BYLAWS 

of 

THE PLAINFIELD LEAGUE OF CHARITABLE GIVING (PLCG) January 2026

ARTICLE I
Organization 

The name of the organization shall be PLAINFIELD LEAGUE OF CHARITABLE GIVING (PLCG). 

ARTICLE II 

Purpose 

Plainfield League of Charitable Giving (herein PCLG) intends to create a network of local corporate, business and community donors who seek to make donations to Plainfield-based local charitable 501(c)(3) organizations. The goal is to create one local resource that simplifies the donation process for both donors and recipients. Donors may specify charitable organizations to direct funds to, or they may request that PLCG manages the collection of funds and allocation to vetted local charities in our network. PLCG will raise funds throughout each calendar year and will allocate funds as specified by the donor, or will select recipients and announce awards during an annual event. 

ARTICLE III 

Location 

The principal executive office of the corporation in the State of Illinois shall be located in the Village of Plainfield and the County of Will. The corporation may have other offices, either within or without the State of Illinois, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE IV 

Board of Directors 

Section 1. Powers. Subject to any provision in the Articles of Incorporation, including the stipulations outlined Section 108.05 and 108.10 of the Illinois General Not for Profit Corporation Act 805 ILCS 105i, the business and affairs of the corporation shall be managed by a board of directors. 

Section 2. Composition. The authorized number of directors shall be no less than 5 until changed by amendment to this Article of these bylaws. The number of Directors will always be odd to maintain the ability to conduct tie-breaking votes. The foundation shall be governed by a Board of Directors consisting of a President, Vice President, Secretary, Treasurer, and other officers as designated by a majority vote by the Board. Titles may be assigned for specific roles, and will also be voted on and designated by a majority vote by the board, elected by the Board of Directors with voting rights. 

Section 3. Election and Term of Directors. Each director shall hold office for a minimum period of two years, or until his/her successor shall have been elected and qualified, or until his/her prior resignation or removal. Unless otherwise provided in the Articles of Incorporation, a director may be removed, with or without cause, by a majority vote of the board, subject to Section 8.35 of the Business Corporation Actii. 

Section 4. Residency and Board Member Requirements. The President and Vice President shall be Plainfield, IL residents, business owners, or maintain a primary vocation within Plainfield, IL. All other directors need not be residents of Painfield, Illinois unless the Articles so prescribe. It is preferred that at least one Plainfield Township or Village of Plainfield Trustee be a Board member at all times. In the event no Trustee is able or willing to be a Board member, regular meetings with the Village of Plainfield and/or the Plainfield Township Trustee Board(s) will be held to maintain transparency and communication with local governing bodies. 

Section 5. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of the board called for that purpose. A Director elected to fill a vacancy shall serve until the next annual meeting at which directors are to be elected. 

Section 6. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw. The Board of Directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than this resolution. 

Section 7. Manner of Convening Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or Vice President or any two directors. 

Section 8. Place of Special Meetings. The person or persons authorized to convene special meetings of the Board of Directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the board of directors. 

Section 9. Notice of Director’s Meetings. Special meetings of the Board of Directors shall be held upon at least 48 hours prior notice emailed to each Board member and Director. 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 transacted at nor the purpose of any regular or special meeting of the board of directors need to be specified in the notice or waiver of notice of such meeting. 

Section 10. Quorum of Directors. A majority of the number of Directors fixed by the Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Voting or resolutions on final decisions will not be conducted unless a majority of the Board is present. 

Section 11. Informal Action by Directors. Unless specifically prohibited by the Articles of Incorporation, any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all the Directors entitled to vote. 

Section 12. Dissent. Any director present at a meeting of its board of directors may enter a Vote of Dissent. A Vote of Dissent must be entered into the minutes by the Secretary. In the event a director will be absent from a vote, his vote of dissent may be submitted in writing and presented at the meeting by proxy via another director. 

Section 13. Voting. At all Board meetings, votes shall be by voice unless a Board member requests a vote by ballot. For election of Officers or any vote, any current Officer may request a vote be conducted by ballot. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of Officers and Directors. 

Section 14. Compensation. PLCG is a volunteer-led organization. No Board member, officer, or director shall receive compensation for their service on the PLCG Board. Reasonable reimbursement may be provided for pre-approved, documented expenses incurred on behalf of PLCG, in accordance with organizational policies and applicable law. Board service is undertaken solely in a fiduciary and volunteer capacity, with no expectation of financial benefit. 

ARTICLE V 

Order of Business 

1. Roll Call 
2. Reading of Minutes 
3. Reports of Officers 
4. Reports of Committees 
5. Unfinished Business 
6. New Business 
7. Announcements 
8. Adjournments 
   
   

ARTICLE VI 

Officers 

Section 1. Number. The Officers of the corporation shall be a President,

Vice-president, a Secretary and a Treasurer, as well as other additional officers whose titles and duties shall be determined by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President, Vice-president, Secretary and Treasurer. An Officer shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or the Articles of Incorporation to be executed, acknowledged, or verified by two or more officers. 

Section 2. Election. The officers of the corporation shall be chosen every two years by the Board of Directors at its Annual Election Meeting held in July of each alternate year. Each officer shall hold office for two years, until his death, resignation or removal as hereinafter provided. A vacancy in any office because of death, resignation or removal or other cause shall be filled by the Board at either an annual or special meeting. The President and Secretary will be elected on alternating election years from the Vice President and Treasurer. An even number of remaining Board Members will be elected on alternating election years. 

Section 3. Resignation and Removal. An Officer may resign at any time upon written notice to the PLCG organization. An Officer may be removed at any time, either with or without cause, by the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Violations of the Code Of Conduct specified in Amendment A will result in immediate removal from the Board of Directors. 

Section 4. President. The President shall be the Chief Executive Officer and, subject to the direction and control of the Board of Directors, shall shall provide overall leadership and direction to the PLCG Organization, including appointing all committees rather temporary or permanent, seeing that all books, reports and certificates required by law are properly kept and/or filed, be one of the Officers who may sign the checks or drafts of the organization, and, shall see that all orders and resolutions of the Board are carried out. He or she shall preside at all meetings of the Directors, present an annual organizational report at each annual meeting, and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors or Bylaws. 

Section 5. Vice-President. During the absence or disability of the President, the Vice-president shall possess all powers, privileges and functions of the President. The Vice-president shall perform such other duties as may from time to time be prescribed by the Board of Directors or the Bylaws. 

Section 6. Secretary. The Secretary shall maintain accurate records or cause to be maintained, the minutes of all meetings of the board of directors. The secretary shall see that all notices of meetings are given in accordance with the provisions of these Bylaws or as required by law. The Secretary shall keep or cause to be kept the original or a copy of the Bylaws and Amendments and other documents of the PLCG organization on an accessible cloud storage server and shall certify that all such documents of the organization are true and correct copies. The Secretary shall attend to, present and submit any correspondence of the Organization. The secretary shall perform whatever other duties that may be prescribed by the Board. The Secretary shall disseminate meeting notes to the Board of Directors and any members via email. 

Section 7. Treasurer. The Treasurer shall oversee financial management; deposit all money and other valuables in the name of the organization in such banks, trust companies or other depositories as designated by the Board of Directors; prepare and present financial reports to the annual meeting and regular meetings of the Board of Directors, be one of the officers who shall sign checks or drafts of the organization and perform such other duties that may be prescribed by the Board. 

Section 9. Director of Marketing. The Director of Marketing shall develop marketing strategies for the foundation to support events and initiatives and establish a clear and consistent branding. Implements a communication strategy with a goal to generate greater interaction and programmatic thrusts. Write, design and publish digital updates and printed materials. Monitor multiple media outlets to ensure brand integrity. Utilizing multiple media outlets, educate the public and private sectors in regards to foundational goals and initiatives. Enhance programmatic development and goals through collaboration with the Plainfield, IL community by supporting and developing project priority list/schedule. 

Section 10. Director of Fundraising. The Director of Fundraising shall develop and execute fundraising strategies, cultivate donor relationships, and ensure donor stewardship. The director of Fundraising will also chair the committee for Fundraising Events and will help coordinate Fundraising events. 

Section 11. Director of Funding. The Director of Funding shall oversee awarded monies, develop eligibility criteria, and manage allocations with the Treasurer. 

ARTICLE VII 

Committees 

The Board of Directors may establish committees as necessary to carry out the work of the foundation. All committees of this organization shall be appointed by the President/Vice-president of the organization and their term of office shall be for a period of one year unless terminated by the action of the president and Board of Directors. 

ARTICLE VIII 

Finances 

Section 1: Budget. The Treasurer, in collaboration with the finance committee, shall develop an annual budget outlining projected income, expenses, and financial goals for the foundation’s operations and programs. 

Section 2: Financial Controls. The Treasurer shall establish and maintain financial controls, including proper accounting procedures, internal checks and balances, and adherence to financial policies and regulations. 

Section 3: Audit. An independent audit of the foundation’s financial records shall be conducted annually to ensure accuracy, transparency, and compliance with applicable laws and regulations. 

Section 4. Compensation. PLCG is a volunteer-led organization. No Board member, officer, or director shall receive compensation for their service on the PLCG Board. Reasonable reimbursement may be provided for pre-approved, documented expenses incurred on behalf of PLCG, in accordance with organizational policies and applicable law. Board service is undertaken solely in a fiduciary and volunteer capacity, with no expectation of financial benefit.. 

Section 5. Dissolution of the Organization In the event of the dissolution of the Plainfield League of Charitable Giving (PLCG): All remaining assets, after payment of lawful debts and obligations, shall be distributed exclusively for charitable purposes. Assets shall be transferred to one or more Plainfield-based nonprofit organizations that qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, consistent with PLCG’s mission. No assets shall inure to the benefit of any Board member, officer, volunteer, donor, or private individual. 

ARTICLE IX 

Marketing Guidance 

Section 1: Marketing Strategy. The Director of Marketing shall lead the development and execution of marketing initiatives, including branding, messaging, and communication efforts. 

Section 2: Branding and Communication. The foundation shall establish a strong brand identity that reflects its mission, values, and impact. Communication efforts shall include digital marketing, social media, email campaigns, public relations, and other channels to engage stakeholders and amplify the foundation’s message. 

Section 3: Community Engagement. The foundation shall actively engage with the community through events, partnerships, and outreach initiatives to build support and foster collaboration. The Director of Marketing shall cultivate relationships with community organizations to promote the foundation’s mission and programs. 

ARTICLE X 

Advisory Board 

The Board of Directors may, by resolution, establish a board of advisors (the “Advisory Board”) to be comprised of one or more individuals chosen by the Board at its sole discretion. The Board shall not be bound by any advice or decision of the Advisory Board. The members of the Advisory Board shall not have the rights or privileges of Directors of PLCG and shall have no power or authority over the operation of PLCG. A member of the Advisory Board may be removed at any time by the affirmative vote of a majority of the Board with or without cause.

ARTICLE XI 

Waiver of Notice 

Any notice required to be given under the provisions of these Bylaws, the Articles of Incorporation, or the provisions of the Business Corporation Act may be waived by the individual entitled to such notice. A waiver in writing signed by said individual, whether before or after the time stated in the notice, shall be deemed equivalent to the giving of such notice. 

ARTICLE XII 

Miscellaneous 

Section 1. Fiscal Year. Fiscal Year. The fiscal year of PLCG shall begin on January 1 and end on December 31 of the year. 

Section 2. Dissolution. Upon dissolution PLCG, the organization’s remaining assets must be used exclusively for exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future tax code, such as charitable, religious, educational, and/or scientific purposes or shall be distributed to the federal, state or local government for a public purpose. 

ARTICLE XIII 

Amendment of Bylaws 

Bylaws may be adopted, altered, amended, or repealed at any meeting of the board of directors of the corporation by a majority vote of the directors present at the meeting, provided notice has been given in advance. 

CERTIFICATE 

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the board of directors of said corporation on the date set forth below.

iSec. 108.05. Board of directors. (a) Each corporation shall have a board of directors, and except as provided in articles of incorporation, the affairs of the corporation shall be managed by or under the direction of the board of directors. (b) A director need not be a resident of this State or a member of the corporation unless the articles of incorporation or bylaws so prescribe. The articles of incorporation or the bylaws may prescribe other qualifications for directors. (c) Unless otherwise provided in the articles of incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, notwithstanding the provisions of Section 108.60 of this Act. 

ii Section 805 ILCS 5/8.35 – Removal of directors: (a) One or more of the directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except as follows: (1) No director shall be removed at a meeting of shareholders unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting.(2) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.(3) If a director is elected by a class or series of shares, he or she may be removed only by the shareholders of that class or series.(4) In the case of a corporation whose board is classified as provided in subsection (e) of Section 8.10, the articles of incorporation may provide that directors may be removed only for cause. 

AMENDMENT A: 

PLAINFIELD LEAGUE OF CHARITABLE GIVING (PLCG) CODE OF CONDUCT 

Purpose 

The Plainfield League of Charitable Giving (PLCG) exists to strengthen the Plainfield community by connecting local corporate, business, and community donors with Plainfield-based 501(c)(3) charitable organizations. This Code of Conduct establishes clear expectations to ensure integrity, transparency, fairness, and trust among donors, nonprofit partners, board members, volunteers, and all individuals representing PLCG. 

Guiding Principles 

All PLCG activities are guided by the following principles: 

• Integrity: Act honestly, ethically, and in the best interest of the community. 
• Transparency: Operate with openness and clear communication regarding fundraising, fund management, and allocation. 
• Stewardship: Responsibly manage donated funds and honor donor intent. 
• Equity & Fairness: Treat all donors and charitable organizations with respect and impartiality. 
• Community Impact: Prioritize decisions that create meaningful, positive outcomes for Plainfield-based charities and residents.

Scope

This Code of Conduct applies to PLCG board members, officers, committee members, volunteers, advisors, contractors, and any individual acting on behalf of PLCG. 

Ethical Conduct & Professional Behavior 

All representatives of PLCG shall: 

• Conduct themselves in a professional, respectful, and lawful manner at all times. 
• Act in good faith and with due diligence when representing PLCG. 
• Avoid behavior that could damage the reputation, credibility, or mission of PLCG. 
• Comply with all applicable local, state, and federal laws and regulations governing nonprofit organizations and charitable giving.

Donor Relations & Stewardship 

PLCG is committed to responsible donor engagement and stewardship. Accordingly: 

• Donor intent shall be respected and honored whenever legally and ethically possible. 
• Donors may direct contributions to specific charitable organizations or entrust PLCG with the allocation of funds to vetted local charities. 
• Donor information shall be kept confidential and used solely for PLCG-related purposes. 
• PLCG shall not provide preferential treatment to donors in exchange for influence over organizational decisions beyond stated giving options.

 

Fundraising & Financial Integrity 

To ensure public trust and accountability: 

• All funds shall be raised, managed, and distributed in alignment with PLCG’s mission and stated processes. 
• Accurate financial records shall be maintained and made available as required by law and governance best practices. 
• Funds managed by PLCG for allocation will be distributed either according to donor direction or through a fair and transparent selection process. 
• Awards and allocations will be communicated clearly, including announcements made during PLCG’s annual event.

Charity Vetting & Allocation Process 

PLCG is committed to responsible allocation of funds: 

• Charitable organizations must be verified as Plainfield-based 501(c)(3) organizations to be eligible for PLCG-managed funds. 
• Vetting processes shall be applied consistently and objectively. 
• Allocation decisions shall be made without favoritism, discrimination, or personal gain. 
• Board members or volunteers with affiliations to applicant organizations must disclose such relationships and recuse themselves from related decisions.

Conflicts of Interest 

All individuals acting on behalf of PLCG must: 

• Disclose any actual, potential, or perceived conflicts of interest. 
• Refrain from participating in decisions where a conflict exists. 
• Avoid using their position within PLCG for personal, professional, or financial benefit. 

 

Respectful & Inclusive Environment 

PLCG is committed to fostering a welcoming and inclusive environment: 

• Discrimination, harassment, or exclusion based on race, color, religion, gender, sexual orientation, age, disability, or any other protected characteristic will not be tolerated. 
• All interactions shall be grounded in mutual respect and collaboration.

Confidentiality 

Individuals representing PLCG may have access to sensitive information. Such information must: 

• Be used only for legitimate PLCG purposes. 
• Be protected from unauthorized disclosure. 
• Remain confidential even after an individual’s service with PLCG ends.

Reporting Concerns & Enforcement 

• Suspected violations of this Code of Conduct should be reported to the PLCG Board or a designated ethics officer. 
• Reports will be handled discreetly and investigated promptly. 
• Violations may result in corrective action, including removal from a role or affiliation with PLCG.

Commitment 

All individuals acting on behalf of PLCG are expected to review, understand, and adhere to this Code of Conduct. By doing so, we collectively uphold the trust placed in PLCG by donors, charitable partners, and the Plainfield community.