CENTRAL ILLINOIS RESOURCE CENTER, INC.
Adopted by the Board of Directors
January 1st, 2025
Modified: April 2025

ARTICLE I – NAME AND PURPOSE

Section 1. Name

The name of this organization shall be Central Illinois Resource Center, Inc., a nonprofit corporation organized under the laws of the State of Illinois and recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Purpose

The Corporation is organized exclusively for charitable, educational, and nonprofit purposes under Section 501(c)(3) of the Internal Revenue Code. Its mission is to promote mental health awareness, end food insecurity, and provide essential resources and services to underserved individuals and families.

ARTICLE II – OFFICES

Section 1. Principal Office

The principal office of the Corporation shall be located in the State of Illinois at a location determined by the Board of Directors.

Section 2. Other Offices

The Corporation may also maintain additional offices at such places as the Board of Directors may determine.

ARTICLE III – BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Corporation shall be managed under the direction of the Board of Directors. The Board shall establish policies, approve budgets, and ensure alignment with the organization’s mission.

Section 2. Composition and Terms

A. Board Composition
The Board of Directors shall consist of both Officers and Directors at Large. All members of the Board shall serve in accordance with the organization’s bylaws and the Illinois General Not For Profit Corporation Act.

B. Officers of the Corporation

The Officers of the Corporation shall include:

• President

• Vice President

• Secretary

Executive Officers shall serve until:

1. Voluntary resignation, or

2. Set date of Term Expiration set by Member which may be revoked at any time with 30 days notice to the Board; or

3. Set date of Term Expiration set by Member upon admittance to the Board of Directors; or

4. Removal by a two-thirds vote of the Board for cause.

   
   

C. Terms of Office
Each Non-Executive Officer shall serve a term of two (2) years, beginning on the date of election and ending upon the election of a successor, unless otherwise stated in these bylaws. Officers may serve multiple terms if re-elected.

D. Immediate Past President
Upon the conclusion of their term, the outgoing President shall serve as Immediate Past President for a period of one (1) year in an advisory, non-voting capacity, unless otherwise determined by a majority vote of the Board.

E. Vice President Succession
The Vice President shall be selected every two years. Upon completing the term, the outgoing Vice President shall be offered the opportunity to serve as a Board Member at Large for one (1) year, unless re-elected to an Officer position. The Vice President is selected by the Board President.

Section 3. Qualifications

Board members must support the mission and purpose of the Corporation and comply with policies adopted by the Board.

Section 4. Resignation

Any Board member may resign at any time by delivering written notice to the President or Secretary.

Section 5. Meetings

Regular meetings shall be held at least quarterly, with additional meetings scheduled as needed. Meetings may be held in person or virtually. Special meetings may be called by the President or two Directors with at least 5 days’ notice.

Section 6. Quorum and Voting

A simple majority of Directors then in office shall constitute a quorum. A majority vote of Directors present is required to pass motions, unless otherwise stated in these Bylaws.

ARTICLE 4 – OFFICERS

Section 1. Officer Roles and Duties

• President: Serves as chief executive and provides overall leadership. Presides at meetings and oversees the organization’s direction.
  

• Vice President: Assists the President and serves in their absence. Assumes a one-year board-at-large role following term completion unless re-elected.
  

• Secretary: Keeps minutes, maintains records, and ensures notices are properly distributed.
  
  

Section 2. Immediate Past President

The existing board president shall serve an additional term as Immediate Past President for one year following the conclusion of their presidency, serving as a non-voting advisor to ensure continuity.

ARTICLE 5 – REMOVAL AND VACANCIES

Section 1. Grounds for Removal of a Board Member at Large

An Executive Board Member may initiate removal of a Board Member at Large with or without another Executive signature, only on the following grounds:

1. Absence from three consecutive meetings without cause;
   

2. Financial misconduct or breach of fiduciary duty;
   

3. Conduct materially prejudicial to the Corporation;
   

4. Failure to uphold organizational mission or policies;
   

5. Violations of Illinois law or federal nonprofit requirements.
   
   

Section 2. Removal of Executive Board Member

• A Board Member at Large may not petition to remove an Executive Board Member without written support.
  

• Any such complaint must first be addressed through the grievance process (see Article VI) before any petition to remove is valid.
  
  

Section 3. Vacancies

Vacancies occurring mid-term may be filled by vote of the Board. Appointees shall serve the unexpired term.

ARTICLE 6 – GRIEVANCE PROCESS

Section 1. Scope

Any complaint against an Executive Board Member shall be resolved via a confidential grievance process prior to consideration of removal.

Section 2. Procedure

• Complaints must be submitted in writing to the Secretary.
  

• A grievance committee of at least one Executive and one At-Large Board Member shall review and respond within 30 days.
  

• Recommendations shall be reported to the full Board.
  
  

  
  

ARTICLE 7 – COMMITTEES

Section 1. Creation and Purpose

The Board may establish standing or ad hoc committees to carry out specific functions, such as fundraising, programming, or audit.

Section 2. Authority

Committees shall report to the Board and shall not make binding decisions unless expressly authorized.

ARTICLE 8 – CONFLICT OF INTEREST POLICY

All Directors, Officers, and staff must avoid conflicts of interest and disclose potential conflicts in advance. Individuals with a conflict shall abstain from discussion and voting on related matters. A Conflict of Interest Disclosure Form shall be completed annually by all Board members.

ARTICLE 9 – FINANCIAL CONTROLS

• All organizational funds shall be used solely to advance the Corporation’s charitable mission.
  

• The Board must approve an annual operating budget.
  

• Disbursements over $100 requires approval by at least two officers.
  

• The Treasurer shall present quarterly financial reports.
  

• The Corporation’s financial records shall be made available for review upon request by any Director.
  
  
  

ARTICLE 10 – WHISTLEBLOWER POLICY

The Corporation prohibits retaliation against any Director, employee, or volunteer who reports suspected fraud, misconduct, or legal violations in good faith. Complaints may be submitted confidentially to the President or Secretary.

ARTICLE 11 – RECORDKEEPING AND DOCUMENT RETENTION

The Secretary shall maintain all meeting minutes and governance records. The Treasurer shall retain all financial documents for a minimum of seven (7) years. Access to these records shall be provided as required by law or policy.

ARTICLE 12 – NONDISCRIMINATION POLICY

Central Illinois Resource Center, Inc. shall not discriminate based on race, religion, color, national origin, gender identity or expression, sex, age, disability, marital status, sexual orientation, or any other protected class in any of its operations or activities.

ARTICLE 13 – EXECUTIVE SESSION

The Board may, by majority vote, enter Executive Session to discuss sensitive or confidential matters, such as personnel issues or legal concerns. All actions taken during Executive Session must be recorded in the minutes in summary form.

ARTICLE 14 – ANNUAL MEETING AND PUBLIC REPORT

An Annual Meeting shall be held each year to review program impact, financial performance, and strategic goals. A summary report of activities and financial position shall be made available to the public upon request.

ARTICLE 15 – AMENDMENTS

These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors, provided that written notice of the proposed amendment has been given to each Director at least ten (10) days in advance of the vote.

ARTICLE 16 – DISSOLUTION

Upon dissolution, the Corporation’s assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or to a unit of government for a public purpose, in accordance with Illinois law.

Article 17: Emergency Governance

Section 1 – Declaration of Emergency

An Emergency exists when a catastrophe (e.g., natural disaster, public health crisis, civil unrest), or a state- or federally-declared emergency affects the ability of the Board to convene a quorum in a timely manner.

Section 2 – Emergency Appointments

During an Emergency, the Board President may, acting in good faith, appoint one or more Board Members At-Large to fill existing vacancies without prior Board approval. The number of such appointees shall not exceed the number of vacancies existing as of the declaration of the Emergency.

Section 3 – Duration and Termination of Emergency Appointments

These appointees shall serve only for the duration of the Emergency, or until a quorum of the Board is able to convene—in whichever scenario occurs first. The Emergency is deemed ended when a quorum can assemble or the board formally declares the Emergency closed.

Section 4 – Notification Requirement

Within twenty-four (24) hours of any Emergency appointment, the Board President must notify all Directors in writing (via email or other practicable means) outlining the appointments and the circumstances prompting them.

Section 5 – Limitations on Emergency Power

Actions that require Member approval or are outside the ordinary course of business—such as amendments to the bylaws, dissolution, mergers, or asset disposition—cannot be undertaken under this Emergency authority unless the required approvals were obtained before the Emergency.

Section 6 – Ratification

Board Members shall ratify any Emergency appointments at the first duly convened Board meeting held after restoration of a quorum.