Ateitininkų šalpos fondo įstatai
BY-LAWS OF THE
ATEITIS RELIEF FUND, INC.
- These By-laws constitute the code of rules adopted by the ATEITIS RELIEF FUND, INC., a not for profit corporation, incorporated under the laws of the State of Illinois, for the regulation and management of its affairs.
- ATEITIS RELIEF FUND, INC., hereinafter referred to as the Corporation, is organized and operated to support religious, educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and shall not participate in any activity not allowed by that law as said law may from time to time be amended. The Corporation shall have the purposes or powers as may be stated in its Articles of Incorporation and such powers as are now or may be hereinafter granted by the General Not for Profit Corporation Act of the State of Illinois or any successor legislation which are not inconsistent with Section 501(c)(3) of the Internal Revenue Code.
- The principal office of the Corporation will be located at such place as the Board of Directors may from time to time designate by resolution. In addition, the Corporation may maintain additional offices as its business requires.
- The registered office of the Corporation may, but need not be the same as the principal office. The address of the registered office will be identical with the office of the registered agent. Such office will be continually maintained within the State of Illinois for the duration of its existence. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and submission of the appropriate statement to the Secretary of State's office.
- The Registered Agent of the Corporation may be either an individual resident within the State of Illinois or a domestic or foreign corporation, authorized to act as such agent. Such an agent will be continually maintained by this Corporation in the State of Illinois. A new registered agent may be appointed if the office of such agent becomes vacant for any reason, or such agent becomes disqualified or incapacitated to act, or if the Corporation, through the Board of Directors, revokes the appointment of such agent by duly adopted resolution of the Board of Directors and submission of the appropriate statement to the Secretary of State's office. Such registered agent will be recognized as an agent of the Corporation on whom any process, notice, or demand required or permitted by law to be served on a Corporation may be served.
- The Board of Directors shall manage all affairs of the Corporation. It shall:
- Direct the affairs and activities of the Corporation;
- Maintain and control all funds of the Corporation;
- Amend the Articles of Incorporation and By-Laws;
- Fill vacancies on the Board of Directors as provided for herein in Section 16.
- Elect officers of the Corporation
- The Board will consist of nine (9) directors who will serve staggered terms of three years each to be determined initially by lot. Each Director shall continue in office until a successor is elected at the annual or special members meeting, as the case may be, and qualified. Each year the Directors shall designate from among themselves a Chairman of the Board. No director may serve more than two consecutive terms in office.
- Directors must be members of the corporation, but need not be residents of the State of Illinois.
- The Board of Directors shall keep complete and correct books and records of account, and will also keep minutes of the proceedings of its Board of Directors and committees. A new Director having been elected, the previous Director shall present, within thirty (30) days, all the Corporation's property, money, books, documents and records in his possession.
- A majority of the whole Board of Directors shall constitute a quorum.
- Any action of the majority of the Directors will be considered an act of the Board of Directors unless a greater number is required under the provisions of the General Not for Profit Corporation Act, the Articles of Incorporation, or any provisions of these By-laws. In the event that the votes are equally split, the Chairman shall make the final decision.
- Meetings of the Board of Directors will be held at such place or places and at such times as the Board of Directors designates by resolution duly adopted, but not less, than once a year. Notice of such meetings of the Board shall be given at least seven (7) days previous thereto by written notice delivered personally or sent by mail to each Director at his address as shown on the records of the Corporation.
- Special meetings of the Board of Directors may be called by or at the request of the Chairman or any three (3) Directors. The person or persons authorized to call special meetings of the Board may fix any place within a State wherein a majority of the Board members reside as the place for holding any special meeting of the Board called by them. Notice of such special meeting shall be given at least five (5) days previous thereto by written notice delivered personally or sent by mail to each director at his address as shown on the records of the Corporation.
- The Board of Directors shall have the right to appoint committees as it shall deem necessary, by resolution duly adopted. No committee will have the authority of the Board in reference to:
- Amending, altering or repealing the By-Laws;
- Electing, appointing or removing any member of such committee or any Director or Officer of the Corporation;
- Amending the Articles of Incorporation;
- Authorizing the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Corporation;
- Authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore;
- Adopting a plan for the distribution of such assets of the Corporation; or
- Amending, altering or appealing any resolution by the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The Board may terminate by duly adopted resolution, any committee so appointed.
- A Director may be removed from the whole Board by a two-thirds majority vote of the whole Board of Directors whenever in their judgment the best interest of the Corporation will be served thereby. A quorum of six (6) Directors shall be required for deliberation of removal of a Director from the Board.
- Any vacancy occurring in the Board of Directors will be filled by the Board at a regular or special meeting. A Director so elected shall fill the vacancy until the next members meeting, which may confirm the election or elect another director for the unexpired term of the predecessor in office.
- The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and any other such Officers as the Board of Directors may deem necessary.
- The Officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board. The Officers may, but need not be Directors of the Corporation. Vacancies may be filled at any meeting of the Board of Directors; each officer shall hold office until his successor shall be duly elected and qualified.
- Any officer may be removed by a vote of the majority of the Board of Directors whenever, in their judgment, the best interest of the Corporation will be served thereby.
- Any person can become a member of the Corporation upon 'certification by the Board of Directors that such prospective member sincerely supports the aims and purposes of the Corporation.
- Each member will have one vote for every $100.00 donated to the Corporation, as evidenced by the membership certificate. However, no person, corporation, trust, estate or association shall be entitled to vote more than two (2) percent of the total votes in the corporation. This percentage being based on the last annual report of the corporation.
Honorary membership will be conferred on any member who has contributed $1000 or more to the Corporation.
- Membership may be transferred only once and only to immediate family members, lineal descendants or ancestors. Furthermore, the transfer of a certificate of membership shall be without payment of any consideration of money or property of any kind or value to the transferor in respect to such transfer. Any transfer in violation of this paragraph shall be void.
- The Corporation shall keep at its principal office a record giving the names and address of its members entitled to vote.
- Meetings of members will be held at such place and at such time, within or without the State of Illinois as the Board of Directors shall designate. The annual or special meeting, as the case may be, will elect the designated number of directors as provided for herein and undertake such other business which may come up before it. Special meetings of the members may be called by any of the following:
- The Board of Directors;
- Any three (3) Directors;
- A number of proportion of members having one-fourth (1/4) of the votes entitled to be cast at such a meeting.
- Notice, stating the place, day and hour of the meeting and in case of a special meeting the purpose or purposes for which the meeting is called, must be delivered not less than fifteen (15) nor more than forty-five (45) days before the date of such meeting. Notice shall be given either personally or by mail.
- A member may vote either in person or by proxy of another member executed in writing by the member and approved by the Board of Directors. No proxy will be recognized as valid after eleven (11) months from the date of execution, unless expressly provided otherwise in the proxy.
- A member may refuse the right to vote, and such decision is irrevocable. Members will not be able to cumulate their votes in the election of board members.
- A majority of votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present, is necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by statute; the Articles of Incorporation of this Corporation, or any provision of these By-laws.
- Membership in the corporation shall terminate on either of the following events:
- Receipt by the Board of Directors of the written resignation of a member, executed by such member;
- For cause, inconsistent with membership, after appropriate hearing by the Board of Directors.
- An Audit Committee consisting of three (3) members will be elected at the annual members meeting. The audit committee will review the books and finances of the Corporation and will prepare a report thereon to the annual members meeting.
- The fiscal year of this Corporation shall be determined by the Board of Directors.
- These By-laws may be amended, altered or repealed by a two-thirds (2/3) vote of the whole Board of Directors.
- The Corporation may dissolve and windup its affairs upon duly adopted resolution of the Board of Directors recommending that the Corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members which may be either an annual or a special meeting. Written or printed notice stating that the purpose or one of the purposes of such meeting is to consider the advisability of dissolving the Corporation, shall be given to each member within the time and manner provided in these By-laws for the giving of notice of meetings of members. A resolution to dissolve the Corporation shall be adopted upon receiving at least two-thirds (2/3) of the votes entitled to be cast by members present or represented by proxy.
Upon adoption of such resolution by members, the Corporation shall cease to conduct its affairs, except insofar as may be necessary for the proper termination thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the Corporation, and shall proceed to collect its assets and apply and distribute them as provided for herein.
- The assets of the corporation shall be applied and distributed as follows:
- All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore;
- Assets held by the Corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution shall be returned, transferred or conveyed in accordance with such requirements;
- The Board of Directors shall dispose of any remaining assets exclusively for the purposes of the Corporation in such manner to the Lithuanian Catholic Federation "Ateitis", Inc., or, if it is not in existence, to such other organization or organizations operated exclusively for educational, charitable, religious, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of IRS (or the corresponding provision of any future United States Revenue Law) or the Federal Government or state or local government for a public purpose, as determined by the Board of Directors. Any assets not so disposed of shall be disposed of by the court having general jurisdiction in the county in which the principal office is then located, exclusively for such purpose or purposes, or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
I. GENERAL PROVISIONS
II. BOARD OF DIRECTORS
A member terminating membership status above may be completely reinstated by correcting the cause of termination and by formal adoption by the Board of Directors. of a resolution acknowledging such reinstatement.
V. AUDIT COMMITTEE
VI. FINAL PROVISIONS
Ateitininkų šalpos fondo valdyba,
Dr. Petras Kisielius, pirmininkas
Dr. Kazys Ambrozaitis, vicepirmininkas
Jonas Kavaliūnas, sekretorius
Dr. Aldona Juozevičienė, iždininkė
Valerija Žadeikienė, iždo sekretorė
Dr. Vaclovas Saulys
šiuos įstatus priėmė 2001 metų liepos 17 dieną Čikagoje.
Ateitininikų šalpos fondo (Ateitis Relief Fund, Inc.) registruotas agentas yra adv. Saulius V. Kuprys, 150 S. Wacker Drive, Suite 1050, Chicago, IL 60606
Tel. (312) 346-5275
Ateitininikų šalpos fondo adresas: 12690 Archer Avenue, Lemont, IL 60439.