Bylaws of Break The Gridlock

BYLAWS OF
BREAK THE GRIDLOCK

Adopted By Board Resolution July 15th, 2009

ARTICLE ONE - ORGANIZATION

The official name of this organization shall be Break The Gridlock (the “Corporation”). The Corporation is a NOT FOR PROFIT CORPORATION as defined in the General Not For Profit Corporation Act of 1986 of the State of Illinois.

ARTICLE TWO - OFFICES

The principal office of the corporation shall be located at 2425 N. Albany Ave., Chicago, Illinois 60647. The board of directors (the “Board”) shall have the power and authority to establish and maintain branch or subordinate offices at any other locations within Illinois.

ARTICLE THREE - CORPORATE PURPOSES AND LIMITATIONS

Section 1. General Purposes. The Corporation is organized exclusively for charitable and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any subsequent federal tax law (the “Code”), including for such purposes the making of distributions to other organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. The Corporation may further transact any or all lawful business for which corporations may be incorporated under the General Not For Profit Corporations Act of 1986, so long as it does not conflict with the above.

Section 2. Powers and Limitations. The Corporation, being organized exclusively for charitable and educational purposes, within the meaning of Section 501(c)(3) of the Code, may for such purposes make distributions to other organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. The Corporation may further transact any or all lawful business for which corporations may be incorporated under the General Not For Profit Corporations Act of 1986, so long as it does not conflict with the above.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in its Articles of Incorporation.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, OR (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

Upon the dissolution of the Corporation, it shall, after paying or making provision for the payment of all of its liabilities, dispose of all of its assets exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction in the county in which the principal office of the Corporation 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 FOUR - BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board.

Section 2. Number, Tenure, and Qualifications. The number of directors of the Corporation shall be not less than three (3) and not more than nine (9). Each director shall hold office for a period of one (1) year and until his or her successors shall have been elected and qualified. Directors shall be elected at the annual meeting of the Board. Directors need not be residents of Illinois. The number of directors and term of office may be changed from time to time by amendment of these bylaws by the majority of the Board of Directors. No decrease shall have the effect of shortening the term of an incumbent director. Directors must be at least eighteen (18) years old.

Section 3. Tenure and Election to the Board. Directors shall be elected at an annual electoral meeting of the Board, the date of which will be set by the board. At this meeting, the board shall first agree to procedures to be used in the evaluation of petitioners. In the event of a tie in any vote on an application, the president shall cast the deciding vote.

Each director elected at this time shall hold office for a period of one (1) year and until his or her successors shall have been elected and qualified. In special circumstances, the Board may hold an election meeting mid-year to consider the election of a new director. If approved, the tenure of the new director will not last a full year; he/she shall serve only until the next annual meeting of the Board.

Potential Break the Gridlock directors must submit a board-designed application. The application deadline and application submission procedures will be determined by the board and announced at least four weeks (28 days) in advance of the electoral meeting. Current board members who wish to serve another year must re-submit for membership.

Section 4. Regular Meetings. A regular annual meeting of the Board shall be held without other notice than these bylaws on or before the last day of the fiscal year of the Corporation. The Board may provide, by resolution, the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 5. Special Meetings. Special meetings of the Board may be called by or at the request of the president or at the request of two (2) directors, and shall be held at the principal office of the corporation or at such other place as the director may determine.

Section 6. Notice. Notice of any special meeting shall be given not less than five (5) nor more than thirty (30) days before the time fixed for the meeting, by written notice delivered through the mail, personally or by e-mail. The director(s) may waive notice of any meeting. The business to be transacted at and the purpose of, any regular or special meeting of the Board shall be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A quorum shall consist of a majority of the Board. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice. Participation in a meeting by means of teleconferencing shall be considered to be the equivalent of physical attendance at the meeting. The act of the majority of the Directors present at a meeting which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or these Bylaws.

Section 8. Board Decisions. The act of the majority of the Board present at a meeting shall be the act of the Board.

Section 9. Compensation. By resolution of the Board, the director(s) may be paid their expenses, if any, for attendance at each meeting of the Board. No such payment shall preclude any director(s) from serving the corporation in any other capacity and receiving compensation therefor.

Section 10. Presumption of Assent. A director of the corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be 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 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 11. Resignations. Resignations of Board members are effective upon receipt by the Secretary/Treasurer. Resignations will be transmitted in writing and may be sent electronically.

Section 12. Vacancies. Vacancies existing by reason of resignation, death or incapacity before the expiration of his/her term shall be filled at the discretion of the board by a special electoral meeting as per Article 4, Section 3.

Section 13. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consent shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.

Section 14. Removal. Any director may be removed by an affirmative vote of the majority of the Board whenever in its judgment the best interests of the Corporation would be served thereby.

ARTICLE FIVE - OFFICERS

Section 1. Number. The officers of the corporation shall be a president, a vice-president, a secretary/treasurer, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. Any two (2) 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 by the Board of Directors at the regular annual meeting of the Board of Directors, for a term of one (1) year. 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 or her death, or until he or she 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. President. The President shall be the chief executive officer of the corporation and shall, at the direction of the Board of Directors, supervise all of the business and affairs of the corporation. The President shall preside at all meetings of the Board. S/he shall appoint all committees, temporary or permanent. S/he shall be one of the Officers who may sign checks or drafts of the Corporation. S/he shall discharge all duties incident to the office of President.

Section 4. Vice President. The Vice President shall assist the President in the discharge of the President’s duties as the President may direct and shall perform such other duties as from time to time may be assigned to the Vice President by the President or the Board of Directors. S/he shall also serve as the President in the event the President is unable to serve, and shall so serve until such time as the President is capable of resuming his or her position.

Section 5. Treasurer. The Treasurer shall have the care and custody of all monies and securities belonging to the Corporation. S/he shall be one of the Officers who may sign checks or drafts of the Corporation. S/he shall render at stated periods as the Board shall determine a written account of the finances of the organization. The Treasurer shall exercise all duties incident to the Office of Treasurer and such other duties as may be assigned to the Treasurer by the President or the Board.

Section 6. Secretary. The Secretary shall (a) keep the minutes and records of the Corporation in the appropriate books; (b) see that all notices are duly given in accordance with the provisions of these Bylaws; (c) be custodian of the Corporation records; (d) in general perform all duties incident to the Office of Secretary and such other duties as may be assigned to the Secretary by the President or the Board.

Section 7. Removal and Resignation. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Resignations are effective upon receipt by the Secretary/Treasurer.

Section 8. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

Section 9. Powers and Duties. The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the Board. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to this corporation.

ARTICLE SIX – ADVISORY BOARDS AND COMMITTEES

Section 1. Establishment. The Board may establish one or more Advisory Boards or Committees.

Section 2. Size, Duration and Responsibilities. The size, duration and responsibilities of such advisory boards and committees shall be established by a majority vote of the Board of Directors. Such boards or committees may include non-Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs and business activities of the Corporation.

ARTICLE SEVEN - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts. The Board 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. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board.

Section 4. 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 depositaries as the Board may select.

Section 5. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitation, if any, now impose or which may hereafter be imposed by law regarding such investments, and which are permitted to organization exempt from Federal Income Taxation under Section 501(c)(3) of the Internal Revenue Code.

Section 6. Other Funds. The Board of Directors or the President may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE SEVEN - GRANTS & CONTRIBUTIONS

The making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the Articles of Incorporation and these bylaws shall be within the exclusive power of the Board of Directors, subject to the provisions set forth in Section 501(c)(3) of the Code.

ARTICLE EIGHT - FISCAL YEAR

The fiscal year of the corporation shall start on Janurary 1st and end at midnight on the 31st day of December of every year, but may be changed by a resolution of the Board of Directors.

ARTICLE NINE - WAIVER OF NOTICE

Whenever any notice is required to be given to any director of the corporation under the provisions of these bylaws or under the provisions of the articles of incorporation or under the provisions of law, 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 TEN - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Every Director, Officer, employee, as well as former Directors, Officers, and employees, their heirs, executors, and administrators shall be indemnified against all losses, costs and expenses reasonably incurred in connection with any action, suit or proceeding to which they may be made a party by reason of being or having been a Director, Officer, or employee except as to matters wherein they shall be adjudged in such action, suit, or proceeding, to be liable for or guilty of gross negligence, willful misconduct, fraud, or a criminal offense. The foregoing rights shall be in addition to and not exclusive of all other rights to which such Director or Officer shall be entitled.

ARTICLE ELEVEN – CONFLICT OF INTERESTS

Any director, officer, or key employee who has an interest in a contract or other transaction presented to the board of directors or a committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of his or her interest to the board of directors or committee prior to its acting on such contract or transaction. Such disclosure shall include any material and relevant facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the corporation’s interest.

The body to which such disclosure is made shall thereupon determine, by a vote of seventy-five percent (75%) of the votes entitled to vote, whether the disclosure shows that a conflict of interests exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in, the discussions or deliberations with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the board of directors or a committee of the board takes action on the transaction. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation, and whether there was a quorum present.

ARTICLE TWELVE - AMENDMENTS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board at any regular or special meeting of the Board by an affirmative vote of the majority. Such action may be taken at a regular or special meeting for which written notice shall be given. Such notice shall state the purpose of the meeting and shall set forth the language of the proposed amendments. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.