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Constitution & Bylaws
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Constitution & Bylaws

ARTICLE  I - Name 
ARTICLE II - Objectives 
ARTICLE III - Membership 
ARTICLE IV - Dues 
ARTICLE V - Officers and Duties 
ARTICLE VI - Board of Directors 
ARTICLE VII - Staff 
ARTICLE VIII - Meetings 

ARTICLE IX - Nominating and Voting 
ARTICLE X - Miscellaneous

ARTICLE XI - Amendments



Article I - Name

Section 1. The name of this organization shall be Illinois Society of Association Executives.

Section 2. The Term, "Association," shall include professional societies, educational, technical, philanthropic, trade and business associations; however, it does not include buying or selling, clubs, or political or labor organizations.

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Article II - Objectives

Section 1. To develop and encourage the practice of high standards of personal and professional conduct among executives serving trade, technical, business, educational, philanthropic and professional associations, thus promoting the interest of the associations they represent, as well as the purpose and effectiveness of said associations by any means consistent with the public interest.

Section 2. To promote the art and science of association management and educate members and the public in the advancement, improvement and uses of voluntary associations.

Section 3. To provide opportunity for the exchange of experiences and opinions through discussion, study and publications.

Section 4. To cooperate with others in conducting courses of study for the benefit of its members and those desiring to prepare themselves for executive and administrative functions in assocations.

Section 5. To provide means for members and associated members to meet and exchange ideas for mutual benefit.

Section 6. To demonstrate to members and their organizations that associations have a broader public policy mission, through a variety of Society charitable functions and activities involving the donations of Society and members time, resources and expertise to disadvantaged individuals, families, or community service organizations.

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ARTICLE III - Membership

Section 1. Categories. Membership in this Society shall consist of five categories: Association Member, Industry Partner, Student, Honorary and Emeritus. Association, Industry Partners and Emeritus members are dues paying members of the Society.

A. Regular membership shall be limited to the Chief Executive Officer and staff employed in the management of an association. A regular membership is nontransferable.

BIndustry Partner membership shall include all companies, corporations, or persons which or who provide products or services to associations and whose primary interest in membership arises from areas other than professional education. Industry Partner memberships are available to companies or corporations by location but a specific person must be named as the primary contact. All persons employed by the Industry Partner organization can attend events at the member rate.

C. Honorary memberships may be bestowed by the Board of Directors upon any individual who has made an outstanding contribution to the profession of association management and/or the Society, and has not been a member of ISAE. Without payment of dues, honorary members shall be entitled to all privileges of membership except voting and holding elective office.

D. Emeritus memberships may be bestowed by the Board of Directors, for those individuals who have been members of ISAE but have retired from active association management and are not eligible for any other category of membership.

E. Student membership shall include individuals that are enrolled in any college or university full-time in the United States.

Section 2. Election to Membership. Qualified applicants shall be elected to membership upon: a)making application, b)payment of established dues, c)review of membership committee, and d)approval by the Board of Directors.

Section 3. Termination of Membership. A regular member whose employment is terminated or changed so as to no longer qualify for regular membership shall retain regular membership status for the remainder of the fiscal year.

Section 4. Rights of Membership. Only members of the Society may be elected to the Board of Directors. Regular members and one designated representative of each associate member organization shall have the right to vote, and voting shall be done in person. All members shall be eligible to serve on appointed committees.

Section 5. Suspension and Expulsion. Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be violation of the bylaws or any lawful rule or practice duly adopted by the Society, or any other conduct prejudicial to the interests of the Society. Suspension or termination shall be by two-thirds vote of the Board of Directors, provided that a statement of the charges have been mailed by certified or registered mail to the last recorded address of the member at least fifteen 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. The member shall have the opportunity to appear in person and/or to be represented by legal counsel to present any defense to such charges before action is taken by the Board of Directors.

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ARTICLE IV - Dues

Section 1. The dues for members of the Society shall be determined annually by the Board of Directors.

Section 2. Payment. Dues shall be paid annually by January 1. Members elected after July 1 shall pay one-half the annual rate for the remainder of the calendar year.

Section 3. Nonpayment of Dues. Members who fail to pay their dues within thirty days from the date they are due shall be so notified. If payment is not made in full within fourteen (14) days, they shall be dropped from the rolls without further notice or hearing and forfeit all rights and privileges of membership.

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ARTICLE V - Officers and Duties

Section 1. Officers. The officers shall be a President, a President-elect, and a Secretary-Treasurer. They shall be elected at the November meeting of the Society each year and shall serve for one year, beginning on the following January 1st and until their successors are installed. No person shall hold more than one office at any time. To be eligible for nomination as an officer, a person must have served on the board of directors a minimum of one year.

Section 2. The President shall be the Chief Elected Official of the Society and shall preside at all membership and Board of Directors meetings.

Section 3. The President-elect shall serve as Presiding Officer of the Society in the absence of the President, shall assume other duties assigned by the President, and shall assume the office of President at the expiration of the term of the incumbent.

Section 4. The Secretary-Treasurer shall be responsible for supervising the custody, receipt and disbursement of all funds of the Society and shall be responsible for providing notices of meetings and maintaining minutes.

Section 5. In case of death, resignation or inability of any officer to serve, a successor shall be chosen for the balance of the current year by the President with the concurrence of the majority of the Board of Directors except that in the case of the President, the successor shall be the President-elect. Successors so selected must have served on the Board of Directors a minimum of one year.

Section 6. Committees. The President, with the advice and consent of the Board of Directors, shall appoint such committees as may be needed to conduct the business of the Society.

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ARTICLE VI - Board of Directors

Section 1. The governing body of this Society shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Society, its committees and publications; shall determine its policies or changes therein; shall actively implement its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business.

Section 2. The Board of Directors shall consist of the President, President-elect, Secretary-Treasurer, Immediate Past President, seven other elected Directors, one of whom is an associate member, and the Executive Director, who shall serve as an Ex-officio nonvoting member.

Section 3. The seven elected Directors shall be elected at the November meeting of the Society each year and shall serve for one year, beginning on the following January 1st, and until their successors are installed. Any Director who serves three full year terms shall not be eligible for reelection as a Director for the term immediately subsequent.

Section 4. A majority of the Board of Directors shall constitute a quorum for the transaction of business.

Section 5. Meetings of the Board of Directors may be called by the President, and adequate notice of such meetings shall be given to each Director before the time appointed for such meeting. The President shall, at the request in writing of three members of the Board of Directors, issue a call for a special meeting of the Board of Directors and adequate notice shall be required for a special meeting.

Section 6. Any vacancy occurring on the Board of Directors between annual elections shall be filled by the President with concurrence of a majority of the Board of Directors. A Director so appointed to fill a vacancy shall serve until the next annual election of the Society.

Section 7. The Board of Directors may, for cause, by vote of two-thirds of its members, remove any Officer or Director, provided that a statement of the charges has been mailed by certified or registered mail to the last recorded address of the Officer or Director at least fifteen 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 time the charges shall be considered. The Officer or Director shall have the opportunity to appear in person and/or be represented by legal counsel to present any defense to such charges before action is taken by the Board of Directors.

Section 8. There shall be an Executive Committee composed of the Officers and the Immediate Past President of the association. It shall be the duty of the Executive Committee to govern and transact the business of the association during the intervals between regular meetings of the Board of Directors, and conduct such other activities as may be assigned from time to time by the Board of Directors. Actions taken by the Executive Committee shall be deemed those of the Board of Directors and shall be fully reported at the next meeting of the Board of Directors.

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Article VII - Staff

Section 1. Executive Director. The Society may normally employ an Executive Director to perform the usual duties of that position and other duties assigned by the President and the Board of Directors. The Executive Director shall be selected or reaffirmed, and the salary established, by the Board of Directors each year, or for such other period of time as determined by the Board of Directors. The Executive Director shall not have the right to vote. Other employees and ongoing professional or technical services may be engaged as the Board of Directors authorizes.

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Article VIII - Meetings

Section 1. Regular. Regular meetings of the Society shall be held at such time and place as approved by the Board of Directors. The annual business meeting of the Society shall take place at a regular meeting as determined by the Board of Directors.

Section 2. Special. Special meetings may be called by the Board of Directors, or shall be called upon written request of five (5) members directed to the President stating therein the purpose of which such meeting is desired. At least seven (7) days written notice shall be required for special meetings.

Section 3. Quorum. Twenty members present in person shall constitute a quorum at any regular or special meeting of the Society. Matters decided by vote shall require a simple majority, except as specifically provided elsewhere in these bylaws.

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Article IX - Nominating and Voting

Section 1. The election of Officers and Directors of the Society shall be held at a regular meeting in the month of November each year.

Section 2. The Nominating Committee shall consist of the President, President-elect, and Immediate Past President, who shall serve as the chair, and two (2) "regular members" not currently serving on the Board. No two (2) members of the Nominating Committee shall be employed by the same organization.

Section 3. The Nominating Committee shall meet prior to September 1 to develop a slate of candidates consisting of one candidate for each office and directorship to be filled. The slate must subsequently be approved by the Board of Directors.

Section 4. Prior to the meeting of the Nominating Committee to slate the candidates for Officers and Directors, the membership shall be notified in writing who is serving on the committee and request that suggested qualified candidate names be submitted to the committee. The slate shall be reported to the Board of Directors prior to the October membership meeting. At the October membership meeting, the slate of candidates shall be reported to the membership, with additional nominations accepted from the floor. Nominations shall be closed at the conclusion of this meeting. At least ten (10) days prior to the annual election, the slate of candidates and any additional nominations shall be mailed to the membership at-large.

Section 5. If there is more than one nominee for any office or directorship, a secret written ballot shall be taken.

Section 6. Every regular member and one designated representative of each associate member organization of the Society shall be entitled to cast one vote in any matter voted on by the membership or in any election of an Officer or Director.

Section 7. Any election shall be decided by a simple majority of the votes cast. In the event of a tie vote, additional votes shall be conducted until a majority is achieved.

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Article X - Objectives

Section 1. The parliamentary authority to be used by this Society in all matters of procedure not specifically covered by these Bylaws shall be Robert's Rules of Order current revised version.

Section 2. Fiscal Year. The fiscal year shall commence on the first day of January and shall end on the 31st day of December.

Section 3. Seal. The Society shall have a seal of such design as the Board of Directors may adopt.

Section 4. Dissolution of Assets.

A. The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Society.

B. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors or upon a judicial determination that the organization has become inactive.

Section 5. The interpretation and implementation of this Constitution and Bylaws, where not explicitly clear, shall be governed by a written set of policies and procedures promulgated and from time to time reviewed and updated by the Board of Directors.

Section 6. The Society shall indemnify all Officers, Directors, members and employees for expenses incurred with the defense or settlement of any claim against such person by reason of service as Officer, Director, committee member or employee, in accordance with policies and procedures adopted by the Board of Directors, unless a judgment or other adjudication shall establish that such claim arose or resulted from any fraudulent, criminal, malicious or knowingly wrongful act, error, or omission of such person.

 

Article XI - Amendments

Section 1. This Constitution and Bylaws may be amended at any regular meeting of the Society upon affirmative vote of two-thirds of the Association members present in person, after 30 days notice of any proposed change has been sent in writing to the members by first class mail or electronic communication.

Section 2. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any five Association members addressed to the Board. All such proposed amendments shall be presented to the membership with or without recommendation.

Amended November 2005

Amended November 2011

Amended September 2015

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