Article III- Meeting of Members

Section 1. Annual Meetings

The annual meeting of the members of the Foundation commencing with the year 1990 shall be held on the third Monday in December in each year if not a legal holiday, and if a legal holiday, then on the next regular business day following, at 2:00 o’clock P.M., for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting.

 

Section 2. Special Meetings

Special meetings of the members of the Foundation may be held at any time upon notice signed by the President or Secretary of the Foundation or by a majority of the members of the Foundation.

 

Section 3. Place of Meetings

The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting.  A waiver of notice signed by all members may designate any place, either within or without the State of Illinois, 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 meeting shall be at 1437 Hollywood Avenue, Glenview, Illinois 60025, which is the registered office of the Foundation in the State of Illinois.

 

Section 4. Notice of Meetings

Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the members calling the meeting, to all of the members of the Foundation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, and addressed to the member at his address as it appears on the Register of Members kept by the Secretary of the Foundation.

 

Section 5. Register of Members

The Secretary of the Foundation shall keep and maintain a current Register of Members containing the name, address, date of commencement of membership and date of expiration of membership for each member of the Foundation.  Such Register shall be prima facie evidence as to who are the members at any given time entitled to vote at any meeting of members.

 

Section 6. Quorum

A majority of the members of the Foundation represented in person or by proxy shall constitute a quorum for the transaction of business at any annual or special meeting of members.

 

Section 7. Voting

Each member of this Foundation shall at every meeting of the members be entitled to one vote in person or by proxy upon each subject properly submitted to vote.

 

Section 8. Informal Action

Any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the [members], may be taken without a meeting if a consent in writing, setting forth the action so taken, shall by signed by all members of the Foundation with respect to the subject matter thereof.