ARTICLE I: NAME, PURPOSE

Section 1: The name of the organization shall be Westmont Special Events Corporation (WSEC).

Section 2: The WSEC is organized for the purpose of assisting in the development, promotion and execution of community special events in the Village of Westmont.

ARTICLE II: MEMBERSHIP

Section 1: General membership consists of individuals who have expressed an interest in the Corporation and its purposes and have been recognized by the members of the Board of Directors (known as the Board). General members are allowed to attend all open meetings, including the annual meeting, and work under the direction of the Board as a volunteer. No dues shall be assessed to or payable by members . General members do not have voting rights. All voting rights are vested solely in the Board.

Section 2: The voting members of the WSEC consist only of the WSEC Board of Directors (known as the Board).

ARTICLE III: ANNUAL MEETING

Section 1: Annual Meeting. The WSEC will hold their annual meeting in September. The date, time and place of the annual meeting shall be set by the WSEC Board. All WSEC members are welcome to attend the Annual Meeting. The agenda for the annual meeting shall include an annual report featuring the financial status of the Corporation.

Section 2: Annual Meeting Notice. Notice of the WSEC annual meeting shall be given to each voting member not less than 10 days before the meeting. The notice shall include the date, time, and location of the meeting. Public notice will be published in appropriate media.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Board Role, Size, Terms, Compensation. The Board is responsible for overall policy and direction of the WSEC. The Board will consist of an odd number of members not to exceed nine members and having no fewer than five members. Board members are elected to serve a two-year term. Board members may be elected to succeed themselves for one additional two-year term, but may not serve three consecutive two-year terms. The members of the WSEC Board receive no compensation.

Section 2: Board Appointment/Nominating Committee. Each year, the Board will select a Nominating Committee, who shall be responsible for identifying, recruiting and nominating persons to fill vacancies on the WSEC Board. The Nominating Committee will be selected in June with the expectation that they will recommend a slate of candidates by August 1. The Nominating Committee shall nominate a number of qualified candidates not less than one and a half the number of positions open and not more than two times the number of positions open. The Nominating Committee will be comprised of five persons. The Nominating Committee will elect a chairperson. The WSEC Board shall seek community representation for the Nominating Committee. Nominating Committee members should be aware of the goals and mission of the WSEC. At least one member of the Nominating Committee should be a member of the Village of Westmont Board of Trustees or the Village Clerk or the Village Manager. The Nominating Committee shall seek to select candidates for the WSEC Board who are aware of the WSEC and its mission, who are community-focused, who are not affiliated with an organization that is already represented by another person currently serving on the Board, who represents diversity within the Village, who represents the geographic spectrum of the community, and who is aware and able to fulfill the duties of serving on the WSEC Board. The WSEC Board will review and vote for one candidate for each vacancy from the slate of candidates provided by the Nominating Committee per the Board and Officers Election Policy. An election of officers shall take place on an annual basis in accordance with the Board and Officers Election Policy. New officers and directors will be announced at the Annual Meeting.

Section 3: Board Meetings. The Board shall conduct regular monthly meetings. The meeting date, time and location will be published no less than 10 days prior to meeting. All Board Meetings are open to the public.

Special Board Meetings may be called by any member of the Board with the approval of the President or a simple majority of the Board providing that all members of the Board are notified within three days of the meeting regarding date, time, location and agenda. Such notice shall specify the objectives and purposes of such special meeting and no other business shall be transacted.

Executive Session Meetings are private, closed door meetings in which only members of the Board are invited. Executive Session Meetings may be requested by any member of the WSEC Board. The discussion within Executive Session Meetings is limited to WSEC business that involves a personal or private matter that is not intended for the public. Minutes may be taken by the Secretary and distributed to Board members only. Upon simple majority approval by the Board, the Board may grant special permission to allow specific testimony from a non-Board member in an Executive Session meeting who will immediately leave session after testimony. Matters discussed in Executive Session are not to be relayed to the public.

Section 4: Quorum. A quorum of the Board consists of a simple majority of the total Board membership. A quorum must exist before WSEC business can be transacted or motions made and/or passed. A quorum of the Board is not permitted unless public notice has been given.

Section 5: Officers and duties. There shall be four officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:

The President shall convene and preside over Board meetings. The President will sign, with the Secretary or other officer of the corporation that the board has authorized, contracts or other board authorized instruments. In Treasurer's absence, upon the advice and consent of the Board, the President shall appoint an authorized co-signer to sign checks as deemed necessary. In President's absence at official Board Meetings, other Board Officers may sign contracts and/or preside over meetings in the following order: Vice-President, Secretary, Treasurer.

The Vice President, at the request of the President or in his/her absence or during his/her disability, the VP shall perform the duties and exercise the functions of the President. The Vice President will chair committees on special subjects as designated by the Board.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

The Treasurer shall make a financial report at each Board meeting. The treasurer shall have managing authority and responsibility for all funds of the corporation. The treasurer shall be accountable for receiving and giving receipts for monies due and payable to the corporation from any source whatsoever. The Treasurer shall be accountable for depositing all monies in the name of the corporation at a Board approved institution. The Treasurer shall handle all withdrawals and check writing; checks must be signed by the Treasurer and one other Board approved signer. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, make monthly reports to the Board regarding the financial status of the corporation, work with the appointed WSEC Corporate Tax Accountant to ensure all Corporation business and taxes are paid properly and all documents related to non-profit status with the Village, County, Township, State, and Federal Government are in order, and make financial information available to Board members and the public.

Section 6: Directors at Large. The remaining voting members of the Board, consisting of no less than one person and no more than five persons, who are not officers, will be known as Directors at Large, or Directors. They will be assigned specific duties as agreed upon by the Board.

Section 7: Voting. Only members of the Board are permitted to vote at WSEC meetings or via

e-mail regarding official corporation business. A vote must be taken on the following items: a) approval of WSEC policy and procedures, b) approval of all budgets, budget transfers, and other Corporation expenditures, c) approval of committee recommendations including expenditures and work plans, d) approval of requests made by outside organizations to the WSEC, e) approval of commitments with outside organizations and individuals that are hosting community special events, f) approval of assigning duties to related committees, g) other Corporation business.

Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.

Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

ARTICLE V: STAFF

Section 1: The WSEC may retain staff for purpose of performing functions defined by the Personnel Committee.

ARTICLE VI : COMMITTEES

Section 1: The Board may create committees as needed to fulfill the goals and objectives of the Corporation.

Section 2: Committee Chairs, Co-Chairs, Members. All committees will either be chaired or co-chaired by a voting member of the Board with the exception of committees in which the chair or co-chairs have been appointed and approved by a Board vote. Committee chairs will recruit and select persons to serve on their committee and provide a complete membership list of the committee to the Board.

Section 3: Committee Meetings. Committee Chairs/co-chairs may call meetings to discuss their objectives providing a ten day notice to the Board. All Board members must be made aware of all committee meetings. All committee meetings are open to the public. Each committee must assign a scribe to take minutes and distribute to all Board members.

Section 4: Committee Roles. The Board and Committees will work together to define the goals and objectives of each Committee. After the goals and objectives have been approved by the Board, committee members will be authorized to execute their goals and plans. Committee Chair/co-chairs must report to the Board at regular Board meetings or more often if necessary.

Section 5: Finance Committee. The Treasurer is chair of the Finance Committee, which includes the other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with the other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change to the budget must be approved by the Board. The fiscal year shall be the first day of August through the last day of July. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the Board members and the public.

Section 6: Personnel Committee. The Personnel Committee consists of the officers and the Village of Westmont Media Relations Coordinator. The Personnel Committee is responsible for the hiring and firing of staff and writing of Personnel Policies and Procedures.

ARTICLE VII: CORPORATE FINANCES

Section 1: Reports. The Treasurer is responsible for ensuring fiduciary responsibility on behalf of the WSEC. The Treasurer will make monthly reports to the Board regarding WSEC finances including monthly income and expenses.

Section 2: Deposits. All checks and other monies directed to the WSEC must be deposited by the Treasurer or Board approved representative.

Section 3: Withdrawals/Check Writing. All withdrawals and check writing must be signed by the Treasurer and one other Board approved signer. No withdrawals or checks can be made or written without the advance approval of the Board. All banking transactions will occur at a Board approved institution.

Section 4: Accounting and Reporting. The Treasurer will work with a Board approved Corporate Tax Accountant to ensure annual reporting of taxes and all documents related to non-profit status with the Village, County, Township, State, and Federal Government.

Section 5: Expenditure Approval. Board shall approve all expenses exceeding $500.00.

ARTICLE VIII: AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements to all Board members at least 10 days prior to the next WSEC Board meeting.

ARTICLE IX: DISSOLUTION

Section 1: In the event that the WSEC is dissolved, all assets of the corporation will be passed on to the Village of Westmont municipal government.

Approved & Adopted on:

April 30, 2004

Revised:

January 8, 2007

These Bylaws were amended by unanimous vote by the Board of the Westmont Special Events Corporation.
April 23, 2008