BYLAWS OF MAIN-DEMPSTER MILE ARTICLE I NAME AND PURPOSE Section 1: Name The name of this Corporation is Main-Dempster Mile. Section 2: Purpose This Corporation is organized and operated exclusively for charitable, educational, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as may be amended from time to time or any corresponding provision of any future U.S. Internal Revenue or other federal tax law or code, including but not limited to, for such purposes, the making of distributions to organizations that qualify as exempt organizations under the same section 501(c)(3) or the corresponding section of any future federal tax code. And within such described purposes, this Corporation is organized and operated to promote economic and community welfare within and about its District (as defined herein). No part of the net earnings of the Corporation will inure to the benefit of or be distributable to its members, directors, trustees, officers, or other private persons, except that the Corporation will 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 this Article I, Section 2. No substantial part of the activities of the Corporation will be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation will 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 provision of these Bylaws, the Corporation will not, except to an insubstantial degree, 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 Internal Revenue Code or the corresponding section of any future federal tax code or (b) by a Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code. Upon the dissolution of the Corporation, assets will be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or will be distributed to the federal government or to a state or local government for a public purpose. Any such assets not so disposed of will be disposed of by a court of competent jurisdiction of 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 will determine which are organized and operated exclusively for such purposes. ARTICLE II MEMBERS

The Corporation will have as its Members certain property owners and business representatives representing certain properties and businesses within the following boundaries in Evanston, Illinois: Greenwood Avenue to the north; Ridge Avenue to the west; Lake Michigan to the east; and South Boulevard to the south (the “District”). Namely, the Corporation’s Members will be represented by: A) one single property owner representing each and all tax PINs owned by such property owner which are located within the District and subject to the service tax serving Special Service Area No. 6 in Evanston, Illinois or B) one owner, officer, authorized agent, or designee (each, a “Representative”) of each and all businesses owned, managed, or otherwise represented by such Representative which are located within the District. The Members will have no voting rights, provided that the Board of Directors will have the power to determine whether to grant certain voting rights and powers to the Corporation’s Members and, if so, to specify the

Adopted January 2, 2017

1 of 12

circumstances under which, and the requirements subject to which, any such voting rights and powers may be exercised and such votes counted. ARTICLE III BOARD OF DIRECTORS Section 1: General Powers The affairs of the Corporation will be managed by or under the direction of its Board of Directors (“Board”). Section 2: Number, Election, Term, Qualifications A. Number:​ ​The number of voting Directors of the Corporation will not be fewer than five (5) or greater than nine (9), and within these limits may vary from time to time per Board determination or resolution, but no decrease in number will shorten the term of any such incumbent Director. A full Board will consist of nine (9) voting Directors, including eight (8) Members and one (1) resident residing within the District. In addition to voting Directors, the Board will include one (1) non-voting, ex-officio Director liaison designee from the City of Evanston’s Office of the City Manager and one (1) non-voting, ex-officio Director liaison designee from the City of Evanston’s Office of Public Works. B. ​Election:​ Directors will be elected by the Board at the Annual Meeting at which such directorships are to be filled or at special meetings of the Board held for such purpose. C.

Term:​ Directors will hold office for two year term(s), or such other terms as the Board may deem appropriate or necessary to create staggered Board terms, starting with the date of the Annual Meeting at which they are elected and continuing until their successors have been elected and qualified, or until their death, disqualification, resignation, or removal. Each Director may serve as a Director for up to two consecutive terms at a time. At the conclusion of a Director’s second full two year term, said director will not be eligible to serve on the Board for at least 13 months following the conclusion of that term.

D. Qualifications:​ ​Directors must be Members of the Corporation, except that one (1) Director may be a non-Member resident residing within the District. In addition to and consistent with these qualifications, the Board has the power to establish policies regarding Director elections and eligibility requirements, and Directors will be eligible and elected to serve according thereto. Section 3: Resignations A. Resignation:​ Any Director may resign at any time by giving written notice to the Board of Directors, the President, the Secretary, or the Executive Director of the Corporation. B.

Effective Date:​ A Director’s resignation will take effect when the notice is delivered, unless the notice specifies a future date. Unless it is otherwise specified in the notice, the acceptance of such resignation will not be necessary to make it effective.

C.

Filling the Pending Vacancy:​ The pending vacancy that arises due to a Director’s resignation may be filled prior to the effective date of the resignation, but the successor will not take office until the effective date.

Section 4: Removal A. Removal According to Policy:​ In addition to the removal provisions following herein below, the Board has the power to establish policies regarding Director removal, and Directors will be removed according thereto. B.

Removal by Vote or Resolution:​ One or more Directors may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of all voting Directors then in office, present, and voting at a meeting at which two-thirds (2/3) of all voting Directors are present.

Adopted January 2, 2017

2 of 12

C.

Notice of Vote Regarding Removal:​ ​Whenever one or more Directors are to be removed by Board vote at a special meeting for such purpose, written notice of the proposed removal must be delivered to all voting no fewer than twenty (20) days prior to such meeting. Such notice must include the purpose of the meeting (i.e., the removal of Directors) and must list the Director(s) whose removal is subject to such vote.

Section 5: Vacancies A. Vacancies​:​ Any vacancy occurring in the Board of Directors, or any directorship to be filled by reason of an increase in the number of Directors or any Director resignation or removal, may be filled by the Board of Directors at the Annual Meeting, any regular meeting, or a special meeting of the Board called for that purpose, even if the number of Directors then serving on the Board constitutes fewer than a quorum. B.

Term of Office:​ Each Director elected to fill a vacancy will hold office for the duration of the unexpired term of her or his predecessor in office.

Section 6: Annual Meeting An Annual Meeting of the Board will be held at the place and time determined by the Board. Section 7: Regular Meetings The Board will hold such regular meetings at such times and places designated by the Board. Section 8: Special Meetings Special meetings of the Board may be called by the Executive Director, the President, or any two (2) Directors, and will be held at any time and place determined by the Board. Section 9: Notice of Meetings The Board may determine, by establishing policies governing meeting notice or otherwise, to require specific notice of Annual, regular, or special meetings. Whenever notice of any meeting is required, any Director’s attendance at a meeting constitutes acknowledgement, or waiver, of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business at such meeting because the meeting is not lawfully called or convened, and the Director does so object to the transaction of business for such reason at the beginning of such meeting. However, a Director may not be removed at any special meeting of Directors unless all voting Directors receive written notice of the proposed removal at least twenty (20) days prior to any such meeting. Section 10: Quorum, Voting, Proxies A. Quorum:​ Unless otherwise indicated by the Articles of Incorporation of the Corporation or these Bylaws, a majority of voting Directors constitutes a quorum for the transaction of business at any meeting of the Board. B.

Voting:​ If a quorum is present, the act of the majority of voting Directors then present is equivalent to the act of the entire Board, unless the act of a greater number is required by law, the Articles of Incorporation of the Corporation, or these Bylaws.

C.

Proxies:​ No Director may vote by proxy on any matter put to vote by the Board.

Section 11: Electronic Participation at Meetings

Adopted January 2, 2017

3 of 12

A. Electronic Participation:​ Directors may participate in and act at any meeting of the Board through the use of a conference telephone or other communications equipment, so long as all persons participating in the meeting can communicate with each other concurrently, provided that any business of the Corporation which is subject to the Illinois Open Meetings Act, if any, will be subject to the participation requirements of the Illinois Open Meetings Act. B.

Attendance and Presence:​ Telephonic or electronic Director participation in a meeting allowed under these Bylaws constitutes attendance and presence in-person at the meeting.

Section 12: Informal Action, Written Consent A. Informal Action:​ Any action required to, or which may, be taken at a meeting of the Board may be taken without a meeting if it is consented to in writing by all Directors, provided that any business of the Corporation which is subject to the Illinois Open Meetings Act, if any, will be subject to the action requirements of the Illinois Open Meetings Act. B.

Written Consent:​ The written consent must be evidenced by one or more written approvals from the Directors; each approval must set forth the action to be taken and provide a written record of approval. The approvals must be delivered to the Secretary or Executive Director of the Corporation and filed in the corporate records. Email, facsimile, and other electronic communication and conveyances are acceptable forms, delivery systems, and evidences, of written records and consents.

C.

Effective Date:​ Any action taken by the Board pursuant to this Article III, Section 12 will be effective when all of the Directors have approved the written consent, unless the consent specifies a different effective date.

Section 13: Presumption of Assent If a Director is present at a meeting of the Board, she or he is conclusively presumed to have assented to any corporate action taken at the meeting, unless any of the following conditions is satisfied:

(a) Her or his dissent was entered in the minutes of the meeting; (b) She or he filed a written dissent to the action with the person acting as the secretary of the meeting before adjournment; or (c) She or he forwarded such dissent by registered or certified mail to the Secretary or Executive Director of the Corporation immediately after the meeting adjourned. This right to dissent will not apply to a Director who voted in favor of an action. Section 14: Compensation Directors will not receive any compensation for their services as Directors or, if so serving, as Officers. Section 15: Adoption of Policies The Corporation has the power to adopt such policies and practices in support of its purposes. Section 16: Conflict of Interest Policy and other Policies The Corporation and its Directors will follow the Corporation’s Conflict of Interest Policy and all other policies established or otherwise adopted by the Board. ARTICLE IV OFFICERS Adopted January 2, 2017

4 of 12

Section 1: Designation, Election, Term, Multiple Offices, No Automatic Contract Rights A. Designation:​ The Officers of the Corporation will include a President, Vice President, Secretary, and Treasurer, and may include any other Officers or assistant Officers authorized by the Board. All Officers will be Directors then serving. B.

Election/Appointment:​ The Officers will be elected by the Board at its Annual Meeting.

C.

Term:​ Each Officer will hold office for one or more consecutive one year term(s) or until his or her successor has been duly elected or appointed and qualified, or until such Officer’s death, resignation or removal in the manner hereinafter provided.

D. Multiple Offices:​ The same Director may hold any two (2) or more Officer offices. Section 2: President The President will serve as the Chair of meetings of the Board, and will serve as the liaison between the Board and the Executive Director. Whenever there is no Executive Director, the President will serve as the Chief Executive Officer and an authorized agent of the Corporation and, subject to the direction and control of the Board, will have the general and active management of the affairs of the Corporation and the general powers and duties of management usually vested in the office of a President, and will perform all duties incident to the office of President. The President will execute any contracts, deeds, mortgages, bonds, or other documents or instruments on behalf of the Corporation, unless the Board assigns such responsibility to the Executive Director or to another Officer or agent of the Corporation. The President will ensure that all orders, resolutions, and directives of the Board are carried into effect, unless the Board assigns such responsibility to the Executive Director or to another Officer or agent of the Corporation. The President will report to the Board on all matters within her or his knowledge which the interests of the Corporation may require to be brought to their notice. The President will perform such other duties as may be assigned by the Board. Section 3: Vice President(s) In the absence or incapacity of the President, the Vice President, or, if there are multiple Vice Presidents, the Vice Presidents in order of seniority, will have all the powers and perform all the duties of the President. The Vice President or Vice Presidents will perform such other duties as may be assigned by the Board or the President. Section 4:​ ​Secretary The Secretary will act as secretary of the Board. The Secretary will give, or cause to be given, all notices in accordance with the provisions of these Bylaws or as required by law, unless the Board assigns such responsibility to the Executive Director or to another Officer or agent of the Corporation.

Adopted January 2, 2017

5 of 12

The Secretary will supervise the custody of all records and reports and will be responsible for the keeping and reporting of adequate records of all meetings of the Board, unless the Board assigns such responsibility to the Executive Director or to another Officer or agent of the Corporation. The Secretary will perform such other duties as may be assigned by the Board. Section 5: Treasurer The Treasurer will keep full and correct account of receipts and disbursements in the books belonging to the Corporation, and will deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositaries designated by the Board, unless the Board assigns such responsibility to the Executive Director or to another Officer or agent of the Corporation. The Treasurer will dispose of funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and will render to the President or the Board, whenever she, he, or it may require it, an account of the financial condition of the Corporation and of all transactions and actions of the Treasurer, unless the Board assigns such responsibility to the Executive Director or to another Officer or agent of the Corporation. The Treasurer will perform such other duties as may be assigned by the Board. In the absence of any Vice President, the Treasurer will have all the powers and perform all the duties of the Vice President or, in turn, the President. The Board has the power to establish policies regarding the sharing, delegation, and oversight of responsibilities of the Treasurer and the Executive Director, if any, and with respect to the subject matter of such policies, the powers, authorities, actions, and responsibilities of the Treasurer and Executive Director will each be held and implemented according to such established policies. Section 6: Resignation, Effective Date A. Resignation:​ Any Officer may resign at any time by giving written notice to the President, the Secretary, or the Executive Director of the Corporation, and the officer to which such notice is delivered will notify the full Board. B.

Effective Date:​ An Officer’s resignation will take effect when the notice is delivered by the resigning officer, unless the notice itself specifies a future date. Unless it is otherwise specified in the notice, the acceptance of such resignation will not be necessary to make it effective.

Section 7: Removal Any Officer may be removed from such office by the Board with or without cause. Section 8: Vacancies The Board will fill any vacancy in any Officer office because of death, resignation, removal, disqualification, or any other cause at the Annual Meeting, a regular meeting of the Board, or a special meeting called for such purpose. Each Officer elected to fill an Officer vacancy will hold office for the duration of the unexpired term of her or his predecessor in office. Section 9: Executive Director The Board has the power to, and may, employ, and in accordance with applicable law, terminate the employment of, an Executive Director.

Adopted January 2, 2017

6 of 12

Any Executive Director will have the responsibility of managing the day-to-day affairs of the Corporation and administering the programs and policies of the Board. The Executive Director will report directly to the President, as liaison to the Board, and to the Board, and will keep the President and Board fully informed of her or his activities. The Executive Director will exercise such authority and perform such duties as may be assigned by the Board. The Board will stipulate the terms and conditions of employment for the Executive Director. Subject to Board authority, direction, and approval, and to budgetary limits approved by the Board, the Executive Director may appoint and employ, and in accordance with applicable law, may terminate the employment of, any professional and support staff or agents necessary to serve the Corporation. ARTICLE V COMMITTEES Section 1: Board Power to Create, Directors as Members, Committee Authority A. Power to Create:​ ​The Board may create one or more committees and appoint Directors or other such persons as the Board may designate to serve on the committee or committees. B.

Directors on Committees:​ ​With certain exceptions described in this Article V, Section 1, B, each committee must contain at least two Directors, and, as required under the Illinois General Not For Profit Corporation Act of 1986, as may be amended, the majority of the members of each committee must be Directors, provided that Committees relating to the election, nomination, qualification, or credentials of Directors, or other committees involved in the process of electing Directors, may be composed entirely of non-directors. All committee members will serve at the pleasure of the Board. In the event the majority of members of any committee are not Directors of the Corporation, the votes or recommendations of the non-director committee members will be advisory only, and per this Article V, Section 2, below, the determinations of the committee members that are Directors will be the determinations of such committee.

C.

Authority of Committees:​ To the extent specified by the Board, each committee may exercise the authority of the Board in the management of the Corporation, provided that a committee may not:

1.

Adopt a plan for the distribution of the assets of the Corporation or for dissolution;

2.

Fill vacancies on the Board of Directors or on any committees designated by the Board;

3.

Elect, appoint or remove any Officer, any Director, or any member of any committee or fix the compensation of any member of any committee;

4.

Adopt, amend, or repeal the Bylaws or the Articles of Incorporation of the Corporation;

5.

Adopt a plan of merger or adopt a plan of consolidation with another corporation;

6.

Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property or assets of the Corporation; or

7.

Take any action inconsistent with any resolution or action of the Board when such resolution or action of the Board provides, by its terms, that it must not be amended, altered, or repealed by action of a committee.

Section 2: Quorum, Voting

Adopted January 2, 2017

7 of 12

A. Quorum:​ Subject to this Article V, Section 1, B, above, unless the appointment by the Board requires a greater number, a majority of the entire committee will constitute a quorum for committee action at any meeting of the committee. If required under Article V, Section 1, B, above, where a majority of members of a committee are not Directors of the Corporation, a majority of the Directors who are members of such committee will constitute a quorum for committee action at a meeting of such committee. B.

Voting:​ Whenever a majority of members of a committee are Directors of the Corporation, the act of a majority of committee members present and voting at a meeting at which a quorum is present will constitute the act of the committee or, as applicable under this Article V, Section 1, B, above, whenever a majority of the members of a committee are not Directors of the Corporation, the act of a majority of Directors who are members of such committee who are present and voting at a meeting at which a quorum of such committee is present will constitute the act of the committee.

Section 3: Participation at Committee Meetings by Conference Telephone A. Electronic Participation:​ Committee members may participate in and act at any committee meeting by telephone or other communications equipment, so long as all persons participating in the meeting can communicate with each other concurrently, provided that any business of the Corporation which is subject to the Illinois Open Meetings Act, if any, will be subject to the participation requirements of the Illinois Open Meetings Act. B.

Attendance and Presence:​ Telephonic or electronic committee member participation in a meeting allowed under these Bylaws constitutes attendance and presence in-person at the meeting.

Section 4: Times, Places, Notice of Meetings of Committees Subject to the control of the Board, each committee by majority vote of its members or, as applicable under this Article V, Section 1, B and Section 2, above, by majority vote of its members who are Directors of the Corporation, will determine the times and places of meetings of the committee and the notice required therefor. Section 5: Informal Action of Committees A. General:​ Any action required to, or which may, be taken at a meeting of a committee may be taken without a meeting if it is consented to in writing by the all of the committee members entitled to vote with respect thereto, provided that any business of the Corporation which is subject to the Illinois Open Meetings Act, if any, will be subject to the action requirements of the Illinois Open Meetings Act. B.

Written Consent:​ The written consent must be evidenced by one or more written approvals from the committee members entitled to vote thereon. Each approval must set forth the action to be taken and provide a written record of approval. The approvals must be delivered to the Secretary or Executive Director of the Corporation and filed in the corporate records. Email, facsimile, and other electronic communication and conveyances are acceptable forms, delivery systems, and evidences, of written approval records and consents.

C.

Effective Date:​ Any action taken by a committee pursuant to this Article V, Section 5 will be effective when all of the committee members entitled to vote with respect thereto have approved of/consented to the action in writing, unless the consent specifies a different effective date.

Section 6: Committee Chair One Director serving on each committee will be appointed chair of the committee. Section 7: Term, Vacancies

Adopted January 2, 2017

8 of 12

A. Term:​ Each member of a committee will remain on that committee until the next Annual Meeting of the Corporation and until his or her successor is appointed, unless the committee is terminated or the member is removed from the committee by the Board. B.

Vacancies:​ Vacancies in the membership of any committee may be filled by appointments made in the manner provided for in this Article V, Section 1, A.

ARTICLE VI INDEMNIFICATION Section 1: Indemnification of Parties The Corporation will indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Director, Officer, employee, or agent of the Corporation against expenses (including but not limited to attorneys’ fees and court costs), judgments, fines, and amounts paid in settlement actually and reasonably incurred or to be incurred by such person in connection with such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Corporation. The Corporation will purchase and maintain Directors’ and Officers’ insurance and will notify all Directors of any lapse or termination of such coverage. Section 2: Expenses Actually and Reasonably Incurred To the extent that a present or former Director, Officer, employee, or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Section 1 of this Article VI, or in defense of any claim, issue, or matter with respect thereto, such person will be indemnified by the Corporation against expenses (including attorneys’ fees and court costs) actually and reasonably incurred by such person in connection with such proceeding, claim, issue, or matter if that person 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. Section 3: Unauthorized Action or Misconduct, Not Exclusive of Other Rights, Fullest Extent A. Unauthorized Action or Misconduct:​ The indemnification rights described herein above will not apply to any present or former Director, Officer, employee, or agent of the Corporation to the extent such person’s actions which are the subject of such prospective indemnification were not within such person’s authority or were not for an authorized corporate purpose or the person is liable for misconduct or for willful or wanton conduct. B.

Not Exclusive of Other Rights:​ Such rights of indemnification will not be exclusive of any other rights to which such Director, Officer, employee, or agent may be entitled apart from this provision.

C.

Fullest Extent:​ The Corporation will have the power to give other indemnification to the fullest extent permitted by law. ARTICLE VII BOOKS AND RECORDS

Section 1: Corporate Records The Corporation will maintain the following books and records at its registered office or principal place of business: A. Accurate and complete books and records of account; B.

Original or other copies of its corporate documents;

Adopted January 2, 2017

9 of 12

C.

The original copy (which may include but is not limited to a digital version) of its Bylaws, including all amendments and alterations;

D. The minutes of the proceedings or records of actions of the Board of Directors and any committees established by the Board; E.

All documents relating to the Corporation’s tax status;

F.

All payroll and other personnel records relating to employment of the Corporation.

Section 2: Right of Inspection A. General Right of Inspection:​ Any Director, and any Member, may examine the Corporation’s books, records, and minutes or similar records (including but not limited to written consents) related to any corporate proceedings, provided that he or she has a proper purpose for so doing. This inspection must take place at a mutually agreed upon time. B.

Inspection by Agents:​ A Director’s agent or attorney may be afforded the same right of inspection provided under this Article VII, Section 2, A. ARTICLE VIII MISCELLANEOUS

Section 1: Offices A. Principal and Other Offices: ​The principal office of the Corporation in the State of Illinois will be determined by its Board, and the Board may change the principal office or add offices within or without Illinois. B.

Registered Office:​ The Corporation will continuously maintain in the State of Illinois a registered office and a registered agent. The registered agent’s business office will be identical with the Corporation’s registered office, and the registered agent may have other offices within or without the state.

Section 2: Depositaries All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation in any banks, trust companies, or other depositaries designated by the Board. Section 3: Checks, Drafts, Notes, Powers to Sign A. Checks, Drafts, Notes:​ ​All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Corporation must be signed, endorsed, or executed by the President, Treasurer, Executive Director, or other individual(s) who has been given signatory authority by the Board. The Board has the power to establish policies regarding the issuance, signing, endorsement or execution of checks, drafts, orders, payments, notes, evidences of indebtedness, and disbursements of the Corporation, and all checks, drafts, orders, payments, notes, evidences of indebtedness, and disbursements will be issued, signed, endorsed, or executed according thereto. B.

Powers to Sign, Endorse, or Execute:​ In the absence of such determination or applicable policy by the Board, all such instruments referred to in this Section 3 of this Article VIII must be signed by the President of the Corporation.

Section 4: Fiscal Year

Adopted January 2, 2017

10 of 12

The fiscal year of the Corporation will end on the last day of December and begin on the first day of January of each year. Section 5: Delivery of Notice Any notices which must or may be delivered under these Bylaws must be in writing and will be deemed “delivered” when any of the following occurs: A. Notice is transferred or presented to the proper party; B.

Notice is deposited in the United States mail with proper postage and is addressed to the proper party at her, his, or its address as it is listed in the records of the Corporation or according to any other contact information appearing on the records of the Corporation; or

C.

Notice is transmitted by electronic means such as e-mail, facsimile, or any other method of correspondence authorized or determined acceptable by the Board.

Section 6: Authority to Enter and Sign Instruments and Documents A. Entry into and Signing of Documents and Instruments Authorized or Ratified by Board:​ ​Every contract entered into, including but not limited to any loans or other evidences of indebtedness, issued in the name of or on behalf of the Corporation must be authorized or ratified, in general or specifically, by the Board or may by authorized by any committee or other party empowered by the Board, generally or specifically, to authorize the entering into of certain contracts, provided that any such power granted by the Board will be subject to the control and direction of the Board. B.

Designated Signor or Agent Determined by Board:​ ​Except as otherwise provided by law, all checks, drafts, promissory notes, and other evidences of indebtedness issued in the name of the Corporation and all contracts, deeds, mortgages, and other instruments executed in the name of and on behalf of the Corporation must be executed and attested by the President, in such manner, as may be determined by the Board, unless the Board assigns such authority to the Executive Director or to another Officer or agent of the Corporation.

Section 7: Gifts The Board of Directors 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. Gifts delivered to any particular Director will be received on behalf of the Corporation and delivered by that Director to the Corporation. Receipts will be delivered to all donors. Section 8: Stock The Corporation, as an Illinois not-for-profit corporation, will not have or issue shares of stock. Section 9: Construction If any portion of these Bylaws is found by a court of competent jurisdiction to be invalid or inoperative, then so far as is reasonable and possible: A. The remainder of these Bylaws will remain in full force and effect and be considered valid and operative; and B.

Effect will be given to the intent manifested by the portion held invalid or inoperative.

Section 10: Effective Date

Adopted January 2, 2017

11 of 12

These Bylaws will be effective upon acceptance or adoption by the Board of Directors. ARTICLE IX AMENDMENTS These Bylaws may be altered, amended or repealed, and new bylaws may be made and adopted, at any Annual Meeting or regular meeting of the Board, or at any special meeting called for that purpose, by the affirmative vote of a majority of Directors then serving, provided that the Executive Director or President will have the power to correct simple typographical and other similar errors appearing within these Bylaws. Whenever the Corporation’s Bylaws are proposed to be amended, altered, repealed, or new bylaws are proposed to be made or adopted, at any meeting of the Board, notice regarding such action must be provided to all Directors entitled to vote with respect thereto at least forty-eight (48) hours prior to such meeting. ARTICLE X PARLIAMENTARY AUTHORITY Roberts Rules of Order, as may be revised from time to time, will be the parliamentary guide for matters not covered by these Bylaws. ARTICLE XI GOVERNING LAW, CHOICE OF FORUM, INCONSISTENCIES These Bylaws, any amendments to these Bylaws, and any claim, dispute, or cause of action arising under or pertaining to these Bylaws, including all matters of construction, validity, and performance, are governed exclusively by the terms of these Bylaws and construed and enforced in accordance with the laws of the State of Illinois, without respect to its conflict of laws rules. In the event of any inconsistency between these Bylaws and the Illinois General Not For Profit Corporation Act of 1986, as amended, the terms of these Bylaws will govern to the fullest extent permitted by applicable law. Illinois State and Federal courts are the exclusive forums for any claim, dispute, or cause of action arising under or pertaining to these Bylaws.

Adopted January 2, 2017

12 of 12