The name of this organization shall be the “Marquette Heights Men’s Club of Central Illinois, Inc.”

 The corporation is a nonprofit corporation. The purposes for which the corporation is organized are:

 A. The specific and primary purposes for which this corporation is formed are to operate for the advancement of religion, charity, and education and for other charitable purposes, by the distribution of its funds for such purposes, and particularly for providing funding and human resources necessary to enhance and provide for the City of Marquette Heights and surrounding communities.

 B. The general purposes for which this corporation is formed are to operate exclusively for such religious, charitable, and educational purposes as will qualify it as an exempt organization under 26 U.S.C.A. § 501(c)(3) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws, including, for such purposes, the making of distributions to organizations which qualify as tax-exempt organizations under that Code.

 C.  This corporation shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation; nor shall it participate or intervene (by publication or distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office.

 D. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II.

 E. Diversity, Equity, and Inclusion (DEI):

     a. The Marquette Heights Men’s Club of Central Illinois is committed to promoting diversity, equity, and inclusion within the organization and the communities it serves.

     b. The organization acknowledges the importance of embracing individuals from diverse backgrounds, including but not limited to race, ethnicity, gender, age, sexual orientation, and socioeconomic status.

     c. The club will actively work towards creating an inclusive environment where all members feel valued, respected, and have equal opportunities to contribute to the organization's mission.

     d. Initiatives and programs aimed at promoting diversity, equity, and inclusion may be established, and the organization will periodically assess and address any barriers that may hinder inclusivity.

 A. Mission: The Marquette Heights Men’s Club of Central Illinois’ mission is to provide resources and funds to enhance and support the community of Marquette Heights, as well as, surrounding areas of central Illinois.

B. Vision: To see expansion and improvement of our community programs within central Illinois.

C. Philosophy: Our organization has set a high level of standards for our club membership and our volunteers to ensure our community receives the best resources and entertainment.

 D. Purpose Statement: Our purpose is to shape the future of every person within our community by enhancing our school programs, providing scholarships, improving public safety, providing high level of entertainment, and other civic opportunities.

 E. Organizational Values:

     a. Raise funds through Marquette Heights Men’s Club of Central Illinois’ sponsored events for community programs and local charities.

     b. Support local public safety agencies.

     c. Volunteer human resources to the community.

 F. All activities in this Article III and the corporation in general shall be performed and operated in a manner consistent with 501(c)(3) of the Internal Revenue Code of 1986.

 A. Each member participating in the Marquette Heights Men’s Club of Central Illinois shall be 18 years of age or older, a citizen of the United States, pass a background check, and shall be required to pay dues annually.  These dues shall be determined by the membership at the annual meeting and shall be used to operate the club. Individuals exercising ownership or control of a facility considered to be competitive with the Spook Hollow facility shall not be eligible for membership in Marquette Heights Men's Club of Central Illinois.  Determination of eligibility under this paragraph shall be at the sole discretion of the membership of Marquette Heights Men's Club of Central Illinois.

 B. Qualifying individuals may apply for membership in the Marquette Heights Men’s Club of Central Illinois but must be sponsored by at least one active member for their application to be considered.

 C. All sitting and former mayors of Marquette Heights, IL since 1979 shall be honorary lifetime members. In addition to former and current mayors of Marquette Heights, IL since 1979, individuals who have made significant contributions to the community and the objectives of the Marquette Heights Men’s Club may be considered for honorary lifetime membership. The nomination for honorary lifetime membership must be presented by an active member and approved by a majority vote of the membership.

 D. In the event a member has been deemed a detriment to the organization and its cause, forced removal shall be voted upon and approved with a three-fourths majority vote, demonstrating a serious and thoughtful consideration of the situation.

     a. The process for forced removal of a member, as outlined in Article IV D, shall include a fair and impartial investigation conducted by a designated committee.

     b. The member in question shall be provided with an opportunity to present their perspective and defense before the decision is made.

     c. The reasons for forced removal shall be documented and communicated to the membership, ensuring transparency and accountability.

 A. The position of President, Vice-President, Treasurer, Secretary, Sergeant-At-Arms, Activities Director, and Director-At-Large shall be elected at the annual meeting.  Term to be two years or until a successor is elected and installed.

 B. Nominations shall be closed at the end of the first November regular meeting. President, Treasurer, Sergeant-At-Arms, Director-At-Large will be voted on even years.  Vice President, Secretary, Activities Director will be voted on odd years.  Effective as of the 2024 elections.

 C. Any active member shall be nominated by another active member or self, but each individual can be nominated for a maximum of one Office per year.

 D. Duties of Officers:

 President: Shall preside over all regular meetings.  The President shall appoint all vacancies on the board. Subject to approval by majority of the membership present. Shall be an ex-officio member of all standing committees.

 Vice-President: Shall fill in for the duties of the President in his absence.

 Treasurer: Shall collect and deposit any income of the organization, shall pay all approved bills, keep the financial records, timely file all necessary federal, state, and local informational and/or tax returns, schedule an audit, and present the annual financial report.  A monthly financial report shall be made at the regular meeting.  The outgoing treasurer shall assist the incoming treasurer when filing informational and/or tax returns for the fiscal year in which office was held.

 Secretary: Shall keep the minutes of the regular and executive meetings, including attendance of members and visitors. And conduct any correspondence for the organization. Shall maintain and present the corporate minute book and reports of meetings and other proceedings.  Shall maintain the active member status list.

 Sergeant-At-Arms: Shall keep order at all meetings.

 Activities Director: Shall preside over social activities of the organization, and organize the aspects of these activities.

 Director-At-Large: Shall oversee supplemental operations of the organization. (i.e. Makeup, Marketing, Merchandise, etc.).

 E. The Seven officers shall serve as directors of the corporation.

 F. New officers will be installed at the start of the first meeting in January.

 G. To run for office, a member must be an active member for each of the twenty-four months immediately preceding his nomination for office.

 H. The organization may meet online or via conference call when physical meetings are not feasible. Instructions to connect will be communicated when the decision to meet virtually is made.

 I. In the event of the presidency becoming vacant, the Vice President shall serve until a member shall be nominated and receive a majority vote of the members to complete the term of the previous office.

 J. No two officers may be a member of the same immediate family.

 A. The organization shall meet on the first Sunday of each month or at a time designated by the active membership. 

 B. The December meeting of each year will be designated as the annual meeting.

 C. This article shall be considered as notice to all members of the regularly stated meetings.  Further notice may be given but shall not be required.

 D. At least Two (2) active officers and Three (3) active members who are not officers must be in attendance at a regular meeting to constitute a quorum.

 E. If a member does not attend at least (1) one meeting every third month they become an inactive member. 

 F. All active members are considered active members until the third meeting of each year.   If a member’s annual dues are not paid by the third scheduled meeting of the year, then the member shall become an inactive member.

 G. Before newly admitted members are allowed voting rights, they must first attend (3) meetings and pay their annual dues.  An inactive member shall forfeit voting rights until re-establishing active member status.  Any member that has become inactive shall also have to attend (3) meetings and pay their annual dues before being restored to active membership. In the case of an inactive member seeking to be restored to active membership, the current active members will have the right to vote on whether to restore the inactive member to active status in the same manner as a vote on a new candidate for membership.  In the event that a candidate for return to active status is refused by vote of the membership, any dues paid by the candidate for the year in question will be refunded to the candidate.

 H. Emergency or special meetings may be held in the presence of a quorum.  Any actions chosen during an emergency or special meeting will be communicated to the membership in a timely manner, no later than the next regular meeting.

 I. Virtual Meetings:

     a. If physical meetings are not feasible, the executive committee may opt to conduct meetings online or via conference call.

     b. Procedures for virtual meetings, including the platform used, communication methods, and voting mechanisms, shall be communicated to the membership.

     c. The decision to hold virtual meetings will be made based on practical considerations and will be communicated in a timely manner to ensure members can participate.

 A. There shall be an Executive Committee composed of the Seven (7) officers.

 B. Other committees as needed shall be named from the active membership and confirmed by the club.

 C. Upon creation of a committee, a chair, vice-chair, and secretary shall be elected by said committee at the first meeting.

 D. Committee action requires club approval.

 E. Committee Roles and Responsibilities:

     a. Each committee, upon creation, shall have clearly defined roles and responsibilities outlined in a committee charter.

     b. Committee members shall work collaboratively to achieve the objectives set forth in their charter, reporting progress to the membership as needed.

     c. The Executive Committee, as specified in Article VII(A), shall oversee the coordination and collaboration among all committees.

 F. Committee Creation and Dissolution:

     a. The formation of any committee, including its purpose and composition, shall be proposed by a member, and confirmed by the club through a majority vote.

     b. The dissolution of a committee may be proposed by the Committee Chair or the club President, with approval from the membership.

     c. The committee will be dissolved upon completion of goals or after the event for which it was formed.

 A. The fiscal year shall be January 1st. to December 31st.

 B. A bank account in the name of the Marquette Heights Men’s Club of Central Illinois shall be established. All funds of the corporation shall be deposited in the corporation’s bank account.  These accounts shall be determined by resolution of the officers.  Signatures of at least the President or Treasurer and one other officer shall be required for all approved expenditures.  If any officer foresees a conflict of interest, he may opt not to use his signature, granting the right of another officer to sign in his place.  The Treasurer has the authority to transfer funds between club accounts to maintain the accounts in good standing.

 C. The Executive Committee shall establish the procedures to conduct an annual financial audit of the corporation.

 D. No action may be taken on any motion to amend the by-laws unless the membership is mailed or e-mailed a copy of the proposed changes not less than one week prior to the meeting at which the proposed changes are to be voted on. The by-laws may be amended by a two-thirds vote of the active membership in attendance at a regularly scheduled meeting.

 E. The corporation will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 F. The corporation will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 G. The corporation will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 H. The corporation will not make any investments in a manner as to subject it to tax under section 4944 of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 I. The corporation will not make any taxable expenditures as defined in section 4945 (d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 J. A written contract approved by membership shall be signed at least by the President or Secretary and one other officer.

 K. The Internal Controls document will be distributed to the membership and a review will be conducted prior to the March meeting.

 L. An executive vote may be taken to prevent a change in the club's operational status in the event of an immediate unforeseen circumstance. Any vote made by an executive vote will be recorded at the next regular meeting.

 A. Voting shall be viva voce (aye/nay) for operational votes and by ballot for elections.

 B. The affirmative vote of a majority of the active members present at a meeting at which a quorum is present shall be sufficient for the adoption of any motion that is in order, excluding by-law changes as defined in Article VIII(D) and member removal as defined in Article IV(D). Similarly, the affirmative vote of a majority of the committee members at a meeting at which a quorum is present shall be sufficient for the adoption of any motion that is in order before the committee.

 C. During virtual meetings, votes will be conducted via roll call.

 D. In extenuating circumstances, such as a medical/family emergency or illness, where an active member may be unable to attend a regular meeting and upon prior majority approval by the executive committee, a call-in or write-in vote may be allowed not to exceed (2) meetings per (12) month period.  The result of these votes will be recorded by the Secretary in the regular minutes. In this situation, the members present in the meeting will be informed upon the start of the meeting.

 The corporation shall keep correct and complete records of accounts and full complete minutes of the proceedings of all the corporation’s meetings and committees.

 A. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation, shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for religious or charitable purposes and which has established its tax exempt status under § 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

B. In the event of the dissolution of this corporation, or if it shall cease to carry out the purposes set forth in Article II, all the business, property, and assets of the corporation shall be distributed to an organization or organizations organized and operated exclusively for religious or charitable purposes and that is tax exempt under § 501(c)(3) of the Internal Revenue Code of 1986, as amended. That organization shall be the City of Marquette Heights, IL if it qualifies as a distributee under this Article. No part of the assets or property of this corporation shall be distributed to members, either for the reimbursement of any sums subscribed, donated, or contributed by members, or for any other purpose, it being the intent in the event of the dissolution of this corporation, or on its ceasing to carry out the purposes of the corporation, that the property and assets then owned by the corporation shall be devoted to the following nonprofit charitable purpose: The City of Marquette Heights, IL.

Article XII

 To the extent permitted by law the corporation shall indemnify, defend, and save harmless it’s employees, officers, directors, and members from any and all claims or causes of action of any nature what-so-ever arising out of the performance of their employment, corporate duties, or responsibilities.

 (Approved 2/4/2024)