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Bylaws

FOURTH AMENDED AND RESTATED BYLAWS OF SERBIAN-AMERICAN MUSEUM ST. SAVA

ARTICLE I

Purpose

The purpose of the Serbian American Museum St. Sava (“Organization”) a not-for -profit corporation incorporated in the State of Illinois, United States of America, under the powers created by the General Not For Profit Corporation Act of the State of Illinois (“Act”) are as stated in its articles of incorporation as follows:

The Organization is a 501(c)(3) not-for-profit charitable organization that sponsors a museum, activities and events which seek to promote and preserve Serbian art and culture; provides a resource for Serbian history; preserves the Organization’s property at 448 W. Barry, Chicago, Illinois (“Center”); and which shall not take any action that would cause donations to the Organization to be taxable.

The Organization will promote the Serbian culture within its membership which in turn will reach out to the surrounding community to offer a more comprehensive understanding of the Serbian culture.

The Organization will promote the knowledge of Serbian history and the practice of Serbian traditions and customs.

The Organization will establish, operate and maintain a museum of Serbian history, culture and of the Serbian migration to the United States.

The Organization will stimulate and foster public interest in the Serbian culture by sponsoring, promoting, and holding drama and musical performances and other cultural events to contribute to the overall educational function of the Organization.

The Organization also has such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois.

The Organization will preserve and protect the Center to ensure the Organization has a venue for its museum, programs, events, activities and administration.

In addition, said Organization is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code.

Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE II

Offices

The Organization shall have and continuously maintain in this state a registered office and a registered agent, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.

ARTICLE III

Members

SECTION 1.  CLASSES OF MEMBERS. The Organization shall have three classes of members. The designation of such classes and the qualifications of the members of such classes shall be as follows:

Regular Members are those persons of Serbian origin as well as those of other nationalities, who are at least 18 years of age, whose membership dues have been paid in full and who voluntarily accept the responsibilities set forth in these Bylaws and who, through their sincere work and services, have furthered the aims and proven their devotion to the ideals of the organization, and who, upon application, have been admitted to Regular Membership.  Regular Members shall be entitled to vote at all meetings of the members.  If a Regular Member’s dues are in arrears, the Regular Member may pay the delinquent dues at the annual meeting and be eligible to attend, participate and vote.

Honorary Membership will be accorded to all persons having served and participated in most of the regularly scheduled affairs of the Organization and having completed his/her service as a member in good standing.  Honorary Membership shall be at the discretion of the Board of Directors and shall require a majority vote of the Directors present at any regular meeting or at any special meeting. Honorary Members shall not be required to pay dues and shall not be eligible for office, and shall not be entitle to vote at any of the meetings, but shall retain all other privileges of membership.

Corporate Membership is awarded to corporations in good standing and support the purpose of this corporation as outlined in article one of the Bylaws. Corporate membership should be entitled to one vote and other privileges of membership.

SECTION 2.  ELECTION OF MEMBERS.  Members shall be elected by the Board of Directors after having filed an application for membership with the Secretary of the Organization. The application for membership must contain two sponsors of members in good standing.  An affirmative vote of two-thirds of the Directors shall be required for election.

SECTION 3.  VOTING RIGHTS. Each Regular Member shall be entitled to one vote on each matter submitted to a vote of the members after a two month waiting period from date of election to membership.

An Honorary Member shall not be entitled to vote at any meeting 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 does not live up to and abide by the purposes of the Organization or shall be in default in the payment of dues for the period fixed in Article XI of these Bylaws.

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, who had resigned according to Article III, Section 5, 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.

A member who is expelled for cause as fixed in ARTICLE III, SECTION 4, is barred from reinstatement for a period of two years from date of expulsion. Upon written request signed by such 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 Organization is not transferable or assignable.

SECTION 8.  MEMBERSHIP APPLICATION.  All members shall execute a Membership Application or an agreement which includes the provision that in the event any member files an action against the Organization in a court of law or involves the Organization in any litigation and the Organization prevails, the member filing the action shall pay all fees, costs and expenses, including attorney’s fees incurred by the Organization, associated with the litigation. Failure of an existing member to sign the agreement as provided in this section 8 shell be grounds for termination of membership in this organization. Should a person who is applying for membership to the organization shell refuse to sign such an agreement than such persons admission to membership will be denied

ARTICLE IV

Meetings of Members

SECTION 1.  Annual Meeting. The regular Annual Meeting shall be held on a day in June each year so designated by the Board of Directors for the purpose of electing the Directors and the Presi­dent, and for the transaction of such other business as may come before the meeting.

SECTION 2. Special Meetings may be convened as required by the Board of Directors or at the request of one-third of the Regular Members who are in good standing. This request must be in writing and must be directed to the Board of Directors.

The Board of Directors shall provide a notice and agenda of the Annual Meeting to the Regular Members 20 days in advance by regular mail.

The purpose of the Annual Meeting is the election of the President and new Board of Directors as well as resolution of items set forth in the agenda.

Members shall vote on the merger or dissolution of the Organization.

The place of the Annual Meeting shall be in Chicago, Illinois. The particular venue shall he decided upon by the Board of Directors at their discretion and in accord­ance with the best interests of the Organization.

A quorum or one third of the Regular Members in good standing and in attendance or by proxy is required for the Annual Meeting. The quorum is established by a roll-call at the Annual Meeting. In case there is no quorum, the meeting is adjourned for one hour and then is convened again to act on the fixed agenda.

Regular Members as defined in Article III, Section 3, have the right to vote at the Annual Meeting or by a legally certified proxy to another member of the Organization which has been presented by his/her attorney-in-fact.

The Annual Meeting shall be presided over by a Regular Member of the Organization who shall be elected by those at the Annual Meeting. The chairman, secretary, and two members who shall certify the minutes shall also be elected by the membership when the Chairman of the Annual Meeting is elected. The Annual Meeting may be presided over by the President if he is so elected as chairman. The Chairman of the Annual Meeting shall make certain that the agenda is adhered to.  He maintains order and yields the floor to members in the order in which they requested the floor. His duty is to make certain that speakers do not stray from the subject under discussion or cause disorder.

The decisions made at the Annual Meeting are valid when decided upon by a majority vote of the members present. In the event there is a tie in the votes, the decision of the Chairman will then be the deciding vote.

SECTION 3.  SPECIAL MEETING. A Special Meeting 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 upon twenty (20) days notice.

Special Meetings shall be presided over by a Regular Member of the Organization who shall be named by those calling the Special Meeting.  If no Chairman is named, the Special Meeting shall be presided over by the President or the highest ranking officer at the meeting.

The Chairman of a Special Meeting shall make certain that the agenda is adhered to.  He maintains order and yields the floor to members in the order in which they requested the floor. His duty is to make certain that speakers do not stray from the subject under discussion or cause disorder.

SECTION 4.  QUORUM. The Regular Members holding one-third of the votes which may be cast at any meeting other than the Annual Meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of members present may adjourn the meeting from time to time without further notice.

SECTIONS 5.  PROXIES. At any meeting of members, including the Annual Meeting, a  Regular Member entitled to vote may either vote in person or by a proxy, executed in writing, authorizing another member to vote on their behalf.   No proxy shall be valid after eleven months from the date of the execution unless otherwise provided in the proxy.

ARTICLE V

Board of Directors

SECTION 1.  GENERAL POWERS. All matters relating to the business of the Organization shall be managed by its Board of Directors.  The Board of Directors may, in its discretion, delegate duties to the officers of the Organization subject to any restrictions as set forth in these Bylaws.  Notwithstanding the foregoing, a vote of 75% of the Members shall be required for the Organization to take the following actions:  (a) the sale, mortgage, or other transfer, with or without consideration, of the Center, and (b) the voluntary dissolution of the Organization.

SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS. The number of Directors shall be nine or some other uneven number as determined by the Board of Directors from time to time. Each Director shall hold office until the next Annual Meeting of members and until his successor shall have been elected and qualified. Directors need not be residents of Illinois.

SECTION 3.  ELECTION OF DIRECTORS. Directors shall be elected by majority vote of the members of the Organization at the Annual Meeting. Those persons (nominees) whose names have been submitted by the nominating committee as provided in Article VII, Section 2, of these Bylaws, shall have their names submitted collectively to the membership at such Annual Meeting and membership shall vote as to such nominees collectively and not individually. A majority vote of a quorum of members at such Annual Meeting in favor of the collective list of nominees submitted by the nominating committee shall be sufficient to constitute, and shall constitute, the election of all Directors of the Organization until the next Annual Meeting.

In the event that a majority of such members present do not vote affirmatively in favor of such list of nominees as submitted by the nominating committee, then Directors shall be elected by majority vote of members present, including proxy votes, on an indivi­dual basis.

SECTION 4.  REGULAR MEETINGS. A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately after, and at the same place as, the Annual Meeting.

SECTION 5.  SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any other Director

SECTION 6.  NOTICE. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally, sent by mail, or faxed to each Director at his/her address or fax number so shown by the records of the Organization, or by telephone notice delivered by personal telephone call to each Director. The person making such telephone notice shall record in writing the date and time of day of such telephone notice and the name of the Director-receiving such, notice. Such writing shall be delivered to the Secretary of the Organization on or prior to the date of such special meeting, and shall be preserved by the Secretary as a corporate record. 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. Notice by fax will be deemed delivered on day it was transmitted to Director. Any Director may waive notice of any meeting.  The attendance 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 be 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 Bylaws.

SECTION 7.  QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

SECTION 8.  VACANCIES. Any vacancy occurring in the Board of Directors shall be filled by two-thirds vote of the Board of Directors. A Director elected to fill a vacancy shall be elected for the expired term of the predecessor in office.

ARTICLE VI

Officers

SECTION 1.  OFFICERS. The officers of the Organization 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 other officers as may be elects in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries, and one or more Assistant Treasurers, as it shall deem desirable, such officers to 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 President of the Organization shall be elected by a two-thirds vote of the members of the Organization at its Annual Meeting. Officers other than the President shall be elected by a majority vote of the Board of Directors.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors by a two-thirds vote of the Board of Directors. Each officer shall hold office until the successor shall have been duly elected and shall have qualified.

SECTION 3.  REMOVAL. Any officer or agent may be removed by a two-thirds vote of the Board of Directors.

SECTION 4.  VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a two-thirds vote of the Board of Directors.

SECTION 5.  PRESIDENT. The President shall be the principal executive officer of the Organization and shall in general supervise and control all of the business and affairs of the Organization at the direction of the Board of Directors.  He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Secretary or any other proper officer of the Organization authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Dir­ectors or by these Bylaws or by statute to some other officer or agent of the Organization; and in general shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 6.  VICE-PRESIDENTS. In the absence of the President or his/her re­fusal to act, or his/her inability to act, the Vice-presidents, in order of their rank, shall have the same powers and duties as the President.

SECTION 7.  TREASURER.  If required by the Board of Directors, the Organiza­tion shall purchase a surety bond for the treasurer in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Organization; receive and give receipts for moneys due and payable to the Organization fromany source whatsoever, and deposit all such moneys in the name of the Organization in such banks, trust companies or other de­positaries as shall be selected in accordance with the provisions of Article VI of these Bylaws and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

SECTION 8.  SECRETARY. The Secretary shall keep 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 Bylaws or as required by law; be custodian of the corporate records; and of the seal of the Organization and see that the seal of the Organization is affixed to all documents; the execution of which on behalf of the Organization under the seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member and in general perform all duties incident to the office of Secretary; and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

SECTION 9.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  If required by the Board of Directors, the Organization shall purchase a surety bond in such sums and with such sureties as the Board of Directors shall determine for the faithful discharge of the Assistant Treasurer’s duties. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasur­er or the Secretary or by the President or the Board of Directors.

ARTICLE VII

Committees and Advisors

SECTION 1.  COMMITTEES. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, and appoint the members thereof by the majority of the Directors in office.

The Board of Directors may create and appoint persons to a commission, advisory body or other such body which may or may not have directors as members, which body may not act on behalf of the Organization or bind it to any action but may make recommendations to the Board of Directors or to the officers.

SECTION 2.  NOMINATING COMMITTEE. At least thirty days prior to the Annual Meeting, the Board of Directors shall appoint a Nominating Committee consisting of three members in good standing who shall nominate candidates for Board of Directors and President. The Committee shall report the names of such nominees to the Secretary who shall notify the members of the selections of the Nominating Committee at least 15 days before the Annual Meeting.

SECTION 3.  TERM OF OFFICE.  Each member of a committee and advisor shall continue as such until the next annual meeting of the members of the Organization and until his successor is appointed, unless the committee shall be sooner terminated.

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

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.

ARTICLE VIII

Contracts. Checks, Deposits and Funds

SECTION 1.  CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization 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 Organization, shall be signed by such officer or officers, agent or agents of the Organization 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 Organization.

SECTION 3.  DEPOSITS. All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies or other depositories the Board of Directors may select by the direction or advice by the Treasurer.

SECTION 4.  GIFTS. The Board of Directors may accept on behalf of the Organization any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Organization.

ARTICLE IX

Books & Records

The Organization 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.

ARTICLE X

Fiscal Year

The fiscal year of the Organization shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XI

Payment of dues

Initiation fee, if any, and dues shall be established by the Board of Directors before the Annual Meeting for the ensuing year.

ARTICLE XII

Seal

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Organization and the words “Corporate Seal, Illinois”.

ARTICLE XIII

Waiver of Notice

Whenever any notice whatever 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 Bylaws of the Organization, 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.

ARTICLE XIV

Amendments to Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds vote of the Directors present at any regular or special meeting, provided that at least 30 days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meetings.

ARTICLE XV

Effect

These Bylaws are in effect on the day accepted by the Board of Directors Meeting.

Date: June 21, 2013