Bylaws of Association Forum

If you’re a member, be sure to read our bylaws. Bylaws are the heart of our association governance and structure. Click on the links below to navigate to a specific article:

Article I. Name and Purposes

Article II. Membership
Article III. Membership Meetings
Article IV. Dues and Assessments
Article V. Board of Directors
Article VI. Officers
Article VII. President & Chief Executive Officer
Article VIII. Committees
Article IX. Electronic Meetings
Article X. Use of Electronic Communication
Article XI. Finance
Article XII. Indemnification
Article XIII. Waiver of Notice
Article XIV. Amendments
Article XV. Dissolution

As revised and adopted July 16, 2012.

ARTICLE I

NAME AND PURPOSES

Section 1. Name.
The name of this corporation shall be the Association Forum (hereinafter referred to as the "Forum"), an Illinois not-for-profit corporation.

Section 2. Purpose.
The purpose of the Forum is to advance the professional practice of association management.

Section 3. Offices. The Forum shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with that registered office and may have such other offices, within or without the State of Illinois, as the Board of Directors may determine.


ARTICLE II

MEMBERSHIP

Section 1. Membership Qualifications. Membership may be granted to any individual that: (i) meets the criteria set forth below for membership in the Forum; (ii) shares interest in and supports the purposes of the Forum; (iii) abides by these Bylaws and such other policies, rules, and regulations as the Forum may adopt; and (iv) meets such additional criteria for each category of membership in the Forum as the Board of Directors may establish.

Section 2. Definition of Association. The term "Association" as used in these Bylaws means any voluntary member or donor-based international, national, regional, state or local organization established to perform an industrial, trade, professional, technical, educational, philanthropic or service function for the purpose of promoting and protecting the interests represented by such voluntary organizations. The requirement that the organization be voluntary shall not prevent representatives of organizations such as integrated state bar associations or other professional societies with a licensing function from being eligible for membership in the Forum; however, it is not intended to include such organizations that have as their primary function cooperative buying or selling, or political or labor organizations.

Section 3. Membership Categories.
The membership of the Forum shall be composed of the following categories:

a. Regular Members. Regular membership may be granted to any individual who (i) is employed full-time in the field of Association management; or (ii) devotes a majority of their paid working time to Association management duties. There shall be two (2) types of Regular members (collectively, "Regular Members"):

1. CEO Members.
CEO membership may be granted to any individual who serves as the (i) chief executive officer, chief administrative officer or account executive of an Association; or (ii) head of a major section or division of an Association (whether employed directly by the Association or an Association management company).

2. Association Professional Members.
Association Professional membership may be granted to any individual who performs management or supervisory functions for an Association (whether employed directly by the Association or an Association management company).

b. Non-Resident Members. Non-Resident membership may be granted to any individual residing outside of a 100-mile radius of the Chicagoland area who is (i) employed full-time in the field of Association management; or (ii) devotes a majority of their paid working time to Association management duties. There shall be two (2) types of Non-Resident Members (collectively, "Non-Resident Members"):

1. Non-Resident CEO Members. Non-Resident CEO membership may be granted to any individual who serves as the (i) chief executive officer, chief administrative officer or account executive of an Association; or (ii) head of a major section or division of an Association (whether employed directly by the Association or an Association management company).

2. Non-Resident Association Professional Members.
Non-Resident Association Professional membership may be granted to any individual who performs management or supervisory functions for an Association (whether employed directly by the Association or an Association management company).

c. Consultant Members.
Consultant membership is available to individuals whose primary service to Association Forum members involves the sale of intellectual property or expert advice to associations or other member organizations, and who are not full-time association executives.

d. Supplier Partner Members. Supplier Partner membership may be granted to any individual who provides products and/or services to an Association and does not qualify for Consultant Membership.

e. Honorary Members. Honorary membership may be granted by the Board of Directors to any individual who (i) has made outstanding contributions to the growth and advancement of the Association management profession; (ii) is not otherwise eligible for membership in the Forum; and (iii) meets such other criteria as determined by the Board of Directors from time to time.

f. Life Members.
Life membership may be granted by the Board of Directors to any individual who (i) has been a member of the Forum for a minimum of fifteen (15) consecutive years; (ii) has been retired from the Association management profession; (iii) is not employed in any capacity (including as a consultant); and (iv) meets such other criteria as determined by the Board of Directors from time to time.

g. Student Members.
Student membership may be granted to any full-time student who is (i) enrolled in an accredited college or university with an interest in the Association management profession; and (ii) not employed full-time by an Association or Association management company.

Section 4. Application.
The Board of Directors, or its designee(s), shall adopt procedures to facilitate the consideration of applicants for membership in the Forum. The Board of Directors, or its designee(s), shall determine, based on the criteria set forth in these Bylaws and such other guidelines as the Board of Directors may prescribe, whether individual applicants meet the qualifications necessary for membership in the Forum. All such qualified applicants shall become members upon notice from the Forum.

Section 5. Rights and Duties.
All members shall be entitled to serve on committees and to attend the education and social functions of the Forum, but only Regular and Supplier Partner Members (also referred to herein as "voting members") may vote, serve as members of the Board of Directors or hold office, except as otherwise set forth in these Bylaws. Notwithstanding the foregoing, the voting members shall not have the right to vote on the amendment of the Forum's Articles of Incorporation or the amendment of its Bylaws. Each voting member shall have one (1) vote on matters submitted to a vote of the membership.

Section 6. Resignation. Members may resign from the Forum at any time by giving written notice to the Forum. Any member resigning from the Forum shall be responsible for all billed and unbilled dues and assessments related to the then current full fiscal year of the Forum.

Section 7. Ineligibility.
In the event that a member ceases to be eligible for membership in the Forum, he or she must immediately notify the Forum. Such individuals may complete the remainder of their current paid membership term; however, they may not renew their membership in the Forum until such time as they are eligible for membership.

Section 8. Termination of Membership.
Membership in the Forum may be terminated or suspended for cause. Sufficient cause for such termination or suspension of membership shall be a violation of these Bylaws or any policies, rules, or regulations of the Forum. Termination or suspension shall be by majority vote of the Board of Directors; provided, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel in accordance with procedures adopted by the Board of Directors. In addition, the membership of any member who becomes ineligible for membership or who shall be in default in the payment of any dues or assessments shall be terminated automatically. In special circumstances such termination may be delayed by the Board of Directors.

ARTICLE III

MEMBERSHIP MEETINGS

Section 1. Annual Meeting.
An annual meeting of the voting members of the Forum shall be held at such time and place as shall be determined by the Board of Directors.

Section 2. Special Meetings. Special meetings of the voting members of the Forum may be called at the request of the Chair or at the written request of two-thirds (2/3) of the Forum's voting members. The time and place for holding special meetings shall be determined by the Board of Directors.

Section 3. Notice. Notice of any annual or special meeting of the voting members shall state the time, date, place, and purpose of the meeting, and shall be delivered not more than sixty (60) and not less than five (5) days prior to the date of such meeting, unless otherwise required by applicable law.

Section 4. Quorum. Ten percent (10%) of the voting members of the Forum present (either in person or by proxy) at any duly called meeting of the voting members shall constitute a quorum for the transaction of business, provided that if less than a quorum is present, a majority of the voting members present may adjourn the meeting to another time without further notice.

Section 5. Manner of Acting.
The act of a majority or more of the voting members present (either in person or by proxy) at a duly called meeting of the voting members at which a quorum is present (either in person or by proxy) shall be the act of the members for all matters voted upon by the voting members, unless the act of a greater number is required by these Bylaws or the Articles of Incorporation.

 

ARTICLE IV

DUES AND ASSESSMENTS

The initial and annual dues for each category of membership shall be determined by the Board of Directors. The time for paying such dues and other assessments, if any, shall be determined by the Board of Directors. Under special circumstances, the Board of Directors, or its designee(s), may waive the annual dues and/or assessments for any member.

 

ARTICLE V

BOARD OF DIRECTORS

Section 1. Authority and Responsibility. The affairs of the Forum shall be managed by the Board of Directors, which shall have supervision, control, and direction of the Forum, shall determine its policies or changes therein within the limits of these Bylaws, shall actively promote its purposes, and shall have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and 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 composed of thirteen (13) voting members as follows: the Chair, Chair-Elect, Secretary-Treasurer, Immediate Past Chair, six (6) additional Regular Members (collectively, "Regular Member Directors"), and three (3) Supplier Partner Members (collectively, "Supplier Partner Directors"). In addition, the President & Chief Executive Officer shall be an ex-officio, non-voting member of the Board.

Section 3. Qualifications.
Only Regular Members and Supplier Partner Members shall be eligible to serve on the Board of Directors.

Section 4. Term. Officers shall serve a one (1) year term in office, or until such time as their successors are duly elected, qualified, and assume their position. Directors shall serve a three (3) year term in office, or until such time as their successors are duly elected, qualified, and assume their position. In order to provide for a staggered term, two (2) Regular Member Directors and one (1) Supplier Partner Director shall be elected each year. Officers and Directors shall take office on April 1 of the year in which they are elected. Terms shall run from April 1 to March 31, or until such time as successors are duly elected, qualified, and assume their position. Regular Member and Supplier Partner Directors completing a full term in office shall not be eligible for re-election to the Board until at least one (1) year shall have elapsed. Notwithstanding the foregoing, Regular Member Directors completing a full term in office shall be eligible for election as an Officer of the Forum and may serve on the Board in such capacity.

Section 5. Manner of Election.

a. Nominating Committee Recommended Slate.
At least sixty (60) days prior to April 1 of each year, the Nominating Committee shall recommend a slate of qualified candidates to the Board of Directors to fill each seat on the Board of Directors that is either vacant or set to expire. Members of the Nominating Committee are ineligible to stand for election to any office.

b. Publication of Slate. The Nominating Committee's recommended slate shall be announced to all members.

c. Additional Nominations and Election.
The voting members shall have fifteen (15) days from the date the Nominating Committee's slate is announced to submit additional nominations to the Secretary. Such additional nominations must be supported by a written petition signed by at least ten percent (10%) of the Forum's voting members. If there are nominees by petition, the Board of Directors shall submit a ballot to the members at least forty-five (45) days prior to the next Annual Meeting of voting members identifying those candidates nominated by the Nominating Committee and those nominated by petition. The results of such election shall be announced no later than the next Annual Meeting of voting members following the election.

d. Uncontested Election.
If there are no additional nominations, the Board of Directors annually shall elect such slate, and shall announce the results of such election no later than the next Annual Meeting of voting members following the election.

Section 6. Regular Meetings.
The Board of Directors may take action to set the time, date, and place for the holding of a regular annual meeting of the Board of Directors and additional regular meetings of the Board of Directors without other notice than such action.

Section 7. Special Meetings.
Special meetings of the Board of Directors may be called by, or at the request of, the Chair or upon a written request to the Secretary-Treasurer of four (4) members of the Board of Directors. Notice of any special meeting of the Board of Directors shall state the time, date, and place of the meeting and shall be delivered at least five (5) days prior to the date of such meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called and convened.

Section 8. Meeting by Conference Call. Any action to be taken at a meeting of the Board of Directors or any committee thereof may be taken through the 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 a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of any meeting to be held by conference call (whether regular or special) may be delivered a minimum of twenty-four (24) hours prior to the meeting.

Section 9. Quorum.
A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors; provided that when less than a quorum is present at said meeting, a majority of the Board of Directors members present may adjourn the meeting to another time without further notice.

Section 10. Manner of Acting. The act of a majority of Board members present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 11. Action by Written Consent. Any action requiring a vote of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is approved by all of the members of the Board of Directors entitled to vote with respect to the subject matter thereof.

Section 12. Resignation and Removal.
Any member of the Board of Directors may resign at any time by giving written notice to the Secretary-Treasurer. In addition, any member of the Board of Directors may be removed by the body who elected such Director in accordance with the Illinois General Not For Profit Corporation Act of 1986, as amended, whenever, in its judgment, the best interests of the Forum would be served by such removal.

Section 13. Compensation.
Directors shall not receive any remuneration for their services as Directors; however, the Board of Directors, by the affirmative vote of the majority of the Directors then in office, may authorize the reimbursement of reasonable expenses for attendance at each regular or special meeting of the Board of Directors. Nothing contained herein shall be construed to preclude any Director from serving the Forum in any other capacity and receiving reasonable compensation therefor.

Section 14. Vacancies. Vacancies in any Director position shall be filled by the Board of Directors.

 

ARTICLE VI

OFFICERS

Section 1. Officers.
The officers of the Forum shall be a Chair, Chair-Elect, Secretary-Treasurer, Immediate Past Chair and such other officers as may be elected or appointed in accordance with the provisions of this Article (collectively, the "Officers"). The Board of Directors may elect or appoint such other officers as it shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Board of Directors. Such Officers shall have the authority to perform the duties set forth below and as prescribed by the Board of Directors. No two (2) offices may be held simultaneously by the same person.

Section 2. Election/Qualifications.
At least sixty (60) days prior to April 1 of each year, the Nominating Committee shall recommend a qualified candidate to the Board of Directors for election as Secretary-Treasurer. The Board of Directors may either accept or reject such candidate, as it deems necessary or prudent, in its sole discretion. The Board of Directors annually shall elect the Secretary-Treasurer, and shall announce the results of such election no later than the next Annual Meeting of voting members following the election. Only Regular Members who have previously served on the Board of Directors shall be eligible to serve as Officers.

Section 3. Term. The Officers shall serve a one (1) year term in office, and may not serve consecutive terms in such offices. The Secretary-Treasurer automatically shall succeed to the office of Chair-Elect at the close of the annual meeting following the conclusion of his or her term in office. The Chair-Elect automatically shall succeed to the office of Chair at the close of the annual meeting following the conclusion of his or her term in office. The Chair automatically shall succeed to the office of Immediate Past Chair at the close of the annual meeting following the conclusion of his or her term in office.

Section 4. Chair.
The Chair shall be the principal elected officer of the Forum and shall, in general, supervise all of the business affairs of the Forum, subject to the direction and control of the Board of Directors. The Chair shall be a member of all committees, except as otherwise provided by these Bylaws. The Chair shall, in general, perform all duties customarily incident to the office of Chair and such other duties as may be prescribed by the Board of Directors. The Chair shall succeed to the office of Immediate Past Chair upon expiration of the Immediate Past Chair's term of office.

Section 5. Chair-Elect.
The Chair-Elect shall assist the Chair and shall substitute for the Chair when required. The Chair-Elect shall be a member of all committees, except as otherwise provided by these Bylaws. The Chair-Elect shall, in general, perform all duties customarily incident to the office of Chair-Elect and such other duties as may be prescribed by the Board of Directors. The Chair-Elect shall succeed to the office of Chair upon expiration of the Chair¡¯s term of office, and in the event of the death, resignation, removal, or incapacity of the Chair.

Section 6. Secretary-Treasurer.
The Secretary-Treasurer shall serve as both the secretary and treasurer of the Forum. As such, the Secretary-Treasurer shall keep minutes of the meetings of the Board of Directors in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation and these Bylaws; shall be custodian of the corporate records. The Secretary-Treasurer also shall be the principal accounting and financial officer of the Forum and shall have charge of and be responsible for the maintenance of adequate books of account for the Forum; shall have charge and custody of all funds and securities of the Forum, and be responsible therefore, and for the receipt and disbursement thereof; shall deposit all funds and securities of the Forum in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws, and in general, shall perform all duties customarily incident to the office of secretary and/or treasurer and such other duties as may be assigned from time to time by the Chair or the Board of Directors. The duties of the Secretary-Treasurer may be assigned by the Board of Directors in whole or in part to the President & Chief Executive Officer, or his or her designee(s). The Secretary-Treasurer shall succeed to the office of Chair-Elect upon expiration of the Chair-Elect's term of office, and in the event of the death, resignation, removal, or incapacity of the Chair-Elect.

Section 7. Immediate Past Chair.
The Immediate Past Chair shall have such duties as from time to time may be assigned by the Chair or the Board of Directors.

Section 8. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Forum would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 9. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.



ARTICLE VII

PRESIDENT & CHIEF EXECUTIVE OFFICER

The administrative and day-to-day operation of the Forum shall be the responsibility of a salaried staff head or firm employed or appointed by, and responsible to, the Board of Directors. The salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall have the title of "President & Chief Executive Officer." The President & Chief Executive Officer shall have the authority to manage the Forum under the direction of the Board of Directors, including the authority to execute contracts on behalf of the Forum according to policies and procedures approved by the Board of Directors. The President & Chief Executive Officer shall have responsibility for the Forum's staff, including the ability to employ and terminate the employment of members of the staff. The President & Chief Executive Officer shall have such other duties as may be specified by the Board of Directors. The President & Chief Executive shall be an ex officio, non-voting member of the Board of Directors and Executive Committee, and may attend and participate in all meetings of the Forum's Committees except as otherwise provided by these Bylaws.


ARTICLE VIII

COMMITTEES

Section 1. Standing Committees of the Board of Directors.

a. Executive Committee. The Executive Committee of the Forum shall consist of the Chair, Chair-Elect, Secretary-Treasurer and Immediate Past Chair. In addition, the President & Chief Executive Officer shall be an ex-officio, non-voting member of the Executive Committee. The Chair shall serve as the chair of the Executive Committee.

1. Authority. The Executive Committee shall have the authority to perform the business and functions of the Forum between meetings of the Board of Directors, except as otherwise set forth in these Bylaws or the Illinois General Not For Profit Corporation Act of 1986, as may be amended, and shall report to the Board of Directors any action taken. The delegation of authority to the Executive Committee shall not operate to relieve the Board of Directors or any individual officer or member of the Board of Directors of any responsibility imposed by law.

2. Meetings and Voting.
The Executive Committee shall meet in person or by conference call upon the request of the Chair or two (2) members of the Executive Committee. Each member shall have one (1) vote. Three (3) voting members of the Executive Committee shall constitute a quorum for the transaction of business at any duly called meeting of the Executive Committee; provided when less than a quorum is present at said meeting, a majority of the members present may adjourn the meeting without further notice. The act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the Executive Committee.

3. Action by Written Consent. Any action requiring a vote of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the members of the Executive Committee entitled to vote with respect to the subject matter thereof.

b. Nominating Committee.

1. Composition. The Nominating Committee shall consist of five (5) Regular Members, and two (2) Supplier Partner Members. Members of the Nominating Committee are not eligible to stand for election to the Board or as an Officer during their term on the Nominating Committee.

2. Appointment and Term
. The Chair, with the approval of the Board of Directors, annually shall appoint the Chair and members of the Nominating Committee. Each Nominating Committee member shall serve a one-year term in office. Nominating Committee members may not serve more than two (2) consecutive terms in office.

3. Duties.
The Nominating Committee shall solicit the Forum's members for nominations for those offices and directorships which are vacant or about to expire. The Nominating Committee shall submit to the Board of Directors a list of qualified candidates to succeed those Directors and Officers whose terms are set to expire.

c. Other Standing Committees. Other standing committees may be established by the Board of Directors to support the purposes of the Forum. The action establishing standing committees shall set forth the committee's purpose and composition, and required qualifications for membership on the committee. A majority of all members of committees having the authority of the Board of Directors must be members of the Board of Directors.

d. Quorum and Manner of Acting.
At all meetings of any standing committee, a majority of the members thereof shall constitute a quorum for the transaction of business unless otherwise set forth herein. A majority vote by committee members present and voting at a meeting at which a quorum is present shall be required for any action.

e. Committee Vacancies.
Except as otherwise provided herein, vacancies in the membership of a standing committee shall be filled by appointments made in the same manner as the original appointments to that committee.

f. Policies and Procedures. The Board of Directors shall develop and approve policies and procedures for the operation of all standing committees. All standing committees shall report to the Board of Directors.

Section 2. Advisory/Ad Hoc Committees and Task Forces. The Board of Directors may appoint such advisory or ad hoc committees or task forces as are necessary or appropriate to support the purposes of the Forum. All such committees and task forces shall terminate after one (1) year from the date of their creation, unless renewed by the Board of Directors. Ad hoc committees and task forces may be established for longer periods with the approval of the Board of Directors. The action establishing such a committee or task force shall set forth the committee's or task force's purpose and composition.

a. Quorum and Manner of Acting. At all meetings of any advisory or ad hoc committee or task force, a majority of the members thereof shall constitute a quorum for the transaction of business. A majority vote by committee or task force members present and voting at a meeting at which a quorum is present shall be required for any action.

b. Committee/Task Force Vacancies. Except as otherwise provided herein, vacancies in the membership of a committee or task force shall be filled by appointments made in the same manner as the original appointments to that committee.

c. Policies and Procedures. The Board of Directors shall develop and approve general policies and procedures for the operating of all committees and task forces. All committees and task forces shall report to the Board of Directors.

 

ARTICLE IX

ELECTRONIC MEETINGS

Any action to be taken at a Board of Directors, Executive Committee, member, committee, or task force meeting may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least twenty-four (24) hours prior to the meeting.

 

ARTICLE X

USE OF ELECTRONIC COMMUNICATION

Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.

 

ARTICLE XI

FINANCE

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Forum, 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 Forum, and such authority may be general or confined to specific instances.

Section 2. Payment of Indebtedness. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Forum shall be signed by such officer or officers, agent or agents of the Forum and in such manner as shall be determined by action of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary-Treasurer and countersigned by the President & Chief Executive Officer.

Section 3. Deposits.
All funds of the Forum shall be deposited to the credit of the Forum in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Bonding.
The Board of Directors may provide for the bonding of such officers and employees of the Forum as it may determine is necessary and/or appropriate.

Section 5. Gifts. The Board of Directors may accept on behalf of the Forum any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Forum.

Section 6. Books and Records. The Forum shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its voting members, the Board of Directors, Executive Committee, and any committees having the authority of the Board of Directors.

Section 7. Annual Audit. The Board of Directors shall provide for an annual audit of the financial records of the Forum by a certified public accountant. A report of the financial condition of the Forum shall be made to the membership of the Forum annually.

Section 8. Fiscal Year. The fiscal year of the Forum shall be determined by the Board of Directors.

 

ARTICLE XII

INDEMNIFICATION

The Forum shall indemnify all past and present officers, directors, employees, committee, and task force members, and all other volunteers of the Forum to the full extent permitted by the Illinois General Not For Profit Corporation Act of 1986, as may be amended, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined by the Board of Directors.

ARTICLE XIII

WAIVER OF NOTICE

Whenever notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, 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.

 

ARTICLE XIV

AMENDMENTS

These Bylaws may be altered, amended or repealed by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of the Board.

 

ARTICLE XV

DISSOLUTION

In the event of the dissolution of the Forum, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Forum, distribute all of the remaining assets of the Forum (except any assets held by the Forum upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of the Forum in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, as amended (the ¡°Code¡±) or the corresponding provisions of any future United States Internal Revenue statute, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Forum is then located, exclusively for such purposes in such manner, or to such organization or organizations that are organized and operated exclusively for such purposes, as said court shall determine.