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:
- 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.
- 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 (**updated 12/08/16 WNA Annual Meeting)
A quorum of the Board at all meetings or email vote 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.
**In case there are emergency circumstances that require a Board vote prior to the next board meeting, the president may request a vote by email (or telephone if email is not available). Adequate time, as determined by the president, should be allowed for an email vote to allow board members the time to receive a detailed description of the item or a proposed letter, to ask questions and make comments prior to the vote. Proxies are not allowed and a majority of those voting are needed for the item to pass. The results of the email vote should be affirmed at the next board meeting.** 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 preceding paragraph 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 provided notice 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 12th 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.