BY-LAWS OF BCC CHICAGO
This Club is incorporated under the General Not for Profit Corporation Act of the State of Illinois as the Bakers Courtesy Club of Chicago (the “Club”).
The object and mission of the Club is to create an atmosphere and process that will foster a significant role in networking, partnerships and relationship building within the related industries that will sponsor business opportunities, resource connections and growth for our individual members. To serve the baking and allied industries by actively participating in a supportive role during related conventions and major meetings. Known as the “Ask Me” Men and Women, the Club assists the American Society of Baking (the “ASB”) during its Annual Technical Conference.
An affiliate member of the Allied Trades of the Baking Industry (the “ATBI”), the Club is devoted to promoting camaraderie and friendship among baking industry suppliers through four annual functions: The pre-ASB Annual Technical Conference Planning Luncheon, the ASB Technical Conference, the Annual Golf Outing and a December Holiday Party.
Section 1. BOARD OF DIRECTORS. The Board of Directors (sometimes referred to as the “Board”) shall consist of seven (7) elected Directors. Four (4) elected Directors shall be Members and Officers of the Club and serve for a period of two (2) years, and three (3) elected Directors shall be Members and serve for a period of two (2) years, with one Director being the immediate past President of the Club.
Section 2. MEETINGS. Regular meetings of the Board of Directors shall be held as designated by a majority of the Board of Directors, but in no event less than one (1) time each year. Special meetings may be called at the request of three (3) Members of the Board.
Section 3. VACANCIES. The Board of Directors may fill any vacancy among the Directors by an affirmative vote for a majority of those present at a regular or a special meeting of said Board, provided a quorum is present at such meeting. The person so appointed shall hold office until the expiration of the term of the Director whose vacancy is so filled.
Section 4. OFFICERS. The Officers of the Club shall be a President, First Vice President, Second Vice President and a Secretary/Treasurer. All Officers shall be elected from and by the Board of Directors at its pre-ASB Annual Technical Conference Planning Luncheon meeting (which shall coincide with the annual meeting of the Members - collectively the “Annual Meeting”) and shall hold office for two (2) years.
Section 5. DUTIES OF PRESIDENT AND VICE PRESIDENTS. The President (or, in his absence, the First Vice President or Second Vice President) shall preside at all meetings of the Club and Board of Directors. In the absence of the President and both Vice Presidents, a presiding officer shall be selected. The President shall be ex-officio a Member of all Committees of the Club.
Section 6. DUTIES OF SECRETARY/TREASURER. The Secretary/Treasurer shall act as custodian of the corporate seal of the Club, shall keep the records of the Club and Minutes of all the Meetings of the Club and of its Board of Directors, maintain a list of the Club's members and perform such other duties as may be fixed by the Board of Directors. It shall be his duty to mail all official notices of the Club to members entitled thereto, and notices of all Meetings of the Board, as herein provided. An Assistant Secretary may be appointed by the Board to perform such duties as the Board may prescribe.
The Secretary/Treasurer shall also receive and disburse all moneys, and pay bills when properly authorized and approved by the Board of Directors. The funds of the Club shall be deposited in a bank approved by the Board of Directors. All checks are to be signed by one (1) Officer. All Officers and employees handling funds shall furnish bond in such amount as may be required by the Board at the expense of the Club. At each Annual Meeting, the Secretary/Treasurer shall present a statement for the previous fiscal year showing the financial status of the Club.
Section 7. POWERS OF THE BOARD. The Board of Directors shall control and manage the affairs of the Club, the utilization of its funds, approve all contracts, and otherwise manage the Club’s finances. The Board of Directors, by a majority ballot of those present at any Regular Meeting shall have power: (a) to censure, suspend or expel any Member for conduct which they deem improper or prejudicial to the interest of the Club, after due notice is given to the alleged offender and an opportunity granted for a full hearing before the Board of Directors; (b) To fix and enforce penalties for violation of the By-Laws and Rules; (c) To prescribe rules for the admission of guests; and (d) To determine and change the amount of annual dues, if any, to be paid by the membership.
Section 8. COMMITTEES. The President may appoint the Chairman of such committees as the President deems desirable, including but not limited to a Membership Committee. Each Chairman shall appoint other Members of his committee.
Section 9. ROBERTS RULES OF ORDER. Roberts Rules Of Order shall apply in the conduct of all meetings of the Board, Annual Meetings and Special Meetings of the Club.
Section 1. MEMBERSHIP. Any person engaged in the Baking Industry or allied thereto shall be eligible for membership. Membership is issued to individuals, and is not transferable. The classes of membership, entrance fees and dues therefore, shall be as follows:
(a) REGULAR MEMBER. A person over twenty-one years of age and whose principal business activities or employment are in industries allied to the baking industry is eligible for membership as a regular member (“Member”). In order to maintain status as a Member in good standing, a member is expected to continuously participate in official activities of the Club or attend business and social meetings of the Club on at least one-half of such occasions in any calendar year.
Section 2. RIGHTS AND DUTIES OF MEMBERS. Only Members of the Club in good standing shall have the right to attend business meetings, vote or hold office.
Section 3. APPLICATION AND ELECTION TO MEMBERSHIP.
(a) FORM. All applications for membership shall be in the form determined by the Board of Directors, and bear the sponsorship of one (1) Member of the Club personally acquainted with the applicant. The applicant shall be accompanied by any required entrance fee, which shall be returned if the application is not accepted.
(b) ELECTION TO MEMBERSHIP. All applications for membership shall be referred to the Membership Committee. If no objections have been lodged with the Chairman of the Membership Committee, the applicant may be admitted to membership by majority vote of the Membership Committee. If an objection is lodged, a copy of such objection shall be transmitted to the Board of Directors, and the action of the Board shall determine whether said applicant may be admitted to membership.
(c) RESIGNATIONS. Any Member may resign from membership in the Club by depositing with the Secretary a written resignation.
(d) INTEREST OF MEMBER ON DEATH, ETC. All right, title and interest of any Member in the property and assets of the Club shall cease and determine upon his death or the termination of his membership by resignation, expulsion or otherwise.
(e) ASSESSMENTS. The Board of Directors by majority vote of those present at any regular meeting or special meeting called for that purpose, may levy an assessment upon all Members. Said assessment shall be levied ratably in proportion to the annual dues of the membership, provided that no Member may be assessed more in any fiscal year than an amount equal to his then current annual dues.
(f) NOTICES OF ASSESSMENTS OR CHANGES IN DUES. Notices of assessments or changes in the amount of annual dues, if any, shall be mailed to all members not less than thirty (30) days in advance of the effective dates thereof.
Section 1. ANNUAL MEETING OF MEMBERS. The Annual Meeting of Members shall be held on and coincide with such date and time and place as the Board of Directors may determine for the Annual Meeting and unless otherwise changed by the Board of Directors, shall be at the pre-ASB Annual Technical Conference Planning Luncheon.
Section 2. SPECIAL MEETINGS. Special Meetings may be called upon by the President and shall be called on the written request of two (2) Members of the Board of Directors or of seven (7) Regular Members of the Club, stating the purpose of such meeting. Notices of all members' meetings shall be mailed or emailed to Regular Members at least ten (10) days before the date thereof.
Section 3. QUORUM. Ten (10) Members shall constitute a quorum for the transaction of any business by the Members.
Section 4. PROXY. At all Annual or special Meetings of the Club, it shall be lawful for any Member who is entitled to vote to appoint in writing a proxy who shall have full power to represent any Member at said meeting.
Section 5. ORDER OF BUSINESS. The order of Business at the Meetings of the Club shall be:
1. Roll Call
2. Reading of the Minutes
3. Report of the President
4. Reports of the Secretary/Treasurer or of any Committees
5. Installation of Directors & Officers
(At Annual Meeting only)
Section 1. NOMINATING COMMITTEE AND TICKET FOR ELECTION. Not less than thirty (30) days prior to the Annual Meeting of each year, the President shall appoint a committee of three (3) Members who will nominate a ticket of Members for election as Officers and Directors for those whose terms are expiring at the Annual Meeting. The Committee shall obtain acceptance of all such nominees and report the names to the Secretary/Treasurer on or before the Annual Meeting of said year, and the Secretary/Treasurer shall mail or email a copy of the same to each Member not later than seven (7) days prior to the Annual Meeting of said year.
Section 2. VOTING. The voting shall take place at the Annual Meeting by voice vote unless determined otherwise by the Board of Directors. The nominees for each vacant Officer or Director position receiving the largest number of votes shall be declared elected.
Section 1. AMENDMENTS. The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board of Directors, unless otherwise provided in the Articles of Incorporation or the By-Laws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The By-Laws may contain any provisions for the regulation and management of the affairs of the corporation not insistent with law or the Articles of Incorporation.