Illinois Administrative Code › Title 2 - GOVERNMENTAL ORGANIZATION › Part 5200 - PUBLIC INFORMATION, RULEMAKING AND ORGANIZATION › Subpart C - ORGANIZATION › Appendix A - By Laws of the Illinois Educational Facilities Authority

Current through Register Vol. 48, No. 28, July 12, 2024
ARTICLE I
Name, Principal Office and Seal
Section 1. Name. The name of this Authority, a public body
				  politic and corporate, shall be Illinois Educational Facilities Authority, as
				  provided in Chapter 144, Section 1301 et seq., of the Illinois Revised
				  Statutes.
Section 2. Principal Office. The principal office of the
				  Authority shall be located at the City of Chicago, County of Cook, State of
				  Illinois.
Section 3. Seal. The corporate seal of the Authority shall be
				  a circular disk having inscribed around the periphery thereof the words
				  "Illinois Educational Facilities Authority," and in the center, the word
				  "Seal".
ARTICLE II
Membership
Section 1. Membership of the Authority. The Authority shall
				  consist of 7 members, to be appointed by the governor, who shall be residents
				  of the State, not more than 4 of whom shall be members of the same political
				  party. At least one of the members shall be a trustee, director, officer or
				  employee of an institution for higher education. At least one shall be a person
				  having a favorable reputation for skill, knowledge and experience in the field
				  of state and municipal finance, either as a partner, officer or employee of an
				  investment banking firm which originates and purchases state and municipal
				  securities, as an investment and to the management and control of a state and
				  municipal securities portfolio. At least one shall be a person experienced in
				  and having a favorable reputation for skill, knowledge and experience in the
				  educational building construction field.
Section 2. Residence of Appointive Members. All appointive
				  members of said Authority shall be residents of the State of Illinois.
Section 3. Terms of Office. The initial terms of the members
				  shall be as provided by statute and the designations in their respective
				  appointments; thereafter the terms of members who succeed those whose terms
				  have expired shall be seven (7) years.
Section 4. Vacancies and Reappointment. Any person appointed
				  to fill a vacancy on said Authority shall serve for the unexpired term of his
				  predecessor. All members shall be eligible for reappointment.
Section 5. Removal. Any member of the Authority may be
				  removed by the governor for misfeasance, malfeasance or willful neglect of duty
				  or other cause after notice and a public hearing unless such notice and hearing
				  shall be expressly waived in writing.
Section 6. Powers. The members of the Authority shall possess
				  and exercise all of the powers granted in the Act of 1969, Chapter 144, Section
				  1301 et seq., as the same has been or hereafter may be amended, and by all
				  other laws consistent with said Act as may be necessary to effectuate the
				  purpose of said Act.
ARTICLE III
Officers of the Authority
Section 1. Chairman. The Chairman of the Authority shall be
				  elected annually by the members of the Authority, and shall preside at all
				  meetings of the Authority and perform such other duties as shall be necessary
				  or desirable by reason of his position as Chairman, or as may be directed by
				  resolution of the Authority, duly adopted by a majority of its members, at a
				  meeting held pursuant to these By-laws.
Section 2. Vice Chairman. A Vice Chairman shall be elected
				  annually by the members and shall perform all duties incumbent upon the
				  Chairman during the absence or disability of the latter, and shall perform such
				  other duties as shall be deemed desirable by resolution of the Authority, duly
				  adopted by a majority of its members, at a meeting held pursuant to these
				  By-laws.
Section 3. Powers of Chairman and Vice Chairman. When
				  requested by an Institution which has received financial assistance from the
				  Authority (an "institution"), the Chairman or Vice Chairman of the Authority
				  shall have the power to approve, consent to and/or waive on behalf of the
				  Authority ministerial, administrative or other non-substantive matters relating
				  to bonds of the Authority or any documents related thereto ("Financing
				  Documents"); provided, however, that (i) written notice of the intent to take
				  any such action shall have been given to the other Members of the Authority by
				  letter or telefax at least two (2) business days prior to the taking of the
				  proposed action and (ii) general counsel to the Authority, bond counsel to the
				  Authority and the financial advisor to the Authority shall have concurred in
				  such officer's determination that the action to be taken is ministerial,
				  administrative or otherwise non-substantive in nature. Written notice of the
				  taking of such action shall be given to the other Members of the Authority at
				  the next meeting of the Authority or within 60 days after such action is taken,
				  whichever occurs earlier. Notwithstanding the foregoing provisions of this
				  Section 3, the Chairman or Vice Chairman of the Authority may each, in his or
				  her own discretion, decline to approve, consent to and/or waive any such
				  ministerial, administrative or non-substantive matter on behalf of the
				  Authority and may instead defer such matter to a meeting of the Authority for
				  its consideration.
The following types of matters relating to bonds of the
				  Authority or Financing Documents are generally considered to be ministerial,
				  administrative or otherwise non-substantive in nature: (i) the approval of a
				  renewal, or of an extension of the scheduled expiration date, of an existing
				  credit and/or liquidity facility that supports Authority bonds without any
				  substantive changes to any related Financing Documents, (ii) the approval of an
				  Institution's replacement of a current credit and/or liquidity facility
				  involving a new bank or other financial institution when such new facility will
				  not result in a decline or withdrawal of any rating on such bonds and no
				  substantive amendments will be made to any related Financing Documents, (iii)
				  the approval of an amendment to a document between an Institution and a bank or
				  other financial institution providing a credit and/or liquidity facility for
				  Authority bonds where the Authority is not a party to such document and the
				  Authority's interests are not adversely affected by such amendment, (iv) the
				  approval of an Institution's replacement of a professional or financial firm or
				  institution previously approved by the Authority which performs services
				  regulated by Financing documents with another firm or institution which has
				  comparable knowledge, experience and capability to that of the firm or
				  institution being replaced, (v) approving an Institution's selection of a
				  professional or financial firm or institution to perform services regulated by
				  Financing Documents where no such firm or institution has been previously
				  approved by the Authority for such purpose, if such firm or institution
				  reasonably appears to have sufficient knowledge, experience and capability to
				  perform such services, (vi) the approval of an amendment to a remarketing
				  agreement relating to Authority bonds where the Authority's interests are not
				  adversely affected by such amendment, (vii) the approval of the substitution of
				  new collateral of equal or greater value for existing collateral securing
				  Authority bonds, (viii) the approval of an escrow restructuring when moneys
				  made available from the restructuring are either (a) to be applied to finance
				  costs of projects previously approved by the Authority, (b) to be held by the
				  bond trustee or other escrow agent to be disbursed for projects which the
				  Authority may thereafter approve or (c) to be applied to pay principal of or
				  interest on bonds of the Authority, (ix) the waiver of all or a portion of the
				  number of days prior notice that an Institution is required to give the
				  Authority of various events, including the prepayment of its note or the
				  conversion of the interest rate mode on variable rate bonds to another interest
				  rate mode, (x) the approval of the execution of documentation to effect the
				  defeasance of Authority bonds in accordance with the provisions of the related
				  Financing Documents and (xi) the approval of a supplement or amendment to, or a
				  restatement of, an official statement or other offering document relating to
				  Authority bonds where such approval by the Chairman or Vice Chairman is limited
				  to information contained in such supplement, amendment or restatement
				  specifically describing the Authority, its membership and organization, its
				  powers, its outstanding bonds, its advisors or litigation involving the
				  Authority.
ARTICLE IV
Meetings
Section 1. Annual Meetings. The annual meeting of the
				  Authority shall be held in the City of Chicago, Cook County, Illinois, or such
				  other place in the State of Illinois as may be designated by the Chairman of
				  the Authority, at 2:00 o'clock P.M., on the first Friday of each October in
				  each year; provided, however, that said annual meeting may be held on any other
				  day of such month if all the members of the Authority consent to such other
				  date.
Section 2. Regular Meetings. Regular meetings of the
				  Authority shall be held at the principal office of the Authority on the first
				  Thursday of each month at such time as is designated by the Chairman, subject
				  to change of date if all members consent.
Section 3. Special Meetings. A special meeting of the
				  Authority may be held upon call by the Chairman or any four (4) members of the
				  Authority at least forty-eight (48) hours' notice to each member of the
				  Authority. Such notice shall specify the time and place and general purpose of
				  the meeting and shall be given to each member, either personally or by telegram
				  or by mail (if by mail, notice shall be deemed adequate if deposited in the
				  U.S. mail 96 hours or more before the meeting); provided, however, that at any
				  meeting at which all of the members of the Authority are present, notice of the
				  time and place and purpose of the meeting shall be deemed waived.
Section 4. Quorum. Four members of the Authority shall
				  constitute a quorum. A majority vote of the members of the Authority shall be
				  necessary for any action taken by the Authority. A vacancy in the membership of
				  the Authority shall not impair the right of a quorum to exercise all the rights
				  and perform all the duties of the Authority.
ARTICLE V
Administrative Personnel
Section 1. Executive Director. The Authority may employ an
				  Executive Director and Assistant Executive Director upon such terms and
				  conditions as the Authority shall deem proper. The Executive Director shall
				  have general and active supervision, control and management of the affairs and
				  business of the Authority, subject to the orders, resolutions of the Authority,
				  and supervision of the Chairman; he shall have general supervision and
				  direction of all agents and employees of the Authority and shall see that all
				  orders and resolutions of the Authority are carried into effect.
Section 2. Other Personnel. The Authority may employ
				  consulting engineers, architects, attorneys, accountants, construction and
				  financial experts, superintendents, managers, and such other employees and
				  agents as may be necessary in its judgment, and fix their compensation.
Section 3. Bond. Before the issuance of any revenue bonds
				  under this Act, the Chairman, Vice Chairman, Executive Director and Assistant
				  Executive Director and any other member of the Authority authorized by
				  resolution of the Authority to handle funds or sign checks of the Authority
				  shall execute a surety bond in the penal sum of $100,000. Each such surety bond
				  shall be conditioned upon the faithful performance of the duties of the office
				  of the principal, shall be executed by a surety company authorized to transact
				  business in the State as surety, shall be approved by the attorney general and
				  shall be filed in the office of the Secretary of State. The cost of each such
				  bond shall be paid by the Authority.
ARTICLE VI
Administration
Section 1. Annual Audit and Accounting Procedure. The
				  Authority may cause an audit of its books to be made at least once each year by
				  an independent certified public accountant and the cost thereof shall be
				  treated as a part of the administrative costs of the Authority.
Section 2. Documents. The Executive Director or Assistant
				  Executive Director or other person designated by resolution of the Authority
				  shall keep a record of the proceedings of the Authority and shall be custodian
				  of all books, documents and papers filed with the Authority, the minute book or
				  journal of the Authority, and its official seal. Said Executive Director or
				  Assistant Executive Director or other person may cause copies to be made of all
				  minutes and other records and documents of the Authority and may give
				  certificates under the official seal of the Authority to the effect that such
				  copies are true copies, and all persons dealing with the Authority may rely
				  upon such certificates.
Section 3. Execution of Documents. All contracts and
				  agreements entered into by the Authority shall, unless the members by
				  resolution otherwise direct, be executed on behalf of the Authority by the
				  Chairman or Vice Chairman.
Nothing in these By-laws shall be deemed to limit in any
				  manner the right of the members by resolution adopted at a meeting to designate
				  other or different officers to execute a specified document or documents at any
				  time.
Nothing in these By-laws shall be deemed to prohibit the use
				  of facsimile signature where compliance has been had with the Uniform Facsimile
				  Signature of Public Officials Act of the State of Illinois.
Section 4. Fiscal Year. The Authority shall operate on a
				  fiscal year basis beginning July 1 of each year and ending June 30 of the next
				  succeeding year.
Section 5. Payments. All bills, notes, checks or other
				  instruments for the payment of money shall be signed and countersigned by such
				  officers and in such manner as may be prescribed by resolution of the
				  members.
Section 6. Authority Action. Any action taken by the
				  Authority under this Act may be authorized by resolution at any regular or
				  special meeting, and each such resolution shall, unless otherwise provided
				  therein, take effect immediately and need not be published or posted.
Section 7. Federal Social Security Act. The Authority may
				  take such action as it deems appropriate to enable its employees to come within
				  the provisions and obtain the benefits of the Federal Social Security Act. If
				  the employees of the Authority shall come within the provisions of said Social
				  Security Act, their employment shall be included in the term "employment" as
				  used in applicable laws of the State and shall apply to the Authority to the
				  same extent and in the same manner as they are applicable to the State.
Section 8. Agent. The Executive Director, 333 West Wacker
				  Drive, Chicago, Illinois, shall be, for all purposes, the agent of the Illinois
				  Educational Facilities Authority upon whom any process, notice, or demand
				  required or permitted by law to be served upon the Illinois Educational
				  Facilities Authority may be served.
ARTICLE VII
Reports
Section 1. Annual Report. The Authority shall keep an
				  accurate account of all its activities and of all its receipts and expenditures
				  and shall annually in the month of January make a report thereof to its
				  members, to the Governor and to the State Auditor of Public Accounts, such
				  reports to be in a form prescribed by the members, with the written approval of
				  the Auditor of Public Accounts.
ARTICLE VIII
Amendment
These By-laws may be amended by the affirmative vote of at
				  least a majority of the members of the Authority at any regular meeting,
				  provided ten (10) days' previous written notice of the proposed amendment has
				  been given to all members. Such notice may, however, be waived if all members
				  are present and if unanimous consent is given to the adoption of the
				  amendment.