I. Name and Purpose

Section 1. Name - The name of the Association shall be the Illinois Association of School Boards.

Section 2. Purpose - Consistent with Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (or any corresponding provision of any future United States Internal Revenue law) the Association's purposes shall be to aid and assist boards of education in performing their lawful functions and to promote, support, and advance the interest of public education in Illinois, including but not limited to, the development, implementation, monitoring, evaluation, promotion, support, and endorsement of programs and services allowing better and more efficient and cost-effective administration and management of public schools, school districts, and school boards.

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II. Membership

Section 1. Classes of Membership - Membership in the Association shall be of five classes: Active, Associate, Affiliate, Honorary, and Service Associate.

Section 2. Active Member - The board of education of any legally organized school district in Illinois shall be eligible to be an Active Member. A board of education may become an Active Member upon written application to the Executive Director of the Association and the payment of dues.

Section 3. Affiliate Member - The governing board of any educational service agency authorized by the School Code of Illinois, other than a board of education of a legally organized school district, shall be eligible to become an Affiliate Member upon written application to the Executive Director and the payment of dues. The Board of Directors shall determine the amount of dues and the membership privileges of Affiliate Members, except that the Board of Directors may not grant the privilege of holding elective office or membership in the Delegate Assembly.

Section 4. Associate Member - Any former member of an Illinois board of education shall be eligible to be an Associate Member upon written application to the Executive Director and the payment of dues. The Board of Directors shall determine the membership privileges of Associate Members, except that the Board of Directors may not grant the privilege of holding elective office.

Section 5. Honorary Member - Any individual who has rendered distinguished service to public education in Illinois or to the Association shall be eligible for election by the Board of Directors as an Honorary Member without payment of dues. The Honorary Members shall be entitled to such privileges as the Board of Directors may determine, except that they may not grant the privilege of holding elective office.

Section 6. Service Associate Member - Any person, firm, or corporation which provides services or products to school districts may be eligible to be a Service Associate Member upon written application to the Executive Director, approval by the Board of Directors, and the payment of dues. Service Associate Members shall be entitled to such privileges, except holding elective office, as the Board may determine. These Service Associate Members may name one member as a Special Director to the Board, who shall be without vote.

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III. Delegate Assembly and Annual Conference

Section 1. Annual Conference - An Annual Conference of the Association shall be held at a time and place determined by the Board of Directors.

Section 2. Delegate Assembly - At least once each year, at a time and place determined by the Board of Directors, there shall be a meeting of the Delegate Assembly. One meeting shall be designated as the Annual Meeting of the Association. Each Active Member shall be entitled to one voting delegate at any meeting of the Delegate Assembly or any adjourned meeting thereof. Each Active Member shall select its delegate and alternate from its own membership. Voting shall be done in person by the respective delegate or alternate.

Section 3. Delegate Assembly Special Meetings - Special meetings of the Delegate Assembly shall be called upon the request of the Board of Directors or upon written request by 50 Active Members, provided written notice of the business to be considered shall be given to all Active Members at least 30 days prior to the date of said meeting.

Section 4. Policy Formulation - Policies guiding the operation of the Association shall be formulated by the Delegate Assembly. The officers and Directors of the Association shall be guided by such action of the Delegate Assembly and shall take such action as is necessary to meet the objectives of the Association.

Section 5. Rules - Rules to govern the operations of the Delegate Assembly shall be adopted by the Board of Directors and ratified by the Delegate Assembly.

Section 6. Quorum - A quorum of the Delegate Assembly for the purpose of transacting business shall consist of a simple majority of the number of delegates present when the Assembly is first convened.

Section 7. Proceedings - A copy of the proceedings of the Annual Conference and of meetings of the Delegate Assembly, or summaries thereof, shall be mailed to each Active Member.

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IV. Elections

Section 1. Nominations - Nominations for elective offices shall be made by the Nominating Committee and distributed to all Active Members at least 45 days preceding the Annual Meeting of the Delegate Assembly. Additional nominations, each with prior written consent of the nominee, may be made from the floor of the Delegate Assembly.

Section 2. Terms of Office - All elective officers shall be elected at the Annual Meeting of the Delegate Assembly. The term of office of officers shall be one year or until their successors are elected and qualified, and offices shall be assumed at the close of the Annual Meeting of the Delegate Assembly. Elective officers shall be eligible for nomination and re-election to office.

Section 3. Voting - Each Active Member shall be entitled to one vote in the Delegate Assembly. Each Active Member shall select its delegate and alternate from its membership. Voting shall be done in person by the delegate or alternate.

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V. Board of Directors

Section 1. Duties - The Board of Directors shall have supervision, control, and direction of the affairs of the Association, shall implement its policies or determine changes therein within the limits of the Constitution, shall actively prosecute its purposes, and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2. Composition - The Board of Directors of the Association shall consist of the elective officers of the Association and those interim officers selected as provided in Article VI, Section 3; the Immediate Past President of the Association; one member of an Active Member from each Division or a designated alternate from that Division; one representative, who shall be a member of an Active Member of each Council; the President of the Chicago Board of Education or his/her designee when the Chicago Board of Education is an Active Member; and any member of an Active Member who is an officer or member of the Board of Directors of the National School Boards Association.

Section 3. Meetings - Regular meetings of the Board of Directors shall be held quarterly or more often as the Board may decide. Special meetings of the Board shall be called by the President or upon petition of five members of the Board.

Section 4. Quorum - A majority of the Board of Directors shall constitute a quorum at any meeting of the Board. Any less number may adjourn from time to time until a quorum be present.

Section 5. Resignation-Removal or Termination - Any Director may resign at any time by giving written notice to the President, the Executive Director, or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or the Board. Any elective officer may be removed by a two-thirds vote of the entire Board at any regular or special meeting. Whenever an elective officer ceases to be a member of an Active Member, the elective officer may, by a two-thirds vote of the entire Board, complete his/her term of office.

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VI. Officers

Section 1. Officers - The elective officers of the Association shall be a President and a Vice President.

Section 2. Eligibility - Any member of an Active Member in the Association at the time of the election of officers shall be eligible to hold elective office.

Section 3. Vacancies - Vacancies in any office may be filled for the balance of the term by the Board of Directors at any regular or special meeting. A vacancy in the office of President shall be filled by the Vice President for the remainder of the unexpired term. A vacancy in the office of Vice President shall be filled by the Board by election of one of its members who shall serve for the remainder of the unexpired term.

Section 4. President - The President shall be the principal elective officer, shall preside at meetings of the Association, Board of Directors and Executive Committee, and shall be a member ex-officio, with right to vote, of all committees except the Nominating Committee. The President shall also, at the meetings of the Delegate Assembly and at such other times as the President shall deem proper, communicate to the Association or to the Board such matters and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board. The President is not charged with executive or administrative responsibilities in the management and continuing conduct of the Association's affairs.

Section 5. Vice President - In the event of the President's temporary disability or absence from meetings, the Vice President shall perform the President's duties. The Vice President shall have such other duties as the President of the Board of Directors shall assign.

Section 6. Treasurer - The Treasurer shall be a member of and elected by the Board of Directors at its first meeting following the Annual Meeting of the Delegate Assembly for a term of two years. The Treasurer may serve for no more than two consecutive terms. The Treasurer shall keep an account of all monies received and expended for the use of the Association, and shall make disbursements authorized by the Board and approved by the Executive Director and such other officers as the Board may prescribe. All sums received shall be deposited in a depository approved by the Board. The Treasurer shall make financial reports at the Annual Meeting or when called upon by the President. The duties of the Treasurer, under authority of the Board, may be assigned in whole or in part to an Assistant Treasurer who shall be a member of the Association staff. The funds, books, and vouchers in the Treasurer's hands shall at all times be subject to verification and inspection by the Board.

Section 7. Executive Director - The administration and management of the Association shall be in a salaried staff head, employed or appointed by, and directly responsible to the Executive Committee and the Board of Directors. The staff head shall have the title of Executive Director or such other title as the Board shall from time to time designate, and the Executive Director may act as Secretary of the Association. The Executive Director shall employ, direct, and may terminate the employment of members of the staff necessary to carry on the work of the Association. The Executive Director shall manage and direct all functions and activities of the Association and perform such other duties as may be specified by the Board.

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VII. Committees

Section 1. Appointment - The President shall annually appoint such standing, special or sub-committees as may be required.

Section 2. Executive Committee - There shall be an Executive Committee consisting of the elective officers of the Association, the Treasurer, the Immediate Past President of the Association, and four other Directors who shall be elected annually by the Board from among its membership. The Executive Director shall be an ex-officio member of the Executive Committee without vote. Meetings of the Executive Committee may be held as needed and shall be called by the Executive Director upon request of the President or upon petition by three members of the Committee. The Executive Committee shall have general supervision of Association affairs, and shall implement policies or determine changes therein in the interim between meetings of the Board. Its actions shall be subject to ratification by the Board.

Section 3. Nominating Committee - A Nominating Committee consisting of a chairman and four additional persons who are members of Active Members shall be appointed by the President with the approval of the Board of Directors at least 90 days prior to the Annual Meeting of the Delegate Assembly.

Section 4. Resolutions Committee - The members of the Governing Committee of a Division shall elect a member of an Active Member to serve on the Resolutions Committee.

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VIII. Divisions

Section 1. Establishment - The Board of Directors may provide for the organization and government of regional Divisions of the Association. It may modify the boundaries of any Division so created or terminate its existence, giving due consideration to such factors as geography, number of boards of education, and pupil population in order to provide for equitable representation and effective operation. The boundaries of Divisions shall be periodically reviewed by the Board. Any constitution or by-laws adopted by a Division shall be subject to approval by the Board.

Section 2. Membership - The unit of membership in each Division shall be the board of education. Each such Active Member shall be entitled to one vote in the Division.

Section 3. Governing Committees - Each Division shall establish a Governing Committee whose membership shall be determined by the Active Members within the Division. All officers and members of the Governing Committee shall be members of Active Members. No Active Member shall have more than one representative on the Governing Committee.

Section 4. Officers - The members of the Governing Committee of a Division shall elect a Director to serve on the Association's Board of Directors and such other officers as they may determine. Any officer of the Division may serve as a Director of the Association. The members of the Governing Committee of a Division may set a limit on the number of terms a Director or officer can serve.

Section 5. Terms - Whenever an officer or member of the Governing Committee ceases to be a member of an Active Member, his/her committee membership shall terminate. Unexpired terms of elective officers shall be filled by the remaining members of the committee in such manner as they shall determine.

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IX. Councils

Section 1. Creation of Councils - The Board of Directors, with the approval of the Delegate Assembly, may create and dissolve such specialized Councils as it deems necessary and proper.

Section 2. Procedures - Subject to the approval of the Board of Directors, Councils may establish officers, committees, rules and procedures for their governance, and may establish dues and fees for participating members.

Section 3. Directors - Each Council shall be entitled to elect one of its representatives who is a member to the Board of Directors of the Association.

Section 4. Membership - Membership eligibility in such Councils shall be determined by the Board of Directors.

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X. Resolutions

Section 1. Proposals - Resolutions may be proposed by any Active Member, Association Division, Association Council, the Association's Board of Directors, or the Resolutions Committee. Resolutions to be published and distributed to the Active Members must be submitted to the Resolutions Committee at least 150 days prior to the Annual Meeting of the Delegate Assembly.

Section 2. Presentation of Resolutions - The Resolutions Committee shall review all proposed resolutions, distribute a final draft of proposed resolutions to the membership not less than 45 days prior to the Annual Meeting of the Delegate Assembly, and may recommend the approval or disapproval of any resolution to the Delegate Assembly. The Resolutions Committee has the prerogative to determine which resolutions are to be presented to the Delegate Assembly; however, all resolutions received must be distributed to Active Members not less than 45 days prior to the Annual Meeting of the Delegate Assembly.

Section 3. Annual Review - The Resolutions Committee shall annually review all position statements and resolutions in force and shall recommend that the Delegate Assembly amend or rescind resolutions that are not consistent with the current policy of the Association. All position statements and resolutions in force will be published annually and distributed to Active Members prior to the Annual Meeting of the Delegate Assembly.

Section 4. Appeals - Any Active Member, Association Division, Association Council, or the Association Board of Directors shall have the right to appeal decisions of the Resolutions Committee at the Annual Meeting of the Delegate Assembly. Notice of appeal must be submitted in writing to the Resolutions Committee. The committee must be in receipt of the written appeal no later than the close of business 8 calendar days before the Annual Meeting of the Delegate Assembly. A majority of the delegates present at the Annual Meeting of the Delegate Assembly is required for consideration of appeals.

Section 5. Late Resolutions - Resolutions which are not presented to the Resolutions Committee at least 150 days prior to the Annual Meeting of the Delegate Assembly may be considered only by the following procedure. Such resolutions may be proposed by an Active Member, Association Division, Association Council, the Association Board of Directors, or the Resolutions Committee and submitted in writing to the Resolutions Committee. The committee must be in receipt of the resolution no later than the close of business 8 calendar days before the Annual Meeting of the Delegate Assembly. Any resolution which is not submitted in the manner described above shall not be considered by the Delegate Assembly. Late resolutions shall be considered for approval by the Resolutions Committee. The Resolutions Committee may recommend approval or disapproval of the late resolution to the Delegate Assembly. Any such resolution disapproved by the Resolutions Committee may be appealed by a seventy-five (75) percent majority vote of the delegates present. Delegates seeking authority to present late resolutions at the Annual Meeting of the Delegate Assembly shall provide copies for all delegates present at the meeting, including rationale and relevant supporting documentation.

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XI. Finance

Section 1. Dues - A fair and equitable schedule of annual dues payable by Active, Associate, and Service Associate Members shall be set by the Board of Directors.

Section 2. Payment of Dues - Dues shall be due and payable on or before the first day of the fiscal year established by the Board of Directors. Boards joining the Association during the fiscal year of the Association shall pay a pro rata share of the annual dues beginning with the first of the month following the date of their application for membership.

Section 3. Arrearage - Any Active, Associate, or Service Associate Member that is unable to comply with the requirements of Section 2, as stated immediately above, may request an extension of membership. Such request shall be submitted in writing to the Board of Directors within 90 days following the first day of the fiscal year, and the member submitting the request shall be advised of the Board's decision within 60 days following receipt of the member's request for extension of membership. Any member who shall be in arrears for more than 90 days and fails to request an extension of membership shall cease to be a member.

Section 4. Budget - An annual budget for the operation of the Association shall be adopted by the Board of Directors prior to the first day of each fiscal year. The Executive Director shall have authority to expend Association funds as approved in the annual budget and to transfer funds from one budget account to another as required to facilitate the orderly operation of the Association.

Section 5. Incurrence of Indebtedness - No individual employee, officer, or committee shall incur any indebtedness in the name of the Association or make any financial commitment binding upon the Association except as authorized by the Executive Director or the Board of Directors.

Section 6. Fees - Fees may be charged for special services rendered to Active Members.

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XII. Miscellaneous

Section 1. Incorporation - The Association shall be organized and operated exclusively within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of any future United States Internal Revenue law), and no part of net earnings nor any other funds of the corporation shall inure to the benefit of any director, officer or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make reasonable payments and distributions in furtherance of the purposes in Article 4 hereof.

Section 2. Dissolution - Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of corporation in such manner, or to such organization or organizations as shall at the time qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine.

Section 3. Limitation of Activities - No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Section 4. Indemnification - The Association shall indemnify and hold harmless each person who is now or shall hereafter serve as a Director, officer, or employee of the Association from and against any and all claims and liabilities, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of his/her having heretofore or hereafter been a Director or officer of the Association, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him as such Director or officer, and shall reimburse each such person for all legal and other expenses (including the cost of settlement) reasonably incurred by him in connection with any such claim, liability, suit, action, or proceeding provided, however, that no such person shall be indemnified against, or be reimbursed for, any claims, liabilities, costs, or expenses incurred in connection with any claim or liability, or threat or prospect thereof, based upon or arising out of his/her own willful misconduct, in the performance of his/her duties of such Director or officer. The determination of all questions as to the existence of willful misconduct, as to the right to indemnify and reimbursement hereunder, and the reasonableness of such costs and expenses may be made, and shall be final and conclusive if made, by the Board of Directors of the Association acting at a meeting at which a quorum is unaffected by self-interest (notwithstanding that other members of the quorum present but not voting may be so affected). The rights accruing to any person under the provisions of this paragraph shall not exclude any other right to which he/she may be lawfully entitled, nor shall anything herein contained restrict the right of the Association to indemnify or reimburse such person in any case even though not specifically provided for herein.

Section 5. Parliamentary Practice - Questions of parliamentary practice shall be decided according to ROBERT'S RULES OF ORDER, most recent edition.

Section 6. Articles of Incorporation - The incorporation of the Illinois Association of School Boards (an unincorporated association) having been authorized by the same procedures and affirmative vote of its voting delegates as its constitution requires for an amendment to that constitution, the members of the Illinois Association of School Boards (an unincorporated association) are members of the corporation and all the rights, privileges, immunities, powers, franchise, authority, and property of the Illinois Association of School Boards (an unincorporated association) pass to and vest in the corporation, and all obligations of the Illinois Association of School Boards (an unincorporated association) are obligations of the corporation.

The constitution of the Illinois Association of School Boards (an unincorporated association), as of the date of its incorporation, shall be the initial bylaws of the corporation, but may thereafter be amended as provided therein. Further, the policies, position statements, and other rules and procedures of the Illinois Association of School Boards (an unincorporated association) shall be those of the corporation and the individuals serving as officers and members of committees of the Illinois Association of School Boards (an unincorporated association) under its constitution shall be the officers and members of the committees of the corporation serving under its bylaws and their terms of office shall end as though incorporation had not taken place.

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XIII. Amendments

Section 1. Procedure - This Constitution may be amended by a two-thirds vote of all delegates present and voting at an official meeting of the Delegate Assembly.

Section 2. Proposals - Amendments to the Constitution may be proposed by any Active Member, Association Division, Association Council or the Association's Board of Directors. Proposed amendments shall be submitted to the Board of Directors at least 105 days prior to the Annual Meeting of the Delegate Assembly. All such amendments shall be distributed to Active Members not less than 45 days prior to the Annual Meeting of the Delegate Assembly.

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