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(A) Each Director of the Northeast Illinois Regional Commuter Railroad Corporation, now or hereafter serving as such, shall be indemnified, held harmless and defended by the Northeast Illinois Regional Commuter Railroad Corporation against any and all claims and liabilities to which he or she has or shall become subject, by reason of serving or having served, as such Director, or by reason of any action alleged to have been taken, omitted or neglected by him or her as such Director; and the Northeast Illinois Regional Commuter Railroad Corporation shall defend each such person against any and all claims, suits or proceedings filed against him or her with respect to the subject matter of this indemnification provision, whether such claims, suits, actions or proceedings are rightfully or wrongfully made or filed, provided, however, that no such person shall be indemnified, held harmless or defended against any claim or liability arising out of his or her own willful or wanton misconduct. All references to gender in this section shall be construed to include both male and female.
(B) The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any Director of the Northeast Illinois Regional Commuter Railroad Corporation may otherwise be entitled by law.
(Ord. NRC 80-3, passed 3-19-1980)
The proceedings of the Board of Directors of this Corporation shall be governed by Robert’s Rules of Order, current edition, provided, however, that to the extent such rules are inconsistent with any applicable law, such law shall control such rules.
(Ord. NRC 80-2, passed 3-19-1980)
TEMPORARY VACANCIES
Acting appointments are intended to be interim measures to address temporary vacancies:
(A) Pending a permanent appointment, in the case of employee separation and in the case of the establishment of a newly budgeted position; and
(B) Pending the return of the permanent employee, in the case of a leave of absence.
(Ord. NIRC 11-03, passed 4-15-2011)
TREASURY SIGNATORY AUTHORIZATION
The Board of Directors (“Board”) of the Northeast Illinois Regional Commuter Railroad Corporation (“Corporation”) hereby authorizes the following persons to sign, make, draw or endorse on behalf of the Corporation any and all checks, notes, drafts, bill exchanges or other instruments; to make any payment of money on behalf of the Corporation; and to withdraw funds on behalf of the Corporation.
(A) With respect to amounts less than $10,000, the Chief Financial Officer (“CFO”), any Assistant Treasurer or the Director, Treasury (“Director”) are each individually endowed with the above-mentioned powers. In addition, execution of instruments for the payment of money or withdrawal of funds may be made by facsimile signature by the CFO or the Director. Only one signature is required with respect to such amounts of less than $10,000.
(B) With respect to amounts equal to or greater than $10,000, two signatures are required and signatures must include: either the CFO or the Director, and either the Executive Director/Chief Executive Officer (“CEO”). The General Counsel or a Deputy Executive Director are hereby endowed with the above mentioned powers. For purposes of this section only, the CEO and the CFO may designate, in writing, any other position of the Corporation to make such transfers and endorse checks.
(Ord. NIRC 11-05, passed 11-11-2011)
The CFO and the Director each have the individual necessary authority to invest and execute documents (instructions, wires, transfers and other instruments) for the transfer of funds to any bank or financial institution (“bank”) holding Corporation deposits. In addition, the CFO and the Director each have the individual authority to enter into agreements with any bank on behalf of the Corporation to open and close accounts with respect to such deposits, investments and transfers, including agreements protecting any bank against the consequences of relying on instructions given pursuant to this subchapter, provided that such bank provides confirmation of such transfer to the CFO or Director of the Corporation; and, provided further, that all transactions set forth in this section comply with statutory limitations regarding investment restrictions, the Corporation’s applicable procurement regulations and the Corporation’s investment policy.
(Ord. NIRC 11-05, passed 11-11-2011)
The CFO, Director and any Assistant Treasurer each of the individual authority to endorse any and all instruments deposited by or on behalf of the Corporation with any bank for credit, collection or other reasons, whether payable to the order of the Corporation or any officer or signatory of the Corporation. The CFO, Director and any Assistant Treasurer each have the individual authority to identify, approve or guarantee endorsement of any payee or endorser on any checks or drafts drawn by the Corporation, and to make such arrangements as may be deemed necessary for cashing checks.
(Ord. NIRC 11-05, passed 11-11-2011)
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