ARTICLE I
SECTION 1.     CORPORATE NAME.
The name of the organization shall be ILLINOIS COMMUNITY COLLEGE FACULTY ASSOCIATION, an Illinois not-for-profit corporation (the “Corporation”).

SECTION 2.     CORPORATE PURPOSES.
The Corporation is organized and shall be operated exclusively to promote the common business and professional interests of its members who are full-time or part-time faculty of anIllinois Community College, and to improve the conditions and effectiveness of higher education and academic work. The Corporation shall engage in activities, including, primarily: (i) to represent and advocate for the professional,economic and academic interests of the faculties in Illinois public community and junior colleges (collectively, the“Institutions”); (ii) to promote shared governance and collegial collaboration; (iii) to foster communication and collaboration among faculty, administration, and the broader academic community; (iv) to support excellence in teaching, research and service; (iv) to represent faculty viewpoints on matters of common concern; and (iv) to support the continuous improvement of teaching, research and service within the Institutions by administering and awarding grants for scholarly, pedagogical, and professional activities that enhance the academic mission of the Institutions (theCorporation’s “Primary Purpose” and, more generally, its “501(c)(6) Exempt Purposes”) The Corporation may represent the collective professional interests of its members before educational institutions, governmental bodies, and other organizations, provided such activities are consistent with its exempt purpose as a business league under Section501(c)(6) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).

The Corporation shall operate as a business league within the meaning of Section 501(c)(6) of the Code, and shall not be organized for profit. The nature of the Corporation’s activities shall be to undertake or support, directly or indirectly, such projects, programs, services, and activities at such times and in such places within the state of Illinois,as the Board of Directors determines are appropriate to carry out, promote, or further primarily, the Corporation’sPrimary Purpose, and to the extent consistent with its Primary Purpose, its other 501(c)(6) Exempt Purposes. It is intended that the Corporation shall be exempt from federal income tax under Section 501(a) of the Code as an organization described in Section 501(c)(6) of the Code (a “Qualified Charitable Organization”).

SECTION 3.     PROHIBITIONS.
Notwithstanding any other provision of these Bylaws, the Corporation’s activities and the Board of Directors’ authority shall be subject to the following restrictions and limitation: (a)     The Corporation shall not carry on any activities not permitted to be carried on by a QualifiedCharitable Organization.
(b)     No part of the Corporation’s funds shall inure to the benefit of or be distributable to theCorporation’s directors, officers or any other private individual or entity, except in furtherance of the Corporation’s 501(c)(6) Exempt Purposes, as payment of reasonable compensation for services rendered, or as payment or reimbursement of reasonable expenses necessary to carrying out the Corporation’s 501(c)(6) Exempt Purposes.
SECTION 4.     CORPORATE OFFICES.
The Corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the state.

ARTICLE II
MEMBERS
SECTION 1.     MEMBERSHIP.
All employees working as full-time or part-time faculty at an Illinois public community or junior college are members of the Corporation.

SECTION 2.     DELEGATES.
Each Illinois public community college campus is entitled to two (2) voting delegates, which comprise the Delegate Assembly. Each campus shall determine its own method for selecting or electing its delegates, provided that all delegates are current full-time or part-time faculty members at that campus.

SECTION . 3    REGULAR MEETINGS.
The Members shall meet not less than one time per academic year at a time, place and modality designated by the Executive Committee. At that meeting, those Members constituting the Delegate Assembly shall meet in order to elect the Directors and conduct such other business as necessary.

SECTION 4.     SPECIAL MEETINGS.
A special meeting may be called by a two-third majority of the Executive Committee or by a simple majority of the Directors. Such a call shall include the time, date, place, modality and purpose of the special session, which shall be limited to the stated purpose.

SECTION 5.     NOTICE.
Notice of any special meeting of the Delegate Assembly shall be given at least two (2) days before the meeting. Notice may be given by: (a) electronic transmission to the member’s email address as it appears in the records of the Corporation, or to the member’s college email address if it is publicly available; (b) personal delivery; (c) first-class mail, postage prepaid, addressed to the member at the postal address as it appears in the records of the Corporation, or to the member’s college address if it is publicly available; or (d) nationally recognized overnight delivery service addressed to the member at such postal address. Notice given by electronic transmission shall be deemed delivered when sent, provided that the Corporation has no knowledge that delivery failed. If mailed, notice shall be deemed delivered when deposited in the United States mail. If given by overnight delivery service, notice shall be deemed delivered when the notice is delivered to or picked up by the delivery service company.

If the Corporation does not have a current and deliverable email address or postal address for a member of the Delegate Assembly, posting the notice on the Corporation’s official website or other electronic platform maintained by the Corporation shall constitute effective notice to that member. The Corporation may also transmit the notice to the employer of the member as an additional method of notice. For purposes of this section, a contact address is not deliverable if the Corporation has no record of the member providing such address or if prior notices to that address have been returned, bounced, or otherwise shown as undeliverable. Notice of any special meeting may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a member of the Delegate Assembly at any meeting shall constitute a waiver of notice of such meeting, except where a member 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 Members need be specified in the notice or waiver of notice of such meeting.

SECTION 6.     QUORUM.
Members of the Delegate Assembly holding five percent (5%) of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum for transaction of business at any meeting of the Members, provided that if less than five percent (5%) of the Members of the Delegate Assembly are present at said meeting, a majority of the members of the Delegate Assembly present may adjourn the meeting at any time without further notice.

SECTION 7.     PARTICIPATION.
Members of the Delegate Assembly may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

SECTION 8.     MANNER OF ACTING.
The act of the majority of the members of the Delegate Assembly present at a meeting at which a quorum is present shall be the act of the Members, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation.

SECTION 9.     NON-LIABILITY OF MEMBERS.
A Member of the Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.

ARTICLE III
BOARD OF DIRECTORS
SECTION 1.     GENERAL POWERS.
The policy-making powers of the Corporation shall be vested in the board of directors, which shall have charge, control, and management of the policies, property, affairs, and funds of the Corporation and shall alone determine compliance with the Corporation's stated purposes; shall fill vacancies among the officers; and shall have the power and authority to do and perform all acts or functions not inconsistent with these by-laws or the Corporation's articles of incorporation.

SECTION 2.     NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the Corporation shall be a minimum of three (3) and a maximum of fifteen (15). Directors shall be elected at the annual meeting of the Members. Each Director shall hold office for a term of two (2) years and until their successor has been elected and qualified. To promote continuity, Director terms shall be staggered so that, as nearly as practicable, one half of the Directors are elected each year. For purposes of establishing staggered terms, some Directors may be elected to an initial one (1) year term, as determined by the Board, after which all terms shall be two (2) years. Directors shall be current full-time or part-time faculty members at an Illinois public community college. Directors need not be residents of Illinois. The number of directors may be increased or decreased to not fewer than three. No decrease shall have the effect of shortening the term of any incumbent Director. In the event an officer position is not filled, at the discretion of the Directors, a Director may be required to serve as an officer of the Corporation.

SECTION 3.     REGULAR MEETINGS.
A regular annual meeting of the board of directors shall be held without other notice immediately following and at the place of each annual meeting of the Members, for the purpose of electing the officers and for the transaction of such other business as may come before the meeting. The board of directors may provide, by resolution, the time and place for holding of additional regular meetings 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 of directors may fix any place as the place for holding any special meeting of the board of directors called by them.

SECTION 5.     NOTICE.
Notice of any special meeting of the Board of Directors shall be given at least two (2) days before the meeting. Notice may be given by: (a) electronic transmission to the director’s email address as it appears in the records of the Corporation, or to the director’s college email address if it is publicly available; (b) personal delivery; (c) first-class mail, postage prepaid, addressed to the director at the postal address as it appears in the records of the Corporation, or to the director’s college address if it is publicly available; or (d) nationally recognized overnight delivery service addressed to the director at such postal address. Notice given by electronic transmission shall be deemed delivered when sent, provided that the Corporation has no knowledge that delivery failed. If mailed, notice shall be deemed delivered when deposited in the United States mail. If given by overnight delivery service, notice shall be deemed delivered when the notice is delivered to or picked up by the delivery service company. Notwithstanding the foregoing, 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. Notice of any special meeting may be waived in writing or by electronic transmission by the person or persons entitled to the notice, either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise required by law or these bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or in the waiver of notice.

SECTION 6.     QUORUM.
A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any time without further notice. Directors may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

SECTION 7.     MANNER OF ACTING.
The act of the 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 statute, these by-laws, or the articles of incorporation.

SECTION 8.     VACANCIES.
Any vacancy occurring in the board of directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the members of the Delegate Assembly unless the articles of incorporation, a statute, or these bylaws provide that a vacancy or a directorship so created shall be filled in some other manner, in which case such provision shall control. A director elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

SECTION 9.     RESIGNATION AND REMOVAL OF DIRECTORS.
A director may resign at any time upon written notice to the Executive Committee. A director may be removed with or without cause, by the affirmative vote of two-thirds of the members of the Delegate Assembly if the notice of the meeting names the director or directors to be removed at said meeting.

SECTION 10.     INFORMAL ACTION BY DIRECTORS.
The authority of the board of directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.

SECTION 11.     PRESUMPTION OF ASSENT.
A director of the Corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in 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 before the end of the following business day. Such right of dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV
OFFICERS
SECTION 1.     NUMBER.
The officers of the Corporation shall be a President, a First Vice President, one or more Vice-Presidents, Secretary, and Treasurer. All elected officers must remain full-time or part-time faculty from within the Illinois public community college system.

SECTION 2.     ELECTION AND TERM OF OFFICE.
The officers of the Corporation shall be elected by the board of directors at the first meeting of the board of directors and at each 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. Each officer shall hold office for a term of two (2) years and until a successor has been elected and qualified. Officer terms shall be staggered so that, as nearly as practicable, approximately one half of the officer positions are subject to election each year. For purposes of establishing staggered terms, some officers may be elected to an initial one (1) year term, as determined by the Board; thereafter all officer terms shall be two (2) years. Should any office become vacant, the Executive Committee may appoint a replacement for the unexpired term. In the interim, the President or First Vice President in the event of a presidential vacancy, shall assume duties as needed or delegate authority to another member of the Executive Committee.

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 interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4.     PRESIDENT.
The President shall preside over all meetings of the Board of Directors and the Executive Committee. The President shall appoint, with Executive Committee approval, all members of permanent and ad hoc committees. The President shall serve as an ex officio member of all committees except the Nominating Committee, and shall be responsible for directing all activities of the Corporation. Subject to the direction and control of the board of directors, he or she shall be in charge of the business of the Corporation; he or she shall see that the resolutions and directions of the board of directors are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the board of directors, and, in general, he or she shall discharge 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. 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, any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, shall be executed by the President, and he or she may accomplish such execution either under or without the seal of the Corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He or she may vote all securities which the Corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the Corporation by the board of directors. The President shall hold the office for a two (2) year term.

SECTION 5.     THE FIRST VICE PRESIDENT.
The First Vice President shall assist the President and, in the President’s absence preside over meetings of the Board of Directors and the Executive Committee and fulfill the responsibilities of the presiding officer. The First Vice President shall be elected for a two (2) year term.

SECTION 6.     SECRETARY.
The Secretary shall: (a) record the minutes of the board of directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post-office address of each director which shall be furnished to the secretary by such director; (e) sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws; (f) have authority to certify the by-laws, resolutions of the board of directors and committees thereof, and other documents of the Corporation as true and correct copies thereof, and (g) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors. The Secretary shall be elected for a two (2) year term.

SECTION 7.     THE TREASURER.
The treasurer shall be the principal accounting and financial officer of the Corporation. He or she shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the Corporation; (b) have charge and custody of all funds and securities of the Corporation, and be responsible therefor and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors may determine. The Treasurer shall be elected for a two (2) year term.

ARTICLE V
COMMITTEES, COMMISSIONS AND ADVISORY BOARDS
SECTION 1.     COMMITTEES.
The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees each of which will consist of two or more directors and such other persons as the board of directors designates. A majority of all committee memberships must be directors. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the board of directors in the management of the Corporation; but the designation of such committees 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, him or her by law.

SECTION 2.     EXECUTIVE COMMITTEE.
As directed by the Delegate Assembly, the Executive Committee shall conduct the Corporation business. The Executive Committee shall include all officers, all directors, all officers At-Large, standing committee chairs, regional coordinators, the ICCB faculty board member, the Corporation’s representatives to the ICCB advisory committees, the ICCB liaison, and the immediate past President of the Corporation. The Executive Committee may appoint at-large members. All at-large positions on the Executive Committee are subject to a yearly review/approval of the committee. The Executive Committee shall use reasonable efforts to include at least two members from each of the four regions of the State of Illinois. The Executive Committee shall strive to include four adjunct faculty members, one from each of the four regions of the State.

SECTION 3.     STANDING COMMITTEES.
The Corporation may have Standing Committees, as directed by the Board of Directors, including but not limited to the following: Teaching and Learning Initiatives; Illinois Articulation Initiative; Student Scholarship Committee; Finance Committee; Nominating Committee, which shall be appointed by the President with Executive Committee approval a minimum of sixty (60) days prior to the annual elections.

SECTION 4.     COMMISSIONS OR ADVISORY BODIES.
Commissions or advisory bodies not having and exercising the authority of the board of directors of the Corporation may be designated or created by the board of directors and shall consist of such person as the board of directors designates. A commission or advisory body may or may not have directors as members, as the board of directors determines. The commission or advisory body may not act on behalf of the Corporation or bind it to any actions but may make recommendations to the board of directors or to the officers of the Corporation.

SECTION 5.     TERM OF OFFICE.
Each member of a committee, advisory board or commission shall serve for a term of not less than two (2) years, until his or her successor is appointed, unless the committee, advisory board or commission shall be sooner terminated, or unless such member be removed from such committee, advisory board or commission by the board of directors, or unless such member shall cease to qualify as a member thereof. Notwithstanding the foregoing, no member of a committee, advisory board or commission shall be appointed to serve as a member if she or he is seventy-five (75) years of age at the time of the appointment.

SECTION 6.     CHAIRMAN.
One member of each committee, advisory board or commission shall be appointed chairman.

SECTION 7.     VACANCIES.
All employees working as full-time or part-time faculty at an Illinois public community or junior college are members of the Corporation.

SECTION 8.     QUORUM.
Unless otherwise provided in the resolution of the board of directors designating a committee, advisory board or commission, a majority of the whole committee, advisory board or commission 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, advisory board or commission. A person who holds more than one qualifying position on the same committee, advisory board or commission shall be counted as one member for purposes of membership, quorum, voting, and attendance.

SECTION 9.     RULES.
Each committee, advisory board or commission may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the board of directors.

SECTION 10.     INFORMAL ACTION.
The authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the members entitled to vote.

ARTICLE VI
AWARDS
SECTION 1.     HONORARY MEMBERSHIP.
As determined by the Executive Committee, a Honorary Membership award may be conferred on a non-faculty member who has made outstanding contributions to the Corporation or education in Illinois. One award may be granted per year.

SECTION 2.     THE LINDA HEFFERIN AWARD.
The Linda Hefferin lifetime membership award may be bestowed upon a community college faculty member retiring from the community college system who has served on the Executive Committee and made outstanding contributions to the Corporation. Such recognition shall be given at the annual conference.

SECTION 3.     CERTIFICATE OF RECOGNITION.
A certificate of recognition/appreciation may be awarded to those persons who have made significant contributions to the Corporation and/or education in the State of Illinois.

SECTION 4.     THE LEO WELCH FACULTY OF THE YEAR AWARD.
The Leo Welch Faculty of the Year Award may be given to an outstanding community college faculty member. Guidelines for such awards shall be drawn up and implemented by a committee appointed by the President of the Corporation.

ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1.     CONTRACTS.
The board of directors may authorize any officer or officers, agent or 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 instances.

SECTION 2.     CHECKS, DRAFTS, ETC.
All checks, drafts or other 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.     LOANS.
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.

SECTION 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 may select.

SECTION 5.     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.

SECTION 6.     BUDGETS.
The board of directors of the Corporation shall prepare or have prepared the annual budgets of the Corporation.

ARTICLE VIII
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 board of directors and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the directors entitled to vote. All books and records of the Corporation may be inspected by any director, or his or her agent or attorney for any proper purpose at any reasonable time.

ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of The General Not-for-Profit Business Corporation Act of the State of Illinois, 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. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE XI
IMMUNITY
Notwithstanding any other provision of these Bylaws to the contrary, the directors and officers of the Corporation who are not compensated on either a salary or prorated equivalent basis for services in such capacities shall be immune from civil liability for any act or omission resulting in damage or injury to the full extent provided under Section 108.70 of the General Not for Profit Corporation Act of 1986 as amended (the “Act”).

ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1.
The Corporation shall indemnify, to the fullest extent permitted by Section 108.75 of the Act, any person, or the legal representatives thereof, made a party to any proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation. The Corporation shall also indemnify, to the fullest extent permitted by Section 108.75 of the Act, any person, or the legal representatives thereof, made a party to any proceeding by reason of the fact that such person is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another enterprise against all judgments, fines, penalties, amounts paid in settlement, and reasonable expenses actually incurred by such person in connection with such proceeding to the same extent as if such person had been made a party to such proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation. The Corporation shall, prior to final disposition of any such proceeding, pay or reimburse the reasonable expenses incurred by a director, officer, employee or agent in connection therewith to the fullest extent permitted by Section 108.75 of the Act if: (a) such person furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Section 108.75 of the Act, or that the proceeding involves conduct for which liability has been limited under a provision of these Articles of Incorporation; and (b) such person furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay any funds advanced if he or she is not entitled to indemnification under Section 108.75 of the Act. Notwithstanding any other provision hereof, the intent of this Article is to provide, and it shall be interpreted as providing the fullest possible indemnification of, and advance of expenses to, directors, officers, employees or agents of the Corporation permitted by the relevant laws in effect at the time of such indemnification or advance; provided, however, no such indemnification may violate any applicable provisions of Section 108.75 of the Act.

SECTION 2.
To the extent that a director, officer, employee or agent of a Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in section 1 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

SECTION 3.
Any indemnification under section 1 shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in section 1. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

SECTION 4.
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, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this article.

SECTION 5.
The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6.
The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee 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 such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these sections.

SECTION 7.
If the Corporation has paid indemnity or had advanced expenses to a director, officer, employee or agent, the Corporation shall report the indemnification or advance in writing to the directors with or before the notice of the next directors' meeting.

SECTION 8.
References to "the Corporation" shall include, in addition to the surviving Corporation, any merging Corporation, including any Corporation having merged with a merging Corporation, absorbed in a merger which otherwise would have lawfully been entitled to indemnify its directors, officers, and employees or agents.

ARTICLE XIII
DISTRIBUTION UPON DISSOLUTION
The Corporation may be liquidated or dissolved at any time. Subject to any valid restrictions imposed on contribution to the Corporation, upon the winding up and dissolution of the Corporation, all of the Corporation’s assets remaining after payment or adequate provision for the lawful debts and obligations of the Corporation and the expenses of its liquidation or dissolution shall be distributed (i) primarily, in furtherance of the Corporation’s Primary Purpose, and exclusively for the Corporation’s 501(c)(6) Exempt Purposes (including by distribution to or for the use of one or more Qualified Charitable Organizations having a similar Primary Purpose), in such manner and proportions as the Board of Directors shall determine in its discretion, or (ii) to the federal government, or (iii) to a state or local government for a public purpose, or (iv) by the Superior Court of the Judicial District in which the principal office of the Corporation is then located (or any court of competent jurisdiction if the principal office of the Corporation is then located outside the State of Illinois), primarily, in furtherance of the Corporation’s Primary Purpose, and exclusively for the Corporation’s 501(c)(6) Exempt Purposes (including by distribution to or for the use of one or more Qualified Charitable Organizations having a similar Primary Purpose), as the court shall determine.

ARTICLE XIV
AMENDMENTS
Amendments may be proposed by any member of the Corporation. Proposals must be submitted in writing to the Secretary prior to the commencement of the meeting. The by-laws of the Corporation may be made, altered, amended or repealed by a two-thirds (2/3) vote of the Delegates present and voting. The by-laws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with the law or the articles of incorporation.

-------------------------------------------
Approved on December 12th, 2025