MCA Bylaws

ARTICLE I

PURPOSES

The purposes of the Association  [corporation] as stated in its certificate of incorporation are:

1 . To promote the game of curling which includes but is not limited to holding the Illinois state playdown championships.

2. To cooperate with the United States Curling Association.

The Association [corporation] also has such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois.

ARTICLE II

OFFICES

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The Association [corporation] shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the board of directors may from time to time determine.

ARTICLE III

MEMBERS

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SECTION 1. MEMBERSHIP. Any duly organized curling club or affiliated organization domiciled in the State of Illinois,  or a curling club located outside the State of Illinois for which membership in the Illinois Curling Association has been approved by the United States Curling Association shall be eligible for membership in this Association and upon being admitted to membership and paying the annual dues to the Association shall be entitled to all the rights and privileges of membership in the Association.

SECTION 2. APPLICATION AND ELECTION FOR MEMBERSHIP. Except in the initial election of members, application for membership shall be made in writing by the Secretary of the applying club or affiliated organization to the Executive Director of the

Association. Said application shall contain the name of the club or affiliated organization; the names of its officers; the names and addresses of its members; a copy of its charter and bylaws; a request for affiliation; and such other information as the board of directors of the [this] Association may require. The application of the applying club or affiliated organization may be considered by the board of directors at any meeting, providing the Association’s Executive Director has had the application at least 60 days prior to any meeting at which the membership application is discussed. The election to membership shall be by the affirmative vote of three-fourths of the full board of directors.

SECTION 3. VOTING RIGHTS. Each member club and affiliated organization shall be entitled to one vote on each matter submitted to a vote of the members.

SECTION 4. TERMINATION OF MEMBERSHIP. The board of directors by affirmative vote of three-fourths 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 shall be in default in the payment of dues for the period fixed in Article XII of these bylaws.

SECTION 5. RESIGNATION. Any member may resign by filing a written resignation with the Executive Director, 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 Executive Director, the board of directors may by the affirmative vote of three-fourths 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 Association [corporation] is not transferable or assignable.

ARTICLE IV

MEETINGS OF MEMBERS

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SECTION 1. ANNUAL MEETING. The annual meeting of the members of the Association shall be held during the month of May in each year, beginning with the year 1965, for the purpose of [electing officers and for] the transaction of such [other] business as may come before the meeting. [If the election of officers 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 called as soon thereafter as conveniently may be.]

SECTION 2. SPECIAL MEETINGS. Special meetings of the members of the Association may be called by the President or by any three members of the board of directors.

SECTION 3. NOTICE OF MEETINGS. Written notice or printed 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 shall be delivered not less than 5 nor more than 40 days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Executive Director, or the officers or persons calling a meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the [his] address as it appears on the records of the Association, with postage thereon prepaid. Attendance of a member representative [director] at any meeting shall constitute a waiver of notice of such meeting except where a member representative [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.

SECTION 4. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the members of the Association [corporation], or any other 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 5. QUORUM. A simple majority of the members [of the board] shall constitute a quorum for the transaction of business at any meeting properly called.

SECTION 6. PROXIES. At any meeting of members, a member entitled to vote may vote either in person (by its representative director) or by proxy executed in writing by the member or by its [his] duly authorized attorney-in-fact.

ARTICLE V

BOARD OF DIRECTORS

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SECTION 1. GENERAL POWERS. The board of directors shall have the control and management of the affairs and funds of the Association.

SECTION 2. NUMBER AND TENURE. The board of directors of the Association shall consist of one representative [member] from each duly organized curling club and affiliated organization which is a member of this Association. [, and the elected President and Vice-President.] [Said directors shall, so far as possible, be divided into three numerically equal classes. At the organization meeting:

One-third (1/3) of the directors shall be designated to serve for one year and after serving for the first year said class of directors shall henceforth serve three-year terms.

One-third (1/3) of the directors shall be designated to serve a three-year term and after serving for three years said class of directors shall henceforth serve three-year terms.]One-third (1/3) of the directors shall be designated to serve a two-year term and after serving for two years said class of directors shall henceforth serve three-year terms.

[Except that no] No director can serve in succession more than two complete three-year terms. In the event of vacancy the President or the Executive Director of this Association shall, within 30 days after learning of such vacancy, notify the member [club], in writing, that it is without representation. The member [club] that is not represented shall notify the Executive Director of the Association in writing as to whom shall represent said member [club] on the board of directors for the unexpired term.

SECTION 3. PRESIDENT AND VICE PRESIDENT The President and Vice President shall be voting members of the board of directors and shall serve on the board until relieved of office.

SECTION 4 [3]. PAST PRESIDENT. The immediate Past President shall be a voting member of the board of directors and shall serve on the board until a new President is duly elected.

SECTION 5 [4]. U.S.C.A. REPRESENTATIVES. The duly elected U.S.C.A representatives from the Illinois Curling Association shall be voting members of the board of directors and shall serve on the board until they are replaced. [The board of directors shall elect up to four additional voting members who will serve as U.S.C.A. representatives.] No U.S.C.A. representative director can serve in succession more than two complete three-year terms.

[SECTION 5. DIRECTORS AT LARGE. The board of directors may elect up to four additional voting members at large to serve for a one year term.]

SECTION 6. QUORUM. A majority of the members of the board of directors 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 board.

SECTION 7. MEETINGS. The Annual Meeting of the Board of Directors of the Association shall be held during the month of May for the purpose of electing officers and for the transaction of such other business as may come before the meeting.

Other meetings may be provided for by resolution of the Board. Special meetings of the Board may be called at anytime by or at the request of the President or any three directors

SECTION 8. NOTICE OF MEETINGS. Written notice of any directors’ meeting shall state the purpose or purposes and shall be mailed to each director at least 15 days prior thereto; and any director may waive notice of any meeting.

SECTION 9 INFORMAL ACTION BY BOARD OF DIRECTORS Any action required to be taken at a meeting of the members of the board of directors, or any other action which may be taken at a meeting of the board, 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 of the board entitled to vote with respect to the subject matter thereof.

ARTICLE VI

OFFICERS

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SECTION 1. OFFICERS The officers of this Association shall consist of a President, a [one or more] Vice Presidents], a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected by the members of the board of directors of this Association from [and by] the members of the board of directors or member organizations of this Association for a one-year term. 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 Association [corporation] shall be elected annually [from the members of the Board] 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 is conveniently possible [conveniently may be]. Vacancies may be filled, or new offices 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 or agent 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 Association [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. 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 Association [corporation] and shall in general supervise and control all of the business and affairs of the Association [corporation]. He/she shall preside at all meetings of the members and of the board of directors. He/she may sign, with the Executive Director or any other proper officer of the Association [corporation] authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors have 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 bylaws or by statue to some other officer or agent of the corporation; and in general 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.

SECTION 6. VICE PRESIDENT. In the absence of the President or in the 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 designated, or in the absence of any designation, then 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. The [Any] Vice President shall perform such other duties as from time to time may be assigned to him/hex 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/her, duties in such sum and with such surety or sureties as the board of directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Association [corporation]; receive and give receipts for moneys due and payable to the Association [corporation] from any source whatsoever, and deposit all such moneys in the name of the Association [corporation] in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VIII of these bylaws; 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 bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member and director which shall be furnished to the Secretary by such member and director; 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 10 EXECUTIVE DIRECTOR. When the Board of Directors shall determine that the affairs of the 1C A require the services of an Executive Director, they shall appoint a person to fill such position, or contract for such services. The Executive Director cannot be a director of the association and shall have no vote. The annual compensation shall be fixed annually by the Board of Directors.

SECTION 11 [10]. SUCCESSION. The Vice-president shall succeed to the office of President [The person elected vice president shall logically be next in line to be president], unless the board of directors, by majority vote, chooses otherwise during the [current] term of the current president.A job description will be prepared for approval of the Board of Directors and the Executive Director shall perform such other duties as may be assigned by the president, secretary, or treasurer as authorized by the Board of Directors.

The vice president and president will not serve as representatives of their member organizations [club(s)]. They are officers of the Association only and [do] have voting privileges only as a director. When a director becomes vice president or president, the member organization [club(s)] they represent shall choose a new representative’s}.

ARTICLE VII

COMMITTEES

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SECTION 1. COMMITTEES OF DIRECTORS. The board of directors, by resolution adopted by a majority of the directors in office, may designate 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; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual directors 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 Association [corporation] 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 one or more of the member organizations of the Association [corporation], and the President of the Association [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 Association [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 Association [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. CHAIR[MAN]. One member of each committee shall be appointed chair[man].

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 bylaws or with rules adopted by the board of directors.

ARTICLE VIII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

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SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents of the Association [corporation], in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association [corporation] and such authorization 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 Association [corporation], shall be signed by such officer or officers, agent or agents of the Association [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 the [a] Vice President of the Association [corporation].

SECTION 3. DEPOSITS. All funds of the Association [corporation] shall be deposited from time to time to the credit of the Association [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 Association [corporation] any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association [corporation].

ARTICLE IX

CERTIFICATES OF MEMBERSHIP

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SECTION 1. CERTIFICATES OF MEMBERSHIP. The board of directors may provide for the issuance of certificates evidencing membership in the Association [corporation] which shall be in such form as may be determined by the board. Such certificates shall be signed by the President or [a] Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Association [corporation]. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Association [corporation]. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the board of directors may determine.

SECTION 2. ISSUANCE OF CERTIFICATES. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the secretary, if the board of directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article.

ARTICLE X

BOOKS AND RECORDS

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The Association [corporation] shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors. All books and records of the Association [corporation] may be inspected by any member, or its [his] agent or attorney for any proper purpose at any reasonable time.

ARTICLE XI

FISCAL YEAR

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The fiscal year of the Association [corporation] shall begin on the first day of May and end on the last day of April in each year.

ARTICLE XII

DUES

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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 Association [corporation]. Each member club shall pay dues based on its curling membership. The amount per member organization shall be fixed by the Association’s board of directors.

SECTION 2. PAYMENT OF DUES. Dues shall be payable to the Association’s Treasurer on or before December 1st [31st] in each year and the tender of such dues shall be accompanied by a certified statement of the names and addresses of the curlers who are members of the dues-paying member organization [club].

SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member club shall be in default in the payment of dues for a period of two months from the beginning of the period for which such dues become payable, its membership may thereupon be terminated by the board of directors in the manner provided in Article III of these bylaws.

ARTICLE XIII

SEAL

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The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association [corporation] and the words “Corporate Seal, Illinois”.

ARTICLE XIV

WAIVER OF NOTICE

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Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or the bylaws of the Association [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 XV

AMENDMENTS TO BYLAWS

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These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, provided that at least two days written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.

Adopted May __, 1993