Section 1. Name. The name of this corporation shall be CHICAGO AREA RETAIL BAKERS ASSOCIATION ("CARBA"), a not-for-profit corporation incorporated in the State of Illinois.

Section 2. Location. The corporation shall maintain in the State of Illinois a registered office and a registered agent at such office, and may have other offices within and without the State.

Section 1. The purposes of this corporation shall be:

a. To assist retail bakers in furthering the health and vitality of the Chicago area population by making available nutritious and palatable baked goods;

b. To foster better relationship between the consuming public and the retail baking industry;

c. To promote and encourage the production of high quality, wholesome, healthful baked foods, and the consumption thereof;

d. To foster closer cooperation among the Chicago area bakers, especially retail bakers for their business welfare; and to further the craft and the art of baking;

e. To afford representation for the retail baking industry in the Chicago area;

f. To develop and encourage the practice of high standards of personal and professional conduct among retail bakers serving the retail baking needs of the Chicago area;

g. To conduct and cooperate in courses of study for the benefit of persons desiring to fit themselves for retail baking; and conducting conferences for the mutual improvement and education of its members;

h. To acquire, preserve and disseminate data and valuable information relative to functions and accomplishments of such voluntary associations;

I. To cooperate with other associations of retail bakers in the common endeavor to advance the organization and standards off the retail baking industry on a _.nationwide basis; and to engage in such other proper and usual trade association activities.

Section 2. The corporation is and shall be organized as a not-for-profit corporation with all the powers as that are now or may hereinafter be granted by the General Not For Profit Corporation Act of the State of Illinois. The corporation may receive and acquire by gift, grant, purchase, devise, bequest or otherwise as may be lawful, money and real personal property in any kind and to hold, accumulate, invest or dispose of such property or the income derived therefrom for the furtherance of the above stated purposes, provided however that no part of any income thereof shall inure to the benefit of any member, officer or director or individual, incidentally or otherwise. Nor shall the corporation perform specific services for any of its individual members.

Section 1. Membership. The corporation shall have five classes of members. The designation of such class and the qualifications of the members of such class shall be as follows:

1. Honorary Member. An honorary member or allied shall be an individual, who in the opinion of the Board of Directors, has contributed exceptional service to the growth and welfare of the corporation. A two-thirds affirmative vote of the Board of Directors will be required after the request for honorary membership has been presented to the Board at a previous meeting of the Board of Directors.
2. Schools and Student Members. A school shall be any organization actively involved in the training and education of students to find employment in the culinary fields, including all persons employed by such organization. A student shall be any full or part time participant in a school.

Section 2. Voting Rights. Each regular member firm, corporation actively connected with any firm, corporation or other entity, shall be entitled to one (1) vote on each matter submitted to a vote of the members.

Section 3. Application for Membership. All applicants for membership shall complete and sign a form of application provided by the Board of Directors of the corporation.

Section 4. Admission of Members. Admission of all applicants for membership shall be by a majority vote of those present and voting at any meeting of the Board of Directors or in such other manner as the Board of Directors may determine.

Section 5. Termination of Membership. The Board of Directors, by an affirmative vote of two-thirds (2/3) of the members of the Board present at the meeting may suspend or expel a member for cause after an appropriate hearing.

Section 6. Resignation. Any member may resign by filing a written resignation with the Secretary of the corporation but such resignation shall not relieve a member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

Section 7. Reinstatement. A former member desiring a continuous membership record may be reinstated on showing proof of qualification and paying all dues in arrears. If however a continuous membership is not desired the member may be reinstated on showing proof of qualification and paying the current year's dues pursuant to Article IV of these Bylaws.

Section 1. Establishment of Dues. Dues and admission fees, if any, for all classes of membership shall be established by the Board of Directors.

Section 2. Assessments. In addition to dues, assessments may be made on dues paying members upon recommendation of the Board of Directors and approval by two-thirds (2/3) of the Board of Directors present at a meeting The amount of dues which is otherwise payable_. include the dues and/or assessments as approved by the Board of Directors. Funds may be appropriated by the Board of Directors to be spent for the purposes and objectives as set forth in Article II and to carry on any publications, encourage scientific investigation and for other such purposes as approved by the Board of Directors.

Section 3. Delinquency and Cancellation. Any member of the corporation who shall be delinquent in the payment of dues for a period of sixty (60) days from the time dues become due, shall be notified of such delinquency and suspended from further services. If payment of dues is not made within the next succeeding thirty (30) days, the delinquent member shall be dropped automatically from the roll of members and thereupon forfeit all rights and privileges of membership unless such suspension at the request of the member, is waived by affirmative action of a majority of the Board of Directors present at a meeting.

Section 4. Refunds. No dues shall be refunded to any member whose membership terminates for any reason.

Section 1. Annual Meeting. The annual meeting of the members of the corporation shall be held in March of each year for the purpose of electing directors and/or for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the membership may be called by the Board of Directors at any time or shall be called by the President upon receipt of written request of twenty-five (25%) percent of the regular members within thirty (30) days after filing of such request with the Secretary of the corporation. The business to be transacted at any special meeting shall be stated in the notice thereof and no other business may be considered at that time.

Section 3. Notice. Written notice stating the place, date, and hour of any meeting of the members shall be delivered to each member entitled to vote at such meeting, not less than five (5) days nor more than forty (40) days before the date of such meeting. In the case of a special meeting or one required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed delivered when deposited in the United States mail addressed to the member with the address that appears in the records of the corporation with proper postage thereon prepaid.

Section 4. Voting by Mail. Proposals to be offered to the members for mail vote, excepting election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by fifty (50%) percent of the members in which case the Board approval shall not be necessary. On any mail vote, no less than twenty (20%) percent of all members with voting rights shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.

Section 5. Quorum of Members. A quorum shall consist of thirty (30%) percent of those regular members currently in good standing. If a quorum is not present at a meeting of members, a majority of the members present may adjourn the_. meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which may have been transacted in the original meeting; withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

Section 6. Cancellation of Meeting. The Board of Directors may cancel any annual or special meetings for cause. In the event of cancellation of the annual meeting the Secretary shall mail to the membership a written report of the Nominating Committee allowing fifteen (15) days for filing of additional nominations endorsed by any ten (10) members in writing. Thirty (30) days thereafter a mail ballot of regular members shall be conducted to elect directors, and the Secretary shall certify their election.

Section 1. The affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications.

1. The number of directors shall be twenty-one (21). The term of each director shall be two (2) years. Each director shall serve until his successor has been elected and qualified. Directors need not be residents of the State of Illinois. The number of directors may be decreased to no fewer than seven or increased to any number from time to time by amendment of this Section. A limit of two persons from a single member firm, corporation or other entity may serve on the Board of Directors with the approval of such member firm, corporation or other entity.
2. Board Members Emeritus. In addition to the directors above, the Board of Directors shall also consist of Board Members Emeritus. These are honorary members appointed by the Board of Directors in recognition of their experience and dedication to CARBA. They may sit on all Board of Directors meetings and serve on committees, but shall have no vote. The number of these Board Members Emeritus will be set by the Board of Directors.

Section 3. Nomination. The Nominating Committee acting in accordance with Article VIII, Section 1 of these Bylaws shall present to the membership at least thirty (30) days before the annual meeting, nominations for each seat on the Board which is vacant or is about to expire. Additional nominations may be made from the floor at the membership prior to the annual meeting.

Section 4. Quorum of the Board. At any meeting of the Board of Directors no less than one-third (1/3) of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors provided that if less than one-third (1/3) of the Board of Directors is present at said meeting the majority of the directors present may adjourn the meeting at any time without further notice, except as provided in Article III, Section 5; and Article IV, Section 2.

Section 5. Meetings. A regular meeting of the Board of Directors shall be held no less than three (3) times during each year at such time and such place as the Board may prescribe. A notice of all meetings shall be given to the directors not less than five (5) days before the meeting is held. Special meetings of the Board may be called by the President or at the request of any three (3) directors by notice mailed, delivered, telephoned or telegraphed to each member of the Board of Directors not less (72) hours before the meeting is held.

Section 6. Voting. Each director shall-have one (1) vote and voting rights of the directors shall not be delegated to another or exercised by proxy.

Section 7. Voting by Mail. Action taken by mail ballot of the members of the Board of Directors in which at least a majority of the directors respond in writing will constitute valid action by mail vote. A majority of those responding indicating themselves in agreement shall constitute valid action of the Board if reported at the next regular meeting of the Board.

Section 8. Absence. Any elected officer or director who shall have been absent from four (4) consecutive regular meetings of the Board of Directors during a single year shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these Bylaws; however, if the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and they expressly waive such absence by affirmative vote of the majority of its members.

Section 9. Vacancy and Removal. Any vacancy occurring on the Board of Directors between annual meetings shall be filled by the Board of Directors. A director so elected to fill a vacancy shall serve the unexpired term of his predecessor. The Board of Directors may in its discretion by affirmative vote of two-thirds (2/3) of its members remove any director for cause.

Section 10. An act of the majority of the directors present at a meeting at which a quorum is present shall be an act of the Board of Directors unless a greater number is required by statute, by these Bylaws or by the Articles of Incorporation.

Section 11. Compensation. Directors and elected officers shall not receive any compensation for their services.

Section 1. The officers of the corporation shall be a President, one or more Vice Presidents (the numbers thereof to be determined by the Board of Directors), a Treasurer, a Secretary, and assistant treasurers and assistant secretaries or other officers that may be elected by the Board of Directors. The Office of President and one or more Vice Presidents must be held by regular members of the corporation who are elected to the Board of Directors. All other offices may be held by any member who is elected to The Board of Directors. Officers of the corporation must be members of the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary.

Section 2. Election and Term of Office. The officers of the corporation shall be elected for two (2) year terms by the Board of Directors at the regular meeting of the Board of Directors. If the election of officers shall not be held at such meeting such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created at any meeting of the Board of Directors and such officers shall hold office until his successor shall have been duly elected and shall have been qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not in itself create contract rights.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation shall be served thereby and such removal shall be without prejudice to the contract rights of any person so removed if any.

Section 4. President. The President shall be the principal executive officer of the corporation and serve as Chairman of the Board of Directors, and preside at all meetings of the Board of Directors and all meetings of the members of the corporation. He shall be in charge of the business and affairs of the corporation. He shall see that the resolutions and directives of the Board of Directors are carried into effect, except in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, he shall discharge all duties of the office of President and such other duties as may be prescribed by the Board of Directors. In those instances when the authority to-execute is not expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or by these Bylaws, he may execute for the corporation any contract, deed, mortgage, bond or other instrument which the Board of Directors has authorized to be executed and may accomplish such execution either under or without the seal of the corporation and either individually or with the Secretary or any other officer authorized by the Board of Directors according to the requirements and form of the instrument. He may vote all securities which the corporation is entitled to vote except as and to the extent that such authority shall be vested in a different officer or agent of the corporation by the Board of Directors. No member of the Board of Directors may hold the office of President for more than two (2) consecutive terms.

Section. 5. Vice President. The Vice President, or in the event that there is more than one Vice President, each Vice President, shall assist the President in the discharge of his duties as the President may direct and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. in the absence of the President or in the event of inability or refusal to act, the Vice President (or in the event there be more than one Vice President), in the order designated by the Board of Directors or by the President, if the Board of Directors has not made such designation, or in the absence of any designation, then in the order of their seniority of tenure, shall perform the duties of, the President and when so acting, shall have all powers of and be subject to, all of the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the Board of Directors or by these Bylaws, the Vice President (or any of them if there is more than one) may execute for the corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed and he may accomplish such execution either under or without the seal of the corporation, either individually or with the Secretary, any assistant secretary, or any other officer authorized by the Board of Directors, according to the requirements and the form of the instrument.

Section 6. Treasurer. The Treasurer shall be the principal accounting and financial officer of the corporation. He shall:

a. Have charge of and be responsible for the maintenance of adequate books of account for the corporation;

b. Have charge and custody of all funds and securities of the corporation and be responsible therefor, and for the receipt-and disbursement thereof; and

c. Perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties and such surety or sureties as the Board of Directors shall determine.

Section 7. Secretary. The Secretary shall record the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of, Directors.

Section 8. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

Section 1. Nominating Committee. The President shall appoint a Nominating Committee for the purpose of submitting names for election to directorships to the regular members of the corporation, which Committee shall consist of a maximum of five (5) regular members who are not current officers of CARBA. With the approval of the Board of Directors, the Nominating Committee members shall be announced to the regular membership at the last meeting of the year prior to the annual meetings.

The Nominating Committee shall invite suggestions from the membership for those directorships which are vacant or about to expire allowing at least thirty (30) days for suggestions, and the Nominating Committee shall then nominate candidates for the required directorships of the corporation as provided in these Bylaws and report such nominations to the regular membership at. least thirty (30) days before the annual meeting. These nominations shall be voted upon at the annual meeting by the regular members as these Bylaws prescribe.

Section 2. Executive Committee. If the Board of Directors deem appropriate there may be constituted an Executive Committee. The authority and responsibility of the Executive Committee shall be as follows:

a. The Executive committee may act in place and instead of the Board of Directors between the Board meetings on all matters except those specifically reserved for the Board by these Bylaws, pursuant to delegation of authority to such committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board for ratification by mail or at the next Board meeting.

b. The Executive Committee shall consist of a minimum of five (5) and a maximum of seven (7) members of the Board of Directors, including the President as Chairman, and four to six other members of the Board of Directors, whose terms shall be for one (1) year and who shall be elected, by a majority vote of the Board of Directors, at its annual meeting.

c. A majority in the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The President shall call the meeting of the Executive Committee as the business of the corporation may require or a meeting shall be called by the Vice President upon the request of three members of the Executive Committee.

d. Any vacancy occurring in the Executive Committee shall be filled by a majority vote of the Board of Directors. Any member so elected to fill a vacancy shall serve the unexpired term of his predecessor.

Section 3. Budget and Finance Committee. The Budget and Finance Committee shall consist of the President, Vice President, Secretary and Treasurer of the corporation. The Secretary and/or Treasurer shall serve as chairman. The Committee shall counsel with the Executive Director, if any, on the annual budget of the corporation and prepare recommendations for the Board of Directors. The Committee may perform such other duties in connection with the finances of the corporation as the Board of Directors may determine from time to time.

Section 4. Allied Advisory Committee. The President with the approval of the Board of Directors shall appoint an Advisory Committee from the Allied Associate Members. The Committee shall consist of not less than five (5) nor more than seven (7) Allied Associate Members. Each Allied Advisory Committee Member shall have one (1) vote in all matters concerning the corporation except the election of officers. Voting rights of the Allied Advisory Board Members shall not be delegated to another or exercised by proxy.

Section 5. Special Committees. The President with approval of the Board of Directors shall appoint such other committees, subcommittees or task forces as are necessary and which are not in conflict with other provisions of these Bylaws. The duties of any such committee shall be prescribed by the Board of Directors upon their appointment.

Section 1. Appointment. The Board of Directors may employ a salaried or commissioned staff person whose terms and conditions of employment shall be specified by the Board of Directors.

Section 2. Authority and Responsibility. The Executive Director of the corporation shall be the chief executive of the corporation responsible for all management functions. He shall manage and direct all activities of the corporation as prescribed by the Board of Directors and shall be responsible directly to the Board. He shall employ and may terminate the employment of members of the staff necessary to carry on the work of the corporation and fix their compensation within the approved budget. As Executive Director he shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall in his judgment be in the best interests of the society.

Section 1. The corporation may by resolution of the Board of Directors provide for indemnification by the corporation of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made party, or a party by reason of having been directors or a director or officer of the corporation, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

Section 1. The corporation shall use its funds only to accomplish the objectives and purposes as specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the corporation. On dissolution of the corporation, any ^-funds remaining shall be distributed according to a plan to be adopted by a two-thirds (2/3) majority vote of the Board of Directors not inconsistent with statute, the Articles of Incorporation of the corporation or the Bylaws of the corporation.

Section 1. Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice President and by the Secretary or an Assistant Secretary and shall bear the corporation's seal which may be a facsimile. The name and address of each member shall be entered on the record of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine.

Section 2. Issuance of Certificates. When a member has been elected to membership, and has paid any initiation fee and dues that may be then required, a certificate of membership shall be issued in his name and delivered to him by the Secretary, and the Board of Directors shall provide for the issuance of certificates of membership under the provisions of Section 1 of this Article.

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the. corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 1. The corporation shall keep complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office, a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.

Section 1. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 1. The corporate seal shall have inscribed thereon the name of the corporation and the words "Corporate Seal, State of Illinois."