Phase 2 covers the council's foundational governing rules: an optional plain-language statement of authority, the complete 30-article draft bylaws, a legal-alignment memo tying the bylaws to Illinois nonprofit law, and the policy manuals, committee charters, and review procedures that operationalize the bylaws without cluttering them. 40 documents in this phase.
2-01 · Constitution / Statement of Authority
Most park advisory councils fold their statement of authority directly into their bylaws, and the 63rd Street Beach PAC does the same — Bylaws Articles 2 and 3 (below) already state the council's purpose and its independence from the Chicago Park District. This short standalone statement exists only for readers who want the "why" without wading into 30 articles of governing rules, and to give community partners a plain-language document to point to.
Statement: The 63rd Street Beach Park Advisory Council is a proposed, volunteer, community-based advisory body organized to give neighbors, beachgoers, drummers, and stewards of 63rd Street Beach a formal voice in the beach's care, programming, and future — in partnership with, but independent of, the Chicago Park District. It does not employ CPD staff, direct CPD operations, or speak on CPD's behalf. Its authority is advisory: to organize community input, propose priorities, coordinate volunteer stewardship within CPD-authorized bounds, and support CPD-approved programming and capital planning for the beach. It is initiated by Ras Tafari Inc., a 501(c)(3) nonprofit, and is working toward its own Illinois not-for-profit status and, contingent on CPD's written jurisdiction determination (document G0-01), formal CPD recognition as a Park Advisory Council for 63rd Street Beach. Until that determination is made, this council operates as a community organizing effort, not as a CPD-recognized PAC.
This statement carries no independent legal force beyond what the Bylaws already establish; if the two ever appear to conflict, the Bylaws control.
Bylaws of the 63rd Street Beach Park Advisory Council
DRAFT BYLAWS — proposed for community and board discussion. Not yet adopted by the membership, not yet submitted to or confirmed by the Chicago Park District, and written on the assumption that Gate 0 (CPD's written jurisdiction determination, document G0-01) resolves in favor of a separately recognized council. If CPD instead directs that 63rd Street Beach be represented as a committee of the Jackson Park Advisory Council or as an independent unaffiliated organization, this document will be revised accordingly before any adoption vote. Modeled on the current CPD PAC Bylaw Template plus the publicly available bylaws of the Jackson Park Advisory Council, Horner Park Advisory Council, and Welles Park Advisory Council. This is a living document: expect revisions as CPD guidance, Illinois law, and community input are incorporated.
Table of Contents
- Name
- Purpose and Mission
- Relationship to the Chicago Park District
- Geographic / Facility Scope
- Membership
- Voting Rights
- Officers
- Corporate Board / Directors
- Duties of Officers and Directors
- Nominations and Elections
- Terms, Vacancies, Resignation, Removal, Recall
- Meetings; Annual Calendar; Notices
- Virtual / Hybrid Participation
- Quorum and Voting Thresholds
- Executive Committee
- Standing and Ad Hoc Committees
- Financial Management; Fundraising; Donations
- Ethics; Conflict of Interest; Recusal
- Records; Transparency; PAC Binder; Retention
- Complaints and Conflict Resolution
- Beach Stewardship; Dunes; Habitat; Sustainability
- Water Safety; Lifeguard / Aquatics Liaison; Non-Interference
- Accessibility and Inclusive Participation
- Cultural Programming; Traditions; Youth and Volunteer Programs
- Partnerships, Events and Required CPD Approvals
- Digital Communications / Electronic Records
- Non-Discrimination
- Parliamentary Authority
- Amendments and Submission of Revisions to CPD
- Disbanding / Dissolution and Disposition of Funds/Records
Article 1. Name
The name of this organization is the 63rd Street Beach Park Advisory Council (the "Council"), operating publicly as "Bongo Beach PAC." The Council is a community initiative of Ras Tafari Inc., an Illinois not-for-profit corporation exempt under Section 501(c)(3) of the Internal Revenue Code. Prior to Illinois incorporation of the Council in its own name, "63rd Street Beach Park Advisory Council" and "Bongo Beach PAC" refer to this organizing effort operating as a program of Ras Tafari Inc. The Council shall not use a name, mark, or abbreviation that a reasonable person would confuse with an official unit of the Chicago Park District ("CPD").
Article 2. Purpose and Mission
The Council exists to give residents, beachgoers, cultural practitioners, and stewards of 63rd Street Beach a structured, standing voice in the beach's stewardship, programming, safety culture, accessibility, and long-term future, and to support the Chicago Park District's operation of the beach through advocacy, volunteer coordination, fundraising, and community engagement conducted in partnership with, and subordinate to, CPD's own authority over the site.
The Council's specific purposes include: (a) convening regular public meetings open to the community; (b) organizing volunteer stewardship of the beach, dunes, and natural areas within CPD-authorized bounds; (c) supporting accessibility for the historic Beach House, accessible shoreline route, and beach wheelchair program; (d) preserving and respectfully engaging the beach's cultural traditions, including its long-standing drum circle community; (e) coordinating community-supported programming and fundraising consistent with CPD approval requirements; and (f) serving as a transparent, accountable, and broadly representative community body.
Article 3. Relationship to the Chicago Park District
The Council is a separate, independent, volunteer community organization. It is not a unit, department, agent, or employee of CPD, and no officer, director, committee, or member of the Council has authority to direct CPD staff (including lifeguards, maintenance, or natural-areas personnel), to bind CPD to any contract, obligation, or public statement, to grant rights to CPD property (including naming rights), or to speak on CPD's behalf. The Council's role with respect to CPD is exclusively advisory, consultative, and supportive.
Where CPD's current PAC Guidelines, Code of Conduct, or a written CPD determination conflict with any provision of these Bylaws, the CPD requirement controls, and the Council shall amend these Bylaws to conform (see Article 29).
Article 4. Geographic / Facility Scope
The Council's advisory scope is 63rd Street Beach, including its designated swim area, the historic 63rd Street Beach House, the accessible shoreline route and beach wheelchair access point, the dunes and natural area supporting migratory birds, the non-motorized boat launch, the designated distance-swim area, and adjacent paths, parking, and cultural-programming spaces, as depicted on the 63rd Street Beach PAC Boundary & Asset Scope Map (document G0-02).
This scope is proposed and is not final until CPD provides written concurrence with the boundary and asset map. The Council does not claim advisory authority over any portion of Jackson Park outside this scope, which remains within the recognized purview of the Jackson Park Advisory Council, and will coordinate with JPAC on any issue of shared or ambiguous scope per the Inter-Council Coordination Protocol (document G0-05), if adopted.
Article 5. Membership
Membership in the Council is open to any person who supports its mission, without regard to race, ethnicity, national origin, religion, sex, sexual orientation, gender identity, age, disability, or income, consistent with Article 27 (Non-Discrimination). There is no residency requirement to attend meetings or participate in programming as a general member.
Chicago residency and officer eligibility. Consistent with CPD's current Park Advisory Council Guidelines ("Only Chicago residents shall serve as officers" / "Resident members (Chicago residents) shall be allowed to serve as officers with full voting privileges. Non-Resident members (those who reside outside of Chicago) may participate only as general members."), only members who reside within the City of Chicago may serve as officers or vote with full privileges on Council business; members residing outside Chicago participate as general members under whatever participation the Board's membership policy affords them. This is a real CPD requirement, not a Council preference, given how many of 63rd Street Beach's regular community — drummers, beachgoers, and stewards — live outside city limits; the Board's membership policy should state this plainly to applicants at the point of signup, not bury it.
Minimum size. CPD's current Guidelines state a PAC "should consist of at least four (4) members; this includes officers," while CPD's own Bylaws Template states "at least three (3) members" — these two CPD sources disagree with each other. Pending clarification directly from CPD's Department of Legislative and Community Affairs, the Council treats four (4) as its working minimum.
Individuals seeking voting membership complete a CPD PAC Membership Application (document 1-09) and any supplemental Council application. Good standing requires that the applicant's membership has not been suspended or terminated for cause under Article 18 or 20, and any additional criteria (such as attendance) that the Board adopts and publishes in advance. Membership in the Council's free "Friends of Bongo Beach" community list, offered on the public website, is a separate, informal community-building program and does not by itself confer CPD PAC voting membership or officer eligibility.
Article 6. Voting Rights
Each voting member in good standing is entitled to one vote on matters properly brought before a general membership meeting, including the election of officers and the adoption or amendment of these Bylaws, subject to the Chicago-residency standard for full voting privileges stated in Article 5. There is no proxy voting and no absentee voting except as expressly authorized by a virtual/hybrid meeting procedure adopted under Article 13. Voting eligibility is determined as of a record date set by the Secretary in the meeting notice, which shall be no earlier than the date the meeting notice is issued. A Council member who is also a Chicago Park District employee working at 63rd Street Beach may be a non-voting member only, consistent with current CPD guidance, and must disclose their Park District employment to the Board.
Article 7. Officers
The Council shall have, at minimum, the following elected officers: President, Vice President, Treasurer, and Secretary. The membership may, by amendment to a Board-adopted officer roster (not requiring a bylaws amendment), create additional non-CPD-mandated officer positions such as a Membership Chair or Communications Chair.
- President presides at meetings, serves as the Council's primary CPD liaison and public representative, signs authorized documents, and is an ex officio member of all committees except the Nominating Committee.
- Vice President performs the President's duties in their absence or incapacity, and ordinarily chairs the Governance Committee.
- Treasurer has custody of and accounts for all funds, maintains the books required by Article 17, presents a financial report at every regular meeting, and coordinates the annual budget and any required state/federal/CPD financial filings.
- Secretary gives required notice of meetings, records and maintains minutes, maintains the PAC Binder and corporate records under Article 19, and processes CPD Officer Update filings.
Officers must be voting members in good standing and, consistent with current CPD Code of Conduct requirements, must timely complete the CPD Volunteer Application (the specific "Adult" track, per current CPD volunteer categories) and CPD-approved background check following election (document 1-27). Consistent with current CPD guidance: no officer may hold more than one Council office at a time, and no person may serve as an officer of more than one PAC at a time unless the community votes to permit it and CPD approves the exception; a Council member who is also a Chicago Park District employee at 63rd Street Beach may not hold office and may only be a non-voting member (Article 6). Where the Council has only three voting members, elections may be held for President, Vice President, and either a Treasurer or a Secretary (not necessarily all four offices), consistent with the small-PAC exception in current CPD guidance.
Article 8. Corporate Board / Directors
Upon Illinois not-for-profit incorporation, the Council's elected officers, together with any additional directors the membership elects, constitute the Council's statutory Board of Directors under the Illinois General Not For Profit Corporation Act of 1986. The Board of Directors holds fiduciary and corporate-governance authority (approving budgets, contracts, and corporate filings); the general membership retains the rights reserved to it elsewhere in these Bylaws, including electing officers/directors and amending these Bylaws. Document 2-03 further reconciles who is a "member" versus a "director" for Illinois corporate-law purposes.
Article 9. Duties of Officers and Directors
Officers and directors owe the Council duties of care, loyalty, and obedience to its governing documents and applicable law. Each officer and director shall: attend meetings and disclose conflicts under Article 18; act only within authority granted by these Bylaws, Board resolution, or applicable law; maintain the confidentiality of information designated confidential under the Council's confidentiality policy; and cooperate fully with the two Codes of Conduct that current CPD guidance makes applicable to PAC members — the Park Advisory Council Code of Conduct and the separate Facility Users Code of Conduct — as well as CPD's volunteer application and background-check requirements. No officer or director may unilaterally commit the Council to a financial obligation, contract, or public position exceeding the authority granted under the Delegation of Authority Matrix (document 2-36).
Article 10. Nominations and Elections
Elections are held annually (or as the adopted Annual Calendar specifies) following at least 14 days' written notice as required by current CPD PAC Guidelines (document 1-11). Any voting member in good standing may be nominated or self-nominate, subject to eligibility review by the Nominating Committee. Elections use written or electronic ballot, are conducted with a Chicago Park District representative present as required by current CPD guidance (document 1-17), and results are certified and recorded in the election minutes (document 1-16). Consistent with real-world PAC practice, all ballots are placed in an envelope and presented to the CPD representative for the Park District's own filing, not retained solely by the Council. Ties are resolved by immediate runoff among tied candidates.
Article 11. Terms, Vacancies, Resignation, Removal, Recall
Officers serve one-year terms, renewable, unless the membership adopts a different term length by policy. An officer may resign in writing to the Secretary, effective on receipt or a later stated date. A vacancy may be filled by Board appointment for the balance of the term or by special election, at the Board's discretion, following the Vacancy Appointment / Special Election Packet (document 3-25). An officer or director may be removed for cause — including material breach of the Code of Conduct, repeated unexcused absence, or breach of fiduciary duty — only after written notice, an opportunity to respond, and a two-thirds vote of voting members present at a meeting called for that purpose, per the Removal / Recall Due-Process Procedure (document 3-27).
Article 12. Meetings; Annual Calendar; Notices
The Council holds regular meetings no less than quarterly — the minimum CPD's current Guidelines require to maintain recognition — open to the public, on a recurring schedule posted every January per current CPD guidance (document 6-09). Every comparable, currently-operating Chicago PAC reviewed while drafting these Bylaws (Jackson Park, Horner Park, Welles Park) in practice meets monthly or near-monthly rather than only quarterly; the Board should treat monthly as the working target and quarterly strictly as the compliance floor, not the norm. Special meetings may be called by the President, a majority of the Board, or written petition of at least 10% of voting members, on at least 48 hours' notice, consistent with current CPD guidance for emergency or special meetings; any meeting cancellation is posted immediately and the Park Supervisor or Area Manager is notified. Meeting notice is posted and distributed through the channels identified in the Meeting Notice Checklist (document 6-10), consistent with current CPD notice requirements. Meetings may be recorded only with informed advance notice and no participant objection, per Article 19's recording-consent standard.
Article 13. Virtual / Hybrid Participation
The Board may authorize members to attend, participate, and vote at a meeting by telephone or video conference, provided all participants can hear (or, for accessibility, otherwise meaningfully follow) one another and the meeting is otherwise conducted consistent with CPD guidance on public access. A meeting may be held entirely virtually only where current CPD guidance permits it. Consistent with current CPD guidance, the agenda for a virtual meeting and the minutes of the prior meeting shall be made available at least three days before the virtual meeting takes place, and CPD staff shall be notified of the meeting. Technical failures affecting a material portion of attendees may require the Chair to adjourn and reschedule any vote taken during the disruption.
Article 14. Quorum and Voting Thresholds
A quorum for a general membership meeting is the greater of ten voting members or 10% of voting members in good standing. A quorum for a Board meeting is a majority of seated officers/directors. Ordinary matters pass by majority vote of those present and voting; amending these Bylaws requires a two-thirds vote of voting members present at a meeting where quorum is met and where the proposed amendment was included in the meeting notice; dissolution requires the supermajority specified in Article 30.
Article 15. Executive Committee
The Board may establish an Executive Committee composed of the four elected officers to act on time-sensitive matters between regular Board meetings, within authority the Board expressly delegates. The Executive Committee may not adopt, amend, or repeal Bylaws, remove an officer, approve the annual budget, or take any other action these Bylaws reserve to the full Board or the general membership. All Executive Committee actions are reported to the full Board at its next meeting.
Article 16. Standing and Ad Hoc Committees
The Board may establish standing committees (see the Standing Committee Charter Set, document 2-37) and ad hoc committees for defined, time-limited purposes. Each committee operates under a charter approved by the Board stating its purpose, scope, membership, reporting line, and (for ad hoc committees) sunset date. No committee may bind the Council financially or contractually beyond authority the Board delegates in its charter or by resolution.
Article 17. Financial Management; Fundraising; Donations
The Council shall maintain its funds in an account held in the Council's name, with signatories authorized by Board resolution, and shall maintain books and records adequate to produce a Treasurer's report at every regular meeting and to make required financial information available for public inspection consistent with CPD guidance. Before soliciting or receiving funds, the Council shall establish either its own qualifying federal tax-exempt status or an approved third-party fiscal sponsorship arrangement, per the Fiscal Structure Decision Memo (document 4-01), and shall coordinate with CPD before any fundraising campaign tied to CPD property or projects, per the Fundraising Policy (document 4-37). Gifts, sponsorships, and in-kind donations are governed by the Gift Acceptance Policy (document 4-28) and related policies; the Council may not independently grant naming rights to CPD property. No Council funds may be loaned to any person. Capital-improvement agreements with CPD are executed by the Council and, on CPD's side, the General Superintendent or their designee, per current CPD guidance (document 4-59). Annual financial and fundraising reporting to CPD, including bank evidence where currently required, is submitted per document 4-40.
Article 18. Ethics; Conflict of Interest; Recusal
Officers, directors, and committee members shall disclose, in writing and at the time known, any financial, familial, business, or other material interest that could reasonably affect their judgment on a matter before the Council. A person with a disclosed conflict shall not participate in deliberation or vote on that matter beyond presenting relevant facts, and the recusal shall be recorded in the minutes, per the Conflict of Interest Policy (document 5-22) and Recusal Record (document 3-13).
Article 19. Records; Transparency; PAC Binder; Retention
The Council shall maintain a PAC Binder at the park or another CPD-approved location containing current agendas, minutes, financial reports, sign-in/attendance records, bylaws, and Illinois not-for-profit status evidence, and shall retain PAC records for at least the minimum period CPD currently requires (five years) and longer where Illinois corporate, tax, or grant obligations require. Required financial records are available for public inspection consistent with CPD guidance and the Financial Records Public-Access Procedure (document 4-61). A meeting may be audio or video recorded only with informed notice in the meeting agenda and no objection from a participant present; if any participant objects, the meeting is not recorded.
The Council does not represent that it is subject to the Illinois Open Meetings Act or the Illinois Freedom of Information Act as a matter of current legal status — current CPD guidance states PACs are not subject to the Open Meetings Act, and no reviewed CPD material establishes an independent PAC as a FOIA "public body." The Council instead voluntarily adopts open-meeting and public-records practices at least as protective as if those statutes applied (documents 5-15 through 5-19), and will revisit this Article if CPD guidance, Illinois law, or qualified counsel's advice changes.
Article 20. Complaints and Conflict Resolution
A person with a complaint about Council conduct, a decision, or a violation of these Bylaws or the Code of Conduct may submit it in writing to the President or Secretary. The Council shall acknowledge receipt, provide a written response within a reasonable time and file a copy at the park, and, if the complainant is dissatisfied, they have the right to appear before the general membership to be heard. If the matter remains unresolved after that step, the complainant may file a written appeal with the Park Supervisor or Area Manager, who shares it with CPD's Department of Legislative and Community Affairs, who shares it with the CPD-side body with final authority over PAC complaints — named as the "PAC Governance Committee" in CPD's current (Feb. 2025) PAC Guidelines and as the "Complaint Review Committee (CRC)" in the Jackson Park Advisory Council's own current bylaws. Whichever name is currently correct (this should be confirmed directly with LCA, since the two real sources reviewed while drafting these Bylaws disagree), that CPD-side body's decision is final and binding on all parties, and it is a distinct body from this Council's own internal Governance Committee (chaired by the Vice President per Article 7; see documents 2-34, 2-37) — the Council's committee handles the Council's own internal governance policy work; it has no role in, and is not the same body as, CPD's complaint-escalation committee. All complaints and responses are logged per document 5-47.
Article 21. Beach Stewardship; Dunes; Habitat; Sustainability
Beach and dune stewardship is a core purpose of the Council, exercised entirely within the bounds CPD authorizes. The Council and its volunteers shall not collect, plant, remove, or otherwise disturb vegetation or habitat in the dunes/natural area; install, move, or repair signage or barriers; or conduct research, sampling, or monitoring requiring CPD authorization, except under a written CPD Natural Area Stewardship Authorization / Site Agreement (document 7-07) or equivalent current approval. Cleanup days, workdays, and observation logs are conducted under the Stewardship Workday Plan (document 7-09) and related stewardship policies.
Article 22. Water Safety; Lifeguard / Aquatics Liaison; Non-Interference
The Council may maintain a Safety Committee that communicates regularly with CPD aquatics/beach staff for safety education and issue escalation, but neither the Committee nor any Council volunteer directs, supervises, or substitutes for lifeguards or other CPD public-safety personnel, performs rescue functions unless separately qualified and acting under an authorized program, or issues official swim, water-quality, or hazard advisories. All public safety messaging shall accurately restate, with source and date, CPD's or another authoritative agency's current information, per the Water Quality Public-Information Protocol (document 7-18) and the Swim / Rescue Non-Interference Policy (document 7-28).
Article 23. Accessibility and Inclusive Participation
The Council commits to accessible meetings, communications, and events, and to advocacy supporting the beach's accessible shoreline route and beach wheelchair program. This includes providing accommodation on request, applying digital accessibility standards to online materials (document 9-23), and conducting periodic accessibility audits of the beach walk and Council activities (document 7-31 and 11-71).
Article 24. Cultural Programming; Traditions; Youth and Volunteer Programs
The Council recognizes and commits to respectful, non-appropriative engagement with 63rd Street Beach's existing cultural traditions, including its long-standing drum circle community, developed in consultation with tradition-bearers and without claiming Council ownership or control over community culture (document 8-21). Youth programming requires background-check compliance for adults in youth-facing roles, parental consent, and defined supervision ratios (document 8-23); general volunteer activity requires the applicable CPD Volunteer Application and background check (document 1-27, 1-29) and adherence to the Volunteer Handbook (document 6-24).
Article 25. Partnerships, Events and Required CPD Approvals
No Council-sponsored event or activity at the beach proceeds without Park Supervisor/Area Manager approval, using whichever CPD process fits the activity's scale: the routine Activity Request process referenced in CPD's own PAC Guidelines appendix for ordinary PAC activities at the park (document 8-03), or CPD's public Special Event Permit Application process for larger or public-facing events, which additionally requires payment of an initial permit application fee and, where triggered, amplified-sound, food, tent, alcohol, vending, or sponsorship permits (document 8-06). Partnership agreements (MOUs or services agreements) shall include an express clause that the partner and the Council cannot bind or represent CPD, per the Standard "PAC Is Independent of CPD" Contract Clause (document 5-40).
Article 26. Digital Communications / Electronic Records
Institutional digital accounts (website, email, cloud storage, social media) belong to the Council, not to any individual officer, and shall be transferred at every leadership transition per the Digital Account & Credential Handover Record (document 3-29). Electronic minutes, financial records, and policies are valid records for all purposes under these Bylaws, subject to the Records Retention Policy (document 5-09) and Cybersecurity Policy (document 5-35).
Article 27. Non-Discrimination
The Council does not discriminate in membership, participation, volunteer opportunities, or programming on the basis of race, color, ethnicity, national origin, religion, sex, sexual orientation, gender identity or expression, age, disability, marital or family status, or income, consistent with CPD's own conduct expectations for advisory councils.
Article 28. Parliamentary Authority
Robert's Rules of Order, Newly Revised (current edition) governs Council proceedings on any procedural question these Bylaws, an adopted policy, or current CPD guidance does not address.
Article 29. Amendments and Submission of Revisions to CPD
These Bylaws may be amended at a meeting where quorum is met, by two-thirds vote of voting members present, provided the proposed amendment text was included in the notice for that meeting at least 14 days in advance. Every adopted amendment is recorded in a Bylaws Adoption / Amendment Certification (document 11-20) and, once the Council is CPD-recognized, submitted to CPD for its records within the timeframe current guidance specifies.
Article 30. Disbanding / Dissolution and Disposition of Funds/Records
The Council may dissolve upon a two-thirds vote of voting members present at a meeting called specifically for that purpose, with notice of the proposed dissolution given at least 30 days in advance. Upon dissolution or suspension, the Council's permission to raise or spend funds solicited on CPD's behalf is suspended immediately, and its fiscal agent (if any) is notified to safeguard the funds; if the Council is not reinstated or a new PAC is not formed within 12 months, individual donors whose restricted contributions in the preceding 12 months total $2,000 or more may either have those restricted donations returned or redirect them, with the balance of the disbanded Council's funds going to CPD, consistent with current CPD guidance. Upon dissolution, the Council shall notify CPD, settle or transfer any fiscal-sponsor account per the sponsorship agreement, direct any remaining unrestricted funds to a successor 501(c)(3) organization with a substantially similar mission (or, absent one, to Ras Tafari Inc.) consistent with Illinois not-for-profit dissolution law, honor any donor restrictions on restricted gifts to the extent legally possible, and transfer all corporate, financial, and CPD-related records to Ras Tafari Inc. or a CPD-designated recipient for permanent retention, per the Disbanding / Dissolution Compliance Packet (document 5-50).
2-03 · Bylaws–Illinois Corporate Law Alignment Memo
Purpose: confirm, before final bylaws adoption, that the Council's CPD-style membership/election structure and its Illinois not-for-profit corporate structure describe the same people consistently, so there is no ambiguity about who holds which rights.
Analysis (working draft, to be confirmed by counsel): Under the General Not For Profit Corporation Act of 1986 (805 ILCS 105), an Illinois not-for-profit corporation has "members" (who hold the statutory rights the Act reserves to members, such as voting on dissolution and inspecting certain records) and "directors" (who hold fiduciary governance authority over corporate affairs, exercised as a board). Article 5 and Article 6 of these Bylaws define "voting members" in the CPD-PAC sense — residents/stakeholders who complete a membership application and meet good-standing criteria. Article 8 provides that the elected officers, together with any additional elected directors, constitute the statutory Board of Directors.
This memo's working conclusion is that the Council should treat its CPD-style "voting members" as also being the corporation's statutory "members" under the Act (i.e., a member-driven nonprofit, not a self-perpetuating board-only nonprofit), so that electing officers/directors and amending bylaws remain membership rights as the community model anticipates. This alignment should be re-confirmed by counsel at incorporation, since Illinois law permits either model and the choice has real consequences for who can compel a members' meeting, inspect books, or force a vote.
Open items for counsel: (1) confirm member-inspection rights under the Act are properly reflected in Article 19 and the Member Records Inspection Procedure (document 5-13); (2) confirm director removal-for-cause procedures in Article 11 meet statutory minimums; (3) confirm the dissolution asset-distribution clause in Article 30 satisfies both the Act and any 501(c)(3)/fiscal-sponsor restrictions.
Bylaws Article Cross-References (2-04 – 2-33)
These 30 register entries track the bylaws article-by-article for compliance purposes. Full text lives once, above, in document 2-02 — each card below just points to its article.
2-04 · Name, Purpose & Mission
Corresponds to Article 1 and Article 2 — defines the Council's name and its role as community voice/advisor and CPD supporter.
2-05 · Relationship to CPD / No Authority to Bind CPD
Corresponds to Article 3 — independence, advisory-only authority, and the unresolved Gate 0 recognition status.
2-06 · Geographic / Facility Scope
Corresponds to Article 4 — incorporates the CPD-approved boundary map once confirmed; GATE-classified.
2-07 · Membership & Openness
Corresponds to Article 5 — open membership, applications, good standing.
2-08 · Voting Rights & Good Standing
Corresponds to Article 6 — one-member/one-vote, no proxy/absentee voting.
2-09 · Officers
Corresponds to Article 7 — President, Vice President, Treasurer, Secretary at minimum.
2-10 · Corporate Board / Directors
Corresponds to Article 8 — the Illinois not-for-profit board and its relationship to elected officers.
2-11 · Officer & Director Duties
Corresponds to Article 9 — fiduciary, records, CPD-cooperation duties.
2-12 · Nominations & Elections
Corresponds to Article 10 — nomination, 14-day notice, ballots, CPD presence, certification.
2-13 · Terms, Vacancies, Resignation, Removal & Recall
Corresponds to Article 11 — succession and due process for leadership changes.
2-14 · Meetings, Notice & Annual Calendar
Corresponds to Article 12 — quarterly-minimum meetings, notice, open attendance.
2-15 · Virtual / Hybrid Participation
Corresponds to Article 13 — lawful remote-meeting method.
2-16 · Quorum & Voting Thresholds
Corresponds to Article 14 — quorum, majority, and supermajority rules.
2-17 · Executive Committee
Corresponds to Article 15 — limited between-meetings authority.
2-18 · Standing & Ad Hoc Committees
Corresponds to Article 16 — committee authorization and scope.
2-19 · Financial Management
Corresponds to Article 17 — bank/accounting controls, reporting, fundraising compliance.
2-20 · Conflict of Interest / Recusal
Corresponds to Article 18 — disclosure and recusal requirements.
2-21 · Records, Transparency & Retention
Corresponds to Article 19 — PAC Binder, five-year minimum retention, corporate records.
2-22 · Meeting Recording / Consent
Corresponds to Article 12 & Article 19 — informed-consent recording rule.
2-23 · Complaint / Conflict Resolution
Corresponds to Article 20 — written response, hearing, CPD escalation.
2-24 · Beach Stewardship & Environmental Protection
Corresponds to Article 21 — formal stewardship purpose, deferring authority to CPD.
2-25 · Water Safety & Lifeguard Liaison
Corresponds to Article 22 — liaison role without directing lifeguards or issuing advisories.
2-26 · Accessibility & Inclusive Use
Corresponds to Article 23 — accessible meetings/events and beach-access advocacy.
2-27 · Cultural Programming & Community Traditions
Corresponds to Article 24 — respectful engagement with drumming and cultural traditions.
2-28 · Youth & Volunteer Programs
Corresponds to Article 24 — safeguards, background checks, volunteer authority boundaries.
2-29 · Partnerships / MOUs
Corresponds to Article 25 — partnership authorization and the CPD-independence clause.
2-30 · Non-Discrimination
Corresponds to Article 27 — inclusive membership/participation standards.
2-31 · Parliamentary Authority
Corresponds to Article 28 — Robert's Rules of Order, Newly Revised.
2-32 · Amendments
Corresponds to Article 29 — notice, voting threshold, CPD submission.
2-33 · Dissolution / Disbanding
Corresponds to Article 30 — CPD notice, fund disposition, Illinois dissolution.
2-34 · Governance Policies Manual
The Bylaws set the Council's constitutional rules; the Governance Policies Manual holds everything that would otherwise clutter them — detailed procedures the Board can revise through a lighter-weight policy-amendment process (document 2-38) rather than a full bylaws amendment. It is designed to be adopted within the first 90 days after recognition and updated continuously thereafter.
Planned contents (indexed here, each maintained as its own living policy):
- Board Policies Manual (2-35) — agenda development, delegation, oversight, evaluation.
- Delegation of Authority Matrix (2-36).
- Standing Committee Charter Set (2-37).
- Conflict of Interest, Confidentiality, Data Privacy, and Cybersecurity policies (Phase 5).
- Financial Policies & Internal Controls Manual, Fundraising Policy, Gift Acceptance Policy (Phase 4).
- Volunteer, Youth Protection, and Accessibility policies (Phase 6 & 8).
Each policy in the Manual carries its own approval date, owner, and next-review date, tracked centrally in the Policy Register (document 2-39).
2-35 · Board Policies Manual
Operational rules for how the Board itself functions, distinct from the Bylaws' constitutional structure:
- Agenda development: requests for agenda items are due to the Secretary at least 7 days before a regular meeting; the President and Secretary finalize the agenda 3 days out; any Board member may add an item at the meeting with unanimous consent.
- Delegation: the Board may delegate defined tasks to officers, committees, or (if ever engaged) contractors, but delegation does not transfer fiduciary responsibility — the delegating body remains accountable for oversight.
- Oversight: the Board reviews the Treasurer's report, committee reports, and any outstanding CPD compliance items at every regular meeting.
- Evaluation: the Board conducts an annual self-assessment (document 3-18) and reviews this Manual alongside the Annual Governance Review Checklist (document 2-40).
- Confidentiality: Board members do not disclose member personal data, active complaint details, or pre-decisional deliberations outside the Board except as these Bylaws or law require.
- Decision documentation: every Board decision is recorded as a numbered motion or resolution in the minutes and, where material, in the Decision / Resolution Register (document 6-17).
2-36 · Delegation of Authority Matrix
Defines who may approve what, and at what dollar/scope threshold, without a higher-level vote. Figures below are starting proposals for Board adoption, not final.
| Decision type | Officer / Committee | Board | General Membership |
|---|---|---|---|
| Routine expense under $250 | Treasurer, with receipt on file | — | — |
| Expense $250–$1,000 | Requires President + Treasurer co-approval | Reported at next meeting | — |
| Expense over $1,000, or any new contract | Recommends | Approves by majority vote | — |
| Annual budget | Treasurer prepares | Recommends | Approves |
| Fundraising campaign / CPD coordination | Finance Committee prepares | Approves | Informed |
| Bylaws amendment | Governance Committee drafts | Recommends | Approves (2/3 vote) |
| Policy adoption/amendment (non-bylaws) | Owning committee drafts | Approves | Informed |
| Officer removal | — | Initiates process | Approves (2/3 vote) |
| Dissolution | — | Recommends | Approves (2/3 vote, 30-day notice) |
2-37 · Standing Committee Charter Set
Individual one-paragraph charters, activated as the Council staffs each committee:
2-38 · Policy Adoption / Amendment Procedure
Non-bylaws policies (everything in the Governance Policies Manual and phase-specific policies throughout this library) follow a lighter process than a bylaws amendment: (1) the owning committee drafts or revises the policy and states its purpose and any CPD/legal basis; (2) the Governance Committee reviews for conflicts with the Bylaws or CPD requirements; (3) where a policy materially affects membership rights, it is circulated to members at least 7 days before the vote; (4) the Board adopts by majority vote at a meeting with quorum; (5) the adopted policy is dated, versioned, and entered in the Policy Register (document 2-39); (6) superseded versions are retained per the Records Retention Policy, not deleted.
2-39 · Policy Register & Version History
A living index of every current and superseded policy. Seeded here with its column structure and the two policies drafted so far on this page; the Secretary adds a row every time the Board adopts or amends a policy.
| Policy | Version | Owner | Approved | Next Review |
|---|---|---|---|---|
| Delegation of Authority Matrix (2-36) | Draft v0.1 | Finance Committee | Not yet adopted | — |
| Board Policies Manual (2-35) | Draft v0.1 | Governance Committee | Not yet adopted | — |
| Additional rows added as each phase's policies are drafted and adopted. | ||||
2-40 · Annual Governance Review Checklist
- Bylaws reviewed against current CPD PAC Guidelines and Code of Conduct; discrepancies flagged.
- Illinois NFP Annual Report filed and Certificate of Good Standing current.
- Federal exemption / fiscal sponsor status confirmed current, if applicable.
- Board and officer roster matches CPD Officer Update filings.
- All officer/finance/youth volunteer background checks current.
- Committee charters reviewed; inactive committees sunset per policy.
- Policy Register reviewed; any policy past its scheduled review date updated or re-affirmed.
- Delegation of Authority Matrix thresholds still appropriate to current budget size.
- PAC Binder complete and current at the in-park filing location.
- Gate 0 recognition status re-confirmed; this page's disclaimers updated if CPD's determination has changed.