Bylaws
Duly adopted: December 10, 1999
ARTICLE A.
Section 1 – NAME
The name of the organization shall be the Illinois Cooperative Council (hereafter called ICC or the Council).
ARTICLE B.
Section 1 – PURPOSE OF ORGANIZATION
The purpose of the ICC is:
1. Through educational efforts, strive to create awareness, a sense of value, and an appreciation of the contributions cooperatives provide agriculture and the general public,
2. To organize and sponsor specific programs and events designed to promote the scope and effectiveness of rural based cooperatives, and
3. To focus on topics and issues that affect the growth and development of cooperatives.
Section 2 – MISSION STATEMENT
“An Association representing the interests of rural based agricultural cooperatives, and working to enhance, educate, and promote the cooperative way of doing business in Illinois.”
ARTICLE C.
MEMBERSHIP
Section 1 – GENERAL:
There are two categories of membership.
The first category (Category I), hereafter referred to as “Statewide Members” is open to statewide cooperatives, membership organizations, or other entities that have a vital interest in cooperatives and that are not affiliated with any current Statewide Member.
The second category (Category II), hereafter referred to as “Advisory Members” is open to educational institutions and support organizations.
The charter members are:
Category I – Statewide Members
Association of Illinois Electric Cooperatives
CoBank, ACB
Farm Credit Services
Farmland Industries, Inc.
GROWMARK, Inc.
Illinois Agricultural Association
Illinois Milk Producers’ Association
Interstate Producers Livestock Association
Land O’Lakes
Additional organizations may be added to this category.
Category II – Advisory Members
Illinois Association of Community College Agricultural Instructors (IACCAI)
Illinois Association of Vocational Agriculture Teachers (IAVAT)
Illinois State University
Southern Illinois University
University of Illinois
USDA Rural Development
Western Illinois University
Additional institutions or agencies may be added to this category.
Section 2: New Members:
Organizations may apply for membership in the appropriate membership category provided that the approval of such organization shall require a majority vote of the ICC Statewide Members and Advisory Members, present and voting at any ICC board of directors meeting.
Notice will be given to all existing members in good standing, for the consideration of a new member. The notice shall be mailed at least 30 days prior to the meeting at which the membership vote is to be taken.
ARTICLE D: MEETINGS OF MEMBERS
Section 1 – Annual Meeting.
An annual meeting of the Members shall be held on a date to be fixed by the Directors each year. Such meeting shall be held between the first day of January and the 31st day of December in each year, at such time, and at such place as shall be designated by the Directors. Notice of the time and place of the annual meeting shall be given in the notice provided in Section 3 of this Article. At such meeting shall be held the annual election of Directors of the Council, and the Members shall pass on reports covering the preceding fiscal year and may transact such other business as may come before the meeting. If the election of Directors shall not be held on the day designated by the Directors, or at any adjournment of such meeting, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as conveniently may be. Failure to hold the annual meeting at the designated time shall not work a forfeiture of the ICC or its charter.
Section 2 – Special Meetings.
Special meetings of the Members may be called by the Chairman of the Board, the Board of Directors, or by at least twenty percent (20%) of all the Members and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the Members may be held at any place within the State of Illinois, specified in the notice of the special meeting.
Section 3 – Notice of Members’ Meetings.
Written or printed notice 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 ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or by the persons calling the meeting, to each Member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Member at its address as it appears on the records of the Council, with postage thereupon prepaid. The failure of any Member to receive notice of an annual or special meeting of the Members shall not invalidate any action which may be taken by the Members at any such meeting.
Section 4 – Quorum.
The presence of representatives of Members, selected as provided in Section 5 of Article D, representing at least one-half of the total number of the Members of the ICC, shall constitute a quorum for the transaction of business at all meetings of the Members, provided, that if less than one-half of the total number of Members are represented at any such meeting a majority of the said Members present may adjourn the meeting from time to time without further notice.
Section 5 – Voting.
Each member shall be entitled to one (1) vote upon each matter, submitted to a vote at a meeting of the Members. At all meetings of the Members at which a quorum is present all questions shall be decided by a vote of a majority of the Members voting thereon in person. There shall be no voting by mail or by proxy. The vote of each Member shall be cast only by its authorized representative. If the representative so appointed is unable to act for any reason, then the alternate representative of such Member may represent and cast the vote of such Member. Each Member shall file with the Secretary of the Council such forms as required by the ICC stating the names of its representative and alternate representative. Each Member, may at any time, terminate the appointment of its representative or alternate, and it shall thereupon notify the Council of such action by an instrument in writing. If a Member has no representative or alternate, the President of the Board or Chairman of the Board of such Member may represent and cast the vote of such member. The representative or alternate or President of the Board or Chairman of the Board of each Member shall be deemed authorized to vote as he or she sees fit on all matters submitted to a vote of the Members of the ICC unless such Member shall, by an instrument in writing executed by its President of the Board or Chairman of the Board and Secretary pursuant to a resolution adopted by its Board of Directors, specifically limit the voting power of such representative or alternate or President of the Board or Chairman of the Board.. Nothing contained in this section shall affect the validity of any action taken at the meeting of the Members. At all meetings of the ICC each Member shall be entitled to have both a representative and an alternate representative present.
Section 6 – Order of Business.
The order of business at the annual meeting of the Members, and so far as possible at all other meetings of the Members, shall be essentially as follows:
1. Ascertaining that a quorum is present.
2. Reading of the notice of the meeting and proof of the due publication or mailing thereof, or the waiver or waiver of notice of the meeting, as the case may be.
3. Approval of minutes of previous meetings of the Members and the taking of necessary action thereon.
4. Presentation and consideration of, and acting upon, reports of officers, directors, and committees.
5. Election of Directors.
6. Unfinished business.
7. New business.
8. Adjournment
Section 7 – Procedure.
At all meetings of Members of the ICC, questions of parliamentary procedure shall be determined by Robert’s Rules of Order, such edition to be followed shall be at the sole discretion of the Parliamentarian; provided, however, that such rules and the order of business at any meeting may be suspended by a vote of two-thirds (2/3) of the Members represented at any duly constituted meeting and that by such vote the Members may determine the rule to be applied in respect to any specific question then before the meeting.
ARTICLE E. DUES AND ASSESSMENTS
Section 1 – The ICC will make dues assessments to each Statewide Member.
The amount will be determined annually by the board of directors.
The dues assessments will be due upon a date established by the board of directors.
Section 2 – The ICC, from time to time, may sponsor cooperative functions which will require a registration and enrollment fee to cover expenses. Where possible, these functions should be set up so that any excess funds are transferred to the account of the ICC. Likewise, should the registration and enrollment fees not be adequate to cover all expenses, these should be reimbursed out of funds in the treasury. Should there not be sufficient funds in the ICC treasury to meet these expenses. then a special assessment may be made of each Statewide Member.
Special assessment does not have any bearing on Article E Section 1.
The special assessments will be approved by a majority of the board of directors present and voting and will require advance notice of 30 days prior to the vote.
Section 3 – Dues will be prorated. A new Statewide Member approved to join during the three-month period immediately prior to January 1, may pay dues for the (12) months beginning January 1, however the entire dues amount must be received at the time of joining. Any Statewide Member joining at any other time will pay a pro-rated membership fee until January 1, at which time a full twelve (12) months fee will be due and payable.
ARTICLE F. DIRECTORS
Section 1 – Qualifications and appointment of Directors:
Each Category I and II Member of the ICC shall be entitled to have a director on the ICC board of directors.
A representative of each member organization shall be appointed by that organization and ratified as a director of the ICC by the Board of Directors of the Council.
The member organization must have paid their membership dues pursuant to an ICC board policy, for the director to serve and cast his or her vote in any meeting.
Section 2 – General Powers of the Directors:
The business and affairs of the ICC shall be managed by a Board of Directors. Said Board shall exercise all the powers of the ICC except such as are by law or by these Bylaws conferred upon or reserved to the Members. The Board of Directors of the ICC shall consist of not less than three directors nor more than the total number of Category I and II Members of the ICC.
Section 3 – Tenure of Directors and Alternates
Directors shall serve for terms of two years, except as follows: Directors elected and commencing service with the first meeting of the Board of Directors following the Annual Meeting of the Members of the year 2000 shall be divided into Members serving one year and Members serving two years, by lot. Their respective successors shall serve for two years. A Directors shall be eligible for re-election at the expiration of his term of office. No person shall be eligible for election to the office of Director who is not a Director or employee of a Category I or II Member at the time of his election. If any Director representing a Category I or II Member shall cease to be a Director or employee of that Member, his office shall be deemed vacant, and such vacancy shall be filled as in the case of other vacancies. Nothing in this section contained shall or be construed to, affect in any manner whatsoever the validity of any action taken at any meeting of the Board of Directors.
An alternate to represent a Category I or II Member as a Director at any meeting of the Board of Directors of the ICC in case of the inability of the duly elected Director to attend such meeting shall be appointed in the same manner and at the same time as its Director is appointed and ratified. An Alternate Director shall serve for the same term as such Director and shall be deemed to be the Director of the ICC when in attendance at any meeting of the Board of Directors of the ICC from which such Director is absent, but shall have no power or authority to so act if such Director is present at such meeting.
Provisions of these Bylaws in respect to the qualification and tenure, removal, vacancies, and compensation and expenses shall apply to alternates.
Section 4 – Removal of Officers and Directors
Any Member may bring charges against an Officer or Director by filing them in writing with the Secretary, together with a petition signed by not less than five (5) of the Members, requesting the removal of the Officer or Director in question. The charges shall be heard and voted upon at the next regular or at a special Meeting of the Members of the ICC. The Director or Officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against him shall have the same opportunity. Should any such charges be sustained by a two-thirds (2/3) vote of the Category I and II Members of the ICC, such office shall be declared vacant, and the person removed therefrom shall not be deemed eligible for election to fill the vacancy so created.
Section 5 – Vacancies
Vacancies occurring in the Board of Directors, whether by death, removal, resignation, or disqualification of a Director, or otherwise, shall be filled by the appointment of their respective member organization and ratified by the ICC board.
Section 6 – Compensation and Expenses of Directors
Directors shall receive no salary for their services as Director.
Section 7 – Rules and Regulations
The Board of Directors shall have power to make and adopt such rules and regulations as it may deem advisable for the proper management, administration, and regulation of the business and affairs of the ICC.
Section 8 – Accounting System and Reports
All accounts of the ICC shall be examined by the Audit and Budget Committee of the Board of Directors which shall render reports as directed by the Board of Directors, but not less often than annually. The Board of Directors shall also after the close of each fiscal year cause to be made a full and complete audit of the accounts, books, and financial conditions of the ICC as of the end of such fiscal year.
ARTICLE G. OFFICERS AND DUTIES
Section 1 – The officer positions shall be Chairman, Vice Chairman, Secretary, and Treasurer.
Section 2 – The officers shall be elected by a majority vote of all directors, present and voting at the board meeting immediately following the annual meeting.
Section 3 – Officers shall assume their duties at the end of the board meeting at which they are elected.
Section 4 – The duties of Chairman shall be:
A. To preside at meetings of the ICC.
B. To call special meetings of the ICC, when deemed necessary.
C. To serve as chairman of the Executive committee.
D. To appoint special and standing committees which may include persons other than committee members.
E. To serve as an ex-officio member of all standing and special committees.
Section 5 – The duties of Vice Chairman shall be:
A. To preside over meetings in the absence of the chairman.
B. To oversee subcommittee activities and monitor their progress.
C. To perform other duties as assigned by the chairman.
Section 6 – The duties of the Secretary shall be:
A. To provide for the keeping of all ICC records, legal documents, minutes, member directories, etc…
B. To aid the chairman and vice chairman in the conduct of ICC business.
C. To be responsible for the preparation/distribution of the newsletter, or supervise the appointee.
Section 7 – The duties of the Treasurer shall be:
A. To provide for the keeping of all financial records and make such reports as deemed necessary.
B. To prepare an annual budget for presentation and approval of the membership.
C. To maintain bank checking and/or savings accounts for funds of the ICC.
D. To prepare, or cause to be prepared, necessary tax documents annually.
E. To process assessments for regular dues, or special assessments.
Section 8 – The Executive Committee:
A. The Executive committee shall consist of the chairman, vice chairman, secretary, and treasurer.
B. The Executive committee shall be authorized to act on behalf of the entire ICC during interim periods, with provisions that this action is subject to review and ratification at the next regularly scheduled meeting.
C. The Executive committee may be empowered by the entire board to act in specifically defined instances and situations.
D. The Executive committee may call special meetings of the ICC board when deemed necessary.
Section 9 – Officer Vacancies
A. In case of a vacancy created by resignation or death, the Executive Committee shall appoint an existing qualified board member to the position, to serve the remainder of the term upon the ratification by the ICC board at the next regular meeting.
ARTICLE H. COMMITTEES
Section 1 – Standing Committees shall be:
A. Cooperative Education
B. Cooperative Information
C. Cooperative Awards and Recognition
D. Executive Committee
E. Audit and Budget Committee
Section 2 – Special Committees may be appointed by the Chairman as needed.
ARTICLE I. MEETINGS OF DIRECTORS
Section 1 – Regular Meetings.
A regular meeting of the Board of Directors shall be held without notice other than this Bylaw, immediately after the annual meeting of the Members for the purpose of electing officers and transacting such other business as may come before the meeting. A regular meeting of the Board of Directors shall also be held at such time and place as the Board of Directors may provide by resolution.
The ICC board of directors shall meet a minimum of four times per year.
Section 2 – Special Meetings.
Special meetings of the Board of Directors may be called by the Chairman of the Board, Executive Committee, or by petition signed by twenty percent of the Board of Directors of the ICC. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place for the holding of any special meeting of the Board of Directors called by them.
Section 3 – Presence of Persons Other Than Directors.
At all regular and special meetings of the Board of Directors, the duly authorized representative or alternate representatives of the Category I or II Members, shall be entitled to be present and have a voice in the proceedings. All Category I and II Directors of the ICC in good standing shall be entitled to vote.
Section 4 – Notice.
Notice of the time, place, and purpose of any regular or special meeting of the Board of Directors shall be given at a reasonable time prior to the meeting, shall not be less than 5 days notice. Notice shall be delivered personally or by telephone, mail, telegram, fax, or electronic mail to each individual Member of the Board at his last known address and to each Category I and II Member at its principal place of business. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except in case a Director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
In the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five days before the date of the meeting either personally or by mail, by or at the direction of the Chairman, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meetings. 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 corporation.
Section 5 – Quorum.
A majority of the Board of Directors present shall constitute a quorum for the transaction of business at any meeting.
Section 6 – Manner of Acting.
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.
ARTICLE J. FISCAL YEAR
Section 1 – A calendar year period has been adopted as the ICC’s fiscal year.
ARTICLE K. REGISTERED OFFICE/ADDRESS
Association of Illinois Electric Cooperatives
6460 South Sixth Street Road
Springfield, Illinois 62707
PO Box 3787
Springfield, Illinois 62708-3787
ARTICLE L. REGISTERED AGENTS
President and CEO of AIEC
AIEC General Counsel
ARTICLE M. BYLAW AMENDMENTS
Section 1 – The bylaws of the ICC shall be reviewed at the first meeting of the calendar year.
Section 2 – Changes in the bylaws may be made (as outlined in Article F, Section 2) provided the proposed change(s) in the bylaws were stated and clearly defined in the call/notice of the meeting at least 30 days prior to the meeting. Otherwise, it must be carried over to the next regular meeting.