The corporation shall maintain in the State of Illinois a registered office and a registered agent at such office and may have other offices within or without the state.

SECTION 1. CLASSES OF MEMBERS. The corporation shall have ___ class of members. The designation of each class and the qualifications of the members of each class shall be as follows:

SECTION 2. ELECTION OF MEMBERS. Members shall be elected by the board of directors. An affirmative vote of two-thirds of the directors shall be required for election.

SECTION 3. VOTING RIGHTS. Each member shall be entitled to one vote on each matter submitted to a vote of the members.

SECTION 4. TERMINATION OF MEMBERSHIP. The board of directors by affirmative vote of two-thirds of all of the members of the board may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XI of these by-laws.

SECTION 5. RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

SECTION 6. REINSTATEMENT. Upon written request signed by a former member and filed with the Secretary, the board of directors may by the affirmative vote of two-thirds of the members of the board reinstate such former member to membership upon such terms as the board of directors may deem appropriate.

SECTION 7. TRANSFER OF MEMBERSHIP. Membership in this corporation is not transferable or assignable.

SECTION 8. NO MEMBERSHIP CERTIFICATES. No membership certificates of the corporation shall be required.

SECTION 1. ANNUAL MEETING. An annual meeting of the members shall be held on the First Thursday of May of each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If such day be a Sunday or a legal holiday, the meeting shall be held at the same hour on the next succeeding business day.

SECTION 2. SPECIAL MEETING. Special meetings of the members may be called either by the president, the board of directors, or not less than one-tenth of the members having voting rights.

SECTION 3. PLACE OF MEETING. The board of directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois.

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five nor more than forty days before the date of such meeting. In case of a special meeting or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

SECTION 5. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

SECTION 6. QUORUM. The members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting; withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 7. PROXIES. Each member entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after eleven months from its date, unless the proxy provided for a longer period.

SECTION 1. GENERAL POWERS. The affairs of the corporation shall be managed by its board of directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors shall be four. Each director shall hold office until the next annual meeting of members and until his successors shall have been elected and qualified. Directors need not be residents of Illinois or members of the corporation. The number of directors may be decreased to not fewer than 3 or increased to any number from time to time by amendment of this section, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation.

SECTION 3. REGULAR MEETINGS. A regular annual meeting of the board of directors shall be held without other notice than these by-laws, immediately after, and at the same place as, the annual meeting of members. The board of directors may provide by resolution the time and place, for the holding of additional regular meetings of the board without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board called by them.

SECTION 5. NOTICE. Notice of any special meeting of the board of directors shall be given at least two days previously thereto by written notice to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice of any special meeting of the board of directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to he transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

SECTION 6. QUORUM. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

SECTION 7. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation.

SECTION 8. VACANCIES. Any vacancy occurring in the board of directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the board of directors unless the articles of incorporation, a statute, or these by-laws provide that a vacancy or a directorship so created shall be filled in some other manner, in which case such provision shall control. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

SECTION 9. COMPENSATION. Directors shall not receive any stated salaries for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for each regular or special meeting of the board, provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefore.

SECTION 1. OFFICERS. The officers of the corporation shall be a president, one or more vice presidents (the number thereof to be determined by the board of directors), a treasurer, a secretary, and such assistant treasurers, assistant secretaries or other officers as maybe elected by the board of directors. Officers whose authority and duties are not prescribed in these by-laws shall have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the regular annual meeting of the board of directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

SECTION 3. REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. PRESIDENT. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he shall be in charge of the business and affairs of the corporation; he shall see that the resolutions and directives of the board of directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the board of directors; and, in general, he shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors. He shall preside at all meetings of the members and of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, he may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors.

SECTION 5. VICE PRESIDENT. The vice-president (or in the event there be more than one vice-president, each of the vice-presidents) shall assist the president in the discharge of his duties as the president may direct and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents, in the order designated by the board of directors, or by the president if the board of directors has not made such a designation, or in the absence of any designation, then in the order of their seniority of tenure) shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these bylaws, the vice-president (or any of them if there are more than one) may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument.

SECTION 6. TREASURER. The treasurer shall be the principal accounting and financial officer of the corporation. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore, and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.

SECTION 7. SECRETARY. The secretary shall record the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. If required by the board of directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

SECTION 1. COMMITTEES OF DIRECTORS. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him by law.

SECTION 2. OTHER COMMITTEES. Other committees not having and exercising the authority of the board of directors in the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation and the president of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

SECTION 3. TERM OF OFFICE. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

SECTION 4. CHAIRMAN. One member of each committee shall be appointed chairman.

SECTION 5. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 6. QUORUM. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 7. RULES. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the board of directors.

SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.

SECTION 3. DEPOSITS. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the board of directors may select.

SECTION 4. GIFTS. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or, devise for the general purposes or for any special purpose of the corporation.

SECTION 1. CERTIFICATES OF MEMBERSHIP. The board of directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the board. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary and shall bear the corporation’s seal which maybe in facsimile. The name and address of each member shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the board of directors may determine.

SECTION 2. ISSUANCE OF CERTIFICATES. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the secretary, if the board of directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this article.

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SECTION 1. ANNUAL DUES. The board of directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.

SECTION 2. PAYMENT OF DUES. Dues shall be payable in advance on the first day of October in each year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership, for the remainder of the fiscal year of the corporation.

SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member of any class shall be in default in the payment of dues for a period of three months from the beginning of the period for which such dues became payable, his membership may thereupon be terminated by the board of directors in the manner provided in Article II of these by-laws.

The corporate seal shall have inscribed thereon the name of the corporation and the words ‘Corporate Seal, Illinois”.

Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the by-laws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

The initial by-laws shall be adopted by the directors. The by-laws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. (Sec. 9)

Article II, Section 1: The Corporation may have one or more classes of members (such as regular, associate, nonresident, honorary, etc.), the qualifications and rights of each class to be set forth in the by-laws. (Sec. 8) The qualifications of a class of members may be set forth as follows:

“Resident Members: Members of the legal profession in good standing who reside or have an office within Cook County, Illinois, shall be eligible for resident membership.”

Article II, Section 2: In the case of social clubs and similar organizations a provision that no member shall be elected over the negative vote of a fixed number of directors, may be preferred. In some types of corporations, applications for membership may be deemed desirable, and for such corporations the following paragraphs may be added to Section 2:

“Except in the initial election of members, all applicants for membership shall file with the Secretary a written application in such form as the board of directors shall from time to time determine.

“All applications for membership shall be presented promptly for consideration and investigation to the board of directors or to the admissions committee, if an admissions committee has been appointed by the board of directors, and if an admissions committee has been appointed it shall report promptly to the board of directors. A list of applications for membership shall from time to time be posted at the office of the corporation or mailed to each member of the corporation.

“Not earlier than thirty days after a list of applications has been posted or mailed to members, the board of directors shall pass upon each application included in said list and either accept or reject it. After an applicant has been rejected, he may not make another application for membership within one year thereafter.”

Article II, Section 3: Members or class of members may be denied voting rights or given more than one vote per member. Unless otherwise provided in the by-laws or articles of incorporation, each member shall have one vote. (Sec. 15) The right to cumulative voting for directors (giving each voting member the right to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or to distribute such votes on the same principle among as many candidates as he shall think fit) maybe given by the by-laws. (Sec. 15) The following alternative provisions may be used where it is desired to give voting rights to some classes of members and not to others:

“Each member of the following classes: resident, sustaining and life, shall have one vote on each matter submitted to a vote of the members. Members of the following classes: nonresident and honorary, shall have no voting rights.

When all members are to be denied voting rights, the following may be substituted:

“No member shall have any voting rights. All voting rights are vested solely in the directors.

Article II, Section 7: Memberships may or may not be transferable as provided by the by-laws. The following is suggested as an alternative in the event that it is desired to have memberships transferable:

“Any membership in this corporation may be transferred and assigned by a member whose dues are paid in full, to any person who has the requisite qualifications and upon due application is approved by the board of directors and elected to membership.

Article III, Section 2: In the absence of a provision fixing the number or percentage of members entitled to call a meeting, members having one-twentieth of the votes entitled to be cast at such meeting may call it. (Sec. 13)

Article III, Section 3: In the absence of a contrary provision, all meetings shall be held at the registered office of the corporation. (Sec. 13) When so provided in the by-laws, meetings may be held either within or without the State of Illinois. (Sec. 13)

Article III, Section 4: Notice of meetings of members must be sent not less than five nor more than forty days prior to the meeting, but within these limits may be as fixed in the by-laws. (Sec. 14)

Article III, Section 5: The statute expressly confers the right to act in the manner set forth in this section. (Sec. 94)

Article III, Section 6: Unless a different number or percentage is provided by the by-laws, the members holding one-tenth of the votes will constitute a quorum. (Sec. 16)

Article III, Section 7: Proxy voting by members is authorized by law. The Act provides that no proxy shall be valid after eleven months unless otherwise provided in the proxy. (Sec. 15) Some corporations, for example, fraternities, may not wish to have their meetings attended by non-members. In view of the statutory permission to limit voting rights, a by-law providing that a proxy may be given only to another member should be valid when the circumstances make this a reasonable restriction.

Article IV, Section 1: The Board of Directors maybe designated by other titles (such as Board of Governors, Board of Managers, etc.) as may be provided in the by-laws. The group vested with the management of the affairs of the corporation, by whatever name designated in the by-laws, constitutes the Board of Directors of the corporation as that term is defined in the statute (Sec. 2g). The directors named in the Articles of Incorporation hold office until the first annual meeting of the members (unless otherwise specified in the articles or by-laws), and there need be no meeting of the members to elect them (Sec. 18).

Article IV, Section 2: The number of directors maybe increased or decreased from time to time by amendment to the by-laws unless otherwise provided in the articles of incorporation. It shall never be less than three. In the absence of a by-law, the number shall be the same as that stated in the articles of incorporation. Directors may be divided into classes and the terms of office of the several classes need not be uniform. (Sec. 18) The by-laws may provide that any one or more officers shall be official members of the board of directors. (Sec. 23) Provision may be made in the by-laws for conducting elections of directors by mail. (Sec. 15) The by-laws may prescribe other qualifications for directors. (Sec. 17)

Article IV, Section 5: Directors’ meetings shall be held on such notice as the by-laws prescribe. (Sec. 22)

Article IV, Section 6: Unless otherwise provided ~n the by-laws, a majority of the directors shall constitute a quorum. In no event shall a quorum consist of less than one-third of the whole board. (Sec. 20)

Article V, Section 1: Officers maybe designated by other titles (such as Grand Master, Recorder, etc.) as may be provided in the by-laws but shall always include (but need not be limited to) persons who occupy offices corresponding to those of president, vice president, secretary and treasurer. (Sec. 23)

Article V, Section 2: Officers may be elected for such term, not exceeding three years, as the by-laws provide. In the absence of such provision, officers shall be elected or appointed annually. (Sec. 23) Where desired, provision may be made in the by-laws for the election of some or all of the officers by the members, and where officers are to be elected by members the by-laws may provide for conducting the election by mail. (Sec. 15)

Article V, Section 3: Officers elected or appointed by some one other than the board of directors can be removed only by the persons authorized to elect or appoint them. (Sec. 24)

Article VIII: Certificates evidencing membership may be issued but this is not necessary. (Sec. 8) No shares of stock may be issued and no dividends may be paid. (Sec. 26) If membership certificates are not desired, this Article of the by-laws may be omitted and the subsequent articles renumbered, but since its phraseology is permissive it may be retained even though membership certificates are not used.

Article VIII: If Article II, Section 7 makes memberships transferable, a section substantially as follows may be added to Article VIII:

“SECTION 3. Transfers of Certificates of Membership. Transfers of certificates of membership shall be only on the records of the corporation by a registered member or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate evidencing the membership to be transferred.”

Article XI, Section 1: The amount of dues, if any are to be provided for, may be determined by the members if the by-laws so provide, or may be set forth in the by-laws, or determined in some other manner as may be desired by corporations of various types. This article of the by-laws may be omitted if dues are not to be required from members.