1-18-2020 CEPC 2020 Member Directory

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vote when, in their judgment, the best interests of the Council willbe served thereby. Such removal shall require a notice specifyingthe director or officer to be removed and an affirmative voteof a majority of the members voting at any meeting of memberscalled for the purpose of considering such removal.Section 3. Notice and Hearing. No member shall be suspendedor expelled, except for the nonpayment of dues, and nodirector or officer shall be removed, unless written notice of suchproposed action, together with a concise statement of the allegedconduct upon which such action is based, shall be given tosuch member, director or officer by first class mail not less thanthirty days prior to the final action by the body authorized to actupon his or her suspension, expulsion or removal (hereinafter inthis Section 3 the “authorized body”). Such notice shall be givenby or at the direction of those officers, directors or membersempowered elsewhere in these bylaws to call or to require thecalling of a special meeting of the authorized body, upon writtennotice sent by first class mail to the president of the Councilwithin ten days after the mailing of the foregoing notice.ARTICLE XIndemnification of Officers and DirectorsSection 1. The Council may indemnify any person who was oris a party, or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative (other than an action byor in the right of the Council) by reason of the fact that he orshe is or was a director, officer, employee or agent of the Council,or who is or was serving at the request of the Council as adirector, officer, employee or agent of another Council, partnership,joint venture, trust or other enterprise, against expenses(including attorneys’ fees) judgments, fines and amounts paidin settlement actually and reasonably incurred by such personin connection with such action, suit or proceeding, if such personacted in good faith and in a manner he or she reasonablyincurred by such person in connection with such action, suit orproceeding, if such person acted in good faith and in a mannerhe or she reasonably believed to be in, or not opposed to, thebest interests of the Council, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe his orher conduct was unlawful. The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon aplea of nolo contendere or its equivalent, shall not, of itself, createa presumption that the person did not act in good faith andin a manner which he or she reasonably believed to be in, or notopposed to, the best interests of the Council, or, with respect toany criminal action or proceeding, that the person had reasonablecause to believe that his or her conduct was unlawful.Section 2. The Council may indemnify any person who wasor is a party, or is threatened to be made a party to any threatened,pending or completed action or suit by or in the right of theCouncil to procure a judgment in its favor by reason of the factthat such person is or was a director, officer, employee or agentof the Council, or is or was serving at the request of the Councilas a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, againstexpenses (including attorneys’ fees) actually and reasonablyincurred by such person in connection with the defense or settlementof such action or suit, if such person acted in good faithand in a manner he or she reasonably believed to be in, or notopposed to, the best interests of the Council, provided that noindemnification shall be made in respect of any claim, issue ormatter as to which such person shall have been adjudged to beliable for negligence or misconduct in the performance of his orher duty to the Council, unless, and only to the extent that thecourt in which such action or suit was brought shall determineupon application that, despite the adjudication of liability, but inview of all the circumstances of the case, such person is fairlyand reasonably entitled to indemnity for such expenses as thecourt shall deem proper.Section 3. To the extent that a director, officer, employee oragent of the Council has been successful, on the merits or otherwise,in the defense of any action, suit or proceeding referredto in Sections (1) and (2) of this Article X, or in defense of anyclaim, issue or matter therein, such person shall be indemnifiedagainst expenses (including attorneys’ fees) actually and reasonablyincurred by such person in connection therewith.Section 4. Any indemnification under Sections (1) and (2) ofthis Article X (unless ordered by a court) shall be made by theCouncil only as authorized in the specific case, upon a determinationthat indemnification of the director, officer, employee oragent is proper in the circumstances because he or she has metthe applicable standard of conduct set forth in Sections (1) and(2) of this Article X. Such determination shall be made (i) by theBoard by a majority vote of a quorum consisting of directors whowere not parties to such action, suit or proceeding, or (ii) if sucha quorum is not obtainable, or, even if obtainable, a quorum ofdisinterested directors so directs, by independent legal counselin a written opinion.Section 5. Expenses (including attorneys’ fees) incurred indefending a civil or criminal action, suit or proceeding may bepaid by the Council in advance of the final disposition of suchaction, suit or proceeding, as authorized by the Board in the specificcase, upon receipt of an undertaking by or on behalf of thedirector, officer, employee or agent to repay such amount, unlessit shall ultimately be determined that he or she is entitled to beindemnified by the Council as authorized in this Article X.Section 6. The indemnification provided by this Article X shallnot be deemed exclusive of any other rights to which those seekingindemnification may be entitled under any agreement, voteof disinterested director, or otherwise, both as to action in his orher official capacity and as to action in another capacity whileholding such office, and shall continue as to a person who hasceased to be a director, officer, employee or agent, and shallinure to the benefit of the heirs, executors and administrators ofsuch a person.Section 7. The Council may purchase and maintain insuranceon behalf of any person who is or was a director, officer, employeeor agent of the Council, or who is or was serving at therequest of the Council as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise,against any liability asserted against such person andincurred by such person in any such capacity, or arising out ofhis or her status as such, whether or not the Council would havethe power to indemnify such person against such liability underthe provisions of this Article X.Section 8. If the Council indemnifies or advances expensesunder Section 2 of this Article to a director or officer, the Councilshall report the indemnification or advance in writing to the membersentitled to vote with or before the notice of the next meetingof the members.ARTICLE XIConflicts of InterestSection 1. Conflicts of Interest Transactions. Any transactionwith the Council in which a director or officer, or any affiliateof the director or officer, is personally interested, shall bevoidable by the Council, or the basis for imposing liability on thedirector or officer, unless the nature of the director’s or officer’sinterest is fully disclosed to the board of directors prior to anyvote of the board authorizing, approving or ratifying the transaction.The vote of the interested director or officer shall notbe counted in determining whether the board has authorized,approved or ratified the transaction. An “affiliate” shall includea family member, trust or estate in which the officer, director orfamily member is a fiduciary or beneficiary, and a corporation,partnership, limited liability company or other business entity inwhich the officer, director, family member, trust or estate is anofficer, director, employee, manager, partner, member, shareholderor other owner.Section 2. Loans. The Council shall not at any time makeloans to members, officers or directors.1010
ARTICLE XIIContracts, Checks, Deposits and FundsSection 1. Contracts. The board may authorize any officer orofficers, agent or agents of the Council, in addition to the officers soauthorized by these bylaws, to enter into any contract or execute anddeliver any instrument in the name of and on behalf of the Counciland such authority may be general or confined to specific instances.Section 2. Checks, Drafts, Etc. All checks, drafts or other ordersfor the payment of money, notes or other evidences of indebtednessissued in the name of the Council, shall be signed by such officeror officers, agent or agents of the Council, and in such manner, asshall from time to time be determined by resolution of the board. Inthe absence of such determination by the board, such instrumentsshall be signed by the president or treasurer.Section 3. Deposits. All funds of the Council not otherwise employedshall be deposited from time to time to the credit of the Councilin a bank or trust company located in the City of Chicago andapproved by the board.ARTICLE XIIIBooks and RecordsThe Council shall keep correct and complete books and recordsof account and shall also keep minutes of the proceedings of itsmembers, board and committees having any of the authority of theboard, and shall keep at the registered office a record giving thenames and addresses of the members entitled to vote. All booksand records of the Council may be inspected by any member or hisagent or attorney for any proper purpose at any reasonable time.ARTICLE XIVFiscal YearThe fiscal year of the Council shall begin on the first day of July ofeach year and end on the last day of June of each year.ARTICLE XVDuesThe annual dues for each member shall be such amount as theboard shall determine from time to time is reasonably necessaryto meet the financial requirements of the Council. No dues shallbe payable by honorary members. The board shall determine thetime for the payment of the annual dues and may, in its discretion,prorate the initial dues of new members in such a manner as it maydetermine to be fair and equitable.ARTICLE XVIWaiver of NoticeWhenever any notice whatever is required to be given under theprovisions of the General Not For Profit Corporation Act of Illinois, orunder the provision of the Articles of Incorporation or bylaws of thecorporation, a waiver thereof in writing, by the person or persons entitledto such notice, whether before or after the stated date therein,shall be deemed equivalent to the giving of such notice.ARTICLE XVIIAdvertisementNo member of the Council shall use his or her membership inthe Council in any form of advertisement or solicitation of business.Publication of information about a member on the Council’s Website,or reference to membership in the Council that is included ina member’s biographical information, shall not be considered advertising.ARTICLE XVIIIAmendmentsThese bylaws may be amended at any meeting of the membersof the Council at which there is a quorum, by a vote of two-thirds ofthe members present, provided that notice setting forth such proposedamendment or amendments shall have been communicatedin writing to all members at least ten days prior to the date of suchmeeting.1111
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1-18-2020 CEPC 2020 Member Directory

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