By-laws
ARTICLEI. OFFICES
The principal office of the Association in the State of Illinois shall be located at the residence of its President then holding office. The Association may have such other offices either within or without the State of Illinois as the Board of Directors may designate or as the business of the Association may require from time to time.
ARTICLEII. MEMBERS
SECTION 1. Qualification. Membership in the Association shall be available to any person who is either employed or trained for employment in a position involving the administration of discipline, student control, attendance, security or student personnel matters in any elementary or secondary school either public or private. Membership in the Association is contingent upon a member or applicant for membership complying with the By-Laws of the Association, the Rules of the Association adopted from time to time by its Board of Directors and all cannons of professional conduct imposed upon persons holding positions involving the administration of discipline, student control, attendance, security or pupil personnel problems as well as any applicable laws or ordinances. The Board of Directors by a 2/3 vote of its entire membership may expel from the Association any member not satisfying the foregoing conditions for continuing membership in the Association.
SECTION 2. Membership Fees. The Board of Directors of the Association shall from time to time establish the annual membership fees of the Association. The Board of Directors is empowered by a 2/3 vote of its entire membership to establish from time to time a special assessment which shall be uniformly applied to all members. The special assessment shall be for the limited purpose of funding the needs of the Association arising either because of emergency or special situation. Membership in the Association is contingent upon the timely payment by a member of all membership fees and special assessments. Any individual not making payment of any membership fee or special assessment within such time as is prescribed by the Board of Directors for payment shall be removed from the membership roles of the Association. All past Presidents of the Association shall receive a free lifetime membership in the Association upon the completion of their term of office. In addition, the Board of Directors may grant life time memberships in the Association to such other persons who in its judgment are worthy of that honor. Anyone awarded a special life membership shall not be obliged to pay membership dues.
SECTION 3. Annual Meeting. The annual meeting of the members of the Association shall be held at least annually at a time and place selected by the membership Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Board of Directors shall inform the membership in writing of the time and place of the annual meeting not less than 30 days prior to the date of that meeting.
SECTION 4. Special Meetings. Special meeting of the members for any purpose, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors and shall be called by the President at the written request of not less than Thirty (30) percent of all members of the Association entitled to vote at the meeting.
SECTION 5. Quorum. A majority of the members of the Association entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than a majority of the members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
SECTION 6. Proxies. At all meetings of members a member may vote in person or by proxy executed in writing by the members or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Association before or at the time of the meeting.
SECTION 7. Voting. Each member in good standing shall be entitled to one vote upon each matter submitted to a vote at a meeting of members.
ARTICLEIII. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Association shall Be managed by its Board of Directors.
SECTION 2. Number, Tenure, and Qualifications. The number of directors of the Association shall be Thirteen (13). Each director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified. Each officer of the Association shall serve as members of the Board of Directors. Each member of the Board of Directors must be a member in good standing of the Association.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law 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 for the holding of additional regular meetings without other notice than such 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 person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least Five (5) days previously thereof by written notice delivered personally or mailed to each director at his business address, or by telegram or facsimile transmittal. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, and facsimile transmittal, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company or the notice is transmitted telephonically. Any director may waive notice of any meeting. The attendance of a director at a 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 or convened.
SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority of the directors present may adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. Unless otherwise provided in this instrument or by the terms of the "General Not For Profit Corporation Act of 1986" the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken shall be signed before such action by all of the Directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the un-expired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the members.
SECTION 10. Compensation. By resolution of the Board of Directors each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. However, no payment shall be made which is inconsistent with or contrary to the requirements of the "General Not For Profit Corporation Act of 1986". No such payment shall preclude any director from serving the Association in any other capacity and receiving compensation therefore.
SECTION 11. Presumption of Assent. A director of the Association who is present at a meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
ARTICLEIV. OFFICERS
SECTION 1. Number. The officers of the Association shall be a President, President-Elect, Vice-President, Secretary and Treasurer each of whom shall be elected by the Board of Directors.
SECTION 2. Election and Term of Office. The officers of the Association shall Be elected annually by the membership at its annual meeting and shall serve a one year Term. If the election of officers shall not be held at such meeting, such election shall be Held as soon thereafter as conveniently may be. Each officer shall hold office for a term of one year until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The President-Elect shall upon the expiration of the term of the President succeed the President without standing for election.
SECTION 3. Removal. Any officer may be removed by the members by a 2/3 vote of all members entitled to vote under the By-Laws of the Association.
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 Association and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign with the Secretary or any other proper officer of the Association thereunto 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 and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. President-Elect. The President-Elect shall succeed to the Presidency of the Association upon either the completion of the term of the President or the President leaving office for any reason. It shall be the responsibility of the President-Elect to attend the meetings of the Board of Directors and, to the extent possible, to attend the meetings of all standing committees in order to become prepared to serve as the President of the Association. In addition the President-Elect shall perform such other duties or responsibilities as are delegated to him by the Board of Directors.
SECTION 7. Vice-President. The Vice-President shall perform the duties of the President when the President is absent, unable to act or refuses to perform the duties of his office. When performing the duties of the President the Vice-President shall have all powers provided to the President provided under this instrument and shall be subject to all restrictions and limitation imposed upon the President under the terms of this instrument. The Vice-President shall perform such other duties as are from time to time delegated to him by either the President or the Board of Directors. The Vice-President shall be responsible for overseeing any workshops established or undertaken by the Association.
SECTION 8. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the records of the Association; (d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
SECTION 9. Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Association; (b) receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By-Laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Not less than 15 days prior to the annual meeting the Treasurer shall provide in writing to the membership a financial report disclosing: a) all monies received by the Association since the last financial report to the member; b) all expenditures made by the Association since the last financial report was made to the members; c) an accounting of all monies or assets on had with the Association; and d) a disclosure of all financial liabilities of the Association. Not less than quarterly the Treasurer shall provide a financial report to the members of the Board of Directors containing: a) a statement of all monies or assets of the Association on hand; b) a statement of all income received by the Association since the last quarterly report; c) a statement of all expenditures made by the Association since the last quarterly report; and d) a statement of all financial liabilities of the Association. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
ARTICLEV. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. Except to the extent possibly by law the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may not be general, but rather confined to specific instances.
SECTION 3. Checks, Draft, Etc. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer of officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation no otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLEVI. FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.ARTICLEVII. STANDING COMMITTEES
SECTION 1. Standing Committees. The Association shall have the following standing committees: the Awards Committee, the Legislative Committee, the Membership Committee, the Nominating Committee, the Program Committee, the Publications Committee, the Public Relations Committee and the Historical Committee. At the annual meeting of the membership the President upon assuming office shall select the chairperson of each committee who shall serve for a term of one year. Each chairpersons shall be a member in good standing of the Association. During the term of his chairmanship each chairperson shall also serve as a member of the Board of Directors of the Association. Each chairperson shall be responsible for presiding over the affairs and activities of his committee subject to the direction of the President and the Board of Directors. Each chairperson shall be responsible for appointing members to serve on his committee. Either the President or the chairperson of each committee shall be empowered to call meetings of that standing committee.
SECTION 2. Award Committee. The purpose of the Awards Committee is to select a "Dean of the Year" from the membership of the Association as well as to select recipients of any other awards which may be established from time to time by the Board of Directors or the President. It shall also be the responsibility of the awards committee to obtain the awards and arrange for their presentation.
SECTION 3. Legislative Committee. It shall be the responsibility of the Legislative Committee to represent the position of the Association on all legislative issues effecting its membership pending before either Congress, the Illinois General Assembly, and municipal or County legislative bodies or any administrative agency. The committee shall, however, adopt and promote no legislative position absent the authorization of the Board of Directors. The committee shall, among other things, monitor legislative issues effecting the interest of the Association, report to the Board of Directors concerning legislative matters effecting the membership of the Association, provide such reports to members as may be warranted informing them of legislative matters effecting their interest, drafting legislation of interest to the Association, communicating with members of legislative bodies and other interest groups on legislative matters impacting interest in the Association. The committee shall report its activities to the President and the Board of Directors.
SECTION 4. Membership Committee. The Membership Committee shall be responsible for recruiting and soliciting new members of the Association.
SECTION 5. Nominating Committee. The Nominating Committee shall select and recommend to the membership qualified candidates to serve as officers of the Association, to present candidates for office at the annual meeting of the Association, to oversee and conduct the election of officers of the Association, to recommend to the President individuals to serve as chairpersons of the standing committees and to assist the chairperson of each standing committee in filling membership on the committee.
SECTION 6. Program Committee. The Program Committee shall be responsible for making the arrangements for all programs sponsored by the Association including, but not limited to, its annual meeting. In this respect it shall: a) make all meeting arrangements with respect to accommodations and the selection of the site for the meeting; b) arrange for speakers; c) serve as liaisons for all speakers; and d) inform the membership of all details associated with any program or annual meeting of the Association.
SECTION 7. Publication Committee. It shall be the responsibility of the Publication Committee to publish and circulate to the membership a periodic newsletter and to publish and provide such other information which is reasonably necessary to allow the membership to be informed of the activities of the Association, its Board of Directors and officers.
SECTION 8. Public Relations Committee. It shall be the responsibility of the Public Relations Committee to coordinate with the print and wire media and to generally promote the Association with its members and the general public. The public relations committee shall perform such additional projects as are assigned to it from time to time by the President or Board of Directors. The public relations committee shall be responsible for maintaining a library for all press releases, newspaper articles and other public information recorded pertaining to the Association.
SECTION 9. Historian Committee. The Historian Committee shall be responsible for maintaining and collecting information relating to the history of the Association as well as its archives and to display that information at the annual convention and at such other times and places as might be directed by either the Board of Directors or the President.
ARTICLEVIII. ELECTION OF OFFICERS
Not less than 21 days prior to the annual meeting the nominating committee shall in writing inform the members of the Association of the individuals recommended by it to be nominated for office at the annual meeting. At the time of the annual meeting any member in good standing shall be entitled to nominate other individuals to hold offices in the Association.
ARTICLEIX. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the Association under the provisions of these By-Laws or under the provisions of the articles of incorporation or under the provisions of the "General Not For Profit Act of 1986", a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time therein, shall be deemed equivalent to the giving of such notice.
ARTICLEX. AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors. However, no amendment or revision in the By-Laws shall be adopted until the Board of Directors: a) informs the membership in writing of the proposed By-Laws change and provides a copy of the proposed change; b) informs a membership of their right to comment in writing about the By-Law change by submitting comments to the Board of Directors; and c) reviews the written comments made by any member of the Association on a proposed By-Law change.