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The ByLaws of the Illinois GIS Association are presented below as amended and approved from June 2010.  Changes to the ByLaws may be enacted by the Board but must be voted on by the membership. 

BYLAWS OF THE ILLINOIS GIS ASSOCIATION

ARTICLE I

Purpose

Section 1.  Objectives. The Illinois GIS Association, an Illinois corporation, shall sponsor conferences and educational events, and shall publish newsletters and other publications.  It shall also undertake other tasks of coordination, communication and facilitation intended to advance the understanding, growth and effectiveness of Geographic Information Systems within the State of Illinois.  The corporation shall encourage the development of standards and the exchange of expertise and geographic data among its members.  The corporation is intended to be non-commercial in its activities, never promoting or favoring any single for-profit vendor or product.

Section 2.  Mode of Operation.  The corporation is intended to function in a non-profit manner, taking in sufficient income to cover its costs of operation and to maintain cash reserves to meet its commitments and contingencies.  No profits or income will be distributed to officers or members of the corporation, and no officer or member shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.  Notwithstanding any other provision of these articles, the corporation is organized exclusively for purposes specified in the section of the Internal Revenue Code under which it seeks exemption from federal income tax, and shall not engage in any activities not permitted to be carried on by an exempt corporation.

Section 3.  Political  Activities.  No substantial part of the activities of the corporation shall include propaganda, or otherwise attempt to influence legislation (except as otherwise provided by the Internal Revenue Code under which federal tax exemption is granted), or participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

Section 4.  Principal Office.  The principal office of the corporation shall be at such place in the State of Illinois as may be designated from time to time by the Board of Directors.

ARTICLE II

Membership

Section 1.  Membership Term.  Membership in the Association shall be on a calendar year basis from January 1 to December 31, based on an annual dues payment.

Section 2.  Qualifications.  Membership in the corporation shall be open to all individuals having an interest in geographic information systems and related technology.  Membership shall be classified in the following categories: Active Member, Student Member, and Distinguished Member.

Section 3.  Active Member.  An individual having an interest in or involved in geographic information systems and related technology and shall be entitled to all rights and privileges of the Association.

Section 4.  Student Member.  A student member may be a high school student or must be at least half time undergraduate or graduate student attending a university or college.  A student must submit a letter from a Department Chair verifying enrollment status.  A student may have all rights and privileges of the Association, except for the right to vote or to hold office therein.

Section 5.  Distinguished Member.  An individual of acknowledged renown in Geographic Information Systems and who has rendered outstanding service to the Geographic Information Profession and who is an Active Member in good standing of the Illinois GIS Association may be elected as a Distinguished Member of the Association in one of two ways: (1) by a two-thirds (2/3) vote of the Board of Directors or (2) by receipt of the Dahlberg Distinguished Achievement Award.  Distinguished Members are not required to pay dues and are elected for life. 

Section 6. Membership Rights & Privileges.   All members, with the exception of Student Members, shall have full voting rights.  Voting by eligible members on all matters, including the election of directors, may be conducted by the use of mail, interactive technology, including but not limited to electronic transmission, internet usage, remote communication, and electronic media, provided, however, that a single medium shall be employed for each vote.

Section 7.  Membership Termination.  Membership may be terminated in any of the following ways:

a.  Any member wishing to resign may submit his/her resignation in writing to the President prior to the end of the calendar year for which his/her dues have been paid.

b.  Any member having not paid their dues by March 31st of the dues year, will automatically be removed from the membership roster.  All membership privileges will cease at that time.
 

ARTICLE III

Fiscal Responsibilities

Section 1.  The fiscal year shall be determined by the Board of Directors and is from January 1 to December 31.

Section 2.  Contractual Obligations.  Contracts entered into on behalf of the Association must be signed by the President, Treasurer or Executive Director.  Contracts in excess of $2,000 shall require approval of the Board. The Executive Director shall receive all copies of signed contracts and shall keep on file said contracts.

 

ARTICLE IV

Meetings of Members

Section 1.  Annual Meeting.  An annual meeting of the members of the corporation shall be held.  Notice of the time and place of the annual meeting shall be conveyed through the use of mail, interactive technology, including but not limited to electronic transmission, internet usage or remote communication in accordance with Illinois State Law and the Illinois General Not for Profit Corporation Act of 1986 as amended from time to time, to all active members not more than ninety nor less than ten days prior thereto.  At the Annual Meeting the officers of the corporation and the committees shall provide an annual report, and the results of elections shall be announced.  Newly elected officers shall take office at the conclusion of the Annual Meeting.

Section 2.  Special Meetings.  Special meetings may be called at any time by the Board of Directors, the President, or by a majority of the active members.  Notice of the time and place of any special meeting shall be conveyed in accordance with Illinois State Law and the Illinois General Not for Profit Corporation Act of 1986 as amended from time to time, to all of the active members not more than ninety nor less than ten days prior to such meeting and such notice shall state the purpose of such special meeting.  No business other than that specified in the notice of meeting shall be transacted at such special meeting.

Section 3.  Quorum.  The presence of 10% of the active membership present in person at any annual or special meeting of the members shall constitute a quorum for the transaction of any business to come before the meeting.

Section 4.  Voting.  Voting at any other time other than the annual or special meetings, may be conducted by the use of mail, interactive technology, including but not limited to electronic transmission, internet usage, remote communication, and electronic media, provided, however, that a single medium shall be employed for each vote.

Section 5.  Order of Business at Annual Meetings.  At the annual meeting of members, the following shall be the order of business:

(1)  Call to Order.
(2)  Approval of minutes of previous meeting.
(3)  Approval of agenda.
(4)  Financial Report.
(5)  Report of officers and committees.
(6)  Unfinished business.
(7)  New business.
(8)  Results of elections.
(9)  Adjournment.

Section 6.  Order of Business at Special Meetings.  At a special meeting of the members, the following shall be the order of business:

(1)  Call to order.
(2)  The business for which the meeting was called.
(3) Adjournment.

 

ARTICLE V

Directors

Section 1.  General Power of the Board of Directors.  The powers of the corporation shall be exercised, its business and affairs conducted, and its property controlled by the Board of Directors, except as otherwise provided in the Articles of Incorporation, amendments thereto, or the laws of the State of Illinois.

Section 2.  Other Powers.  Without prejudice to the general powers conferred by or implied by the preceding section, the Board of Directors shall have power:

(a)  To fix, define and limit the powers and duties of all officers;

(b)  To appoint and, at their discretion, with or without cause, to remove or suspend such assistants, managers, agents and employees as the Board may from time to time deem advisable, and to determine their duties and fix their compensation, if any;

(c)  To designate a depository or depositories of the funds of the corporation and the officer or officers or other persons who shall be authorized to sign notes, checks, drafts, contracts, and other instruments on behalf of the corporation;

(d)  To enter into contracts, agreements, memoranda of understanding and other formal and binding relationships with organizations and individuals to further the work of the corporation;

(e)  To fill vacancies on the Board of Directors.

Section 3.  Elections.  The Board of Directors shall appoint a nominating committee to review and recruit candidates for election as directors and President-Elect, as defined in Article VI.  The nominating committee’s recommendations shall be presented to the full Board of Directors for its review and approval.  Following approval of the slate by the Board, the endorsed candidates’ names shall appear on the ballot and conveyed to the membership, aminimum of 30 days, but no more than 90 days, prior to the annual meeting,  in accordance with the laws of the State of Illinois and the Illinois General Not for Profit Corporation Act of 1986 as amended from time to time.  The ballot shall also provide space for writing in the name of any other person a member may wish to vote for as a director or as President-Elect.

Upon closing of the election poll, the Executive Director will forward the results of the election, along with ballot totals, to the Chair of the Nominations Committee. All newly elected Directors and the President-Elect will assume their positions at the conclusion of the annual meeting.

Section 4.  Election and Term of Office.  If there is more than one candidate for a specific position, the candidate receiving the greatest number of votes shall be elected.  A tie vote shall be decided by a majority vote of the Board of Directors.  The President shall become the Past-President automatically when the new President takes office.

In the event the number of members on the Board of Directors is increased, the newly filled vacancies will have initial terms according to the following schedule: 

• If an odd number of additional member(s) is added to the current Board of Directors, the newly elected member(s) will serve an initial term of two years.

• If even numbers of additional members are added to the current Board of Directors, the newly elected members will serve initial terms of one and two years, with their respective term determined by the number of votes received. Subsequent terms thereafter will be served at two year intervals. The member receiving the greater total of votes will serve an initial term of two years; the member(s) receiving the lesser total will serve an initial term of one year.

Should any candidate become for any reason during the course of the election or prior to the annual meeting ineligible to serve as a Director, that candidate will be considered withdrawn from the election.  If votes have been tallied prior to the discovery of ineligibility, the elected candidates will be those receiving the greatest number of votes from among the remaining eligible candidates.  If the remaining number of eligible candidates is insufficient to fill the open Director positions, the shortage of candidates shall be treated as a vacancy on the Board of Directors and shall be filled as per standard procedure described in Article V., section 6 of the By-Laws. 
 
Should the candidate for President-elect become for any reason during the course of the election or prior to the annual meeting ineligible to serve as a Director, that candidate will be considered withdrawn from the election.  The Acting President-Elect shall assume the office of President at the annual meeting.  The office of President-elect will be treated as vacant and filled as per Article V., section 6 of the By-Laws.

The office of the President shall normally be filled by automatic succession of the President-Elect.  The President-Elect shall be elected by a plurality of the voting membership. 

The President, President-Elect and Past-President shall hold office for one year, with the only exception being an altered term of office resulting from a mid-term vacancy in the office of President, President-Elect, or Past-President.  Other Directors shall hold office for two years.

Any Director’s full-time or principal work may not involve ownership, operation, or employment by an organization which manufactures, distributes, or sells equipment, software, data, or services for profit to users of geographic information systems.  Directors may not own, operate, or be employed by a for-profit organization, which is paid to do work for the corporation (ILGISA).  Should any Director become through any condition described above ineligible to serve as a Director, they shall vacate their seat on the Board of Directors and any office held effective the first date of employment, ownership, or participation that negates their eligibility.  The resulting vacancy of a Director shall be filled as per standard procedure described in Article V., section 6 of the By-Laws. 
 
Directors may accept fees for making presentations, writing articles, teaching classes, or providing consulting advice on a part-time or occasional basis, provided such services are not provided to ILGISA itself.  Directors engaged in such part-time activities may not advertise themselves or their services in any manner in ILGISA publications, or by giving presentations or displaying posters at ILGISA events which reflect their part-time work.

Directors must be a resident of the State of Illinois, or have principal employment in the field of GIS in an organization located in the State of Illinois if they live in an adjoining state.

A director must be an active member of the corporation.

Section 5.  Term Limitation.  A director shall be limited to serving two consecutive two-year elected terms.

Section 6.   Removal and Vacancies.  Any director may be removed from office by a majority of votes of the members present at any regular or special meeting of the members called for this purpose, provided that formal charges against such director are conveyed to each member in accordance with the laws of the State of Illinois and the Illinois General Not for Profit Corporation Act of 1986 as amended from time to time, at least ten days in advance of such meeting and such director is given the opportunity to present a defense at such meeting. 

Vacancies may be created by resignation, removal from office, change in eligibility status, death, or disability.  Vacancies in any director’s position shall be filled according to procedures set forth herein regardless of cause.  A vacancy in a director’s position including President, President Elect and Past-President shall be filled by the Board of Directors at any regular or special meetings of the Board of Directors by unanimous consent.  The appointment shall be for the period of time until the next general election.

A Vacancy in the office of President shall be filled by the President-Elect.  If the office of President-Elect is also vacant, the office of President shall be filled by a current director.  A vacancy in the office of Past-President shall be filled by any past President of ILGISA.  A vacancy in the office of President-Elect may be filled by a current director or left vacant until the next general election.

Section. 7. Number. The management of the corporation shall be vested in the Board of Directors which shall consist of ten individual members: the President, the President-Elect, the Past President and seven directors. Members of the Board of Directors shall, upon election, enter the performance of their duties following the annual meeting of members and shall continue in office until the conclusion of the annual meeting which marks the end of their term.

Section 8. Quorum. Five of the members of the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, a lesser number may adjourn the meeting to a later date.

Section 9.  Committees.  The Board of Directors may create one or more Board Committees to perform planning tasks or to carry out some specific assignment.

Section 10.  Compensation.  The Directors shall not receive any salary for their services, but by resolution of the Board of Directors actual expenses incurred, if any, while exercising Director’s duties may be reimbursed.  Chairpersons and members of Board Committees or appointed committees may, by resolution of the Board of Directors, be allowed reimbursement of their actual expenses in carrying out their duties.

Section 11.  Meetings of the Board of Directors.  The Board of Directors may hold regular meetings at such times and places within the State of Illinois as it may deem proper.  If notice is given the directors of a time when, and the place where, such regular meetings will be held, notice before each such regular meeting need not be given to the Board of Directors.  Special meetings of the Board of Directors may be called by the President the unanimous written consent of all the Directors.  Notice shall be given to all directors prior to the date of such special meeting and such notice shall state the time, place and purpose of such meeting, and shall be conveyed in accordance with Illinois State Law and the Illinois General Not for Profit Corporation Act of 1986 as amended from time to time.  No business other than that specified in the notice of meeting shall be transacted at such special meeting.  Notwithstanding the foregoing provisions relating to notice, a meeting of the Board of Directors may be held at any time and place for the transaction of any business without notice if notice is waived in writing by every director.  All Board of Directors meetings may be conducted in person, by telephone conference call or by any other means of instantaneous communication available to each director.

In the situation where a motion and vote is required in between meetings of the Directors, at the President’s discretion, and with the full acknowledgement of a quorum of the Directors, email notice of the motion being made and receipt of votes from a majority of Directors is necessary to pass any interim motions.  The emailed motion, email discussion, and subsequent votes shall be maintained with the minutes and considered a Special Meeting of the Board of Directors. Any action permitted to be taken by the Board of Directors at any regular or special meeting of the Board of Directors may be taken without meeting by the unanimous written consent of all the Directors.

The Board of Directors shall hold a minimum of two in person meetings per year in the State of Illinois.

 

ARTICLE VI

Officers

Section 1.  Concurrent Offices.  No member of the Board of Directors may simultaneously hold two corporate offices.  The corporate offices are President, President-Elect, Past President, Secretary and Treasurer.

Section 2.  President.  The President shall be the chief executive officer of the corporation, shall preside at all meetings of the members and of the Board of Directors, and perform such other duties as are appropriate to the office of President.  The President-Elect shall take office at the end of the annual meeting for a one year term as president.

The President shall have the authority to sign contracts and other agreements which bind the corporation after such action has been approved by a majority vote of the Board of Directors.

Upon leaving office, the President automatically holds the title of Past President.

Section 3.  President-Elect.  The President-Elect may be delegated by the president to perform duties of the president in the event of the president’s temporary disability or absence from meetings, and shall have such other duties as the president or Board may assign.

Section 4.  Past President.  The immediate Past President shall be a member ex-officio of all committees and shall be the Chair of the Nominating Committee.

Section 5.  Secretary.  The Secretary shall be appointed by the Board of Directors from among the Board of Directors to one-year terms. The Secretary, or designee, shall keep minutes of all meetings of the members and of the Board of Directors and shall make proper record of the same, which shall be signed by the Secretary.  The Secretary shall be the Chairperson of the Bylaws Committee.

Section 6.  Treasurer.  The Treasurer shall be appointed by the Board of Directors from among the Board of Directors to one-year terms. The Treasurer shall have general supervision of all finances.  The Treasurer shall cause to be kept adequate and current accounts of the business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses, together with such other accounts as may be required, and upon expiration of term of office, shall turn over to the succeeding Treasurer or to the Board of Directors all property, books, papers and money of the corporation.  The Treasurer shall perform such other duties as may from time to time be assigned by the Board of Directors.  The Treasurer shall be the Chairperson of the Finance Committee.

Section 7.  Appointed Committees.  The Board of Directors may appoint such committee chairpersons and members as it may deem desirable from among the membership who are not members of the Board of Directors.  Each such appointed committee shall continue at the pleasure of the Board of Directors, and perform such duties as the Board of Directors may prescribe.  Each appointed committee will be under the general oversight of a specified director.

Section 8.  Delegation.  In the absence of any officer of the corporation or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, temporarily, the powers or duties, of such officer to any other officer, or to any member of the Board of Directors.

Section 9.  Compensation.  The officers and Board of Directors of the corporation shall serve without pay.

Section 10.  Contractual Officers.  The Board of Directors may enter into contractual agreements with appropriate organizations to provide professional support services as Secretariat, and may designate and appoint individuals from the Secretariat to be officers of the corporation with specific responsibilities.  Such officers shall hold office under the terms of the contractual agreement and at the pleasure of the Board of Directors.


ARTICLE VII

Standing Committees

Section 1.  Definition.  At its organizing meeting each year the new Board of Directors shall establish the standing committees specified in this Article.  The standing committees are required to meet only when there is business to transact, and report back their recommendations to the Board of Directors through the Chairperson of each such committee.

Section 2.  Finance Committee.  The Board of Directors shall appoint a Finance Committee, which shall be Chaired by the Treasurer.  The committee shall include the President and the President-Elect and one other director.  This committee shall prepare and present an annual budget to the Board for approval; receive and review financial reports including audits; prepare a financial plan encompassing sources of income; oversee the negotiation of fiscal relationships with vendors and cooperators, and make recommendations to the Board; review any documents filed with the State or with the Internal Revenue Service; review and recommend insurance coverage for the corporation; oversee legal matters involving the corporation.

Section 3.  Nominating Committee.  The Board of Directors shall appoint a Nominating Committee, which shall be Chaired by the Past-President.  The Nominating committee shall have at least two members, appointed from among the membership, in addition to the Chair.  This committee shall propose candidates for nomination as directors and as President-Elect, to the Board of Directors.

Section 4.  Bylaws Committee.  The Board of Directors shall appoint a Bylaws Committee, which shall be Chaired by the Secretary.  The Bylaws Committee shall have at least two members, appointed from among the active membership, in addition to the Chair.  This committee shall review requests from any member for changes in the Bylaws, and shall report their recommendations to the Board of Directors.

Section 5.  Publications Committee.  The Board of Directors shall appoint a Publications Committee for the purpose of preparing and publishing publications of the Association.  The Publications committee shall have a chair appointed from among the directors and at least two members from the active membership.

Section 6.  Website Committee.  The Board of Directors shall appoint a Website Committee for the purpose of specifying material content, design, and changes to the Association’s electronic media.  The Website Committee shall have at least two members, appointed from among the membership, in addition to the Chair, who will be selected from the Board.  This committee shall designate and coordinate website design and content which will serve to promote ILGISA and its mission; suggest and approve appropriate links; and monitor policies on resources available on the Internet.

Section 7.  Honors Committee.  The Board of Directors shall appoint an Honors Committee for the purpose of selecting persons each year for special recognition.   Honors Committee shall have a chair appointed from among the directors and at least two members from the active membership.  Award recipients to be recognized will be chosen from among those persons working with GIS in any field in Illinois who have made significant contributions to the adoption of GIS among Illinois Government entities, promoted knowledge of and information about GIS to interested users, or have provided outstanding service to ILGISA or the GIS community in general. 

Possible awards include:
Dahlberg Distinguished Achievement Award
For extraordinary service to the GIS community, the Honors committee may select a recipient for the Dahlberg Distinguished Achievement Award, as and when they deem appropriate.  The recipient of the Dahlberg Distinguished Achievement Award also becomes a Distinguished Member of ILGISA.  This award is presented to an individual who has made a significant contribution to the development and advancement of geographic information systems.  Only one such award is made each year; it is possible that no award is presented in a given year.

Hilton Distinguished Collaboration Award
For extraordinary service to the GIS community in the advancement of coordination between GIS professionals, the Honors committee may select a recipient for the Hilton Distinguished Collaboration Award, as and when they deem appropriate. This award is presented to an individual who has made a significant contribution to the promotion of cooperation within our community and with the people we serve.  Only one such award is made each year; it is possible that no award is presented in a given year.

Outstanding Student Award
The Outstanding Student Award is presented to an undergraduate student of any major who has included GIS in their course of study, and has demonstrated exemplary proficiency and understanding of GIS, potential contribution to the GIS Community, and general success in school.  No more than five such awards are presented each year and they will be awarded at the spring conference only.

Service Award
The Service Award is presented to an individual or organization that has provided exemplary professional service or support to the GIS community.  No more than three such awards are presented each year.

Section 8.  Membership Committee.  The Board of Directors shall appoint a committee to promote the benefits of membership, enhance the visibility of ILGISA and connect the GIS communities in Illinois. 
The Membership Committee shall have a chair appointed from among the directors and at least two members from the membership.

Section 9. Education Committee. The Board of Directors shall appoint an Education Committee for the purpose of advocating and promoting the development of high quality GIS related education within the State of Illinois. The Education committee shall have a Chair appointed from among the directors and at least two members from the active membership.  The Education Committee shall be responsible for the oversight of Student ILGISA Chapters to include, but not be limited to the review and approval of Student Chapters.

 

ARTICLE VIII

Parliamentary Rules

Section 1.  The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern ILGISA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order ILGISA may adopt. The designated current version of these rules is located at http://www.robertsrules.com.

 

ARTICLE IX

Amendments

Section 1.  Procedure.  These Bylaws may be amended by submitting the proposed change to the Bylaws Committee.  The Bylaws Committee will review the proposed change and report its recommendation to the Board of Directors.  The recommendation may differ from the change originally submitted to the committee.  The Board of Directors will then consider the proposal, and by six votes of the full Board of Directors, may cause the amendment to be submitted to the membership for approval.  The Board of Directors may alter the proposal received from the Bylaws Committee.

Section 2.  These Bylaws may be amended from time to time by an affirmative vote of a three fifths majority of all the ballots cast by the membership, provided that the ballot stating the proposed amendment to these Bylaws is sent to the membership no less than 30 days prior to the date of tabulation in accordance with Illinois State Law and the Illinois General Not for Profit Corporation Act of 1986, as amended from time to time.  The ballot must state the exact wording of the proposed deletion, change or addition, and must be on a separate ballot from any office to be elected.  The amendment, if passed, shall take effect from the date of tabulation.

Section 3.  The Association may establish policies and procedures which are standards for conduct of the affairs of the Association and its members.  Policies and procedures may be established, amended or revoked by a majority vote of the Board of Directors. 

 

ARTICLE X

Section 1.  The Board of Directors shall provide a suitable seal containing the name of the corporation.  The Secretary of the corporation shall keep the seal.

 

ARTICLE XI

Section 1.  Annual Dues and Fees.  Annual dues and other fees shall be determined annually by the Board of Directors and used to support the operational expenses of the Association.  Annual dues shall be invoiced to the membership during the month of December for the coming year.  Dues payments shall be paid on or before the 31st of March and shall be collected from all classes of membership except Distinguished.