The name of the FOUNDATION is the BRUNGARD FAMILY FOUNDATION (the "Foundation").  It is a non-profit corporation organized under the laws of the State of Illinois and Federal Statutes under Not for Profit IRS Section 501(c)(3) exempt private foundation without capital stock or shares.  

    Section 1.  Principal Office:  The principal Office is located at 2742 Acorn Dr., W. Dundee, Kane County, Illinois.60118 or at such location as set forth in the Foundation’s articles of incorporation or as the Board of Directors from time to time may determine.

    Section 2.  Other Offices:     The foundation may have such other offices, either within or without the State of Illinois, as the Board of Directors may designate or as the affairs of the Foundation may require from time to time.

    This Foundation is not organized for pecuniary gain but shall support the purposes as provided in its Charter, which may include, not as a restriction or enlargement of such purposes, but as illustrative thereof, the following purposes:

(a) To engage in charitable, literary and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code 1954, as amended, and the Regulations and 
(b) To foster the development in the community and to cooperate with other organizations engaged in, but not limited to, promoting the appreciation for and the sponsorship of the musical and performing arts and  
(c) To engage in educational, promotional and developmental activities within the community 
(d) To disburse funds in such a manner as will, in the sole discretion of the Board of Directors, most effectively operate to further the charitable, literary or educational purposes hereinabove stated, to make contributions to any organization described in and qualifying under Section 501(c)(3) of the Internal Revenue Code, and to engage in any and all lawful activities incidental to the foregoing purposes, except as restricted herein
(e) The aims of this Foundation are to be carried out through any and all lawful activities, including others not specifically stated above but identical to the stated aims and purposes, both direct and through contributions to any other Foundation, trust, fund or foundation whose purposes are charitable, scientific, literary or educational, provided any such activity or contribution shall conform to any applicable restrictions or limitations set forth in the Foundation's Charter or to any restriction which is imposed on foundations described in Section 501 (c) (3) of the Internal Revenue Code and its Regulations or on the Foundation's contributions which are deductible under Section 170 (c) (2) of the Internal Revenue Code as it now exists, or as it may hereinafter be amended, for so long as provisions are in effect.

The Foundation is not required to have members.  The Board of Directors may take any action which is permitted or required to be taken by members of the not for profit Foundation under Illinois law by the affirmative vote of a majority of the entire Board of Directors, without the necessity of any prior action by the Board of Directors which would have otherwise been required by law for such action if there were members entitled to vote on such action.

    Section 1.  Management:  The affairs of the Foundation shall be managed by a Board of Directors composed of up to five (5) persons, except as to the first board, whose members are designated in the Charter Agreement or are elected by those so designated and who shall serve until the first annual operational meeting of the Foundation or until their successors are elected and shall qualify; additional Directors shall be elected by existing Directors at the regular annual meeting and hold office until his or her successor is elected and shall qualify, subject to the provisions of these Bylaws.
 

Section 2.  Qualifications:  Every member of the Board of Directors must be designated by Donald G. Brungard , be a family member of Donald G. Brungard, or be designated as eligible by the Executor of the Donald G. Brungard Estate or their Successor.  As provided in Article 5, Section 2, any member of the Foundation Board of Directors who terminates for any reason shall automatically cease to be a member of the Board of Directors at the time of termination.

  Section 3.  Nominations:  The procedure for nominations of persons as candidates for election as Directors shall be governed by the following provisions:
    1. The existing Board of Directors shall constitute the committee on nominations.
    2. The secretary shall mail or email to each Director of the Foundation the notice of the annual meeting (which notice shall set forth the time and place thereof) including a             statement of the number of Directors to be elected and a list of those nominated.
    3. Compliance with the foregoing procedure shall not be mandatory for the election of a Director to fill a vacancy as hereinafter provided.

 Section 4.  Elections:  At the first operational annual meeting of the Foundation’s Board of Directors and by official ballot, two Directors shall be elected for a term of three years, three Directors for a term of two years, and three Directors for a term of one year.  Thereafter, at each annual meeting, three Directors shall be elected for a term of three years.  Directors may succeed themselves in office.  The Executive Director shall determine the compensation, if any, to be paid to any Board Member or Director for their services.  In addition he shall provide that all Board Members and Directors may be reimbursed for approved actual expenses incurred in order to attend the Annual Meeting and on behalf of or for the benefit of the Foundation.

 Section 5.  Resignations:  Any Director or other officer of the Foundation may resign at any time. This resignation shall be made in writing, and shall take effect at the time specified therein and, if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

Section 6.  Removal:  Any Director may be removed at any time, with or without cause, for failure to meet the responsibilities of Directors as determined by a vote of 3 out of 5 Directors then serving.

Section 7.  Vacancy:  Vacancies on the Board of Directors shall be filled as soon as practicable by the submission of a nominee by a Member of the Board of Directors at any regular or special meeting of the Board of Directors.

Section 1.  Officers:  The officers of the Foundation shall consist of a President, who shall serve as Executive Director of the Board of Directors, Treasurer and a Secretary, all of whom shall be members of the Board of Directors.  The first Board of Directors shall elect the aforesaid officers at its first meeting, and thereafter the serving Board of Directors shall elect the aforesaid officers after its first meeting, which should be held as soon as practicable after each annual meeting.  Said officers shall hold office until their term expires, they resign or are removed.

Section 2.  Vacancies:  A vacancy of said officer, occurs upon the death, resignation, completion of term, removal from office or absence from two (2) successive meetings of the Board of Directors if an officer’s absence is determined by the board to be without due justification.  When a vacancy occurs in the Board of Directors, except by reason of removal, before the expiration of his or her term, the vacancy shall be filled by the remaining members of the board at the next succeeding meeting by electing a person who shall serve until the next annual meeting, at which meeting the Board shall elect a person to serve as Director and Officer to complete the remaining portion of the unexpired term.

3.  Removal:  A majority of the Directors of the Foundation present at any regular or special meeting duly called may remove any officer or Director for cause that affects their ability or fitness to perform their duties.

    Section 1.  Powers:  The Board of Directors in its corporate capacity shall exercise all the powers of the Foundation and make necessary rules and regulations not inconsistent with the law, the Articles of Incorporation, or these bylaws; and no Director in their individual capacity shall attempt to deal with Foundation employees, or others on behalf of the Foundation unless authorized to do so by the Board of Directors.
   

Section 2.  Duties:  Board duties include, but shall not be limited to, the operation and maintenance of Foundation activities.  The Board of Directors may appoint, hire, sign contracts with, discharge, and determine the duties of officers, hire a Foundation Administrator known as the Executive Director and such other vendors, employees, attorneys, and agents as it may deem necessary to carry on the business of the Foundation.  Such appointees need not be Directors or Officers of the Foundation.
   

Section 3.  Committees:  The Board of Directors may appoint any committee or committees, as are deemed necessary or desirable at regular or special meetings of the Foundation.  Each committee so created shall have such authorities and responsibilities as the board members deem appropriate and as are set forth in the resolutions creating such committee.  The board shall elect the members of each such committee, provided each committee shall have in its membership at least one (1) board member.
   

Section 4.  Meetings:  Each Board of Directors shall hold its first meeting as soon as practicable after the Foundation annual meeting.  The Board of Directors, from time to time, may schedule other regular meetings of the board to conduct Foundation business at which a majority of the board members must be present.  Special meetings of the Board of Directors shall be held upon the call of the president or vice president or upon the written or phone request of two members of the Board of Directors to the president.  Notice of regular or special meetings shall be in writing or by phone and be mailed or emailed to each Director by, the secretary at least three (3) days and not more than ten (10) days before the meeting.  Notice of every special meeting shall state the objectives of such meeting, and no business other than that specified in such notice shall be transacted.
   

Section 5.  Management:  
The Board of Directors may select an Administrator (herein known as the Executive Director). The Executive Director will select one or more banks to act as depositories of the funds of the Foundation and determine the manner of receiving, depositing, and disbursing the funds of the Foundation and the form of checks and the person or persons by whom the same shall be signed when not signed by the treasurer, as provided herein.  In every case the bank or banks selected shall be a member of the Federal Deposit Insurance Corporation or the successor thereof.

Section 6.  Bonding:  The Board of Directors shall require the Executive Director, Treasurer,  and every individual acting as officer or employee of the Foundation who handles Foundation funds and securities amounting to One Thousand Dollars ($1,000.00) or more, in any one year, to be covered by adequate bonds as determined by the board, and to be furnished by responsible bonding companies as approved by the board, at the expense of the Foundation.  The board may also require the bonding of other employees and officers.

    Amendments and Voting:  The following shall apply to membership and membership voting in the Foundation:
       (a)  For purposes of amending the Articles of Incorporation, or of liquidation or dissolution or merger of the Foundation, including any distributions of assets, or of voting upon the sale of any interest in the realty of the Foundation, there shall be one vote for each Director of the Foundation, and the affirmative action of 4 of 5 such Directors is required for each such Foundation purpose.
       (b)  Except as otherwise provided in the Declaration or these Bylaws, all actions requiring a vote shall be determined by the affirmative vote of 3 of the Directors present in person or by proxy representing a quorum at any meeting of the Foundation.

   Board Members:  Should attend all Foundation Meetings as Scheduled (4 per year)

Section 1.  President and Executive Director:   The President shall:

         (1)      Act as presiding officer at all meetings of the Foundation and of the Board of Directors.
         (2)      Call special meetings of the Board of Directors, and of members of the Foundation.
         (3)      Issue or have the treasurer issue, all checks, contracts, promissory notes, deeds, and other instruments on behalf of the Foundation, except those which the Board of Directors specifies may be signed by other persons.
         (4)      Perform all acts and duties usually required of an executive to ensure that all orders and resolutions of the board are carried into effect, and he/she shall be ex-officio a member of all standing committees.

Section 2.  Vice Pres. and Treasurer:  The Treasurer shall attend all meetings of the Foundation Board of Directors and shall perform or monitor, if an Administrator is employed, the following:

          (1) Receive such sums of money as may be paid to the Foundation and disburse funds as may be ordered by the board, taking proper vouchers for such disbursements, and be  custodian of all securities, contracts, and other important documents pertaining to the business of the Foundation which shall be kept safely deposited
          (2) Supervise the keeping of accounts of all the financial transactions of the Foundation in books belonging to the Foundation and deliver such books to any successor
          (3) He/she shall prepare and distribute to all the members of the board at least ten (10) days before each annual meeting of the members a summary of the financial transactions and conditions of the Foundation for the preceding year.  He/she shall assure that a full and accurate report on matters and business pertaining to the treasurers  office is  made to the members at the annual meeting and that all reports required by law are duly filed.
          (4) Prepare an annual Budget when necessary as determined by the Board President.
          (5) Deposit all funds for the Foundation in the name and to the credit of the Foundation, in such depositories as shall be designated by the Board of Directors.
          (6) Issue as treasurer all checks, and, with the president, sign all contracts, promissory notes, deeds, and other instruments on behalf of the Foundation, except those which the Board of Directors specifies may be signed by other persons.
          (7) Furnish the foundation with indemnity bond against loss for such amount as may be determined by the Board of Directors, at the expense of the Foundation.
          (8) Perform such other duties as may be required by the Board of Directors.

 Section 3.  Secretary:  The Secretary shall:

          (1) Establish all meeting agendas communicate dates, set up remote connections and attend all (regular or special) meetings of the members of the Board of Directors and keep all records and minutes of the proceedings thereof or cause the same to be done.
          (2) Administer the Grant Proposal Procedure: Receive Grants, Assign Numbers and Distribute.
          (3) As Registrar maintain custody of the Foundation Seal which shall be affixed to such instruments as may be required and thereupon shall be attested by the signature of the treasurer.
          (4) Attend to all correspondence on behalf of the board, issue notice of meetings.
          (5) Pursue such other duties as the Board of Directors may determine & on all occasions, in the execution of his/her duties, act under the superintendence, control and direction of said board.
          (6) Have custody of the minute books of the meetings of Directors, which minute books shall at all times be available for the information of Directors.

Section 4.  Events Coordinator:  The Events Coordinator shall:

          (1) Arrange all Annual Meeting events and venues for the Oct (in person) meeting.  This includes selecting venues (if reqd) negotiating rates or fees, making hotel, car, restaurant and any other arrangements necessary for the meeting and related events or activities.      
          (2) Provide the Treasurer with any invoices or payment directives associated with the above.
   
   Section 5.  Web Master:  The Web Master shall:

           (1) Maintain the foundation Web Site content and keep operational
           (2) Make Web Site improvements as necessary and Directed by the Board

  Directors:  Three 'At Large' Directors shall:

             Section 1.  Attend all Foundation Meetings, in person or Zoom, as scheduled, four meetings/year.

             Section 2.  Prepare 2-4 Grant Proposals each year to be submitted to the Board the week before each Quarterly Mtg.
     (1)  Description may include how funds will be used, to whom they will be paid and the objectives that will be served.  Also include if they are for services, goods or other expenses.

     (2)  Grant should not be designated for Administrative fees nor Non Program expenses.  Funds shall not be given to relatives of the Sponsor or to other parties who have conflicts.

     (3)  Funds should not be used for any task that includes 'for profit activity' or to replace funds that a subject Donee would have earned for other paid personal efforts.

     (4)  Exec Dir & Treas may submit up to 8 Grant Proposals per year because of the number of previous Foundation Grants from '14-'22 that may deserve repeated Annual Funding.

    Section 1.  Annual:  The first Annual Meeting of the Foundation shall be called by Declarant, within 30 days of the formal establishment of Foundation Operations as determined by the Declarant.    Thereafter, the regular annual meeting of the Board shall be held on a date and at such time and place as designated by the Board of Directors, at which time, in addition to transacting the general business of the Foundation, Directors and special committees shall be elected and reports given upon all matters affecting the Foundation.  Nothing herein shall be construed to prevent the election by the directors of other committees at other regular or special meetings of the Board.

Section 2.  Special:  Special meetings of the Board shall be called by the president whenever he or she shall deem it necessary or as directed by resolution of the Board of Directors or within fifteen (15) days of receipt by him or her of a petition signed by at least two board members addressed to the president and mailed or emailed to him or her.

Section 3.  Notice:  Notice of regular and special meetings of the Directors of the Foundation shall be in writing and be mailed/emailed or otherwise delivered by the secretary at least ten (10) days and not more than twenty (20) days before the meeting, provided, that notice of a special meeting to remove a board member or officer shall be given as soon as requested.  Notice of every special meeting shall state the object of such meeting, and no business other than that specified in said notice shall be transacted thereat.  Whenever any notice is required by these bylaws to be given, personal notice is not meant unless otherwise so stated, and any notice so required shall be deemed to be sufficient if given by email or depositing the same in a post office box addressed to the person entitled thereto at his last known address, and such notice shall be deemed to have been given on the day of such mailing. 

Section 4.  Quorum:  Except for an amendment of the Articles of Incorporation, the presence of a majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Foundation.  If less than a quorum shall be in attendance at any time for which a meeting shall have been called, such meeting may, after a lapse of at least one-half hour, be adjourned from time to time by a majority of board members present.  If notice of such adjourned meeting is sent to the directors, such notice containing a statement of the purpose of the meeting and also that the previous meeting failed for lack of a quorum, and that it is proposed to hold the adjourned meeting with a quorum of those present, then any number of members shall constitute a quorum at such meeting.

Section 5.  Order of Business:  The order of business at all meetings of the Board of Directors and members, if any shall be as follows:
   (1)  Roll call.
   (2)  Proof of due notice of meeting.
   (3)  Reading of the minutes of the previous meeting and action thereon.
   (4)  Reports of officers and Directors.
   (5)  Report of committees.
   (6)  Unfinished business.
   (7)  New business.
   (8)  Adjournment.

              The parliamentary procedure for conduct of all meetings shall be governed by Robert's Rules of Order.
   Section 6.  Voting Eligibility:  The provisions of Article 5, Section 2, of these Bylaws, shall apply to voting at meetings of the Directors of the Foundation.  Voting may be by proxy but Directors who are natural persons should be urged to attend in person.  In the event a Director in the Foundation stands in the name of only one natural person, such person is married, is absent from the meeting, and is not represented by a proxy present at the meeting, the spouse of such absent member shall be entitled to be counted as a Director present and entitled to cast the vote of such absent Director.

    No Profit:  The D. G. Brungard Foundation is a Not for Profit Organization.

Employment of Auditor:  The Board of Directors may employ a certified public accountant who is not a member of the Foundation to audit the books of the Foundation before each annual meeting of the Foundation.  At the discretion of the Board of Directors an Audit Review in lieu of a full audit can be conducted.  A copy of said accountant's report of his audit or review shall accompany each notice of the annual meeting.  Said report shall also be read to the Directors at their annual meeting.

    The fiscal year of this Foundation shall begin January 1 and end on December 31.

    The Foundation may have, but shall not be required to have, a seal.  In the event that a seal is adopted, it shall be circular and shall have inscribed concentrically thereon the name of the Foundation.  Said seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced, or otherwise applied to legal documents so requiring.

    The Articles of Incorporation and the Bylaws of the corporation shall be printed together and a copy thereof shall be made available to each Director of the Foundation and be updated by any current supplements

    These bylaws may be amended by an eighty percent (80%) vote of the Directors of the Foundation (i.e., 4 votes) at any regular or special meeting.  Amendments may be proposed by the Board of Directors or by petition signed by at least two or forty percent (40%) of the Directors containing the exact text of the proposed amendment or amendments, filed with the secretary of the Foundation, who shall mail/email or otherwise deliver notice thereof to all Directors not less than ten (10) days before