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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.