Chicago Hip-Hop Initiative

4.    Principal Place of Business. The principal place of business of the corporation is at XXXX W. XXXXX Avenue, Chicago, Illinois 60612.

·       Other Places of Business. Branch or subordinate places of business of offices may be established at any time by the Board at any place or places where the Corporation is qualified to do business.

ARTICLE II

Membership

1.   Eligibility and Admission. Any resident of the counties in Northeastern Illinois, Northwest Indiana, and Southeast Wisconsin age 12 and older shall be eligible for membership and shall be declared a member of the Corporation, upon approval of the Board of Directors after a nomination, a second, a ratifying vote of the rank-and-file membership by simple majority, and payment of the initiation fee and annual dues for the first year.

2.    Initiation Fees and Dues. The initiation fee and dues shall be as follows, payable in advance on or before September 9 of each year:

A.    $7 for a Non-Voting Friend Membership, entitling holders to attend meetings and receive the Corporation’s newsletter.

B.    $200 for an Organizational Membership with full benefits for incorporated and unincorporated for-profit and not-for-profit corporations and other business entities and organizations as defined by the Business Corporation Act of 1983 and General Not-For-Profit Act of 1986 of the Illinois Compiled Statutes.

C.    $25 for a Voting Student Membership with Enhanced Benefits for those who substantially volunteer time, labor, and materials in helping the Corporation carry out its programs and services.

D.    $15 for a Voting Students Membership with Basic Benefits for those who do not volunteer time, labor, and materials in helping the Corporation carry out its programs and services.

E.    $100 in cash or in-kind goods and services for a five-year Voting Ida B. Wells-Barnett Membership with Full Benefits.

F.    $500 in cash or in-kind goods and services for a 10-Year Jean Baptiste Point du Sable Membership.

G.    No fee for each Voting and Non-Voting Honorary Lifetime Membership, subject to a ratifying vote of at least two-thirds of the rank-and-file membership.

H.    $35 Voting Basic Membership, with most benefits free and discounted admission to the Corporation’s workshops and other events beyond its meetings.

I.    $50 Full Membership, with full benefits, including free admission to most of the Corporation’s events, with the exception of fundraisers.

ARTICLE III

Rank-and-File Membership

1.    Annual Meeting. The annual meeting of the rank-and-file membership shall be held upon not less than ten or more than sixty days’ notice of the time, place, and purpose of the meeting at 7 a.m. on the ninth day of the month of September, or each year, or in order to elect directors and transact such other business as shall come before the meeting. If the date is a Sunday or legal holiday, the meeting shall be held at the same hour on the next succeeding business day.

2.    Special Meetings. A special meeting or rank-and-file membership may be called for any purpose by the president or any other director on the Board. A special meeting shall be hold not less than ten or more than sixty days’ written notice of the time, place, and purpose of the meeting.

3.    Action Without Meeting. The rank-and-file membership may act without a meeting if, before or subsequent to such action, each rank-and-file member who would have been entitled to vote upon such action shall consent in writing to such action. Such written consent or consents shall be filed in a minutes book.

4.    Quorum. The presence at a meeting in person or by proxy of rank-and-file members entitled to cast thirteen percent of the votes shall constitute a quorum. Proxies shall be executed in writing and in compliance with applicable law and filed with the secretary of the Corporation at or before the time of the meeting.

ARTICLE IV

Board of Directors

1.    Number and Term of Office. The Board shall consist of thirteen members. With the exception of Incorporators, each director shall be elected to two-year terms by the rank-and-file membership at the annual meeting and shall hold office until the next annual meeting of the rank-and-file membership when their term will have expired and until that director’s successor shall have been elected and qualified. Incorporators shall enjoy lifetime terms on the Board as provided hereinabove.

2.    Regular Meeting. A regular meeting of the Board shall be held without notice immediately following the annual meeting of the rank-and-file membership for the purpose of electing and appointing officers and conducting such other business as may come before the meeting, which may be held without notice, except to members not present at the time of the adoption of the resolution.

3.    Special Meeting. A special meeting of the Board may be called at any time by the president or by any other director for any purpose. Such meeting shall be held upon thirty days’ notice if given orally (either by phone or in person) or by e-mail, or by fax, or by thirty days’ notice if given by depositing the notice in the U.S. mails, postage repaid. Such notice shall specify the time and place of the meeting.

4.    Action Without Meeting. The Board may act without a meeting if, before or subsequent to such action, each member of the Board shall consent in writing to such action. Such written consent or consents shall be filed in the minutes book.

5.    Quorum. Five members of the entire Board shall constitute a quorum for the transaction of business.

6.    Vacancies in Board of Directors. Any vacancy in the Board may be filled by the affirmative vote of a majority of the remaining directors, although less than quorum of the Board, or by a sole remaining director, subject to ratification by a two-thirds vote of the rank-and-file membership.

ARTICLE V

Waivers of Notice

1.     Substance, Form & Procedure For Waivers. Any notice required by these bylaws, by the Corporation’s Articles of Incorporation, or by the General Not-For-Profit Corporation Act of 1986 of the Illinois Compile Statutes may be waived in writing by the any person entitled to waive notice of the Corporation’s meetings. The waiver may be executed either before or after the event with respect to which notice is waived. Each director or rank-and-file member attending a meeting without protesting, before its conclusion, the lack or proper notice shall be deemed conclusively to have waived notice of the meeting.

2.    Record-keeping of Waivers. Such waivers of notice shall be kept in the minutes book.

ARTICLE VI

Officers

1.    Election. At its regular meeting following the annual meeting of rank-and-file members, the Board shall elect to four-year terms a president, a treasurer, a secretary, and a parliamentarian, and it may elect such other officers, including one or more vice presidents, as it shall deem necessary. One person may hold two or more offices.

2.    Duties and Authority of the President. The president shall be the chief executive of the corporation and preside over meetings of the Board and rank-and-file membership, serve as an ex officio member of all committees except a nominating committee and the Board of Elections, set the agenda for regular and special meetings of the Board and annual and special meetings of the rank-and-file membership in consultation with the secretary and parliamentarian and authenticate by their signature, when necessary, all acts, orders, and proceedings of the Corporation. If the office of president should become vacant between elections, and a successor for that office has been elected to a term yet to take effect, and no vice president is able to fulfill the duties and obligations of serving as president of the Corporation, then that president-elect shall fill the vacancy in the office of president. The vice president shall serve as president pro tem in the absence of the president or in the event that the president temporarily vacates the chair to enter the debate or for some other reason. In the event of death, permanent incapcitiation or indefinite incapacitation of the president, the vice president shall fill the vacancy of president. If more than one vice president, the order of succession for filing the vacancy for the office of president shall be first vice president, then second vice president, third vice president, and so on.

3.    Duties and Authority of the Secretary. The secretary shall keep minutes of all proceedings of the Corporation, keep on file all committee reports, keep the Corporation’s official membership roll and call the roll when it is required, keep the seal of the Corporation, make minutes and records available to all members and for public inspection as required upon request, notify officers and committee members of their election or appointment, furnish committees with whatever documents are required for performance of their duties, have on hand at each meeting a list of all existing committees and their members, sign all certified copies of actors of the Corporation unless otherwise specified in this constitution and bylaws, serve as an ex officio member of the Correspondence Committee, send out to the membership a notice of each meeting, conduct the general correspondence of the organization, prepare before each meeting an order of business and agenda in consultation with the president and parliamentarian for use by the president, call the meeting to order and preside over it in the absence of the president or vice president(s) until the immediate election of a president pro tem, and maintain record books in which the constitution and bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to those documents properly recorded, and to have the current record books on hand at every meeting.

4.    Duties and Authority of the Treasurer. The treasurer shall be entrusted with custody of the Corporation’s funds, invest and deposit the Corporation’s funds as directed by the Board with consent of the rank-and-file membership, disburse funds as authorized by the Board or the rank-and-file membership, make a full financial report at every meeting of the Corporation, including the annual meeting of the rank-and-file membership, and make other interim reports as the Board and the rank-and-file membership direct.

5.    Duties and Authority of the Parliamentarian. The parliamentarian shall advise the president, all other officers, committees, and all rank-and-file members on matters of parliamentary procedure and shall serve as the Corporation’s chief election authority in the ex officio capacity as chair of its Board of Elections and the Rules Committee.

6.    Duties and Authority of the Sergeants-At-Arms. The sergeants-at-arms, upon appointment by the president, with consent of the Board of Directors, shall assist in preserving order as the president may direct, checking the credentials of all those arriving to the Corporation’s meetings and denying entrance to unauthorized persons.

7.    Duties and Authority of Precinct, Ward, Township, and County Team Leaders. As appointed by the Board and confirmed by the rank-and-file membership, Team Leaders living in municipal wards, townships, and counties in Northwest Indiana, Northeastern Illinois, and Southeast Wisconsin, and precincts thereof, shall organize their areas to receive and provide the Corporation’s programs and services.

8.    Composition of the Executive Board. All officers elected or confirmed by appointment specified in these bylaws or established thereafter by resolution and committee chairs shall serve as ex officio members of the Corporation’s Executive Board.

9.    Duties and Authority of the Executive Board. The Executive Board shall have general supervision of the affairs of the Corporation between its business meetings, fix the hour and place of meetings, make recommendations to the Corporation, develop and update the Corporation’s business plan, and perform such other duties as are specified in this constitution and bylaws. The Board shall be subject to the orders of the Corporation, and none of its acts shall conflict with action taken by the Corporation.

10.    Executive Board Meetings. Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the first Wednesday of the month from September to July, inclusive. Special meetings of the Board may be called by the president and shall be called upon the written request of three members of the Board.

11.    Authority and Duty of the Historian and Curator. The historian and curator shall prepare a narrative account of the Corporation’s activities during their term of office, which, when approved by the Board and confirmed by the rank-and-file membership, will become a permanent part of the Corporation’s official history, and shall serve as custodian of any objects of value that may belong to the Corporation other than library holdings.

12.    Ballot Election. The officers of the Corporation shall be elected by ballot, unless otherwise decided at a meeting of the rank-and-file membership.

13.    Removal of Officers. Officers of the Corporation who are not current on their membership dues will be automatically removed from office. Those officers in good standing with the Corporation may be removed by a two-thirds vote of the rank-and-file membership for gross negligence, malfeasance, and misfeasance in office upon presentation and approval by the Board of a resolution for impeachment with the charges clearly stated therein and an impeachment hearing presided over by the parliamentarian, where the party seeking removal of an officer and the party impeached may present arguments, present testimony, and examine witnesses. The resolution of impeachment must be presented by either two directors on the Board of Directors, a director and another member of the Executive Board, two rank-and-file members not sitting on the Board of Directors or Executive Board, a member of the Board of Directors and two rank-and-file members who sit on neither the Board of Directors or Executive Board, or a member of the Executive Board who doesn’t sit on the Board of Directors and two rank-and-file members who sit on neither the Board of Directors nor the Executive Board.

ARTICLE VII

Programs and Services

1.    Scope of Programs and Services. Functioning as a not-for-profit hip-hop community development corporation for the Greater Chicagoland region, the Corporation shall provide the following programs and services according to the following fee schedule:

A.    Free Chicago hip-hop resource guide.

B.    Free quadrennial census of hip-hop in the Corporation’s service area.

C.    Free Web site for members to exchange ideas, network, barter, trade, run classified ads, display ads, etc.

D.    Free monthly and quarter newsletters in hardcopy and on the Web with membership.

E.    Urban entertainment industry networking socials, with an admission fee of $3 with a membership in the Corporation and $5 without.

F.    Business training and assistance, free with a membership in the Corporation and for a fee not to exceed $30 per training event or service without a membership.

G.    Talent showcases, free with a membership in the Corporation, $5 without a membership.

H.    Free archiving of hip-hop history occurring in the Corporation’s service areas.

I.    Free organizing of a hip-hop literary society, hip-hop producers forum, hip-hop DJ and turntablists forum, urban media association, rappers association, hip-hop graphic artists society, hip-hop dance society, hip-hop think tank, and other entities related to hip-hop in the Corporation’s service areas.

J.    Free offering of a discount card for members of the Corporation to use at participating retailers.

K.    Free hip-hop voter education, registration, and empowerment events toward ensuring free and equal elections in the Corporation’s service area, especially as provided in for in Article III, Section 1 of the Illinois Constitution of 1970.

L.    Free organizing of events for the official annual July observance of Chicago Hip-Hop Heritage Month established July 9, 2003, on the city of Chicago’s calendar by resolution of the Chicago City Council.

M.    Free organizing of a youth caucus, along the lines of the Iowa caucus during a U.S. presidential primary and the annual Illinois township town meetings, where future voters under ages 17 and younger will draft a youth platform for presentation to the platform committees of political parties, presidential candidates, vice presidential candidates, candidates for party convention delegates, candidates for township or state central committeeman, candidates for precinct committeeman, candidates for presidential elector, candidates for both houses of Congress, and candidates for houses of state legislatures, and all other office-seekers of political parties represented in presidential elections for consideration at their state and national conventions.

N.    Workshops, clinics, seminars, panel discussions and symposiums geared toward hip-hopheads, free to members of the Corporation and $5 to persons with membership.

O.    Legal, paralegal counsel and assistance for hip-hopheads in a variety of areas ranging from business law to corporate law to intellectual property law, for a fee per service not to exceed $50, in addition to pertinent filing fees, registration fees, taxes, etc. required by governmental agencies.

P.    Free talent scouting services and casting assistance for stage and motion picture productions with strong hip-hop themes.

Q.    Sponsoring free candidates forums featuring public officer seekers, supporting legislation that would preserve and advance hip-hop in the Corporation’s service area, such as that supporting patron health and safety standard at nightclubs and other venues accommodating hip-hop parties and related events, and recommending political candidates in accordance with the Corporation’s goals and purposes to that end, for which the Corporation would devote no more than thirty-three percent of its time.

R.    Free health screenings.

S.    Free cooperation with programs and services offered by public institutions, for-profit corporations, and other not-for-profit corporations that support the advancement and preservation of hip-hop in the Corporation’s service area, such as the Chicago Hip-Hop Political Action Committee, the Hip-Hop University, the Southwest Youth Collaborative, the Hip-Hop Congress, and the Center for Cultural Understanding and Change at the Field Museum of Natural History.

ARTICLE VIII

Boards and Committees

1.    Finance Committee. A Finance Committee composed of the treasurer and four other members of the Board of Directors shall be appointed by the president with consent of the rank-and-file membership promptly after each annual meeting. It shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of January, and to present to the Corporation at its regular meeting in December.  The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote.

2.    Program Committee. A Program Committee of five or more members shall be appointed by the president promptly after the annual meeting. It shall be the duty of this committee to plan the annual and monthly programs of the Corporation. This committee’s report shall be submitted to the Corporation for its approval at its regular meeting in July.

3.    Auditing Committee. An Auditing Committee of three members shall be appointed by the president with consent of the rank-and-file membership at the Corporation’s December meeting. It shall be the duty of this committee to audit the treasurer’s accounts at the close of the fiscal year and to report at the annual meeting of the rank-and-file membership.

4.    Board of Elections. A Board of Elections of five commissioners shall be appointed by the president with consent of the rank-and-file membership, with the exception of the chair of said Board as provided hereinabove, at the Corporation’s annual meeting of the rank-and-file membership. It shall be the duty of the Board to accept nominations of candidates offered and seconded in writing and witnessed by the secretary or parliamentarian or their designees, accept referendums offered and seconded in writing and witnessed by the secretary or parliamentarian or their designees, design ballots, certify candidates for election to offices in the Corporation, certify the submission of referendums to be voted on by the rank-and-file membership, register and certify qualified electors within the Corporation, oversee the general conduct of elections, canvas the votes, organize forums for presentation of candidates and referendums to be voted on, and declare and certify the results of elections, and keep a record of all elections of the Corporation and proceedings of the Board.

5.    Rules Committee. A Rules Committee of five members shall be appointed by the president, with the exception of the chair, as provided hereinabove. It shall be the duty of this committee to update this constitution and bylaws and parliamentary procedure employed by the Corporation and to advise all of its committees on drafting and putting into effect their own rules of order when operating outside of the Corporation’s Board of Directors and rank-and-file meetings.

6.    Correspondence Committee. A Correspondence Committee of ten members shall be appointed by the president, with the exception of the chair, as provided hereinabove. It shall be the duty of this committee to assist the secretary in conducting general correspondence and to plan and carry out campaigns of publicity, public relations, and other media promotions for the Corporation.

7.    Other Committees, Boards & President’s Ex Officio Committee Membership. Such other committees and board, standing or special, shall be appointed by the president as the Corporation or the Executive Board shall from time to time deem necessary to carry on the work of the Corporation. The president shall be ex officio a member of all boards and committees except the Board of Elections and a Nominating Committee.

ARTICLE IX

Parliamentary Authority

1.    Official Manual of Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with this constitution and bylaws and any other special rules of order the Corporation may adopt.

2.    Other References on Parliamentary Authority. Where certain cases may prove inconsistent with Robert’s Rules of Order Newly Revised, this constitution and bylaws, and any other special rules of order the Corporation may adopt, then the Corporation shall be governed by parliamentary procedure prescribed in the General Not-For-Profit Act of 1986 of the Illinois Compiled Statutes or some other competent reference covering corporate law, such as a legal secretary’s handbook, a paralegal manual, or such references as James C. Ray’s Complete Book of Corporate Forms.

ARTICLE X

Amendment of Constitution & Bylaws

1.    Amendment at Regular Meetings. This constitution and bylaws may be amended at any regular meeting of the Corporation by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.

2.    Amendment at Special Meetings. This constitution and bylaws may be amended at any special meeting of the Corporation by a three-fourths vote, provided that three or more of the rank-and-file membership has petitioned the Board of Elections to call a special election at which the amendment will be voted on.

ARTICLE XI

Dissolution

1.     Means of Dissolution. The Corporation, by a two-thirds vote of the Board of Directors and with consent of the rank-and-file membership by a three-fourths vote, may dissolve in accordance with the General Not-For-Profit Act of 1986 of the Illinois Compiled Statutes.

2.     Distribution and Disbursement of Assets After Dissolution. Upon dissolution of the Corporation, the Executive Board of the former Corporation thereof, shall oversee the disbursement and distribution of its assets in accordance with the General Not-For-Profit Act of 1986 of the Illinois Compiled Statutes and any other applicable laws as now of hereinafter amended.