the bylaws

BY LAWS

OF

THE PIC FOUNDATION

of

PARTNERSHIP FOR CURES

ARTICLE I

 OFFICES

THE PIC FOUNDATION (hereinafter called "the chapter") of Partnership for Cures (hereinafter called "the corporation") shall maintain an office in the State of Illinois at the corporation headquarters and may have such other offices within or without the State of Illinois as may from time to time be designated by the chapter board of directors.

ARTICLE II

 MEMBERSHIP

The chapter may have members, as long as the members are not required to pay dues to belong to the chapter.

ARTICLE III

 BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The affairs of the chapter shall be managed by its board of directors, which shall have such powers as are set forth in other Articles hereof and other powers including, but not limited to, the following:

  • A. Implementing the provisions of the chapter by-laws.

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  • B. Providing input on the use of funds that are deposited with the corporation for use in supporting the missions of the chapter and the corporation.

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  • C. Request expenditures from the funds to implement the chapter’s goals and purposes.

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  • D. Appointing or authorizing the appointment of volunteer administrative staff and others to assist in carrying out the purposes and resolves of the chapter.

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  • E. Performing all other acts consistent with the by-laws that may be needed to carry out the purposes and resolves of the chapter.

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    SECTION 2. NUMBER, TERMS, QUALIFICATIONS AND ELECTIONS

    A. NUMBER. The number of directors shall be no less than three (3) and no more than eleven (11). The number of directors may be decreased to not fewer than three (3) or increased to any number from time to time by amendment of this section.

    B. TERM. The first board of directors shall hold office until the first annual meeting of the board of directors or until their successors shall have been elected and qualified. Each director shall otherwise hold office for the term of one (1) year and until his successor shall have been elected and qualified. A director may serve more than one (1) term of office as a director, which terms may, but need not, be successive.

    C. QUALIFICATIONS. Directors need not be residents of the State of Illinois. Directors shall be selected on the basis of their ability and willingness to contribute their efforts or support to the implementation of the charitable, educational and other exempt purposes of the chapter.

    D. ELECTION OF DIRECTORS. At each annual meeting of the board of directors, the board of directors shall nominate at least that number of candidates for directors equal to the number of directors. Each director may nominate one candidate for each position on the board, including himself or herself to succeed himself or herself in office. Each director shall have one vote for each position on the board to be filled, and voting shall not be cumulative. The nominees receiving the largest number of votes shall be elected.

    E. RESIGNATION. Any director of the chapter may resign at any time by giving written notice to the chairman or the secretary of the chapter. The resignation of any director shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

    SECTION 3. REGULAR MEETINGS. A regular annual meeting of the board of directors shall be held on the second (2nd) Monday in June commencing in 2007 without other notice than these by-laws at such time and place as may be fixed by the chairman. The board of directors may provide by resolution the time and place for the holding of additional regular meetings of the board without other notice than such resolution.

    SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the chairman of the chapter or any two (2) directors. The person or persons calling the meeting may fix any place as the place for holding any special meeting of the board of directors called by him or them.

    SECTION 5. NOTICE. Except as otherwise required by statute, notice of any special meeting of the board of directors shall be given at least fourteen (14) days prior thereto by written notice to each director at his address as shown by the records of the chapter. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by facsimile, such notice shall be deemed to be delivered upon completion of transmission. If notice is given by electronic mail or other electronic means, such notice shall be deemed to be delivered upon completion of transmission without return as undeliverable. Notice of any special meeting of the board of directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at and the purpose of a special meeting of the board shall be specified in the notice or waiver of notice of such meeting.

    SECTION 6. QUORUM. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that if less than a majority of the board of directors are present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.

    SECTION 7. 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, unless the act of a greater number is required by statute or these by-laws.

    SECTION 8. INFORMAL ACTION BY DIRECTORS. Any action required by the General Not For Profit Chapter Act of the State of Illinois or these by-laws to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all directors entitled to vote with respect to the subject matter thereof.

    SECTION 9. VACANCIES. Vacancies occurring in the board of directors, or any directorship to be filled by reason of an increase in the number of directors, shall be filled by the board of directors at any regular or special meeting of the board. A director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.

    SECTION 10. COMPENSATION. Directors shall not receive any salaries for their services in that capacity. Directors shall not receive reimbursement for their expenses of attendance at any meeting of the board or of any committee thereof unless they are required to travel more than 100 miles, in which case they may be entitled to reimbursement of their reasonable travel expenses incurred to attend any such meetings with the prior approval of the corporation.

    SECTION 11. MEETINGS BY CONFERENCE CALL. Unless specifically prohibited by these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or such committee, through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

    SECTION 12. NO PROXIES. No director may act by proxy on any matter.

    ARTICLE IV

     COMMITTEES

    SECTION 1. COMMITTEES OF DIRECTORS.

    A. IN GENERAL. Subject to Paragraph B of this Section 1, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which will consist of at least two (2) directors, which committees, to the extent provided in said resolution or these by-laws, shall have and exercise the authority of the board of directors in the management of the chapter; but the designation and appointment 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, including, without limitation, Section 108.40 of the General Not For Profit Chapter Act of the State of Illinois. Subject to the foregoing, the board of directors may refer or assign any matter to any committee and discharge or terminate any such committee. Notice of any regular or special meeting of any committee shall be given in the same manner as provided in Section 5 of Article III hereof with respect to a special meeting of the board of directors.

    B. EXECUTIVE COMMITTEE. The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint an Executive Committee which shall consist of no less than three (3) directors and shall include those directors who are from time to time the chairman, the vice chairman and the treasurer of the chapter. The Executive Committee shall have and exercise the authority of the board of directors in the management of the chapter except with respect to the following acts and matters, or any other acts or matters expressly reserved by Section 108.40 of the General Not for Profit Chapter Act of the State of Illinois to the board of directors, and except with respect to any functions or authority of the board specifically delegated to another committee by resolution of the board of directors adopted by a majority of the directors in office:

  • (i) Fill vacancies on the board of directors or any of its committees;

  • (ii) Elect, appoint or remove any officer or director or member of any committee, or fix the compensation of any member of a committee;

  • (iii) Amend, alter, repeal or take action inconsistent with any resolution or action of the board of directors when the resolution or action provides by its terms that it shall not be amended, altered or repealed by action of a committee.

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    SECTION 2. TERM OF OFFICE. Each member of a committee shall continue as such 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. Each member of a committee shall serve at the pleasure of the board of directors.

    SECTION 3. CHAIRMAN. One member of each committee shall be appointed chairman by the board of directors.

    SECTION 4. 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 appointments.

    SECTION 5. QUORUM. Unless a greater number shall be provided in the resolution of the board of directors designating and appointing a committee or in these by-laws, 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 6. RULES. The board of directors may adopt rules for the government of any committee not inconsistent with these by-laws.

    SECTION 7. INFORMAL ACTION BY COMMITTEE. Any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all committee members.

    SECTION 8. ADVISORY BODIES. The board of directors may create and appoint persons to a commission, advisory body or other such body which may or may not have directors as members, which body shall not act on behalf of the chapter or bind it to any action, but may make recommendations to the board of directors or to the officers of the chapter. Members of any such body shall be selected on the basis of such qualifications as the board of directors may from time to time determine. No member of any such body shall be entitled to receive any compensation for services rendered in such capacity or reimbursement of expenses of attendance at any meeting of such body; provided that nothing herein contained shall be construed to preclude any such member or an institution with which such member is affiliated from seeking or obtaining direct or indirect funding for his or its research in accordance with Article VI hereof.

    ARTICLE V

     OFFICERS

    SECTION 1. OFFICERS. The officers of the chapter shall be a chairman, vice-chairman, a treasurer and a secretary and any such other vice chairmen, assistant treasurers, assistant secretaries or other officers as may be appointed by the board of directors. Officers whose authority and duties are not prescribed in these by-laws shall have the authority and perform the duties prescribed from time to time by the board of directors. Any two or more offices may be held by the same person.

    SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the chapter 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 may be convenient. Vacancies may be filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and qualified, unless the office is vacated prior to that time. Election of an officer shall not of itself create contract rights.

    SECTION 3. REMOVAL. Any officer 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 chapter 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 occurring 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. CHAIRMAN. The chairman, subject to the direction of the board of directors, shall formulate policies with respect to the affairs of the chapter, and shall have general powers of supervision and management. Subject to the direction and control of the board of directors, the chairman shall see that the resolutions and directives of the board of directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the board of directors; and, in general, he shall discharge all duties incident to the office of chairman and such other duties as may be prescribed by the board of directors. The chairman shall preside at all meetings of the board of directors. Except in those instances in which the authority to execute is delegated to another officer, employee or agent of the chapter or a different mode of execution is prescribed by the board of directors or these by-laws, he may execute for the chapter any contracts or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the chapter and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. The chairman will also become a member of the corporation Business Advisory Board.

    SECTION 6. VICE CHAIRMAN. The vice chairman shall assist the chairman in the discharge of his duties as from time to time may be assigned to him by the chairman or by the board of directors. In the absence of the chairman or in the event of his inability or refusal to act, the vice chairman 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.

    SECTION 7. TREASURER. The treasurer shall be the principal accounting and financial officer of the chapter. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the chapter; (b) have charge and custody of all funds of the chapter, and be responsible therefor, and for the receipt and disbursement thereof; and (c) 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 chairman or by the board of directors.

    SECTION 8. SECRETARY. The secretary shall record the minutes of the meetings 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 chapter; keep a register of the post office address of each director which shall be furnished to the secretary by such director; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman or by the board of directors.

    SECTION 9. ASSISTANT VICE CHAIRMEN, ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant vice chairmen, assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the vice chairman, the treasurer or the secretary, respectively, or by the chairman or the board of directors.

    SECTION 10. COMPENSATION. Officers of the chapter shall not receive any salaries for their services rendered to the chapter, but shall be entitled to payment or reimbursement any expenses reasonably incurred in performing such services with the prior consent of the corporation.

    ARTICLE VI

    CONFLICTS OF INTEREST

    SECTION 1. DISCLOSURE REQUIREMENT. Any director, officer, key employee, key consultant, Advisor or committee member having an existing or potential financial or beneficial interest (an "Interest") in a contract, resolution, grant or other transaction presented to the board of directors or a committee thereof for deliberation, authorization, approval or ratification (such director, officer, employee, consultant, Advisor or committee member being hereinafter referred to as a "Conflicted Person"), or any person who reasonably believes another person to be a Conflicted Person, shall make a prompt, full and frank disclosure of the Interest prior to the chapter's acting on such contract, resolution or transaction. The Conflicted Person shall disclose promptly the nature and extent of his Interest and any relevant material facts known to him about the contract, resolution or transaction at issue. Such disclosure shall be made in a written statement which shall be provided to the board of directors and the chairman of the chapter.

    SECTION 2. ANNUAL DISCLOSURE STATEMENT. The chapter shall also disseminate an annual disclosure statement to all persons to whom Section 1 of this Article may apply. All such persons shall complete such annual disclosure statement and return it to the chapter. An Interest shall be disclosed regardless of whether or not such Interest may be adverse to the chapter's interest.

    SECTION 3. DEFINITIONS. For purposes of this Article VI only:

    A. INTEREST. An "Interest" shall include a direct or indirect (including through business, investment or immediate family):

    (1) ownership or investment interest in any entity with which the chapter has a transaction, relationship, interest or arrangement,

    (2) compensation arrangement with or pecuniary interest in the chapter or with any entity or individual with which the chapter has a transaction, relationship, interest or arrangement, or

    (3) potential ownership or investment interest in, or compensation arrangement with or pecuniary interest in, any entity or individual with which the chapter is negotiating a transaction, relationship or arrangement.

    B. COMPENSATION. "Compensation" includes (i) direct and indirect remuneration, (ii) grants for medical research purposes, whether made directly by the chapter or indirectly through the efforts of the chapter which result in the introduction of the recipient of the grant to private or institutional donors interested in providing such funding, provided that in the case of indirect funding the chapter also evaluates the research project prior to funding and a condition of the grant includes accountability to the chapter by way of periodic reports, and (iii) gifts or favors that are substantial in nature, but excludes reasonable amounts paid or reimbursed by the chapter as honoraria and travel expenses for participation in or presentation of lectures, seminars, symposia or similar educational activities at the request of the chapter and reasonable amounts paid by the chapter as awards in recognition of a particular scientific achievement or body of work.

    C. IMMEDIATE FAMILY. An individual's "immediate family" shall be deemed to consist of the individual; the spouse or domestic partner of, or person in a similar relationship with, the individual; the parents, siblings, or children of the individual or of the individual's spouse or domestic partner or person in a similar relationship with the individual; and spouses of such siblings or children.

    D. ADVISOR. The term "Advisor" shall be deemed to mean any member of an advisory body described in Section 8 of Article IV hereof who applies or for or receives, or who is affiliated professionally with an institution which applies for or receives, funding for medical research conducted or supervised by such member, whether such funding is made directly by the chapter or indirectly as described in clause (ii) of Paragraph B of this Section 3; provided, that such a member shall cease to be deemed an "Advisor" for purposes of this Article VI with respect to the grant in question upon filing with the chapter of the final periodic report required as a condition of the grant after completion of the particular research project or phase of the research project (as applicable) funded by the grant.

    SECTION 4. VOTING AND PARTICIPATION BY CONFLICTED PERSON. Subject to the restriction set forth in Section 7 of this Article, the disinterested members of the board of directors shall determine, by a majority vote, whether the nature of the Interest constitutes a conflict of interest such that the non-voting and non-participation provisions set forth herein shall be observed by the Conflicted Person. If so, the Conflicted Person shall not vote on, nor use any personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussion or deliberation of the board of directors or any applicable committee (including an advisory body) with respect to, such contract, resolution, grant or transaction. The Conflicted Person may be counted in determining the existence of a quorum at any meeting at which the contract, resolution, grant or transaction is under discussion or is to be submitted for approval or ratification. The minutes of the meeting shall reflect the disclosure made, the presence or absence of a quorum, any vote taken thereon and, if applicable, the Conflicted Person's abstention from voting and participation.

    SECTION 5. POLICIES CONSISTENT WITH TAX GUIDELINES. The board of directors shall adopt addition policies or modify this conflict of interest policy as may be required by the Internal Revenue Service or as the board deems appropriate in order to cause the chapter to qualify as and continue to be exempt from federal income tax as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to avoid or minimize the imposition of intermediate sanctions or excise taxes.

    SECTION 6. RESTRICTIONS RELATING TO COMPENSATION. A voting member of any committee responsible for compensation matters and who receives compensation, directly or indirectly, from the chapter for services is precluded from voting on matters pertaining to that committee member's compensation. Officers of the chapter who receive compensation, directly or indirectly, from the chapter, whether as employees or independent contractors, are precluded from voting on matters pertaining to that officer's compensation. A member of an advisory body or committee described in Section 8 of Article IV hereof which participates in advising the board or directors or evaluating for the board of directors potential research projects to be funded directly or indirectly by the chapter is precluded from voting on matters pertaining to grants to such member or institution with which such member is affiliated.

    SECTION 7. PROVISIONS APPLICABLE TO BOARD OF DIRECTORS.

    A. CONFLICTED DIRECTOR. Any director who is a Conflicted Person (a "Conflicted Director") shall disclose such conflict of interest to the board of directors and the chairman of the chapter. A Conflicted Director shall not be entitled to make any motion on, execute any agreement regarding, take any action on or vote on any matter before the board of directors that would benefit the Conflicted Director personally, directly or indirectly, in his or her individual capacity. Notwithstanding the foregoing, if the conflict of interest concerns a benefit to the Conflicted Director's employer or to an entity in which the Conflicted Director has a direct or indirect ownership interest of less than ten percent (10%) of the outstanding equity in such entity, then the Conflicted Director may vote on the matter when brought before the board of directors, provided that a full and complete disclosure of the conflict of interest has been made to the full board of directors prior to such vote.

    B. MAJORITY APPROVAL REQUIRED. Any action taken by the board of directors concerning any matter in which a Conflicted Director has an Interest must be taken by approval of the majority of the entire board of directors, excluding the Conflicted Director. Except as otherwise provided herein, any action taken by the board of directors shall constitute the act of and serve to bind the chapter, provided such action has been authorized in accordance with the immediately preceding sentence. The board of directors shall not employ, or permit another person or entity to employ, any funds or assets of the chapter any manner other than for the exclusive benefit of the chapter.

    C. VALIDITY OF TRANSACTION INVOLVING CONFLICT OF INTEREST. If a transaction is fair to the chapter at the time it is authorized, approved, or ratified, the fact that a director of the chapter is directly or indirectly a party to the transaction is not grounds for invalidating the transaction. In a proceeding contesting the validity of a transaction described above, the person asserting validity has the burden of proving fairness unless: the material facts of the transaction and the director's interest or relationship were disclosed or known to the board of directors or a committee consisting entirely of directors, and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum. For purposes of this paragraph C, a director is "indirectly" a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director, manager or general partner.

    ARTICLE VII

     CONTRACTS, CHECKS, DEPOSITS AND FUNDS

    SECTION 1. CONTRACTS. The board of directors, with the prior consent of the corporation, may authorize any officer or officers, agent or agents of the chapter, 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 of and on behalf of the chapter 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 chapter, 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 of the corporation. 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 chairman or the vice chairman of the corporation.

    SECTION 3. DEPOSITS. All funds of the chapter shall be deposited from time to time to the credit of the corporation to support the missions of the corporation and the chapter in such banks, trust companies or other depositaries as the board of directors of the corporation may select.

    SECTION 4. GRANTS AND GIFTS. The board of directors may apply for and/or accept on behalf of the chapter and the corporation any grant, contribution, gift, bequest or devise for the general purposes or for any special purposes of the chapter or the corporation.

    ARTICLE VIII

     BOOKS AND RECORDS

    The chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the board of directors and committees having any of the authority of the board of directors. All books and records of the chapter may be inspected by any director, or his agent or attorney, for any proper purpose at any reasonable time.

    ARTICLE IX

     FISCAL YEAR

    The fiscal year of the chapter shall be August 1 to July 31.

    ARTICLE IX

    POLITICAL CAMPAIGNS

    The chapter shall not, at any time, directly participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office or, except as an insubstantial part of its activities, attempt to influence the passage or defeat of legislative proposals. This provision shall not be construed to prevent any officer or director in his individual capacity from engaging in any of the foregoing activities.

    ARTICLE X

    INDEMNIFICATION

    SECTION 1. OBLIGATION TO INDEMNIFY. Subject to Section 5 of this Article, the chapter shall indemnify each director, officer, employee and agent of the chapter against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the chapter), brought against him or in which he is named as a party by reason of the fact that he is or was a director, officer, employee or agent of the chapter, if the person seeking indemnification acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the chapter, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the chapter, or, with respect to any criminal action or proceeding, a presumption that the person seeking indemnification had reasonable cause to believe that his conduct was unlawful.

    SECTION 2. MANNER OF DETERMINING ELIGIBILITY. Any indemnification shall be made by the chapter upon a determination that indemnification of such person is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 of this Article. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.

    SECTION 3. ADVANCE PAYMENTS OF EXPENSES. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the chapter in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the person seeking indemnification to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the chapter as authorized in this Article.

    SECTION 4. CONTRACT RIGHTS. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, committee chairman, committee member, employee or agent of the chapter and shall inure to the benefit of the heirs, executors and administrators of such person.

    SECTION 5. INSURANCE. The obligation of the chapter under this Article shall not be limited to the proceeds of liability insurance policies actually paid to the chapter or directly to or for the benefit of the person claiming indemnification under this Article. The chapter may purchase and maintain insurance on behalf of any person who is a director, officer, committee chairman, committee member, employee or agent of the chapter against any liability asserted against him or incurred by him in any such capacity, or arising out of his status as such, whether or not the chapter would have the power to indemnify him against such liability under the provisions of this Article.

    ARTICLE XI

    WAIVER OF NOTICE

    Whenever any notice is required to be given under the provisions of the General Not For Profit Chapter Act of Illinois or under the provisions of the by-laws of the chapter, 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 XII

    AMENDMENTS

    The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the board of directors. Such action may be taken at a regular or special meeting for which written notice of such purpose shall be given. The by-laws may contain any provisions for the regulation and management of the affairs of the chapter not inconsistent with law or with the by-laws or articles of incorporation of the corporation.

    ARTICLE XIII

    MISCELLANEOUS

    All words used in the singular number shall mean, extend to and include the plural where applicable and vice versa and all words used in any gender shall mean, extend to and include any other gender, all as the context may require. Article and section headings are for the convenient reference only and are not a part of the context of these by-laws. Any waiver or consent given by the board of directors or any officer shall be effective only in the specific instance and for the purpose for which given and shall not be deemed a waiver or consent for or with respect to any other person, instance, purpose or circumstances.