American CIVIL Liberties Union of Illinois

“Designation, qualifications and rights. The corporation shall have one class of members. The qualifications and rights of members shall be as follows: (a) designation. The membership of the aclu of illinois consists of all general members of the american civil liberties union, inc. (national aclu) who reside in the state of illinois. (b) membership list. The national aclu shall house and maintain the database that includes the membership list of the aclu of illinois. (c) not transferable. Memberships in the corporation may not be assigned or otherwise transferred. 2. No membership certificate. No membership certificates of the corporation shall be required. 3. Powers of the members. Members of the corporation shall have only the power to petition the board of directors for a meeting of the membership in accordance with section 4 of this article. 4. Meetings of the members. Meetings of the members may be called by the board of directors at such times and places as the board shall deem appropriate. A meeting of the members must be called by the board upon a petition by any ten or more directors or by two percent or more of the members of the corporation. 5. Notice. Notice of any meeting of the members shall be given at least five days previously thereto by posting notice on the website and by any such other means as determined by the board.”

“The final 990 as it will be filed with the irs is provided to the governing body, in electronic or hard copy, prior to filing with the irs. All required schedules except donor names listed in schedule b, schedule of contributors, are shared with the governing body. Schedule b donors are not shared for reasons of donor privacy. A summary review of the 990 is conducted by the treasurer or treasurers designee at the next regularly scheduled meeting of the governing body.”

“Board members are required to disclose all conflicts of interest as they arise, including if a conflict is equivocal. The conflict of interest policy is provided to all new board members at the new member orientation, and provided to all board members at the january meeting annually with a request for disclosure of any and all conflicts of interest. Board members shall not participate in the decision of any matter in which they may have a conflict of interest; nor shall they participate in the discussion of such a matter unless the nature of the conflict has first been disclosed to the other participants in the discussion. The usual procedure should be that the member affected by the conflict of interest announces the existence of the conflict and the minutes reflect the fact that the member did not participate in the decision of the matter, nor in the discussion, if that be the case.”

“Total compensation for the executive director is set by the related organization and generally reviewed by the budget, audit and investment committee annually as part of its review and approval of the organizations consolidated annual budget. In addition, executive director compensation is determined by the ed evaluation and review committee. A share is attributable to the reporting organization based on estimate of time spent. The related organization utilizes comparisons with other nonprofits, tenure and duties to set salaries.”

“Total compensation for key employees is set by the related organization and generally reviewed by the budget, audit and investment committee annually as part of its review and approval of the organizations consolidated annual budget. A share is attributable to the reporting organization based on estimate of time spent. The related organization utilizes cost of living, tenure and duties to set salaries.”

“Section a: the organization does not pay compensation directly to its officers and other employees. The roger baldwin foundation of aclu, inc. (ein#36-2682569), a related organization, serves as common paymaster and issues the form w-2 based on the total compensation distributed to the recipient. Compensation expenses shown on part vii and part ix are allocated based upon the amount of time devoted to each organization and the related organizations per books and records.”

“Organizational documents were made available upon request to funders and others as appropriate via electronic or hard copy.”