QR Fl al ji; $71 2 LXLAES . .. IQTIT . 1.2. ARTICLE I CORPORATION Section 1.1 Corporate Nge. The name of the corporation shall be Chicago Infrastructure Trust, an Illinois nohfor-profit corporation (the "Trust"). Section 1.2 Corporate The Trust is organized and shall be operated exclusively for civic and charitable purposes within the meaning of Section 501(c)(3) of the Intemal Revenue Code of 1986, as now enacted or as hereafter amended (or section of.any future federal tax code), including to lessen the burdens of government that otherwise would fall on the City of Chicago and its sister agencies by providingnfunding and credit support to qualifying infrastructure projects; playing an important coordinating and facilitative_role in attracting private investment to Chicago's infrastructure; financing capital investments for transformative infrastructure projects within the City; making grants for transformative infrastructure projects; facilitating projects affecting multiple co-ordinate units of local govemment that will enable the sharing of labor, resources and knowledge between and among suclfunits of local govemment; and includfng all activities incidental or related thereto. Section 1.3 Limitations. Notwithstanding any other provision of these Bylaws: ZN 1.3.1 The Trust is organized end shall be operated in accordance with City of Chicago Ordinance No. 02012-1366 (adopted April 24, 2012), as now enacted or as hereafter amended (the "Ordinance"). 1.3.2 No part of the net earnings of the Trust shalginure to the benefit of, or be distributable to, its Directors, officers or other private persons, ?xcept hat the Trust shall be qpthorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of'Ihe purposes set forth above; 1.3.3 No part of the activities of the Trust shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Trust shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalfg opposilm to, any candidate for public office; and . .4 In the event of tl1e dissolution of tl1e Trust, the Board of Directors of the Trust shall pay or make provision for}; tl1e payment of all of the liabilities of the Trust, and thereafter shall cause the remaining assets of the Trust to be distributed to the City of Chicago, Illinois (the "City"), to be used exclusively for the same corporate for which the Trust was established. Any such assets act so disposed of shall be disposed of by the appropriate court of law of tl1e county in which the principal office of the is then located, ex usively for such purposes to a govemmental unit or units or to such organization or organizat ons, as said court shall determine, lat are organized and operated exclusively for charitable purposes as shall at the time qualify as` an exempt organization or organizations under Section 501(c)(3) of the 1 101422ss1.u lli 2 gntemal Revenue Code of 1986, as now enacted or as hereafter amended (or a corresponding . section of any future federal tax code). ARTICLE II OFFICES Section 2.1 Registered Office. The Trust shall continuously maintain a registered office in the State of Illinois (which may, but need not be, the same as its place of business) and a registered agept whose business office is identical with such registfred office. Section 2.2 Qther Offices. The Trust may also have offices at such other places as the Board of Directors may from time to time determine or as the business of the Trust may require. ARTICLE HI MEMBERS IL The Trust shall have no members. ARTICLE IV DIRECTORS Section 4.1 General Powers. The business and affairs of the shall he managed by or under the direction of its Board of Directors (the "Board"). The Board shall determine compliance with the Trust's stated purposes and limitations and shall have the power and authority to do and perform all acts or functions not inconsistent with these Bylaws, the Trust's Articles of Incorpordon, or the Ordinance. Section 4.2 Number, Appointment and Term? The number of Directors of the Trust shall be no fewer than six and no more than eleven, as determined from time to time by the V. Board consistent with the appointmel mechanisms deslibed in this Sectin. The Directors be divided into three classes, designated as Class I, Class II and Class as follows: 4.2.1 Class I Voting Directors (the "Voting Directors"). The number of Vo&g Directors of the Trust shall be five. The Voting Directors shall be appointed by the Mayor of the City of Chicago (the "Mayor") with the approval of the Chicago City Council (the "City Council"). One of the Voting Directors shall be a member of the City Council, and each of the four other Voting Directors shall have expertise in one or more of the following areas: financing and development of infrastrulrre; capital markets; and municipal finance. The initial Voting Directors will serve for the following terms, or until his or her successor is duly qualified and appointed: one Voting Director for a tenn commen?mg with the incorporation of the Trust and ending on December 31, 2013; two Voting Directors for a tenn commencing with the incorporation of the Trust and ending on December 31, 2014; and two Voting Directors for a term commencing with the incorporation of tl1e Trust and ending on December 31, 2015. Succeeding Voting Directors shall serve full three-year terms in staggered rotation, or until his or her successor is duly qualiied and appointed. If at any time the City Council Voting Director ceases to be a member of the City Council, his or her term as a Voting Director shall also cease, and a member of the City Council shall be appointed to serve the remainder of the term. A Voting Director may only be removed for cause by the Mayors 4.2.2 Class II Advisory Directors. Class II Directors shall be advisory directors - of the Trust; they shall not be entitled to vote, and shall_not vote, on any matter or transaction before the Board. The number of Class II llectors sl" be no more than three. One Class II 2 70l42253l.ll PII-JI W. I 2 ml Director shall be the City Treasurer. Any other Class Il Directors shall be appointed by the . Mayor and shall be either commissioners officials or employees of the City or of the following units of govermnent: the Public Builang Commission of Chicago, the Chicago Transit Authority, the Chicago Board of Education, Community College District Number 508, the Chicago Park District and the Chicago Housing Authority (each a "CE?ordinate Unit of Govemment") or board members of"the Co-Ordinate Units of Govemment. Each Class II shall serve on an ex ojicio basis, while also serving in his or her respective capacity as a commissioner, official, employee or board member of the City or of a Qgordinate Unit of Govemment; if at any time the Class II Director ceases to serve in the City or Co-ordinate Unit of Govemment position he or she held at the time of the Mayor's appointment, his or her term as a Class II Director shall also cease. A Class II Director appointed by the Mayor may be removed with or without cause at any time by the Mayor. 4.2.3 Class Advisory Directors. Class Directors shall be advisory directors the Trust; they shall not be entitled to vote, and shall not vote, on any matter or transaction before the Board. The number of Class Directors shall be no more than three. Class Directors shall be elected by the Voting -Directors. Each Class Diredpr shall hold office for a term of two years or until his or her successor is duly qualified and elected. At each annual meeting, the Voting Directors shall elect successors for those Advisory Directors whose terms are expiring in that year. A Class Director may be removed with or without cause at any time by the Board. Section 4.3 Resignition of Directors. A Director may resign at any time by written notice to the Chair; such resignation shall be effective on the date it is received, or its designated effective date (if later). Section 4.4 Vacancies. Any vacancy occurririg in the Board shall be filled by appointment in a manner consistent with Section 4.2 hereof. A Voting Director or a Class Director appointed to fill a vacancy shall hold office for the duration of the term vacated or until his or her successor is duly qualified and appointed. A Class II Director appointed to fill a vacancy shall serve on an ex ojicio basis. Section 4.5 Compensation. Directors shall not receive any compensation for their services as Directors; however, the Board may authorize reimbursement of reasonable expenses incurred in the performance of their duties. Nothing herein shall be construed to preclude a Director from serving the Trust in any other capacity and receiving reasonable compensation therefor. ARTICLE COMPLIANCE WITH OPEN MEETINGS ACT I Section sfi Compliance with thEURJOpen Meetings Act. Thi; Board will provide public notice of its meetings and conduct its meetings in accordance with the Hlinois Open Meetings Act, 5 H..CS 120/1 et seq., as now enacted or as hereafter amended (the "Open Meetings Act"), as provided in this Article V. As non--voting, advisory directors, Class II Directors and Class Directors shall not be considered members of the Board (the executive body of the Trust) for the purposes of tl1e Open Meetings Act; provided, however, that any Class II Director or Class Director that is a member of a Board committee established pursuant to Article VI hereof shall 3 be considered a member of an administrative or advisory body of the Trust for the purpose of - applying the Open Meetings Act to the meetings of such committee. 5.1.1 All meetings of the Board shall be open to the public, held at specified times and places which are convenient and open to the public, unless excepted and closed pursuant to Subsection 5.1.2 hereof. All gatherings, whether in person or by video or qjdio conference, telephone call, electronic means (such as, without limitation, email, electronic chat I and instant messaging) or other means of contemporaneous interactiyiqommunication, of any three or more Voting Directors held for the purpose of discussing business of the Trust sh@ be considered a "meeting of the Board" for the purpose of this Section. 5.1.2 The Board may hold closed meetings to consider subjects excepted from open meeting requirements pursuant subsection of Section 2-of the Open Meetings Act upon the vote of at least three Voting Directors present at a meeting open to public. The citation to the specific enmption contained in Section 2 of the Open Meetings Act shall be"disclosed at the time of the vote and recorded in the minutes. At any open meeting for which proper notice has been given, the Board may without additional notice hold a closejl meeting. Only topics specified in the vote to close may be considered during a closed meeting, and no final action may be taken. 5.1.3 Any person shall be permitted an opportunity to address the Board at any meeting open to the public, subject to reasonable restrictions adopted and recorded by the Board to ensure orderly conduct of business and to account for time and space constraints. En Section 5.2 Quorum of Directors. Three of the Voting Directors then in office and physically present at any meeting of the Board shall constitute a quorum for the transaction of business. If less than a quorum of Ie Voting Directors is present at a meeting, a majority of the Voting Directors present may adjourn the meeting at any time without further notice, unless otherwise-required by law. Section 5.3 Manner of Acting. The Board shall act by the affirlative vote of at least three of the Voting Directors present at a meeting at which a quorum is physically present. Eg Voting by proxy or absentee ballot is prohibited. Section 5.4 MeetLng' by Conference Telephone or Videoconference. If a quorum is physically present at a meeting of the Board, the Board may permit a Director to participate in and act at such meeting by means of conference telephone, videoconference or other communications equipment through which all persons participating in the meeting can hear each other simultaneously if the Director is prevented from physically attending the meeting because of personal illness or disability, employment purposes or Trust business or a family or other emergency. lgarticipation at a meeting accordance with this Section shall be equivalent to_. attendance and presence in person at the meeting of the person or persons so participating, except for the purpose of determining that a quorum exists in accordance with Section 5.2 hereof. Section 5.5 gual Meeting. The Amrual Meeting of the Board shi] be held on such day as the Board shall designate for the purpose of electing Class Directors and electing officers and for the transaction of any other proper business. Pi!} 2 gl Section 5.6 . The Board shall meet at least [quarterly], and more often as determined by the Chair. Special meetings of the Board may be called by or at the request of the Chair or any two Voting Directors. Section 5.7 Notice of Meetings. 5.7.1 Annual and Regular Meetings. 5.7.1.1 The Bo5rd'shall give public' ri&ice of the date of its annual meeting and the schedule of its regular meetings at the beginning of each fiscal year and shall state the regular dates, times and places of such meetings. If a change is made in a regular meeting date,=at least 10 days' notice of such change shall be given. 5.7.1.2 An agenda for the aniial meeting and each regular meeting shall be posted at least 48 hours in advance of the holding of such meeting. The requirement of a meeting agenda shall not preclude the consideration of items not specifically set forth in the agqnda. 5.7.2 Special Meetings, Rescheduled Meetings and Emergency Meetings. The Board shall give public notice of any special meeting (except a meeting held in the event of an emergency) or bf any rescheduled regular meeting at least 48 hours before such meeting? which notice shall also include the agenda for such meeting. The validity of any action taken by the Board which is germane to a subject on the agenda shall not be affected by other errors or omissions in the agenda. Notice of an emergency meeting shall be given as soon as practicable (but in any event prior to the holding of such meeting) and in the same mamier as is given to the Directors to any news medium that has filed an armual request for notice under Subsection 5.7.4 hC1'C0f. 5.7.3 qf Notice. Public notice of all meetings of the Board, whether open or closed, shall be given in coqfornqity with the public notice requirements imposed on public bodies under the Open Meetings Act. Notice of a meeting of the Board and the agenda for such meeting1hall also be posted on the Trust's website; provided, however, that the failure to post on the website notice of any meeting or the agenda of any meeting shall not invalidate any meeting or any actions taken at such meeting. The agenda of a regular meeting posted on the Trust's website shall remain posted until the regular meeting is concluded. The annual schedule of meetings shall remain on the Trust's website until a new public notice of the schedule of meetings is approved by the Board. 5.7.4 Notice to News Media. Any news medium may file an annual request for notice of meetings of the Board. The Board shall provide a copy of any notice provided under this Section to any news medium that has filedmsuch a request. Section 5.8 Waiver of Notigg hibited. The notice required by Section 5.7 hereof cannot be waived by the members of the Board of Directors. Any action taken at a meeting of the Board for which notig was not gveng accordance with Section 5.7 hereof shall be considered invalid. Section 5.9 Recogg of Proceedings. The Trust shall keep records of all proceedings of the Board and I any committee having been delegated authority to act on behalf of the Board, 5 1014z2.ss1.11 . including minutes of such proceedings, in conformity with the minutes and recording requirements imposed on public bodies under the Olkn Meetings Act as now or as hereafter amended. Such minutes shall be posted and maintained on the Trust's website. Section 5.10 Qgen Meetings Act Tra; ing. Within ninety days of assuming office, each Director must complete the onaline training program regarding the Open Meetings Act developed by the Illinois Attomey General (or if such program is no longer available, a comparable program recommended by either the Illinois Attomey Gcgal or the City). ARTICLE VI Section 6.1 >?Committees. The Board may establish such committees as it considers necessary and convenient to the operation of the- Trust. Each committee so established shall consist of two or more Voting Directors and such other Directors as the Board may designate. Section 6.2 Mgtings, Quogpg and Ag- 'on. Meetings of committees shall be conducted in accordance with`t,he requirements for meetings of the Board set Eforth in Article hereof. This includesithe requirement that sucli committees provide public notice of theiig meetings and conduct their meetings in accordance with the Open Meetings Act. Section 6.3 Authority and Restrictions. Notwithstanding any other proirision of these Bylaws, no committee of the Board may exercisp any of the following powers: 6.3.1 Adopt or authorize a plan for the distribution of the assets, or for the dissolution, of the Trust; 6.3.2 Fill vacancies on the Board or any of its committees; 6.3.3 Elect or remoie any officer or Director or fix the compensation of any officer of the Trust; 6.3.4 Adopt, amend or repeal these Bylaws or the Trust's Articles of Incorporation; . 6.3.5 Approve a plan of merger or consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Trust; or 6.3.6 Amend, alter, repeal, or take action inconsistent with any resolution or action of the Board. Armen: vn Section 7.1 Number. The officers of the shall be a Chair, Vice Chair, and a Secretary-Treasurer, along with such other officers as may be elected by the Board in accordance with the provisions of this Article. Section 7.2 Election and Term of Office. 6 70l42253l.1l H1 QI 7.2.1 Chair. The Chair shall be appointed by the Mayor from among the Voting Directors. The Chair shall serve in such position until he or she is removed or replaced, with or without cause, by the Mayor. 7.2.2 Other Ojicers. Officers other than the Chair shall be elected by the Voting Directors at each annual meeting from among the Directors. lf the election of officers shall not be held at such meeting, such election sliall be held as soon thereafter as reasonably practicable. Officers shall serve for a term pf ogy: or until their successors are duly qualified and elected. Election of an officer shall not of itself create contract rights. Section 7.3 Resiggtion and Remgval gf Officers. An officer may resign at any time by written notice to the Chair; such resignation shall be effective on the date it is received, or its designated effective date (if later). Any ndfficer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Trust would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 7.4 Vacancies; New OEICCS. A vacancy occurring in any office during the middle of a term may be filled, and new offices may be created and filled, at any time by the Board. EI {Section 7.5 . The Chair shall be the princi al executive officer the Trust and shall preside at all meetings of the Board. Subject to the ??ection and control of the Board, the Chair shall be in charge of the business and affairs of the Trust; see that the resolutions and directives of the Board are implemented; and in general, perform all duties iricldent to the office of Chair and such other duties as may be prescribed by the Board. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Trust or a different mode of execution is expressly prescribed by the Board or these Bylaws or is required by law, the Chair may execute on behalf the Trust any contracts, deeds, mortgages, bonds, or other instruments that the Board of Directors has authorized to be executed. The Chair shall have all such other powers and authority necessary and appropriate to carry out the specific duties set forth above. Section 7.6 Vice . In the absence of the Chair, or in the event of the Chair's inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties as from time to time may be assigned by the Chair or the - Board. Section 7.7 Secretar --Treasurer. The, Secretary-Treasurcr shajl be the principal accounting and fmancial officer of the Trust and `shall be the custodian of the corporate records of the Trust. The Secretary-Treasurer shall have charge of and be responsible for the maintenance of adequate books of account for the Trust; have charge and custody of and be responsible for all funds and securities of the Tmst; receive and give receipts for monies due and payable to the Trust from any source whatsoever and deposit all such monies in the name of the Trust in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws; have the authority to certify these Bylaws, the resolutions of the Board, and other documents of the Trust as true and correct copies thereof; oversee the 7 70l42253lJl CGAHLHI. implementation of processes that ensure that minutes of meetings of the Board are prepared and . that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and in general, perform all the duties incident to the office of Secretary--Treasurer and such other duties as;;??om time to time may be assigned to him or her by the Chair or by the Board. The Secretary-Treasurer shall have all such other powers and authority necessary and appropriate to carry out the specific duties set forth `iabove. If required by the Board, the Secretary-Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as th? Boardghall determine. ARTICLE VIH LIMITATIONS ON THE POWER OF THE TRUST Section 8.1 City Council Approval. The prior approval of the City Council shall be required for any Mansaction to be undertaken by the Trust that seeks to utilize present or anticipated_ funds, revenues, assets or properties of the City. Section 8.2 No Power to Pledge City's Credit. The Trust shall have no power to pledge the full faith and credit of the City, nor shall any obligation issued by the Trust (gr any entity sponsored by the Trust) in connection with any infrastructure project be a general obligation of the City. ARTICLE IX REQUIRED POLICIES AND PROCEDURES Section 9.1 Investment . The Board sha adopt an investment policy consistent with the Ordinance, the Trust's Articles of Incorporation and these Bylaws (the "Investment Policy"). The Investment Policy shall establish criteria for all investments and other moneys teceivcd by the Trust from third parties and provide guidelines for developing fmancing st1?uctures for all infrastructure projects submitted to the Trust. Section 9.2 ;gent Policy. The Board shall establish procurement policiessand procedures that comply with all applicable City procurement rul and requirements, including, without limitation, Article IV (Minority-Owned and Women-Owned Business Enterprise Program) and Arti& VI Construction Program) of Chapter 2-92, as amended, of the Chicago Municipal Code. Section 9.3 Emplojgent Policy. The Board shall establish policies and procedures for the hiring of employees that are consistent with applicable policies and procedures utilized by the City in hiring employees, as well as with the Ordinance, the Trust's Articles of Incorporation and these Bylaws. Section 9.4 Amiual Assessment. The Board shall armually commission a written 'analysis by an independlt third party having expertise in infrastructure, capital markets and municipal f`mance to analyze the impact of the Trust and the pijects it has undertaken on the City and on the Chicago metropolitan region. Such ssessment shall be delivered to the Mayor and the City Council and posted on the Trust's website. SectEn 9.5 Financial Advisor;. The Board iall appoint an independent financial advisor for each transaction to be undertaken by the Trust. Such advisor shall provide a written assessment of the proposed transaction in accordance with the Mayor's Executive Order 8 101422ss1.11 E1. 2 No. 2012-1, dated April 23, 2012. Undq"no circumstances shall such advisor's fees be based on the success of the proposed transaction. Section 9.6 clospre Sgmpents. The Board shall establish policies and procedures for requiring project investors and independent financial advisors appointed pursuant to Section 9.5 to complete disclosure statements that are substantially similar to the economic disclosure statements required of third parties for transactions with the City under the Chicago Municipal Code, as now enacted or as hereafter amended. Such disclosure statements be open for public inspection and review and shall be posted on the Trust's website. Section 9.7 of Interest Polig. The Trust and its Directors, officers and employees shall adhere to the policies and procedures regarding conflicts of interest attached hereto (the "Conflict of Interest Policy"). ARTICLE REPORTS PUBLIC ACCESS Seption 10.1 cii Statements. The Board of Directors shall sqpervise the preparation and auditing of lits financial statements, including full compliance with applicable generally accepted accounting principles (GAAP). Section 10.2 Ajgual Report. The Board shall sugervise the preparation of armual reports and shall approve and release such reports for public inspection and review on or about April 1 of each year, beginning in the year 2013. Such annual report shall detail the activities and i accomplishments of the 'Frust for the prior year, including, without limitation, information as to . investments received by the Trust, infrastructure projects financed or supported by tlie Trust, article of incorporation, bylaws and rules and regulations adopted or amended by the Trust, and armual audited financial statements of the Tmst. A copy of each annual report shall be presented to the Mayor and the City Council. Section 10.3 Websitp. bard of Directors shall supervise the creation, publication and maintenance of a website for the Trust. Such website shall be updated in a timely fashion. The Trust will post and maintain online for public review the following documerfts: the annual schedule of regular meetings of the Board of Directors prepared pursuant to Section 5.7 hereof, the minutes of Board of Directors meetings prepared pursuant to Section 5.9 hereof, annual audited fmancial statements prepared pursuant to Section 10.1 hereof, annual reports prepared pursuant to Section 10.2 hereof, and investor disclosure statements prepared pursuant to Section 9.6 hereof. Section 10.4 Public Access to Records. The Trust shall keep the books, records, minutes and documents of the Trust open for public inspection, review and copying in accordance with the Illinois Freedom of Informat.ionlAct, 5 H..CS 140/1 et seq], as now enacted or as hereafter amended 10.4.1 The Board of Directors shall appoint a Freedom of Information officer for the Trlt. Such officer shall be designated to receive requests for;?cords, shall ensure that the . -- Trust responl to requests in a timely fashion and shall issue responses to sup; requests under FOIA. v01422ss1.u gl 10.4.2 The Board of Qrectori, sh?l establish policies and procedures for providing such public access consistent with FOIA (the "Public Records Policy"). The Public Records Policy shall ba consistent with the following requirements: The Trust shall comply with or deny a written request for its records within the time period allotted under FOIA, including any applicable extension period. If the Trust denies a request, it shall issue a written notice of denial identifying the I reasons for the denialjricluding any exemption claimed. Certain records of the Trust may be exempt from public disclosure in accordance with FOIA. The Trushnay deny categorical requests as unduly burdensome in accordance with applicable p@>visions of FOIA. The Trust may charge the requester reasonable fees in accordance with FOIA. 10.4.3 'If the Trust denips a request for its records, it shall report such denial to the City in accordance with the applicable provisions of any grant agreement beqtween the Trust and the City and shall thereafter comply with such dir?ctives as are issued by the City pursuant to these grant agreement provisions. Section 10.5 FOIA Coogtion. The Trust, including all Dlfectors, officers and employees of the Trust, shall cooperate with the City with respect to compliance with the requirements of FOIA conceming any public documents or records that are in the possession of the Trust but are nonethelass subject to the City's obligation to provide public access to such documents or records under FOIA. rg ARTICLE XI INDEMNIFICATION Section 11.1 Indemnification in Actigns Other Than by or in the Right of the Trust. The Trust 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 (olier than an action by or in the right of the Trust) by reason of the fact that Director, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a Director, officer, employee or agtt of another corporation, partnership, joint venture, trust or ot11er enterprise, against expenses (including attomeys' fees), judgments, fmes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he of she reasonably believed to be in, or not opposed to, t11e best interests of the Trust and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Any indemnification provided ptusuant to this Article shall be limited to indemnfication permitted by the Hlinois General Not For Profit Corporation Act of 1986, 805 H..CS 105/101.01 et seq., as now enacted or hereinafter amended, the Trust's Articles of Incorpoltion and any other applicable law. The termination of any action, suit, or proceeding by judgment, order, settlement or conviction or upon a plea of nolo A contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the 10 101422ss1.11 II DI . 2 best interests of the Trust or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. Section ll.2 Igdegmj Actio;5 By gr,m' ge ,Kgh' tof the Trust. The 'Erust 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 or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that such person is or was a D.i?ctor, officer, employee or agent of the Trust, or is or was at the request the Trust as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attomeys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manrier he or she reasonably boliovod to be in, or not opposed to, the best interests of the Trust, provided that no be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be lin@ for negligence or misconduct in the performance of his or her duty to the Trust, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. . Section 11.3 Rigt to of Expenses. To the extent that a Director, officer, employee or agent of the Irust has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Section 113 or Section 11.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attomeys' fees) actually and reasonably incurred by such person in comrection therewith. . Section 11.4 Determination of Conduct. Any indemnification rmder Section 11.1 or Section 11.2 (unless ordered by a court) shall be made by the Trust only as authorized in the specific case, upon a detemrination that indemnification of the Director, officer, mployee, or agent is proper in the circumstances because he or she has met the applicable standard of condu@ set forth in Section 11.1 or Section 11.2. ?Such determination shall be made Qa) by the Board by a vote of at least three Voting Directors who were not parties to such action, suit, or proceeding; or if a quorum of disinterested Voting Directors is not obtainable, or even if obtainable, if a quorum of disinterested Voting Directors so directs, by independent legal counsel in a written opinion. Section 11.5 Pajgent in Advance of Final Disposition. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Trust in advance of the fihf disposition of such action, suit or proceeding, as authorized by the Board in the specific upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to ,,repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Trust as authorized in this Article. Section 11.6 Indemnification Not Exclusive. The inderrmification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested Directors, or otherwise; both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall conthrue 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 a person. 11 101422ss1.u ?_H>zmlu. Section 11.7 The Trust may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Trust, or who is or was serving at the request of the Trust as a Director, officer, employee or agent of another corporation, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Trust would have the power to indenmify such person against such liability under the provisions of this Article. Section 11.8 References to Trust. For purposes of this Article, references to "the Trust" -1- shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if.its separate existence had continued, would have had the power and authority to indemnify its Directors, officers, employees or agents, so that any person who was a Director, officer, employee or agent of such merging corporation, or was sewing at the request of such merging corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued. Section 11.9 Other References. For pmposes of this Article, references to "d!her enterprises" shall include employee benefit plans; references to "fines" shall includ; any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Trust" shall include any service as a Director, officer, employee or agent of the Trust that imposes duties on or involves services by such Director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a marmer "not opposed to the best interests of the Trust" as referred to in this Article. ARTICLE XH GENERAL MATTERS A Section 12.1 Fiscal Year. The fiscal year of the Trust shall begin on the first day of January and end on the last day of December in each year. Section 12.2 Actions Rguiring Board The following are, without limitation, each subject to the prior approval of the Board: each investment made by a third party with the Trust; each loan or investment or granting of credit support made with the investment capital received by the Trust; any rules or regulations or other procedures of the Trust goveming the solicitation and evaluation of projects to be supported with such investment capital; any other rules, regulations or procedures of the Trust; any agreements with the City provide support and services to the Trust; the annual budget of the Trust; and the hiring of any and all persons to be employed by the Trust or to be hired by the Trust as independent contractors. Section 12.3 Contracts. The Board may authorize ly 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 Trust, and such authority may be general or confined to specific instances. 12 1014zzss1.u at - . - . Section 12.4 Loans and Indebtedness. No loans shall be contracted on behalf of the 5 Trust and no evidences of Qtdebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. Section 12.5 Qafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issuedin the name of the Trust shall be signed by the Secretary-Treasurer or his or her designee, unless otherwise determined by the Board. Section 12.6 sits. All funds of the Trust shall be deposited from time to time to - the credit of the Trust in such banks, trust companies or other depositories as the Board nlay select. Section 12.7 Gifts. The Board may laccept on behalf of the Trust any contribution, gift, bequest or devise for the general or any special purposes of the Trust. ., Section 12.8 Corporate Seal. The Trust shall not have a corporate seal. xm AMENDMENTS These Bylaws may be amended or restated at any time by the Board upon the affirmative vote of at least three Voting Directors at an open meeting of tl] Board at which a quorum is present. 13 von42zs:1..u - 2 CONFLICTS OF INTEIEST POLICY I or J- lz. . ARTICLE I PURPOSE The purpose of this Conflicts of Interest Policy (this "Policy") is to protect the interests of the _Trust and its ta;-exempt status when it is contemplating entering into a transaction arrangement that inight benefit the private interest of an officer or Director of the Trust or might result in a possible excess benefit transaction. This Policy is intended to supplement but not I replace any applicable state and federal laws goveming conflicts of interest applicable to not-for- profit corporations and charitable organizations and any provisions of the Ordinance goveming conflicts of interest. I ARTICLE DEFINITIONS Sectiop 2.1 Interes Any Director or officer,_who has a direct or indirect financial interest, as defined below, is an interested person. Section 2.2 Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or familyb An ownership or investment interest in any entity with which the Trust has a i transaction or arrangement; I A compensation arrangement with the Trust or with any entity or individual with which the Trust has a transaction or arrangement; or A potential ownership or investment interest in, or compensation arrangement with, any en ty or individual with which the Trust is negotiating a transaction- or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors th@ are not insubstantial. A f'mancial interest is not necessarily a conflict of interest. Under Section 3.2 of this Policy, a person who has a f'mancial interest may have a conflict of interest only if the Board decides that a conflict of interest exists. . ARTICLE PROCEDURES Section 3.1 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 must be given the opportunity to disclose all material facts to the Board when the Board is considering a relevant proposed transaction or arrangement. . Section 3.2 Determining Whether a Conflict of Interest Exists. After disclosure of the . f'mancial interest and all material facts, and after any discussion with the interested person, he or 1 1m42zss1.u she shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The disinterested Voting Directors shall decide if a conflict of interest exists. Section 3.3 Procedures for Addressing, the Coilict of hterest. 3.3.1 An interested person may make a presentation at the Board meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transa?gm or arrangement involving the conflict of interest. 3.3.2 The Chair shall, if appropriate, appoint a disinterested person or committn to investigate altematives to the proposed transaction or arrangement. - 3.3.3 After exercising due diligence, the Board shall determine whether the Trust can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 3.3.4 If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Trust's best interest and whether the transaction is fair ind reaspnable to the Trust. In conformity with such determination, the Blpard shall make its decision as to whether to enter into the transaction or arrangement. Section 3.4 Violations of the Conflicts of Interest Polig. 3.4.1 If the Boards has reasonable cause to believe that a Director or officer has failed to disclose actual or possible conflicts of interest, it shall inform the Director or officer'bf the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose. 3.4.2 If, after hearing the response of such person and making such further investigation as may be warranted by the circumstances, the Board determines that the Director or officer in fact has failed to disclose an actual or possible conflict of interest, the Board shall take appropriate disciplinary and corrective action, including recommending removal from the Board of Directors. ARTICLE IV RECORDS OF PROCEEDINGS The minutes of the Board shall contain: The names of the persons who disaosed or otherwise were found to have a . financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's decision as to whether a conflict of interest in fact existed; and The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connectin therewith. 2 ARTICLE COMPENSATION AND AVOIDING EXCESS BENEFITS Section 5.1 A Director who receives compensation, directly or indirectly, from the Trust for services is precluded from voting on matters pertaining to that Director's compensation. Section 5.2 No Director or other person who receives compensation, directly or indirectly, from the Trust, either individually or collectively, is prohibited from providing irrfonnggon to the Board regarding compensation. ARTICLE VI ANNUAL STATEMENTS Each Director and officer shall sign annually a statement that aff'1rms that such person: - Has received a copy of this Policy; - - Has read and understands this Policy; Has agreed to comply with this Policy; and Understands that the Trust is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes. ARTICLE VII PERIODIC REVIEWS Section 7.1 To ensure that the Trust operates in a manner consistent with its tax- as exempt purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: Whether compensation arrangements and benefits are reasonable, based on infomration about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, and are the result of arm's-length bargaining; and Whether agreements with paoviders, employees, independent contractors, and third-party entities conform to the Trust's written policies, are properly recorded, reflect reasonable payments for goods and services, further the Trust's tax-exempt purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction. ARTICLE VIH USE OF OUTSIDE EXPERTS In conducting the periodic reviews provided for in Article VII of this Policy, the Trust may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted. . ARTICLE IX FIDUCIARY DUTIES OF VOTING DIRECTORS All Voting Directors owe the Trust a fiduciary duty and accordingly are strictly 3 1014zzsa1.u prohibited from making decisions or recommendations on behalf of the Trust for personal financial gain. Any Voting Director who has a financial interest in any entity that is being considered by the Trust to perform work for the Trust or for the City, to receive funds from the Trust or from Une City, or to provide to or otherwise make an investment in the Trust, shall recuse himself or herself from any voteo?of the Board regarding said entity. For purposes of this Article only, the term "financial interest" shall be defined as provided in Chapter 2-156 of the Chicago Municipal Code, as amended. OF FIDUCIAIH Section 10.1 Voting Director may also be an officer or director of another corporate entity or be a cormnissioner, official, employee or board member of the City or of a Co-ordinate Unit of Govemment. As such, srigh Director has fiduciary duties both to the Trust and to the other corporate entity, the City or the Co--ordinate Unit of Govemment (as applicable) that may - from time to tine present conflicts of interest. Any such conflicts of interest shall be resolved in the following manner: I 10.1.l When a Voting Directzr who is also an officer or director of another corporate entity or be a commissioner, official, employee or board member of the City or of a Co-ordinate Unit of Govemment becomes aware that a matter or transaction before the Board may present a potential conflict of interest of the type described in this Section, he or she shall evaluate whether his or her fiduciary duties to the Trust with respect to that particular matter or transaction are in conflict with his or her fiduciary duties to such other corporate entity, the City or the Co-ordinate Unit of Govemment (as applicable). 10.1.2 When such Voting Director determines that hiswor her fiduciary duis present such a conflict of interest, he or she shall disclose such conflict of interest to the Board. 10.1.3 A Voting Director who has determined that his or her fiduciary duties present such a conflict of interest shall not be entitled to vote, and shall not vote, as a member of the Board on a matter or transaction presenting such a conflict. 10.1.4 The presence of a Voting Director having such a conflict may be counted in determining whether a quorum is present but may not be counted when the Board takes action on a matter or transaction presenting such a conflict. The act of at least three disinterested Voting Directors present at a meeting at which a quorum is physically present and entitled to vote on such action shall be the act of the Board with respect to a matter or transaction presenting such a conflict.] St-iiztion 10.2 [Notwithstanding the foregoing Sectioir 10.1, when a Voting Director is also an alderman of the City, and such Director's fiduciary duties to the Trust and to the City al/or his constituents present a conflict of interest, such conflict of interest shall be resolved in the following manner: 10.2.1 Such Voting Director shall not be entitled to vote, and shall not vck, as a member of the Board on a grant agreement or other simhar agreement, contract or transaction between the Trust and ti: City. The presence of such Voting Director may be counted in 4 1o14z2ss1.u 5 I #i!4L determining whether a quorum is present but may not be counted when the Board takes action on such matter or transaction. The act of at least three disinterested Voting Directors present at a meeting at which a quorum is physically present and entitled to vote on such action shall be the act of the Board with respect to such matter or transaction. 10.2.2 Such Voting Director is, however, entitled to vote on other matters of the Trust, including, without limitation, ,grant agreements and similar agreements and contracts between the Trust and a Co-Ordinate Unit of Govemment and tranggtions involving pity assets or the assets of a Co-Ordinate Unit of Govemment, provided that such Voting pirector is not prevented from voting on such matter or transaction by some other provision of this Policy, the Trust's Bylaws or Articles of Incorporation, or the Qrdinance.] SE yr 70l42253l.ll