These will be presented
to the membership at the Annual Conference.
The name of this organization shall be the Illinois Association
The principal office of the Association shall be in Sangamon County,
Illinois. The principal office shall be the repository of all
records, files, papers, and documents pertaining to the business
of the Association. The Association may have such other and additional
offices as may from time to time be designated by its Board of
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 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.
The Association shall assist member institutions to increase knowledge
of professional skills in accepted practices, to preserve and
interpret collections, to disseminate technical and scholarly
information, and to increase audience participation.
Assistance can be given by the Association through seminars, consultation
service, correspondence and telephone contact, dissemination of
ideas through a newsletter, matching grants, and by providing
a forum for the discussion of matters of common interest by and
between member organizations.
The Association Board of Directors shall develop a network of
cooperation with regional and national organizations with similar
In furtherance of the purposes described herein, but not in limitation
thereof, the Association shall have the power to accept grants,
gifts and donations, to collect and disseminate statistics and
other information, to conduct research, to engage in various fund
raising activities, to conduct promotional activities including
advertising and publicity in or by any suitable manner or media
and to hold such property as is necessary to accomplish its purposes.
Membership and Dues
Section 1: Membership
Any museum, organization, or individual may become a member of
the Association upon payment of annual dues as set by the Board
of Directors of the Association.
Section 2: Dues
Dues are payable yearly. Members in arrears more than three months
after payment is due shall be dropped from membership.
Section 3: Fiscal Year
The fiscal year of the Association shall run from July 1 to June
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 consist of a President, Immediate
Past President, Vice President, Secretary, and Treasurer who shall
be elected for terms of two years; fifteen Regional Directors,
three from each regions, who shall be elected for terms of three
years, and three Directors-at-Large who shall be elected for terms
of three years, with one Director-at-Large and one Regional Director
from each region being elected 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.
Section 3: Ex-Officio Directors
The ex-officio Directors shall include the Director, or designated
representative, and the head of the Local History Services Office
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 4: Meetings
The Board of Directors shall meet at least four times yearly (one
time may be the annual meeting) to discharge their responsibilities
as given in these by-laws. Special meetings of the Board may be
called by the President.
Section 5: Quorum
For the purposes of conducting business, the presence of eight
voting Board members shall constitute a quorum.
Section 6: 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 7: Vice-President
The Vice-President shall, in the absence, resignation, or incapacity
of the President, assume the duties of the President.
Section 8: 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, shall maintain a roster of all members
of the Association, and shall keep on file all documents, communications,
and other papers relating to the business of the Association.
Section 9: Treasurer
The Treasurer shall be responsible for the keeping of an accurate
record of all financial transactions of the Association and shall
authorize and approve the expenditure of the Association funds.
Section 10: Directors-at-Large
Directors-at-Large shall serve the needs of the statewide membership
in accordance with the policies of the Association.
Section 11: Regional Directors
Regional Directors shall report upon activities in their region
at board meetings and in the Association newsletter as appropriate,
and report on Board activities to their respective regions.
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 or
a duly authorized proxy. Mail ballots may be authorized by the
board in a manner determined by the Board.
Section 2: Nominating Committee
A nominating committee appointed by the President shall select
candidates for office. The Committee will present the slate of
candidates to the Board at least two months prior to the annual
meeting. The recommended slate will be distributed to the membership
at least one month prior to the annual meeting and election.
Section 3: Nominations
Nominations may be made by any member of the Association at any
time 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 member or institutional representative shall have one vote.
Section 6: Representation
No more than six elected persons from a single region shall serve
simultaneously on the Board of Directors.
Section 7: Starting Date
Officers and directors shall take office at the close of the annual
meeting at which they are elected.
Section 8: 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 9: Removal
Removal of members from the Board of Directors may be recommended
to the representative agency in case of ex-officio members and
to the Association Board of Directors in case of elected officer,
regional directors and directors-at-large, for absence from three
consecutive board meetings. The Board of Directors shall take
action upon such recommendations at its next regularly scheduled
Section 1: Executive Committee
An Executive Committee shall be comprised of the President, Vice-President,
Treasurer, Secretary, and the Directors-at-Large. The head of
the IHPA Local History Services Office will be an ex-officio member
of the Executive Committee. The Executive Committee shall conduct
the business of the Association between meetings of the Board
Section 2: Standing and Special Committees
The President shall appoint such standing and special committees
as the President deems necessary and useful to carry out the purposes
of the Association.
General Membership Meetings
Section 1: An annual business meeting of the Illinois
Association of Museums shall be held.
Section 2: The Association may, in addition, sponsor
meetings and/or workshops in any, or all, of the Association regions.
Section 3: The number of those dues paying members present
at a duly published meeting shall constitute a quorum.
Regions of the Association shall be set by the Board of Directors
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
selects and approves.
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.
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 office.
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.)
Section 1: Amendments
These by-laws may be amended at the annual meeting by two-thirds
vote of members present, provided notice was given at least thirty
days in advance of the meeting. Members may vote through their
representative or duly appointed proxy. All proposed amendments
shall be submitted in writing by the proposer to the Association
Board for submission to the membership. Mail ballots may be authorized
by the Board in a manner determined by the Board.
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.
and approved 10/24/01