ARTICLE VII -- Nominations and Elections
Section 1. Elections
Annual elections shall be conducted to elect one (1) Director-at-Large to serve on the Executive Council in accordance with Section 2 of this Article VII. The composition of the Executive Council is as described in Article VI.
Section 2. Automatic Ascension through Executive Council
Unless a Director is removed or withdraws from the Executive Council, each Director-at-Large shall serve the Executive Council in various positions over the ten (10) year period beginning with his/her election as follows:
a. Years 1,2, and 3 as Director-at-Large
b. Years 4 and 5 as either Secretary or Treasurer
c. Year 6 as the Vice President
d. Year 7 as the President Elect
e. Year 8 as the President
f. Year 9 as the Immediate Past President
g. Year 10 as the Second Past President
All newly elected Directors-at-Large will serve a three(3) year term as Director-at-Large; a two (2) year term as either Secretary or Treasurer, and one (1) year terms as Vice President, President-Elect, President, Immediate Past President, and Second Past President. The year that a Director-at-Large is appointed to fill a vacancy shall thereafter succeed through the Executive Council positions according to the schedule of the Director-at-Large (or officer) whose vacancy they replaced.
Section 3. Eligibility
Only voting members and the Executive Director are eligible to serve on the Executive Council.
Life Fellows who opt not to pay dues as outlined in Article IV are ineligible to serve on the Executive Council.
Section 4. Nominations
Chair of the Nominating Committee: The Second Past President serves as chair of the Committee. If there is no Second Past President, the incoming President, with the approval of the Executive Council, appoints the Committee Chair.
Nominating Committee Composition: In addition to the Chair, the other members of the Nominating Committee will include the Immediate Past President, President and two Active or Life members, appointed by the President.
Nominating Procedures: In accordance with policies and procedures established by the Executive Council, the Committee considers the qualifications of all candidates, whether proposed by the membership, by the members of the Committee, or by self-proclamation. The Committee recommends a candidate or candidates for approval by the Executive Council. Once approved, a slate including the name of the final candidate or candidates is presented to the General Assembly for official vote.
Section 5. Nominating Procedures
The Nominating Committee recommends procedures for elections consistent with these Bylaws, subject to approval of the Executive Council. The Nominating Committee provides a candidate or candidates for the open Director-at-Large position to the voting General Assembly of the Academy at least thirty (30) days prior to the Annual Meeting. Election of the Director-at-Large is by vote of the General Assembly present in person at a meeting of the members, with each member having one vote. A majority vote of the General Assembly present is required to conclude an election.
ARTICLE VIII -- Amendment of Bylaws
Section 1. Amendments
In this article, the term “Amendment” means and includes any and all of the following: The adoption of a new Bylaw, the change in part or whole of an existing Bylaw; or the repeal of a Bylaw. Any Amendments brought before the membership must be reviewed by the Bylaws Committee and submitted to the Executive Council. Amendments to the Bylaws may be recommended by a three-fourths (3/4) vote of the Executive Council. The Executive Council will issue proposed Bylaws Amendments to the membership with a recommendation for each proposed Amendment that such Amendment (a) be adopted, (b) not be adopted, or (c) with no recommendation.
Section 2. At Annual Meeting
The Bylaws may be amended at any Annual Meeting of the General Assembly but no Amendment shall be voted upon and adopted unless:
Such Amendment has been sent, in proposed form, to each voting member at least thirty (30) days prior to the Annual Meeting; and unless
Such proposed Amendment receives the affirmative membership vote of three-fourths (3/4) of the votes cast at an annual membership meeting at which a quorum is present.
Section 3. Between Annual Business Meetings
In the absence of, or between Annual Business Meetings, Amendments to the Bylaws may be submitted to the membership at a special meeting called for such purpose if written notice of the proposed changes has been made available to members at least thirty (30) days prior to the special meeting.
The Bylaws may also be amended without a meeting by mail, assuming that members are duly notified of the proposed Amendment; are provided at least thirty (30) days to respond; and that such Amendment receives a three-fourths (3/4) vote of the votes returned.
Section 4. By Written Petition
Amendment to the Bylaws may be proposed by written petition signed by at least twenty percent (20%) of the General Assembly and delivered to the Executive Council not less than forty-five (45) days prior to the date of any Annual Business Meeting so that notice thereof may be sent to each member at least thirty (30) days prior to the Annual Meeting.
ARTICLE IX -- Headquarters
Section 1. Offices
The location of the principal national office of the Academy is designated by the Executive Council. The Academy shall have and continuously maintain a registered office and a registered agent as designated by the Executive Council and as required by law.
Section 2. Books and Records
The Academy shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Executive Council, and committees having and exercising any of the authority of the Executive Council, and shall keep at the principal office a record giving the names and addresses of all categories of members. Upon written request to the Executive Council, books and records of the Academy may be inspected by a member or the member’s agent or attorney for any proper purpose at any reasonable time.
Section 3. Executive Director
The Executive Council may engage the services of an Executive Director. In the event that such services are contracted, the Executive Director shall perform the duties assigned by the Executive Council. The Executive Director shall serve as a member of the Executive Council, ex-officio, without a vote.
ARTICLE X -- Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Academy in all cases to which they are applicable and in which they are not inconsistent with statute, these Bylaws or a specific provision of the Articles of Incorporation and any special rules of order the Academy may adopt.
ARTICLE XI -- Fiscal Procedures
Section 1. Annual Budget
The Academy shall, by such procedure as it may prescribe, adopt a budget each fiscal year appropriating and authorizing expenditures of funds for the operation of the Academy. Funds to meet this budget are to be provided by the members’ dues or through other means commensurate with the purposes of the Academy and all applicable state and federal laws regarding Not-For-Profit Corporations. The budget shall be developed and monitored by the Budget and Finance Committee.
Section 2. Contracts
The Executive Council may authorize any officer, agent or agents of the Academy, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Academy. Such authority may be general or may be confined to specific instances in accordance with established policies and procedures.
Section 3. Checks, Drafts or Orders
All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Academy shall be signed by the Treasurer or, in the absence of the Treasurer, by the President or other officer or person of the Academy as designated by the Executive Council, in accordance with policies and procedures established by the Executive Council.
Section 4. Deposits
All funds of the Academy shall be deposited from time to time to the credit of the Academy in such banks, trust companies or other depositories as the Executive Council may select.
Section 5. Gifts
The Executive Council may accept on behalf of the Academy any contributions, gift, bequest or device for any purpose of the Academy.
Section 6. Fiscal Year
The fiscal year of the Academy shall be January 1 to December 31, inclusive.
Section 7. Annual Audit
The Executive Council shall authorize and oversee an annual audit of the Academy’s financial records, utilizing an independent CPA or accounting firm.
ARTICLE XII -- General Assembly
Section 1. Composition
Each Fellow and Life Fellow of the Academy shall be a member of the General Assembly.
Section 2. Authority
The Academy shall be governed by the General Assembly. The General Assembly has the authority to, without limitation:
a. Elect the officers and Directors-at-Large of the Executive Council
b. Act on membership status issues, not provided for elsewhere in these Bylaws
c. Approve all amendments to the Bylaws
d. Establish dues
e. Bring any matter before the Academy for action with an affirmative vote of one-third (1/3) of the eligible voters present and voting
Section 3. Officers
The officers who preside over meetings of the General Assembly are the Academy President and Secretary.
Section 4. Annual Meeting
The General Assembly will hold an Annual Meeting to conduct business. At the Annual Meeting of the General Assembly, the members shall consider reports from the Directors, Officers, and committees, and transact such other business as may come before the General Assembly. To the extent that it does not conflict with Robert’s Rules of Order, the priority of the business is determined by the President without debate. If, in case of emergency, the Annual Meeting is not held at the prescribed time, business which should have been conducted at the meeting shall be conducted promptly by mail or at a special meeting of the members.
Section 5. Scientific Session
A scientific session will be conducted in conjunction with the annual meeting of the General Assembly.
Section 6. Special Meetings
Special sessions of the General Assembly may be held at the call of the Executive Council, or upon written petition of one-third (1/3) of the eligible voting members of the General Assembly. Special meetings shall be held at such time and place as the Executive Council shall determine. Any business of the Academy may be considered and transacted at any special meeting, provided written notice has been given to the members as provided in Section 12.07.
Section 7. Notice of Membership Meetings
Written or printed notice stating the place, day, and hour of any meeting of members shall be sent by regular mail to each member of each class not less than thirty (30) days before the date of such membership meeting. Notice of meeting published in the newsletter or in separate communication of the Academy distributed within such time limits shall be valid notice to all members. In the case of a special membership meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. Notice of a meeting, whether published in the newsletter or in separate communication, shall be deemed to be delivered when deposited in the
Section 8. Quorum
At least one-third (1/3) of the eligible General Assembly of the Academy must be present at the annual Membership Meeting in order to transact business.
Section 9. Voting
Membership Meetings: Voting is conducted in accordance with standing rules adopted by the members in attendance.
Unless a larger proportion of affirmative votes is required by these Bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority present and voting at any duly constituted meeting of the General Assembly shall be sufficient to authorize any act by the General Assembly.
ARTICLE XIII -- Committees
Section 1. Standing Committees
The Academy has the following Standing Committees: Membership, Bylaws, Nominating, and Budget and Finance.
The members of the Nominating Committee are appointed pursuant to the Article on Nominations and Elections in these Bylaws.
The other standing committees and their chairs are appointed by the President with the approval of the Executive Council. All chairs must be voting members of the Academy. Committee members may be selected from any class of membership. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the interests of the Academy shall be served by the removal.
Duties of committees are specified and approved by the Executive Council in accordance with established policy.
Section 2. Special Committees
Other committees with limited authority may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee should be members of the Academy, and the President of the Academy shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the interests of the Academy shall be served by the removal.
ARTICLE XIV -- Indemnification and Insurance
Section 1. Indemnification
Agreement to Indemnify: Subject to conditions set forth herein, the Academy shall indemnify a member if the member is made a party, or is threatened to be made a party, to any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than action by or in the right of the Academy) by reason of the fact that such person is or was a director or officer of or acted as a volunteer for, the Academy, against judgments, fine, and amounts paid in settlement actually and reasonably incurred by such member in connection with such action, suit, or proceeding, if such member acted in good faith, was not grossly negligent, and did not engage in willful misconduct.
Defense by the Academy: The indemnification provided hereunder is conditioned on the assumption of the defense of the indemnified action, suit, or proceeding by the Academy. The member shall permit the Academy to select legal counsel and incur directly the cost of defense of any indemnified action, suit, or proceeding. The appearance on behalf of the member in any indemnified action, suit, or proceeding or a legal counsel not approved by the Academy shall immediately terminate this indemnification.
Approval of Settlement: The obligation of the Academy to pay any amounts in settlement of any indemnified action, suit, or proceeding, is conditioned on the Academy’s approval of such settlement payment. If settlement is offered by the other party to an indemnified action, suit, or proceeding and accepted by the member but rejected by the Academy, the obligation of the Academy to provide a defense and to pay any judgments or fines shall continue hereunder. If settlement is offered by the other party to the indemnified action, suit, or proceeding, and approved by the Academy but rejected by the member, the Academy’s indemnification obligations hereunder shall immediately terminate. The obligation of the Academy to pay defense costs and provide indemnification may be terminated, at the option of the Academy, if the member fails to provide reasonably requested cooperation in his or her defense.
Section 2. Insurance
The Academy may purchase insurance to protect the officers, directors, committee members and members, the staff and the
ARTICLE XV -- Dissolution and Liquidation
Upon dissolution of the Academy, the Executive Council shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation, in such manner, or to such organization or organizations established and operated exclusively for charitable, education, literary or scientific purposes, and shall at the same time qualify as an exempt organization under Section 501 (c) 3 or Section 501 (c) 6 of the Internal Revenue Code of 1954, (or the corresponding provision of any future United States Revenue Law), as the Executive Council shall determine.
ARTICLE XVI -- Seal
The Executive Council shall determine that the Academy shall have a seal to be in such form as the Executive Council shall approve or may determine that the Academy shall have no seal.
ARTICLE XVII -- Waiver of Notice
Whenever any notice is required to be given under the provisions of Illinois law or under the provision of the Articles of Incorporation of the Academy or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute a waiver or notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
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