Chapter 4. Meetings

§ 4.01. Annual meeting and annual business meeting.

  • (a) Under the direction of the executive board, the association must hold an annual meeting with a scientific program that is relevant to scholars and other interested persons
  • (b) An annual business meeting of the voting members shall be held in conjunction with the annual meeting, for the purpose of electing officers, approving the annual budget, and for the transaction of such other business as may come before the meeting.
  • (c) The executive board shall set the place, day, and hour of the annual meeting by resolution. If no designation is made, the place, day, and hour of the annual meeting shall be at the registered office of the association in the State of Illinois, on the second Saturday in October at 2:00 p.m.

§ 4.02. Special meetings.

  • Special meetings of the voting members may be called by the president or the executive board, and shall be called upon the written request of twenty-five voting members.

§ 4.03. Informal action by voting members.

  • (a) Any action required by the Act to be taken at any annual or special meeting, or any action that may be taken at any annual or special meeting, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by either:
    • (1) all of the voting members; or
    • (2) the voting members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all voting members were present and voting.
  • (b) If such consent is signed by less than all of the voting members, then such consent shall become effective only:
    • (1) if, at least five days before the effective date of such consent, a notice in writing of the proposed action is delivered to all voting members; and
    • (2) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those voting members who have not consented in writing.

§ 4.04. Notice of meeting.

  • (a) The secretary shall deliver, either personally, by electronic mail, or by postal mail, written notice of the place, day, and hour of any annual business or special meeting to all voting and nonvoting members not less than thirty, nor more than sixty days before the date of the meeting.
  • (b) In case of a special meeting or when required by the Act or section 5.13 or other provision of these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
  • (c) If mailed by post, the notice of a meeting is deemed to be delivered when deposited in the United States or Canadian mail addressed to the member at the member’s address as it appears on the records of the association, with first class postage prepaid or, if the notice is printed in an association publication that is mailed to the member at the member’s address as it appears on the records of the association, when the publication is deposited in the United States or Canadian mail with the appropriate postage prepaid. If provided by electronic mail, the notice of a meeting is deemed delivered when the notice is sent to the member’s electronic mail address as it appears on the records of the association.

§ 4.05. Waiver of notice.

  • (a) Whenever any notice is required to be given under the provisions of the Act, the articles of incorporation, or these bylaws, a waiver thereof in writing signed by the persons or persons entitled to such notice, whether before or after the time stated, shall be deemed equivalent to the giving of such notice.
  • (b) Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

§ 4.06. Fixing record date for voting.

  • (a) The record date to determine the voting members shall be fifteen days before any annual or special meeting.
  • (b) The treasurer shall submit the roster of voting members on the record date to the president at least 24 hours before any annual or special meeting. The roster shall be used as required to identify voting members and, in the case of a special meeting, to determine the quorum in accordance with section 4.10(b).

§ 4.07. Inspectors.

  • (a) At any annual or special meeting, the president may, or upon the request of any voting member shall, appoint one or more individuals as inspectors for such meeting.
  • (b) Such inspectors shall:
    • (1) ascertain and report the number of votes represented at the meeting;
    • (2) count all votes and report the results; and
    • (3) do such other acts as are proper to conduct the election and voting with impartiality and fairness to all voting members.
  • (c) Each report of an inspector shall be in writing and signed by him or her, or by a majority of them if there is more than one inspector acting at such meeting.
  • (d) If there is more than one inspector, the report of the majority shall be the report of the inspectors.

§ 4.08. Voting.

  • (a) Only voting members physically present at an annual or special meeting may vote.
  • (b) Each voting member shall be entitled to one vote on each matter submitted to a vote of the members.
  • (c) If an individual has been designated as the representative of one or more organizational members in accordance with section 3.05(b), he/she shall be entitled to cast one vote for each organizational member that he/she represents. If the individual is also an active member, such votes shall be in addition to his/her personal vote.

§ 4.09. Proxies.

  • Proxy voting shall not be permitted.

§ 4.10. Quorum and determination of voting result.

  • (a) The voting members present at an annual meeting shall constitute a quorum.
  • (b) Ten voting members or five percent of the voting members, whichever is greater, shall constitute a quorum at a special meeting.
  • (c) The affirmative vote of a majority of voting members present and voting shall be an act of the members, unless a two-thirds or other vote is specified by the Act or these bylaws.

§ 4.11. Parliamentary authority.

  • (a) All annual or special meetings shall be conducted according to the current edition of Robert’s Rules of Order Newly Revised, to the extent that it does not conflict with the Act, other law, the articles of incorporation, and these bylaws.

Adopted: 18 Nov 1967; Last Amended: 13 Oct 2013