The purposes for which The Galena Foundation, Inc. (hereinafter referred to as “the Foundation”) is organized are: To operate exclusively for the charitable and educational purposes as referred to in Section 501(c)(3) of the Internal Revenue Code of
1954 or the corresponding provisions of any future United States Internal Revenue law (hereinafter referred to as “the Code”), and further to operate exclusively for the benefits of, to perform the functions of and to carry out the purposes of the Foundation, within the meaning of the Code, including but not restricted to the following more specific purposes, but only to the extent that they are within the scope of the Code:

(1) To preserve buildings, sites and properties of historical of architectural importance within the City of Galena and the State of Illinois and to promote thereby knowledge of and appreciation for the history of the State,

(2) To acquire by gift, devise or purchase buildings, sites and properties having historical or architectural importance; in appropriate circumstances as determined by the Board of Directors to rehabilitate or restore such properties as nearly as possible to their original condition; to subject such properties to legal covenants and restrictions that will insure that they are preserved and maintained; and to sell or dispose of such properties subject to the covenants and restrictions, in order that the properties will not be destroyed, but will be preserved and maintained for the benefit of future generations;

(3) To assist other tax exempt agencies and organizations, both public and private, in the formulation and execution of plans and programs for the preservation of the history and heritage of the City of Galena and the State of Illinois including the preservation of historically significant documents, artifacts, furnishings, buildings, sites and other real and personal properties and physical products of the State's history;

(4) To cooperate with historians, historic preservationists, archaeologists, archivists, museologists, restorationists and other persons and organizations engaged in the research of and preservation of the physical products of the history of the City of Galena and the State of Illinois;

(5) To solicit and receive gifts, grants, subscriptions, bequests and any other funds, real or personal properties or things of value from private and public sources in order to carry out the foregoing purposes;

(6) To receive, hold, sell, dispose of, invest or reinvest funds, securities or other properties in which the corporation may acquire an interest in any manner in which it may deem most appropriate for achieving the foregoing purposes.

The Foundation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under the Code.

No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the Foundation 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 above. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not
participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for political office. Notwithstanding any provision of the Articles of Incorporation of the Foundation, the Foundation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under the Code.

Upon the dissolution of the Foundation the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation exclusively for the purposes of the Foundation in such
manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under the Code. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purpose.

The foundation shall have and continuously maintain in the State of Illinois 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.

Section 3.1 Qualification and Term. The members shall be of one class and shall comprise the current Directors and the past Directors who have fulfilled their term. All Members shall remain members for life unless he or she resigns or is removed, as herein provided.

Section 3.2. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members by the Board of Directors.

Section 3.3. Resignation. Any member may resign by filing a written resignation with the President or the Secretary.

Section 3.4. Removal. Any member may be removed, with or without cause, by a two-thirds majority of the members.

Section 3.5. Transfer. Membership is not transferable.

Section 3.6. Annual Meetings. The annual meeting of members for the confirmation of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the last Wednesday in March in each year at the hour of 7:00 p.m., beginning with the year 2015 if not a legal holiday under the laws of Illinois, and if a legal holiday then on the next day which shall not be a legal holiday.

Section 3.7. Special Meetings. Special meetings of members may be called either by the President or the Board of Directors.

Section 3.8. Place of Meeting. All meetings of members shall be held at such place within or without the State of Illinois as the Board of Directors may provide. In addition, members may participate in and act at any meeting through the use of communications equipment (e.g. telephone or online conference) by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting. In the
absence of any such provision, the meeting shall be held at the registered office or (except where otherwise required by law) at such other place as may be designated in the notice of meeting.

Section 3.9. Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting and, in case of a special meeting, the purpose or purposes for which the meeting is being called, shall be delivered to each member not less than five
nor more than forty days before the date of such meeting, either personally or by mail, by or at the direction of the President, Secretary or any officers or persons calling the meeting, to each member entitled to vote at such meeting. In case of a special meeting or one required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice.

Section 3.10. Action Without a Meeting. Any action required by law to be taken at a meeting of members, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all members entitled to vote in respect of the subject matter thereof.

Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State under the General Not for Profit Corporation Act of Illinois.

Section 3. 11. Quorum and Adjournment. Members of the Foundation holding not less than one-tenth of the votes entitled to be cast at such meeting, represented in person or by proxy, shall constitute a quorum at any meeting of members, except that in the absence of a quorum a lesser number may adjourn the meeting from time to time.

3.12. Organization. At each meeting of the members, the President or, in the absence of the President, a person elected by the members, shall act as Chairman of the meeting. The Secretary or, in the Secretary’s absence, such person as the Chairman of the meeting shall appoint, shall act as Secretary of the meeting.

Section 3.13. Proxies. At any meeting of the members, a member entitled to vote on the confirmation of Directors and for the transaction of other such business as may be brought before the meeting, may vote either in person or by proxy executed by the
member or the member’s duly authorized attorney-in-fact. A proxy may be delivered to the President or the Secretary by mail or email or by other written means. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 4.1. General Powers. The affairs of the foundation shall be managed by its Board of Directors.

Section 4.2. Number, Tenure, Election and Qualifications. The Board of Directors of the Foundation shall consist of nine (9) members. The term of office of directors shall be nine (9) years in duration beginning upon the date of the annual meeting confirming such Director and ending on the ninth (9th) succeeding annual meeting, in order that one director shall have their term expire each year and that one new director is elected each year. Directors need not be residents of Illinois. Any director may resign at any time by giving written notice to the President or to the Secretary. A resignation need not be accepted in order to be effective.

Section 4.3. Regular Meetings. A regular meeting of the Board shall be held without other notice than this by-law. The Board of Directors may provide by consensus the frequency, time, date and place, either within or without the State of Illinois, for the holding of regular meetings of the Board without other notice than such consensus. In addition, Directors may participate in and act at any meeting through the use of communications equipment (e.g. telephone or online conference) by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting.

Section 4.4. Special Meetings. A special meeting of the Board of Directors may be called by or at the request of the President or any two directors, and such person or persons may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board so called. In addition, Directors may participate in and act at any meeting through the use of communications equipment (e.g. telephone or online conference) by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting.

Section 4.5. Notice. Except as otherwise prescribed by law, written or actual oral notice of the time and place of any meeting of the Board of Directors shall be given at least two days previously thereto. Any director may waive notice of any meeting. Attendance of a director at any meeting shall constitute a 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. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, the Articles of Incorporation or by these Bylaws.

Section 4.6. Action Without Meeting. Any action required by law 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 to be taken shall be signed by all directors entitled to vote in respect of the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State under The General Not For Profit Corporation Act of Illinois. All such action without a meeting may be effectuated by email.

Section 4.7. Quorum. A majority of the directors then in office shall constitute a quorum. If less than one-third of the directors are present, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 4.8. 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 law, the Articles of Incorporation or these Bylaws. Directors may participate in and act at any meeting through the use of communications equipment (e.g. telephone or online conference) by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting.

Section 4.9. Proxies. At any meeting of the Directors, a Director entitled to vote on such business as may be brought before the meeting, may vote either in person or by proxy executed by the Director or the Director’s duly authorized attorney-in-fact. A proxy may be delivered to the President or the Secretary by mail or email or by other written means. No proxy shall be valid beyond the date of the meeting for which the proxy was delivered, unless otherwise provided in the proxy.

Section4.10 Vacancies. Any vacancy, however occurring, in the Board of Directors may be filled by the remaining Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. In the event a director misses three consecutive regular meeting without an excuse approved by the President, such directorship shall be deemed vacant by an affirmative vote of two-thirds of the remaining Board of Directors.

Section 4.11. Committees. 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 shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Foundation. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law.