Appendix B: By-Laws of the
Emerson Park Development Corporation
As of
A. Name: The name of the corporation is the Emerson Park Development Corporation
(EPDC).
B. Purpose: The purpose of EPDC is to address
economic and social problems in the
1. Street Repair: Blocked sewage lines, poor streets and street lighting.
2. Beautification: Excessive trash on property, lots and in
alleys; demolition and removal of abandoned and collapsed houses; creation of
mini-parks.
3. Housing:
Working in coalition with other organizations to create low- and
moderate-income housing.
4. Skills Training: Sponsoring and organizing workshops to
provide skills in areas of fundraising, media, and a variety of issue areas
including drugs, energy conservation, pollution and crime.
5. Police and Fire Protection: Holding meetings with enforcement officers to
assure the needs of the neighborhood are being voiced.
6. Education: To
accomplish its goals EPDC engages in public education, education of the news
media and hands-on development projects.
C. Office: The principal office of the corporation shall
be located at the Lessie Bates Davis Neighborhood House,
D. Discrimination: There shall be no discrimination by the
corporation or any committee based on race, color, religion, national origin,
gender, sexual orientation, disability, age, health related condition, handicap
or association.
ARTICLE II
A. Membership:
1. EPDC
is open to all residents, business owners, leaders of religious institutions,
non-profit institutions, and social service organizations of the Emerson Park
Neighborhood of East St. Louis, Illinois.
The Emerson Park Neighborhood is bound by
2. Any
person who meets all of the following qualifications is entitled to be a voting
member of EPDC:
a. S/he
has completed a membership form that states s/he has read and/or understands
the goals and work of EPDC.
b. S/he
has paid such annual membership dues that are set by the Board of Directors,
unless payment of dues is waived by the Board due to financial hardship.
c. S/he
has not been terminated from membership due to failure to comply with the
requirements of 1 or 2 of this article.
3. Membership
dues are payable annually, on the twelfth month anniversary of the month in
which the person first joined EPDC.
4. All
members are entitled to become a member of any committee of EPDC upon meeting
the rules of that committee, and are entitled to attend all meetings of each
committee.
5. Voting
members shall have the following duties:
a. To
vote on changes to EPDC’s Goals Statement.
b. To
make decisions at regular and special meetings of the members as are necessary
to further the organizational purposes of EPDC.
c. To
nominate nominees for the positions on the Board of Officers.
6. There
shall be regular meetings of the membership of EPDC on the Second Monday of
each month in the Library of the Lessie Bates Davis Neighborhood House.
7. The Annual Meeting of the voting members shall be held on the
Second Monday of July at
8. The President, Board of Directors, or 20 percent of the
voting members may call a special meeting of the members at any time, upon providing
not less than 5 days notice of said meeting.
9. All resident members are entitled to one vote upon matters
submitted for a vote. Non-residents who are representatives of religious
institutions, non-profit institutions, and social service organizations are
allowed one collective vote for the organization they represent.
10. At least 8 voting members must be present at a general or
special meeting for a quorum. In the instance that a quorum does not exist, all
business that does not require voting may take place. Decisions of the members
shall be made by a simple majority of those present at any meeting of members.
Decisions on behalf of the corporation may be made at membership meetings. This
provision does not include all voting privileges held by the Board of Directors
or the Board of Officers of EPDC, some of which are exclusive to those
particular designations.
ARTICLE III
Board
of Directors:
A. The number of Directors shall not be less
than eleven (11), and shall remain constant from the date the organization
became a 501(c) 3, unless the Director moves from the community or is deceased.
At such time the other Directors may appoint a Director by a majority vote of
the remaining Directors. Appointments to the Board of Directors may be nominated
from the floor at a meeting consisting of not less than 20% of the voting
members.
B. To be eligible to be a member of the
Board of Directors, a member must meet the following qualifications:
1. S/he must have been a resident of
2.
S/he must not be an employee
of EPDC.
C. The Board of Directors will appoint those
who will hold the offices of President, Vice President, Secretary and Treasurer
to a term of five years confirmed at each annual meeting of the membership.
D. The Officers shall be confirmed by a
minimum of 20 percent of the voting members at the first meeting following the
Annual Meeting.
E. Vacancies: A vacancy in one or any of the Offices
between annual meetings can be filled by the Board of Directors appointing a
qualified member to that position. That seat will be confirmed by the voting
members at the meeting following the appointment of that officer.
F. Powers: The Board shall have the following powers:
1.
To establish
and dissolve standing committees and to define their purpose.
2.
To elect and
remove officers.
3.
To hire,
supervise and terminate employees of EPDC and to determine the terms of
compensation.
4.
To make such
decisions between monthly meetings as are necessary to further the
corporation’s purposes, provided that such decisions are made by a majority of
the Board of Directors.
5.
To set annual
membership fees, and to waive the annual membership fee of any member who is
suffering financial hardship.
6.
To terminate
the membership of any member of the corporation, except that any such vote to
terminate a member must be a unanimous decision of the Board of Directors or of
2/3’s of the voting members present at the next meeting.
7.
To transact
all business within the powers of the corporation and to delegate such of its
powers as it deems appropriate.
8.
Borrow moneys
in the name of Emerson Park Development Corporation specifically to allow the
organization to fulfill its mission.
9.
To purchase
and or sell land in the name of the Emerson Park Development Corporation.
G. Decisions: Except as otherwise provided, all decisions
of the Board shall be made by a majority vote of the members of the Board. A
majority of the Board shall constitute a quorum.
ARTICLE IV
Officers:
A. The officers of the corporation shall
consist of a the President, Vice President, Secretary, and Treasurer appointed
by the Board of Directors annually from a list of nominees submitted from the
general membership at the Annual Meeting.
B. Powers of the Officers:
1. The
President shall/may:
a.
sign any
documents required by law, so there are two signatures on any document;
b.
have the
authorization to call special meetings of the members;
c.
speak in the
name of EPDC at other such times when s/he is specifically authorized to do so
by the full Board of Directors;
d.
serve as
facilitator for all board meetings;
e.
preside over
all regular and special meetings;
f.
be an ad-hoc
member of all standing committees.
g.
sign checks
for the Emerson Park Development Corporation with one or more other Officers or
Board Members.
2. The
Vice-President shall/may:
a.
serve all
duties of the President in the absence of the President;
b.
represent the
organization and/or President at any committee, media event, or local statewide
meeting.
c.
sign checks
for the Emerson Park Development Corporation with one or more other Officers or
Board Members.
3. The
Secretary shall/may:
a.
sign any
documents required to be signed by law, such that there are two signatures on
any document;
b.
respond to
correspondence;
c.
maintain the
membership records;
d.
take written
minutes of all regular, special and Board of Director’s meetings;
e.
maintain a
complete set of minutes of the meetings of the members and the Board of
Directors at the office of the corporation. The secretary may delegate any of
these tasks to other members of EPDC, other than those tasks required by law to
be performed by the Secretary, upon receiving the approval of the Board of
Directors.
f.
sign checks
for the Emerson Park Development Corporation with one or more other Officers or
Board Members.
4. The
Treasurer shall/may:
a.
collect
receipts, write checks and pay bills as needed by obtaining the appropriate
signatures;
b.
make deposits;
c.
maintain
financial records in a ledger of all transactions of EPDC and of those required
by government bodies,;
d.
the treasurer
shall make a financial report to the members every six months;
e.
sign any
contracts or other documents required by law, such that there are two
signatures on said document.
f.
sign checks
for the Emerson Park Development Corporation with one or more other Officers or
Board Members.
Committees:
A. The Board of
Officers shall appoint and dissolve such standing committees as it shall deem necessary to carry out the
purposes of EPDC.
B. Each
standing committee must have at least three voting members and shall hold
meetings at least quarterly, or the committee shall be dissolved by the Board.
C. Each
standing committee shall establish the membership requirements for that
committee, the rules of the committee, and the decision-making procedure of the
committee. Any disagreements in such procedures and requirements shall be presented to and resolved by the
Board of Directors if the committee is unable to reach agreement.
D. A standing
committee shall have the power to do acts and make decisions within the
Statement of Goals of the corporation and within the scope of the purpose of
the committee as defined by the Board of Directors. Should a committee wish to
engage in action that will involve the purposes of another standing committee,
it shall consult and reach agreement with that standing committee and shall be
resolved by the Board of Directors, or by the voting members at a regular or
special meeting of members.
E. The
chairperson of each committee shall be responsible for preparing the agenda for
each committee meeting.
F. An
individual member of each committee shall be responsible for delivering a
summary report of the committee meeting held prior to the general meeting.
G. The members
of the Board of Directors may from time to time establish such ad- hoc committees as are necessary to further
the purposes of EPDC.
Indemnification:
EPDC
will indemnify any and all board members, directors and EPDC staff in case of a
law suit.
ARTICLE VII
Amendments:
These
by-laws may be altered, amended or repealed, and new by-laws may be adopted
at any time, upon following the procedures set forth herein. The Board of
Directors or 10 percent of the voting members may propose amendments to the
by-laws at any time. All changes to the by-laws must be approved by three-fourths
of the Board of Directors present at the meeting. At the conclusion of the
meeting the amendments will be rewritten to reflect the changes approved.