Prairie Club By-laws
Article I
Offices
- This corporation shall be known as The Prairie Club (“the Club”). The Club shall maintain a
registered office and a registered agent, at the same location (“Club Office”), within the State
of Illinois.
Article II
Objectives
- The objectives of the Club shall be the promotion of outdoor recreation such as walks, outings,
camping and canoeing; the establishment and maintenance of permanent and temporary
camps; the encouragement of the love of nature; the dissemination of knowledge of the
environment; the preservation of outdoor recreational areas; and conservation of land, water,
air, and wildlife.
Article III
Membership
- Section 1. Application. Any person 16 years of age or older may apply for voting membership
to the Club upon the recommendation of two voting members and one member of the
Membership Committee. The Membership Committee shall inform the general members of the
names of applicants it recommends. The general membership shall have at least two weeks
from the date of the mailing of the information to submit comments. After the comment
period, the Club Board of Directors (“Board”) may elect the applicant to voting membership by
a favorable vote of a majority of the Board.
- Section 2. Dues and classes of Membership. The Board shall determine dues and classes of
membership. The Board may establish non-voting classes of membership.
- Section 3. Delinquency. The Club Office shall notify members of the due date of any fees or
dues. The Board may determine adequate grace periods and may suspend, terminate or
reinstate delinquent members.
- Section 4. Dismissal of Member. The Board, by two-thirds vote of the entire Board, may
suspend or expel any member for cause. The member shall be given 30 days notice of the
charges and an opportunity to defend himself or herself before the Board prior to such action.
- Section 5. Transfer of Membership. Membership in the Club is not transferable or assignable.
Article IV
Meetings of Members
- Section 1. Annual Meeting. An annual meeting of the members shall be held within six
months after the end of the last fiscal year.
- Section 2. Special Meetings. The president, the Board or at lest 50 members may call a special
meeting of the members.
- Section 3. Notice of Meeting. The Club Office shall notify all members not less than 20 days
or more than 60 days before a meeting of the members. The notification shall include the
purpose, time and place of the meeting. If mailed, the notice of a meeting shall be deemed
delivered when deposited in the United States mail, postage prepaid, addressed to the member
at his or her address as it appears on the records of the Club. Notice may be made by regular
mail, electronic mail, facsimile or other generally accepted method of communication that the
Club believes will be most likely to reach the recipient(s).
- Section 4. Quorum. At any meeting of the members, 60 votes, in person or by proxy, shall
constitute a quorum. If a quorum exists, an affirmative vote of a majority of votes present or
represented by proxy shall be the act of the members unless otherwise provided herein.
- Section 5. Proxies. Each member entitled to vote at a meeting of the members may authorize
another person to act for him or her by written proxy, but no such proxy shall be valid after
three months from the date of its execution.
- Section 6. Action by Consent. Any action required to be taken at a meeting of members may
be taken without a meeting with the signed consent of a majority of voting members. All
voting members shall be notified at least five days prior to the effective date of the proposed
action and notified if the action is approved.
- Section 7. Voting by Ballot. Voting on any question or in any election may be by voice unless
the chairman of the meeting shall order or any member shall demand that voting be by ballot
or unless written ballot is required by these By-Laws.
Article V
Board of Directors
- Section 1. General Powers. The affairs of the Club shall be managed by or under the direction
of its Board. No salary shall be paid to any officer or director.
- Section 2. Number, Tenure, and Qualifications. The number of directors shall be 19. Four
directors shall be elected each year for the term of three years. In addition, the Board shall
include the President, the First Vice President, the Second Vice President, the Secretary, the
Treasurer, the Hazelhurst Vice President, and the Spring Grove Vice President, each elected
for a term of two years. Each director shall hold office for his or her term of office and until
his or her successor shall have been elected and qualified. Directors need not be residents of
Illinois. Members of the Board must be voting members of the Club.
- Section 3. Club Finances. The board shall be responsible for the finance of the Club, for the
well being of its various assets, and for the establishment of policies dealing with the Club’s
finances and property. It shall approve the annual operating budget of the Club, as well as
all other financial transactions.
- Section 4. Board Meetings. At any meeting of the Board, a quorum shall be a simple majority
of Board members. If a quorum is not present, the Board members present may adjourn the
meeting and set another meeting date. A simple majority of those present at a board meeting
shall be required to take formal action. Meetings of the Board shall be held at least six times
a year. Special meeting of the Board may be called by the President or by request of three
members of the Board. Notice of a special meeting must be given to each member of the Board
by letter, in person, or by telephone not less than three days prior to the meeting, except such
notice may be given not less than one day prior to the meeting when the meeting is
necessitated by the absence of a quorum at a previously scheduled regular or special
meeting.
- Section 5. Resignation or Removal. Any director may resign by submitting written notice of
the resignation to the Secretary. Any director may be removed from office at any time, with
cause, by affirmative two-thirds vote of the membership voting at any member meeting. If
necessary, the Board shall be empowered to remove a director for continued conflict of interest
or self-dealing, by two-thirds vote of the Board, after an appropriate hearing.
- Section 6. Vacancies. Any vacancies occurring on the Board (other than a vacancy resulting
from the normal expiration of a term of office) may be filled by the affirmative vote of a
majority of the members of the Board. A director elected to fill a vacancy shall be elected for
the unexpired term of his or her predecessor.
- Section 7. Responsibilities of Board Members. Board members shall be expected to keep
informed of the operation of the Club, and to regularly attend and participate in meetings and
activities of the Club. Any Board member absent for more than 1/3 of the Board meetings in
one year shall cease to be a member of the Board. Service on the Board requires commitment
to the purposes and goals of the Club. If a conflict of interest arises, the Board member in
conflict shall not participate in any Club action on that matter, and shall not participate in
any Club action on that matter, and shall refrain from voting on the matter at any meeting of
the members, the Board, or any Club committee.
Article VI
Officers
- Section 1. Officers. The officers of the Club shall be a President, four Vice Presidents, a
Treasurer, a Secretary, and such other officers as may be appointed by the Board. Officers
whose authority and duties are not prescribed in these By-Laws shall have the authority and
perform the duties prescribed, from time to time, by the Board.
- Section 2. Election and Terms of Office. The officers of the Club shall be elected to terms of
two years. The Hazelhurst and Spring Grove Camp Chairmen shall be Vice Presidents on the
Board. Vacancies may be filled by the affirmative vote of a majority of the members of the
Board. An officer elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor. Each officer shall hold office until his or her successor shall have been duly
elected and qualified, or until his or her death, resignation or removal in the manner
hereinafter provided. Election of an officer shall not of itself create contract rights.
- Section 3. President. The President shall preside over all meetings of the Board and of the
members. He/She shall have general and active management of the business of the Club, its
offices and its employees, shall see that all orders and resolutions of the Board are carried into
effect, and shall perform such other duties as generally pertain to that office. The President
is an ex-officio member of all committees except the nominating committee.
- Section 4. Vice Presidents. There shall be four Vice Presidents: First, Second, Hazelhurst, and
Spring Grove. The four Vice Presidents shall perform the duties and exercise the powers of
the president in his absence or inability or refusal to act. The President or the Board shall
designate which of the Vice Presidents will assume the President’s duties.
- Section 5. Secretary. The Secretary shall attend all meetings of the Board and members and
shall preserve in books of the Club true minutes of the proceedings of all such meetings. In
addition, the Secretary shall perform such other duties as may be delegated by the Board or
the President.
- Section 6. Treasurer. The Treasurer shall be responsible for the custody of all of the Club
funds and securities and shall keep in books belonging to the Club full and accurate accounts
of all receipts and disbursements; he or she shall be responsible for all monies, securities and
other valuable effects in the name of the Club in such depositories as may be designated for
that purpose by the Board. The Treasurer shall be responsible for disbursing the funds of the
Club as may be ordered by the Board, taking proper vouchers for such disbursements, and
shall tender to the Board at its regular meetings, a summary account of all his transactions as
Treasurer occurring since the last meeting of the Board.
Article VII
Election and Letter Ballots
- Section 1. Nominating Procedures. On or before August 1 of each year, the Nominating
Committee shall file with the Club Office a list of nominees, one for each of the Club offices
and directorships to be filled at the next Club election, together with the written consent of
each nominee to except such office. A brief statement prepared by the Nominating Committee
shall appear under the nominee’s name in the September issue of the “Bulletin” giving
information as to the identity and qualifications of each person thus nominated. In the
September issue of the “Bulletin” or other timely communication, there shall be inserted, in a
prominent manner, a notice to the effect that “Members’ Nominating Petition” blank forms are
available at the Club Office, with excerpts from By-Laws concerning the nominating
procedures. Nominations, in addition to those processed by the Nominating Committee, may
be submitted by October 1 at the Club Office, either on this petition form, or by letter signed
by ten or more voting members, indicating clearly the office or offices for which the
nomination is made and names and addresses of the signers. The written acceptance of each
person nominated to such use of his or her name, shall be filed at the Club Office not later
than October 5. Only voting members in good standing shall be eligible for nomination. Any
notice required by this section, or ballot, may be made by regular mail, electronic mail,
facsimile or other generally accepted method of communication that the Club believes will be
most likely to reach the recipient(s).
- Section 2. Uncontested Elections. In the event no additional nominations are submitted by
the members at large, the nominees put forth by the Nominating Committee shall be deemed
elected.
- Section 3. Contested Elections. If one or more positions are contested, the Election Committee
shall prepare a brief statement giving information as to the identity and qualifications of each
person nominated, and indicating by an asterisk (*) those named by the Nominating
Committee. A copy of this statement and the election ballot and instructions shall me mailed
together on or before November 1 to all voting members. The envelope containing this mailing
shall bear the designation “election ballot enclosed” and shall be mailed first class. To be
valid, returned ballots must reach the Club Office on or before November 15 or the next
succeeding business day if November 15 falls on a Sunday or legal holiday. The ballots shall
be counted at the Club Office by the Elections Committee on the day after the final day for
receipt of the ballots (Sunday and legal holidays excepted).
- Section 4. Letter Ballots. On all matters requiring a vote of the Club Membership, a ballot
must be mailed to all voting members, stating the proposition to be voted on, a “for” and an
“against” box, and a statement giving the date the ballot must be received by the Elections
Committee to be valid. The time between mailing of ballots and their required return may not
be less than 20 days nor more than 25 days.
Article VIII
Committees
- Section 1. Designation. Committees not having and exercising the authority of the Board,
may be designated or created by the Board and shall consist of such persons as the Board
designates.
- Section 2. Standing Committees. Standing committees are Elections, Finance, Membership
and Nominating. Standing Committees shall be appointed by the Board as follows:
- A. The Elections Committee shall inspect all ballots and election results, and shall report
results to the Board. Ballots may be in letter, electronic mail or facsimile form. The
Elections Committee shall publish results in the next “Bulletin or other generally
accepted method of communicating with members at large, and shall notify newly elected
officers and directors.
- B. The finance Committee shall supervise the Club finances. It shall bond all
persons having access to the Club funds in an amount to be fixed by the Board, in some
surety company licensed to do business in Illinois, the premium of which shall be paid by
the Club. It shall supervise all Club insurance and make recommendations to the Board,
shall certify all bills in excess of budget before payment, and prepare the annual
budget. Each year this committee shall recommend a person or persons qualified to audit
the books and accounts of the Treasurer, and shall submit the auditor’s report to the
membership before the Annual Meeting.
- C. The Membership Committee shall consider all applications for membership, complying
with provisions of Article III of these By-Laws, and make recommendations to the
Board. Membership Committee may adopt rules for applications for membership, subject
to approval or revision by the Board.
- D. The Nominating Committee shall perform the duties required by Article VII of these
By-Laws. The Board shall endeavor to appoint members to this committee representing
the various activities of the Club.
- Section 3. Activities Committees. Activities Committees are those required to carry out the
objectives of the Club, and include but not limited to: Buena Vista, Spring Grove, Family
Cottage, and Farmhouse.
- Section 4. Camp Committees. Camp Committees shall include Spring Grove and Hazelhurst.
- A. The Hazelhurst Camp Council shall consist of a total of eleven members. Six of the
Council members shall be elected by the siteholders, two at each annual siteholders’
meeting for three-year terms. The Chairman of the Buena Vista, Family Cottage, and
Farmhouse Committees, appointed by the Board, the Hazelhurst Camp Chairman, elected
by the siteholders, and the most recent available past Hazelhurst Camp Chairman shall
be members of the Camp Council. The Hazelhurst Camp Council shall make the rules
and regulations of the Hazelhurst Camp, subject to the approval of the siteholders and
the Board. A rule only slightly altered by amendments may be approved by the
siteholders and forwarded to the Board for ratification; a rule whose intent is
significantly altered by amendments, as defined by Robert’s Rules of Order, shall be
returned to the Camp Council, which will revise the rule and at a subsequent meeting
resubmit the rule to the siteholders and the Board for final approval. Proxies by
siteholders must be in writing and must be specific to the proposed rules. No proxy shall
be valid after one month from the date of the vote. The Hazelhurst Camp Chairman shall
appoint a Hazelhurst Operating Committee, which shall have general charge of the
camp, and be responsible for its control and maintenance. The Board shall be
responsible for the provisions of Campsite Leasing Agreements.
- B. The Spring Grove trailer siteholders and season pass holders shall elect the Spring
Grove Chairman. These siteholders and pass holders shall make all necessary
arrangements for the planning, rules, maintenance and operation of the Spring Grove
Camp, subject to the approval of the Board.
- Section 5. Appointment of Committee Chairmen and Members. Immediately after the last
regular meeting of the outgoing Board in December, the incoming Board shall meet to appoint
committee chairmen, who in turn shall submit to the Board the names of the members of their
committees at the next Board meeting. No Committee Chairman shall serve more than six
consecutive years in the same position.
Article IX
Contracts, Checks, Deposits, and Funds
- Section 1. Contracts. The Board may authorize any officer or officers, agent or agents of the
Club, in addition to the officers so authorized by these By-Laws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the Club and such
authority may be general or confined to specific instances, except as otherwise provided on
these By-Laws.
- Section 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name if the Club shall be signed by
such officer or officers, agent or agents of the Club and in such manner as shall from time to
time be determined by resolution of the Board. In the absence of such determination by the
Board, such instruments shall be signed by the Treasurer or an Assistant Treasurer and
counter signed by the President or a Vice President of the Club.
- Section 3. Deposits. All funds of the Club shall be deposited from time to time to the credit of
the Club in such banks, trust companies, or other depositories as the Board may select.
- Section 4. Gifts. The Board may accept on behalf of the Club any contribution, gift, bequest,
or devise for the general purposes or for any special purpose of the Club.
- Section 5. Appropriations. Appropriations of money for purpose other than operating expenses
of the Club or maintenance of the Club property shall not be valid or binding unless approved
by the affirmative vote of at least 12 members of the Board present in person at the meeting.
- Sections 6. Real Property. No real property of the Club, other than the real property of the
Club known as “Camp Hazelhurst” shall be purchased or sold unless the proposal and terms of
the transaction are approved by letter ballot by both two-thirds of the responding members to
a letter vote and two-thirds of the Board. Notwithstanding the foregoing, the real property of
Camp Hazelhurst shall not be sold unless the proposal and terms of the transaction are first
submitted to the voting members for a vote by letter ballot; and, if two-thirds of all eligible
voting members affirmatively assent to the decision to sell, the proposal shall then be passed
to the Board for final approval by two-thirds of the Board members of record. If all or portion
of Camp Hazelhurst is sold, Hazelhurst Camp lessees, or such of them as desire to do so, shall
have the right to purchase the entire tract, or that portion thereof which the Club proposes to
sell, at the same price and on the same terms as are offered by any other purchaser.
- Section 7. Removal. Any paid employee elected or appointed by the Board may be removed by
the Board whenever in its judgment the best interests of the Club would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of the person so
removed.
Article X
Books and Records
- The Club shall keep correct and complete books and records of account and shall also keep
minutes of the proceedings of its members, Board, and committees having any of the authority
of the Board, and shall keep at the Club office a record giving the names and addresses of the
members entitled to vote. All books and records of the Club may be inspected by any member,
or his or her agent, for any proper purpose at any reasonable time.
Article XI
Fiscal Year
- The fiscal year of the Club shall be fixed by resolution of the Board.
Article XII
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 the provisions of the articles of incorporation or these By-
Laws of the Club, 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 deemed equivalent to the
giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof
unless the person at the meeting objects to the holding of the meeting because proper notice
was not given.
Article XIII
Indemnification
- To the fullest extent permitted by law, the Club may indemnify and advance and pay
indemnification expenses to its directors, officers, employees and agents, and to any person
who is or was serving at the request of the Club as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
Article XIV
Nondiscrimination
- The Club shall not discriminate against any person on the basis of race, religion, nationality,
gender or sexual orientation.
Article XV
Amendments
- Section 1. Proposal of Amendments. Amendments to these By-Laws may be proposed at any
time as follows:
- A. By a voting member, in writing, at any open, annual or special meeting of the Club
membership and duly seconded and carried by a majority of the voting members present
in person; or
- B. In writing at any meeting of the Board, by any officer of the Club or Board member,
and seconded and carried by a majority of the Board present in person; or
- C. In writing, signed by 25 voting members filing a proposal at the Club Office.
- Section 2. Voting on Amendments. The proposed amendments shall be published in the next
issue of the “Bulletin” with the call for action thereon at the next annual or special meeting.
Publication of proposed amendments may also be made by regular mail, electronic mail,
facsimile or other generally accepted method of communication that the Club believes will be
most likely to reach the recipient(s). A ballot shall be prepared by the Elections Committee
stating the proposed amendment, with a box to be checked “for” or “against”. These ballots
must be mailed to all voting members not less thank 20 days before the meeting and will not
be valid unless received by the Elections Committee before the meeting, if mailed, or deposited
in a ballot box at the meeting. The Board may advise against any amendments.
Article XVI
Effective Date and Repeal of Previous By-Laws
- These By-Laws shall become effective May 28, 2009. All By-Laws heretofore existing are
hereby expressly repealed.
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