BY-LAWS OF THE ATEITIS RELIEF FUND, INC.

I. GENERAL PROVISIONS

• 1. These By-laws constitute the code of rules adopted by the ATEITIS RELIEF FUND, INC., a not for profit corporation, incorporated under the laws of the State of Illinois, for the regulation and management of its affairs.
• 2. ATEITIS RELIEF FUND, INC., hereinafter referred to as the Corporation, is organized and operated to support religious, educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code and shall not participate in any activity not allowed by that law as said law may from time to time be amended. The Corporation shall have the purposes and powers as may be stated in its Articles of Incorporation and such powers as are now or may be hereafter granted by the General Not for Profit Corporation Act of the State of Illinois or any successor legislation which are not inconsistent with Section 501 (c)(3) of the Internal Revenue Code.
• 3. The principal office of the Corporation will be located at such place as the Board of Directors may from time to time designate by resolution. In addition, the Corporation may maintain additional offices as its business requires.
• 4. The registered office of the Corporation may, but need not be the same as the principal office. The address of the registered office will be identical with the office of the registered agent. Such office will be continually maintained within the State of Illinois for the duration of its existence. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and submission of the appropriate statement to the Secretary of State's office.
• 5. The Registered Agent of the Corporation may be either an individual resident within the State of Illinois or a domestic or foreign corporation, authorized to act as such agent. Such an agent will be continually maintained by this Corporation in the State of Illinois. A new registered agent may be appointed if the office of such agent becomes vacant for any reason, or such agent becomes disqualified or incapacitated to act, or if the Corporation, through the Board of Directors, revokes the appointment of such agent by duly adopted resolution of the Board of Directors and submission of the appropriate statement to the Secretary of State's office. Such registered agent will be recognized as an agent of the Corporation on whom any process, notice, or demand required or permitted by law to be served on a Corporation may be served.
• 6. Inurement of Income. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any of its directors, 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 its charitable and educational purposes.
• 7. Legislative or Political Activities. 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 campaign on behalf of any candidate for political public office.
• 8. Operational Limitations. Notwithstanding any other provisions of the Articles of Incorporation or bylaws, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or by a corporation, contributions to which are deductible under Section 170(c)(3) of the Code. The Corporation shall make such distributions at such times and in such manner as to comply with any applicable payout rules of the Internal Revenue Code. The Corporation shall not engage in any act of self-dealing, retain any excess business holdings, make any jeopardizing investment, or make any taxable expenditure to the extent prohibited by the Internal Revenue Code.

II. BOARD OF DIRECTORS

• 9. The Board of Directors shall manage all affairs of the Corporation. It shall:
  • a. Direct the affairs and activities of the Corporation;
  • b. Maintain and control all funds of the Corporation;
  • c. Amend the Articles of Incorporation and By-Laws;
  • d. Fill vacancies on the Board of Directors as provided for herein in Section 16; and
  • e. Elect officers of the Corporation.
• 10. The Board will consist of nine (9) directors who will serve staggered terms of three years each to be determined by lot. Each Director shall continue in office until a successor is elected at the annual or special members meeting, as the case may be, and qualified. Each year the Directors shall designate from among themselves a Chairman of the Board. No director may serve more than two consecutive terms in office.
• 11. Directors must be members of the Corporation, but need not be residents of the State of Illinois.
• 12. The Board of Directors shall keep complete and correct books and records of account, and will also keep minutes of the proceedings of its Board of Directors and committees. A new Director having been elected, the previous Director shall present, within thirty (30) days, all the Corporation's property, money, books, documents and records in possession.
• 13. A majority of the whole Board of Directors shall constitute a quorum.
• 14. Any action of the majority of the Directors will be considered an act of the Board of Directors unless a greater number is required under the provisions of the General Not for Profit Corporation Act, the Articles of Incorporation, or any provisions of these By-laws. In the event that the votes are equally split, the Chairman shall make the final decision.
• 15. Meetings of the Board of Directors will be held at such place or places and at such times as the Board of Directors designates by resolution duly adopted, but not less than once a year. Meetings of the Board of Directors may be held in person, or through electronic means including but not limited to the use of a conference telephone or interactive technology, internet usage, remote communication, or a video call server, as the Board of Directors shall designate. Notice of such meetings of the Board shall be given at least seven (7) days previous thereto by written notice delivered through the mail, personally, email, or by facsimile to each Director at his or her address as shown on the records of the Corporation. Appearance by a member of the Board of Directors at a meeting shall constitute waiver of this notice requirement, unless said member is appearing to protest the failure to satisfy this notice requirement.
• 16. Special meetings of the Board of Directors may be called or at the request of the Chairman or any three (3) Directors. The person or persons authorized to call special meetings of the Board may fix any place within a State wherein a majority of the Board members reside as the place for holding any special meeting of the Board called by them. Special meetings may also be held through electronic means including but not limited to the use of a conference telephone or interactive technology, internet usage, remote communication, or a video call server, as designated by the Chairman or the Directors who have called the special meeting. Notice of such special meeting shall be given at least five (5) days previous thereto by written notice delivered through the mail, personally, email or by facsimile to each director at his address as shown on the records of the Corporation. Appearance by a member of the Board of Directors at a meeting shall constitute waiver of this notice requirement, unless said member is appearing to protest the failure to satisfy this notice requirement.
• 17. The Board of Directors shall have the right to appoint committees as it shall deem necessary, by resolution duly adopted. No committee will have the authority of the Board in reference to:
  • a. Amending, altering or repealing the By-Laws;
  • b. Electing, appointing or removing any member of such committee or any Director or Officer of the Corporation;
  • c. Amending the Articles of Incorporation;
  • d. Authorizing the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Corporation;
  • e. Authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore;
  • f. Adopting a plan for the distribution of such assets of the Corporation; or
  • g. Amending, altering or appealing any resolution by the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The Board may terminate by duly adopted resolution, any committee so appointed.
• 18. A Director may be removed from the whole Board by a two-thirds majority vote of the whole Board of Directors whenever in their judgement the best interest of the Corporation will be served thereby. A quorum of six (6) Directors shall be required for deliberation of removal of a Director from the Board.
• 19. Any vacancy occurring in the Board of Directors will be filled by the Board at a regular or special meeting. A Director so elected shall fill the vacancy until the next members meeting, which may confirm the election or elect another director for the unexpired term of the predecessor in office.

III. OFFICERS

• 20. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and any other such Officers as the Board of Directors may deem necessary.
• 21. The Officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board. The Officers may, but need not be Directors of the Corporation. Vacancies may be filled at any meeting of the Board of Directors; each officer shall hold office until his successor shall be duly elected and qualified.
• 22. Any officer may be removed by a vote of the majority of the Board of Directors whenever, in their judgement, the best interest of the Corporation will be served thereby.

IV. MEMBERS

• 23. Any person can become a member of the Corporation upon certification by the Board of Directors that such prospective member sincerely supports the aims and purposes of the Corporation.
• 24. Each member will have one vote for every $100.00 donated to the Corporation, as evidenced by the membership certificate. However, no person, corporation, trust, estate or association shall be entitled to vote more than two (2) percent of the total votes in the corporation. This percentage being based on the last annual report of the corporation.
• 25. Honorary membership will be conferred on any member who has contributed $1000 or more to the Corporation.
• 26. Membership may be transferred only once and only to immediate family members, lineal descendants or ancestors. Furthermore, the transfer of a certificate of membership shall be without payment of any consideration of money or property of any kind or value to the transferor in respect to such transfer. Any transfer in violation of this paragraph shall be void.
• 27. The Corporation shall keep at its principal office a record giving the names and address of its members entitled to vote.
• 28. Meetings of members will be held at such place and at such time, within or without the State of Illinois as the Board of Directors shall designate. Meetings may be held in person, or through electronic means including but not limited to the use of a conference telephone or interactive technology, internet usage, remote communication, or a video call server. The annual or special meeting, as the case may be, will elect the designated number of directors as provided for herein and undertake such other business which may come up before it. Special meetings of the members may be called by any of the following:
  • a. The Board of Directors;
  • b. Any three (3) Directors;
  • c. A number of members representing at least one-fourth (1/4) of the total votes eligible to be cast at such a meeting.
• 29. Notice, stating the place, day and hour of the meeting and in case of a special meeting the purpose or purposes for which the meeting is called, must be delivered not less than fifteen (15) nor more than forty-five (45) days before the date of such meeting. Notice shall be given through the mail, personally, email or by facsimile. Appearance by a member at a meeting shall constitute waiver of this notice requirement, unless said member is appearing to protest the failure to satisfy this notice requirement.
• 30. A member may vote either in person, by proxy of another member executed in writing by the member and approved by the Board of Directors, or by secured third party electronic service. No proxy will be recognized as valid after eleven (11) months from the date of execution, unless expressly provided otherwise in the proxy.
• 31. A member may refuse the right to vote, and such decision is irrevocable. Members will not be able to cumulate their votes in the election of board members.
• 32. A majority of votes entitled to be cast by the members present or represented by proxy at a meeting at which quorum is present, is necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by the state, the Articles of Incorporation of this Corporation, or any provision of these By-Laws.
• 33. Membership in the corporation shall terminate on either of the following events:
  • a. Receipt by the Board of Directors of the written resignation of a member, executed by such member;
  • b. For cause, inconsistent with membership, after appropriate hearing by the Board of Directors.
• A member terminating membership status above may be completely reinstated by correcting the cause of termination and by formal adoption by the Board of Directors of a resolution acknowledging such reinstatement.

V. AUDIT COMMITTEE

• 34. An Audit Committee consisting of three (3) members will be elected at the annual members meeting. The audit committee will review the books and finances of the Corporation and will prepare a report thereon to the annual members meeting.

VI. CONFLICT OF INTEREST

• 35. Purpose. The purpose of the conflict of interest policy is to protect the interest of the Corporation as a tax exempt organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
• 36. Definitions
  • a. Interested Person – Any director, officer, or member of a committee with Board of Directors delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
  • b. Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 1. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; 2. A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
  • c. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate committee decides that a conflict of interest exists.
• 37. Procedures.
  • a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board of Directors delegated powers considering the proposed transaction or arrangement.
  • b. Determining Whether a Conflict of Interest Exists. After the disclosure of the financial interest and all material facts, and after any discussion with the interest person, the person with the conflict of interest shall abstain from any vote, on the matter at issue.
  • c. Violations of the Conflict of interest Policy. If the Board of Directors or a committee determines that a person has failed to disclose an actual or possible conflict of interest, it may take appropriate corrective action.
• 38. Records of Proceedings. The minutes of the Board of Directors and all committees with Board delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest along with the nature of the financial interest and the abstention of the interested person.
• 39. Compensation.
  • a. A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.
  • b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

• 40. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instruments.
• 41. All checks, drafts or other orders for the payment of money, notes or other evidence 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.
• 42. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
• 43. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may select.
• 44. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.

VIII. INDEMNIFICATION

• 45. Except in cases involving willful or wanton misconduct or gross negligence, the Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that it, he or she is or was a Director or an officer of the Corporation, or that it, he or she is or was serving at the request of the Corporation as a Director, officer or agent of another entity, against all judgments, fines, reasonable expenses (including attorneys' fees), and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent and in the manner set forth in and permitted by the Act and any other applicable law, as from time to time in effect.
• 46. Except in cases involving willful or wanton misconduct or gross negligence, the Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was an employee or agent of the Corporation against all judgments, fines, reasonable expenses (including attorneys' fees), and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding to the extent and in the manner set forth in and permitted by the Act and any other applicable law, as from time to time in effect.
• 47. The provisions of this Article shall be deemed to be a contract between the Corporation and each Director, officer, employee or agent who serves in any capacity at any time while this Article is in effect, and any repeal or modification of this Article shall not affect any rights or obligations hereunder with respect to any state of facts then or theretofore existing or any action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.
• 48. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation 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 Director, officer, employee, or agent to repay such amount, unless it ultimately shall be determined that such Director, officer, employee, or agent is entitled to be indemnified by the Corporation as authorized by this Article.
• 49. The Corporation may purchase and maintain insurance on behalf of any person or organization who is or was a Director, officer, employee, or agent of the Corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, to the full extent permitted by the Act as amended from time to time.
• 50. The indemnification provided or permitted by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, shall continue as to a person who has ceased to be a Director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

IX. FINAL PROVISIONS

• 51. The fiscal year of this Corporation shall be determined by the Board of Directors.
• 52. No Director, trustee, officer, employee of, or member of a committee of, or person connected with the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, remaining in the hands of the Board of Directors after all debts have been satisfied shall be distributed, transferred, conveyed, delivered, and paid over to Lithuanian Catholic Federation "Ateitis," Inc., or, if it is not in existence, to such other charitable or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
• 53. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
• 54. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors unless otherwise provided in the Articles of Incorporation or the bylaws. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.

Ateitininkų šalpos fondo valdyba,
šiuos įstatus priėmė 2025 metų kovo 6 dieną virtualiai.

Ateitininikų šalpos fondo (Ateitis Relief Fund, Inc.) registruotas agentas yra adv. Saulius V. Kuprys, 150 S. Wacker Drive, Suite 1050, Chicago, IL 60606
Tel. (312) 346-5275
Fax(312) 346-5640.

Ateitininikų šalpos fondo adresas: 12690 Archer Avenue, Lemont, IL 60439.

Revised 1/25/25