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HomeMy WebLinkAboutRes 27-96 11/06/1996 CAF/ 11106196 RESOLUTION NO. 27-96 A RESOLUTION CREATING THE MOUNT PROSPECT VETERANS' MEMORIAL AD HOC EXECUTIVE COMMITTEE WHEREAS, the Village of Mount Prospect recognizes the sacrifices made by men and women who served in our Armed Forces, many of whom gave their lives to protect the United States of Amedce; and WHEREAS, in order to acknowledge the many accomplishments made by these war veterans, the Mayor and Board of Trustees of the Village of Mo.unt Prospect support a permanent memorial to recognize veterans of all wars and conflicts as well as those who served their country during peace time; and WHEREAS, a Veterans' Memorial Foundation has been formed for the purpose of coordinating efforts for the design of a memorial band shell, with the proposed location to be in Lions Park, as well as soliciting apprOximately $350,000 in donations for the construction of this living memorial to be used by individuals, clubs, groups and organizations throughout the Village; and WHEREAS, the Veterans' Memorial Foundation has been established under the laws of the State of illinois as well as being granted status as a Not-For-Profit Organization under the rules of the Internal Revenue Service; and WHEREAS, the Mayor and Board of Trustees of the Village of Mount Prospect do hereby believe it to be in the best interest of the Village of Mount Prospect to create an Ad Hoc Committee for the purpose of expressing their support of the efforts of the Veterans' Memorial Foundation. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the Mayor and Board of Trustees of the Village of Mount Prospect do hereby create the Mount Prospect Veterans' Memorial Ad Hoc Executive Committee. SECTION TWO: That the Mount Prospect Veterans' Memorial Ad Hoc Executive Committee shall consist of a Chairman and no more than twelve (12) members, all appointed by the Mayor with the consent of the Village Board. The members shall elect a Chairman, Vice Chairman, Secretary and Treasurer from the members of the Executive Committee. The Committee shall exist for a period of five (5) years. The Mount Prospect Veterans' Memorial Ad Hoc Executive Committee shall meet on a regular basis and shall keep minutes of said meetings, a copy of which minutes shall be filed in the Office of the Village Clerk. The Executive Committee may recruit members to serve on the Ad Hoc Committee, which members shall serve at the pleasure of the Executive Committee. In all instances, the Mount Prospect Veterans' Memorial Executive Committee shall operate under the terms of the By-Laws for the Mount Prospect Veterans' Memorial Foundation, a copy of which By-Laws ara attached hereto and hereby made a part hereof. SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Clowes, Hendricks, Hoefert, Juracek, Wilks NAYS: None ABSENT: Corcoran PASSED and APPROVED this 6th day of November ,1996 ~S~J/~Oera,-L. Farie~, Mayor/ / Carol A. Fields, Village Clerk BY-LAWS of ARTICLE 1 -- Name Section 1.01 The name of the organization shall be Mount Prospect Veteran's Memodal Foundation, The registered office of the Corporation in llfino[s shall be set forth in the Articles of Incorporation. ARTICLE 2 -- Purpose Section 2,01 To enhance the music and cultural education of the community by doing all things necessary to cause the construction of a band shell on Mt. Prospect Park Disthct property. That said band shell will be dedicated to all American armed forces veterans who have served their country and will use any proceeds received for this purpose. ARTICLE 3 -- Board of Trustees Section 3.01 This Foundation shall have no members. All corporate actions shall be approved by the Board of Trustees as provided in these by-laws, The term Trustee shall be synomous with the term Director, Section 3.02 The property, affairs and business of the Corporation shall be managed by the Trustees. Section 3~03 No Trustee shall have any dght, title or interest in or to the property of the Corporation. Section &04 The number of Trustees shall be at least eleven and not more than thirteen, however, the number of voting Trustees may be increased or decreased to any odd number, by amendment of these by-laws. Section 3.05 The initially appointed Trustees shall serve a term of two years. Newly elected Trustees will serve one year terms. Section 3.06 Any Trustee of the Corporation may resign at any time by giving wdtten notice to the Chair or Secretary of the Corporation. Section 3.07 Any vacancy in the Board of Trustees shall be filled by a majodty vote of the Board of Trustees. ARTICLE 4 - Meetings Section 4.01 The Board of Trustees may hold its meetings at such place or places within the State of Illinois, as it may choose. Section 4.02 At the first meeting following the beginning of the fiscal year, the annual meeting of the Corporation shall be held for the purpose of review and affirmation of the previous year's business. Section 4.03 Regular meetings of the Board of Trustees shall be held the first and third Monday of each month at 7:00 p.m. at the Mt. Prospect Park Distdct RecPlex facility or at another designated location. Section 4.04 Special meetings of the Board of Trustees may be held whenever called by the Chair of the Board or by two or more Trustees. Section 4.05 A quorum for conducting the business of the Board of Trustees shall be not less than a majodty of the Board members present at the meeting. ARTICLE 5 -- Officers and Committee Chairpersons Section 5.01 There shall be the following elected officers: Chairman Vice Chairman Secretary Treasurer Section 5.02 All officers be elected annually by the Trustees of the Corporation. Each shall hold office for a pedod of one year and until his or her successor has been duly elected. Section 5.03 An officer who does not comply with assigned responsibilities may be relieved of his office by majodty vote of the Board of Trustees. Appointment of a replacement shall be made by the Chair with the approval of the Board of Trustees. Section 5.04 The heads of standing committees shall be appointed by the Chair immediately after installation. They are to be approved by the Board of Trustees. Section 5.05 Standing committees will be: Finance Building Fund Raising Publicity or others as deemed necessary by the Board of Trustees. Section 5.06 A standing committee chairperson; upon notification to the Chair, may call a meeting of that standing committee to discuss matters within the scope of that committee's responsibilities. A report of the meeting shall be made at the next general meeting. ARTICLE 6 -- Elections Section 6.01 A nominating committee of three Board of Trustee members shall be charged with nominating officers for the next term. Section 6.02 Officers shall be elected for a term of one year, to serve from the time of installation in January 1996 until January, 1997, or until their successor is duly elected. ARTICLE 7 -- OFFICER'S DUTIES Section 7.01 The Chair of the Board of Trustees shall conduct the meetings of the Corporation and shall be the chief executive officer of the Corporation. The Chair shall .... ..... see that all orders and resolutions of the Board of Trustees are carried into effect. ..... appoint the standing committee chairpersons. ..... make interim appointments as needed with the approval of the Board of Trustees. ..... sign all checks with the treasurer. ..... sign all contracts with the Secretary after the approval by the Board of Trustees. ..... serve as ex-officio member of all committees. ..... call special nleetings when deemed necessary. Section 7.02 The Vice-Chairman shall perform the duties of an absent Chair and such duties as assigned by the Chair. Section 7.03 The Secretary shall record the minutes of all proceedings and with the Chair, shall sign all contracts of the organization. Section 7.04 The Treasurer shall be responsible for the safe-guarding of all funds received by the Foundation and for their proper disbursements. Such funds to be kept on deposit in financial institutions approved by the Board of Trustees. The Treasurer shall make monthly financial reports to the Board of Trustees. The Treasurer shall sign all checks with the Chair or in the absence of either or both, any two officers. The Treasurer and such other officers of the Board of Trustees may designate, shall be bonded in an amount set by the Board of Trustees and paid by the Foundation. ARTICLE 8 -- Finance Section 8.01 The Foundation shall use its funds only to accomplish the purposes specified in these by-laws and no part of said funds shall inure or be distributed to any Trustees of the Foundation. Section 8:02 Upon dissolution of the Foundation, any funds remaining shall be retired to the donors, if the project is not completed, or contributed to a qualified charitable organization seleCted by the Board of Trustees. ARTICLE 9 -- GENERAL REQUIREMENTS Section 9:01 The corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by SeCtion 4942 of the Internal Revenue Code, or the corresponding seCtion of any future Federal tax code. Section 9.02 The Corporation will not engage in any aCt of self-healing as defined in Section 4941(d) of the Internal Revenue Code or the corresponding seCtion of any future Federal tax code. Section 9.03 The Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Codes of the corresponding seCtion of any future Federal tax code. Section 9.04 The Corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue code or the corresponding seCtion of any future Federal tax code. Section 9.05 The Corporation will not make any taxable expenditures~as defined in SeCtion 4945(d) of the Intemal Revenue code or the corresponding section of any future Federal tax code. ARTICLE 10 -- PARLIAMENTARY AUTHORITY Section 10.01 The current edition of Robert's' Rules of Order shall be the final authority governing meeting procedure. -0-0-0-0-0- May 20, 1996 It was moved by Jackson, seconded by Wegerer, to accept the above by-laws as corrected. A quorum of the Board of Trustees attending, by roll call vote approved the motion. Attested: Robert McKillop, Chairman Elmer Blasco, Secretary