GLENBROOK SOUTH ALUMNI ASSOCIATION
BYLAWS
ARTICLE ONE.
NAME
The name of this Illinois organization shall be “Glenbrook South Alumni Association” (referred to in these Bylaws as the “Glenbrook South Alumni Association”, the “Alumni Association” or the “Association”).
ARTICLE TWO.
MISSION
1)
The Glenbrook South Alumni Association is a charitable organization dedicated to fostering lifelong connections among alumni through service, engagement, and promoting health and wellness initiatives that enhance the well‑being of alumni, students, and local residents.
1.
Encouraging charitable contributions from the community as consistent with 501(c)(3) status of the Internal Revenue Code to maximize opportunities for student development.
2.
Receiving and distributing property and funds through various means in accordance with 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code(s), in order to maximize student health and wellness.
3.
Allowing Glenbrook South’s students and alumni who are interested in personal development and improvement to benefit from investment in their individual and collective outcomes in the form of private, regional and national grants and funding resources.
4.
Organizing and sponsoring networking and fundraising events within the community by bringing together students, former students, parents, teachers, administrators, and community members at large.
5.
Facilitating engagement and gathering social capital within the community centered around Glenview’s youth, physical, mental and emotional needs through competitive and cultural events throughout the area.
6.
Discovering and developing public and private resources by connecting them to immediate and long-term student needs to generate opportunity throughout the community
7.
Cultivating and encouraging scholastic, educational, cultural, emotional and ethical capacities of students and alumni throughout the larger community.
ARTICLE THREE.
ASSOCIATION ORGANIZATION
The Glenbrook South Alumni Association is a charitable organization entirely distinct and wholly separate from the Glenbrook South High School and its related educational entities. The Association shall not engage in activities inconsistent with its status as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE FOUR.
MEMBERSHIP & VOTING RIGHTS
A member is defined as any individual who has attended, taught at, is or has been a parent of a GBS Student, worked for Glenbrook South High School, or any other member of the general public as approved by the Board of Directors. Directors are members appointed to manage and oversee the operations of and maintain the best interests of the Association. Membership in the Association shall be available without regard to race, sex, color, creed, religion, familial status, national origin or sexual orientation. The Association shall have no voting members within the meaning of the Illinois General Not for Profit Corporation Act.
1)
The Association will maintain a minimum of 3 and not more than 15 Directors.
2)
Voting Rights will be in accordance with Illinois 501(c)(3) laws:
a)
Each Director shall have one vote on all matters presented to the Board.
b)
Directors must be present to vote; proxy voting is not permitted for directors.
c)
Any action required to be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all directors.
d)
A majority of the Board of Directors constitutes a quorum.
e) Whenever a Director has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:
i) The interest of such Director be fully disclosed to the Executive Committee.
ii) No interested Director may vote on or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the Board of Directors at which such matter is voted upon.
iii) Any transaction in which a Director has a financial or personal interest shall be duly approved by members of the Board of directors not so interested in or connected and as being in the best interests of the Association.
iv) Payments to the interested Director shall be reasonable and shall not exceed fair market value.
v) The minutes of the meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval or disapproval.
f)
The full Glenbrook South Alumni Association Conflict of Interest Policy is attached to and incorporated into these by-laws.
g)
Ex officio Directors are non-voting to avoid conflicts.
h)
No Director may remain in their position for longer than four years.
i)
New Directors must be approved by a majority of the Board of Directors.
ARTICLE FIVE.
OFFICERS
1)
Titles.
The officers of the Glenbrook South Alumni Association shall consist of Chair, Vice Chair, Secretary and Treasurer and shall comprise the Executive Committee. Nominations for officers may be submitted by any Director of the Alumni Association and will be voted on by the Board of Directors at a meeting on the second Tuesday in May and shall take office on June 1 of each year after the election of the Board of Directors. The term of each officer shall be for one year.
2)
Terms.
Directors shall serve one-year terms and may serve no more than four consecutive terms. The term of each officer shall begin on June 1st until May 31st of the following year.
3)
Duties.
1.
The Chair shall coordinate meetings necessary to implement plans and strategies of the group. The Chair will lead the Glenbrook South Alumni Association in furthering the Association’s mission. It is the responsibility of the Chair to help guide the implementation of the Association’s mission.
2.
The Vice Chair shall be responsible for representing the Association at the request of the Chair and shall assume the duties of the Chair in his or her absence.
3.
The Secretary shall keep the minutes of the Association meetings and draft correspondence regarding the Association events and related activities. Such minutes, when possible, shall be distributed to the Board at its meetings for approval by the Association board members.
4.
The Treasurer shall manage the finances for the organization and submit at each Board meeting a summary of income and expenses
including balances in any accounts as designated by the Board of Directors.
5.
The Fiscal Year will run from June 1 – May 31.
6.
The Treasurer will assure the organization’s finances undergo an annual evaluation to ensure compliance, transparency, and proper management of funds in accordance with IRS Requirements.
4)
Fulfillment of Duties
If any officer cannot fulfill his or her duties, they shall submit his or her resignation in writing to the Secretary of the Glenbrook South Alumni Association. In the event of a resignation, a majority of the Board of Directors shall appoint a replacement for the resigning officer for the duration of the resigning officer’s term from those serving as Directors. Such appointment shall be made at the meeting when such resignation is tendered to the Board of Directors, or if tendered before the next scheduled Board meeting, at the next scheduled Board meeting.
5)
Removal
A Director may be removed from office by a two-thirds vote of the Board of Directors. In the event of a removal of the Director from the Association, a replacement Director shall be elected at the next scheduled Board of Directors meeting or at the same meeting when the Director is removed. The remaining Directors shall elect a new member for the position to be filled and the Director receiving the highest vote total shall be elected for the duration of the removed Directors’ term.
6)
Key Provision
The affairs, business, and all legal matters of the Association shall be governed solely by its Board of Directors.
7) Indemnification
a.
Each Director, officer, employee, volunteer, or committee member of Glenbrook South Alumni Association, whether or not in office, and the heirs, executors, administrators, and assigns thereof shall be indemnified by the Board of Directors against all costs and expenses reasonably incurred by or imposed upon such person or such person's estate in connection with or resulting from an action, suit, proceeding, claim, or investigation, civil or criminal, to which such person or such person's estate shall or may be made a party, or with which such person or person's estate shall or may be threatened, by reason, directly or indirectly, of any action or omission to act in the scope of such person's appointment as a Director, officer, employee, or member of the Association, provided, however: (1) that no such Director, officer, employee, or member shall be indemnified against or be reimbursed for any cost or expense arising out of such person's own willful misconduct; (2) that the Director, officer, employee, volunteer or committee member has given prompt notice to the Board of Directors of the action, suit, proceeding, claim, or investigation or threat of same; (3) that the Director, officer, employee, volunteer or committee member has agreed to legal representation by counsel acting on the matter for the Board of Directors, or in the event of conflict of interest on the part of such counsel by individual counsel acceptable to the Board and its counsel, which acceptance shall not be reasonably withheld; (4) that the cost or expense is not reasonably recoverable from any other source. The costs and expenses against which any Director, officer, employee, volunteer or committee member of the Association shall be so indemnified shall be those actually paid or for which liability is actually incurred, including sums paid in settlement of any such action, suit, proceedings or claim on advice of competent counsel and with the concurrence of the Board of Directors, and irrespective of whether such costs or expenses are taxable costs as defined or allowed by statute or rule of court. Said rights of indemnification shall be supplementary to any other rights with respect to any such costs and expenses to which said Director, officer, employee, volunteer or committee member may otherwise be entitled against the Board of Directors or any other persons.
b. A Director, officer, employee, volunteer or committee member shall not be deemed to have been guilty of willful misconduct in the performance of duty as a Director, officer, employee, volunteer or committee member, as to any matter wherein such person relied upon the opinion or advice of legal counsel employed or retained by or for the Board of Directors, or relied upon erroneous information or advice furnished by an officer, or an employee of the Association, and which was accepted in good faith from such persons. "Willful misconduct" as the term is used herein includes but is not limited to the intentional violation of a law or of a regulation having the force of law or of the directive of a superior authority.
c. Director liability is limited to the fullest extent allowed by law.
8) Compensation
Directors and officers will serve without compensation. Reimbursement of reasonable expenses is allowed with approval by a majority of the Board of Directors or preapproval by a majority of the Board of Directors. No employees are anticipated at this time.
9) Meetings
a. The Annual Meeting will be scheduled on the second Tuesday of May.
b. Regular meetings will be held on the second Tuesday of March, June, September, and December.
c. Special meetings may be called from time to time, as required.
d. Notice will be given via email at least 30 days in advance of regularly scheduled meetings.
e.
Emergency meetings may be called upon such notice as is practicable under the circumstances, provided quorum requirements are met.
f. Meetings may be held in person or via electronic means (i.e. Zoom).
ARTICLE SIX.
COMMITTEES
A.
Standing Committees
1.
There will be four standing committees of the Glenbrook South Alumni Association: the executive committee, the event committee, the finance committee, and the membership committee.
2.
Members of the committees may be Board members who select service on a particular committee or they may be non-board members appointed by the Executive Committee.
B.
Committee Duties
1.
The Executive Committee shall be made up of the Chair, Vice Chair, Secretary and Treasurer who will provide leadership and oversee key policies of the Association.
2.
The event committee will be responsible for organizing community events and fundraisers for the Alumni Association.
3.
The finance committee will identify, develop, maintain, and connect resources to aid and benefit the outcome of the Association, its students and community members. The finance committee will oversee financial responsibilities.
4.
The membership committee will seek to grow the association by attracting and recruiting additional alumni and encourage participation in the Glenbrook South Alumni Association and its activities.
5.
Committees have the authority to make recommendations to the Board of Directors but do not have authority to act on behalf of the Board.
ARTICLE SEVEN.
WHISTLEBLOWER POLICY
The Glenbrook South Alumni Association ensures legal compliance and protects employees, volunteers, members and Directors from retaliation when reporting suspected financial, ethical, or legal violations. The full Glenbrook South Alumni Association Whistleblower Policy is attached to and incorporated into these by-laws.
ARTICLE EIGHT.
DISSOLUTION
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501(c)(3) of the Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of law of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, that are organized and operated exclusively for exempt purposes.
ARTICLE NINE.
AMENDMENT OF BYLAWS
These Bylaws may be amended by majority vote of the Board of Directors, provided written notice of the proposed amendment is given to all Directors at least one month prior to the meeting at which the amendment will be considered.
Files coming soon.
GLENBROOK SOUTH ALUMNI ASSOCIATION
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CONFLICT OF INTEREST POLICY
Article I
Purpose
The purpose of the Conflict-of-Interest Policy is to protect the Glenbrook South Alumni Association’s interest when it is contemplating entering into a transaction or the arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II
Definitions
1.
Interested Person
Any Director, principal officer, or committee member with the Board of Directors delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.
Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(a)
An ownership or investment interest in any entity with which the Association has a transaction or arrangement,
(b)
A Compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
(c)
A potential ownership or investment in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement. Compensation includes direct or indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III
Procedures
1.
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and committee members with governing board delegated powers considering the proposed transaction or arrangement.
2.
Determining Whether or Not a Conflict Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the Director with a possible conflict of interest shall leave the Board of Directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board of Directors shall decide if a conflict of interest exists.
3.
Procedures for Addressing Conflict of Interest
a.
An interested person may make a presentation at the Board of Directors meeting, but after the presentation, the Director with the possible conflict of interest shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving a possible conflict of interest.
b.
The Chair of the Board of Directors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c.
After exercising due diligence, the Board of Directors shall determine whether the Glenbrook South Alumni Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4.
Violations of the Conflict-of-Interest Policy
a.
If the Board of Directors has reasonable cause to believe a Director has failed to disclose the actual or possible conflict of interest, it shall inform the Director of the basis for such belief and afford the Director an opportunity to explain the alleged failure to disclose.
b.
If, after hearing the Director’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the Director has an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the Board of Directors and all committees with board delegated powers shall contain:
a.
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether or not a conflict was present, and the Board of Directors as to whether or not a conflict of interest existed.
b.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V
Compensation
Directors and officers will serve without compensation. Reimbursement of reasonable expenses is allowed with approval by a majority of the Board of Directors or preapproval by a majority of the Board of Directors.
Article VI
Annual Statements
Each Director, officer, and committee member with the Board of Directors’ delegated powers shall sign a statement acknowledging that such person:
a. Has received a copy of the Conflict-of-Interest Policy,
b. Has read and understands the policy, and
c. Has agreed to comply with the policy, and
d. Understands the Association is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII
Periodic Reviews
To ensure the Association operates in a manner consistent with charitable purposes and does not engage in practices that could jeopardize our tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations to conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Association may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted
Files coming soon.
GLENBROOK SOUTH ALUMNI ASSOCIATION
Whistleblower Policy
The Glenbrook South Alumni Association requires directors, officers, volunteers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of the Glenbrook South Alumni Association, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
Reporting Responsibility
This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that the Glenbrook South Alumni Association can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of the Glenbrook South Alumni Association’s code of ethics or suspected violations of law or regulations that govern the Glenbrook South Alumni Association’s operations.
No Retaliation
It is contrary to the values of the Glenbrook South Alumni Association for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of Glenbrook South Alumni Association. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination.
Reporting Procedure
The Glenbrook South Alumni Association has an open-door policy and suggests that anyone who suspects or observes illegal, unethical, or immoral behavior to share their questions, concerns, suggestions or complaints with one or all of the Board of Directors. If you are not comfortable speaking with one of the Directors or you are not satisfied with the Directors response, you are encouraged to speak with another Director, such as Chair, or another board member. Board Directors are required to report complaints or concerns about suspected ethical and legal violations in writing to the Glenbrook South Alumni Association’s Chair, who has the responsibility to investigate all reported complaints. Members with concerns or complaints may also submit their concerns in writing directly to the Vice Chair or the Secretary. The Glenbrook South Alumni Association’s Chair is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Chair will advise the Board of Directors of all complaints and their resolution and will report at least annually to the Treasurer on compliance activity relating to accounting or alleged financial improprieties.
Accounting and Auditing Matters
The Glenbrook South Alumni Association’s Chair shall immediately notify the Board of Directors of any concerns or complaint regarding corporate accounting practices, internal controls or auditing and work with the Board of Directors until the matter is resolved.
Acting in Good Faith
Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense. Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
Handling of Reported Violations
The Glenbrook South Alumni Association’s Chair will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
Files coming soon.
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