BYLAWS

BYLAWS
of the
ILLINOIS CLASSICAL CONFERENCE

(Revision approved 10/19/02.)

The purposes for which the corporation is organized are: 1) to stimulate interest and study in Latin and ancient Greek at all educational levels, and 2) to promote in every way the general welfare of education in the Classics. Furthermore, the Illinois Classical Conference is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.

ARTICLE I

OFFICES

The corporation shall maintain in the State of Illinois a registered office and a registered agent, at such office and may have other offices within or without the state.

ARTICLE II

SECTION 1. CLASSES OF MEMBERS. The corporation shall have three (3) classes of members. The designation of such classes shall be as follows:

REGULAR MEMBERS. Members who are teachers of Latin, ancient Greek or classical studies, or who are teachers or individuals interested in the Classics.

STUDENT MEMBERS. Members who are students of Latin, ancient Greek or classical studies.

RETIRED MEMBERS. Members who are retired teachers of Latin, ancient Greek or classical studies, or who are retired teachers or individuals interested in the Classics.

SECTION 2. ELECTION OF MEMBERS. Members shall be elected by the Advisory Council. An affirmative vote of one-half (1/2) of the Advisory Council members shall be required.

SECTION 3. VOTING RIGHTS. Each Member shall be entitled to one (1) vote on each matter submitted to a vote of the members.

SECTION 4. TERMINATION OF MEMBERSHIP. The Advisory Council by affirmative vote of two-thirds (2/3) of all of the members of the Council may suspend or expel a member for cause after an appropriate hearing, and may, by majority vote of those present at any regularly constituted meeting, terminate membership, or suspend or expel any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XI of these Bylaws.

SECTION 5. RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

SECTION 6. REINSTATEMENT. Upon written request signed by a former member and filed with the Secretary, the Advisory Council may by the affirmative vote of two-thirds (2/3) of the members of the Council reinstate such a former member to membership upon such terms as the Advisory Council may deem appropriate.

SECTION 7. TRANSFER OF MEMBERSHIP. Membership in this corporation is not transferable or assignable.

SECTION 8. NO MEMBERSHIP CERTIFICATES. No membership certificates of the corporation shall be required.

ARTICLE III

MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING. An annual meeting of the members shall be held, usually on a Saturday in October of each year, for the purpose of electing officers of the corporation and for the transaction of such other business as may come before the meeting.

SECTION 2. SPECIAL MEETING. Special meetings of the members may be called either by the President, the Advisory Council or not less than one-tenth of the members having voting rights.

SECTION 3. PLACE OF MEETING. The Advisory Council may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Advisory Council. Annual meetings shall try to alternate between the Chicago area and other areas of Illinois, with due regard being given to the convenience of the membership.

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five nor more than forty days before the date of such meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member's address as it appears on the records of the corporation, with postage thereon prepaid.

SECTION 5. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

SECTION 6. QUORUM. The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 7. PROXIES. Each member entitled to vote at a meeting or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act as proxy, but no such proxy shall be voted or acted upon after 11 months from its date, unless the proxy provided for a longer period.

ARTICLE IV

ADVISORY COUNCIL

SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by the Advisory Council.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The Advisory Council shall consist of elected officers of the corporation, the retiring President, the Editor of the newsletter, the Registered Agent, chairs of standing and special committees, and personal representatives of the President. The Editor of the newsletter, the Registered Agent, and the chairs of standing and special committees shall be appointed by the President of the corporation, except that chairs of the Illinois Junior Classical League (IJCL) and Certamen are chosen by teacher participants and approved by the Advisory Council. Each Advisory Council member shall hold office until a successor shall have been elected or appointed. The number of Advisory Council members may be decreased to not fewer than three (3) or increased to any number from time to time by amendment of this section.

SECTION 3. REGULAR MEETINGS. A regular annual meeting of the Advisory Council shall be held without other notice than these Bylaws, normally before, and at the same place as, the annual meeting of members. The Advisory Council may provide by resolution the time and place for the holding of additional regular meetings of the Council without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Advisory Council may be called by or at the request of the President or any two (2) Advisory Council members. The person or persons authorized to call special meetings of the Council may fix any place as the place for holding the meeting of the Council called by them.

SECTION 5. NOTICE. Notice of any special meeting of the Advisory Council shall be given at least fourteen (14) days previously thereto by written notice to each Advisory Council member at the address shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered in the United States mail with postage thereon prepaid. Notice of any special meeting of the Advisory Council may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of an Advisory Council member at any meeting shall constitute a waiver of notice of such meeting, except where an Advisory Council member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Council need be specified in the notice or waiver of such meeting, unless specifically required by law or by these Bylaws.

SECTION 6. QUORUM. One-third of the Advisory Council shall constitute a quorum for the transaction of business at any meeting of the Council, provided that, if less than a majority of the Advisory Council members are present at said meeting, a majority of the Advisory Council members present may adjourn the meeting to another time without further notice.

SECTION 7. MANNER OF ACTING. The act of a majority of the Advisory Council members present at a meeting at which a quorum is present shall be the act of the Advisory Council, unless the act of a greater number is required by statute, these Bylaws or Articles of Incorporation.

SECTION 8. VACANCIES. Any vacancy occurring in the Advisory Council or any position on the Advisory Council to be filled by reason of any increase in the number of Advisory Council members shall be filled by the Advisory Council unless the Articles of Incorporation, a statute, or these Bylaws provide that a vacancy or any position on the Advisory Council so created shall be filled in some other manner, in which case such provision shall control. An Advisory Council member elected to fill a vacancy shall be elected for the unexpired term.

SECTION 9. COMPENSATION. Advisory Council members shall not receive any stated salaries for their services, but by resolution of the Advisory Council a fixed sum and expenses of attendance, if any, may be allowed for each regular or special meeting of the Council, provided that nothing herein contained shall be construed to preclude any Advisory Council member from serving the corporation in any other capacity and receiving reasonable compensation thereof.

ARTICLE V

OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be a President, a Vice-President, a Treasurer, and a Secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected for two-year terms by the members at the regular annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Advisory Council. Each officer shall hold office until a successor shall have been duly elected and shall have qualified or until death, resignation, or removal in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

SECTION 3. REMOVAL. Any officer elected by members may be removed by the members whenever in their judgement the best interests of the corporation would be served thereby, but such removal shall without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. PRESIDENT. The President shall be the principal executive officer of the corporation. Subject to the direction and control of the Advisory Council, the President shall be in charge of the business and affairs of the corporation; shall see that the resolutions and directives of the Advisory Council are carried into effect in those instances in which that responsibility is assigned to some other person by the Advisory Council; and, in general, shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Advisory Council. The President shall preside at all meetings of the members and of the Advisory Council. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Advisory Council or these Bylaws, the President may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the Advisory Council has authorized to be executed, and may accomplish such executions either under or without the seal of the corporation and either individually or with the Secretary or any other officer thereunto authorized by the Advisory Council, according to the requirements of the form of the instrument. The President may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the Advisory Council.

SECTION 5. VICE PRESIDENT. The Vice President shall assist, as directed by the President, in the discharge of the duties of the President and shall perform such other duties as from time to time may be assigned by the President or by the Advisory Council. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Advisory Council or these Bylaws, the Vice President may execute for the corporation by contracts, deeds, mortgages, bonds or other instruments which the Advisory Council has authorized to be executed, and may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary or any other officer thereunto authorized by the Advisory Council, according to the requirements of the form of the instrument.

SECTION 6. TREASURER. The Treasurer shall be the principal accounting and financial officer of the corporation. The Treasurer shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefor, and for the receipt and disbursement therefor; and (c) perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Advisory Council. If required by the Advisory Council, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Advisory Council shall determine.

SECTION 7. SECRETARY. The Secretary shall record the minutes of the meetings of the members and of the Advisory Council in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Advisory Council.

ARTICLE VI

COMMITTEES

SECTION 1. STANDING COMMITTEES. The Standing Committees of the corporation shall be: (a) Auditing; (b) Membership; (c) Nominating; (d) Awards; (e) Memorator Invocatorque; and (f) Resolutions. Members of each such committee shall be members of the corporation and the President of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such members whenever in their judgement the best interests of the corporation shall be served by such removal..

SECTION 2. SPECIAL COMMITTEES. The Advisory Council, by resolution adopted by a majority of the Advisory Council members in office, may designate one or more special committees (e.g., Illinois Latin Tournament, Certamen). Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation and the President of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgement the best interests of the corporation shall be served by such removal.

SECTION 3. TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

SECTION 4. CHAIR. One member of each committee shall be appointed chair by the President of the corporation.

SECTION 5. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 6. QUORUM. Unless otherwise provided in the resolution of the Advisory Council designating a committee, a majority of the whole community shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 7. RULES. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Advisory Council.

ARTICLE VII

THE NEWSLETTER

The newsletter shall be the official publication of the corporation. It shall be published at least twice during the academic year. It shall disseminate information concerning the activities of the corporation (e.g., President's report, Treasurer's report, annual budget, Secretary's minutes, committee reports, etc.) and items of interest regarding the Classics generally. All members of the corporation shall be entitled to receive by mail all issues of the newsletter.

ARTICLE VIII

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

SECTION 1. CONTRACTS. The Advisory Council may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Advisory Council. In the absence of such determination by the Advisory Council, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the corporation.

SECTION 3. DEPOSITS. All funds of the corporation shall be deposited from time to time to credit of the corporation in such banks, trust companies or other depositaries as the Advisory Council may select.

SECTION 4. GIFTS. The Advisory Council may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

ARTICLE IX

CERTIFICATES OF MEMBERSHIP

SECTION 1. CERTIFICATES OF MEMBERSHIP. The Advisory Council may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the Advisory Council. Such certificates shall be signed by the President or Vice President and by the Secretary and shall bear the corporation's seal which may be in facsimile. The name and address of each member shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Advisory Council may determine.

SECTION 2. ISSUANCE OF CERTIFICATES. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued and delivered to the new member by the Secretary, if the Advisory Council shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this article.

ARTICLE X

BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Advisory Council and committees, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or the member's agent or attorney for any proper purpose at any reasonable time.

ARTICLE XI

FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of July and end on the 30th day of June of the following year.

ARTICLE XII

DUES

SECTION 1. ANNUAL DUES. The Advisory Council may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.

SECTION 2. PAYMENT OF DUES. Dues shall be payable in advance on the first day of November in each year.

SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member shall be in default in the payment of dues for a period of twelve (12) months from the beginning of the period for which dues became payable, membership may thereupon be terminated by the Advisory Council in the manner provided in Article II of these Bylaws.

ARTICLE XIII

SEAL

The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Illinois."

ARTICLE XIV

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV

AMENDMENTS

The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the members of the corporation. Such changes shall be made upon the affirmative vote of a majority of the members of the corporation present at a meeting at which a quorum is present. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The Bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the Articles of Incorporation.

ARTICLE XVI

DISSOLUTION OF THE CORPORATION

Upon the dissolution of the corporation, the Advisory Council shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all of 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 Advisory Council shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

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