Article I – Purpose

The Corporation is organized exclusively for the purpose of improving general business conditions in Southern Illinois, within the meaning of Section 501(c)(3) of the Internal Revenue Code. More specifically as follows:

1. To assist in projects, undertakings, studies and other activities in cooperation and in coordination with local governmental and civic bodies for industrial development.
2. To aid, assist and foster the industrial planning, replanning, development, renewal, redevelopment and improvement of Southern Illinois
3. To promote industrial development and expansion of industrial, professional and civic enterprises in Southern Illinois.
4. To formulate plans to avoid community deterioration;
5. To promote the development of human and natural resources, including housing, jobs, job training and placement, child care services and health delivery services to improve the quality of living and overall economic growth of the area.
6. To secure related facilities, services and conditions, economic and otherwise, conducive to the progress and general welfare of the community.
7. To secure cooperation of as many social and economic interests within Southern Illinois as possible.
8. To carry on such activities, and to deal with and expend any corporate property and income therefrom for any of the aforementioned purposes without limitation, except such limitations, if any, as many be contained in the instrument under which such property is received, the certificate of incorporation, or any other limitations that are described by the law.
9. To buy, own, sell, convey, assign, mortgage or lease any interest in real estate and personal property, and to construct, maintain and operate improvements thereon necessary, or incident to the provision of such industrial development as described herein;
10. To take, accept, hold and acquire by bequest, devise, gift, purchase, loan or lease any property, real, personal or mixed, whether tangible or intangible, without limitation as to kind, amount or value.
11. To make loans, grants or pledges of any such property, or any interest therein or proceeds therefrom, and to invest and reinvest the principle and receipts therefrom, if any.

Article II – Offices

The Corporation shall have and continuously maintain in this State, a registered office, and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Directors may from time to time determine.

Article III – Board of Directors

 Section 1. General Powers. Its Board of Directors shall manage the affairs of the

Corporation. The Board may, at its discretion, appoint an Executive Director, with powers and duties as set forth herein.

Section 2. Classes of Directors. The Corporation shall have three classes of members.

The designation of such classes and the qualifications of the members of such classes shall be as follows:

Class I – Appointed. Appointed Directors on the Board shall be appointed by any entities providing at least 10% of the Corporation’s budget. Entities meeting this requirement may appoint one Director for each 10% increment. Appointed Directors shall serve a one (1) year term, which shall commence with the beginning of each fiscal year. There shall be no more than twelve (12) Appointed Directors. In the case of a funding contribution which shall be a fraction of the Corporation’s budget greater than 10%, but not evenly divisible by 10, the Board of Directors shall determine each year in the most equitable manner possible which funding entity’s shall appoint the incremental appointed members of the Board.

Class II – Elected Directors. There shall be eleven (11) Elected Directors. Initially, four (4) directors will be elected to a one (1) year term, four (4) shall be elected to two (2) year terms, and three (3) shall be elected to three (3) year terms. At the expiration of any initial term, subsequent terms shall be for three (3) years. No director may serve as an Elected Director for more than three (3) consecutive terms.

Class III – Advisory Directors. The Board may annually appoint Advisory Directors which shall have the same benefits and responsibilities as other directors, except that they may not vote on any issues, nor shall they be considered when determining a quorum.

Article III shall not be amended except by approval of three-fourths of all the members of the Corporation.

Section 3. Election of Class II Directors. Initially, during the establishment of the

Corporation, Class II directors shall be appointed by mutual agreement of the Executive Committees, or Councils of the funding sources. Thereafter, the Class I and Class II Directors shall annually nominate qualified individuals to serve as elected directors, with each director casting as many votes as there are open positions, with no cumulative voting permitted.

Section 4. Voting Rights. Each Class I and Class II Director shall be entitled to one vote on each matter submitted to a vote of the Board.

Section 5. Resignation. Any director may resign by filing a written resignation with the

Secretary.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors will be filled by the Elected Board Members, if an Elected Director, or any of the appointing organizations, if appointed.

Section 7. Conduct. All board members, in pursuit of the Corporation’s purposes, are subject to privileged and proprietary information, and should use discretion in that information’s exposure and use. All Directors shall be held harmless by the Corporation from liability for any acts associated with the operation of the Corporation, unless such arts are later determined in a court of law to be of a criminal nature.

Section 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by the law or by these By-Laws.

Section 9. Compensation. Unless specifically authorized by the Board of Directors, no

Directors or Officers (other than the Executive Director) shall receive any compensation for service. However, any Director may be reimbursed for actual expenses incurred by him or her in carrying out the objectives of the corporation when approved by the Board of Directors. All such expenses shall be itemized in writing.

Article IV – Meetings of the Board

Section 1. Annual Meeting. An annual meeting of the Board of Directors shall be held during the month of May each year for the purpose of electing Directors and such other business as may come before the Corporation. The time and place of such meeting shall be determined by a resolution of the Board of Directors and each Director shall be given notice of such meeting, in the manner described herein, at least 21 days in advance.

Section 2. Business Meetings. Business meetings of the Board may be called either by the Board President (who will preside at all board meetings), the Vice-President or by three (3) board members. Business meetings may be called by written notice, either by US Mail, by electronic e-mail, or by telephone to each Board member without a time element for notification.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting. The person (or persons) calling a Business meeting of the Board of Directors shall designate the place and time of a Business Meeting. A specially called electronic business meeting may be held in lieu of a physical meeting. If no designation is made, the place of meeting shall be the registered office of the Corporation in the State of Illinois, provided, however, that if all of the members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4. Notice of Meetings. Notice of a meeting of the Board of Directors stating the place, day and hour of any meeting of members shall be delivered to each board member entitled to vote at such meeting, by or at the direction of the Board President, or the Secretary, or the officers or persons calling the meeting. when required by statue or by these By-Laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5. Quorum. Thirty Three and one-third (33-1/3) percent of the Board members that are eligible to vote at any meeting shall constitute a quorum. If a quorum is not present (in person, by proxy, or electronically) at any meeting of the Board, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 6. Participation by Proxy or Electronically. At any meeting of the Board, a member entitled to vote may vote in person, by proxy executed in writing by the Board member or by his duty authorized attorney-in-fact, or may participate using electronic communication. No proxy shall be valid after thirty days from the date of its execution unless otherwise provided in the proxy.

Article V – Officers.

Section 1. Officers. The Officers of the Corporation shall be the Board Chairman, a Vice Chairman of the Board, a President, a Vice-President of Internal Affairs, a Vice President of External Affairs, a Treasurer, a Secretary and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including an Executive Director, an Associate Director, one or more Assistant Secretaries, and one or more Assistant Treasurers, as the Board shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The Secretary and Treasurer may be filled by people who are not members of the Board of Directors.

Section 2. Election and Term of Office. The Officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of

Directors. 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 successor shall have been duly elected and shall have qualified.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors 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.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Board Chairman. The Board Chairman shall preside at all meetings of the members of the Board of Directors and Executive Committee. He (she) will direct all relationships with prospective industries, represent the Corporation at public events, have all liaisons with the media, and direct long range planning. He (she) may sign with the Secretary, or Assistant Secretary, or any other proper officers of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors had authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, or by statue to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of the Board Chairman, and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice Chairman of the Board. The Vice-Chairman of the Board (VC) will also serve as Chief Operating Officer (COO) of REDCO. In the absence of the Board Chairman, or in the event of his (her) inability or refusal to act, the VC shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. He (she) will have general oversight of, and continuous liaison with the Executive Director and Associate Director, if one or both are appointed. The VC will have oversight of the Secretary and Treasurer, be responsible for cash management, and attend to the legal affairs of the Corporation. He (she) may sign with the Secretary, or Assistant Secretary, or any other proper officer of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors had authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these by-laws, or by statue to some other officer or agent of the Corporation; and in general shall perform all duties incident to the Office of Vice Chairman of the Board, and such other duties as may be prescribed by the Board of Directors from time to time.

Section 7. President. The President shall be responsible for management of the

Industrial Park, have a continuing liaison with all Corporation supporting entities or partners, lead all fund raising activities of the Corporation and work on other activities as directed by the Chairman of the Board of Directors. He (she) may sign with the Secretary, or Assistant Secretary, or any other proper officer of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors had authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these by-laws, or by statue to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of Board Chairman, and such other duties as may be prescribed to the office of Board Chairman, and such other duties as may be prescribed by the Board of Directors from time to time.

Section 8. Vice-Presidents. In the absence of the President or in the event of his (her) inability or refusal to act, the Vice-President of Internal Affairs shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. He (she) shall perform other such duties as from time to time may be assigned to him by the President, COO, or Board of Directors. The Vice-President of External Affairs shall perform such the duties as from time to time may be assigned to him (her) by the Chairman, or by the President, COO, or Board of Directors.

Section 9. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of, and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-Laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the COO of by the Board of Directors.

Section 10. Secretary. The Secretary shall keep, or cause to be kept, the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these By-Laws, or as required by law; be custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the

COO or by the Board of Directors.

Section 11. Assistant Treasurers and Assistant Secretaries. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the COO, or the Board of Directors.

Article VI – Committees

Section 1. Committees of Directors. The Board of Directors by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors appointed by the Board Chairman, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be directors of the Corporation, and the Board Chairman of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 3. Terms of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Committee Chairperson. The Board of Directors Board Chairman shall appoint one member of each committee as Chairperson of the committee.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointment.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of

Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

Article VII – Contracts, Checks, Deposits and Funds

Section 1. Contracts. The Board of Directors may authorize any officer of officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract, or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general, or confined to specific instances.

Section 2. Checks, Drafts, Etc. 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 of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer, or an Assistant Treasurer, and countersigned by the another officer, or in the absence of the Treasurer or Assistant Treasurer, signed by any two officers of the Corporation.

Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. 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.

Article VIII – Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings by the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

Article IX – Fiscal Year

The fiscal year of the Corporation shall begin on the first day of May and end on the last day of April in each year, beginning May 1, 1999

Article X – Waiver of Notice

 Whenever any notice is required to be given under the provisions of the General Not For

Profit Corporation Act of Illinois, or under the provisions of the Articles of Incorporation, or the By-Laws of the Corporation, 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 XI – Amendments to By-Laws

Except as provided in Section 1, Article III, these By-Laws, excepting Article XIV which can never be amended or repealed, may be altered, amended or repealed and new by-laws may be adopted by a two-thirds vote of all Directors present at any meeting of the Board of Directors, provided, that in the case of any meeting other than the Annual Meeting, at least two days written notice is given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting.

Article XII – Executive Committee

The Regional Economic Development Corporation (REDCO) hereby creates a standing committee to be known as the “Executive Committee” and herewith empowers this committee with the authority to operate/manage the REDCO affairs on a day-to-day basis subject to the dictates of the full Board. The voting members of this committee shall be the Board Chairman, the Vice Chairman of the Board, and the President of REDCO. Two additional non-voting members will be the Executive Director and the Associate Director. Additional officers and/or committee chairpersons of REDCO may be added to the Executive Committee by the Board Chairman.

Article XIII – Advisory Committee

The Regional Economic Development Corporation (REDCO) may create an Advisory Committee (“Advisory Committee”) to REDCO. Members of the Advisory Committee shall be appointed by the Board of Directors of REDCO when needed to assist in all phases of the economic growth of the area. The Board will determine the need, size and appointment term of this committee.

Article XIV – Dedication and Distribution of Assets

Section 1. Distribution of Assets. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 herein. 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 provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempted from federal income tax under section 501(c)(6) 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.

Section 2. Dissolution. Upon the dissolution of the corporation, assets shall 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 shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall 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 purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

By-Laws changes approved by the Board of Directors at the Corporation’s regularly scheduled meeting on August 19, 1999 at Marion, IL and the first annual meeting on May 16, 2000, at Carterville, IL.

Article XI and Section 5 of Article IV was amended by the Board of Directors at the

Corporation’s regularly scheduled meeting on August 19, 1999, at Marion, IL.

Article XIV amended by the Board of Directors at the Corporation’s regularly scheduled meeting on August 19, 1999, at Marion, IL.

Article XV approved by the Board of Directors on May 16, 2000, at Carterville, IL)

By-Laws changes approved by the Board of Directors at the Corporation’s second annual meeting on May 15, 2001, at Carterville, IL.

Article III Section 2, Class I Appointed Directors was amended by the Board of Directors on May 15, 2001 at Carterville, IL.

Article IV Section 2 and Section 3 were amended by the Board of Directors on May 15, 2001 at Carterville, IL.

Article V Section 1. was amended by the Board of Directors on May 15, 2001, at Carterville, IL.

All references to “Chairperson” or “Vice-Chairperson” in the by-laws were changed to “President” and “Vice-President” respectfully.

Article XII – Executive Committee was amended by the Board of Directors on May 15, 2001, at Carterville, IL.

By-Law changes approved by the Board of Directors at the Corporation’s third annual meeting on May 14, 2002 at Carterville, IL.

Article 1 – Purpose was amended to change the IRS code to Section 501(c)(3).

Article IV – Meetings of the Board Section 2, 3, and 4 were amended to change name of officers and to authorize an electronic business meeting instead of a physical meeting.

Article V – Officers Section 1, 5, 6, 7, 8 9, 10, and 11 were amended or added to change names and duties of officers.

Article VI – Committees Section 1, 2, and 4 were amended to change name of officers and other changes were made.

Article VII – Contracts, Checks, Deposits and Funds Section 2 was changed to reflect changes on how evidences of indebtedness issued by the Corporation are countersigned.

Article XII – Executive Committee was amended to change language on how members of the Executive Committee are appointed.

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