IGA Bylaws
ARTICLE I
Offices
The corporation may have offices, either within or outside the State of Illinois, as the board of directors may determine or as the affairs of the corporation may require.
The corporation shall maintain in the State of Illinois a registered office, and a registered agent whose office is identical with the registered office, as required by the General Not For Profit Corporation Act of the State of Illinois. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Illinois, and the address of the registered office may be changed from time to time by the board of directors.
ARTICLE II
Members
Section 1. Classes of Members. The corporation shall have three classes of members: Regular, Associate, and Life.
1.1. Regular - A Regular member is defined as any firm or corporation which is: engaged in the sale, installation, replacement or repair of glass products, including architectural glass, auto glass, mirrors and leaded glass and having less than 125 additional branch locations. A Regular member must maintain glass industry equipment, products or supplies, have an established business location where business is transacted, maintain proper books of accounts and records and must be duly registered where required by law. Regular members may be required to provide a federal tax identification number, a certificate of insurance and a urethane certification or equivalent as proof of correct business practices. Regular members are eligible to receive all published benefits and services available. Regular members have full voting rights and may serve on the board of directors. Only one membership per person or firm will be permitted.
Additional Regular Member Locations - As a part of its membership in the Association, a Regular member company must submit a complete list of all additional company-owned locations, which automatically become a non-optional part of the company's membership. The additional branch locations will not have voting rights. The additional dues to be paid by such member for each location is established from time to time by the Board of Directors pursuant to Article XI hereof.
1.2 Associate - An Associate member is defined as any individual, firm, or corporation that does not qualify for regular membership but has: a) engaged in the manufacture, sale, distribution, fabrication of glass products, including but not restricted to architectural glass, auto glass, mirrors and leaded glass; or b) a direct supplier or independent sales representative to the glass industry; or c) providers of glass related information such as trade publications and related trade associations. Associate members are eligible for most benefits and privileges of the Association, as outlined in other Association literature, except they have no vote and may not serve on the Board of Directors.
1.3 Life - Life membership may be extended to any individual selected by the Board of Directors as having demonstrated an extraordinarily high level of performance and commitment to the Association and its goals as a Regular member. Life members shall be exempt from payment of National dues, but shall be entitled to all privileges of Regular National membership, including the right to be on the board after two years pursuant to Article IV, Section 2.
Section 2. Voting Rights. Each regular and life member shall be entitled to one vote on each matter submitted to a vote of the members. Associate members do not have voting rights.
Section 3. Termination of Membership. The board of directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in payment of dues for the period fixed in Article XI of these by-laws.
Section 4. Resignation. Any member may resign by filing a written resignation with the secretary, but resignation shall not relieve the member of the obligation to pay any dues, assessments or other charges previously accrued and unpaid.
Section 5. Reinstatement. Upon written request signed by a former member and filed with the secretary, the board of directors may reinstate the former member to membership upon such terms as the board of directors may deem appropriate.
Section 6. Transfer of Membership. Membership in this corporation is not transferable or assignable.
ARTICLE III
Meetings of Members
Section 1. Annual Meeting. An annual meeting of the members shall be held at such time as may be provided in a resolution of the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the president, the board of directors, or not less than five percent of the members having voting rights, for the purpose or purposes stated in the call of the meeting.
Section 3. Place of Meeting. The board of directors may designate any place, either within or outside of the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois.
Section 4. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) nor more than sixty (60) days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than twenty (20) nor more than sixty (60) days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting.
Section 5. Informal Action by Members. Any action required to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of the members entitled to vote, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed either: (a) by all of the members entitled to vote with respect to the subject matter thereof, or (b) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting. If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only: (i) if at least five (5) days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof, and (ii) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.
Section 6. Fixing of Record Date. For the purpose of determining the members entitled to notice of or to vote at any meeting of members, or in order to make a determination of members for any other proper purpose, the board of directors of the corporation may fix in advance a date as the record date for any such determination of members, such date in any case to be no more than sixty (60) days and, for a meeting of members, not less than five (5) days, or in the case of a merger, consolidation, dissolution or sale, lease or exchange of assets, not less than twenty (20) days before the date of such meeting. If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is delivered shall be the record date for such determination of members. When the determination of members entitled to vote at any meeting of members has been made, such determination shall apply to any adjournment of the meeting.
Section 7. Quorum. The members holding ten percent (10%) of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at a meeting of members. If a quorum is present, the affirmative vote of a majority of the votes present and voted, either in person or by proxy, shall be the act of the members, unless the vote of a greater number is required by law, the articles of incorporation or the by-laws. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 8. Proxies. A member entitled to vote may vote by proxy executed in writing by the member or by that member's duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 9. Inspectors. At any meeting of members, the chairman of the meeting may, or upon the request of any member, shall appoint one or more persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of votes represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all members.
Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. It there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of votes represented at the meeting and the results of the voting shall be prima facie evidence thereof.
Section 10. Voting by Ballot. Voting on any question or in any election may be by voice unless the chairman of the meeting shall order or any member shall demand that voting be by ballot.
Section 11. Voting by Mail. Where directors are to be elected by members, the election may be conducted by mail in the manner that the board of directors shall determine.
Section 12. Liabilities of Members. The members shall not be liable for the debts or obligations of the corporation.
ARTICLE IV
Board of Directors
Section 1. General Powers. The affairs of the corporation shall be managed by or under the direction of the board of directors.
Section 2. Number, Tenure and Qualifications. The terms of all directors shall be three (3) years and shall be staggered so that the terms of no more than four (4) directors shall expire in any year. A director may serve no more than three (3) consecutive terms (nine years), unless they are elected to be president pursuant to Article V. Any individual wishing to serve additional time must remain off the Board for at least two (2) consecutive years before being considered again by the board of directors. The terms shall expire at the next meeting of members for the election of directors. Each director shall hold office until the expiration of his term and until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Illinois. All directors shall be members or employees of members of the corporation. The number of directors may be decreased to not fewer than five (5) or increased to no more than ten (10), without amendment to this section. No decrease shall have the effect of shortening the term of an incumbent director. The board shall also be able to establish an advisory board, who will be counseled for input, but shall have no voting power on matters brought before the board of directors.
Section 3. Regular Meetings. A regular annual meeting of the board of directors shall be held without other notice than this by-laws, immediately after, and at the same place as, the annual meeting of members. The board of directors may provide by resolution the time and place, either within or outside of the State of Illinois, for the holding of additional regular meetings of the board without other notice than the resolution.
Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The persons authorized to call special meetings of the board may fix any place, either within or outside of the State of Illinois, as the place for holding any special meeting of the board called by them.
Section 5. Notice. Written notice stating the place, day, and hour of the meeting shall be delivered to the directors not less than five (5) days before the date of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of a majority of the directors present at a 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 or by these by-laws.
Section 8. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by a majority of the board of directors or by the members. A director elected or appointed to fill such a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.
Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; but nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation.
Section 10. Informal Action by Directors. Any action which is required to be taken, or which may be taken, at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors then in office. Such consent may be signed by the directors in counterparts, and shall have the same force and effect as a unanimous vote of all of the directors.
Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE V
Officers
Section 1. Officers. The officers of the corporation shall be a president, one or more vice presidents (the number to be determined by the board of directors), a secretary, a treasurer and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint the other officers, including an administrator, one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, to have the authority and perform the duties prescribed by the board of directors. Any two or more offices may be held by the same person.
Section 2. Election and Term of Office. The terms of the officers shall be three (3) years. If elected president, the officer will serve three years as president and three years as past president. The officers of the corporation shall be elected annually as necessary by the board of directors at the regular annual meeting of the board of directors. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his or her successor shall have been elected. Election of an officer shall not of itself create contract rights. Only current Board members who have served at least one full year on the Board are eligible to be officers of the corporation. A majority vote shall be necessary for an election. Nomination and election of the Officers shall be by the Board of Directors.
Section 3. 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 corporation would be served by his or her removal, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. 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.
Section 5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He or she shall preside at all meetings of the members and of the board of directors. He or she may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general he or she shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors.
Section 6. Vice President. In the absence of the president or in the event of his or her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as may be assigned to him or her by the president or by the board of directors.
Section 7. Treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the board of directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VII of these by-laws; and in general perform all duties incident to the office of treasurer and such other duties as may be assigned to him or her by the president or by the board of directors.
Section 8. Secretary. The secretary shall keep the minutes of the meetings of the members and of the board of directors in books provided for that purpose; see that all notices are given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is authorized in accordance with the provisions of these by-laws; keep a register of the post office address of each member which shall be furnished to the secretary by that member; and in general perform all duties incident to the office of secretary and such other duties that may be assigned by the president or by the board of directors.
Section 9. Assistant Treasurers and Assistant Secretaries. If required by the board of directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform the duties assigned to them by the treasurer or the secretary or by the president or the board of directors.
Section 10. Salaries. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.
ARTICLE VI
Committees
Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors and such other persons as the board of directors designates. The committees, to the extent provided in the resolution, shall have and exercise the authority of the board of directors in the management of the corporation; provided, however, that no such committee shall have the authority of the board of directors in reference to amending, altering or repealing the by-laws; electing, appointing or removing any member of any such committee or any director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The appointment of any such committee and the delegation of authority shall not operate to relieve the board of directors of any responsibility imposed upon it by law.
Section 2. Commissions or Advisory Bodies. Commissions or advisory bodies not having and exercising the authority of the board of directors in the corporation may be designated or created by the board of directors and shall consist of such persons as the board of directors designates. A commission or advisory body may or may not have directors as members, as the board of directors determines. The commission or advisory body may not act on behalf of the corporation or bind it to any actions but may make recommendations to the board of directors or to the officers of the corporation.
Section 3. Term of Office. Each member of a committee, commission or advisory committee shall continue as a member until the next annual meeting of the members of the corporation and until his or her successor is appointed, unless the committee shall be terminated sooner, or unless the member be removed from the committee, or unless the member shall cease to qualify as a member of the committee.
Section 4. Chair. One member of each committee, commission or advisory body shall be appointed chair by the person or persons authorized to appoint the members of the committee, commission or advisory body.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these by-Laws or with rules adopted by the board of directors.
Section 8. Informal Action. The authority of a committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members entitled to vote.
ARTICLE VII
Contracts, Checks, Deposits and Funds
Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract, to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by those officers or agents of the corporation and in a manner as shall be determined by resolution of the board of directors. In the absence of this determination by the board of directors, the instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in the banks, trust companies or other depositaries as the board of directors may select.
Section 4. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or any special purpose of the corporation.
ARTICLE VIII
Certificates of Membership
Section 1. Certificates of Membership. The board of directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the board. The certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued upon the terms and conditions as the board of directors may determine.
Section 2. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his or her name and delivered by the secretary, if the board of directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article VIII.
Section 3. Certificates Not Required. No membership certificate shall be required unless otherwise directed by the board of directors.
ARTICLE IX
Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE X
Fiscal Year
The fiscal year of the corporation shall be established by resolution of the board of directors.
ARTICLE XI
Dues
Section 1. Annual Dues. The board of directors may determine the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.
Section 2. Payment of Dues. Dues shall be payable at such time or times as established by resolution of the board of directors.
Section 3. Default and Termination of Membership. When any member shall be in default in the payment of dues for a period of one month from the due date thereof, its membership may be terminated by the board of directors in the manner provided in Article III of these by-laws.
ARTICLE XII
Seal
The board of directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed the name of the corporation and the words "Corporate Seal - Illinois."
ARTICLE XIII
Notices
Section 1. Delivery of Notices. Whenever notice is required to be delivered hereunder to the members, directors, or members of any committee, such notice shall be deemed delivered when (a) transferred or presented to the deliveree in person; (b) deposited in the United States mail addressed to the deliveree at his, her, or its address as it appears on the records of the corporation, with sufficient first-class postage prepaid thereon; or © transmitted to the deliveree by electronic or telephonic means such as telefacsimile or electronic mail.
Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of the State of Illinois or under the provisions of the articles of incorporation or the by-laws of the corporation, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated there, shall be deemed equivalent to the giving of notice.
ARTICLE XIV
Indemnification
To the fullest extent permitted by law, the corporation shall indemnify and advance and pay indemnification expenses to its directors, officers, employees and agents and to any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
ARTICLE XV
Amendments to By-Laws
These by-laws may be altered, amended or repealed, and new by-laws may be adopted, by a majority of the directors present at any regular meeting or at any special meeting.