BYLAWS
of
the
ILLINOIS
LUMBER & MATERIAL DEALERS ASSOCIATION, INC.
ARTICLE
1
ORGANIZATION
OF ASSOCIATION
Section
1. NAME.
The name of this Association shall be ILLINOIS LUMBER AND MATERIAL
DEALERS ASSOCIATION, INC., and the principal office of the Association in the
State of
Section
2. SEAL.
This Association shall have a corporate seal, which shall have inscribed
on it the corporate name of the company and the word "
ARTICLE
II
OBJECTS
Section
1. The objects of this Association shall
be those enumerated in the Articles of Incorporation, and in furtherance
thereof, no rules, regulations or bylaws shall be adopted in any manner
stifling competition, limiting production, restraining trade, regulating prices
or pooling profits, inconsistent with any federal or state statutes.
ARTICLE
III
MEMBERSHIP
Section
1. CLASSES OF MEMBERS. The membership of this Association shall
consist of four classes to be called Retail, Associate, Affiliate and Political
members.
Section
2. MEMBERSHIP REQUIREMENTS. Any person, firm or corporation may become a
member of this Association if they meet the criteria for membership, submit a
written application and pay the dues prescribed by the Board of Directors. Criteria for membership in the Association
shall be:
(a)
RETAIL MEMBER
1. Any person or entity maintaining a permanent
retail establishment properly equipped and adequate for servicing and selling
to the public at retail and not primarily for the member's own consumption; and
2. Having an office, retail outlet, storage
yard(s) and warehouse(s) open during normal business hours, with facilities
commensurate with the nature of the building material business and who carry
any one or more of an inventory of lumber, building materials, millwork or
hardware for the purpose of selling at retail.
3. All regular members of the Association prior
to January 1, 1990, may maintain membership as a Retail Member so long as they
continue to operate in a manner and area of business consistent with their
operations at the time they became a regular member.
(b)
ASSOCIATE MEMBER
1. Any person or entity engaged in the business
of selling merchandise, equipment or services to Retail Members.
(c)
AFFILIATE MEMBER
1. Any person or entity whose business is
affiliated with the lumber, building material, millwork, or hardware industries
who is not a Retail or Associate Member of the Association; or
2. Any person who was an officer, director or
held an ownership interest in a Retail or Associate Member but who no longer
acts in that capacity: or
3.
Any person or company that has retired from the industry but wishes to maintain
affiliation with the association and its members and events.
(d)
POLITICAL MEMBER
1.
Any person or entity whose business is affiliated with the lumber, building
material, millwork, or hardware industries who is not a Retail , Associate or
Affiliate Member of the Association but wishes to support the goals and
objectives of the association through involvement in its political action
initiatives and programs.
Section
3. REVIEW OF APPLICATION. The Board of Directors or, between meetings
of the Board, the Executive Committee, shall determine whether applicants have
met the requirements for one of the classifications of membership as set forth
in this Article.
Section
4. DUES.
The Board of Directors shall periodically establish the dues for
membership in the Association. These
dues may vary based upon membership classification. Any Retail Member who operates more than one
yard in Illinois and who has been a Retail Member for more than one year shall
be required to pay the dues approved by the Board of Directors for each yard or
similar facility for which the services and benefits of the Association are
provided.
Section
5. RECLASSIFICATION OF MEMBERSHIP. Any member may at any time apply for
reclassification of membership. These
applications shall be reviewed and considered as provided for in Section 3 of
this Article. The filing of or rejection
of a request for reclassification shall not in and of itself result in the loss
or modification of the existing membership status.
Section
6. TERMINATION OF MEMBERSHIP.
(a)
RESIGNATION. Any member may withdraw
from the Association by presenting a resignation in writing to the Board of
Directors, such resignation to be effective upon receipt by the Board of
Directors. Resignation of a member shall
not excuse the payment by such member of any back dues and assessments that may
be delinquent.
(b)
NON‑PAYMENT OF DUES. Any member in
default in the payment of dues shall be suspended from all privileges of
membership, and if, after notice, such default shall not be corrected within a
period of ninety (90) days, the membership of such member shall automatically
cease and terminate.
(c)
EXPULSION. Any member may be removed
from membership or otherwise disciplined by a majority vote of the Board of
Directors at any regular or special meeting of the members called for such
purpose for failing to meet the criteria for membership established in this
Article, for actions which jeopardize the Association, its assets or membership
and for such other cause as the members find to be contrary to the purposes and
policies of the Association. However, no
member can be removed for cause without first having been served with written
notice of the allegations against the member, having been given the opportunity
to produce and cross‑examine witnesses and to otherwise be heard at the
meeting at which such vote is taken.
Specific guidelines for the conduct of all such hearings shall be
developed and distributed by the Executive Director of the Association.
ARTICLE
IV
MEETINGS
Section
1. ANNUAL MEETINGS. An annual meeting of the Retail Members shall
be held at the same time and location as the annual meeting of the Board of
Directors or at such other place and on such other dates as may be determined by
the Board of Directors. The annual meeting
shall be held for the purpose of electing the appropriate number of directors,
hearing a status report on the Association, for approval of the financial
statements of the Association and for such other purposes as may be specified
in the call of the meeting.
Section
2. SPECIAL MEETINGS. Special meetings of the Retail Members may be
called by the President or by the Board of Directors or by not less than one‑fifth
of the Retail Members of the Association.
Section
3. PLACE OF MEETING. The Board of Directors may designate the day
and place, either within or without the State of Illinois, as the day and place
of meeting for any annual meeting of the Retail Members or for any special
meeting of the Retail Members called by the Board of Directors.
Section
4. NOTICE OF MEETINGS. Written or printed notices stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than five
(5) nor more than forty (40) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officers or persons calling the meeting, to each member
entitled to vote at such meeting. If
mailed such notice shall be deemed to be delivered when deposited in the
Section
5. QUORUM. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Retail Members
of the Association.
Section
6. VOTING. Any Retail Member present at the membership
meeting may vote on matters coming before the membership. Each Retail Member shall have one vote,
notwithstanding that the member may have more than one line yard. Only Retail Members shall be entitled to a
vote at any meeting of the Retail Members of the Association.
ARTICLE
V
DIRECTORS
Section
1. GENERAL POWERS. The business and affairs of the Association
shall be managed by its Board of Directors.
Section
2. NUMBER, TENURE AND
QUALIFICATIONS. The Board of Directors
shall consist of not less than thirteen (13) persons who are Retail and
Associate Members of the Association.
The Board shall be made up of the following:
a. PAST‑PRESIDENT. The immediate Past President of the
Association shall become a Director upon retirement from the office of
President and shall serve as a Director for an additional two terms, (4) years beyond the years of Presidency.
b. ELECTED OFFICERS. The elected officers of the Association shall
be Directors of the Association during their term of office, except those
officers of the Association who are also members of the executive staff of the
Association shall not be Directors. Each
officer’s term shall be two years.
c. DIRECTORS.
There shall be at least nine (9) Directors who shall serve for a term of
three (3) years or until a successor or successors shall have been elected and
qualified. No Director shall serve more
than two (2) full consecutive three‑year terms, and shall be eligible for
re‑election as a Director after an intervening one‑year
term has elapsed. The Directors shall be
elected, as necessary, by the Retail Members present at the annual meeting of
members. Notice shall be provided to Retail Members of the nominations for the
position of Director at the same time as the notice of meeting required by
Article IV, Section 4.
d.
ASSOCIATE DIRECTOR. There may be two
Directors appointed from the Associate Member Class.
Section
3. REGULAR MEETINGS. The annual meeting of the Board of Directors
shall be the last meeting of the Board of Directors in a calendar year and
shall be held without other notice than provided in these bylaws at such time
and place as the Board of Directors may prescribe by resolution. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of
Section
4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any seven (7) Directors
who may fix the time and place, either within or without the State of
special meeting of the Board of
Directors called by them.
Section
5. NOTICE. Notice of any special meeting shall be given
at least five (5) days previous thereto by written notice delivered personally
or mailed to each Director at their business address or by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the
Section
6. QUORUM. A majority of the Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors. The act of the majority of
the Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.
Section
7. VACANCIES. Any vacancy occurring in the Board of
Directors may be filled by the Board of Directors itself. A vacancy shall be deemed to exist when a
duly elected or appointed Director resigns or is removed from the position of
Director. A Director elected to fill a
vacancy shall hold office during the unexpired term of a predecessor in office
and until a successor is elected and qualified.
Section
8. REMOVAL. Any Director may be removed from office by a
two‑thirds vote of the Directors present at any annual or special meeting
of the Directors called for any of the reasons specified in Article III,
Section 5 (c) for termination of membership.
However, no Director shall be removed without first being served with
written notice of the allegations against him/her, having been given the
opportunity to produce and cross‑examine witnesses and to otherwise be
heard at the meeting at which such vote is taken. Specific guidelines for the conduct of all
such hearings shall be developed and distributed by the Executive Director of
the Association.
Section
9. COMPENSATION. Directors shall not receive any stated
salaries for their service as Director, but by specific resolution of the Board
of Directors or by the Board's approval of an expense policy or guidelines may
receive a fixed sum or reimbursement for expenses for attendance at regular or
special meetings of the board of Directors or such other Association activities
as are provided for in the expense policy or guide‑lines. Gifts, awards or gratuities to Directors are
not precluded by this Section.
Section
10. POWER TO EMPLOY. The Board of Directors shall have power to
employ accountants, attorneys and such other persons as it shall deem necessary
to advise the Board or the Association, and to fix the compensation therefore
upon such terms and conditions as it shall, by resolution, provide. The Board of Directors may delegate any or
all of these powers to the Executive Director by resolution.
Section 11. EXECUTIVE COMMITTEE. The Executive Committee
shall include the President, Vice‑President, the Treasurer, the
Secretary, the immediate two Past Presidents of the Association and those
individuals serving on the National Lumber and Material Dealers Executive
Committee and/or Board of Directors. The
Executive Committee shall have and exercise the authority of the Board of Directors
in the management of the Association between meetings of the Board of
Directors but the designation of such Committee shall not operate to relieve
the Board of Directors or any individual Director of any responsibility imposed
upon it or him/her by law. The Executive
Committee shall advise the Board of Directors of actions taken by the Executive
Committee between meetings of the Board.
The Executive Director shall be an ex‑officio member of the
Executive Committee.
Section
12. COMMITTEES.
a. BUDGET, & FINANCE AND INVESTMENT COMMITTEE. The President of the Association may appoint
from the membership of the Association a standing committee consisting of not
less than three (3) members to serve as a Budget, Finance and Investment Committee. This Committee shall report to the Board of
Directors and is authorized to review the preparation of the annual budget and
to make recommendations to the Board concerning the bonding of employees, the
investment of surplus funds of the Association, the designation of
depositories, and other matters relating to the expenditure and safeguarding of
funds of the Association.
b. OTHER COMMITTEES. Other committees may be appointed, subject to
the approval of the Board of Directors, by the President, as he deems
necessary. Such committees will be advisory
in nature, shall report to the Board of Directors and shall not take action to
preclude the management of the Association by the Executive Director.
c. PAST PRESIDENTS COUNCIL. The Past Presidents of the Association shall
upon completion of the term as President continue to serve the Association
through a social and advisory Council to be known as the Past President
Council. The function of the Council
shall be to:
a.) seek ways to encourage continued involvement for
those members who have served but are no longer involved at the Board level.
b.) as needed to serve the Board, the Executive
Committee, and the Directors as a technical advisory task force for Board and
other important Association issues
c.) to serve as historians and archivist for the
Association.
Section
13. UNANIMOUS CONSENT. Action by unanimous consent may be taken by
the Board of Directors, in writing, between meetings of the Board.
ARTICLE
VI
NATIONAL
DIRECTORS
Section 1. The President shall nominate and the Board of
Directors shall elect a Board member or past Board member to serve the
Association as Director of the National Lumber and Building Material Dealers
Association for a term of three (3) years or until a successor shall have been
elected. There shall be elected one (1)
alternate for the above Director to serve for a term of three (3) years or
until a successor shall have been elected and qualified. If necessary because
of an inability to attend a meeting by the elected director or the alternate
the Executive Director of the Association shall represent the Association as a
Director of the National Lumber and Building Material Dealers Association.
ARTICLE
VII
OFFICERS
Section
1. NUMBER. The officers of the Association shall be a
President, Vice‑President, Secretary, a Treasurer, one or more Assistant
Secretaries or Treasurers as required and an Executive Director. The offices of Treasurer and Secretary may be
held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The Officers of the Association shall be
elected by the Board of Directors to serve for a term of two years (2) or until
a successor shall have been elected and qualified. Election of officers shall take place at the
last Board of Directors meeting of the calendar year. Vacancies may be filled for the unexpired
term of any office and each officer shall begin on January 1st immediately
following election and each officer shall hold office until a successor shall
have been duly elected and qualified, or until death, resignation, or removal
in the manner hereinafter provided.
Section
3. REMOVAL. Any officer of the Association may be removed
by the Board of Directors for the reasons and pursuant to the procedure
specified for the removal of Directors in the procedure specified for the
removal of Directors in Article
V, Section 8.
Section
4. PRESIDENT. The President shall be the principal elected
officer of the Association. He shall
preside at all meetings of the members or Board of Directors. He may sign, with the Secretary or any other
proper officer of the Association thereunto authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or these bylaws to some other officer or agent of the Association, or
shall be required by law to be otherwise signed or executed, and such other
duties as may be prescribed by the Board of Directors from time to time.
Section 5. VICE-PRESIDENT AND
TREASURER. In the absence of the
President or in the event of the inability or refusal of the President to act,
the Vice‑President, or in the event of the inability or refusal of the
Vice President to act, the Treasurer shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any
Vice‑President or Treasurer may perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
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