Revised June 2004 BY-LAWS
ARTICLE I MISSION STATEMENT Section 1. Mission Statement. In attempting to create the best possible judicial environment in the State of Illinois, the mission of the Illinois Judges Association is to advocate for the common interests of its members in their active and retired judicial capacities. The Illinois Judges Association takes an active role in educational programs and debates on issues affecting Judges, such as compensation and benefits, legitimate interpretive questions of judicial ethics, court facilities and personnel, procedural matters regarding judicial elections, retentions and appointments, the public perception of the bench, and other projects and proposals designed to foster effective justice. The Illinois Judges Association avoids taking or appearing to take a position on issues which reflect adversely on the image of an independent, non-partisan and unbiased judiciary. The Illinois Judges Association encourages all of its members to seek professional enrichment through involvement in the organization. Section 2. Prohibitions. Association activities shall be conducted in such a manner that no part of its net earnings shall inure to the benefit of any member, director, officer or individual, and it shall not engage in any business ordinarily carried on for profit. It shall not have the power to issue certificates of stock or declare dividends. The Association is prohibited from engaging in any activity that is not permitted for a corporation exempt from Federal income tax under Section 501 (c)(6) of the Internal Revenue Code of 1954 or any corresponding provision of any future Federal Internal Revenue Law. Section 3. Fiscal Year. The fiscal year of the Association begins on June 1 and ends on May 31. Section 4. Principal Office. The principal office of the Association shall be located at 321 South Plymouth Court, Chicago, Illinois, 60604. ARTICLE II MEMBERSHIP, MEETINGS, AND DUES Section 1. Members. All sitting and retired judges of the Circuit, Appellate and Supreme Courts of the State of Illinois shall be eligible for membership upon payment of dues. A member may resign at any time by written notice filed with the Secretary. Any Judge involuntarily removed from office, other than by election or retention, is ineligible to either become a member of the Association or continue membership in the Association. Section 2. Meetings. 1. Annual Meeting. The annual meeting of the members shall be held each year at a time and place to be determined by the President. 2. Special Meetings. Special meetings of the members may be held at any time at the direction of the President or by petition of the members. A petition for a special meeting is to be directed to the President and executed by at least thirty-five (35) members of the Association. A petition for a special meeting filed with the President makes it mandatory upon the President to hold a special meeting within thirty (30) days of receipt of the petition. Special meetings shall be held at a place within the State of Illinois designated by the President. Section 3. Notice of Meetings. 1. Annual Meeting. Notice of the annual meeting is to be sent to all members not more than sixty (60) days and not less than thirty (30) days prior to the meeting. The notice must contain the location of the meeting, the date and time of the meeting, the members slated for Director and Officer positions by the Nominating Committee and the agenda for the meeting. 2. Special Meeting. Notice of a special meeting is to be sent to all members not more than thirty (30) days and not less than ten (10) days prior to the meeting. The notice must contain the location of the meeting, the date and time of the meeting and the purpose of the meeting. 3. Mailing. The Secretary shall send (by U.S. Mail or E-Mail, as designated by the member) the required notice to each member entitled to vote at such meeting at the last known address of the member as it appears on the record books of the Association. The date of sending is controlling for determining timeliness of the meeting notice. 4. Waiver of Notice. Notice of any meeting may be waived in writing by the member entitled to such notice, and the presence of a member in person or by proxy at any meeting of members shall be deemed to be the equivalent of such waiver. Section 4. Proxy Voting. At all meetings of members, a member may vote in person or by proxy executed in writing by the member designating another member to vote the proxy. Section 5. Quorum. Twenty (20) members shall constitute a quorum for the transaction of business at a meeting of members. In the absence of a quorum, the meeting may be adjourned from time to time by a vote of the members who are present, but no other business may be transacted. The members present at a meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum. Section 6. Dues. The membership dues of the Illinois Judges Association shall be determined by the Board of Directors at the mid-year meeting. 1. Billing. Statements for dues are to be sent not later than the first week of May for the next fiscal year. Dues are payable on or before June 30 of each year. A notice that dues have not been paid shall be sent during the first week of August to all potential members who have not paid dues for the current year. 2. Good Standing. A member must be in good standing to receive meeting notices and to vote at those meetings. 3. Officers, Directors and Committee Members. Any officer or director who has not paid membership dues may be removed from office after 90 days. Upon removal, the Nominating Committee shall present to the Board of Directors the name or names of persons to be voted upon by the Board to fill the vacancy. Any committee chairperson or any committee member who has not paid membership dues may be removed from that position by the President. Section 7. Reimbursement. Members may be reimbursed in conformity with any policy set by the Board of Directors for ordinary travel and other reasonable expenses incurred on behalf of the Association. Unless approved by the Executive Committee, expenses for travel, lodging or meals incurred by individual members during the annual meeting are not reimbursable. Except in emergency situations, extraordinary expenses incurred on behalf of the Association by any member, officer or Director shall be reimbursed only by approval of the Executive Committee in advance of such expenditure. Section 8. Special Assessments. An assessment, other than the membership dues referred to in Article II, Section 6, may be made upon the membership if the assessment is approved by a vote of sixty percent (60%) of the total number of members of the Board of Directors. ARTICLE III BOARD OF DIRECTORS Section 1. General Powers and Duties. The Board of Directors shall establish the policies of the Illinois Judges Association. The Board of Directors are to assist the officers in executing the policies of the Association and may exercise all such powers of the Association that are not by law, by the Articles of Incorporation, or by the By-Laws required to be exercised by the members. The Board of Directors are to determine the need for, the job description, and the remuneration to be paid for employees of the Association and contract services for the benefit of the Association. Section 2. Number, Term of Office and Qualifications. 1. Number of Directors. The Board of Directors shall include:
Section 2. Nominating Committee. 1. Appointment. The Nominating Committee shall be constituted by the President not more than ninety (90) days and not less than sixty (60) days prior to the annual meeting of the membership and shall serve until a Nominating Committee is appointed the following year. The Nominating Committee shall consist of the officers of the Association, three (3) members nominated by the First Vice President and three (3) members nominated by the Second Vice President. The First Vice President shall serve as chairperson of the Nominating Committee. 2. Duties. The Nominating Committee shall solicit and slate candidates for the Board of Directors and officers of the Association. The slated candidates for Director positions should conform to the policy enunciated in Article III, Section 2.2, and for Officer positions must conform to the policy for geographic distribution as provided in these by-laws at Article IV, Sections 1.5 and 2.1. Members so slated, and the positions for which they have been slated, shall be included in the notice of the annual meeting. At the request of the President, the Nominating Committee shall further recommend nominees to the Executive Committee as such vacancies occur after the annual meeting. 3. Additional Nominations. At least sixty (60) days prior to the annual meeting, additional nominations for the Board of Directors and for officers may be filed with the Secretary. Each additional nomination must have the signatures of at least twenty-one (21) members of the Association who are in good standing. Furthermore, each additional nomination must conform to the geographic distribution of officers as provided in these By-Laws or the nomination must be disallowed by the President. 4. Committees. At the request of the President, the Nominating Committee shall also assist in the appointment of committee members and committee leadership positions. Section 3. Other Committees. The President shall designate Standing Committees, Special Committees and Task Forces as may be necessary to run the affairs of the Association. The President shall name the membership and chairpersons of such committees and may ask the Nominating Committee for assistance in the appointments. ARTICLE VI MISCELLANEOUS PROVISIONS Section 1. Indemnification. The Association shall indemnify, to the extent permitted by applicable Illinois law, any and all of its Directors, officers and members against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they are made parties by reason of being or having been a Director, officer or member of the Association. Such indemnification does not apply when such person is adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. Section 2. Policy. No statement or action of any Director, officer, chairperson, or member shall establish a policy of the Association unless it has been first approved by the Board of Directors. No Director, officer, chairperson, or member shall assume to represent the Association before any legislative body, in any Court, or before any other tribunal, unless authorized to do so by the Executive Committee. No report or recommendations of any committee shall be considered as the action of the Association unless it has been approved by the Executive Committee and/or Board of Directors. ARTICLE VII AMENDMENTS Section 1. Initiation of Amendment. Amendment of these By-Laws may be initiated either by resolution of the Board of Directors, by resolution of the By-Laws Committee or by petition by twenty-one (21) members and presented to the Secretary. Section 2. Procedure for Amendment. 1. Amendment at a Meeting of the Board of Directors. The By-Laws may be amended at any meeting of the Board of Directors provided: 1) a copy of the proposed amendment has been given to all members of the Board of Directors at least thirty (30) days prior to the date of the meeting; and, 2) notice of the meeting, as required by Article III, Section 7 of these By-laws, informs the Directors that an amendment to the By-laws will be considered at the meeting. The amendment shall be adopted on the affirmative vote of sixty percent (60%) of the Board of Directors in attendance at the meeting. 2. Amendment by Mail Vote. The By-Laws may be amended by submitting the proposed amendment to a vote (by U.S. Mail or E-Mail, as designated by the member) by the Board of Directors. The ballot shall contain a notice of the last day for returning ballots which shall be at least thirty (30) days from the date of mailing. The amendment shall be adopted on the affirmative vote of sixty percent (60%) of the votes received. |