Columbian Club of Chicago
Charitable Foundation By-Laws
The Columbian Club Charitable Foundation
This instrument is a trust agreement and declaration of trust created by the Columbian Club of Chicago, an Illinois, not for pro t corporation, (hereinafter referred to as the “Club”), dated December 1, 1987, and is known as The Columbian Club Charitable Foundation, (hereinafter referred to as the “Foundation”).
Columbian Club Charitable Foundation does hereby appoint Philip C. Corrado, Ronald J. Giordano, Salvatore Scambiatterra, Renato G. Turano, Robert F. DiSilvestro, Robert A. Novelle, Fred Mazzei, Leonard J. Maniscalco and Anthony B. Corrado as Incorporating Trustees to incorporate and establish a charitable foundation and declare that they, and each of them and their respective successors hereunder will hold all funds and property acquired hereunder by them and each of them for charitable purposes upon the trusts and for the uses and purposes set forth herein.
PURPOSE OF FOUNDATION
1. The Foundation is organized exclusively for charitable, educational, religious or scienti c purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. It shall be administered and operated for the purpose of (a) soliciting contributions from any one or more fund-raising functions of the Club, its individual members, their estates and trusts, as well as any other or unrelated public or private source, (b) investing the same and (c) distributing the income and earnings from such investments for the purposes for which the Foundation is
2. No part of the principal or income of the Trust Estate shall inure to the bene t of (1) any donor to the Foundation, (2) any trustee,
(3) any member of any committee that may be appointed as hereinafter provided, (4) any individual, other than an individual entitled to bene ts within the purposes of the Foundation as indicated above, (5) any organization, contributions to which are not exempt from taxation under the Internal Revenue Code of the United States at the time of distribution to such organizations, or (6) any organization, the substantial part of the activities of which is carrying on propaganda or otherwise attempting to in uence legislation, nor be diverted from the charitable purposes for which the Foundation is established hereunder. However, their paragraph shall not be construed to prevent the payment of reasonable and necessary expenses of the Trustees and reasonable compensation of the staff or employees (and members of the Advisory Committee when appointed as hereinafter de ned) of the Foundation.
3. The Foundation shall not engage in, nor shall any of its assets be used for, carrying on propaganda or otherwise attempting to in uence legislation nor for any activity which is unlawful under the laws of the United States of America or the State of Illinois, or any other state, district, territory or possession of the United States where the activities of the Foundation are carried on, nor shall the Foundation engage in nor any of its assets be used for any transaction described as “prohibited” by requirements of the Internal Revenue Code then in effect relating to the exemption of organizations from income and pro ts taxes. The Foundation shall not be operated for the purposes of carrying on a trade or business for pro t, but this shall not prohibit the Trustees or the Foundation from holding as part of the Trust Estate the shares of any corporation engaged in carrying on a trade or business for pro t, where such holding shall not cause the Foundation to lose its exemption from taxation as a charitable trust under the Internal Revenue laws of the United States.
4. Any donor or contributor to the Foundation may designate in the instrument of conveyance or in the will under which
any contribution to the Foundation, that such contributions shall be limited to any charitable purpose or for any charitable organization within the foregoing permitted classi cations, either as to purpose, organization or geographical location. Any funds or property so limited shall be segregated and held by the Trustees upon a separate trust for the purpose or use so limited, if the purpose or use so limited is at all times exempt from taxation under the Internal Revenue Code of the United States then in effect relating to the exemption of organizations from income and pro ts taxes.
5. Subject to the foregoing limitations, it is the duty of the Trustees to determine to whom, in what amounts, at what times, and under what conditions distribution of income and principal of the Trust Estate shall be made in furtherance of the purposes of the Foundation. Exclusively for the purposes of the Foundation as hereinbefore indicated, the income and principal of the Trust Estate shall be distributed from time to time by the Trustees to any one or more of such charitable organizations and charities at all times exempt from taxation under the Internal Revenue Code of the United States then in effect relating to the exemption of organizations from income and pro ts taxes, in such amounts as the Trustees may from time to time determine. When such direction is made by the Trustees, it shall be in writing, and the receipt of any designated distributee shall be a full and complete release to the Trustees for the funds so distributed.
In the event that the Foundation shall at any time be held not to qualify as an organization exempt from income tax under §501 of the Internal Revenue Code of 1954, or the corresponding Section of any subsequent Revenue Act of the United States, the Club exclusively may amend this Agreement in any manner that will qualify the Foundation as an exempt organization thereunder. In addition, the Club exclusively may also amend
of supplement this Agreement to (a) effect a more convenient or ef cient administration of the Foundation, (b) enable the Trustees or Advisory Committee, when selected, to carry out more effectively the purposes of the Foundation as stated in Article I, (c) change the name of the Foundation, (d) designate other successor trustees or co-trustees, or (e) change the method of selecting a successor trustee, however no amendment or supplement to this Agreement shall alter the purposes for which the Foundation is organized, as set forth in Article I, nor operate to be construed to permit anyone from diverting any other Trust Estate from the charitable purposes for which the Foundation is established hereunder.
ELECTION, APPOINTMENT AND TERMS OF OFFICE OF TRUSTEE AND QUALIFICATIONS OR TRUSTEES, ADVISORS, HONORARY MEMBERS
(a) There shall be a minimum of nine, and a maximum of eleven Trustees. No eligible member of the Foundation shall now serve more than two consecutive terms as Trustee, no matter the time period of each term. Each term shall be for a period of three years, except for those current Foundation members serving at the time of this amendment. Current Trustees: Dan A. Corrado, Dr. Frank Trocchio, and Sen. Renato Turano, whose terms expire on December 31, 2014, are not eligible for another consecutive term, Frank Lucchese and Tony Morizzo, whose terms expire December 31, 2015, are not eligible for another consecutive term; Gabe Caporale and Vince Morreale, whose terms expires December 31, 2016, are not eligible for another consecutive term; and Michael Spilotro, whose rst term expires December 31, 2016 is eligible to be run for a second, consecutive, 3-year term if he desires.
For any member who is appointed pursuant to the criteria as set forth below, that member shall hold the position of Trustee of
the Foundation for a three year period and may run for retention of that position for one additional, consecutive, three year term. The term of the Columbian Club President, as Foundation Trustee, is for three years, which includes the year he holds the position of President. If a current Trustee, while serving his three-year term, shall become the President of the Club, then the Foundation Board shall appoint a quali ed member to serve out the remaining current term of the Trustee who has become the Club’s President. The rules of consecutive terms shall apply for the President as stated above.
In the event that the members wish to increase the number of Trustees on the Foundation to a maximum of eleven Trustees, then there must be additional members selected to achieve that number. Such selection shall be for the same period of time and under all rules as indicated in Article III. At all times there needs to be either Eight or Ten Trustees, plus the current President of the Club which shall make up the Foundation Board. Depending on the current number of Trustees and those who will become ineligible for another term, the Nominating Committee will provide nominees for that number of open spaces depending upon the openings available.
In order to qualify as a Trustee and serve on the Foundation a member must meet the following criteria: they must be a member in good standing, have served as a Past President of the Columbian Club of Chicago, or have served as a Past Of cer or Past Director of the Columbian Club of Chicago. The individual must be nominated by the Slating Committee of Past Presidents and elected by the General Membership of the Columbian Club of Chicago.
Past Columbian Club Charitable Foundation Trustees shall be invited to attend all Foundation meetings, but shall not possess voting privileges. Any member who has previously held the position of Foundation Trustee, may after a two year period of
not being a Trustee, be eligible for election to that position for up to two consecutive terms, if so nominated and elected under the rules as stated above.
(b) The Trustees shall from among their number elect a Chairman, Vice-Chairman, Secretary, and Treasurer, term of of ce to be decided by that Board.
2. Advisory Committee
(a) The Trustees by majority vote shall appoint at least ve
Club members other than themselves to an Advisory Committee who shall serve for one year or until replaced by the Trustees. These Advisors must be current members of the Club, in good standing and they shall serve on the Advisory Committee as provided herein.
(b) The Advisors shall have not voting rights on any matter concerning the Foundation and shall act solely in an advisory capacity.
3. Honorary Members
(a) The Trustees by majority vote may appoint any number
of Honorary Members to the Advisory Committee who shall serve in a like capacity as the Advisors as provided for above except that said Honorary members need not be members of the Club and whose quali cations shall be left to the discretion of the Trustees.
(b) The Honorary members shall likewise have no voting rights on any matter concerning the Foundation and shall act solely in an advisory capacity.
POWERS AND DUTIES OF TRUSTEES
Subject to the provision of this Agreement respecting the
purposes stated in Article I, the Trustees are authorized to:
(a) collect all income and proceeds of the Foundation;
(b) retain all or any part of the Trust Estate received by
the Trustees from any source, regardless of the risk therein or lack of diversi cation of investments resulting from such retention;
(c) sell at public or probate sale, transfer, convey, mortgage, lease and otherwise dispose of real and personal property of the Trust Estate upon such terms as the Trustees deem advisable;
(d) invest any money at any time in the Trust Estate in accordance with the provisions of the Trusts and Trustees Act of Illinois in effect from time to time;
(e) maintain bank accounts, depositories and safe deposit deemed advisable;
(f) cause assets of the Trust Estate to be held in such manner as will enable title to be passed by delivery or in such other manner as the Trustees deem advisable;
(g) vote shares held in the Trust Estate as the Trustees deem advisable and execute proxies therefor;
(h) form limited and general partnerships and corporations and participate in the operation of any business as a limited or general partner or a shareholder; dissolve any proprietorship, partnership or corporation and consent to any reorganization or liquidation of any proprietorship, partnership or corporation;
(i) enter into leases, royalty agreements and other agreements, including the right to mine or extract from any Trust property oil, gas, or other minerals, and including leases and agreements that extend beyond the duration of the Trust (and termination of the Trust shall not affect any lease or agreement extending thereafter);
(j) employattorneys,brokers,agents,custodians,managers and employees and pay reasonable compensation from the income or principal or the Trust Estate for services rendered by each of them;
(k) pay all other expenses of maintenance and operation of the Trust Estate and costs incurred in the administration
and distribution thereof;
(l) make distribution wholly or partly in cash or in kind and
determine the value of all property allotted or distributed
in kind, except as otherwise provided herein;
(m)pay all operating and administrative expenses and other proper charges against the Trust from the income of the Trust in such manner as the Trustees deem advisable, consistent with the other provisions of this Agreement and the applicable provisions of the law then in effect; (n) make all disbursements, execute all instruments, and, without being limited by the foregoing, exercise all other powers vested in Trustees under the Trusts and Trustees
Act and other applicable laws of Illinois.
(o) prepare monthly compilation of nancial statements by
the Foundation Treasurer.
(p) schedule an annual certi ed audit by a Certi ed Public
(q) meet a minimum of twice annually on the same day,
immediately preceding a regular Club Board of Directors’
2. In making any distribution and in taking any action hereunder, the Trustees may rely, and shall be fully protected in relying upon, any notice, certi cate, af davit, letter, telegram or other paper or document believed by them to be genuine, or upon any evidence deemed by them to be suf cient.
3. All Trustees or members of the Advisory Committee shall be fully bonded and indemni ed from the Trust Estate for reasons to be speci ed in the bonding indenture.
RESIGNATION OF TRUSTEE
1. Any Trustee may resign at any time by written notice to the other Trustees and to the Chairman or the Secretary of the
Advisory Committee if there is then an Advisory Committee acting hereunder.
2. In the event of the death, resignation or inability to act on the part of a Trustee, th e others shall continue to act as Trustees. The vacancy created by any death, resignation, or inability to act on the part of any Trustee shall be lled by an election of the General Membership of the Club if more than 18 months remain in said term from the date of said vacancy. If less than 18 months remain from the date of said vacancy, then such vacancy shall be lled by a majority vote of the remaining Trustees. In addition, the Trustees may appoint a Corporate trustee to act along with the individual Trustees herein, and may remove the same and appoint successor corporate trustees.
3. When appointed or otherwise authorized to act in the manner herein provided, each Successor Trustee shall indicate his or its acceptance of the Trust by written notice to the predecessor, if living, to the remaining Trustees and to the Chairman or Secretary of the Advisory Committee, if one has been appointed.
4. No Trustee shall be liable in any way for any act or default of another Trustee in which he or it shall not have joined or concurred in or expressly approved. No Successor Trustee shall be liable in any way for any act or default of any predecessor Trustee nor for any loss or expense from or occasioned by anything done or neglected to be done by any predecessor Trustee, and every Trustee shall be liable only for his or its own acts and defaults.
1. The Trustees shall appoint an Advisory Committee of at least ve persons as provided in Article III and such additional Honorary Members as the Trustees from time to time decide for the purpose of investigating, selecting, and proposing from time to time the persons, corporations, trusts, foundations or other
bene ciaries to whom distribution of income or principal, or both, of the trust shall be made, within the limitations imposed by Article I. Distributions of income earned by the Foundation shall be distributed in conformity with the provisions of the Illinois Solicitation Act and shall be determined and made by a majority vote of the Trustees. The Advisory Committee members shall have no voting rights therein. The Trustees shall decide the number of votes necessary on all grants. The Trustees shall not be bound by any such recommendation made by the Advisory Committee unless the Trustees vote approval thereof; provided, however, that if the Trustees determine that any such recommendation is in con ict with the provisions of Article I of this instrument, or with the purposes of the Foundation as hereinbefore set forth, or that it is impracticable to make distribution in accordance with such recommendation, the Trustees shall not comply with the recommendation of the Advisory Committee. The decision of the Trustees in every such case shall be nal and binding upon all persons
whomsoever. If the Trustees are in doubt as to any such recommendation, they may:
(a) make a request for an opinion from counsel for the Trustees or from any appropriate agency of the United States Government or the State of Illinois (and the Trustees may rely on any such opinion given in accordance with their request), or (b) le any proceeding for instructions in any court.
2. No member of the Advisory Committee shall be entitled to any compensation for serving as such, but members of the Advisory Committee shall be entitled to be reimbursed for any authorized expenses incurred by them in connection with the work of the Advisory Committee and shall be entitled to authorized compensation for services rendered in any other capacity, such as counsel for the Trustees.
This trust shall terminate and the Foundation shall be dissolved when all of the assets of the Foundation shall be distributed. At such time, after paying or making provisions for the payment of all liabilities of the Foundation, all remaining assets of the Foundation shall be distributed for the purposes of the Foundation, in such manner, and to such organization or organizations organized and operated exclusively for charitable, educational, religious or scienti c purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) as the Board of Directors of the Club shall determine and direct. If not so terminated, and any assets shall remain in the Foundation, the Trustees shall le a suit in the appropriate court having jurisdiction over the matter in the County in which the principal of ce of the Foundation is then located, and such assets shall be distributed as determined and ordered by said court, exclusively for the purposes hereinabove described or to such organization or organizations operated exclusively for the
purposes hereinabove described.