Article III - Membership

Section 1: Membership in The Council shall be held in one of four (4) categories: Active, Associate, Affiliate, and Honorary Life.

a. An Active Member of The Council shall be (1) an individual who is engaged in economic development on a full-time basis; or (2) whose full-time activity is devoted to economic development activities within the State of Illinois; or (3) at the discretion of the Board of Directors, certain other individuals who are prominently active in economic development.

b. An Associate Member of The Council shall be (1) an individual who is engaged in economic development on a part-time basis, and whose activity is divided among unrelated activities to development in the State of Illinois; or (2) whose activities are supportive to the Economic Development process; as well as (3) those involved in improving the social, environmental and legislative areas that impact the overall economic health of Illinois communities and the State as a whole. An Associate member does not have the power to vote on Council business.

c. An Affiliate Member of The Council shall be (1) an individual who is not engaged in economic development either on a full or part-time basis; (2) one who supports programs and/or organizations that are engaged in full-time economic development in the State of Illinois. An Affiliate Member does not have voting powers.

d. A Corporate Membership shall be granted to any company involved in the profession of economic development and will entitle the company to a minimum of five (5) memberships as approved by the Board of Directors of the Illinois Development Council. Corporate membership dues shall be at least the cost of five (5) memberships plus one regular processing fee, paid in one lump sum, as established by the Board of Directors of the Illinois Development Council. Such corporate dues shall entitle the eligible company to designate it's approved member representatives to the Council each year, with the assessment of one (1) new member processing fee, regardless of the number of changes in the designation of the company's representatives to the Illinois Development Council. Any additional members during the year, over and above the originally designated number of corporate members of a single company, shall be assessed the individual membership dues of The Council, plus the new member processing fee, if applicable. Corporate members shall have all the rights and privileges of membership including the right to vote and hold office.

e. A Honorary Life Membership shall be granted at the discretion and approval of the Board of Directors to (1) a member of The Council for at least 10 years; (2) a member who performed meritorious service for The Council; (3) was an effective economic developer, and (4) retired or is retiring from full-time active involvement in economic development. Honorary Life Membership shall entitle the member to all rights and privileges of The Council except voting, holding office, or payment of dues.

Section 2: A candidate for Active membership shall be invited and sponsored by any member in good standing, and upon review of the application, be approved for membership by the Board of Directors. A group of candidates for Active membership may also be invited and sponsored by an organization active in economic development, and upon review of the application, the group may be approved by the Board of Directors for each member of the group to receive an individual membership. A candidate for Associate or Affiliate membership may apply for membership without sponsorship, and upon review of the application, be approved for membership by the Board of Directors.

Section 3: Membership shall be subject to approval of not less than seventy-five percent (75%) of a membership committee appointed annually by the Board of Directors, except that an Honorary Life Membership shall be subject to approval by seventy-five percent (75%) of the Board of Directors. The membership committee shall be chaired by a member of the Board, who shall report on approval of all new members.

Section 4: Membership shall be held in the name of an individual and not in the name of an organization, company or governmental subdivision.

Section 5: The annual dues, and the one-time initiation fee for new members, shall be such rate or rates as determined by the Board of Directors with the concurrence of the general membership by polling the membership either by mail or at any regularly scheduled meeting.

Section 6: Membership in The Council shall be terminated or changed in one or more of the following ways:

a. Resignation

b. By request of the Board of Directors for just and appropriate reasons, based upon a seventy-five percent (75%) or greater vote of the Board of Directors, subject to the following conditions: Such Member shall be notified of the proposed action and of the reason(s) for the proposed action. Such notification shall be by registered mail. Such Member shall have the right to appear and/or be represented by counsel before the Board of Directors to contest the proposed action.

c. Nonpayment of dues, the procedure for which shall be as follows: The first notice of dues shall be given within thirty (30) days of the conclusion of the Annual Conference. The second notice of dues shall be given at the conclusion of the fiscal year. If payment is not received within thirty (30) days of the second notice, membership shall automatically be terminated.

d. Nonpayment of invoices, the procedures for which shall be as follows: Any member who fails to pay an invoice submitted by The Council within ninety (90) days of its billing date, shall be considered delinquent and subject to expulsion by the Board of Directors. It shall be within the discretion of the Board tog rant an extension during which payment may be made.

Section 7: A member whose membership has been terminated under Article III, Section 6(c) or Section 6(d) may be considered by reinstatement under Article III, Section 1, Section 2, and Section 3, upon receipt of payment for all outstanding invoices.

Article IV - Board of Directors

Section 1: The affairs of The Council shall be guided by a Board of Directors (hereafter referred to as The Board) composed of eleven (11) members, elected annually by the membership: one (1) from the Northern geographic division; two (2) each from the Central and Southern geographic divisions; three (3) from the Metro geographic division; one (1) from out-of-state membership and two (2) from At Large (see map identifying geographic divisions).

Section 2: Nominations and Elections: A Nominating Committee, representative of The Council and preferably not current directors, shall be appointed by the President not less than thirty (30) days prior to the date of the Annual Meeting. The Nominating Committee shall present at the Annual Meeting for election, its selection for the directors to the Board as prescribed in Section 1. Nominations for directors to the Board may also come from the floor. If there are more than the required number of candidates from any one geographic division, then the nominees for director within each geographic division shall be voted upon only by members within that geographic division. Candidates receiving the highest number of votes shall be elected to The Board and shall assume office forthwith.

Section 3: A President, Vice-President, and Secretary shall be elected annually from among The Board by The Board to hold office for one year. The President, Vice-President, and Secretary shall not succeed themselves in the office for which elected.

Section 4: A Treasurer shall be appointed or re-appointed annually by The Board and shall serve as an ex-officio member of The Board. The Treasurer may be selected from The Council's general membership or from the active members of the Board of Directors. If an active Board member is selected, he shall serve the dual capacity with full voting rights.

Section 5: The immediate Past President shall be an ex-officio member of The Board and shall serve for a term of one year.

Section 6: The Board may appoint such committees as it shall deem necessary to carry out the purposes of The Council.

Section 7: The President, with the advice and consent of The Board, shall fill any vacancy occurring among the elected directors by appointment and they shall serve for the unexpired term. A vacancy in the office of the President shall be filled by the Vice-President. The vacancy of all other officers, elected or appointed, shall be filled by a special election by The Board, from among The Board, majority vote prevailing, and shall serve the unexpired term. Persons succeeding under Section 7 shall be eligible for reelection to a regular term in that office.

Section 8: Membership on the Board of Directors shall be limited to four (4) consecutive years; except that a Board member elected as an officer in his/her fourth (4th) or fifth (5th) consecutive year as a Board member shall be eligible for election to The Board for one additional year. In no case shall any member, elected to The Board under this exception, serve for more than six (6) years.

Section 9: A quorum of The Board shall consist of a simple majority of the members of The Board.

Section 10: The fiscal year of The Council shall be the calendar year.

Article V - Duties of the Officers

Section 1: The President: It shall be the duty of the President to preside at the meetings of the Council and of The Board; to prepare an Annual Budget; to perform specific duties which The Board may place upon him/her; and to discharge such other duties as ordinarily pertain to the Office of President.

Section 2: The Vice President: It shall be the duty of the Vice-president to act for the President in the event of his or her absence and to perform such other duties as ordinarily pertain to this office, or as assigned by The Board or the President.

Section 3: The Secretary: It shall be the duty of the Secretary to keep the records of all meetings of The Council and of The Board; to keep The Council informed on matters as directed by The Board; to keep the Corporate Seal, and to report annually on all matters handled by his or her office. The Secretary shall deliver all records, papers, and property of The Council to his or her successor within ten (10) days following the election of his or her successor.

Section 4: The Treasurer: It shall be the duty of the Treasurer to have charge and custody of all assets of The Council, to deposit and pay out moneys as instructed by The Board, to send out notice of dues and receive same, and inform The Board of those delinquent. At the direction of The Board, an annual review of the Treasurer's records shall be made at the close of the fiscal year and a written report submitted to the Board. The Treasurer shall deliver all records, funds, and assets to his or her successor within ten (10) days following the appointment of his or her successor.

Section 5: The President and the Treasurer shall be bonded in an amount sufficient to cover the monetary assets of The Council, the premium of said bond being paid by The Council.

Article VI - Funds and Disbursements

Section 1: All funds belonging to The Council shall be kept by the Treasurer in a separate account in the name of the Illinois Development Council, in a bank selected by the Treasurer, and such funds remaining in the account shall be turned over to his or her successor upon expiration of his or her term of office.

Section 2: A budget will be prepared by the President and submitted to The Board at the start of the fiscal year.

Section 3: All non-budgetary expenditures and disbursements of The Council funds shall have the approval of the Board of Directors.

Article VII - Meetings

Section 1: The Council shall hold its Annual Meeting within thirty (30) days of October 1st of each year. Other meetings of the full membership may be called by action of The Board.

Article VIII - Parliamentary Authority

Section 1: The rules contained in the current edition of Robert's Rules of Order shall govern The Council in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order The Council may adopt.

Article IX - Amendments

Section 1: The Constitution and Bylaws of The Council may be amended at any Annual Meeting or a special meeting called for that purpose by the Board or by a majority vote of those members present and in good standing. The proposed amendments shall be circulated to the membership at least fifteen (15) days in advance of said meeting. Or by a mail vote, approval being by a majority vote of the membership responding, with the President receiving the vote. The President and the Secretary shall count the vote and promptly report the results to The Board and the membership.

Article X - Dissolution

 

Section 1: Procedure: The Council shall use its funds only to accomplish the objects and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of The Council. On dissolution of The Council, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philantrophic organizations to be selected by the Board of Directors.

 
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