IACCE By-Laws
As amended and approved November 6, 2014
           
MISSION
 
Applying the highest standards, IACCE supports the development of chamber professionals by creating opportunities for growth and recognition.
 
ARTICLE I (Name)
Section 1 – Name:
This organization shall be known as the Illinois Association of Chamber of Commerce Executives.
 
ARTICLE II (Fiscal Year)
Section 1 – Fiscal Year
The fiscal year shall be the calendar year.
 
ARTICLE III (PURPOSES)
Section 1 – Purposes
The purposes of this Association are to promote and improve the organizational techniques, professional standards, and efficiency of the executive managers and staff employees of organizations, formed for the general welfare of a community area thereof, state, or sections of the state, such as chambers, associations of commerce and industry or similar civic organizations with similar objectives, and to promote friendly relationships among the executives or chief administrative officers of these organizations and between them and officials of trade organizations and other similar organizations.  In brief:  we aim to make ourselves more useful to our respective organizations and more helpful to one another.
 
Section 2:
To accomplish these purposes, the Association shall facilitate the exchange of information relating to organization management methods and data connected with activities and projects in which organizations employing any of its members may be interested.  Attendance at national institutes for chamber executives and at state and national meetings of the Association executives will be encouraged, together with awards of scholarships or certificates of meritorious service for outstanding performance.  Special studies or subjects to advance the purposes outlined in Section 1 will be encouraged.
 
Section 3:
It shall advocate, develop, or oppose any causes, questions, or matters in the fields of business, state, or community improvements, developments, or protection that a majority of its active membership so vote to do.  It shall also be a function of this Association, either alone or with other similar associations, to engage in efforts to study, stabilize, improve and protect the chamber of commerce management profession on local, state, and national levels.
 
ARTICLE IV (Membership)
Section 1 – Membership:
Persons employed as chief administrative officers, whether salaried or volunteer, or organizations formed for the general welfare of a community, area thereof, state or sections of the state, such as chambers of commerce, associations of commerce and industry, and such others as the board may from time to time designate, shall be eligible for membership.  In addition, any staff may be members on designation by the chief administrative officer.
 
Section 2 –Affiliate Membership:
Employees of commercial firms that deal with chambers of commerce in Illinois shall be eligible for affiliate membership without voting power or the right to hold office.
 
Section 3 – Honorary Membership:
Persons who have achieved state or national distinction or whose vocation affords them opportunity to contribute materially toward fulfillment of the objects of the organization shall be eligible for honorary membership.
 
Honorary members may be elected by the organization at any annual meeting upon the recommendation of the Past Chairs Committee.  Such recommendation shall have the approval of the Board of Directors before it is submitted to the general membership at the annual meeting immediately thereafter.  Such recognition shall be confined to past or present members who have done “something worthy to be remembered,” which made significant contributions to advance our professional standards of service.  They shall not have voting power or be required to pay dues.
 
Section 4 – Termination of Membership:
Membership may be terminated by a written resignation.  Members whose dues are not paid within three months of receipt of the annual membership dues invoice shall be dropped from the roster at the discretion of the executive committee.
 
ARTICLE V (Dues)
Section 1 – Amount – When Payable:
The Board of Directors will prescribe and designate the annual amount of dues for members of the Association and affiliated members.   Annual dues are payable for the year in advance by February 1 of the invoiced year.
 
ARTICLE VI (Officers & Directors)
Section 1 – Officers
The officers of the Association shall be a Chairman of the Board, Chairman-Elect, Immediate Past Chair, First Vice Chair, Treasurer, and each standing committee chair of the organization.  The President shall serve as an officer and be an ex-officio and non-voting member of the Board.  The officers, other than the President, shall either be elected from the members of the Board of Directors or from the general membership at large.  The duties of the officers shall be those of common practice attached to their offices.  All officers shall be active members in good standing and employed by a chamber of commerce, with its corporate address within the boundaries of the State of Illinois.

Section 2 - Board of Directors:
The Board of Directors shall consist of the officers and at least six, but not more than nine, members elected as provided for in Article VII. All directors shall be members in good standing and employed by a chamber of commerce, with its corporate address within the boundaries of the state of Illinois.
 
Section 3 - Term of Office:
All officers shall be elected for a term of one year and shall serve until their successors have been duly elected or appointed.  The directors shall be elected for three-year terms, with approximately one-third being elected each year.  No director, with the exception of the treasurer, may be elected to serve on the Board for more than two successive terms.
 
Section 4 – Replacement of Officers and Directors:
In the event any office or directorship shall become vacant because of resignation or by leaving the chamber of commerce management profession, the vacancy or vacancies shall be filled in the following manner:  If the vacancy is that of the Chairman of the Board, the Chairman-Elect shall immediately and automatically assume the duties of that office.  In similar manner, in case the Chairmanship and other offices are vacant at the same time, the Chairmanship shall pass successively to the Chairman-Elect, and First Vice Chair.  In the event of a vacancy in any other office other than the Chairman of the Board (or among the directors), the Chairman shall fill any such vacancy or vacancies by appointment, subject to confirmation of the Board of Directors.
 
Section 5 – Removal of directors.
a.              A director may be removed if the director is not a member in good standing due to non-payment of dues.
b.              A director may be removed if the director misses three (3) consecutive meetings of the Board.
c.              A director may be removed for cause by the affirmative vote of two-thirds of the votes present and voted, either in person or by proxy, at a meeting of members entitled to vote after notice and opportunity for a hearing are afforded the director.  Such meeting shall be convened by written notice to all members for the purpose of removal of the director or directors named in that notice and only the named director or directors may be removed at that meeting.
 
Section 6 – Quorum:
A majority of the number of members of the Board of Directors in office at the time of a meeting shall constitute a quorum. 
 
Section 7 – Board Meetings:
The Board shall meet at the call of the Chairman of the Board or upon written request of any three (3) members of the Board.
 
Section 8 – Ex-Officio Directors:
The current chief executive officer of the Illinois Chamber of Commerce, current American Chamber of Commerce Executives Board member if a resident of the State of Illinois, the current American Chamber of Commerce Executives State Delegate and the regional director of the Chamber of Commerce of the United States shall be members of the Board of Directors of IACCE in good standing for the tenure of their terms in office with no voting privileges.  Should the board member already be a voting member of the IACCE board, any new appointment to the board would not take effect until the end of their commitment on the IACCE board (i.e., becoming an ex-officio in IACCE through an appointment to the ACCE or U.S. Chamber board.)
 
ARTICLE VII (Elections)
Section 1 – Nominating Committee:
Prior to the annual meeting of the Association, the Chairman of the Board shall appoint and announce a nominating committee of three (3) or more members which shall, at least fourteen (14) days prior to the Annual Meeting, present a slate of one (1) nominee for each office and for each directorship as is vacant.  The Nominating Committee shall consider representation from every section of the state, as well as the size of cities or areas from which the nominee is named, together with his interest in and qualifications for the position.
 
Section 2 – Announcement of Nominees:
The Nominating Committee slate of nominees shall be announced fourteen (14) days preceding the Annual Meeting and circulated to the membership in writing by the President.
 
Section 3 – Additional Nominees:
Other nominations may be made from the floor at the election session by any member in good standing.
 
Section 4 – Election:
Any nominee receiving a majority of votes of the members present at the previously announced election session of the annual meeting shall be declared elected.
 
ARTICLE VIII (Meetings)
Section 1 – Annual Meeting:
The Annual Meeting of the Association shall be once a year at such time and place as may be determined by the Board of Directors.
 
Section 2 – Other Meetings:
Other meetings may be held at such times and places as may be deemed desirable by the Board of Directors.
 
Section 3 – Action of the Board:
Any action on any matter which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent, in writing and setting forth the action taken or to be taken, is approved in writing by all of the directors and all of any non-directors or ex-officio members entitled to vote on the subject matter being addressed.  The written consent to act and the action taken may be transmitted by electronic means including email as long as the record of the consent and the action taken are filed with the Association’s Secretary.
 
Any action taken by the Board in this fashion shall be effective when all of the directors have approved the consent and the action is completed and shall be considered an action of the Board. 
 
Section 4 – Notice of Meetings:
The President shall send a notice to all members at least ten (10) days prior to such meetings, giving the day, hour, place, and a statement of the purpose or purposes of each meeting.
 
Section 5 – Registration Fees:
The Board of Directors shall have the power to establish and collect registration fees for meetings of the Association, it being the general purpose of such fees to make such meetings as nearly self-supporting as is possible to determine in advance.
 
Section 6– Quorum:
Fifteen (15) members shall constitute a quorum for the transaction of business at all meetings of the members of the Association.
 
ARTICLE IX (Committees)
Section 1 – Appointments:
The Chairman of the Board shall appoint such committees as deemed desirable to accomplish the aims of the Association.  Said committees shall be approved by the Board of Directors.
 
Section 2 –Staffing of Committees:
Any member of the Association, in good standing, is eligible for committee membership.  Only members in good standing may serve as committee chair. The Chairman of the Board or any officer or director selected to represent the chairman, is an ex-officio member of all committees.
 
Section 3 – Authority of Committees:
It shall be the function of committees to investigate and make recommendations to the Board of Directors on matters referred to them.
 
Section 4 – Standing Committees
The standing committees of the IACCE are as follows:  Communications Committee, Legislative Committee, Membership Development Committee, Professional Development Committee, and Scholarships & Awards Committee.
 
ARTICLE X (Disbursements)
Section 1 – Disbursements:
Disbursements of money or other property of the Association shall be made to defray the expenses of the organization as outlined in an annual budget approved by the Board of Directors.  Such a budget shall, for the period it covers, give authorization for all expenditures consistent with the appropriations outlined therein. Exceptions shall be by unanimous consent of the directors present at a meeting of the Board of Directors or a four-fifths majority vote of members present at a general membership meeting of the Association.
 
All disbursements will follow the financial policies adopted by the board of directors.
 
The Board of Directors should approve securing surety bonding to cover the position(s) of those authorized to receive and disburse funds of the Association.
 
ARTICLE XI (Amendments)
 
Section 1 – Board Consideration:
All amendments to these by-laws shall be submitted to and considered by the Board of Directors and then transmitted to the general membership with a statement of approval or disapproval.
 
Section 2– Members Votes:
Any proposed amendments, after having had Board consideration, must receive a two-thirds vote of the active members present at any membership meeting, provided notice of the proposed change shall have been mailed by the President to each member not less than ten (10) days prior to such meeting.
 
Section 3– When Effective:
Amendments to these by-laws become effective immediately upon adoption at a membership meeting unless such amendment specifically sets forth a definite date.
 
ARTICLE XIII (Dissolution)
Section 1 – Dissolution:
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, 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 corresponding  provision of any future United States Internal Revenue law), as the Board of Directors shall determine.  Any of such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Courts shall determine, which are organized and operated exclusively for such purposes.
 
ARTICLE XIV (Indemnification)
Section 1
The Board of Directors shall be indemnified by the IACCE.