LOWER KASKASKIA STAKEHOLDERS, INC.
ARTICLE I. Offices
SECTION 1. This corporation shall exist under the laws of the State of Illinois as a not for profit corporation with its principal place of business at: Kaskaskia Regional Port District, 336 North Main Street, Red Bud, Illinois 62278.
The office of the registered agent shall be: The law offices of Alan R. Farris, Law,
P. O. Box 314, 221 S. Market, Sparta, Illinois.
ARTICLE II. Purpose and Mission Statement
SECTION 1. The purposes for which this corporation is organized are: (i) Civic, (ii) Political, (iii) Agricultural, (iv) Industrial, (v) Environmental, and (vi) Recreational as such specifically relate to the future protection, use and preservation of the Lower Kaskaskia River for the common good of
the River and the users thereof.
SECTION 2. The mission statement of the corporation is: The Corporation shall represent the various interests on the Lower Kaskaskia River for the common good of the River and its users.
The corporation shall act to facilitate and carry out continuing consultations among stakeholders -- those with interests and concerns about conditions and activities in the Lower Kaskaskia River Basin; consultations so carried out as to encourage the development by participants of: (a) consensus
policies for guiding public and private activities in the Basin; and (b) ways for them to cooperate in putting those policies into practical effect.
ARTICLE III. Members
SECTION 1. Classes of members. The corporation shall have three classes of members; voting, honorary, and lifetime.
SECTION 2. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the membership unless precluded by their organization.
SECTION 3. Membership. Membership shall consist of all persons/entities interested in the successful operation of the Lower Kaskaskia River Basin. Any person or entity which desires to be a voting member, except honorary or lifetime, shall pay an annual membership fee as adopted from time to time by the Board of Directors. Each unit of government, agency, organization, business, or any other group representing more than one person, upon attaining membership in the corporation, shall designate an individual to represent such for the purposes of voting, holding office, and serving on committees.
SECTION 4. Termination of Membership. Any member who fails to pay the annual membership fee as set forth by the Board of Directors within ninety (90) daysí notice of the assessment thereof shall
become ineligible for participating in any meeting and shall be terminated from membership. Membership may be reinstated by full payment of all fees and assessments due.
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 dues, assessments or other charges theretofore accrued and unpaid.
SECTION 6. No membership certificates of the corporation shall be required for membership.
ARTICLE IV. Meetings of Members
SECTION 1. Annual Meeting. An annual meeting of the members shall be held on the fourth Wednesday of October of each year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. At such annual meeting of the membership, the officers and the Board of Directors shall make a full report of their actions since the last annual meeting and shall recommend such measures as they may deem advisable for the good of the corporation.
SECTION 2. Election of Directors. The Chairman of the Nominating Committee of the Corporation shall make his report at the Annual Meeting of the membership. The names of those members
nominated for election as Directors shall be read and the slate of nominees placed into formal nomination at that time. The President shall then receive any nominations as made by any
voting member from the floor. The election of Directors shall then take place conducted either by voice vote or secret ballot.
SECTION 3. Special Meetings. Special Meetings of the members may be called either by the President, the Board of Directors or not less than 1/10 of the members having voting rights. (15 members)
SECTION 4. Place of the Annual Meeting. The Board of Directors may designate any place as the place of meeting for any Annual Meeting or for any special meeting. If no designation is made or if a special meeting be otherwise called, the place of the meeting shall be at the principal place of business for the corporation as herein above set forth.
SECTION 5. Notice of Meetings. Written notice stating the place, date and hour of any meeting of the members shall be delivered to each member entitled to vote at such meeting not
less than five (5) nor more than forty (40) days before the date of such meeting. In case of a special meeting or one 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 at his address as it appears on the records of the corporation with postage thereon prepaid or via delivered by electronic means.
SECTION 6. Quorum. The members holding 1/10 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 with the original meeting; withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
ARTICLE V. Board of Directors
SECTION 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. The Board of Directors shall take actions as it deems advisable to implement the policies of the voting members to facilitate the purpose of the Lower Kaskaskia Stakeholders, Inc. It shall seek, find and bring forth matters of interest, matters of importance and matters of consequence to the organization's members. It shall work to improve matters by providing for fact-finding, analysis,
consensus building and cooperation 'between members. When determined consistent with the common-good, mission and established policy, it shall develop and implement action plans
SECTION 2. Number of Directors. The Board of Directors shall consist of thirty (30) members to be elected by the membership, six (6) Directors from each of five (5) categories of interest to
include i) governmental, ii) agencies, iii) organizations, iv) businesses and v) at-large, as shown on Exhibit 1.
SECTION 3. Term of Office. The term of office of Directors shall be for two (2) years with one-half of the Board to be renewed/replaced each year. The term shall commence on January 1st following election and end on December 31st upon its expiration.
SECTION 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at least once per quarter. The Board of Directors may provide by resolution the time and place for the
holding of such meetings of the Board without other notice than such resolution.
SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
SECTION 6. Notice. Notice of any Special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice to each director at his address as shown by the records the corporation or by electronic means. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Notice of any special meeting of the Board of Directors 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 the director at any meeting shall constitute a waiver of notice of such meeting except where a director attends the meeting with the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business can be transacted nor the purpose of any regular or special meeting of the Board would be specified in the notice or waiver of such meeting unless specifically required by law or by these Bylaws.
SECTION 7. Agenda. Secretary shall prepare and forward to the members an agenda of all regular meetings as far as practicable.
SECTION 8. Quorum. One-third of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that not less than one Director
from each of the five (5) of interest are represented and present. (Exhibit 1)
SECTION 9. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute, these Bylaws, or the Articles of Incorporation.
SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of any increase in the number of Directors shall be filled by the Board of Directors, unless the Articles of Incorporation, a statute or these Bylaws provide that a vacancy or a directorship so created shall be filled in some other manner, in which such provision shall control. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
SECTION 11. Compensation. Directors shall not receive any compensation for services rendered on behalf of the Corporation, provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving reasonable compensation therefor.
SECTION 12. Removal. Any director may be removed for cause by a vote of a majority of the Board of Directors. The vacancy thereby created shall be filled in the manner prescribed by these
ARTICLE VI - Expenditures
Board of Directors must authorize and approve any corporate expenditure in excess of $500.00.
ARTICLE VII - Officers
SECTION 1. Officers. The officers of the corporation shall be the President, five (5) vice-presidents, (one (1) vice president representing each category of interest as set forth in Exhibit 1 of these Bylaws), a treasurer, a secretary, and such other assistants or other officers as may be elected by the Board of Directors. Officers and authorities whose duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed from time to time by the Board of Directors.
SECTION 2. Election and term of office. The officers of the corporation shall be nominated and elected by the Board of Directors at the first regular board meeting of the fiscal year following the Annual Meeting of the membership. Vacancies may be filled or new offices created by any meeting of the Board of Directors. Each officer shall hold the office until his successor shall have been duly elected, shall have been qualified or until his death or until he shall resign or shall be removed
in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.
SECTION 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors when in its judgment the best interests of the corporation would be
served thereby, but such removal shall be 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 Board of Directors. He/she shall be in charge of the
business and the affairs of the corporation; he/she shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Directors or appointed by the President; and, in general, he/she shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. He/she shall preside at all meetings of the members and of the Board of Directors, 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 Board of Directors or by these Bylaws; he/she may execute for the corporation any contract, deeds, provisions, mortgages, bonds and other instruments which the Board of Directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, assistant secretary, or any officer thereunto authorized by the Board of Directors according to the requirements of the form of the instrument.
SECTION 5. Vice-President. Each of the vice-presidents shall assist the President in the discharge of his/her duties as the President may direct and shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. In the absence of the President or in the inability or refusal to act, a vice-president selected by lot 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 Board of Directors or by these Bylaws. Any vice-president may execute for the corporation
any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed and he/she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary or any other officer thereto authorized by the Board of Directors according to requirements of the form
of the instrument.
SECTION 6. Treasurer. The treasurer shall be the principal accounting and financial officer of the corporation. He/she 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 thereof; (c) perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.
SECTION 7. Secretary. The secretary shall record the minutes of the meetings of the members and of the Board of Directors 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 members; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
ARTICLE VIII - Committees
SECTION 1. Committees of Directors- The Board of Directors by resolution adopted by a majority of the Directors in office, may designate one (1) or more committees, each of which shall consist of two (2) or more directors, which committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of responsibility imposed upon it or him by law. Each committee must submit a budget to be approved by the Board of Directors each year.
SECTION 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the corporation may be designated by resolution adopted by a majority of the Board of Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the members of each 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 a member whenever in
their judgment 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 his 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. Chairman. One member of each committee shall be appointed Chairman.
SECTION 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner provided in the case of the original appointments.
SECTION 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall constitute the act of the committee.
SECTION 7. Standing Committees. Notwithstanding Sections 1 and 2 of Article VIII of these Bylaws, the following standing committees are hereby created:
1. Nominating committee - The nominating committee shall be vested with the duty of providing nominations of members for the Board of Directors. The nominating .committee shall constitute not less than one (1) selected member from each category of interest herein designated. The Nominating Committee shall meet not less than sixty (60) days prior to the Annual Meeting of the
2. Membership committee - The membership committee shall be vested with the duty of encouraging application and retention of membership in the corporation.
3. Executive committee - The executive committee shall consist of the President, all vice presidents and other Directors as designated by the Board. The executive committee shall be vested with the duty of making decisions when authorized by the Board of Directors in the absence of a meeting of the Board of Directors.
4. Bylaws committee - The bylaws committee shall be charged with the interpretation, recommendation and review of these Bylaws.
5. Public relations committee - The public relations committee shall be vested with the duty of providing information to the public, press and other media as to the activities of the
6. Strategic planning committee - The strategic planning committee shall consist of the President, all vice-presidents and any other Directors designated by the Board of Directors. The strategic planning committee will be vested with the duty of reviewing the corporate activities and planning for future
activities of the Corporation.
7. A member of KWA will be appointed by the Board of Directors.
8. Legislative Committee
9. Finance/Audit Committee
SECTION 8. Entities/Committees of the Corporation may raise funds only if authorized by the Board of Directors.
ARTICLE IX - Contracts, Checks, Deposits and Funds
SECTION 1. Contracts - The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officer so authorized by these Bylaws to enter
into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation and such authority may be general or confined to specific instances.
SECTION 2. Checks, Drafts, Etc. - All checks, drafts, and other orders for payment of money, notes and 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 in such manner as shall from time to time be
determined by resolution of the Board of Directors. In the absence of determination of the Board of Directors such instruments shall be signed by the treasurer, secretary and countersigned by the President.
SECTION 3. Deposits - All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies and other depositories the Board of Directors may select.
SECTION 1. Gifts - The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or grants for the general purposes or any specific purpose of the
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, Board of Directors, and committees having any of the
authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members of the Corporation entitled to vote. All books and, records of the Corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE XI- Fiscal Year
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Until designated otherwise the fiscal year shall commence on January 1 and shall end December 31 annually.
ARTICLE XII - Seal
The corporate seal shall inscribe thereon the name of the Corporation and the words "Corporate Seal, Illinois".
ARTICLE XIII - 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 provisions of the Articles of Incorporation or
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 the equivalent of the giving of such notice.
ARTICLE XIV - Amendments
The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors unless otherwise provided in the Articles of Incorporation or Bylaws. Amendments to these Bylaws shall be made in the following manner: on a recommendation of an amendment to these Bylaws by the Bylaws Committee, the Board of Directors shall vote on such recommendation. Upon a two-thirds vote of the Board of Directors to accept such an amendment, the proposed amendment shall be submitted to the membership. The membership shall vote on such amendment at any special meeting or at its next regularly
scheduled Annual Meeting. Upon approval of such amendment by a majority of the membership, such bylaws amendment shall be approved and such shall constitute a part of these Bylaws.
EXHIBIT NO. 1
CATEGORIES OF INTEREST
St. Clair County
Illinois Power Co.
So. IL Transfer
Lower Kaskaskia Coalition
Kaskaskia Sierra Club
Belleville Bass Masters
Kaskaskia River Boat Club