Board of Directors Meeting / 501(c)(3) Organizing Meeting February 6, 2016 AGENDA 1. Call to Order 2. Organize this corporation A. Ratify Articles of Incorporation as received by the office of the Secretary of State of Illinois (See here: https://drive.google.com/open?id=0BxkVjGVw6wwlYVk4R1NNVmdPbFE

B. Adopt proposed Bylaws See here: https://docs.google.com/document/d/1hyhbgV-olgiqHM77B7MTMqTTMPxjth5axB FqnnWpSn0/edit C.

Elect Officers; See slate of proposed officers here: https://drive.google.com/open?id=11kwtk8-anBVbynVa0OndIcUY09XPNLzixvX_ D1PST6g

D. CONSENT AGENDA ORGANIZING ITEMS:

a.

Determine principal place of business (900 Chicago Avenue, Suite 104) and authorize the corporation to change the principal office or add corporate offices or business locations; b. Authorize the corporation to hire an Executive Director and to establish associated terms of employment for that Executive Director; c. Authorize the President to prepare or have prepared, and to execute, any employment agreement necessary or useful for the hiring of the Executive Director; d. Authorize the corporation’s Treasurer, Executive Director, or Vice President to obtain the corporation’s Federal Employment Identification Number; e. Authorize the corporation to transact banking business at such banks as the Board approves; f. Authorize the Treasurer or Executive Director to establish accounts at those banks approved by the Board, to execute all resolutions required by those banks in association with the establishment of accounts, and to endorse all checks and other payments and funds of the corporation or to be administered by the corporation to the credit of the corporation into those accounts; g. Subject to the Board’s control and direction, authorize the Treasurer, Executive Director, or President with general authority to make all payments necessary or useful to the approved business of the corporation,unless the Board authorizes other Officers with specific authority to make certain corporate payments; h. Authorize the Treasurer or Executive director to open a credit card account on behalf of the corporation; i. Subject to the Board’s control and direction, authorize the Executive Director with the broadest authority available to her or him under the Bylaws; j. Authorize the corporation to engage professional advisors including but not limited to an attorney, accountant, bookkeeper, and tax preparer, as approved by the Board; k. Resolve the corporation’s fiscal year as the calendar year, ending on the last day in December and beginning on the first day in January; l. Authorize the corporation to engage any independent contractors necessary or useful to the business of the corporation; m. Authorize the Executive Director to execute any instruments and documents necessary or useful to engage the corporation’s independent contractors; n. Authorize the Executive Director and President with general authority to execute corporate contracts and agreements as approved by the Board, the corporation’s Committee’s with applicable approval authority, or as otherwise necessary to make effective the approved business of the corporation; o. Authorize the Executive Director to cause the corporation to be in compliance with all of its legal obligations in all jurisdictions in which it conducts business and to prepare or cause to be prepared, and to execute and file, all related forms, documents, and instruments;

p.

q. r.

s.

t.

u.

v. w.

x.

E.

Authorize the Executive Director to prepare and file any notices, documents, or instruments necessary or useful to provide third parties and governmental agencies with notice of the corporation’s principal place of business; Authorize the corporation to form an Executive Committee, a Marketing Committee, a Placemaking Committee; and a Governance/Audit Committee; Appoint the Chairs of each Committee and authorize those Committees to invite and appoint members to serve each respective Committee according to the corporation’s Bylaws; Authorize the Executive Director or other Officer charged with providing notices on behalf of the corporation, including but not limited to notice of meetings of the Board and all Committees of the corporation, to provide those notices through email; Authorize the corporation to receive the transfer and assignment of Chicago Dempster Merchants Association’s assets, rights and interests pursuant to that corporation’s Plan of Distribution; Authorize the corporation to be a party to the Plan of Distribution and authorize the President, Vice President, and/or the Executive Director to execute and make effective the same Plan of Distribution; Authorize the corporation to receive and administer the tax funds levied and collected in association with Evanston, Illinois Special Service Area No. 6; Authorize the Corporation, its Directors, Officers and Executive Director to take action to engage in the business of the Corporation in accordance with its stated purposes and to engage in any other related activities necessary or useful to the business of the Organization; Authorize the Executive Director to take any and all actions and to execute and deliver any and all instruments and documents necessary or useful to carry out the intents, accomplish the purposes, and make effective all of the authorizations granted during this meeting.

Ratify policies required on the 990: a.

b.

c.

d.

Conflict of Interest Policy (See here: https://drive.google.com/open?id=0BxkVjGVw6wwlanRZRkNDcVNiRzhNanVuM DN4UkwzTjk0a1dN Joint Venture Policy (See here: https://drive.google.com/open?id=0BxkVjGVw6wwlSFZWQlF5TVlxMHFFR3lLW Eg2ZVp0ZmFDQlI4​) Whistleblower Policy (See here: https://drive.google.com/open?id=0BxkVjGVw6wwlNU9iRjMtMjdaM0pLYjYtWTV zOUo5WHI2WkhB​) Document Retention Policy (See here: https://drive.google.com/open?id=0BxkVjGVw6wwlTGJraFBqS0JhaWUyQUpKR G40emRzR3F4eFdB​)

F.

Ratify policies referred to in the Bylaws, as recommended by the Exec Committee, for inclusion in Main-Dempster Mile Policies and Procedures Manual a.

b.

c.

d.

e.

Eligibility Requirements for serving on the Board of Directors (Bylaws Article II, Section 2.D “Qualifications”)​: RECOMMENDED - Board candidates must attend three (3) committee meetings and attend one (1) Board of Directors meeting to be eligible to sit on the Board. Notice of Meetings (Article III, Section 9 “Notice of Meetings”):​ TBD (NOTE: Our attorney does not believe we are bound by the Open Meetings Act, so this policy requires more discussion before a recommendation can be made.) Authorization to execute contracts (Article IV, Section 2 “President”): RECOMMENDED: The Executive Director is authorized to execute contracts of $9,999 or less. Above $10,000, two signatures are required on a contract (second signature may be either the President or the Treasurer) Authorization to work on the Board’s behalf (Article IV, Section 2 “President”) ​ ​The Executive Director is assigned the responsibility to carry all orders, resolutions, and directives of the Board into effect. Communications and Document retention (Article IV, Section 4 “Secretary”): RECOMMENDED - The Executive Director is ​assigned responsibility to give all

f.

g.

notices according to policies, and retain all documents according to policies Authorization to manage Finances and keep financial records and reports (Article IV, Section 5, “Treasurer”):​ RECOMMENDED - The Executive Director is assigned responsibility to d​ ispose 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 Authorizations to conduct financial transactions on behalf of the association (Article ​VIII,

Section 3.A “Checks, Drafts, Note”) ​RECOMMENDED - ​The Executive Director is

h.

i.

authorized to conduct financial transactions of $9,999 or less. Above $10,000, two signatures are required on a contract (second signature may be either the President or the Treasurer) Authorizations to execute contracts (Article VIII, Section 3.B “Powers to Sign, Endorse or Execute):​ RECOMMENDED - The Executive Director is authorized to execute contracts of $9,999 or less. Above $10,000, two signatures are required on a contract (second signature may be either the President or the Treasurer) Authorization to amend the bylaws (Article IX, “Amendments”): RECOMMENDED - The Executive Directors and officers are empowered to fix simple typographical errors in the Bylaws without the approval of the Board of Directors.

j.

Financial Reporting Policy:​ RECOMMENDED - The Executive Director will meet once a month with the Treasurer to examine finances, and will report financial status to the Board once a month following that meeting.

3. Any New Business 4. Adjourn