TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.100 LEGISLATION CONTROLLING
Section 700.100 Legislation
Controlling
These By-Laws, the powers of the
Corporation and of its Directors, Stockholders, and all matters concerning the
conduct and regulation of the business of the Corporation shall be subject to
the provisions of 315 ILCS 15.
 | TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.110 LOCATION OF PRINCIPAL AND OTHER OFFICES OF THE CORPORATION
Section 700.110 Location of
Principal and Other Offices of the Corporation
The location of the principal
office of the Corporation shall be in Chicago, Illinois. The Corporation may
have offices within the State of Illinois at such other places as shall be
determined from time to time by the Board of Directors.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.200 GENERAL POWERS, ELECTION OF DIRECTORS, TERM OF OFFICE, QUALIFICATIONS AND VACANCIES
Section 700.200 General
Powers, Election of Directors, Term of Office, Qualifications and Vacancies
All corporate powers of the
Corporation shall be exercised by the Board of Directors, as provided for in
the Act. The Board of Directors shall have the responsibility and authority to
appoint all necessary Board Committees and Officer Committees to provide for
prudent management and oversight of the Corporation. Each Director shall hold
office until their successors are appointed, as provided for in the Act.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.205 CHAIRMAN AND VICE CHAIRMAN
Section 700.205 Chairman and
Vice Chairman
The Board of Directors shall
elect one of its Board members as Vice-Chairman of the Board. At all meetings
of the Board of Directors, the Chairman of the Board, or his designee, shall
preside or, in the absence of the Chairman and his designee, the Vice Chairman
of the Board shall preside.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.207 MEETINGS
Section 700.207 Meetings
Meetings of the Board of
Directors shall be held at such place within the State of Illinois as may from
time to time be fixed by resolution of the Board or as may be specified in the
call of any meeting, subject to the Open Meetings Act [5 ILCS 120]. Regular
meetings of the Board of directors shall be held at such times as may from time
to time be fixed by resolution of the Board, and special meetings may be held
at any time upon the call of any three Directors or of the Chairman by oral,
facsimile, or written notice duly served on or sent or mailed to each Director
not less than two days before such meeting. The notice of any meeting need not
specify the purpose thereof. A meeting of the Board may be held without notice
immediately after the annual meeting of Members and stockholders at the same
place at which such meeting was held.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.209 QUORUM AND VOTING
Section 700.209 Quorum and
Voting
a) A majority of the Directors then holding such office shall
constitute a quorum for the transaction of any business. Directors may
participate in any meeting through the use of a conference telephone or similar
communications equipment by means of which all persons participating can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting. At any meeting of the Board of Directors, if there is
less than a quorum present, a majority of those present may adjourn the meeting
from time to time until a quorum is obtained.
b) When a quorum is present at any meeting of the Board of
Directors, the vote of a majority of the voting Directors then holding such office
shall be the act of the Board and shall decide any question properly brought
before such meeting. Each voting Director shall have one vote in all such
decisions.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.211 RESIGNATION OF DIRECTORS
Section 700.211 Resignation
of Directors
Any Director may resign at any
time by giving written notice of such resignation, either to the Board of
Directors, the President or the Secretary-Treasurer of the Corporation. Unless
otherwise specified therein, such resignation shall take effect upon receipt
thereof by the Board of Directors or by such Officer.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.213 COMMITTEES
Section 700.213 Committees
In its discretion, the Board of
Directors may appoint an Executive Committee and one or more other committees,
which, to the extent of the authority conferred by the resolutions appointing
them, may exercise any of the powers of the Board of Directors, including the
power to authorize the seal of the Corporation to be affixed to all papers
which may require it. In its discretion, the Board of Directors may appoint
one or more Officer Committees which the Board deems necessary or appropriate
for the prudent management and oversight of the Corporation, which, to the
extent of the authority conferred by the resolutions appointing them, shall
have and may exercise any of the powers of the Board of Directors. Unless the
Board of Directors provides otherwise in the resolutions appointing any such
committee, a committee of two members may act only by unanimous vote of such
members, any such committee composed of more than two members may act by the
vote of a majority of its members, and any such committee may fix the time and
place of its meetings. The Board of Directors must ratify any action of any
committee. The Board of Directors shall have power at any time to fill
vacancies in, to change the membership of, or to dissolve any such committee.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.220 OFFICERS
Section 700.220 Officers
The Officers of the Corporation
shall be a President and such other Officers as may be appointed in accordance
with the provisions of Section 700.221 of this Part. Any two offices but not
more than two, may be held by the same person.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.221 ELECTION, TERM OF OFFICE, AND QUALIFICATIONS
Section 700.221 Election,
Term of Office, and Qualifications
Each Officer specifically
designated in Section 700.220 of this Part shall be elected by the Board of
Directors, and shall hold his office until his successor is elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner provided in Section 700.223 of this Part.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.222 SUBORDINATE OFFICERS
Section 700.222 Subordinate
Officers
The Board of Directors from time
to time may appoint or authorize the President to appoint, other Officers or
Agents which of whom shall hold office for such period, have such authority and
perform such duties as are provided in these By-Laws or as the Board of
Directors (or the President in the case of Officers and Agents appointed by
him) from time to time may determine. The President may appoint any such
subordinate Officers or Agents, fix their term of office, and prescribe their
respective authorities and duties.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.223 REMOVAL
Section 700.223 Removal
Any Officer may be removed at
any time either with or without cause by the vote of a majority of the total
number of Directors then in office, and any Officer or Agent appointed by the
President may be removed at any time by the President with or without cause.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.224 RESIGNATION OF OFFICERS
Section 700.224 Resignation
of Officers
Any Officer may resign at any
time by giving written notice of such resignation to the Board of Directors or
to the President of the Corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by the President.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.225 VACANCIES
Section 700.225 Vacancies
A vacancy in any office because
of death, resignation, removal, disqualification or any other cause shall be
filled for the unexpired portion of the term in the manner prescribed by the
By-Laws for the regular election to such office.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.226 CHAIRMAN OF THE BOARD
Section 700.226 Chairman of
the Board
The Chairman of the Board shall
preside at all meetings of the Board and shall perform such other duties as
shall be assigned from time to time by the Board.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.227 THE PRESIDENT
Section 700.227 The
President
The President shall be the Chief
Executive Officer of the Corporation, and, subject to the control of the Board
of directors, shall have general charge of the business, affairs, and property
of the Corporation, and control over its Officers. The President shall do and
perform all such other duties and may exercise such other powers as from time
to time may be assigned to him by these By-Laws or by the Board of Directors.
The Officers of the Corporation shall be responsible to the President for the
proper and faithful discharge of their several duties, and shall make such
reports to him as he may from time to time require.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.228 THE SECRETARY-TREASURER
Section 700.228 The
Secretary-Treasurer
The Secretary-Treasurer shall:
a) Keep a certified copy of the Articles and these By-Laws with
marginal references to all amendments thereof;
b) Keep the minutes of the meetings of the Stockholders and the
Board of Directors, and cause the same to be recorded in the book provided for
that purpose;
c) Prepare, or cause to be prepared, and maintain any list of
Stockholders;
d) See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by statute;
e) Be custodian of the records of the Corporation and the Board
of Directors and of the seal of the Corporation; see that the seal is affixed
to any and all stock certificates prior to their issuance and to all documents
the execution of which on behalf of the Corporation under its seal shall have been
duly authorized, and attest the seal when so affixed;
f) See that all books, reports, statements, certificates and
other documents and records required by law to be kept or filed are properly
kept or filed;
g) Have supervision over the funds including the borrowing
thereof, the securities, receipts and disbursements of the Corporation;
h) Cause all moneys and other valuable effects to be deposited in
the name and to the credit of the Corporation, in such banks or trust companies
or with such bankers or other depositories as shall be selected by a majority
vote of the Board of Directors, exclusive of any Director who is an Officer or
Director of the depository so designated;
i) Cause the funds of the Corporation to be disbursed by checks
or drafts upon the authorized depositories of the Corporation;
j) Cause to be taken and preserved proper vouchers for all
moneys disbursed;
k) Cause to be kept correct books of the account of all the
business and transactions of the Corporation;
l) Render to the President or the Board of Directors, whenever
requested, an account of the financial condition of the Corporation and of his
transactions as Treasurer;
m) Be empowered, from time to time, to require from the Officers
or Agents of the Corporation reports or statements giving such information as
he may desire with respect to any and all financial transactions of the
Corporation; and
n) In general, perform all duties and have all powers incident to
the office of Secretary-Treasurer and perform such other duties and have such
other powers as from time to time may be assigned to him by these By-Laws or by
the Board of Directors or by the President. At the request of the
Secretary-Treasurer, or in his absence or disability, a duly appointed Assistant
Secretary-Treasurer, shall perform any of the duties of the Secretary-Treasurer
and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Secretary-Treasurer. Except where by law the signature
of the Secretary-Treasurer is required, any duly appointed Assistant
Secretary-Treasurers shall possess the same power as the Secretary-Treasurer to
sign all certificates, contracts, obligations, and other instruments of the
Corporation.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.250 EXECUTION OF INSTRUMENTS GENERALLY
Section 700.250 Execution of
Instruments Generally
All documents, instruments or
writing of any nature shall be signed, executed, verified, acknowledged and
delivered by such Officers, Agents or Employees of the Corporation, or any one
of them, and in such manner, as from time to time may be determined by the
Board of Directors.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.252 CHECKS, DRAFTS, ETC.
Section 700.252 Checks,
Drafts, etc.
All notes, drafts, acceptances,
checks, endorsements, and all evidences of indebtedness of the Corporation
whatsoever, shall be signed by such Officers, Agents or Employees of the
Corporation or any one of them, and in such manner, as from time to time may be
determined by the Board of Directors. Endorsements for deposit to the credit
of the Corporation in any of its duly authorized depositories shall be made in
such manner as the Board of Directors from time to time may determine.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.260 INTERCOMPANY DEALINGS
Section 700.260 Intercompany
Dealings
The Corporation shall not,
however, make loans directly or indirectly to any Director or Officer of the
Corporation or to any firm or corporation in which such Director or Officer, or
any member of the immediate family of any such Director or Officer owns in
excess of a ten percent interest, or otherwise controls, directly or
indirectly. Any Director or Officer knowingly approving any loan in violation
of this section shall be personally liable, for the amount thereof and such
approval shall be presumed unless the dissent of such Director or Officer is
noted upon the records of the Corporation.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.265 SEAL
Section 700.265 Seal
The Seal of the Corporation
shall, subject to alteration by the Board of Directors, consist of a flat-faced
circular die with the words "Illinois Community Development Finance
Corporation," cut or engraved thereon. In lieu of the corporate seal,
when so authorized by the Board of Directors, a facsimile of such corporate
seal may be impressed or affixed or reproduced.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.270 RELIANCE ON RECORDS AND REPORTS
Section 700.270 Reliance on
Records and Reports
Each Director, Officer, or
Member of any committee designated by, or by authority of the Board of
Directors shall, in the performance of his duties, be fully protected in
relying in good faith upon the books of account or other records of the
Corporation or upon reports made to the Corporation by any official of the
Corporation or by an independent certified public accountant or by an appraiser
selected with reasonable care by the Board of Directors or by any such
committee.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.275 AMENDMENTS
Section 700.275 Amendments
The By-Laws of the Corporation
(subject to the provisions of the Illinois Administrative Procedure Act [5 ILCS
100]) may be amended, added to or repealed at any meeting of the Board of
Directors provided that notice of the proposed change is given in the notice of
the meeting and provided further that if any By-Law regulating an impending
election of Directors is adopted or amended or repealed by the Board of
Directors, there shall be set forth in the notice of the next meeting for the
election of Directors the By-Law so adopted or amended or repealed together
with a concise statement of the changes made.
| TITLE 47: HOUSING AND COMMUNITY DEVELOPMENT
CHAPTER V: ILLINOIS COMMUNITY DEVELOPMENT FINANCE CORPORATION
PART 700
BY-LAWS
SECTION 700.280 INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES
Section 700.280
Indemnification of Directors, Officers, and Employees
Each Director, Officer, and
Employee of the Corporation (and his heirs, executors, and administrators)
shall be indemnified by the Corporation against any costs, expenses (including
attorneys' fees), and liabilities reasonably incurred by or imposed upon him in
connection with any action, suit or proceeding, or any appeal therein, to which
he may be made a party by reason of his being, or having been, a Director,
Officer, or Employee of the Corporation, or of any other corporation which he
serves or has served as Director, Officer, or Employee at the request of the
Corporation (whether or not he continues to be a Director, Officer, or Employee
of the Corporation or such other corporation at the time such action, suit or
proceeding is brought), except with respect to matters as to which he shall be
finally adjudged in such action, suit or proceeding to be liable for willful,
intentional or bad-faith misconduct in the performance of his duties as such
Director, Officer, or Employee. Each such person shall be indemnified by the
Corporation, to the extent permitted by law,
a) against any costs and expenses (including attorney's fees)
reasonably incurred in connection with any such action, suit or proceeding with
any such action, suit or proceeding with which he shall be threatened, and
b) against any reasonable amounts he shall pay in settlement of
any such action, suit or proceeding, or by the settlement, as to which the
Corporation is advised by counsel that in the opinion of counsel such Director,
Officer, or Employee would not, in the absence of such settlement, have been
held liable for willful, intentional or bad-faith misconduct in the performance
of his duties as a Director, Officer, or Employee. The word
"Director" as used in this Part shall be deemed to include a Director
performing duties as a member of the Executive Committee or other committee of
the Board of Directors.
AUTHORITY: Authorized by resolution of the Board of Directors of the Illinois Community Development Finance Corporation pursuant to the Illinois Community Development Finance Corporation Act [315 ILCS 15].
SOURCE: Adopted at 18 Ill. Reg. 5826, effective April 4, 1994.
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