The Organization’s primary service area shall be: the northern boundary is Chicago Avenue; the eastern boundary is Halsted Street; the western boundary is Kedzie Avenue; the southern boundary is Roosevelt Road.

ARTICLE III

Purposes and Objectives

Section 1: This Organization shall be organized under the General Not-for-Profit Corporation Act of the State of Illinois for the purpose of promoting the development, establishment, and expansion of industry.

Section 2: No part of the net earnings of this Organization shall inure to the benefit of any member as provided in Section 501 of the Internal Revenue Code.

Section 3: The Organization shall have authority to act with respect to areas other than the primary area of operation whenever such action is deemed necessary or appropriate for the achievement of its purposes or objectives.

Section 4: The Organization shall have all those powers enumerated in Section 5 of the general Not-for-Profit Corporation Act and also all such powers as are now or may hereafter be granted by said Act.

Section 5: The Organization may work in conjunction with and become a member of organizations and associations determined and approved by the Board of Directors.

ARTICLE IV

Principal Office of the Organization

The principal office of the Organization shall be the Fulton Carroll Center, 2010 W. Fulton Street, Suite 280, Chicago, Illinois 60612, unless otherwise designated by the Board of Directors.

ARTICLE V

Membership

Section 1: Regular dues paying members of the Organization shall consist of firms or corporations engaged in manufacturing, warehousing, trucking, and services to industry or other activities of an industrial nature.

Section 2: Associate non-dues paying members shall be those organizations and individuals designated by the Board of Directors.

Section 3: Each member shall have one vote, which may be cast either by the voting representatives and alternates duly named in writing. Each member shall be eligible to hold office and become a member of the Board of Directors.

Section 4: No part of the net earnings of the Organization shall inure to the benefit or be distributable to its members, Directors, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Article.

No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the Organization shall not participate in, or intervene in any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements.

Notwithstanding any other provision of these articles, the Organization shall not engage in any activities which are not permitted for a Organization exempt from Federal income tax under Section 501(c)-(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law)

Upon the dissolution of the Organization, the Board of Directors shall after paying or making provision for the payment of all of the liabilities of the Organization, dispose of all of the assets of the Organization exclusively for the purposes of the Organization, in such manner, or to such organization or organizations under Section 501 (c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.

Section 5: A member may terminate his or her membership at anytime , relinquishing thereby all his rights and privileges as a member

Section 6: If the business of any Member firm of Organization shall be sold, consolidated or the control thereof passed to a new firm or Organization, the Council shall be notified immediately.

ARTICLE VI

Finances

Section 1: Annual Dues and Initiation Fee. The annual dues of members shall be fixed by the Board of Directors.

Section 2: Dues shall be paid to the Industrial Council of Nearwest Chicago and deposited in its account..

Section 3: The Board of Directors shall not obligate the Organization in excess of its total net assets without the approval of the majority of the Membership.

Section 4: A financial statement of the Industrial Council of Nearwest Chicago shall be made no less than semi-annually by the Treasurer to the Board of Directors.

Section 5: Contracts. The Board of Directors, or the executive committee, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Organization. No officer, agent, or other person shall expend money or make any contract, agreement, or undertaking in the name of the Industrial Council of Nearwest Chicago without specific authorization by the Board of Directors or the Executive Committee.

Section 6: Checks. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Organization shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall be determined by the Board of Directors or the Executive Committee.

Section 7: Deposits. All funds of the Organization not otherwise employed shall be deposited to the credit of the Organization in such banks, trust companies or other depositaries as the Board of Directors or the Executive Committee may select.

Section 8: Contributions. The Board of Directors or the Executive Committee shall have authority to accept or reject on behalf of the Organization any contribution, gift, or bequest for the general purposes or for any purpose or activity of the Organization.

ARTICLE VII

Fiscal Year

Financial affairs of the Organization shall be operated on the basis of the calendar year, beginning on January first and ending on December thirty-first.

ARTICLE VIII

Meeting of Members

Section 1: Annual Meeting. The annual meeting of the members of the Organization shall be held in January or February.

Section 2: Special Meetings. Special meetings of the members of the Organization may be called by the President, by the Board of Directors, by the Executive Committee, or by not less than one-third of the members of the Organization entitled to vote.

Section 3: Place of Meeting. All meetings of members shall be held in or near ICNC’ primary service area.

Section 4: Notice of Meeting. Written or printed notice of any meeting of members shall be mailed to all members of the Organization not less than ten or more than forty days before the day of the meeting, or at the direction of the President, the Secretary, or the persons calling the meeting. In the case of a special meeting, the meeting’s purpose shall be stated in the notice.

Section 5: Quorum. Twenty percent of all members entitled to vote, or a total of at least 35 members, whichever is the lesser number.

Section 6: Proxies. At all meetings of members, a member entitled to vote may vote in person or by proxy executed in writing by him. Proxies shall be filed with, and verified by the Secretary before or at the time of meeting.

Section 7: Manner of Acting. The act of the majority of the members entitled to vote and present in person or by proxy at a meeting at which a quorum is present shall, unless otherwise provided by these bylaws, be the act of the members.

Section 8: Business. A member desiring to submit a matter for consideration at an annual meeting shall deliver to the Secretary at least ten days before the meeting a resolution setting forth the proposed action. The secretary shall thereupon post a copy of the resolution upon a bulletin board in the principal offices of the Organization. No business other than that specified in this section shall be submitted for action at an annual meeting without the consent of two-thirds of the members entitled to vote and present in person or by proxy. The business of the annual meeting shall be conducted according to Robert’s Rules of Order, unless provided otherwise by the Board of Directors.

Section 9: The annual meeting of the members of the Organization shall be open to the general public, but participation limited to the officers, agents, staff, Directors, members and associate members in good standing of the Organization.

ARTICLE IX

Board of Directors

Section 1: Powers and Duties. The business and affairs of the Organization shall be managed by its Board of Directors. The Board shall have an annual certified audit of the Organization’s finances, which shall be made available to the members and to the general public. The Board shall publish an annual report which shall contain a current list of members, staff, and Directors of the Organization and a summary of material issues of the previous year.

Section 2: Number and Eligibility. The number of Directors shall not exceed twenty-one, consisting of at least a majority representing manufacturing, warehousing, and trucking firms; services to industry; or other firms of an industrial nature located within ICNC’s service area. Tenants of the Fulton-Carroll Center are not eligible to serve as Board Members but can otherwise participate in the Organization.

Section 3: Term of Office. Except as otherwise provided in this Article, the term of office of a director shall be three years. Directors may be re-nominated in compliance with the organization’s nominating policy. Any of the board members of the Organization may be removed by the Board of Directors, whenever in its judgment the best interest of the Organization will be served thereby, by the affirmative vote of a majority of Directors then in office.

Section 4: Meetings. The Board of Directors shall hold its regular annual meeting as soon as practicable after the election of members of the Board at the annual meeting of the members of the Organization. The Board shall keep a record of its proceedings and shall make its own rules of procedure, not inconsistent with these bylaws, and its own rules with respect to the frequency, time, place and notice of its meetings. The Board shall meet at least once quarterly. Any director who does not attend at least half of the regularly scheduled Board Meetings will be asked to resign and his or her vacancy filled in accordance with Section 7 below.

Section 5: Quorum. One-third of the qualified and acting members of the Board of Directors shall constitute a quorum for the transaction of business at Board meeting.

Section 6: Manner of Acting. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall, except where otherwise provided by law or by these bylaws, be the act of the Board of Directors.

Section 7: Vacancies. Any vacancy occurring in the membership of the Board of Directors shall be filled by the Board of Directors. A director selected to fill a vacancy shall be elected by the Board for the unexpired term of his predecessor in office.

Section 8: Special meetings of the Board of Directors. The President or a majority of the Executive Committee may call a special meeting of the Board of Directors, provided that written notice stating the purpose of the meeting is given to all Board members at least 48 hours in advance of the meeting.

Section 9: The authority of the Board of Directors may be exercised without a meeting, if consent is provided by all of the Directors entitled to vote.

Section 10: Indemnification. The Organization shall indemnify the Organization’s officers and Directors to the extent permitted or allowed by the state of Illinois.

The Organization shall indemnify any person, who by reason of the fact that he is or was an officer or director of the Organization, is made a party or is threatened to be made a party to any litigation, claim, suit, action or other proceeding of any kind, against expenses and liabilities, judgments, costs, fines, penalties, amounts paid in settlement, reasonable attorney's fees, and other losses, actually and reasonably incurred by him in connection with the defense or settlement thereof. This is provided that he acted in good faith, in a manner not opposed to the best interests of the Organization, and if he had no reasonable cause to believe his conduct was unlawful.

No indemnification shall be made in respect of any claim or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Organization.

The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law or agreement, whether or not they are officers or Directors. Indemnification shall extend to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of the person being indemnified.

ARTICLE X

Officers

Section 1: Officers. The elected officers of the Organization shall be a President, one or more Vice Presidents as determined by the Board of Directors, a Secretary, a Treasurer, an Assistant Secretary and an Assistant Treasurer. Other officers may be appointed pursuant to these bylaws. No person shall hold two or more offices simultaneously.

Section 2: Election Term of Office and Eligibility. At its regular meeting, the Board of Directors shall elect the Officers to be elected as listed in Section 1 of this Article. If the election of officers is not held at such meeting, the election shall be held as soon thereafter as convenient.

The President and Vice-President shall be elected from among the members of the Board of Directors and shall be eligible to hold office if they remain qualified and acting Directors. Each officer elected in accordance with the provisions of this section shall hold office until the next regular annual meeting of the Board and until his successor shall have been duly elected and shall have qualified, or until his own death, resignation or disability.

This holds provided that each officer elected by the original Board of Directors (see the articles of incorporation) shall hold office until the next annual meeting of the Board of Directors and until his successor shall have been duly elected and shall have been qualified, or until his death, resignation, or disability. No director may serve more than five consecutive terms as President of the Board of Directors.

Section 3: Vacancies. In the event an elected officer listed in Section 1 of this Article becomes vacant, an election shall be held at a regular or special meeting of the Board of Directors to fill the unexpired portion of his term. Also, the President or the Vice-President may designate a person to hold this vacant office until the next meeting of the Board of Directors, except for the office of President.

Section 4: Appointed Officers. The Board of Directors, on the recommendation of the Executive Committee, may appoint an Executive Director and other non-elective officers of the Organization. Appointed officers may be removed from office by the Board of Directors when the best interests of the Organization would be served. The Board, upon recommendation by the Executive Committee, may authorize the execution of employment contracts with such officers for a fixed term, and removal from office shall be without prejudice to any rights arising out of such contracts.

ARTICLE XI

Duties of the Officers

Section 1: President. The President shall be the Chief Executive officer of the Organization; preside at all meetings of the members of the Organization of the Board of Directors and of the Executive Committee, and perform the duties incident to the office of President and other duties as may be prescribed by the Board of Directors.

Section 2: Vice-President. The Vice-President is authorized to act for the President by this section and shall, in the absence of the President or in the event of his inability or refusal to act, have the powers and duties revolving upon the President. The appropriate Vice-President for this act shall be the one who is present, the senior officer, or the senior in age. Vice-President shall perform other duties as may be assigned to him by the President, the Board of Directors or the Executive Committee.

Section 3: Treasurer. In accordance with regulations set by the Board of Directors or the Executive Committee, the Treasurer shall have charge of the funds, securities, and other property of the Organization; deposit these funds in the banks, trust companies, or other depositaries which are designated by the Executive Committee; and perform all duties, which may be assigned to him by the President, the Executive Committee, or the Board of Directors. The Treasurer shall also serve as the Chair of the Finance Committee.

Section 4: Secretary. The secretary shall ensure that accurate minutes are kept of all meeting of the members of the Board of Directors and the Executive Committee, guard the corporate records and seal, keep a register of the members, and perform duties which may be assigned to him by the President, the Board of Directors, or the Executive Committee.

Section 5: Assistant Treasurer and Assistant Secretary. These officers shall be members of the Executive Committee and shall be authorized to act for the Treasurer or the Secretary in their absences or in the event of their inability or refusal to act and shall have the powers and duties revolving upon the Secretary.

Section 6: Executive Director. The Executive Director shall have charge of the operations of the Organization and shall appoint the staff with the approval of the Board of Directors or the Executive Committee. Other appointments can be made by the Board, the Executive Committee, the officers of the Organization, or as stated in theses bylaws, by the President.

In exercising his or her powers, the Executive Director shall be subject to regulations or direction as may be adopted or issued by the Board of Directors, the Executive Committee, or the President. The Executive Director shall report to the Board of Directors, the Executive Committee, or the President as and when required.

ARTICLE XII

Executive Committee

Section 1: Composition. The Executive Committee shall be composed of the President, the Vice-President, the Treasurer, and the Secretary of the Organization and of such additional members of the Board of Directors as may from time to time be elected to the Committee by the Board.

Section 2: Term of Office. Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors or until his death, disability, or resignation from either the Executive Committee or the Board and until his successor is duly elected and qualified.

Section 3: Authority. The Executive Committee, in addition to all of the other powers conferred on it by these bylaws, shall have the power of the Board of Directors during the intervals between Board meetings.

Section 4: Officers. The President of the Organization shall act as Chairman of the Executive Committee, and the Secretary of the Organization shall act as Secretary of the Executive Committee.

Section 5: Meetings. The Executive Committee shall meet as necessary. It shall record its proceedings and shall, subject to the other provisions of these bylaws, make it’s own rules of procedure and time and place of meeting.

Section 6: Quorum. A majority of the members of the Executive Committee shall constitute a quorum.

Section 7: Manner of Acting. The act of majority of the members of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee.

Section 8: Vacancies. Vacancies in the membership of the Executive Committee shall be filled for the unexpired term of said vacancy by one of the Board of Directors.

ARTICLE XIII

Committees

Section 1: Designation of Committees. The Executive Committee shall have the authority to create committees of the members of the Organization, in addition to the committees designated by these bylaws, to define and modify their functions and to discharge or terminate any such committees.

Section 2: Appointments. The President shall appoint the Chairmen and members of all committees, the term of such appointment to be at the pleasure of the President.

Section 3:Ex-Officio Members. The President, Secretary, and Executive Director shall be members, ex-officio of all committees.

Section 4: Consultants. The President, in counsel with the members of various committees, shall have the power to name consultants to said committees, who need not be members of the Organization.

ARTICLE XIV

Nominations and Elections

Section 1: The Board of Directors shall be elected at the annual meeting of the Industrial Council of Nearwest Chicago.

a) At least three months prior to the annual meeting, the President shall appoint a nominating Committee. This committee shall select a group of nominees or accept written nominations from members and report its selection to the membership

b) Prior to election time, every nominee must agree to serve and to accept the obligations of the office if elected.

c) Additional nominations may be made from the floor.

Section 2: The Board of Directors shall select the President, Vice-President, Secretary, and Treasurer at its first regular meeting.

Section 3: The Board of Directors and the Officers selected by them shall serve until the close of the meeting at which their successors are elected.

Section 4: The Board of Directors shall have power to fill vacancies on the Board to serve until the next annual meeting.

ARTICLE XV

Amendments

Section 1: Proposed amendments to these bylaws must be recommended by a majority of the Board of Directors. When so, the amendment shall be referred to the Council for action either at the annual meeting or by letter ballot. An amendment shall become operative when approved by a majority of members. Notification of such approval shall be mailed to the membership. These bylaws were revised on: 2/10/69, 6/20/73, 3/02/78, 2/22/79, 1/21/92, 1/29/95, 7/01/98, 6/30/99, 01/01, 2/06).

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