| Bylaws of the National Association of Railroad Passengers
Adopted October 18, 2008. Revised October 17, 2009.
Click here for a printable PDF copy
TABLE OF CONTENTS
ARTICLE I - PURPOSES, POWERS, AND RULES
Purposes
Powers
Rules
Prohibited Transactions
ARTICLE II - OFFICES
Registered Office
Principal Office
ARTICLE III - MEMBERS
Membership Categories and Voting Rights
Geographic Organization
Termination of Membership for Cause
State and Local Organizations of Members
ARTICLE IV - MEMBERSHIP MEETINGS
Annual Meetings
Special Meetings
Place and Hour of Meetings
Notice of Meetings
Waiver of Notice
Quorum
Presiding Officer
Manner of Acting
Rules
ARTICLE V - COUNCIL OF REPRESENTATIVES
General Powers
Number and Distribution of Representatives
Allocation of State Representatives
Qualifications of State Representatives
Election of State Representatives
Elected Representatives at Large
Qualifications of Elected Representatives at Large
Election of Elected Representatives at Large
Term of Office
Requirements for Reelection
Vacancies
Membership Requirement
ARTICLE VI - MEETINGS OF THE COUNCIL OF REPRESENTATIVES
Regular Meetings
Special Meetings
Notice of Meetings
Waiver of Notice
Voting by Proxy
Quorum
Presiding Officer
Manner of Acting
Rules
ARTICLE VII – BOARD OF DIRECTORS
Composition
General Powers
Responsibilities of the Board of Directors
ARTICLE VIII - DIRECTORS
Number of Directors
Qualifications of Directors
Election of Directors
Term of Office
Requirements for Reelection
Membership Requirement
Removal
Vacancies
Salaries
ARTICLE IX - OFFICERS
Officers
Qualifications of Officers
Election of Officers
Term of Office
Membership Requirement
Requirements for Reelection
Removal and Vacancies Caused By Removal
Vacancies for Other Reasons
Chair
Succession
Vice-Chairs
Treasurer
Secretary
Salaries
ARTICLE X - MEETINGS OF THE BOARD OF DIRECTORS
Regular Meetings
Waiver of Notice
Quorum
Presiding Officer
Manner of Acting
Action by Unanimous Written Consent
Rules
ARTICLE XI – PRESIDENT AND CHIEF EXECUTIVE OFFICER
ARTICLE XII – COMMITTEES
Nominating Committee
Board Committees
Advisory Committees
Advisory Committee Appointments
Committee Chairmen Appointments
Term of Office
Vacancies
Meetings, Manner of Acting
Action by Unanimous Written Consent
ARTICLE XIII - ADMINISTRATION AND FINANCES
Contracts
Checks, Drafts, Etc
Deposits
Gifts
Books and Records
Audit
Fiscal Year
Seal
ARTICLE XIV - AMENDMENTS TO BYLAWS
ARTICLE XV – TRANSITION
ARTICLE XVI – EFFECTIVE DATE
ARTICLE I - PURPOSES, POWERS, AND RULES
1. Purposes. The Association is organized and will be operated exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code, including the promotion of the common good and general social welfare and the bringing about of civic better¬ments and social improve¬ments, to per¬form re¬search and educate the general public about intercity rail passenger service, rail freight services, and urban mass transit (especially rail), to act as a focal point for, and either by itself or in conjunction with other associations, groups or individuals to undertake pro¬grams and actions designed to encour¬age and pro¬mote develop¬ment of a more balanced U. S. trans¬portation system including, without limita¬tion, the pro¬motion of federal and state policies (in¬cluding funding) beneficial to all forms of rail serv¬ice, urban mass transit (especially rail), rural public transporta¬tion and intermodal terminals and other facilities and services that make it easier for travel¬ers to transfer from one mode of transportation to an¬other.
2. Powers. In pursuance of these purposes it shall have the powers to do all things necessary, proper and consistent with maintaining its tax-exempt status under section 501(c)(3). Further, in addition to the powers granted by the Articles of Incorporation and by these Bylaws, the Association shall have all powers as are now or may hereafter be granted by the General Not for Profit Corporation Act of the State of Illinois.
3. Rules. The following rules shall conclusively bind the Association and all persons acting on behalf of it:
(a) No part of the net earnings of the association shall inure to the benefit of or be distributed to any director, employee or other individual, partnership, estate, trust or corporation having a personal or private interest in the association. Compensation for services actually rendered and reimbursement for expenses actually incurred in attending to the affairs of this association shall be limited to reasonable amounts.
(b) No part of the activities of this association shall be the carrying on of propaganda or otherwise attempting to influence legislation to an extent that would disqualify it for tax exemption under section 501(c)(3), and this association shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.
(c) Notwithstanding any other provision of these Articles or of any Bylaws adopted hereunder, this association shall not take any action not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) or by any other laws then applicable to this association.
(d) Upon dissolution of the association, its assets shall be disposed of exclusively for one or more exempt purposes within the meaning of section 501(c)(3), or distributed to such organizations organized and operated exclusively for charitable purposes which shall, at the time, qualify as exempt organizations under section 501(c)(3), or to the Federal government or to a state or local government, for a public purpose.
4. Prohibited Transactions. The following transactions shall be specifically prohibited to the Association:
(a) The loan of any part of the Association’s in¬come or corpus without the receipt of ade¬quate security and a reasonable rate of return;
(b) The making of any part of the Association’s services available on a personal basis;
(c) The making by the Association of any sub¬stantial purchase of securities or any other property for more than adequate consideration in money or money’s worth;
(d) The sale of any part of the As¬sociation’s assets for less than an adequate consideration in money or money’s worth; or
(e) Engaging in any other transaction which re¬sults in a substantial diversion of the Associa¬tion’s income or corpus to any of the Officers, Directors, Representatives or Members of the Association; any person who shall have made a substantial contribution to the Associa¬tion; a family member of any of the Officers, Directors, Representatives, Members or persons; or a corporation controlled by any Officer, Director, Representative, Member, person, or family member.
ARTICLE II - OFFICES
1. Registered Office. The Association shall have and continuously maintain in the State of Illinois a regis¬tered office and a registered agent whose office is identical with such registered office.
2. Principal Office. The Association shall have and contin¬uously maintain as its headquarters and princi¬pal place of business an office in Washington, DC at such location as may be determined by the Board of Directors.
ARTICLE III - MEMBERS
1. Membership Categories and Voting Rights. The Association shall have two classes of members: General Members and Council of Representatives Members. General Members shall be divided into categories established from time to time by the Board of Directors. Within a category, a single membership (“Membership”) may consist of one or more individuals who have paid dues in the amount determined from time to time by the Board of Directors and shall satisfy any other membership criteria as may be established by these Bylaws. General Members and Council of Representatives Members are referred to collectively as Members. Memberships shall have voting rights as set forth in these Bylaws.
2. Geographic Organization. All Members of the Associa¬tion shall be divided geographically by state and the Members in each state shall elect from among the Members residing in that state individuals to serve on the Council of Representatives. Members so elected shall be referred to as State Representatives. State Representatives from more than one state may agree, by majority vote of such State Representatives, to form multi-state regions for the purpose of addressing interstate issues, accomplishing specific objectives and/or holding membership meetings. Such State Representatives may, by majority vote of the State Representatives in the affected states, redefine or dissolve any such regions so created.
3. Termination of Membership for Cause. The Council of Representatives by an affirmative vote of two-thirds of all the Representatives present at a meeting at which a quorum is present may remove a Member for cause.
4. State and Local Organizations of Members. Unless otherwise approved by the Board of Directors, the Association shall not have any state or local affiliated organizations.
ARTICLE IV - MEETINGS OF MEMBERS
1. Annual Meetings. Annual Meetings shall be called of the Members located within each state (or group of states in instances where Representatives have established a multi-state region) for the transaction of busi¬ness relating to national, state and local issues as may come before the meeting and their relation to the Association’s policies and objectives.
2. Special Meetings. Special meetings of the Mem¬bers within each state (or group of states in instances where Representatives have established a multi-state region) may be called by a simple majority of the State Representatives from that state (or multi-state region) at such times as they deem necessary or advis¬able, and shall be called by such State Representatives upon request of the Council of Representatives or the Board of Directors.
3. Place and Hour of Meetings. The Association shall establish a policy pursuant to which the State Representatives from a state (or multi-state region) shall designate the time, date and place for the Annual Meeting of Members or for any special meeting of Members they call.
4. Notice of Meetings. Written notification of Annual and special meetings of the Members stating the time, date and place of meetings shall be distributed to each Member no fewer than 30 days and no more than 60 days in advance of the date of the meeting. In the case of a special meeting, such notice shall include the purpose or purposes for which the meeting is being called. The requirement for written notification can be satisfied by notice sent by electronic means to a member at the e-mail address that appears on the records of the Association.
5. Waiver of Notice. Whenever any notice is required to be given under the provisions of the general Not for Profit Corpora¬tion Act of the State of Illinois, of the Articles of In¬corporation of the Association, or of these Bylaws, a waiver thereof in writing signed by the person or per¬sons entitled to such notice, whether before or after the time stated therein, shall be deemed equiva¬lent to the giving of such notice. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where such a Member attends a meeting for the express purpose of objecting to the transaction of any busi¬ness because the meeting is not lawfully called or convened.
6. Quorum. The Members residing within the state (or multi-state region) where the meeting is held and present at the meeting in person shall constitute a quorum at such meeting.
7. Presiding Officer. At all meetings of Members, the State Representatives from the state (or multi-state region) present at the meeting shall determine who shall preside as Chairman of the meeting. If no State Representative is present, any Member may be designated by the Memberships pre¬sent to preside.
8. Manner of Acting. Except for the election of State Representatives, which shall happen in accordance with Article V of these Bylaws, each Membership of the Associa¬tion shall be entitled to vote in person as to each matter submitted to a vote at meetings of Members. Each Membership is entitled to one vote. Proxy voting is prohibited. The act of Memberships holding a majority of the votes that may be cast at a meeting at which a quorum is present shall be the act of the Mem¬bers of that state (or multi-state region) except where oth¬erwise provided by law.
ARTICLE V - COUNCIL OF REPRESENTATIVES
1. General Powers. The Council of Representatives shall: appoint the Nominating Committee; elect the Elected Representatives at Large, the Officers and the Directors of the Association in that order; review the overall direction of the Association; adopt resolutions and advise the Board of Directors about the As¬sociation’s programs and policies; and repeal or amend these by-laws. By a two-thirds vote of the Representatives present at a meeting in which a quorum is present, the Council of Representatives may remove one or more Directors, Officers or Members for cause.
2. Number and Distribution of Representatives. The Council of Representatives may have up to 137 Representatives, including up to 112 State Representatives, up to ten Elected Representatives at Large and the Association’s Officers and Directors.
3. Allocation of State Representatives. The 112 State Representative positions shall be distributed among the states on the basis of two factors: the size of that state’s Congressional delegation and the number of Association Memberships in that state, with each of these two factors given equal weight. Every state shall be entitled to at least one State Representative.
4. Qualifications of State Representatives. Each candidate for election as a State Representative shall:
(a) Have been a Member in good standing of the Association for at least 12 consecutive months immediately prior to the closing date for nomina¬tions. The Board of Directors may waive this requirement by majority vote in instances where an exceptional candidate cannot comply, provided that the candidate is a Member in good standing at the time nominations are accepted.
(b) Submit to the Nominating Committee a candidate information statement on a form approved by the Board of Directors.
(c) Be a legal resident in the state they seek to represent and at least 18 years of age.
5. Election of State Representatives.
Responsibilities of the Board of Directors. The Board of Directors shall adopt policies and procedures: to ensure that each Member in good standing receives a ballot containing the names and qualifications of candidates; and to establish a method for tallying, reporting and certifying the results of the election. Such procedures shall include specifying a record date for determining the Memberships entitled to vote in each state, such date to be no more than 60 days before the distribution of ballots to members.
Responsibilities of the President. The President shall:
Prior to September 15 of each odd-numbered year, cer¬tify to the Council of Representatives the number of State Representatives to be elected from each state, such certifi¬cation to include a count of the Association Memberships within each state as of August 31 of that year.
On or before October 1, 2011 and each odd-numbered year thereafter, announce to the Members that nominations for State Representative positions, including self-nominations, are open, and that the closing date for nominations is December 1.
On or before December 31, 2011 and each odd-numbered year thereafter and except as otherwise provided in these Bylaws or required by law, determine the methods for balloting, counting and certifying votes cast in the election. Methods of balloting may include balloting by mail and/or by electronic means.
On or before January 15, 2012 and each even-numbered year thereafter, send to each Membership in good standing the ballot and qualifications of each candidate running for State Representative in that state, the method for voting and notice that the deadline for submission of ballots is February 15. If ballots are sent to Memberships electronically, they shall be sent to the electronic address that appears on the records of the Association.
On or before March 1, 2012 and each even-numbered year thereafter, announce to the Members the names of the candidates elected as State Representatives.
Maintain in the official records of the Association the total number of ballots counted and disallowed for each candidate.
(b) Automatic Election. When the number of candidates for State Representative in a given state after the closing date for nominations, or at any subsequent time before the date of the election, is the same as or fewer than the num¬ber of State Representative positions to be elected, those candidates shall be deemed elected as of March 1. The distribution of ballots and the conduct of an election in that state shall not be required.
(c) Unfilled Positions. Any unfilled State Representative posi¬tion shall be consid¬ered vacant.
(d) Balloting. Each Membership shall be limited to one vote, even if an individual is a member of more than one membership class or if the Membership includes two or more individuals. Except as otherwise provided by these Bylaws, State Representative can¬didates receiving the highest number of votes in each state shall be the State Representatives from that state. Any ballot cast by a person known not to be a Member in good standing of the Association, or on which the vote cast is not clear will be disallowed. Each Membership may vote only on those State Representatives nominated to represent the state in which the Member resides.
6. Elected Representatives at Large. The Council of Representatives may have up to 25 Representatives at Large, including up to10 of whom shall be elected by the State Representatives at the Council of Representatives Annual Meeting in each even-numbered year beginning in 2010 (the “Elected Representatives at Large”), and the Officers and Directors of the Association. The purpose of having up to 10 Elected Representatives at Large is to add to the Council individuals whose position, knowledge, experience, credentials, prominence or financial support bring special expertise, credibility and/or resources to the Association.
7. Qualifications of Elected Representatives at Large. Each candidate for Elected Representative at Large shall:
(a) Be a Member of the Association in good standing prior to his or her election.
(b) Submit to the Nominating Committee a candidate information statement on a form approved by the Board of Directors.
(c) Be a legal resident and at least 18 years of age.
8. Election of Elected Representatives at Large. Elected Representatives at Large are nomi¬nated and elected by the State Representatives at the Annual Meeting of the Council of Representatives in even-numbered years. Election of Elected Representatives at Large may be done through a voice vote unless there are more candidates than positions, in which case printed ballots shall be used; ballot counters shall be non-candidates.
9. Term of Office. Except as otherwise provided in Article XV of these Bylaws, State Representatives and Elected Representatives at Large shall serve two year terms and until their successors are elected and qualified, as follows:
(a) Each State Representative shall hold office for a term of two years beginning March 1 in even numbered years.
(b) Elected Representatives at Large shall hold office for a term of two years beginning immediately upon their election at the Annual Meeting of the Council of Representatives in even numbered years.
(c) Any Representative may resign at any time by written resignation lodged with the President.
10. Requirement for Re-Election. To seek re-election, State Representatives and Elected Representatives at Large shall:
(a) Have remained a Member in good standing of the Association during their term of office;
(b) Submitted a candidate information statement on a form adopted by the Board of Directors;
(c) Have met the minimum meeting attendance requirements established by the Board of Directors.
For purposes of this paragraph, any per¬son who was elected a State Representative or Elected Representative at Large in the immediately preceding election is considered to be “seeking re-election” even if he or she resigned subsequent to such election.
11. Vacancies. Any vacancy occurring in the Council of Representatives shall be filled by the Board of Directors after consultation with the appropriate Officers, Directors and Representatives. A person elected to fill a vacancy shall serve the unexpired term of the person whose vacancy s/he is filling.
12. Membership requirement. All Representatives must be and remain dues paying Members of the Association in good standing during their term in office. Failure to meet this requirement will result in automatic removal from office.
ARTICLE VI - MEETINGS OF THE COUNCIL OF REPRESENTATIVES
1. Regular Meetings. The Council of Representatives shall hold two regular meetings per year, one in the Spring in Washington DC and other in the Fall in a location chosen by the Council of Representatives. The Spring meeting shall be deemed the Annual Meeting of the Council of Representatives.
2. Special Meetings. Special meetings of the Council of Representatives may be called by the Chair of the Board or the Board of Directors.
3. Notification of Meetings. Written notification of annual and special meetings stating the time, date and place of meetings shall be distributed to each member no less than 30 days and no more than 60 days in advance of the date of the meeting. In the case of a special meeting, such notice shall include the purpose or purposes for which the meeting is being called. The requirement for written notification can be satisfied by notice sent by electronic means to a member at the e-mail address that appears on the records of the Association.
4. Waiver of Notice. Whenever any notice is required to be given under the provisions of the general Not for Profit Corpora¬tion Act of the State of Illinois, of the Articles of In¬corporation of the Association, or of these Bylaws, a waiver thereof in writing signed by the person or per¬sons entitled to such notice, whether before or after the time stated therein, shall be deemed equiva¬lent to the giving of such notice. The attendance of a Representative at any meeting shall constitute a waiver of notice of such meeting, except where such Representative attends a meeting for the express purpose of objecting to the transaction of any busi¬ness because the meeting is not lawfully called or convened.
5. Voting by Proxy. Elected Representatives at Large may not vote by proxy. A State Representative who is unable to attend a meeting may designate in writing an Alternate to act as the State Representative’s proxy by attending and voting at a meeting. An Alternate shall be a Member in good standing of the Association. The des¬ignation must be in writing, signed by the absent State Representative, and presented to the Secretary at the meeting. No written designation of an Alternate to act as a proxy shall be valid after 11 months from the date of its execution.
6. Quorum. Representatives and Alternates constituting one-third of the votes of the whole Council of Representatives shall constitute a quorum for the transaction of any business at any meeting of the Council. If fewer than such one-third is represented at such meeting, a ma¬jority of the Representatives present may adjourn the meet¬ing and reconvene at a later time without further notice.
7. Presiding Officer. At all meetings of the Council of Representatives, the Chair of the Board, a Vice-Chair of the Board designated by the Chair, or if not so designated then selected by the Treasurer, or Secretary, in the order named, shall preside as Chair. If none of them is present, any other Director may be designated by the Representatives present as chairman of the meeting.
8. Manner of Acting. The act of the Representatives and Alter¬nates holding a majority of the votes cast on a matter at a meeting at which a quorum is present shall be the act of the Council of Representatives except where otherwise pro¬vided by law. At Large Representatives may not vote by proxy. Each Representative or Alternate shall have one vote.
9. Rules. All meetings of the Council of Representatives shall be held in accordance with the latest edition of Robert’s Rules of Order.
ARTICLE VII – BOARD OF DIRECTORS
1. Composition. The Board of Directors shall consist of no fewer than 10 and no more than 15 Directors, including the seven Officers enumerated in Article IX, paragraph 1, and up to eight Directors who are not Officers.
2. General Powers. The Board of Directors shall exer¬cise overall direction and control over the affairs of the Association including the formulation of As¬sociation program and policies.
3. Responsibilities of the Board of Directors.
(a) Understand the purpose of the organization and have general knowledge of how the organization is functioning. Assure adherence to the purposes of the organization and monitor effectiveness in achieving results and compliance with the Articles of Incorporation, Bylaws and tax exempt status.
(b) Set organizational goals and policy; oversee its administration by competent staff. Review, adopt and monitor long-range and annual plans and budgets. Review regular financial reports. Ensure timely completion of annual audits and filing of required tax returns.
(c) Provide for competent legal counsel to assure compliance with applicable local, state and federal laws, including timely filing of reports and meeting procedures.
(d) Appoint and regularly review the performance of the President.
(e) Assure a personnel program that provides competent staff. Assure that staff compensation and professional consulting fees are reasonable.
(f) Ensure adequate financial resources to conduct the Association’s activities.
(g) Provide for regular meetings of the Board and its committees with adequate reports on – and discussion of – organizational activities.
(h) Provide for prudent and sound investment and management of Association funds and assets not expended directly for charitable purposes, to yield a reasonable return without undue risk.
(i) Protect the Association’s property, including reasonable provision for safekeeping, replacement and divestment procedures that will benefit the organization.
ARTICLE VIII – DIRECTORS
1. Number of Directors. The Board shall have a minimum of 10 and a maximum of 15 Directors. Of these directors, seven shall be the Officers of the Association and up to eight shall be Elected Directors.
2. Qualifications of Directors. Each candidate for Elected Director shall:
(a) Be a dues paying member in good standing of the Association.
(b) Have been a member of the Council of Representatives, the Board of Directors or an Officer for at least one two-year term. The Board of Directors may waive this requirement for exceptional candidates by majority vote.
(c) Submit to the Nominating Committee a candidate information statement on a form approved by the Board of Directors.
(d) Be a registered voter.
3. Election of Directors. The Council of Representatives shall elect the Elected Directors of the Association at its Annual Meeting in even-numbered years. Election of Elected Directors shall follow the election of Officers. If there are more candidates than positions for Elected Directors, then printed ballots shall be used; ballot counters shall be non-candidates. Any person who has filed a Candidate Information Statement and who has been qualified for candidacy by the Nominating Committee may self-nominate themselves from the floor. Candidates who were not elected to Officer Positions shall be eligible to self-nominate themselves for Elected Director positions.
4. Term of Office. Each Elected Director shall take office at the adjournment of the Annual Meeting at which the election occurred and shall hold office for two years and until a succes¬sor has been duly elected, provided that a Di¬rector may resign at any time by written resignation lodged with the President.
5. Requirements for Re-Election. To seek re-election, an Elected Director shall have:
(a) Attended at least two thirds of the meetings of the Board of Directors and at least two thirds of the meetings of the Council of Representatives held during the Director’s current term of office unless otherwise excused by a majority vote of the Board of Directors. For purposes of this paragraph, any per¬son who was elected as an Elected Director in the immediately preceding election is considered to be seeking re-election even if he or she resigned subsequent to such election.
(b) Remained a Member in good standing of the Association during his or her term of office.
(c) Submitted a candidate information statement on a form adopted by the Board of Directors.
(d) Remained a registered voter.
6. Membership requirement. All Elected Directors must remain dues paying Members in good standing of the Association throughout their term of office. Failure to meet this requirement shall result in automatic removal from office.
7. Removal and Vacancies Caused by Removal. Any Elected Director can be removed from office by a two thirds vote of the Council of Representatives at a meeting at which a quorum is present. No Elected Director shall be removed at a meeting of the Council unless the written notice of such meeting is delivered to all members of the Council. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting. Elected Director vacancies caused by removal shall be filled by the Council of Representatives at the meeting at which the removal was voted. If not so filled by the Council of Representatives, such vacancies may be filled by a majority vote of the Board of Directors. An Elected Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
8. Vacancies. Any Elected Director vacancy except one caused by removal may be filled by a majority vote of the Board of Directors. A person elected to fill a vacancy shall serve the unexpired term of his or her predecessor in office.
9. Salaries. Elected Directors shall serve without salary; how¬ever, unless otherwise provided by law, these Bylaws or an Association Policy, an Elected Director may be paid reasonable compensation for services s/he provides to the Association exclusive of her/his service as a Director.
ARTICLE IX– OFFICERS
1. Officers. The Officers of the Association shall be the Chair of the Board, four Vice-Chairs, a Treasurer and a Secretary. Officers shall be voting members of the Board of Directors and shall not be employees of the Association.
2. Qualifications of Officers. Each candidate for Officer shall:
(a) Be a dues paying Member in good standing of the Association.
(b) Have been a member of the Council of Representatives or Board of Directors for at least one two-year term. The Council of Representatives may waive this requirement for exceptional candidates by majority vote.
(c) Submit to the Nominating Committee a candidate information statement on a form approved by the Board of Directors.
(d) Be a registered voter.
3. Election of Officers. The Officers of the Association shall be elected by the Council of Representatives at their Annual meeting in even-numbered years. Election of Officers shall follow the election of Representatives at Large and be held in the following order: Chair, Vice Chairmen, Secretary, and Treasurer. If there are more candidates than positions, then printed ballots shall be used; ballot counters shall be non-candidates. Any person who has filed a Candidate Information Statement and who has been qualified for candidacy by the Nominating Committee may self-nominate themselves from the floor. Candidates who were not elected to one Officer Position shall be eligible to self-nominate themselves for other Officer positions from the floor.
4. Term of Office. Officers take office at the conclusion of the Annual Meeting of the Council of Representatives at which they are elected. Each Officer shall hold office for two years and until her/his successor shall has been duly elected, provided that an Officer may re¬sign at any time by written resignation submitted to the President. Officers may serve up to three consecutive terms in the same office.
5. Membership Requirement. Officers must remain dues paying Members in good standing of the Association during their term in office. Failure to meet this requirement will result in automatic removal from office.
6. Requirements for Re-Election. To seek re-election, an Officer shall have:
(a) Attended at least two thirds of the Board meetings and three quarters of the Council of Representatives meetings held during the Officer’s current term of office unless otherwise excused by a majority vote of the Board of Directors. For purposes of this paragraph, any per¬son who was elected an Officer in the last previous election is considered to be “seeking re-election” even if he or she resigned subsequent to said last previous election.
(b) Remained a Member in good standing of the Association during his or her term of office.
(c) Submitted a candidate information statement on a form adopted by the Board of Directors.
(d) Remained a registered voter.
7. Removal and Vacancies Caused By Removal. Any Officer can be removed from office by a two-thirds vote of the Council of Representatives at which a quorum is present. Officer vacancies caused by removal shall be filled by the Council of Representatives at the meeting at which the removal was voted. If not so filled by the Council of Representatives, such vacancies may be filled by a majority vote of the Board of Directors. An Officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
8. Vacancies for Other Reasons. A vacancy in any Officer position because of death, resignation or otherwise shall be filled by majority vote of the Board of Directors for the unexpired portion of the term of the Officer whose seat has become vacant.
9. Chair. The Chair of the Board shall be the principal Officer of the Association and shall serve as both Chair of the Board of Directors and Chair of the Council of Representatives. The Chair has the ultimate responsibility for and authority to supervise and control the business and affairs of the As¬so¬ciation. The Chair may sign, with the Secre¬tary or any other proper Officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed. In general, the Chair shall perform all duties incident to the Office of Chair, and such other duties as may be prescribed by the Board of Directors from time to time.
10. Immediate Past Chair and Treasurer. When the Chair and the Treasurer leave office at the end of his/her last term, he/she shall assume the title of Immediate Past Chair and Immediate Past Treasurer, respectively. The Immediate Past Chair and Immediate Past Treasurer shall have a voting seat on the Board of Directors for two years after their term expires.
10. Succession. Upon the death, disability, resignation or removal of the Chair of the Board, the President shall immediately become Acting Chair, perform all the duties of and have all of the authority of the Chair of the Board for a period not to exceed 30 days. With this one exception, the same person shall not serve as both Chair of the Board and President. Within 30 days of the end of the prior Chair’s service, the Board shall elect a new Chair. In the event that the Board fails to elect a new Chair within 30 days, it shall elect an interim Chair from among the then-current Vice Chairmen to act as Chair on a temporary basis.
11. Vice Chairmen. Vice Chairmen are responsible for leading and coordinating the work of groups and committees defined in the Organization Chart adopted by the Board of Directors. In addition, one of the Vice Chairmen (either designated by the Chair or if none has been designated then one selected by majority vote of the Board of Directors) shall, in the absence of the Chair or in the event of the Chair’s inability or refusal to act, be deemed Acting Chair and perform the duties of Chair. When so acting, the Acting Chair shall have all the pow¬ers of and be subject to all the restrictions upon the Chair and shall perform such other duties as from time to time may be assigned by the Board of Directors.
12. Treasurer. The Treasurer shall supervise the custody of all funds and securities of the Asso¬ciation. The Treasurer shall:
(a) Review procedures designed to:
1) ensure that all moneys due and payable to the As¬sociation are properly received and accounted for, and that all such moneys are deposited in the name of the Association in such banks, trust companies, or other depositories as shall be se¬lected by the Board of Directors;
2) ensure that all disbursements are properly made and accounted for.
(b) Supervise an independent Certified Public Accountant in her/his performance of a formal annual audit of the Association’s financial records as required by these Bylaws.
(c) Perform all other duties du¬ties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chair or by the Board of Directors.
(d) Give a bond for the faithful dis¬charge of duties in such sum and with such sureties as the Board of Directors may determine.
13. Secretary. The Secretary is responsible for ensuring that:
(a) Unless responsibility for notice is delegated to another party under these Bylaws, all notices are given as required by these Bylaws or by law.
(b) Corporate records, the seal of the association and the minutes of the meetings of the Board of Directors and the Council of Representatives are kept in a manner prescribed by law.
(c) The minutes of such meetings are available for distribution no more than 30 days after adjournment of meetings.
(d) Perform all other duties incident to the office of Secretary and such other duties that may be assigned by the Chair of the Board or by the Board of Directors.
Salaries. The Chair, Vice Chairmen, Treas¬urer and Secretary shall serve without salary; how¬ever, unless otherwise prohibited by law, these Bylaws or an Association policy, such Officers may be reasonably compensated services they provide to the Association exclusive of their service as Officers or Directors.
ARTICLE - X MEETINGS OF THE BOARD OF DIRECTORS
1. Regular Meetings. The Board of Directors shall have at least six regular meetings each year, either in person or by teleconference. Notification of meetings stating the time, date and place of meetings shall be distributed to each Director at least 14 days in advance.
2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the general Not for Profit Corpora¬tion Act of the State of Illinois, of the Articles of In¬corporation of the Association, or of these Bylaws, a waiver thereof in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be deemed equiva¬lent to the giving of such notice. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where such Director attends a meeting for the express purpose of objecting to the transaction of any busi¬ness because the meeting is not lawfully called or convened.
3. Quorum. One half of the members of the Board shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors.
4. Presiding Officer. At all meetings of the Board of Directors, the Chair or a Vice-Chair designated by the Chair shall preside. If neither is present, the Board by majority vote may designate any other Director or Officer to preside.
5. Manner of Acting. The act of Directors holding a majority of the votes cast on a matter at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise pro¬vided by law. There shall be no voting by proxy. No Director or Officer may cast more than one vote on any matter. Directors may participate in and act at any meeting of the Board through use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
6. Action by Unanimous Written Consent. Any act required by law or by these Bylaws to be taken at a meeting of the Board, or any action which may be taken at such meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all Directors entitled to vote with respect to the subject matter thereof. Such consent shall be evidenced by approvals submitted to the Association either in writing with a Director’s signature and/or by electronic means sent by a Director from the e-mail address for the Director that appears in the Association’s records. All the approvals evidencing consent shall be delivered to the Secretary for filing with the Association’s records. Unless otherwise provided by the consent, the action shall be effective as of the date that the last Director provides written or electronic consent.
7. Rules. All meetings of the Board of Directors shall be held in accordance with the latest edition of Robert’s Rules of Order.
ARTICLE XI – PRESIDENT AND CHIEF EXECUTIVE OFFICER
The President shall be the Chief Executive Officer responsible for carrying out the purposes and mission of the Associa¬tion and shall in general, subject to the supervision and control of the Chair, administer all the busi¬ness and affairs of the Association pursuant to policies and goals established by the Board of Directors. The President is appointed by and serves at the pleasure of the Board under the terms of an employment contract approved by the Board. The President will carry out the duties as defined in a mutually agreed upon job description, including the development and supervision of the professional staff needed to accomplish the Association’s mission.
ARTICLE XII – COMMITTEES
1. Nominating Committee. At its regular fall meeting in odd numbered years, the Council of Representatives shall appoint a Nomi¬nating Committee consisting of at least five State Representatives, no two of which shall be from the same state, to solicit and approve the qualifications of prospective candidates for the elective positions of the Association. The committee:
(a) Shall evaluate the qualifications of candidates for election or re-election to all elective position, including State Representative, using the Candidate Information Statements and other information available to the committee.
(b) Shall report its findings to the Members regarding the qualifications of candidates for State Representative.
(c) Shall re¬port its findings on candidate qualifications for Elected Representatives at Large, Officers and Elected Directors to the Council of Representatives at its Annual Meeting in even numbered years.
(d) The Nominating Committee shall not make endorsements of any candidate or propose a slate of candidates for any Board or Officer positions.
(e) Candidates for election to Board or Officer positions shall submit their candidacy on a Candidate Information Statement to the President of the Association, no later than the close of business on March 31st of even-numbered years. The President shall forward the Candidate Information Statements which have been received to the entire Nominating Committee.
(f) The Nominating Committee shall have its report of qualified candidates ready for distribution to the Council Members by the opening session of the Council of Representatives spring meeting in even-numbered years.
2. Board Committees. The Board shall establish such other Standing and Ad Hoc Board Committees as may be required to:
(a) Discharge its fiduciary responsibilities to the membership or comply with law.
(b) Provide adequate oversight of the Association’s activities.
(c) Assist the professional staff in accomplishing the Association’s purpose and mission.
The board may delegate to such Board Committees authority to act on behalf of the Board except as may otherwise be prohibited by law. Each Board Committee must include two or more Directors and must be composed of a majority of Directors.
The Board shall conduct periodic reviews of each committee’s performance. Unless extended by the Board, Ad Hoc Committees will disband after completion of their designated task or after four years, whichever occurs first. Standing committees continue until abolished by the Board of Directors.
3. Program Committees. The Board may establish such program committees as it deems useful for the Association. Such committees, which may but need not include members of the Board of Directors, may design and execute programs to implement policies established by the Board and achieve Association goals but may not act on behalf of or bind the Association to any action.
4. Program Committee Appointments. Program committees may seek out individuals to become members of the Program Committee and may recommend to the Board that such individuals be appointed to the Committee. Until such time as such individuals are appointed to the Committee by the Board, the Program Committee may invite them to attend and participate as guests in Program Committee meetings.
5. Committee Chairmen Appointments. The Chair of the Board appoints committee chairmen subject to confirmation by a majority vote of The Board of Directors.
6. Term of Office. Committee Chairmen shall serve no more than three consecutive two-year terms, provided that the Chair of a com¬mittee may at any time resign by written resignation submitted to the President.
7. Vacancies. Vacancies in the membership of any committee may be filled by the Board.
8. Meetings, Manner of Acting. The Chair of a committee shall by appropriate notice call meetings of such committees as required or whenever requested to do so by a majority of the committee or by the Board of Directors. A majority of committee members shall constitute a quorum. The act of a majority of members at a commit¬tee meeting at which a quorum is present shall be the act of the committee. The Chair of each committee shall provide periodic reports to the Board of Directors of the activities of the commit¬tee. Committee members may participate in and act at any meeting of the Committee on which they serve through use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
9. Action by Unanimous Written Consent. Any act which may be taken at a Committee meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all Committee members entitled to vote with respect to the subject matter thereof. Such consent shall be evidenced by approvals submitted to the Association either in writing with a Committee member’s signature and/or by electronic means by a Committee member from the e-mail address of that Committee member that appears in the Association’s records. All the approvals evidencing consent shall be delivered to the Secretary for filing with the Association’s records. Unless otherwise provided by the consent, the action shall be effective as of the date that the last Committee member provides written or electronic consent.
ARTICLE XIII - ADMINISTRATION AND FINANCES
1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Asso¬cia¬tion, to enter into any contract or to execute and de¬liver any instrument in the name of and on behalf of the Association. Such authority may be general or con¬fined to specific instances.
2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, or notes or other evidences of indebt¬edness issued in the name of the Association, shall be signed by such Officer or Offi¬cers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such reso¬lution, such instruments shall be signed by the Presi¬dent of the Asso¬ciation.
3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the As¬soci¬ation in such banks, trust companies, or other de¬posito¬ries as the Board of Directors may select.
4. Gifts. The Board of Directors may accept on be¬half of the Association any contribution, gift, be¬quest or devise for the general purposes or for any special purpose of the Association.
5. Books and Records. The Association shall keep correct and complete books and records of account; shall keep minutes of the proceedings of the Membership, the Council of Representatives and the Board of Directors; and shall keep at its principal office a record giving the names and addresses of its Members. All books and records of the Association may be inspected by any person at any reasonable time upon the state¬ment of any lawful business.
6. Audit. The Board of Directors shall each year cause the books and records of the Association to be audited by a qualified Certified Public Accountant. The annual audit shall be performed by a CPA firm none of whose principals is a member or employee of the Association.
7. Fiscal Year. The fiscal year of the Association shall be the calendar year.
8. Seal. The Board of Directors shall provide a cor¬po¬rate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Associa¬tion and the words “Corporate Seal, Illinois.”
ARTICLE XIV- AMENDMENTS TO BYLAWS
These Bylaws may be amended or repealed by a majority vote of the Council of Representatives at a meeting at which a quorum is present. Notice of such amendment(s), along with a copy of such proposed amendment(s) shall be distributed to the Council at least 30 days in advance.
ARTICLE XV – TRANSITION
At the time these Bylaws take effect:
(a) The Board of Directors existing immediately before the approval of the Bylaws shall become the Council of Representatives.
(b) The Executive Committee existing immediately before the approval of the Bylaws shall become the Board of Directors.
(c) All Regional Directors serving immediately before the approval of the Bylaws become State Representatives and serve a term that expires March 1, 2012; no election of State Representatives will occur in 2010.
(d) All Directors at Large serving immediately before the approval of the Bylaws become Representatives at Large and serve until the election of Elected Representatives at Large by the Council of Representatives at the Annual Meeting in spring of 2010.
(e) With the exception of the Executive Director, all Members of the Executive Committee serving immediately before the approval of the Bylaws become Directors and serve until the election of Directors and Officers by the Council of Representatives at the Annual Meeting in the spring of 2010.
(f) The President serving immediately before the approval of the Bylaws becomes the Chair of the Board and serves until the election of Directors and Officers by the Council of Representatives at the Annual Meeting in the spring of 2010.
(g) All Vice Presidents serving immediately before the approval of the Bylaws become Vice Chairmen. The Board may also appoint additional Vice Chairmen. Vice Chairmen serve until the election of Officers by the Council of Representatives at the Annual Meeting in the spring of 2010.
(h) The Treasurer and Secretary serving immediately before the approval of the Bylaws will continue in their respective positions and serve until the election of Officers by the Council of Representatives at the Annual Meeting in the spring of 2010.
(i) The Executive Director serving immediately before the approval of the Bylaws becomes President and an ex officio member of the Board. The President will not be an elected Officer but an employee appointed by the Board of Directors.
ARTICLE XVI – EFFECTIVE DATE
These Bylaws shall become effective immediately upon the adjournment of the regular meeting of the current Board of Directors at which they are approved.
| 
