§ 1.01. Definitions.
- (a) Association. The association as named in Section 1.02(a).
- (b) Act. The General Not For Profit Corporation Act of 1986 of the State of Illinois, as from time to time amended.
- (c) Articles of incorporation. The document, including amendments, filed by the association on March 19, 1968, as amended.
- (d) Executive board. The association’s board of directors.
- (e) Person. An individual or a for-profit or nonprofit organization.
- (f) Member. Any member of the Association as defined in Chapter 3.
- (g) Voting member. A member who is entitled to vote at meetings of the Association under Chapter 3.
§ 1.02. Name and Status.
- (a) The name of the association is North American Vexillological Association, or in French, Association nord-américaine de vexillologie.
- (b) The association is an Illinois not-for-profit corporation organized under, and subject to, the provisions of the Act.
§ 1.03. Purposes and limitations.
- The association shall have those purposes and limitations stated in the articles of incorporation.
§ 1.04. Relationship with international vexillological associations.
- (a) The association may be a member of international vexillological associations.
- (b) The president, or if the president cannot attend, another voting member selected by action of the executive board, shall represent the association at any meetings of international vexillological associations.
- (c) To the extent practicable, the association’s representative shall consult with and seek direction from the executive board.
- (d) The association’s representative may not:
- (1) obligate the association to take any action in conflict with the Act, other law, the articles of incorporation, or these bylaws;
- (2) create a binding financial obligation for the association; or
- (3) enter into any contract or execute any instrument without the approval of the executive board.
§ 1.05. Fiscal year.
- The association’s fiscal year shall begin on the first day of January and end on the last day of December of each year.
§ 1.06. Books and records.
- (a) The association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and executive board, and shall keep at the registered or principal office a record giving the names and addresses of the voting members.
- (b) All books and records of the association may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.
§ 1.07. Registered office and agent.
- The association shall continuously maintain a registered office and agent in the State of Illinois.
§ 1.08. Amendment.
- (a) These bylaws may be amended at any annual or special meeting of the voting members, provided that a copy of the proposed amendment shall have been delivered to all voting and nonvoting members with the meeting notice. Bylaws amendments shall require an affirmative vote of two-thirds of the voting members present and voting at the meeting.
- (b) Any proposed amendment submitted by a member must be received by the secretary not later than ninety days before the date of the meeting, except that the executive board in its discretion may permit a proposed amendment to be submitted after this deadline if the proposed amendment is received before the secretary delivers the meeting notice.
- (c) Any amendment must be consistent with the Act, other law, and the articles of incorporation.
Adopted: 18 Nov 1967; Last Amended: 13 Oct 2013.