The name of this corporation shall be the Workforce Opportunities Resource Consortium, an Illinois not-for-profit corporation and shall be hereafter referred to as "WORC" and the "Corporation".

WORC will facilitate and advance the processes whereby all learners will be given opportunities to prepare for successful employment and citizenry.

To be organized as a not for profit corporation exclusively for charitable purposes as described in our mission statement and to support and encourage inter vivos and testamentary gifts of money and property from donors, including but not limited to gifts from individuals, corporations, and trusts, and to apply such gifts and the proceeds thereof as directed by the donors or as deemed appropriate by the Board of Directors when not so directed, or where it is impracticable to carry out such directions, all to charitable purposes for the primary benefit of the citizens and residents of the following Illinois counties: Coles, Edgar, Clark, Douglas, Cumberland, Jasper, Clay, Effingham, Fayette, Shelby, Moultrie, Christian, Montgomery and Macon. Its activities shall be conducted in such a manner that no part of its net earnings shall inure to the benefit of any member, director, trustee, officer, or individual. It shall not have the power to issue certificates of stock or declare dividends.

Notwithstanding any provision of these Articles, the consortium shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law)

In the event of dissolution of the consortium or the winding up of its affairs, or other liquidation of its assets, the consortium property shall be conveyed or distributed to such organization or organizations created and operated for non-profit purposes similar to those of the consortium so long as such organization or organizations at the time of such conveyance or distribution qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) , as the Board of Directors of the Consortium may determine.

No substantial part of the activities of the consortium shall consist of carrying on propaganda, or otherwise attempting to influence legislation; and the consortium shall not participate in or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office.

In furtherance of the purposes set forth herein, the consortium shall have and exercise all rights and powers conferred on not for profit corporations under the laws of the State of Illinois, or which may hereafter be conferred, including the power to contract, rent, but or sell personal or real property.

Continuously identify and communicate "employability" needs/skills.

Promote partnerships.

Assist in creating educational environments, which recognize and utilize "core" skills for citizenry and employability.

Promote workbase learning in and across all curriculums

Promote and enhance school based learning to make it relevant to the workplace.

Establish and maintain an administrative structure to accomplish and advance WORC mission.

The WORC shall be composed of up to fifty (50) members representing business, labor, education, agencies and others as suggested by the state. Business, industry, and labor will represent at least fifty percent (50%) of the membership, and actively participate in policy-making. One of those members will serve as chair or chair-elect of the partnership.

Members will be chosen from nominations submitted to the membership committee from the sector or group they will represent.

Terms of Members shall be three (3) years. One-third of the membership terms will expire every year.

Absence from three (3) consecutive membership meetings without just cause or prior notification to the chair is equivalent to resignation from the Consortium. Confirmation of such absences and subsequent removal shall be given to the Chair, in writing, by the Secretary. Any member may be removed by a two-thirds (2/3) vote of WORC membership whenever, in the Consortium's judgment, the best interest of the Consortium would be served. In the event of such action, the Secretary shall give written notice of removal to the Chair not more than ten (10) days following the vote.

A member ceasing to represent the sector (business, labor, education, agencies or others) to which he or she was appointed, will be replaced by a representative from that sector.

Members shall not receive any compensation for their services as members; by resolution of the members, members may be reimbursed for expenses of attendance.

Membership meetings will be held a minimum of twice a year to transact the business of the Consortium.

Special meetings may be on the call of the Chair.

One-fourth of the membership will constitute a quorum.

Each member is entitled to one vote.

Meetings will be conducted according to Robert's Rules of Order.

The officers of WORC will consist of a Chair, Chair-Elect, Secretary and Treasurer. The officers shall be members in good standing and selected from the membership.

The Chair. The Chair shall preside at all meetings of the membership of the Consortium and of the Board of Directors. The Chair shall be responsible for the general supervision of the business of the Consortium. He or she shall exercise a general oversight over the affairs of the Consortium, enforce its bylaws and regulations, and perform such other duties as are generally incumbent upon a presiding officer.

Chair-Elect. The Chair-Elect shall, in the absence, resignation, or incapacity of the Chair, assume the duties of the Chair. The Chair-Elect will assume the position of the Chair at the conclusion of his or her term as Chair-Elect.

Secretary. The Secretary shall be responsible for the keeping of an accurate record of the minutes of all meetings of the Consortium and of the Board of Directors, shall maintain a roster of all members of the Consortium, and shall keep on file all documents, communications, and other papers relating to the business of the Consortium.

Treasurer. The Treasurer shall be responsible for the keeping of an accurate record of all financial transactions of the Consortium. The Treasurer shall make available monthly written reports detailing income and expenses. The Treasurer shall ensure that the books are available for inspection by the Chair or the Board of Directors. The Treasurer shall always serve as Chairperson of the Finance Committee

The new Chair, Chair-Elect, Secretary and Treasurer will be elected at the final membership meeting of the year. Each officer is elected for a term of one year, with the year running from January 1 to December 31.

The Consortium may elect or appoint other officers as necessary.

A vacancy in any office will be filled by appointment by the Board of Directors for the unexpired portion of the term.

There will be a Board of Directors which will conduct business of WORC between regularly scheduled meetings.

The Board of Directors will consist of the Officers, Standing-Committee Chairs and other business and community members as appointed by the chair, fifty percent (50%) of which will be from labor, business, or industry.

The Board of Directors will meet as called by the Chair or when twenty-five percent (25%) of its members request a meeting.

Standing Committees will be maintained. These include, but are not limited to: Membership and Finance. All members will choose or be assigned to at least one (1) Standing Committee by the WORC Chair

Ad Hoc Committees: The Chair may designate and appoint additional committees as needed.

No member of WORC shall cast a vote on any matter which has direct bearing on services to be provided, if such service would directly financially benefit the member or organization they represent. The member(s) shall identify any conflict of interest related to such matters prior to discussion and consideration of the matter by WORC.

Proposed by-law amendments shall be submitted in writing to the Board of Directors. The Board of Directors shall read the proposed amendment, check the validity, and distribute to WORC members seven (7) days prior to the next scheduled WORC meeting. The vote required to amend the by-laws shall be a two-thirds (2/3) vote of the members present, provided the requirements of a quorum have been met.

Contracts:
The Board of Directors may authorize any officers or agents of the Consortium to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Consortium. Such authority may be general or confined to specific instances.

Expenditures/Budget:
WORC shall approve an annual budget for the Consortium prior to the start of the fiscal year. Any amendments to the budget must be approved prior to expenditures.

Deposits:
All funds to the Consortium shall be deposited in a timely manner to the credit of the Consortium in such banks, trust companies, or other depositories as the Board of Directors may select.

Solicitation of Funds:
All formal grant applications must have the approval of the Board of Directors.

Fiscal Year:
The fiscal year of the Consortium shall be determined by the Funding Agency. An audit of the books and records of the Consortium shall be conducted annually. The audit report shall be presented to WORC membership at the next regular meeting following.

Books and Records:
The Consortium shall keep correct books and records of accounts, records of attendance, and the minutes of the proceedings of the Consortium and Board of Directors meetings. The Consortium shall keep an accurate record of the names and addresses of WORC members.

The Consortium does not discriminate in hiring or membership on the basis of age, race, religion, color, sex, ethnic origin, disability, or sexual preference.