Bylaws of the International Oak Society

Bylaws of the International Oak Society
an Illinois not-for-profit corporation
(As amended on December 8, 2022)

ARTICLE SIX.  MEETINGS OF MEMBERS.

Section One.  Triennial Conference.  A triennial conference of the members shall be held every third year, beginning with the year 1997, at such place as the board of directors may designate, and on such date or dates as the board of directors may designate, by resolution duly adopted by the board.  Appropriate for consideration at such triennial conferences shall be the election of directors and such other corporate business as may come before the meeting.  If the election of directors shall not be held on the day designated for the triennial conference, or at any adjournment of such a conference, the board of directors shall cause the election to be held at a special meeting of the members conducted as soon thereafter as practicable.

Section Two.  Annual Meetings.  In those years in which a triennial conference of the members is held, the triennial conference shall constitute the annual meeting of the members.  In those years in which no triennial conference is held, an annual meeting of the members shall be held only if called by the board of directors.  However, if no annual meeting is held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting, and if any member entitled to vote shall thereafter submit a written request to the president of the corporation requesting the holding of such an annual meeting, the board of directors shall adopt a resolution scheduling such an annual meeting, and shall cause a notice of the time and place for such meeting to be delivered to the members entitled to vote within 60 days of the president's receipt of such written request.

Section Three.  Special Meetings.  Special meetings of members may be called by the president, the board of directors, or not less than one-twentieth of such members as may be qualified to vote.

Section Four.  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, special meeting, or triennial conference of members.  If no designation is made, the place of meeting shall be the registered office of the corporation.  However, if all members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section Five.  Notice of Meetings.  Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, personally or by mail, to each member entitled to vote at such meeting, not less than thirty (30) days before the date of such meeting, by or at the direction of the president, secretary, or such officers or persons as are calling the meeting.  In the case of special meetings, or when required by these bylaws or by law, the purpose or purposes for which the meeting is called shall be stated in the notice.  If sent by mail, a notice of meeting shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the member at the member's address as it appears on the records of the corporation at the time of mailing.

Section Six.  Informal Action by Members.  Any action required or permitted to be taken at any meeting of members, may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by either (a) all of the members entitled to vote with respect to the subject matter thereof, or (b) the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting.

If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only:  (a) if, at least 5 days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof, and (b) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.

Section Seven.  Quorum.  Members holding five per cent (5%) of the total 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 those present may adjourn the meeting from time to time without further notice.

Section Eight.  Proxies.  At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member's duly authorized attorney in fact.  No proxy shall be valid after 11 months from its date of execution unless otherwise provided in the proxy.

Section Nine.  Voting by Mail.  Where directors are to be elected by members, such election may be conducted by mail in such manner as the board of directors shall determine.

Section Ten.  Voting Rights.  Each membership, regardless of class, shall be entitled to one vote in each matter submitted to vote at a meeting of members.  If an organization is a member, the organization shall designate one person who shall have the right to exercise the organization's voting rights.

At any election for directors of this corporation, each member shall be entitled to cast a number of votes equal to the number of directors to be elected, but no member may cast more than one vote for any candidate for director.  The candidates for director receiving the highest number of votes, up to the number of directors to be elected, will be deemed to be elected.

ARTICLE SEVEN.  DIRECTORS.

Section 1.  Number and Tenure.  The number of directors of this corporation shall be at least five and no more than ten.  The number of directors may be increased or decreased within the above range, from time to time, by either the board of directors or the members without amendment to this section.  The range of number of directors may be increased or decreased, from time to time, by the amendment of this section, provided that in no event may the smallest number of authorized directors be less than three, and provided further that in no event may the largest number of authorized directors exceed the smallest number of authorized directors by more than five.  No decrease in the number or range of directors shall have the effect of shortening the term of an incumbent director.

Section Two.  Qualifications of Directors.  Directors must be members of the corporation.

Section Three.  Term of Office.  The term of office of each director elected by the members shall be approximately three years, with each term expiring at the conclusion of the next triennial conference of members following the director's election, or, if later, on the date of qualification of the director's successor in office.

Section Four.  Powers. 

(a) Except as otherwise provided in the articles of incorporation, or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the board of directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the board may from time to time, by resolution, designate.

(b) Management of income property.  As described in Article Nine, the board of directors may determine, by resolution from time to time duly adopted, to delegate in whole or in part, the management, investment, and disposition of the property of the corporation for the purpose of earning an income from that property, as distinguished from the matter of applying property and funds to charitable purposes, to a finance committee consisting of not less than three members of the board (who shall be elected by majority vote thereof), or to one or more trust companies or banks duly authorized to conduct a trust or banking business under the laws of Illinois.

Section Five.  Appointment and Removal of Directors.

(a) Whenever a vacancy exists on the board of directors, whether by death, resignation, increase in number of authorized directors, or otherwise, the vacancy shall be filled by appointment of a new director by a majority of the remaining directors at a regular or special meeting of the board.  Any person appointed or elected to fill the vacancy of a director, or to fill a newly authorized directorship, shall be a member of the corporation.

(b) Any director may be removed, with or without cause, by the unanimous vote of all of the members of the board of directors (other than the director sought to be removed) at a special meeting called for that purpose.  At any such meeting, any vacancy caused by the removal may be filled as stated above.

(c) Any person appointed or elected to fill a vacancy in the board of directors, or to fill a newly created directorship, shall hold office until the conclusion of the next triennial conference of members following the director's appointment or election or, if later, until the date of qualification of the director's successor in office, subject to the power of removal stated above.

Section Six.  Compensation.  No member of the board of directors shall receive any compensation from the corporation.

Section Seven.  Meetings. 

(a) Meetings shall be held at such place or places as the board of directors may from time to time by resolution designate; or, in the absence of such designation, at the principal office of the corporation.

(b) Triennial meetings of the board of directors shall be held in conjunction with, or as soon as convenient after, each triennial conference of members.  Notice of such meetings shall be signed by the secretary and mailed to each director at the address last recorded on the books of the corporation, not less than thirty days before the date of the meeting. However, this requirement may be waived by resolution of the board of directors.

(c) The president may, as the president deems necessary, and the secretary shall, if so requested in writing by three members of the board of directors, call a special meeting of the board.  In such event, thirty (30) days written notice to each director shall be deemed sufficient.

(d) A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board.  However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

(e) Except as may otherwise be provided in these bylaws, or in the articles of incorporation of this corporation, or by law, the act of a majority of directors present at any meeting at which a quorum is present shall be the act of the board of directors.

Section Eight.  Action Without Meeting.  No meeting need be held by the board to take any action required or permitted to be taken by law, provided all members of the board shall individually or collectively consent in writing to such action, and such written consent or consents is filed with the minutes of the proceedings of the board.  Action by written consent shall have the same force and effect as action by unanimous vote of the directors.  Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the board of directors without a meeting, and that the bylaws authorize the directors to so act.  Such a statement shall be prima facie evidence of such authority.

Section Nine.  Participation by Conference Telephone. Directors may participate in and act at any meeting of the board of directors 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 Ten.  Liability of Directors.  The directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations.

ARTICLE EIGHT.  OFFICERS.

Section One.  Designation of Officers.  The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer.  No two offices may be held simultaneously by the same person.  Each officer must be a member and director of the corporation.  No person serving as president may serve more than two consecutive terms in that office.  No person serving as vice president may serve more than two consecutive terms in that office.

Section Two.  Election and Term of Office.  The officers of this corporation shall serve for terms of approximately three years in length, with each term expiring on the date of the triennial meeting of the directors following the election or appointment of that officer.  The officers shall be elected by the board of directors at the triennial meeting of the board of directors. If the election of officers shall not be held at such triennial meeting, such election shall be held as soon thereafter as may be practicable.  Each officer shall hold office until his successor shall have been duly elected and shall have been qualified.

Section Three.  Removal.  Any officer elected by the board of directors may be removed by the board of directors whenever in its judgment the interests of the corporation would be best served, provided that no officer shall be so removed unless all members of the board (other than the officer being so removed) vote for removal.  Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section Four.  Vacancies.  In the event of a vacancy in the office of president, the vice president shall become the president for the unexpired portion of the president's term. In the event of a vacancy in any other office, such vacancy shall be filled by the board of directors for the unexpired portion of the term of that office.

Section Five.  President.  The president shall be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation.  The president:

• Shall preside at all meetings of members and of directors;
• May sign, with the secretary or other officer duly authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the board of directors, except in cases where the signing and execution of such instruments has been expressly delegated to some other officer or agent of the corporation by resolution duly adopted by the board of directors, by these bylaws, or by operation of law;
• May, with the written consent of the other officers of the corporation, delegate in writing the authority to sign contracts on behalf of the corporation, specifying the scope of delegation with respect to both subject matter and duration, to one or more other officers or agents of the corporation, which delegation the president may terminate in writing with immediate effect at any time; and
• Shall perform all other duties generally incident to the office of president and such other duties as may be prescribed by the board of directors.

Section Six.  Vice President.  In the absence of the president or in the event of the president's inability or refusal to act, the vice president 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 vice president shall perform such additional duties as may from time to time be assigned to him by the president or by the board of directors.

Section Seven.  Treasurer. 

If so required by the board of directors, the treasurer shall:

• Give a bond for the faithful discharge of the treasurer's duties in such sum and with such surety or sureties as the board of directors may deem appropriate;
• Have charge and custody of, and be responsible for, all funds and securities of the corporation;
• Be responsible for the preparation of all state and federal income tax returns, and/or any other tax returns, required to be filed by the corporation;
• Receive and give receipts for moneys due and payable to the corporation from any source and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected by the board of directors; and
• Perform all duties generally incident to the office of treasurer and such other duties as may from time to time be assigned to the treasurer by the president or by the board of directors.

Section Eight.  Secretary. 

The secretary shall:

• Keep the minutes of meetings of 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 these bylaws or as required by law;
• Be custodian of the corporate records and of the seal of the corporation;
• Keep a membership book containing the names and addresses of all members and directors of the corporation, and with respect to any membership which has been terminated, record that fact together with the date of termination;
• Exhibit to any director of the corporation, or to a director's agent, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these bylaws, the articles of incorporation, the membership book, the minutes of any meeting, and the other records of the corporation.

ARTICLE NINE.  COMMITTEES.

Section One.  Executive Committees.  By majority vote of the directors in office, the board of directors may, by resolution duly adopted, establish one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided by such resolution, shall have and exercise the authority of the board of directors in the management of the corporation; provided, however, that the designation of and delegation of authority to such committees shall not relieve the board of directors, or any director individually, of any responsibility imposed on the board of directors or any individual director by these bylaws, or by law.

Section Two.  Finance Committee.  The matter of controlling, managing, investing, and disposing of the property of this corporation for the purpose of earning an income as distinguished from applying property and funds to charitable purposes, shall be exclusively vested in a finance committee which shall consist of no fewer than three directors, who shall be elected by majority vote of the board of directors.

Section Three.  Other Committees.  Other committees not having and exercising the managerial authority of the board of directors, may be established by resolution duly adopted by majority vote of the board of directors.  Except as may be provided by resolution, members of committees shall be members of the corporation, and shall be appointed by the president.  Any member may be removed by the president, whenever in the judgment of the president the interests of the corporation would be best served by such removal.

Section Four.  Terms of Office.  Each member of a committee shall continue as such until the next annual meeting of members of the corporation and until his or her successor is appointed, unless such committee shall be sooner abolished, or unless such member be removed or cease to qualify as a member of the committee.

Section Five.  Chairperson.  One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members of the committee.

Section Six.  Vacancies.  Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected shall be elected for the unexpired term of his predecessor.

Section Seven.  Quorum.  Unless otherwise provided in a committee's establishing resolution, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act of the committee.

Section Eight.  Rules.  Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however that such rules and regulations shall be consistent with these bylaws, and provided further that regular minutes of all proceedings shall be kept.

ARTICLE TEN.  CONTRACTS, CHECKS, DEPOSITS, AND FUNDS.

Section One.  Contracts.  The board of directors may, by resolution duly adopted, authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation.  Such authority may be general, or confined to specific instances.

Section Two.  Gifts and Contributions.  The board of directors or an executive committee may:

• Accept on behalf of the corporation any contribution, gift, bequest, or devise of any type of property ("donations"), for the general and special charitable purposes of the corporation, on such terms as the board or committee shall approve;
• Hold such funds or property in the name of the corporation or of such nominee or nominees as the board or committee may appoint;
• Collect and receive the income from such funds or property;
• Devote the principal or income from such donations to such benevolent and charitable purposes as the board or committee may determine; and
• Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate, and after approval of such agreement by the board or committee devote the principal or income from that donation according to the agreement.

Section Three.  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 Four.  Checks, Drafts, Orders for Payment. 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 the board of directors shall from time to time by resolution determine.  In the absence of such determination, such instruments shall be signed by the treasurer or an assistant treasurer, and countersigned by the president or a vice president of the corporation.

ARTICLE ELEVEN.  MISCELLANEOUS.

Section One.  Books and Records.  The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members, board of directors, and committees, and shall keep at the registered or principal office (or at such other office as the board of directors may designate by resolution) a membership book giving the names and addresses of members entitled to vote.  All books and records of the corporation may be inspected by any director, or member, or the agent or attorney of either, or any proper person, at any reasonable time.

Section Two.  Fiscal Year.  The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

Section Three.  Waiver of Notice.  Whenever any notice 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 this 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 TWELVE.  CHAPTERS.

Section One.   Chapters may be organized to improve communication among members and to facilitate the purpose of the Society in a region or local area.  Proposed chapters shall have a minimum of ten (10) members, who shall submit a written application to the Secretary.  Each new chapter shall be approved first by the Board of Directors and then by the members at the next triennial conference.

Section Two.  Each chapter shall ratify chapter bylaws, and these shall be approved by the Board of Directors of the Society.  Chapter bylaws shall not conflict with those of the Society, and shall have an article of dissolution similar to Article Fourteen.

Section Three.  All members of chapters shall be members of the corporation.

Section Four.  Each chapter shall have the following officers: President, Treasurer, Secretary and any others deemed necessary.  The elections, terms, and responsibilities of chapter officers shall be at the discretion of each chapter.

Section Five.  Chapter activities shall not conflict with those of the corporation.

Section Six.  The chapter secretary shall submit an annual report to the board of directors of the corporation, and the chapter treasurer shall submit an annual financial statement to the board of directors of the corporation.

Section Seven.  Each chapter shall purchase property and liability insurance sufficient to cover any losses it may incur, and shall hold harmless and defend the corporation from and against all liabilities incurred by the chapter.

Section Eight.  Chapters may collect dues to finance their activities.

ARTICLE THIRTEEN.   AMENDMENTS.

Section One.  Power of Members to Amend Bylaws. The bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted by the vote or written assent of two-thirds of the members entitled to vote or by the vote of two-thirds of a quorum of such members at a meeting duly called for the purpose according to the articles or bylaws.

Section Two.  Power of Directors to Amend Bylaws. Subject to the limitations of the articles of incorporation, these bylaws, and the General Not for Profit Corporation Act of Illinois concerning corporate action that must be authorized or approved by the members of the corporation, the bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted, by a resolution of the board of directors.

ARTICLE FOURTEEN.   DISSOLUTION.

Section One.  The corporation may be dissolved upon the recommendation of the board of directors of the corporation and upon the affirmative vote of two-thirds of the members present, in person or by proxy, at any triennial conference or, if necessary, at a special meeting of the members called for that purpose.

Section Two.  Notice of a vote to dissolve shall be given to all members at least thirty (30) days before the conference or meeting at which the vote will be taken, which notice shall include the board's justification for its recommendation to dissolve.

Section Three.  Upon dissolution of the corporation, its assets shall be distributed, or applied, as follows:

(a)  first, all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore;

(b) all other assets shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations qualified as charitable organizations under the provisions of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future tax code, which are engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in the Illinois Not-for-Profit Corporation Act;

(c) any assets not distributed under paragraphs (a) and (b) of this section shall be distributed as directed by a court of competent jurisdiction, exclusively for such purposes or to such organizations, as said court shall determine.