members present
may adjourn the meeting from time to time without further notice.
Section 7. Proxies. At any meeting of members, a member entitled to
vote may vote by proxy executed in writing by the member or by his duly authorized
attorney-in-fact. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 8. Manner of Acting. A majority of the votes entitled to be cast on
a matter to be voted upon by the members present or represented by proxy at a
meeting at which a quorum is present shall be necessary for the adoption thereof
unless a greater proportion is required by law or by these by-laws.
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be
managed by its Board of Directors. Directors need not be residents of the State of
Illinois but must be members of the corporation.
Section 2. Number, Tenure and Qualifications. The number of Directors
shall be seven (7) Each director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified. There shall be no more than two (2) Directors (of the seven (7) total directors) who reside outside the District (as hereinafter defined).
Section 3. Regular Meetings. A regular annual meeting of the Board of
Directors shall be held without other notice than this by-law, immediately after, and at
the same place as, the annual meeting of members. The Board of Directors may
provide by resolution the time and place for the holding of additional regular meetings of
the Board without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two Directors. The person or
persons authorized to call special meetings of the Board may fix the place for holding
any special meeting of the Board called by them.
Section 5. Notice. Notice of any special meeting of the Board of Directors
shall be given at least two days previously. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope so addressed,
with postage thereon prepaid. Any Director may waive
notice of any meeting. The attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board need be specified in the notice
or waiver of notice of such meeting, unless specifically required by law or by these by-
Section 6. Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board; but if less than a
majority of the Directors are present at said meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. 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 of
Directors, unless the act of a greater number is required by law or by these by-laws.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of directors
may be filled by the affirmative vote of a majority of the remaining directors, though less
than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.
Section 9. Compensation. Directors as such shall not receive any stated
salaries for their services.
Section 10. Informal Action by Directors. Any action required by law to be
taken at a meeting of directors, or any 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 11. Voting Rights for Head Coach. The head coach of the
Libertyville Swim Club, although not a member, shall be entitled to cast one vote in the
same manner as a member of the Board of Directors.
Section 1. Officers. The officers of the corporation shall be a President,
one or more Vice Presidents (the number thereof to be determined by the Board of
Directors), a Secretary, a Treasurer and such other officers as may be elected in
accordance with the provisions of this Article. The Board of Directors may elect or
appoint such other officers, including one or more Assistant Secretaries and one or
more Assistant Treasurers, as it shall deem desirable, such officers to 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, except the offices of
President and Secretary.
Section 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. If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be. New offices may be
created and filled at any meeting of the Board of Directors. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified.
Section 3. 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 officer so removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive
officer of the corporation and shall in general supervise and control all of the business
and affairs of the corporation. S/he shall preside at all meetings of the members and of
the Board of Directors. S/he may sign, with the Secretary or any other proper officer of
the corporation authorized by the Board of Directors contracts, or other instruments
which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these by-laws or by statute to some other
officer or agent of the corporation; and in general s/he shall perform all duties incident to
the office of President and such other duties as may be prescribed by the Board of
Directors from time to time. The President may not be a member who does not reside in the District 70 school district (i.e., Vernon Hills High School and Libertyville High School) (the “District”).
Section 6. Vice President. In the absence of the President or in event of
his inability or refusal to act, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in the order of their election) 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. Any Vice President shall perform such other
duties as from time to time may be assigned to him by the President or by the Board of
Section 7. Treasurer. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine. S/he shall have charge and
custody of and be responsible for all funds and securities of the corporation; receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such banks,
trust companies or other depositaries as shall be selected in accordance with the
provisions in Article VII of these by-laws; and in general perform all the duties incident
to the office of Treasurer and such other duties as from time to time may be assigned to
him/her by the President or by the Board of Directors.
Section 8. Secretary. The Secretary shall keep the minutes of the
meetings of the members and of the Board of Directors in one or more books provided
for that purpose; see that all notices are duly given in accordance with the provisions of
these by-laws or as required by law; be custodian of the corporate records; keep a
register of the post-office address of each member which shall be furnished to the
Secretary by such member; and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him/her by the
President or by the Board of Directors.
Section 9. Assistant Treasurers and Assistant Secretaries. If required by
the Board of Directors, the Assistant Treasurers shall give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of Directors
shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall
perform such duties as shall be assigned to them by the Treasurer or the Secretary or
by the President or the Board of Directors.
Section 1. Committees of Directors. The Board of Directors, by resolution
adopted by a majority of the Directors in office, may designate and appoint one or more
committees, each of which shall consist of two or more Directors, which committees, to
the extent provided in said resolution, shall have and exercise the authority of the Board
of Directors in the management of the corporation, except that no such committee shall
have the authority of the Board of Directors in reference to amending, altering or
repealing the by-laws; electing, appointing or removing any member of any such
committee or any Director or office of the corporation; amending the articles of
incorporation, restating articles of incorporation; adopting a plan of merger or adopting
a plan of consolidation with another corporation; authorizing the sale, lease, exchange
or mortgage of all or substantially all of the property and assets of the corporation;
authorizing the voluntary dissolution of the corporation or revoking proceedings
therefor; adopting a plan for the distribution of the assets of the corporation; or
amending, altering or repealing any resolution of the Board of Directors which by its
terms provides that it shall not be amended, altered or repealed by such committee.
The designation and appointment of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any individual Director, of
any responsibility imposed upon it or him by law.
Section 2. Other Committees. Other committees not having and
exercising the authority of the Board of Directors in the management of the corporation
may be appointed in such manner as may be designated by a resolution adopted by a
majority of the Directors present at a meeting at which a quorum is present. Except as
otherwise provided in such resolution, members of each such committee shall be
members of the corporation, and the President of the corporation shall appoint the
members thereof. Any member thereof may be removed by the person or persons
authorized to appoint such member whenever in their judgment the best interests of the
corporation shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue
as such until the next annual meeting of the members of the corporation and until his
successor is appointed, unless the committee shall be sooner terminated, or unless
such member be removed from such committee, or unless such member shall cease to
qualify as a member thereof.
Section 4. Chairman. One member of each committee shall be
appointed chairman by the person or persons authorized to appoint the members
Section 5. Vacancies. Vacancies in the membership of any committee
may be filled by appointments made in the same manner as provided in the case of the
Section 6. Quorum. Unless otherwise provided in the resolution of the
Board of Directors designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own
government not inconsistent with these by-laws or with rules adopted by the Board of
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents of the corporation, in addition to the officers so authorized by
these by-laws, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the
payment of money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by resolution
of the Board of Directors. In the absence of such determination by the Board of
Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer
and countersigned by the President or a Vice President of the corporation.
Section 3. Deposits. All funds of the corporation 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 may select.
Section 4. 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.
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its members, Board of
Directors and committees having any of the authority of the Board of Directors, and
shall keep at its registered or principal office a record giving the names and addresses
of the members entitled to vote. All books and records of the corporation may be
inspected by any member, or his agent or attorney, for any proper purpose at any
The fiscal year of the corporation shall begin on the first day of September
and end on the last day of August in each year.
Section 1. Annual Dues. The Board of Directors may determine from
time to time the amount of initiation fee, if any, and annual dues payable to the
corporation by members of each class.
Section 2. Payment of Dues. Dues shall be payable in advance on the
first day of the first month in each fiscal year. Dues of a new member shall be prorated
from the first day of the month in which such new member is elected to membership, for
the remainder of the fiscal year of the corporation.
Section 3. Default and Termination of Membership. When any member
of any class shall be in default in the payment of dues for a period of thirty (30) days
from the beginning of the fiscal year or period for which such dues became
payable, his membership may thereupon be terminated by the Board of Directors in the
manner provided in Article III of these by-laws.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the
Illinois Non-Profit Corporation Act or under the provisions of the articles of
incorporation or the by-laws of the corporation, a waiver thereof in writing 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 of such notice.
AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws
may be adopted by a majority of the Directors present at any regular meeting or at any
special meeting, if at least two days' written notice is given of intention to alter, amend
or repeal or to adopt new by-laws at such meeting.