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By-Laws

BY-LAWS

 

OF

 

LIBERTYVILLE SWIM CLUB

 

D/B/A CATS AQUATIC CLUB

 

ARTICLE I

 

OFFICES

 

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.

 

ARTICLE II

 

MEMBERS

 

            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.

 

 

ARTICLE III

 

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

 

be.

 

                        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

 

thereon prepaid.

 

                        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.

 

           

ARTICLE IV

 

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-

 

laws.

 

                        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.

 

ARTICLE V

 

OFFICERS

 

                        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

 

Directors.

 

                        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.

 

ARTICLE VI

 

COMMITTEES

 

                        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

 

thereof.

 

                        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

 

original appointments.

 

            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

 

Directors.

 

 

ARTICLE VII

 

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.

 

ARTICLE VIII

 

 

ARTICLE IX

 

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

 

reasonable time.

 

ARTICLE X

 

FISCAL YEAR

 

                        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.

 

 

 

ARTICLE XI

 

DUES

 

                        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.

 

 

ARTICLE XIII

 

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.

 

ARTICLE XIV

 

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.