| 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 Illinois
shall be located in the City of Springfield and County of
Sangamon.
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 "Illinois".
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 three classes to be called Retail,
Associate and Affiliate 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
- 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
- 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.
- 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
- Any person or entity engaged in the business of selling
merchandise, equipment or services to retail members.
(c) AFFILIATE MEMBER
- 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
- 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.
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 his 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 nay 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 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 Vice President 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
United States mail addressed to the member at his address as it
appears on the records of the Association, with postage thereon
paid.
Section 5. QUORUM. A majority of retail members present
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 annual 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 his retirement from
office as president and shall serve as a Director until his
successor as president shall become a past-president and shall
qualify as a Director.
b. ELECTED OFFICERS. The elected officers of the
Association shall be Directors of the Association during their
term of office, except that officers of the Association who are
also members of the executive staff of the Association shall not
be Directors.
c. DIRECTORS-AT-LARGE. There shall be a minimum of
thirteen Directors-at-large who shall serve for a term of
three(3) years or until his or their successor or successors
shall have been elected and qualified. No director-at-large
shall serve more than two (2) full consecutive three-year terms,
but he/she shall be eligible for re-election as a
director-at-large after an intervening three-year term has
elapsed. The Directors-at-large 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 one Director
appointed from the Associate Advisory Council.
Section 3. REGULAR MEETINGS. The annual meeting of the
Board of Directors shall be the first such 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 Illinois, for the holding of
additional regular meetings without other notice than such
resolution.
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 Illinois, for the holding of any
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 his business
address or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail in a
sealed envelope so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph
company. Any Director may waive notice of any meeting. The
attendance of a Director at any meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened. neither the business to be transacted at, nor the
business of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of such
meeting.
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 his predecessor in office and until his
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 Vice President 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 Vice President by resolution.
Section 11. EXECUTIVE COMMITTEE. The President of the
Association shall be authorized to appoint from the membership of
the Board of Directors, subject to approval of the Board of
Directors, an Executive Committee which shall consist of not less
than two (2) or more than five (5) members of the Board of
Directors and the President, Vice-President and Treasurer of the
Association.
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 COMMITTEE. The President of the
Association is authorized to appoint from the membership of the
Association a standing committee consisting of not less than
three (3) nor more than five (5) members to serve at his
pleasure, which Committee shall be known as a Budget and Finance
Committee. This Committee shall report to the Board of Directors
and is authorized to prepare the annual budgets for the
Association and to consider and 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.
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 Immediate Past-President of the Association
shall represent the Association as Director of the National
Lumber and Building Material Dealers Association for a term of
two (2) years or until his/her successor shall have been elected
and qualified. There may be elected one (1) alternate for the
above Director to serve for a term of two (2) years or until his
successor may have been elected and qualified. The Executive
Vice President of the Association shall also 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, a Secretary, a Treasurer, one or
more Assistant Secretaries or Treasurers 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 President,
Vice-President and Treasurer of the Association shall be elected
by the Board of Directors to serve for a term of two years or
until his/her 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 or any office of each officer shall begin
on January 1st immediately following his election and each
officer shall hold office for his/her term or until his/her
successor shall have been duly elected and qualified, or until
his/her death, or until he/she shall resign, or shall have been
removed 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 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
authorized by the Board of Directors, any deeds, mortgages
gages, 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. In the absence of the President
or in the event of his inability or refusal to act, the
Vice-President, or in the event of his inability or refusal 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. The Vice-President
may perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
The Board of Directors may delegate any or all of these
responsibilities to the Executive Director by resolution.
Section 7. SECRETARY. The Secretary shall (a) act as
Secretary at all meetings of the members and the Board of
Directors and shall keep the minutes of the members' and Board of
Directors' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; be
custodian of the corporate records; (d) keep a register of the
post office address of each member which shall be furnished to
the Secretary by such member;
(e) to issue to each member a certification and card of
membership upon such member being entitled thereto; (f) in
general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to
him/her by the President or by the Board of Directors.
Section 8. ASSISTANT TREASURER AND ASSISTANT SECRETARY. In the
absence of the Treasurer or Secretary or in the event of their
inability to act, the Assistant Treasurer or Assistant Secretary,
respectively, shall perform the duties of the Treasurer or
Secretary.
Section 9. EXECUTIVE VICE PRESIDENT. The Board of Directors
shall employ an Executive Vice President who shall serve as
Secretary-Treasurer, unless otherwise designated by the Board of
Directors, and the chief administrative officer of the
Association, subject to the direction of the President, and who
shall perform such other duties as may be delegated to him/her by
the Board of Directors. The compensation of the Executive Vice
President shall be set by the Board of Directors. The Executive
Vice President shall be responsible for the ongoing operations of
the Association, including all personnel decisions.
Section 10. ASSISTANT EXECUTIVE DIRECTOR. The Executive
Vice President may from time to time employ an Assistant
Executive Director upon such terms as are established by the
Executive Vice President. The Assistant Executive Director shall
serve as the Assistant Treasurer and Assistant Secretary of the
Association, unless otherwise designated by the Board of
Directors.
Section 11. COMPENSATION. Elected officers shall not
receive any stated salaries for their service as elected
officers, 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 Executive Committee, Board
of Directors or membership of such other Association activities
as are provided for in the expense policy or guidelines. Gifts,
awards or gratuities to elected officers are not precluded by
this section.
ARTICLE VIII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Board of Directors may authorize
any officer or officers, agent or agents, 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. LOANS. No loans shall be contracted on behalf
of the Association and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confined to
specific instances.
Section 3. 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 Association, shall be
signed by any tow of the Executive Vice President, Assistant
Executive Director and the Executive Administrative Assistant or
such other officer or officers, agent or agents, of the
Association and in such manner as shall from time to time be
determined by the resolution of the Board of Directors.
Section 4. DEPOSITS. All funds of the Association not
otherwise employed shall be deposited from time to time to the
credit of the Association in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE IX
INDEMNIFICATION
Each Director and officer of the Association now or
hereafter in office and the heirs, executors and administrators
thereof shall be indemnified by the Association against all
costs, expenses and amounts of liability therefore, including
counsel or attorney fees reasonably incurred by or imposed upon
such Director or officer in connection with or resulting from any
action, suit, proceeding or claim to which the Director or
officer may be made a party or in which such director or officer
may be or becomes involved by reason of acts or omission or
commission or alleged acts of commission as such Director or
officer or subject to the provisions hereof any settlement
thereof whether or not such Director or officer continues to be
such Director or officer at the time of incurring such costs,
expenses or amounts and whether or not the action or omission to
act on the part of such Director or officer which is the basis of
such suit, action proceeding or claim occurred before or after
the adoption of this bylaw provided that such indemnification
shall not apply with respect to any matter as to which such
Director or officer shall be finally adjudged in such action,
suit or proceeding to have been individually guilty of willful
misfeasance or malfeasance in the performance of his/her duty as
such Director of officer; and provided further that the
indemnification herein provided shall, with respect to any
settlement of such suit, action, proceeding or claim include
reimbursement of any amounts paid and expenses reasonably
incurred in settling any such suit, action, proceeding or claim,
when in the judgment of the Board of Directors of this
Association.
The foregoing right of indemnification shall be in addition to
and not exclusive of any and all other rights as to which any
such Director or officer may be entitled and shall apply either
to civil or criminal proceedings.
ARTICLE X
BUSINESS AFFAIRS
Section 1. FISCAL YEAR. The fiscal year of the Association
shall begin on the first day of January or each year and end on
the thirty first day of December of each year.
Section 2. RULES OF ORDER. Robert's Rules of Order, Latest
Edition, shall be the authority governing all meetings when not
in conflict with these bylaws.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under
the provisions of these bylaws or the provisions of the
Articles of Incorporation or under the provision of the
General Not for Profit Corporation Act of the State of
Illinois, waiver thereof in writing, signed by the person or
persons entitled to such notice, either before or after the
time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XII
MERGER OF ACQUISITION
Nothing in these bylaws shall preclude the merger of this
Association with any other association within or without the
State of Illinois if the Board of Directors concludes that such
merger would be in the best interest of the members of the
Association. Nothing in these bylaws shall preclude the
acquisition by this Association of any other association within
or without the State of Illinois if the Board of Directors
concludes that such acquisition of such other association would
be in the best interest of the members of the Association.
ARTICLE XIII
AMENDMENTS
These bylaws may be altered, amended or repealed and the new
bylaws may be adopted at any meeting of the Board of Directors of
the Association by a majority vote of the Directors present at
the meeting.
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