Bylaws of the Association Forum of Chicagoland

As revised and adopted August 20, 2001

ARTICLE I—NAME AND LOCATION

Section 1. NAME: The name of this Society shall be the ASSOCIATION FORUM OF CHICAGOLAND ("the Forum").

Section 2. OFFICE: The principal office of the Forum shall be in the Chicago, Illinois area.  The Forum shall have such other offices as may from time to time be designated by the Board of Directors.

ARTICLE II—PURPOSES AND DEFINITIONS

Section 1. PURPOSES: The purposes of the Forum shall be to advance mutually through the interchange of ideas and fellowship the efficiency of its members, and thus to promote the interests of associations and societies and other voluntary member or donor-based organizations, and the advancement of professional association management.

Section 2. DEFINITION: The term "association" as used in these bylaws shall include such voluntary member or donor-based organizations as are established to perform on an international, national, regional, state or local basis an industrial, trade, professional, technical, educational, philanthropic or service function for the purpose of promoting and protecting the interests of the industry, trade, professional, technical, educational, philanthropic or service group represented by such voluntary organizations and all other not-for-profit organizations.  The requirement that the organization be voluntary shall not exclude representatives of such organizations as an integrated state bar association or other professional society with a licensing function; however, it is not intended to include such organizations that have as their primary function cooperative buying or selling or serve primarily as political or labor organizations.

ARTICLE III—MEMBERSHIP

Section 1. CLASSES: Membership in the Forum shall consist of the following classes: chief executive officer, management, affiliate, supplier partner, honorary, life, alumni and student.

Section 2. REGULAR MEMBERSHIP: Regular membership in the Forum shall be composed of full-time staff personnel engaged in  association management and to individuals who devote fifty percent(50%) or more of their paid working time to association management duties, and whose principal offices are located within a one hundred (100) mile radius of the legal boundaries of the City of Chicago, and those beyond that radius who so elect.  Regular membership shall consist of (collectively "Regular Members"):

       2.1 Chief Executive Officer Membership is available to individuals who serve as the chief executive officer, chief administrative officer of account executive of a voluntary member or donor-based organization, whether employed directly by the organization or management company providing full management services.

       2.2  Association Professional Membership is available to individuals who serve in a management or supervisory capacity of a voluntary member or donor-based organization, where employed directly by the organization or management company providing full management services.

Section 3. OTHER MEMBERSHIPS: The following membership classes shall have no vote nor be eligible to hold office in the Forum, except as is otherwise provided in these bylaws:

       3.1 Non-Resident Association Professional Membership is available to individuals who reside outside a 100-mile radius of the Chicagoland area and who serve in a management or supervisory capacity of a voluntary member or donor-based organization, whether employed directly by the organization or management company providing full management services.

       3.2 Affiliate Membership is available to individuals who have a bona fide interest in association management but who are not eligible for membership in other classifications, or for individuals who are members of education and government institutions and devote less than fifty percent (50%) of their paid working time to association management duties. Membership in this category is subject to approval of the Board of Directors.

       3.3 Supplier Partner Membership is available to individuals who represent businesses that provide or sell products or services to Regular Members of the Forum and whose interests are allied with the missions of voluntary member or donor-based organizations.

       3.4 Honorary Membership may be granted by the Board of Directors to individuals who are not otherwise eligible for membership in the Forum, but who have made outstanding contributions to the growth and advancement of the association management profession.

       3.5 Life Membership may be granted by the Board of Directors to individuals who have been members of the Forum for at least fifteen (15) consecutive years, and who have retired from association management. All past presidents of the Forum shall automatically become Life Members upon their retirement from association management.

       3.6 Alumni Membership may be granted by the Board of Directors to individuals who have been members of the Forum for at least ten (10) consecutive years and who have retired and would not otherwise be eligible for continuing membership in the Forum because of such retirement.

       3.7 Student Membership is available to any full-time student at an accredited college or university who is not employed full time by a voluntary member or donor-based organization.

Section 4. APPLICATION FOR MEMBERSHIP: All membership applicants  shall complete and return to the Forum such forms as provided by the Forum. The applicant shall by such application subscribe to those ethical principles as adopted by the Board of Directors from time to time.

Section 5. ADMISSION OF MEMBERS: Admission of applicants for membership shall be in accordance with such policies as may be determined by the Board of Directors.

Section 6. RIGHTS AND DUTIES OF MEMBERSHIP: In addition to such rights, responsibilities and limitations as set forth in the Articles of Incorporation and these bylaws, the Board of Directors may determine respective such other rights and duties of membership in the Forum.

Section 7. INELIGIBILITY: In the event that a member is no longer eligible for membership, such individual shall nevertheless be allowed to continue until the end of the Forum's fiscal year as a member in good standing.  Thereafter, such individual shall be denied membership unless such individual demonstrates eligibility for membership.  It shall be the duty of each member to notify the Forum of any change in the member's eligibility.

Section 8. DURATION OF MEMBERSHIP AND RESIGNATION: Membership in the Forum may terminate by voluntary withdrawal, or as otherwise provided in these bylaws.  All rights, privileges, and interests of a member in or to the Forum shall cease on membership termination.  Any member may resign, by giving written notice. Any member resigning from membership shall be liable for payment of dues for the current year, unless such resignation is received within thirty days following the annual billing of dues.

Section 9. SUSPENSION AND TERMINATION: Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination shall be violation of these bylaws or any rule, policy, code of conduct or practice adopted by the Forum, or any other conduct prejudicial to the interests of the Forum. Suspension or termination shall be by two-thirds vote of the Board of Directors, provided that a statement of the charges was mailed by certified or registered mail to the last recorded address of the member or otherwise delivered to such address in person as permitted by law at least fifteen (15) days before final action is to be taken.  This statement shall include a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered.  The member shall have the opportunity to appear in person, and/or be represented by legal counsel, and/or to submit a written response in defense to such charges before action is taken by the Board of Directors.

Section 10. TRANSFER OF MEMBERSHIP: The Board of Directors may adopt policies to allow the transfer of membership from one individual to another.

ARTICLE IV—DUES

Section 1. AMOUNT: The annual dues for each class of members  Society shall be determined by the Board of Directors.

Section 2. NON-PAYMENT OF DUES: Members who fail to pay their dues within thirty (30) days from the due date shall be so notified and if payment is not made within the succeeding thirty (30) days, shall, without further notice and without hearing, be terminated from membership, thereby forfeiting all rights and privileges of membership; provided that the Board of Directors may prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.

Section 3. REFUNDS: No dues or fees shall be refunded to any person whose membership terminates for any reason after the passage of the first sixty (60) days of the fiscal year.

ARTICLE V—MEETINGS OF MEMBERS AND VOTING

Section 1. ANNUAL MEETING: The Annual Meeting of the Forum shall be held at such place and time as determined by the Board of Directors.

Section 2. REGULAR MEETINGS: There shall be such other regular meetings, if any, as determined by the Board of Directors.

Section 3. SPECIAL MEETINGS: Special meetings of the Forum may be called by the Board of Directors at any time; or shall be called by the Chairman, at a time and place determined by the Chairman, upon receipt of a written request setting forth the purpose and items to be considered at the meeting of at least fifty (50) Regular Members, within thirty (30) days after filing of such request with the Chairman.  The business to be transacted at any special meeting shall be stated in its notice, and no other business shall be considered at that meeting.

Section 4. NOTICE OF MEETINGS: Written notice of any meeting of the Forum shall be sent to the last known address of each member not less than ten (10) or more than forty (40) days before the date of the meeting.  Such notice may be given in any official publication of the Forum.

Section 5. VOTING: At all meetings of the Forum each member with a right to vote shall have one (1) vote. Unless otherwise specifically provided by these bylaws, a majority vote of those members with a right to vote, present and voting either in person or by proxy, shall govern.

Section 6. QUORUM OF MEMBERS: At a meeting of members eligible to vote, a quorum shall consist of not less than ten (10) percent of members entitled to vote who are present in person or by proxy.

Section 7. RULES OF ORDER: The meetings and proceedings of this Society shall be regulated and controlled by Robert's Rules of Order (most recent edition) for parliamentary procedure, except as may be otherwise provided by these bylaws or by law.

ARTICLE VI—BOARD OF DIRECTORS

Section 1. AUTHORITY: The Board of Directors shall have supervision, control and direction of the affairs of the Forum, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes and shall have direction in the disbursement of its funds. It may adopt such regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2. COMPOSITION: The Board of Directors shall be comprised of the Chairman, Chairman-Elect, Secretary-Treasurer, immediate Past Chairman, six (6) additional Regular Members and two (2) Supplier Partner Members who shall be elected in accordance with these bylaws and policies as adopted by the Board of Directors. The President/Chief Executive Officer shall be an ex-officio member of the Board of Directors, but without vote.

Section 3. VACANCIES AND REMOVAL: 
  3.1 Vacancies —Vacancies in any elected office or directorship may be filled for the unexpired term by the Board of Directors at any regular or special meeting; provided, however, that in the event of a vacancy in the office of Chairman, the Chairman-Elect shall become the Chairman and shall complete the remaining unexpired term and shall also serve as Chairman for the next immediate term.  In the event of a vacancy in the office of Chairman-Elect, the Board of Directors may fill the vacancy for the remainder of the unexpired term; provided, however, that such person shall not automatically become Chairman, except to serve the unexpired term of Chairman, and then may become Chairman only as determined by the Board of Directors.

       3.2 Removal —The Board of Directors, in its discretion, by a two-thirds vote of its members then in office may recommend removal of any elected officer or director for cause deemed appropriate by the Board of Directors.  Except for  Member Supplier Partner Directors, removal shall occur upon a two-thirds (2/3) vote of the regular membership present in person or by proxy at a regular or special meeting. Removal of a Supplier Partner  Member Director shall occur upon a two-thirds (2/3) vote of the associate membership present in person or by proxy at a regular or special meeting.

Section 4. MANNER OF ELECTION AND TERM: Officers and directors shall be elected as is set forth in these bylaws and shall take office on April 1 of the year in which they are elected.  Terms shall run from April 1 to March 31. Two (2) directors from the regular membership shall be elected each year for a term of three (3) years or until their successors have been elected and qualified.  One (1) director from the supplier partner membership shall be elected each year for a term of two (2) years or until a successor has been elected and qualified.  Officers shall be elected for a term of one (1) year or until their successors have been elected and qualified.

Section 5. RE-ELECTION: No member of the Board of Directors elected from the regular membership who has served one complete three-year term or a supplier partner  member elected from the supplier partner membership who has served one complete two-year term shall be eligible for re-election to the Board of Directors until at least one (1) year shall have elapsed.

Section 6. NOMINATION AND ELECTION: The Nominating Committee, acting in accordance with these bylaws, shall present to the membership at least sixty (60) days before the April 1 officer and director term commencement date each year, one nomination for each seat on the Board of Directors which is vacant or is about to expire and one nomination for the offices of Chairman-Elect and Secretary-Treasurer. No member of the Nominating Committee is eligible to be nominated for any position.

At least thirty (30) days shall be allowed for nomination from the membership.  Any member nominated by petition of ten percent (10%) of the voting membership or ten percent (10%) of the supplier partner membership relative to a nominee to serve as a director selected from the supplier partner membership shall be placed on the ballot.  The ballot shall state those nominated by the Nominating Committee and those nominated by petition.  The Nominating Committee shall conduct an election by electronic and/or mail ballot in which each Regular Member shall have one vote for each officer position and each director position to be elected from the regular membership.  Each Supplier Partner Member shall have one vote for each director position to be elected from the Supplier Partner Membership.  Candidates receiving the highest number of votes for each office shall be declared elected.  If, however, no nominations are made by petition, the Secretary-Treasurer shall cast a single ballot for the candidates of the Nominating Committee. The results of the election shall be announced no later than the next Annual Meeting following the election.

Section 7. QUORUM OF THE BOARD: At any meeting of the Board of Directors, not less than five (5) members of the Board shall constitute a quorum for the transaction of any business of the Forum and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present, unless a higher vote is required by these bylaws or by law.

Section 8. MEETINGS OF THE BOARD: A regular meeting of the Board of Directors shall be held no less than four (4) times during each year after the Annual Meeting of the membership ("administrative year") at such time and at such place as the Board may prescribe.

Section 9. ABSENCE: Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year shall be considered to have submitted his or her resignation from the Board, subject to its formal acceptance by the Board at its next meeting after the second absence.

Section 10. COMPENSATION: Elected officers and directors shall not receive any compensation for their service, however, they may be reimbursed for out of pocket expenses.

Section 11. INFORMAL ACTION BY DIRECTORS: Informal action taken by the Board of Directors, consistent with the requirements of Illinois law shall constitute a valid action of the Board.

ARTICLE VII—OFFICERS

Section 1. Chairman: The Chairman shall serve as Chairman of the Board of Directors.  The Chairman shall also serve as a member, ex-officio, on all committees except the Nominating Committee. The Chairman shall make all required appointments of standing and special committees and trustees with the approval of the Board of Directors. The Chairman shall perform such other duties as are necessarily incident to the office of president or as may be prescribed by the Board of Directors.

Section 2. Chairman-ELECT: The duties of the Chairman-Elect shall be designated by the Board of Directors. The Chairman-Elect shall perform the duties of the Chairman in the event of the Chairman's inability or refusal to serve. The Chairman-Elect when so acting shall have the powers of and be subject to all the restrictions placed upon the Chairman. Upon the completion of the term of the then Chairman, the Chairman-Elect shall automatically assume the office of Chairman.

Section 3. SECRETARY-TREASURER: The Secretary-Treasurer shall keep an account of all monies received and expended for the use of the Forum, and shall make disbursements authorized by the Board of Directors within the approved budget. All sums received shall be deposited in a bank or trust company approved by the Board of Directors, and the Secretary-Treasurer shall make a report at the Annual Meeting or when called upon by the Chairman. The funds, books and vouchers in the Secretary-Treasurer's hands, with the exception of confidential reports submitted by members, shall at all times be subject to verification and inspection by the members. The Secretary-Treasurer shall perform such other duties as are usual for such office and as may be specified by the Board of Directors. The duties of the Secretary-Treasurer may be assigned, in whole or in part, to the Forum's President/Chief Executive Officer, except that those responsibilities placed by statutory law on a Secretary of an Illinois not-for-profit corporation may not be assigned to the President/Chief Executive Officer.

Section 4. President/Chief Executive Officer: The Board shall employ a salaried staff head who shall have such title as the Board of Directors may designate and whose term and conditions of employment shall be specified by the Board. The President/Chief Executive Officer shall be the chief executive officer of the Forum and be responsible for all management functions. The President/Chief Executive Officer shall manage and direct all activities of the Forum as prescribed by the Board of Directors and shall be responsible to the Board. The President/Chief Executive Officer shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Forum and fix their compensation within the approved budget. The President/Chief Executive Officer shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall, in the President/Chief Executive Officer's best judgment, be in the best interest of the Forum.

Section 5. QUALIFICATIONS FOR OFFICE: Any Regular Member in good standing shall be eligible for nomination and election to any elective office of this Society.

Section 6. TERM OF OFFICE: Each officer elected pursuant to these bylaws shall take office at the conclusion of the Annual Meeting, and shall serve for a term of one (1) year or until a successor is duly elected and qualified. Each elected officer shall serve concurrently as a member of the Board of Directors.

ARTICLE VIII—SPECIAL AND STANDING COMMITTEES

Section 1. NOMINATING COMMITTEE: The Chairman shall appoint a Nominating Committee which shall consist of five (5) Regular Members not holding office, of whom not less than two (2) shall be Past Chairmen of the Forum, and at least two (2) Supplier Partner Members who shall act only on the issue of the candidates for the  Supplier Partner Member Director positions on the Board of Directors, or as otherwise provided by the Board of Directors.  The Nominating Committee shall invite suggestions from the membership for those offices and directorships which are vacant or about to expire. The Nominating Committee shall then nominate candidates for the required offices and directorships of the Forum as provided in these bylaws and report such nominations to the membership as required by these bylaws.

Section 2. SPECIAL COMMITTEES: The Chairman, with the approval of the Board of Directors, shall appoint such other committees, sub-committees or task forces as are necessary and which are not in conflict with other provisions of these bylaws, and the duties of any such committees shall be prescribed by the Board of Directors upon their appointment.

ARTICLE IX—EXECUTIVE COMMITTEE

Section 1. AUTHORITY AND RESPONSIBILITY: The Executive Committee may act in the place and stead of the Board of Directors between board meetings on all matters, except those specifically reserved to the Board by law or these bylaws, pursuant to a delegation of authority to the Executive Committee by the Board of  Directors. Actions of the Executive Committee shall be ratified at the next Board meeting.

Section 2. COMPOSITION: The Executive Committee shall be the Chairman, Chairman-Elect, Secretary-Treasurer, and Immediate Past Chairman. The President/Chief Executive Officer shall also be an ex-officio member, but without vote.

Section 3. QUORUM—CALL OF MEETINGS: A majority of the voting members of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The Chairman shall call such meetings of the Executive Committee as the business of the Forum may require, or a meeting shall be called by the President/Chief Executive Officer on request of two (2) voting members of the Executive Committee.

ARTICLE X—MISCELLANEOUS

Section 1. FISCAL YEAR: The fiscal year shall commence on the first day of April and shall end on the 31st day of March.

Section 2. SEAL: The Forum shall have a seal of such design as the Board of Directors may adopt.

Section 3. DISSOLUTION: The Forum shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of its funds shall inure or be distributed to members of the Forum. On dissolution of the Forum, any funds remaining shall be distributed to one (1) or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Section 4. INDEMNIFICATION: The Forum shall have the power and authority to indemnify and hold harmless to the full extent permitted by law any person who is or was a director, officer, employee or agent of the Forum or who is or was serving at the request of the Forum as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.  In addition, the Forum may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Forum or who is or was serving at the request of the Forum as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, regardless of whether the Forum would have the power to indemnify him or her against such liability.
 

ARTICLE XI—AMENDMENTS

These bylaws may be amended or repealed by a two-thirds vote of the Regular Members submitting electronic or mail ballots, subject to at least ten percent (10%) of the Regular Members submitting ballots and such other terms and conditions as may be established from time to time by the Board of Directors.  The nature of such proposed changes shall be sent to the members not less than ten (10) days before the tallying of ballots commences.  Amendments may be proposed by the Board of Directors on its own initiative or upon petition of twenty-five (25) Regular Members addressed to the Board.  All such proposed amendments shall be presented by the Board to the membership with or without recommendation.