Revised 9/17/99 Adopted 4/22/94
Revised 10/2013 Adopted 10/19/2013
Article I: Name
The name of this organization shall be the Illinois Association
Article II: Principal Office
The Association shall have and continuously maintain in the state
of Illinois a registered office and a registered agent whose business
office is identical with such registered office, and may have
other offices within out without the State of Illinois, as the
Board of Directors may from time to time determine.
Article III: Purpose and Powers
The Association is a not-for-profit organization, organized exclusively
for educational purposes within the meaning of section 501(c)(3)
of the Internal Revenue Code.
The Association shall offer services, programs and a network that
promotes excellence in museums, assists museums in the achievement
of best practices, disseminates knowledge to and about museums,
and advances the field. to institutions in Illinois that share
goals relating to preservation and interpretation of history,
prehistory, natural and built environments, and social, scientific,
cultural and/or artistic endeavors.
Article IV: Membership and Dues
Section 1: Membership
Memberships of individuals and organizations shall be of such
categories and such dues as shall be established by the Board
of Directors of the Association.
Article V: Officers and Directors.
Section 1: Board of Directors
The direction of the Illinois Association of Museums shall be
vested in a Board of Directors. Members of the Board shall serve
without compensation but may be reimbursed for actual expenses
incurred in the performance of their duties.
Section 2: Board Membership
The Board of Directors shall be made up of officers, consisting
of a President, Immediate Past President, Vice President, Secretary,
and Treasurer who shall be elected for terms of two years; and
eighteen Directors, for the Board shall stagger the terms of office
of the three classes of 4 directors each year. All officers and
directors shall be voting members of the Board. Officers, with
the exception of the Immediate Past President, and elected Board
members may serve a maximum of four consecutive terms with no
more than two full terms in any single position. Partial terms
shall not be counted in determining the number of consecutive
terms served.) Upon recommendation of the nominating committee
and approval of the Board, the term of the President may be extended
for an additional two (2) year term.
Section 3: Members in Good Standing
Officers and Board Members must be individual and organizational
members in good standing.
Section 4: Ex-Officio Directors
The ex-officio Directors shall include the Director, or designated
representative, of the Illinois Historic Preservation Agency (IHPA);
and the Director, or designated representative, of the Illinois
State Museum. All ex-officio directors are non-voting.
Section 5: Meetings
The Board of Directors shall meet at least four times yearly to
discharge their responsibilities as given in these by-laws. Two
of these meetings may be conducted by conference call or real
time electronic communication (including but not limited to participation
by audio and/or video-conferencing, by telephone and/or computer
network transmissions) and with two meetings being in-person meetings.
Section 6: Special Meetings
Special meetings of the Board may be called by the President.
In situations where time is of the essence and a specific action
is required, the President may call a meeting, electronic (audio,
video, telephone, or other means) or otherwise, whereby motions
may be defined and voted on by the Board. Regardless of the method
of electronic voting, minutes of the discussion and actions taken
will be maintained by the Secretary.
Section 7: Quorum
For the purposes of conducting business, the presence of eight
voting Board members shall constitute a quorum. At least one officer
must be present at any meeting of the Board. Withdrawal of directors
from any meeting shall not cause the failure of a duly constituted
quorum at that meeting.
Section 8: President
The Association President shall be the principal executive officer
and shall be responsible to the Board of Directors for the general
supervision of the business of the Association. The Association
President shall preside at all meetings of the Board of Directors
and at all meetings of the membership of the Association.
Section 9: Vice-President
The Vice-President shall, in the absence, resignation, or incapacity
of the President, assume the duties of the President.
Section 10: Secretary
The Secretary shall be responsible for the keeping of the accurate
record of the minutes of all meetings of the Association and of
the Board of Directors. The Secretary shall also oversee and ensure
proper management of all records of the organization.
Section 11: Treasurer
The Treasurer shall oversee and ensure proper management of all
funds and securities of the association. The Board of Directors
may employ one or more persons for the purpose of managing the
day-to-day financial operations of the Association and to do and
perform such additional duties as the Board of Directors may authorize.
Section 12: The Board may appoint a paid Executive Director of
the Illinois Association of Museums. The Executive Director shall
be the chief operating officer of the association and shall be
responsible for and have supervisory power over the day to day
activities of the association. The Executive Director shall appoint,
discharge and determine the compensation of other staff personnel
consistent with the approved budget. When appropriate, the Executive
Director shall bring matters affecting the association to the
attention of the Board and shall keep the Board informed to meet
its policy making and governance responsibilities. The Executive
Director shall implement the resolutions and policies of the Board,
and shall execute the contracts and agreements as in keeping with
such policies and resolutions. The Executive Director shall be
a non-voting member of the Board and all standing, ad-hoc and
advisory committees of the Board.
Article VI: Election of Officers and Directors
Section 1: Voting
All officers and directors, except those who serve ex-officio,
shall be elected by a plurality of voters at the annual meeting.
Members may vote through their organization representative
Section 2: Nominating Committee
The Nominating committee will present the slate of candidates
to the Board for approval at least two months prior to the annual
meeting. The recommended slate will be distributed to the membership
prior to the annual meeting and election.
Section 3: Nominations
Nominations may be made by the Nominating Committee or by any
member of the Association at least one month prior to the election.
Section 4: Eligibility
A candidate for office must be a member of the Association or
represent a member institution. Ex-officio board members may not
hold elective office.
Section 5: Votes
Each individual member or organizational representative shall
have one vote.
Section 6: Starting Date
Officers and directors shall take office at the close of the annual
meeting at which they are elected.
Section 7: Vacancy
In the event of a resignation or incapacity of any officer or
director except the President, the President shall appoint a member
to serve the unexpired term. In the absence of the President,
the Vice-President shall assume the duties of the President.
Section 8: Removal
The Board of Directors may remove any officer or director, as
a result of an absence of three consecutive board meetings or
whenever in its judgment the best interests of the Association
would be served. . An affirmative vote by a majority of the Board
of Directors at a properly convened meeting is required.
In the case of an ex-offico non-voting member, notification will
be made to the representative agency, with an expectation that
a new representative be named by the next Board meeting after
Article VII: Committees
Section 1: Executive Committee
An Executive Committee shall be comprised of the President, Vice-President,
Treasurer, Secretary, and the Immediate Past President. The IAM
Executive Director shall serve as an ex-officio, non-voting member.
The Executive Committee shall conduct the business of the Association
between meetings of the Board of Directors.
Section 2: Standing Committees
The Association shall have three standing committees: Nominating,
Finance, and Development. The President shall appoint the chair
and members of each committee as needed.
Each committee shall consist of two or more Directors and such
other persons as the President shall designate, provided that
a majority of each committee’s membership shall be Directors
of the Association.
Section 3: Nominating Committee
The Nominating Committee shall select candidates for office.
The Finance Committee shall provide general supervision of the
financial affairs of the Association. .
Section 5: Development Committee
The Development Committee shall raise monies from diverse sources
to support the purposes, mission and operations of the Association.
The Membership Committee shall be a subcommittee of the Development
Section 6: Special Committee
The President of the Association may appoint such special committees
as deemed necessary and useful to carry out the purposes of the
Article VIII: General Membership Meetings
Section 1: An annual business meeting of the Illinois Association
shall be held.
Section 2: The number of those dues paying members present at
a duly published
meeting shall constitute a quorum.
Section 3: Fiscal Year
The fiscal year of the Association shall run from July 1 to June
Article IX: Contracts, Checks and Deposits
Section 1: Contracts
The Board of Directors of the Illinois Association of Museums
may authorize any officer or officers, agent or agents, of the
Association 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: Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the Illinois
Association of Museums, shall be signed by such officer or officers,
agent or agents of the Association and in such a manner as shall
from time to time be determined by the resolution of the Association’s
Board of Directors.
Section 3: Deposits
All funds of the Illinois Association of Museums shall be deposited,
from time to time, to the credit of the Association in banks,
trust companies, and other depositories as the Board of Directors
designates and approves.
Article X: Dissolution
Upon the dissolution of the Association, the board of Directors
shall, after paying or making provisions for the payment of all
the liabilities of the corporation, dispose of all the assets
of the Association exclusively for the purposes of the Association
in such manner, or to such organization or organizations organized
and operated exclusively for charitable, educational, or scientific
purposes as shall at the time qualify as an exempt organization
or organizations under section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provisions of any future United
States Internal Revenue Law), as the Board of Directors shall
determine. Any such assets not so disposed of shall be disposed
of by the Circuit Court of the county in which the principal office
of the Association is then located, exclusively for such purposes
or to such organization or organized and operated exclusively
for such purposes.
Article XI: Restrictions on Operation
Section 1: No part of the assets of the Association shall remit
to the benefit of, or be distributed to its members, officers,
or other persons except that the Association shall be authorized
and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes
as set forth in Article III herein.
Section 2: No substantial part of the activities of the Association
shall be the
Carrying on of propaganda or otherwise attempting to influence
legislation, and the Association shall not participate in or intervene
in (including the publishing or distribution of statements) any
political campaign on behalf of or against any candidate for public
Section 3: Notwithstanding any other provisions of these by-laws,
the Association shall not carry on any other activities not permitted
to be carried on by a corporation exempt from federal income tax
under Section 501(c)(3) of the Internal Revenue Code (or the corresponding
provisions of any further United States Internal Revenue Code.)
Article XII: By-Laws
Section 1: Amendments
These by-laws may be amended when necessary by a majority of the
Board at a properly convened meeting. Proposed amendments must
be provided to Directors at least 5 business days before the meeting
at which they will be considered.
Section 2: Interpretation
The Board of Directors’ interpretation of the by-laws shall
be considered the correct interpretation when reached by majority
Section 3: Implementation
These by-laws shall become effective immediately upon adoption.