BYLAWS AND ARTICLES       FRIENDS OF GIANT CITY

Article 1

Name

The name of this not-for-profit Corporation shall be Friends of Giant City.

Article 2

Offices

The place of the principal office of this Corporation shall be the Giant City State Park Visitors Center, 235 Giant City Road, Makanda, Illinois 62958. [Mailing address:  P.O. Box 143  Makanda, Illinois  62958-0143]

Article 3

Purpose

The purpose of this not-for-profit Corporation is to support and enhance educational and recreational opportunities contributing to the preservation, conservation, and use of the natural resources at Giant City State Park.  Supporting activities include collecting funds to be used for Giant City State Park programs and projects.

Article 4

Membership

Membership shall be open to anyone approving of the purpose of the Corporation.  The annual dues of membership and the categories of membership shall be determined by the Board of Directors.  All annual dues are payable in advance on or before February 1 of each year.  Membership shall be effective on receipt of membership application and dues payment.  Any member in default in payment of dues shall be suspended from all privileges of membership, and if, after notice, the default be not cured within a period of 60 days, the membership of the member shall automatically cease and terminate.  Membership in this Corporation is not transferable or assignable.  Organization membership may have a name change.  The Board of Directors may confer honorary membership upon anyone who has significantly contributed to the Corporation.  Each category of membership shall have one vote.  All members age 18 and older shall be entitled to one vote in person or by written proxy on each matter submitted to vote of the members; make motions; and, serve as officers and members of the Board of Directors of the Corporation.  No member or member of an Organization membership shall publicly represent or commit the Corporation to any action or position without prior consent of the Board.  Membership in the Corporation shall be cancelled for failure to support the Corporation as established in these Bylaws, with written notification of membership cancellation sent to the member.

Article 5

Fiscal Year

The fiscal year of this organization shall be the calendar year.

Article 6

Meetings

The annual Membership meeting shall be held on the third Tuesday of February, at a date, time, and place to be designated by the Board of Directors with notice to each member at least 10 days prior to the meeting.  Special Membership meetings may be called by the President, and shall be called upon written request of one-fifth of the Corporation members or a majority of the Board of Directors.  The President, with the Board's consent, shall designate the date, time, and place of any Special Membership meetings.  Twenty per cent (20%) of the members shall constitute a quorum for the annual Membership meeting. 

Meetings of the Board of Directors shall be held on the third Tuesday of February, May, August, and November, unless otherwise provided by Board action, and shall be open to all members of the Corporation.  A majority of the Board of Directors shall constitute a quorum. 

At any meeting of the Board of Directors or the Membership, any member may request that the meeting be conducted in accordance with Robert's Rules of Order as revised from time to time, as nearly as may be.  The President shall then appoint a member to serve as Parliamentarian of the meeting.

Article 7

Officers

The officers of the Corporation shall serve as the Board of Directors; and, shall be a President, Vice-President, Treasurer, Secretary, and Alternate.  By Board action, further offices may be created and filled.  Each officer of the Corporation shall be appointed annually by the Board of Directors at the first meeting of the Board following the annual Membership meeting.  Appointment of an officer shall not create any contract rights, any right to compensation, or any right to reimbursement, unless otherwise provided by Board action.  No two offices may be held by the same person, unless otherwise provided by Board action.  Officers shall perform those duties normally incident to their respective offices of a not-for-profit corporation and may perform such other duties as assigned from time to time by Board action.

The President shall preside at all meetings of the Corporation; shall administer these Bylaws; shall assign specific responsibilities to other Board members; and, at the annual Membership meeting shall present a written report of the year's activities and accomplishments of the Corporation. 

The Vice-President shall assist the President in their performance of duties, and in the absence of the President shall possess all the powers and perform all the duties of that office. The Treasurer shall serve as financial officer of the Corporation receiving and being custodian of all moneys of the Corporation; shall be responsible for the issuance of vouchers and checks; and, shall present a written financial report at the annual Membership meeting. The Secretary shall be the official custodian of the corporate records and of the Seal of the Corporation; shall keep a record of the proceedings of meetings of the Corporation and Board of Directors; shall handle and report correspondence; shall keep the membership roll; and, shall send meeting notices. The Alternate shall support and assist in the execution of the Bylaws by performing duties as assigned by Board action.

Article 8

Board of Directors

The business, property, and affairs of the Corporation shall be managed by the Board of Directors, consisting of five (5) Directors as fixed by the Articles of Incorporation.  Members of the Board of Directors shall be elected to two-year terms at the annual Membership meeting. 

Each Director shall hold office for the term for which they are elected and thereafter until their successor shall have been elected and qualified.  Any vacancy occurring in the Board of Directors shall be filled by appointment of the Board of Directors until the next annual meeting, when the position shall be filled by election.  A Director may resign by written notice delivered to the Board, its President, or the Secretary of the Corporation.  A resignation is effective when the notice is delivered unless the notice specifies a future date.  The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.  No member of the Board of Directors shall publicly represent or commit the Corporation to any action or position without prior consent of the Board.  Membership in the Corporation shall be cancelled for failure to support the Corporation as established in these Bylaws, with written notification of membership cancellation sent to the member.

An employee of Giant City State Park shall be appointed to attend all meetings of the Corporation and shall be an ex-officio member of the Board of Directors.

Article 9

Corporate Seal

The Board of Directors shall provide a Corporate Seal which shall have inscribed thereon the Corporation name.

Article 10

Bylaws

The Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority vote of the Board of Directors; and, by a majority vote of the members at the annual Membership meeting.

Article 11

Indemnification

The Corporation shall indemnify any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation in the manner, and to the fullest extent permitted by the laws of the State of Illinois.

Article 12

Dissolution of the Corporation

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation in such a manner as it shall deem fit, in compliance with all existing State and Federal Laws and Rules.

Other provisions

1. To collect and assemble information as to the natural resources and, in particular, the flora and fauna native to Giant City State Park.

2. To disseminate such assembled information to the general public, especially young people and students, as an introduction to and an appreciation of the natural resources of Giant City State Park.

3. To encourage the general public to participate in the study of the great resources located at Giant City State Park.

4. To assemble and print booklets containing information relative to the natural resources of Giant City State Park and make them available to the general public who may visit the area.

5. To collect funds to be used for the purpose of defraying the expenses incidental to the programs, to purchase and donate appropriate materials and equipment for the betterment of the resource and operation of Giant City State Park and for operation of the administration of the organization.

6. No funds of this organization will inure to the benefit of or be distributed to the officers, trustees, or other private persons, except that the organization will be authorized and empowered to pay the reasonable expenditures for services rendered.

7. 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 any candidate for public office.

8. Notwithstanding any other provisions of the articles, this organization shall not carry on any other activities not permitted to be carried on by (a.) an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or the corresponding provision of any future United States Internal Revenue Code or (b.) an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 as amended or the corresponding provision of any future United States Internal Revenue Code.