CONSTITUTION AND BYLAWS
OF THE
WRIGHTWOOD NEIGHBORS ASSOCIATION
AN ILLINOIS NOT-FOR-PROFIT CORPORATION
AS ADOPTED DECEMBER 12, 2005
ARTICLE I
General Corporate Matters
Section
1.1 Name
The name of this corporation is Wrightwood Neighbors
Association, an Illinois
not-for-profit corporation. The terms “Corporation,” “WNA,”
and “Wrightwood
Neighbors Conservation Association” shall be used
interchangeably and shall mean
Wrightwood Neighbors Association.
Section
1.2 Purpose
The primary purpose of WNA is to represent the interests of
the Wrightwood community – the portion of the City of Chicago bounded by the
middle of the following streets: Diversey
Parkway on the north, Halsted Street on the east, Fullerton
Avenue on the south and
Lakewood Avenue on the west. WNA seeks to maintain a vibrant
urban community where people live, shop and send their children to school. The
further purpose of WNA is to unite and represent the Wrightwood community, to
make the Wrightwood community a secure and stable environment, to improve the
physical and social conditions of the Wrightwood community and to undertake any
action appropriate toward the realization of any of the foregoing goals.
Section
1.3 Not-for-Profit Organization
The Corporation is organized exclusively for charitable,
educational, and other purposes
described in Section 501(c)(3) of the Internal Revenue Code,
or the corresponding section of any future federal tax code, including for,
such purposes, the making of distributions to
other organizations that qualify as exempt under Section
501(c)(3). The corporation shall
have and exercise all rights and powers conferred on
corporations under the Illinois
General Not for Profit Act; provided, however, that the
Corporation is not empowered to
engage, other than as an insubstantial part of its
activities, in any activity which does not
further the purposes set forth in this Article I.
Section
1.4 Exemption Requirements
At all times the following shall operate as conditions
restricting the operations and
activities of the corporation:
(a) No part of the net earnings of
the Corporation shall inure to the
benefit of, or be distributable to, its members, directors,
officers, or other private persons,
except that the Corporation 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 Article I hereof.
(b) No substantial part of the
activities of the Corporation shall be the
carrying on of propaganda, or otherwise attempting to
influence legislation, and the
Corporation shall not participate in, or intervene in
(including the publishing or
distribution of statements) any political campaign on behalf
of (or in opposition to) any
candidate for public office.
Section
1.5 Membership
Membership in WNA is open to any person who is: (a) aged 18
years or older; and (b) a
resident of the Wrightwood community or owns property in the
Wrightwood community or is the duly-appointed representative of any
organization or business located in the
Wrightwood community. Any person meeting the above criteria
and having fully and
timely paid such dues as set by the Board of Directors (as
defined in Article II, Section 2.1 below) shall be a member of the WNA and be
entitled to attend and vote at any
membership meeting and at the Annual Meeting as set forth in
this Constitution and
Bylaws. Each organization and business shall have only one
vote at any membership
meeting. Membership is automatically revoked if the
individual fails to satisfy any of the
foregoing conditions.
Section
1.6 Management
Management of the Corporation shall be vested in a Board of
Directors. All affairs shall be
managed by and under the direction of the Board of
Directors. The registered agent of the
Corporation may be designated from time to time by the Board
of Directors.
Section
1.7 Authority
No Director or member may, without approval of the Board,
enter into any agreement or
otherwise bind WNA, incur any expense or take any position
on behalf of WNA on any
issue.
Section
1.8 Office
The principal office of WNA shall be the residence or
primary business address of the
President, or such other office as the Board of Directors
shall determine from time to time.
Section
1.9 Tax Exempt Purpose
Notwithstanding any other provision of these articles, the
Corporation shall not carry on
any activities not permitted to be carried on (a) by a
corporation exempt from Federal
Income Tax under Section 501(c)(3) of the Internal Revenue
Code or the corresponding
provision of any future United States Internal Revenue Law;
or, (b) by a corporation
contributions to which are deductible under Section
170(c)(2) of the Internal Revenue
Code or the corresponding provision of any future United
States Internal Revenue Law.
ARTICLE II
Board of Directors
Section
2.1 In General
The assets, business, policies and affairs of WNA shall be
directed and controlled by a
Board of Directors (“Board of Directors” or “Board”). The
Board's responsibilities are to
formulate policies and standards for the operation of WNA,
to determine policies and
positions taken by WNA, present WNA’s position to local
elected officials, government
committees and others and to perform all duties necessary
and appropriate for the
operation of WNA. Among other things, the Board is
responsible for budgeting, financing, outreach, education and other efforts
that may enhance the Wrightwood community. The Board may exercise all powers
necessary over the property, business and affairs of WNA and may exercise all
powers necessary to carry out these functions as are allowable by law.
Section
2.2 Composition
The Board of Directors shall consist of 19 persons or, if
less, the maximum permitted by
law. The Board of Directors shall be elected by the
membership at each Annual Meeting
for a term of one year, until the next Annual Meeting. Each
Director shall be a member of
WNA as of the date 60 calendar days before the Annual
Meeting at which the Director is
elected and shall remain a WNA member in good standing
through his/her term. The
members of the Executive Committee and the chairs of each
Standing Committee shall be
Directors. All other Directors are considered at-large
Directors.
Section
2.3 Vacancy
In the event there are less than 19 members on the Board of
Directors, the remaining
Directors shall exercise the powers of the full Board and
may, upon the recommendation of the Nominating Committee, temporarily appoint
members of the Board of Directors to
serve until the next Annual Meeting of the Board of
Directors.
Section
2.4 Removal
A Director may be removed from office by the Board of
Directors whenever in its
judgment the Board determines the best interests of WNA
would be served by removal.
Such action shall be taken at a meeting of the Board of
Directors upon a reasonable notice of such action to the affected Director. The
Director shall be given an opportunity for a hearing before the Board of
Directors. A vote of three-fourths of the then-serving Board of Directors (not
counting the affected director) shall be required for removal of any Director.
For purposes of this provision, a vote of three-fourths of the then-serving
Board members is required regardless of whether a quorum of fewer Board members
is otherwise permissible. Without limiting the generality of the first sentence
of this Section 2.4, three consecutive unexcused absences are grounds for
removal.
A Committee Chair may be removed as Committee Chair by the
President whenever the
President determines the best interests of WNA would be
served by such removal. The
Committee Chair so affected may appeal the action to the
Board of Directors. A vote of
three-fourths of the then-serving Board of Directors (not
counting the affected Director)
may reinstate the Director. For purposes of this provision,
a vote of three-fourths of the
then-serving Board members is required regardless of whether
a quorum of fewer Board
members is otherwise permissible.
Section
2.5 Additional Expectations of Directors
All Directors shall devote time and resources in furtherance
of the mission of WNA. Such efforts may include attendance at membership
meetings, representing WNA at
governmental meetings, and participation in the fundraising
activities of the Board,
including for example volunteer services at annual festivals
and events.
ARTICLE III
Meetings
Section
3.1 Board Meetings
The Board of Directors shall hold regular meetings at such
time as may be designated by
the President, but should be no less frequently than every
other month unless for cause.
Notice of the meetings and minutes of the prior meeting
shall be sent to Directors prior to
the meeting and notice of the subjects to be considered
shall be included.
Section
3.2 Annual Meeting
There shall be an Annual Meeting of the membership on the
second Monday in December of each year or on such other date as shall be
designated by the Board of Directors. Notice of the Annual Meeting shall be
provided to the membership at least 14 days in advance.
Section
3.3 Membership Meetings
Membership meetings may be held from time to time at the
call of the President, but should be held no less frequently than once every
two calendar months.
Section 3.4 Special Board Meetings. Other meetings of the
Board may be held from time to time at the call of the President or at the
request of any three Directors submitted in writing to the Secretary. Notice of
special meetings shall be given at least three days prior to such meeting.
Section
3.5 Quorum and Voting
A quorum of the Board at all meetings shall consist of a
majority of the Board membership. Vacancies on the Board shall not be counted
for purposes of determining a quorum. Action of the Board, except as herein
otherwise provided, shall be by a majority vote of the voting members present
at any meeting at which there is a quorum, unless a greater number is required
by statute or by this Constitution and Bylaws. The Directors must vote in
person and not by proxy; provided, however a Director may attend meetings and
vote via telephonic or other electronic connection assuming such means are
reasonably available. Notwithstanding the foregoing, three-fifths (3/5) of the
Directors then in office must vote and approve the following actions:
(a) adopt a change of location of
WNA or of its principal office;
(b) acquire or dispose of, or
contract to acquire and dispose of, real property or
substantial personal property, such as stocks, bonds, or the
like;
(c) adopt the annual budget;
(d) approve any expense, transaction
or contract of more than $10,000.
Section
3.6 Open Meetings
Meetings of the membership are open to the public. Meetings
of the Board are open to the public, provided however the Board may hold any
portion of a meeting in a closed
(Directors only) session upon a vote of at least two-thirds
of the Board, provided a quorum is present, for the discussion of litigation,
personnel matters, recommendations or any other purpose permissible by law.
Section
3.7 Commitment to Transparency
It is the aspiration of WNA to be open in its business and
to encourage participation from
all neighbors to the greatest extent appropriate.
Accordingly, the Board shall make
reasonable efforts to publish a newsletter, maintain a Web
site and an e-mail distribution
list and distribute flyers to notify the community of
meetings and events of interest and to
solicit new members.
ARTICLE IV
Officers
Section
4.1 In General
The Officers of WNA shall be a President, a Vice President,
a Secretary and a Treasurer,
all of whom shall be members of the Board of Directors.
Officers shall be elected at the
Annual Meeting and shall hold office for a period of one
year until the next Annual
Meeting. Each officer shall have, in addition to duties and
powers provided by this
Constitution and Bylaws, such duties commonly incident to
the office and such duties as
are assigned to them by the Board of Directors. The powers
and duties of any office may be increased, reduced or otherwise modified at the
discretion of the Board of Directors. A
vacancy in any office may be filled by the Board of
Directors for the unexpired portion of
the term. An officer need not have been a Director prior to
his election, and if an individual is not a Director at the time of his
election, he shall by his election to such office become a
Director for the period during which he holds office.
Officers shall be removed in the same manner as Directors are removed.
Section
4.2 Election of Officers and Directors
Nominations for Officers and Directors will be presented to
the Board at least 20 days prior to the Annual Meeting each year. The names of
those nominated will be presented to the membership at the Annual Meeting. The
Board shall set reasonable rules for accepting nominations, which rules shall
be consistent with this Constitution and Bylaws. If more than one individual is
nominated for a position as Officer or Director, each of those nominated will
be allowed to address the membership at the Annual Meeting subject to
reasonable and equitable rules set by the Board for conduct of the Annual
Meeting. The membership will elect the Officers and Directors by majority vote
at the Annual Meeting. Persons entitled to vote must have been members in good
standing for at least 60 days prior to the Annual Meeting. Votes will be
conducted subject to reasonable and equitable rules set by the Board prior to
the Annual Meeting.
Section
4.3 President
The President shall be the chief executive of the Board and
shall perform the regular
executive duties and responsibilities. The President shall
act as the presiding officer at the
Annual Meeting, and at all regular meetings and special meetings
of the Board and all
membership meetings, shall have authority to appoint
committees and committee
chairpersons. The President shall be an ex-officio member of
all committees.
Section
4.4 Vice President
The Vice-President shall assist the President as assigned
and shall preside at meetings and act in the absence of the President. The Vice
President, in the absence or the President or in the event of the President’s
inability or refusal to act pursuant to resolutions of the Board, will have all
the power of, and be subject to all the restrictions upon, the President.
Section
4.5 Secretary
The Secretary shall keep adequate, permanent records of the
deliberation and decisions of
the Board and shall file a complete copy of the minutes of
the Board meetings in the office of WNA.
Section
4.6 Treasurer
The Treasurer shall prepare the budget of WNA, which shall
be submitted to the Board for approval. The Treasurer shall oversee the keeping
of records of all income and
expenditures of WNA, shall have charge of and be responsible
for the maintenance of
adequate books of account for the Corporation, and shall
report on the financial status of
WNA to the Board when requested. The Treasurer shall be
chair of the Finance
Committee. The Treasurer shall also be responsible for an
annual report and audit
requirements to ensure WNA compliance with Illinois state
law and other legal requirements.
ARTICLE V
Committees
Section
5.1 Standing Committees
There should be the following standing committees: Business
Relations, Crime
Prevention, Finance, Membership, Nominating/Recruiting,
Parks, Planning, Schools,
Taste of Lincoln Avenue, and such other committees as the
President may deem necessary.
Each Standing Committee shall review issues in its area of
interest. Standing Committees
shall make recommendations to the Board, but shall not act
on behalf of WNA without
approval of the Board.
Section
5.2. Standing Committee Membership
Standing Committees may consist of members of the Board of
Directors and persons from the community who have special expertise or interest
in the matters being discussed,
except for the Finance Committee which shall consist solely
of Board members. Each
committee shall be chaired by a Director elected to such
position at the Annual Meeting or, in the absence or removal of such person, by
a member appointed by the President with the consent of the Board. Committee
members shall be appointed to the committee by the President or by the Chair of
the committee. Non WNA members may attend committee meetings (other than the
Finance Committee) but are not allowed to vote.
Section
5.3 Executive Committee
The Executive Committee shall consist of the Officers and
the immediate past president of the Board, provided such person is a Director.
Except for votes required by Article III,
Section 3.5, the Executive Committee shall have the
authority to act on behalf of the full
Board if action is required before the next meeting of the
full Board, provided however a
vote of the full Board (by telephone or e-mail if necessary)
shall be undertaken whenever
possible and, if not undertaken, any action taken by the
Executive Committee shall be null and void if not ratified at the next Board
meeting.
Section
5.4 Ad Hoc Committees
The President may select or appoint committees for general
and/or for specific purposes as the need arises. Each committee will continue
as long as necessary to accomplish its
purpose or objective. The Grant Committee is one such
committee. It makes
recommendations with regard to grant giving. Members of ad
hoc committees are
appointed either by the President or by the chair of the
committee.
Section
5.5 Nominating/Recruiting Committee
The President shall appoint a Nominating/Recruiting
Committee of not more than seven
nor less than three members. At least half of the members
shall be current Directors. The
nominating committee shall recruit and nominate candidates
to fill vacancies and shall
recruit and nominate an annual slate of candidates to serve
on the Board. Committee
members shall be appointed by the President with the consent
of the Board.
Section
5.6 Inability to Bind Corporation
No standing or ad hoc committee, and no Director or member,
shall have the power to bind WNA as to any transaction or position on any topic
except as specifically authorized by resolution of the Board of Directors.
Section
5.7 LPCA
WNA is currently part of Chicago’s Lincoln Park community
and is therefore one of seven neighborhood associations in the Lincoln Park
community under the umbrella of the Lincoln Park Conservation Association. WNA
shall endeavor to remain a part of the
Lincoln Park Conservation Association or its successor for
as long as the Board of
Directors shall determine.
ARTICLE VI
Fiscal, Conflicts, Indemnification, and Insurance Matters
Section
6.1 Expenses
All checks on funds to the credit or debit of WNA shall be
signed by the President or
Treasurer or such person as may be designated by them
jointly or, in the event of a vacancy in one or both of such offices, by such
person or persons as the Board of Directors may designate. All expenditures in
excess of $5,000 shall be authorized in writing by the President and Treasurer
or, in the event of a vacancy in one or both of such offices, by such person or
persons as the Board of Directors may designate. No funds may be expended
except after valid approval of the Board of Directors. No funds in excess of
$1,000 may be spent on behalf of, or donated to, any third party other than an
organization, group, institution, entity or individual performing services in
or for the Wrightwood community, unless approved by a majority of the then
existing Directors.
Section
6.2 Execution of Instruments
All contracts, transfers of other than real property
interests, bonds, notes and other
obligations in the name of the Corporation and deeds,
leases, mortgages or other transfer of interests in real estate authorized to
be executed by an officer of the Corporation on its
behalf shall be signed by the President and the Treasurer
or, in the event of a vacancy in
one or both of such offices, by such person or persons as
the Board of Directors may
designate. No documents may be executed except after valid
approval of the Board of
Directors.
Section
6.3 Conflict of Interest
No contract or other transaction of the Corporation shall,
in the absence of fraud or
material misrepresentation, be affected or invalidated by
the fact that any Director or
officer of the Board, or any corporation, firm or
association of which a Director or officer
may be director or officer of, is a party to, or has a
direct or indirect interest in, any such
contract or other transaction, provided the nature and
extent of the Director’s interest was
fairly disclosed in advance to the Board prior to its acting
on such contract or transaction or is disclosed in sufficient time to ratify
the contract or transaction in all material respects. In the case of any such
contract or transaction, the affected Director shall not participate in the
vote to authorize any such contract or transaction. Any such contract or
transaction may be authorized or approved by a majority of the Directors then
in office and not disqualified hereby to vote on such, even if the
disinterested Directors do not constitute a quorum. In addition, no Director
shall participate in any vote to authorize any issue or to adopt a position of
WNA if such Director has a direct or indirect interest in the issue or
position.
For purposes of this section a Director has an “indirect”
interest in a transaction or a
position of WNA if any other party involved in, or related
to, the transaction or issue is an entity in which the Director or any member
of his or her immediate family (spouse, child, parent, aunt, uncle, cousin or
step-relative): (a) has a material financial interest; or (b) serves as an officer,
director, general partner, shareholder, employee or agent; or (c)
otherwise controls; or (d) receives a material benefit.
Section
6.4 Limitation of Liability
Officers and Directors shall not be personally liable to WNA
for its debts, liabilities or
other obligations, including monetary damages for breach of
fiduciary duty as an Officer or Director notwithstanding any provision of law
imposing such liability; provided, however, that such provision shall not
eliminate or limit the liability of an Officer or Director for (1) any
bad-faith, willful breach of the Officer’s or Director’s duty of loyalty to
WNA; (2) willful acts or omissions not in good faith which involve intentional
misconduct or a knowing violation of law; or, (3) any transaction not made in
good faith from which the Officer or Director derived a material personal
benefit.
Section
6.5 Indemnification of Officers, Directors, Committee Members,
Employees
and Agents
Any former, present or future, officer, director, committee
member, employee or agent of
WNA or the legal representative of any such officer,
director, committee member,
employee or agent shall be indemnified by WNA against
reasonable costs, expenses
(which shall include amounts paid as fines or penalties or
in settlement or in satisfaction of judgments, exclusive however of any amount
paid to WNA in settlement or in satisfaction of judgments) and counsel fees
paid or incurred in connection with any claim or any threatened or actual
action, suit or proceeding (civil, criminal, administrative, investigative or
other, including appeals, and whether or not relating to a date prior to the
adoption of this Constitution and Bylaws) in which he/she may be involved as a
party or otherwise, by reason of his/her being or having been a director,
committee member, employee or agent, or by reason of any action taken or not
taken by him/her in such capacity; provided, (1) if said action, suit or
proceeding shall be prosecuted against such Director, committee member,
employee or agent, or against his/her legal representative to final
determination, it shall not be finally adjudged in such action, suit or
proceeding that he/she had been in knowing, willful and material breach of the
performance of his/her duties as such Director, committee member, employee or
agent, (2) if said claim or said threatened or actual action, suit or
proceeding shall be settled against such Director, committee member, employee
or agent, it shall not be determined said Director, committee member, employee
or agent had in any substantial manner been in knowing, willful and material
breach of the performance of his/her duties as charged in such claim, action,
suit or proceeding, such determination to be made as hereinafter provided, and
(3) if said claim or said threatened or actual action, suit or proceeding shall
be brought to final conclusion or settled against such Director, committee
member, employee or agent, and the individual is adjudged liable for negligence
or misconduct in the performance of his/her duties to the corporation, WNA will
indemnify to the maximum extent permitted under the Illinois General Not For
Profit Corporation Act of 1986.
Any other former, present or future employee of WNA who is
not a Director, committee
member or agent thereof, or the legal representative of any
such employee, may be
indemnified by WNA in the discretion of the Board of
Directors of WNA against
reasonable costs, expenses and counsel fees of the character
referred to in the precedingparagraph of this Section and upon
terms and conditions as from time to time shall be established by the Board of
Directors.
Section
6.6 Insurance
The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a Director, Officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a Director, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability incurred in any such capacity or arising out of
his/her status as such, whether or
not the Corporation would have the power to indemnify him or
her against such liability
under the provisions of this Article.
ARTICLE VII
Miscellaneous
Section
7.1 Staff
The Board may contract or hire such person(s) as it deems
appropriate to assist in the
performance of any activities of the Corporation.
Section
7.2 Advisory Board
The Board may establish an Advisory Board of former
directors and other individuals who have special expertise or have demonstrated
special interest in the community and whose membership on the Advisory Board
will enhance the WNA and the community. Members of the Advisory Board shall be
recommended and approved by the Board of Directors.
Section
7.3 Honorary Board
The Board shall have the authority to establish Honorary
Board Positions for Board
members who have served on the Board for a significant
period of time but no longer desire to attend every meeting nor have a vote.
Such Honorary Board Positions shall be entitled to attend Board meetings
(except in closed session) but shall have no other authority. Members of the
Honorary Board shall be recommended and approved by the Board of Directors.
Section
7.4 Dues
The Board shall determine the amount of annual dues payable
by members. The dues
structure may be analyzed at least one month prior to the
mailing of annual dues notices.
After October 1st, the payment of dues by a new member shall
be considered as payment of dues for the following calendar year while
entitling that member to membership privileges for the remainder of the current
year.
Section
7.5 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 calendar year, or
such other term as the Board of Directors may determine from time to time in
compliance with applicable law.
Section
7.6 Corporate Seal
The Board may provide a corporate seal, which may be in the
form of a circle and shall
have inscribed thereon the name of the Corporation and the
words, “Corporate Seal,
Illinois”.
Section
7.7 Books and Records
The Corporation shall keep correct, accurate minutes of the
proceedings of its Board of
Directors and committees having any of the authority for the
Board of Directors. The
Corporation shall also keep the original copy of this
Constitution and Bylaws, including all amendments and alterations there to
date. Such books and records shall be kept at the
registered office of the Corporation. All books and records
of the Corporation may be
inspected by any director for any purpose at any reasonable
time. The right to inspect
includes the right to copy; however, the costs of copying
are to be paid by the person
inspecting the books and records.
Section
7.8 Parliamentary Rules
All meetings of the Board and of all committees shall be
governed by the parliamentary
rules and usage in Robert’s Rules of Order when not in
conflict with this Constitution and
Bylaws.
ARTICLE VIII
Dissolution
Section
8.1 Process for Dissolution
The Association may dissolve only upon affirmative vote of
three-fourths of all members
of the Board and a separate affirmative vote of
three-fourths of the entire membership
attending a duly appointed membership meeting, provided
however at least 50% of the
membership has voted. Such votes shall be taken a minimum of
one month apart. Notice of the vote shall be provided to the Board and the
membership a minimum of 180 days prior to the scheduled vote of each via U.S.
mail addressed to the last known address of each person or business eligible to
vote.
Section
8.2 Effect of Dissolution
Upon the dissolution of the Corporation, the Board shall,
after paying or making provisions for the payment of all of the liabilities of
the Corporation, dispose of all the assets of the Corporation exclusively for
the purposes of the Corporation in such manner, or to such organization or
organizations organized and operated exclusively for charitable, educational,
religious or scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future United States
Internal Revenue Law), as the Board shall determine. Any such assets not so
disposed of shall be disposed of by the Court of Common Pleas of Cook County,
exclusively for such purposes or to such organization or organizations, as said
Court shall determine, which are organized and operated exclusively for such
purposes.
ARTICLE IX
Amendment and Construction of Constitution and Bylaws
Section
9.1 Amendments
This Constitution and Bylaws may be made, altered, amended
or repealed only at a
meeting of the Membership by a vote of two-thirds of those
members present, and provide dnotice has been given to the entire membership
and a minimum of 25 members attend. Members entitled to vote at this meeting
must have been members in good standing for a minimum of 180 days prior to the
meeting.
Section
9.2 Repeal and Supersede Previous Constitution and Bylaws
This Constitution and Bylaws hereby supersedes and cancels
all previous and/or currently
existing constitution and bylaws of WNA. All previous and/or
currently existing
constitution and bylaws of WNA are hereby deemed null and
void.
Section
9.3 Publication
This Constitution and Bylaws shall be published on the WNA
Web site.
Section
9.4 Severability
In the event any provision of this Constitution and Bylaws
conflicts with the law under
which this Constitution and Bylaws is to be construed or if
any such provision is held
invalid by a court or tribunal of competent jurisdiction:
(i) such provision will be deemed
to be restated to reflect as nearly as possible the original
intentions of the parties in
accordance with applicable law; and, (ii) the remaining
terms, provisions, covenants and
restrictions of this Constitution and Bylaws will remain in
full force and effect.
Section
9.5 Governing Law
This Constitution and Bylaws shall be governed by and
construed in accordance with the
laws of the State of Illinois without regard to conflicts of
laws principles. ADOPTED this 12 th th day of December, 2005. This
Constitution and Bylaws shall take effect when adopted, provided however that
no changes in the make-up of the Board shall
be made or required until the next Annual Meeting following adoption.