BYLAWS OF THE SPRING FOUNDATION
ARTICLE I – NAME, PURPOSE
Section 1: The name of the organization is The Spring Foundation
Section 2: The Spring Foundation is organized exclusively for charitable, and educational purposes
The mission of this Foundation is: to support activities which develop a civic society in the Republic of Poland. through another non for profit organization located in Poland under the name of WIOSNA Association.
The Foundation is dedicated to helping individuals living in hardship, improving Polish family’s quality of life, specifically equalizing chances for these two groups.
These goals are going to be achieved by:
- collecting voluntary contributions or grants in support of Foundation’s mission; /
- searching for Benefactors and Sponsors, who could become regular partners of the Foundation;
- organizing actions, conferences, concerts, and other cultural activities devoted to the promotion of the Foundation’s mission;
ARTICLE II – CONTRIBUTORS
Section 1. Voluntary contributions, or grants in support of the work of the Foundation may be made by organizations hereinafter known as Benefactors, or by individuals hereinafter known as Sponsors.
ARTICLE III- PRINCIPAL OFFICE
Section 1. The Foundation is incorporated in the State of Illinois and shall maintain its principal office in Chicago, Illinois, or elsewhere in the State of Illinois, as appropriate.
ARTICLE IV- MEMBERSHIP
Section 1: Membership shall consist only of the members of the board of directors.
ARTICLE V – ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the Chairman or the Executive Committee.
Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.
ARTICLE VI – BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council Director and committees. The Board shall have up to 10 and not fewer than 3 members. The Board receives no compensation. The services provided by them’s totally voluntary with only reimbursement of expenses paid on behalf of organization.
Section 2: Meetings. The Board shall meet at least twice annually , at an agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve 2 year terms, but are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least fifty percent of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.
Section 7. Officers and Duties. There shall be four officers of the Board consisting of a Chairman, Vice Chairman, Secretary and Treasurer. Their duties are as follows:
- The Chairman shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
- The Vice-Chairman will chair committees on special subjects as designated by the board.
- The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
- The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chairman or one-third of the Board. Notices of special meetings shall be send out by the Secretary to each Board member postmarked two weeks in advance.
ARTICLE VII – COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, etc. The Board Chairman appoints all committee chairs.
Section 2: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors
Section 3: Finance Committee. The Treasurer is chairman of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VIII- LIMITATIONS
Section 1. Nothing contained in these Bylaws shall constitute contributors to the Foundation or lenders to the Foundation in any classification whatsoever to be partners for any purpose. No contributor, officer, agent, or employee of the Foundation shall be liable for the acts or failure to act on any part of any other contributor, officer, agent, or employee of the Foundation. Nor shall any contributor, officer, agent, or employee be liable for acting or failure to act under these Bylaws excepting only acts or omissions to act negligence or misconduct in the performance of duty.
ARTICLE IX – AMENDMENTS
Section 1. Proposed amendments to these Bylaws shall be submitted in writing to the Chairman who shall then send copies of the proposed amendment to the members of the Board of Directors no less than thirty days prior to the meeting at which amendments are to be considered. An amendment may be passed by a two-thirds vote of the Board of Directors at a meeting. The Board of Directors also shall specify the manner and timing of the vote on the amendments.
ARTICLE X – DISSOLUTION
Section 1. A vote to dissolve the Foundation shall require an affirmative majority of the Board of Directors. The vote must be taken in person. In case of dissolution of the Foundation, the Board of Directors shall authorize the payment of all indebtedness of the Foundation including accruals, authorize payment of reasonable separation pay to the Foundation’s employees, and arrange for the transfer of the remaining net assets of the corporation to an organization or organizations as the Board may select. The remaining Assets must be used exclusively for charitable purposes.
These Bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on December 23, 2005
Anna Korybowska (Chairman, Treasurer)
Izabela Majka (Vice – Chairman)
Wladyslawa Korybowska ( Secretary)UNANIMOUS INFORMAL ACTION BY DIRECTORS The undersigned, being the directors of THE SPRING FOUNDATION (“Company”) an Illinois not-for-profit corporation, hereby unanimously consent, pursuant to the Illinois Business Corporation Act of 1983 as amended through January 1, 1994, Public Act 88-408, Article 7. Section 7.10, to the taking of the following action and hereby waive pursuant to said Act, any notice whatsoever required to be given in connection therewith:
WHEREAS, The Bylaws of the Company restrict the mission of the company to supporting activities which develop a civic society in the Republic of Poland;
WHEREAS, the company deems it advisable and in its best interest to expand its mission to include the support of activities which improve the quality of life for individuals of Polish descent now living in the United States of America;
NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Bylaws of The Spring Foundation shall be amended so to include the support of activities which improve the quality of life for individuals of Polish descent now living in the United States of America
Being all the Directors of The Spring Foundation