General Not For Profit Corporation Act of 1986
Suggested USCF Information Disclosure Policy
Let it be known:
1. It is the duty of governance is to serve the membership, reaching its decisions in full view of the membership.
2. Elected officials, appointed representatives and committees exist to conduct the membership's business. The membership does not cede to these entities the right to decide what the membership should know about the operations of the USCF.
3. The right of the membership to know what those acting on behalf of their organization are doing is fundamental to public trust, and with very few exceptions, that right supersedes any other policy interest officials may use to prevent membership access to information. Only in rare and unusual circumstances does the membership benefit from allowing the business of the USCF to be conducted in secret, and those circumstances should be carefully and narrowly defined to prevent officials from abusing their authority.
4. Officials who attempt to conduct the membership's business in secret should be held accountable for their actions. The Board of Delegates enact these amendments to assure that the membership remains in control of the governance system they have created.
In enacting this policy, the Board of Delegates, mindful of the right of individuals to privacy, finds and declares that access to information concerning the conduct of the membership's business is a fundamental and necessary right of every voting member in this organization. The Board of Delegates finds and declares that the Executive Board, Board of Delegates, associated Committees and appointees exist to aid in the conduct of the member's business. It is the intent of this policy that their actions be taken openly and that their deliberations be conducted openly within the scope of this policy.
As used in this policy "records" includes any writing containing information relating to the conduct of the business prepared, owned, used, or retained by the USCF regardless of physical form or characteristics. "Writing" means handwriting, typewriting, printing, photostating, photographing, and every other means of recording upon any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combination thereof, and all papers, maps, magnetic or paper tapes, photographic films and prints, magnetic or punched cards, discs, drums, emails, and other documents.
Records are open to inspection at all times during the office hours of the USCF and every voting member has a right to inspect any record, except as hereafter provided. Every member has the right to inspect or copy (with appropriate fees to cover any costs) any record made or received in connection with the official business of any body, officer, or employee of the USCF, or persons acting on their behalf, except with respect to records exempted pursuant to this section. All meetings of any governance body of the USCF, shall be open and noticed to the membership.
Officers of the USCF Executive Board will not divulge nor make known in any manner whatever to any person other than authorized Board of Delegates members, authorized USCF committee members or appointees, or authorized employees of the USCF who require such information to adequately perform their duties, any information pertaining to the business of the USCF. All such information, books, and records will be made available to the USCF voting members through appropriate processes within the USCF office consistent with Section 107.75 of the Illinois General Not For Profit Corporation Act.
Nothing in this chapter shall be construed to require disclosure of the following information or for it to be made available to others than authorized USCF employees, USCF auditors, or USCF legal council, or to any other individual outside the closed sessions of the Executive Board:
1. Records pertaining to pending litigation to which the USCF is a party, until the pending litigation or claim has been finally adjudicated or otherwise settled.
2. Personnel, donor, and medical files or information; also any other materials or data relating to a specifically named individual, the disclosure of which may constitute an unwarranted invasion of personal privacy.
3. Notebooks and other materials prepared by an employee of the USCF that are personal to him and not maintained as part of the files of the organizational unit.
4. Investigatory materials necessarily compiled out of the public view by the Ethics Committee the disclosure of which materials [prior to the decision] would probably so prejudice the possibility of fair enforcement that such disclosure would not be in the memberships interest.
5. Trade secrets or commercial or financial information voluntarily provided to the USCF from other corporations for use in developing policy and upon a promise of confidentiality.
6. Proposals and negotiations to enter into any contract or agreement until the time for the opening of bids in the case of proposals or bids to be opened publicly, and until the time for the receipt of bids or proposals has expired in all other cases; and inter-USCF or intra-USCF communications made in connection with an evaluation process for reviewing bids or proposals, prior to a decision to enter into negotiations with or toward a contract to, a particular person. Unless otherwise specified as in 5 above, executed contracts are not exempt from this policy.
7. Questions and answers, scoring keys and sheets, and other materials used to develop, administer or score a test, examination or assessment instrument; provided, however, that such materials are used to administer another examination.
8. Correspondence to the Executive Board or employees of the USCF office by USCF members who are not members of the Board of Delegates, provided that records shall not be transferred to the custody of those mentioned to evade the disclosure provisions of this policy.
Suggested Article on Access to Corporate Records
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
(a) Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 6. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.