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The National Scholars Honor Society provides any and all of the corporate, financial or legal information available on this website as a courtesy. As a private and independent entity, The National Scholars Honor Society is under no obligation to disclose any of this corporate, financial or legal information.

The National Scholars Honor Society functions as an independent academic honors organization declining all formal affiliations with institutions, associations or other organizations.

The National Scholars Honor Society, Incorporated was organized in 2002 as a private corporation to consolidate and oversee the non-educational, non-academic functions of The National Scholars Honor Society. The corporation oversees and delegates: general accounting, fundraising, and scholarship funding; recruitment operations and marketing; maintenance of honor society archives and website. The National Scholars Honor Society, Inc. does not maintain or occupy lavish offices, and is dedicated to keeping operational expenses to a minimum for the benefit of the members of The National Scholars Honor Society.

The National Scholars Honor Society, Incorporated is not required to follow formalities of 501(c)(3) entities, and is therefore not tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, and is not required by law or statute to function as a nonprofit entity, and is not defined or incorporated as a nonprofit entity.

Quarterly audits, bookkeeping, and filings of The National Scholars Honor Society, Incorporated are performed by an independent accounting firm, Bloomberg LLC.

For the benefit of our members, and of our own volition, The National Scholars Honor Society participates in vigorous self-regulation. Independent of our corporate attorneys, we retain attorneys for the purpose of completing objective periodic reviews of all aspects and functions of The National Scholars Honor Society, Inc. as may pertain to corporate compliance, regulatory, advertising and marketing law issues.

The National Scholars Honor Society ® is a registered trademark of The National Scholars Honor Society, Incorporated and may not be used or reproduced without the prior expressed written consent of The National Scholars Honor Society, Incorporated.

NOTICE: THESE BY-LAWS AND RESOLUTIONS ARE DISPLAYED ON THIS WEBSITE FOR REFERENCE ONLY.

THE BY-LAWS AND RESOLUTIONS OF THE NATIONAL SCHOLARS HONOR SOCIETY, INC. MAY BE AMENDED OR ALTERED AT ANY TIME AND WITHOUT PRIOR NOTICE BY THE BOARD OF DIRECTORS.

BY-LAWS AND RESOLUTIONS

THE NATIONAL SCHOLARS HONOR SOCIETY, INC.

ARTICLE I

OFFICES

The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office and may have other offices within or without the state.

RESOLUTION I

Corporate Purposes and Limitations

SECTION A. GENERAL PURPOSES. The Corporation shall have such educational, social, or business purposes as are now or may hereafter be set forth in the Articles of Incorporation as follows:

1. The National Scholars Honor Society Inc. shall function as an academic honors organization dedicated to encouraging, recognizing, and rewarding high academic achievement in all areas of study.

2. The National Scholars Honor Society Inc. shall strive to reward and encourage personal growth and development.

3. The National Scholars Honor Society Inc. may transact any and all lawful business purposes for which corporations may be organized under the Illinois Business Corporation Act of 1983.

SECTION B. POWERS AND LIMITATIONS.

1. The Corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section A above.

2. The Corporation shall be empowered to transact any and all lawful business purposes for which corporations may be organized under the Illinois Business Corporation Act of 1983.

3. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on under the Illinois Business Corporation Act of 1983.

4. The Corporation may make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law.)

5. Upon dissolution of the Corporation, the executive director shall, after paying or making provisions for the payment of all liabilities on the Corporation, distribute all assets, both real and personal and may at the direction of the president, distribute assets to organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law.) Any such assets not so disposed of shall be disposed of by the appropriate court of law of the county in which the principle office of the Corporation is then located.

SECTION C. MISSION STATEMENT. The mission statement of the corporation shall read, “The National Scholars Honor Society endeavors to recognize, acknowledge, and encourage excellence and high achievement in all academic pursuits. Knowledge holds the keys to the future of our great nation.”

RESOLUTION II

Honorary Membership in The National Scholars Honor Society

SECTION A. GENERAL HONOR SOCIETY MEMBERSHIP.

1. The National Scholars Honor Society will admit for honorary membership, students or graduates from post-secondary institutions of higher education, who display academic or personal attributes deemed worthy of recognition by the membership committee of The National Scholars Honor Society.

2. Honorary members of The National Scholars Honor Society are solely honorary members of the Honor Society.

3. Honorary members of The National Scholars Honor Society are not members of the Corporation.

4. Honorary members of The National Scholars Honor Society do not have voting rights in the Corporation, and do not have the right to be present at meetings of the board of directors or any meetings of the officers or committees of the Corporation.

SECTION B. MEMBERSHIP COMMITTEE. The National Scholars Honor Society membership committee shall consist of qualified individuals from a variety of academic disciplines. The membership committee may not act on behalf of the Corporation or bind it to any actions but may make recommendations to the board of directors, the executive director, or to the officers of the Corporation. The membership committee will participate in the decision making process to accept or decline individual applicants to The National Scholars Honor Society. The membership committee will make recommendations to the board of directors, the executive director, or to the officers of the Corporation to accept or decline individual applicants to receive honorary membership in The National Scholars Honor Society. The membership committee members will be appointed by the executive director of the Corporation. In the event that a consensus decision can not be made in a timely manner, the final decision to accept or decline individual applicants to receive honorary membership in The National Scholars Honor Society can and will be made by the executive director of The National Scholars Honor Society. Decisions of the membership committee and executive director are final, and not subject to appeal by the applicant.

SECTION C. MEMBERSHIP SELECTION CRITERIA. Membership committee decisions to accept or decline individual applicants to receive honorary membership in The National Scholars Honor Society may include any or all of the following membership selection criteria, but are not limited to the following membership selection criteria:

1. Does the applicant display dedication to self-enrichment through higher education?

2. Does the applicant display dedication to the educational process?

3. Does the applicant display dedication to the American political process?

4. Does the applicant display dedication to the community?

5. Does the applicant display honesty and integrity?

6. Does the applicant possess personal qualities or characteristics deserving of recognition?

7. Has the applicant displayed academic achievement deserving of recognition?

8. Has the applicant overcome unusual circumstances in pursuit of higher education?

9. Does the membership committee conclude that this applicant would be an asset to The National Scholars Honor Society?

10. Does the membership committee conclude that this applicant should be granted admission to The National Scholars Honor Society?

SECTION D. MEMBERSHIP SELECTION POLICY. Membership committee decisions to accept or decline individual applicants to receive honorary membership in The National Scholars Honor Society must not include any of the following:

1. applicant’s race or national origin

2. applicant’s sex, sexual orientation, or marital status

3. applicant’s religion or religious affiliation

4. applicant’s disability or handicap

5. applicant’s age

6. applicant’s financial or social status

SECTION E. MEMBERSHIP EXCLUSION POLICY. The membership committee will immediately exclude from further consideration for honorary membership in The National Scholars Honor Society any applicant who is known to have: (a) purposefully submitted false information in an attempt to gain admittance to The National Scholars Honor Society, or (b) been placed on probation by his or her academic institution, or (c) been convicted of a non-traffic related offense.

RESOLUTION III

Membership Committee

SECTION 1. GENERAL POWERS. The National Scholars Honor Society membership committee shall consist of qualified individuals from a variety of academic disciplines. The membership committee may not act on behalf of the Corporation or bind it to any actions but may make recommendations to the board of directors, the executive director, or to the officers of the Corporation. The membership committee will participate in the decision making process to accept or decline individual applicants to The National Scholars Honor Society according to the policies and procedures as stated in ARTICLE III: Honorary Membership in The National Scholars Honor Society. The membership committee will make recommendations to the board of directors, the executive director, or to the officers of the Corporation to accept or decline individual applicants to receive honorary membership in The National Scholars Honor Society. The membership committee members will be appointed by the executive director of the Corporation. In the event that a consensus decision can not be made in a timely manner, the final decision to accept or decline individual applicants to receive honorary membership in The National Scholars Honor Society can and will be made by the executive director of The National Scholars Honor Society. Decisions of the membership committee and executive director are final, and not subject to appeal by the applicant.

SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS. The number of membership committee members shall be at least 5 and may be increased to 7. Each membership committee member shall hold office until the next annual meeting of the board, at which time they may be reappointed or dismissed. Membership committee members need not be residents of Illinois. The number of membership committee members may be decreased to not fewer than 2 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 membership committee members shall be made only by amendment of the articles of incorporation. No decrease shall have the effect of shortening the term of an incumbent membership committee member. The membership committee members shall be appointed by the executive director with consultation from the president of the Corporation.

SECTION 3. FORMAL MEETINGS. A regular annual meeting of the membership committee shall be held without other notice than these bylaws. The membership committee may provide, by resolution, the time and place for the holding of additional regular meetings of the membership committee without other notice than such resolution.

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

SECTION 5. INFORMAL MEETINGS. The authority of the membership committee may be exercised without a physical meeting if a consent in writing, facsimile or email, setting forth the action taken, is agreed to or signed by a majority of the membership committee members entitled to vote. Such meetings shall be the usual method of the membership committee to form a consensus decision to accept or decline individual applicants for honorary membership in The National Scholars Honor Society and to make recommendations to the board of directors, the executive director, or to the officers of the Corporation to accept or decline individual applicants to receive honorary membership in The National Scholars Honor Society.

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

SECTION 7. MANNER OF ACTING. The act of a majority of the membership committee members present at a meeting at which quorum is present shall be the act of the membership committee, unless the act of a greater number is required by statute, these bylaws, or the articles of incorporation. Only the executive director may act by proxy on any manner.

SECTION 8. VACANCIES. Any vacancy occurring in the membership committee or any membership committee membership to be filled by reason of an increase in the number of membership committee members shall be filled by the board of directors unless the articles of incorporation, a statute, or these bylaws provide that a vacancy or a membership committee membership so created shall be filled in some other manner, in which case such provision shall control. A membership committee member elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

SECTION 9. RESIGNATION AND REMOVAL OF COMMITTEE MEMBERS. A membership committee member may resign at any time upon written notice to the board of directors or written notice to the executive director. A membership committee member may be removed with or without cause, as specified by statute.

SECTION 10. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and with approval of the president and treasurer, shall have the authority to establish reasonable compensation of all membership committee members for services to the Corporation otherwise notwithstanding any director’s conflict of interest. By resolution of the board of directors, the membership committee members may be paid their expenses, if any, of attendance at each meeting of the membership committee. No such payment previously mentioned in this section shall preclude any membership committee member from serving the Corporation in any other capacity and receiving reasonable compensation therefore.

SECTION 11. PRESUMPTION OF ASSENT. A membership committee member who is present at a meeting of the membership committee at which action on any Corporation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a membership committee member who voted in favor of such action.

RESOLUTION IV

Scholarships

SECTION A. SCHOLARSHIP COMMITTEE. The National Scholars Honor Society scholarship committee shall consist of qualified individuals from a variety of academic disciplines. The scholarship committee may not act on behalf of the Corporation or bind it to any actions but may make recommendations to the board of directors, the executive director, or to the officers of the Corporation. The scholarship committee will participate in the decision making process to select individual honorary members of The National Scholars Honor Society to receive monetary awards for academic and personal excellence. The scholarship committee will make recommendations to the board of directors, the executive director, or to the officers of the Corporation to select individual honorary members of The National Scholars Honor Society to receive monetary awards for academic and personal excellence. The scholarship committee members will be appointed by the executive director of the Corporation. In the event that a consensus decision can not be made in a timely manner, the final decision to select individual honorary members of The National Scholars Honor Society to receive monetary awards for academic and personal excellence can and will be made by the executive director of The National Scholars Honor Society. Decisions of the scholarship committee and executive director are final, and not subject to appeal by the honorary members of The National Scholars Honor Society.

SECTION B. SCHOLARSHIP SELECTION CRITERIA. The National Scholars Honor Society scholarship committee shall endeavor to select from the honorary members of The National Scholars Honor Society, those individuals who embody one of the following:

1. Academic excellence in conjunction with outstanding leadership qualities and mastery in the areas of science, politics and literature.

2. Academic excellence in conjunction with outstanding initiative and innovation.

3. Academic excellence in conjunction with outstanding leadership qualities as well as a strong devotion to the American political process.

4. Academic excellence in conjunction with outstanding diversity of interests with mastery and excellence in science, politics and the arts.

5. Academic excellence in conjunction with impressive personal characteristics and extensive extracurricular activities not otherwise specified.

ARTICLE II

DIRECTORS

SECTION 1. GENERAL POWERS. The business of the corporation shall be managed by or under the direction of its board of directors. A majority of the board of directors may establish reasonable compensation for their services and the services of other officers, irrespective of any personal interest.

SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS. The number of directors including the executive director shall be at least 2 and may be increased to 5. Each director shall hold office until the next annual meeting of shareholders; or until his successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation. The number of directors may be increased or decreased from time to time by amendment of this section. No decrease shall have the effect of shortening the term of any incumbent director. The directors may be elected by the shareholders or may be appointed by the executive director of the Corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for holding of additional regular meetings 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 any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least 10 days previous thereto by written notice to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United Sates mail 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 telegram company. 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 be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any 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 on the board of directors may be filled by election at the next annual or special meeting of shareholders. A majority of the board of directors may fill any vacancy prior to such annual or special meeting of shareholders

SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any time upon written notice to the board of directors. A director may be removed with or without cause, by a majority of shareholders if the notice of the meeting names the director or directors to be removed at said meeting.

SECTION 10. INFORMAL ACTION BY DIRECTORS. The authority of the board of directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.

SECTION 11. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have the authority to establish reasonable compensation of all directors for services to the corporation as directors, officers, or otherwise notwithstanding any director conflict of interest. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board. No such payment previously mentioned in this section shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 13. COMMITTEES. A majority of the board of directors may create one or more committee of two or more members to exercise appropriate authority of the board of directors. A majority of such committee shall constitute a quorum for transaction of business. A committee may transact business without a meeting by unanimous written consent.

ARTICLE III

OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall be a president, one or more vice presidents, a treasurer, a secretary, and such other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. 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 or her 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 interest 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 or she shall be in charge of the business of the Corporation: he or she shall see that the resolutions and directives of the board of directors carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the board of directors, and, in general, he or she shall discharge all duties incident to the office of the president and such other duties as may be prescribed by the board of directors from time to time. He or she shall preside at all meetings of the shareholders 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 by these bylaws, he or she may execute for the Corporation certificates for its shares, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he or she 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 or she may vote all securities that 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 will be appointed by the executive director. The vice president will be an active participant in the scholarship committee and the membership committee. The vice president will preside over meetings of the scholarship committee and the membership committee in the event that the president is unavailable. The vice president may be called upon to counsel the executive director in any matters concerning officer appointments to the Corporation. The vice president may be called upon to counsel the president in any matter concerning the business and affairs of the Corporation. The vice president shall assist the president in the discharge his or her duties as the president may direct and shall perform such other duties as from time to time may be assigned to him or her by the president or the executive director or the board of directors. In the absence of the president or in the event of his or her inability or refusal to act, the vice president shall, under direction of the executive director, perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions on 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 executive director or the board of directors or by these bylaws, the vice president may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments that the executive director or the board of directors has authorized to be executed, and he or she 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 executive director, according to the requirements of the form of the instrument.

SECTION 6. TREASURER. The treasurer shall be the principle accounting and financial officer of the Corporation. He or she 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 or her 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 or her duties in such sum and with such surety or sureties as the board of directors shall determine.

SECTION 7. SECRETARY. The secretary will be appointed by the executive director. The secretary will be an active participant in the scholarship committee and the membership committee. The secretary may be called upon to counsel the president and the vice president in any matter concerning the business and affairs of the Corporation. The secretary may be called upon to counsel the executive director in any matters concerning officer appointments to the Corporation. The secretary shall (a) record the minutes of the meetings of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be a custodian of the complete records and seal of the Corporation; (d) keep a register of the post office address of each director and officer and shareholder; and (e) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the executive director or by the board of directors.

SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. He 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. The assistant secretaries may sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these bylaws. The assistant treasures shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums an with such sureties as the board of directors shall determine.

SECTION 9. SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

ARTICLE IV

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents, 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. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.

SECTION 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors may select.

RESOLUTION V

Committees, Commissions, and Advisory Boards

SECTION 1. COMMITTEES. The executive director may designate one or more committees, each of which will consist of two or more directors and such other persons as the executive director designates, provided that the majority of each committee’s membership are directors. The 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 on it, him, or her by law.

SECTION 2. COMMISSIONS OR ADVISORY BODIES. Commissions or advisory bodies not having and exercising the authority of the board of directors in the Corporation may be designated or created by the board of directors and shall consist of such persons as the board of directors designates. A commission or advisory body may or may not have directors as members, as the board of directors determines. The commission or advisory body may not act on behalf of the Corporation or bind it to any actions but may make recommendations to the board of directors, the executive director, or to the officers of the Corporation.

SECTION 3. TERM OF OFFICE. Each member of a committee, advisory board, or commission shall continue as such until his or her successor is appointed, unless the committee, advisory board, or commission shall be sooner terminated, or unless such member be removed from such committee, advisory board, or commission by the board of directors or executive director, or unless such member shall cease to qualify as a member thereof.

SECTION 4. CHAIR. One member of each committee, advisory board, or commission shall be appointed chair by the executive director.

SECTION 5. VACANCIES. Vacancies in the membership of any committee, advisory board, or commission may be filled by appointment 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 executive director or board of directors designating a committee, advisory board, or commission, a majority of the whole committee, advisory board, or commission 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, advisory board, or commission.

RESOLUTION VI

Honorary Board of Directors

An Honorary Board of Directors not having and exercising the authority of the board of directors in the Corporation may be designated or created by the executive director or board of directors and shall consist of such persons as the executive director or board of directors designates. The Honorary Board of Directors may or may not have directors as members, as the executive director or board of directors determines. The Honorary Board of Directors may not act on behalf of the Corporation or bind it to any actions but may make recommendations to the board of directors, the executive director, or to the officers of the Corporation.

ARTICLE VI

FISCAL YEAR

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

ARTICLE VII

SEAL

The Corporation seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Illinois.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the Corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the Corporate seal is not mandatory.

ARTICLE VIII

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these by-laws or under provisions of the articles of incorporation or under the provisions of The Business Corporation Act of the State of Illinois, 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. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

ARTICLE IX

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2.The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person sis or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

SECTION 3. To the extent that a director, officer, employee or agent of a corporation has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in sections 1 and 2, or in the defenses of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

SECTION 4. Any indemnification under sections 1 and 2 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 1 and 2. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this article.

SECTION 6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections.

SECTION 8. If the corporation has paid indemnity or had advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.

SECTION 9. References to “the corporation” shall include, in addition to the surviving corporation, any merging corporation, including any corporation having merged with a merging corporation, absorbed in a merger which otherwise would have lawfully been entitled to indemnify its directors, officers, and employees or agents.

ARTICLE X

DISTRIBUTIONS

The board of directors may authorize, and the corporation may make, distributions to its shareholders, subject to any restrictions in its articles of incorporation or provided by law.

RESOLUTION VII

Corporation Membership

There shall be no members of the Corporation, and the organization shall be governed by the board of directors, an executive director and the Corporation’s officers.

ARTICLE XI

SHARES AND THEIR TRANSFER

SECTION 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED SHARES. Shares either shall be presented by certificates or shall be uncertificated shares.

Certificates representing shares of the corporation shall be signed by the appropriate officers and may be sealed with the seal or a facsimile of the seal of the corporation. If a certificate is countersigned by a transfer agent or registrar, other than the corporation or its employee, any other signatures may be facsimile. Each certificate representing shares shall be consecutively numbered or otherwise identified, and shall also state the name of the person to whom issued, the number and class of shares (with designation of series, if any), the date of issue, and that the corporation is organized under Illinois law. If the corporation is authorized to issue shares of more than one class or of series within a class, the certificate shall also contain information or statement as may be required by law.

Unless prohibited by the articles of incorporation, the board of directors may provide by resolution that some or all of any class or series of shares shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until that certificate has been surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the registered owner thereof a written notice of all information that would appear on a certificate. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares shall be identical to those of the holders of certificates representing shares of the same class and series.

The name and address of each shareholder, the number and class of shares held and the date on which the shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

SECTION 2. LOST CERTIFICATES. If a certificate representing shares has allegedly been lost or destroyed the board of directors may at its discretion, except as may be required by law, direct that anew certificate be issued upon such indemnification and other reasonable requirements as it may impose.

SECTION 3. TRANSFER OF SHARES. Transfers of shares of the corporation shall be recorded on the books of the corporation. Transfer of shares represented by a certificate, except in the case of a lost or destroyed certificate, shall be made under surrender for cancellation of the certificate of such shares. A certificate presented for transfer must be duly endorsed and accompanied by proper guaranty of signature and other appropriate assurances that the endorsement is effective. Transfer of an uncertificated share shall be made on receipt by the corporation of an instruction from the registered owner or other appropriate person. The instruction shall be in writing or a communication in such form a s may be agreed upon in writing by the corporation.

ARTICLE XII

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall be held on the third Friday in September of each year or at such time as the board of directors may designate for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called either by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation entitled to a vote, for the purpose or purposes stated in the call of the meeting.

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 at the office of the corporation.

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than twenty nor more than sixty days before the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote as such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may fix in advance a date as of the record date for any such determination of shareholders, such date in any case to be not more than 60 days and for a meeting of shareholders, not less than 10 days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not less than 20 days before the date of such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. A determination of shareholders shall apply to any adjournment of the meeting.

SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer books for shares of the corporation shall make, within 20 days after the record date for a meeting of shareholders or ten days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number so shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours. Such list shall be also produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 7. QUORUM. The holders of a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders, but in no event shall a quorum consist of less than one-third of the outstanding shares entitled so to vote; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act, the articles of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 8. PROXIES. Each shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed, but no such proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote in each matter submitted to vote at a meeting of shareholders, and in all elections for directors, every shareholder shall have the right to vote the number of shares owned by such shareholder for as many persons as there are directors multiplied by the number of such shares or to distribute such cumulative votes in any proportion among any number of candidates. Each shareholder may vote either in person or by proxy as provided in SECTION 8 hereof.

SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.

Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation.

Shares registered in the name of a deceased person, a minor ward or a person under legal disability, may be voted by his or her administrator, executor or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator, executor or court appointed guardian. Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy.

Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledge, and thereafter the pledge shall be entitled to vote the shares so transferred.

Any number of shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, and by transferring their shares to such trustee or trustees for the purpose of the agreement. Any such trust agreement shall not become effective until a counterpart of the agreement is deposited with the corporation at its registered office. The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

SECTION 11. CUMULATIVE VOTING. Ina all elections for directors, every shareholder shall have the right to vote in person or by proxy, the number of shares owned by him/her, for as many persons as there are directors to be elected, or to cumulate such votes, and give one candidate as many votes as the number of directors multiplied by the number of directors by the number of his/her shares shall equal, or to distribute them on the same principle as he/she shall think fit.

The articles of incorporation may be amended to limit or eliminate cumulative voting rights in all or specified circumstances, or to limit or deny voting rights or to provide special voting rights as to any class or classes or series of shares of the corporation.

SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding officer may, or upon the request of any shareholder shall appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effects of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of the majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken shall be signed (a) if 5 days prior notice of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter hereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (b) by all of the shareholders entitled to vote with respect to the subject matter thereof.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given in writing to those shareholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any section of the Business Corporation Act if such action has been voted on by the shareholders at a meeting thereof, the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of shareholders, that written consent has been given in accordance with the provisions of SECTION 7.10 of the Business Corporation Act and that written notice has been given as provided in such SECTION 7.10.

SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE XIII

AMENDMENTS

Unless the power to make, alter, amend or repeal the bylaws is reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made altered, amended or repealed by the shareholders or the board of directors, but no by-law adopted by the shareholders may be altered, amended or repealed by the board of directors if the by-laws so provide. 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.