By-Laws

By-Laws

LAKE COUNTY MUNICIPAL LEAGUE

Ely.BY-LAWS

(As Amended July 3, 2017)

 

ARTICLE I

 

NAME

The name of this organization shall be the Lake County Municipal League (hereinafter referred to as the “League”).  The League is formed within the meaning of Internal Revenue Code of the United States Section 501(c)(6), or any corresponding equivalent provision of any future internal revenue code as an Illinois not-for-profit corporation. The fiscal year of the League shall be from May 1 to April 30.

 

ARTICLE II

 

PURPOSE

The purposes for which LCML is formed are within the meaning of Internal Revenue Code of the United States Section 501(c)(6), or any corresponding equivalent provision of any future internal revenue code.  LCML does not contemplate any pecuniary gain or profit to the members or Directors thereof, and the specific purposes for which it is formed include any lawful affairs or activities for which corporations may be incorporated pursuant to the State of Illinois General Not For Profit Corporation Act of 1986, as amended, that are consistent with Section 501(c)(6) of the said Internal Revenue Code of the United States.

Within the limitations set forth above, the purposes of LCML are:

 

  1. To study, to report, and to make recommendations concerning any municipal problems affecting or common to two or more Members.
  1. To furnish an exchange or clearing house where a Member municipality may learn of the solution applied by other municipalities to the same or similar problems.
  1. To furnish a vehicle through which Member municipalities, working together, can take unofficial joint action on any matters or problems affecting the Lake County area and to recommend official action to be taken by the Member municipalities.
  1. To furnish a vehicle through which municipalities may jointly sponsor state legislation, when appropriate, and to effect joint opposition to proposed legislation deemed harmful to Lake County municipalities, or to municipalities in general.
  1. To work cooperatively with all units of government, including local, state, and federal, in addressing issues of greater than local concern, while maintaining the inherent rights and integrity of municipal government.
  1. Any other purpose determined by the membership consistent with the State of Illinois General Not For Profit Corporation Act and Section 501(c)(6) of said Internal Revenue Code.

 

ARTICLE III

 

MEMBERSHIP

Section 3.1.  Any city or incorporated village located in Lake County shall be eligible for membership in the Lake County Municipal League.  The Lake County Board shall also be eligible for membership and shall have the same rights and privileges as any Member municipality.

Section 3.2.  Members shall pay such annual dues as shall be determined from time to time by the League.  Annual dues for the Lake County Board shall be in the same amount as those fixed for the municipality which pays the highest amount of dues.  The amount of dues to be paid by each Member municipality shall be determined by the Board of Directors and may be revised from time to time. Failure to pay annual dues will terminate your membership.

Section 3.3 For actions detrimental to the purposes of the League, a Member may be expelled by the affirmative vote of at least two-thirds of the Members which constitute a quorum at a meeting. A Member once expelled may be reinstated by an affirmative vote of at least a majority of the Members which constitute a quorum at a meeting.

Section 3.4.  Members shall pay such special dues as may be approved by the League to cover projects unanticipated at the time the annual dues were established or to expand the funding for a project or to pay an increased cost.

Section 3.5 Associate members: An associate membership category permits vendors or suppliers doing business with Lake County municipalities to join the Lake County Municipal League. Dues will be set by the Board. Associate Members will not have the ability to serve on the Board of Directors nor have a vote, but may serve on committees and participate in LCML activities

 

ARTICLE IV

 

VOTING PROCEDURES

Section 4.1.  The League shall be comprised of one representative from each Member, to be certified by the Mayor or President of the Member municipality.

Section 4.2.  Each Member may certify one alternate representative.  Each alternate shall be entitled to all of the rights and privileges of a representative, in the absence of the principal representative for whom he or she is substituting.

Section 4.3.  Each representative or alternate representative shall be entitled to the privileges of the floor and to one vote.  On any matter on which action is taken by a roll call or ballot, an affirmative vote of the majority of the representatives of the Members present shall be necessary to carry, except where otherwise provided in these By-Laws.

Section 4.4.  Voting will be by voice vote, unless an accredited representative calls for a roll call.

Section 4.5  Electronic voting for members shall be allowed in all cases in which a quorum vote is necessary to conduct business, including elections. Electronic voting shall follow the guidelines set forth below:

1) Notice of the electronic vote should be sent via postal mail. The notice should explain what will be voted on and the website address to access the online ballot. The notice should also include a ballot that can be submitted using postal mail, if that method is preferred.

2) The vote is effective as soon as it’s electronically transmitted.

3) A vote by electronic ballot may not be revoked.

4) The board may adopt policies or procedures to ensure compliance with the statutory written ballot requirements.

 

ARTICLE V

 

QUORUM

Section 5.1.  A quorum of the League shall be needed to transact business.  A quorum shall consist of not less than forty percent (40%) of the Members of the League at a regular or special meeting of the League.

Section 5.2.  A quorum of the League Board of Directors shall be needed to transact business.  A quorum shall consist of not less than 50 percent (50%) plus one of the Officers and Directors of the League then in office.

 

ARTICLE VI

 

BOARD OF DIRECTORS

Section 6.1.  The Board of Directors shall consist of ten members, determined as follows:  Four Officers, as set forth in Article VII, five Directors, one of whom shall be a Village or City Administrator from a member municipality and the immediate past President. All Directors and Officers shall have full voting rights except for the immediate past President, who shall serve in an ex officio role, without voting rights. All Directors and Officers shall be elected by the League at the same meeting.

Section 6.2  Nine members of the Board of Directors shall hold an elected official position of “Mayor” or “President” with their respective member municipalities. The tenth position shall be held by a City or Village Administrator.

Section 6.3.  The Board of Directors of the League shall arrange for meetings of the League.  It shall provide for such standing committees as it shall deem proper; shall determine the number of members that shall constitute each standing committee; and may define the scope and function of each said committee.

Section 6.4.  The Board of Directors shall have the authority to take any action on behalf of the League that shall be required to be taken or as is deemed necessary and in the best interests of the League, unless the Board of Directors or the President shall determine that a special meeting of the League should be called.

Section 6.5.  The Board of Directors shall meet on the call of the President who shall cause notice thereof to be mailed to all members of the Board at least one week in advance of the meeting.  The President may call an emergency meeting of the Board of Directors by written or telephone notice when the urgency of the matters to be discussed shall require such emergency meeting.

Section 6.6.  Each Director shall appoint, in writing to the President, an Alternate Director who may attend any meeting of the Board of Directors and may vote as the Director in the absence of the Director from that meeting.  A Director who is an elected official shall appoint an elected official of a League Member.  A Director who is a non-elected official shall appoint a non-elected official of a League Member.  The term of an Alternate Director shall be the same as the term of the Director making the appointment.  Any vacancy in an office of an Alternate Director shall be filled by appointment by the Director with respect to which the vacancy exists.

Section 6.7.  Members of the Board of Directors may participate in and vote at meetings through the use of telephone conference calls or other electronic means (e.g., video or audio conference).  Such voting shall be governed by the following rules and procedures:

  1. Directors or Officers who wish to attend a meeting electronically shall give notice before the commencement of the meeting to the Executive Director of the Lake County Municipal League or other Executive Committee Members, unless advance notice is impractical.
  2. Meeting minutes must reflect whether a Director or Officer is present physically or electronically, regardless of whether any members are attending through the use of a telephone conference call or other electronic means.
  3. Provided that the audio, telephone or video conference connection allows the voice of an absent member to be clearly heard by the attendees of the meeting and the absent member can clearly hear the voices of the attendees who participate in the meeting, an Officer or Director may attend, participate and vote at a meeting through the use of a telephone conference call or other electronic means if the member is prevented from physically attending because of:
  4. Personal illness or disability; or
  5. Employment purposes or other business; or
  6. A family or other emergency.
  7. The voice of the absent Director or Officer participating by telephone conference call or other electronic means shall be identified by the other members as belonging to the absent member.
  8. The reasons for which an absent Director of Officer participating in a meeting by use of a telephone conference call or other electronic means shall state the reason(s) for his or her absence and the reason(s) shall be made part of the record of the meeting.

 

ARTICLE VII

 

OFFICERS

Section 7.1.  The officers of the League shall consist of a President, a Vice President, a Secretary and a Treasurer.

Section 7.2  All Officers shall have previously served as a Director on the Board of Directors. The Officer’s elected term need not follow immediately a term as a Director.

Section 7.3.  The officers of the League shall be elected by a vote of a majority of a quorum of the League Members at the regularly scheduled meeting in July of each year.  The terms of all officers and directors of the League shall be for one (1) year, commencing immediately upon their election and expiring when their respective successors have been elected or when their term of office ends.

Section 7.3.  In the event of a vacancy in any office provided for in these By-Laws, the Board of Directors shall have the authority to fill the vacancy by majority vote of its members.  A person thus elected shall serve until the next regular election.  In the event of a vacancy of the immediate past President, the position will remain vacant until the next election, in which the next consecutive President shall fill this position.

 

ARTICLE VIII

 

DUTIES OF OFFICERS

Section 8.l.  The President shall preside at all meetings and shall exercise general supervision over the affairs of the League.  The President shall have the duties of administering all directives of the League; shall be an ex-officio member of all standing committees, without vote; and shall be the Chairman of the Board of Directors.

Section 8.2.  It shall be the duty of the Vice President to perform all duties of the President, in the event of the absence of the President or the inability of the President to act, as well as such other duties as may be assigned to the Vice President by the President or by the Board of Directors.

Section 8.3.  The Secretary shall record the minutes of all meetings of the League, shall keep all the records of the League, and shall carry on all correspondence on behalf of the League as directed by the President; provided, however, that a recording secretary, or both a recording and a corresponding secretary, may be employed to perform any duties under the direction of the Secretary and within the discretion of the Board of Directors.

Section 8.4.  The Treasurer shall be responsible for the receipt and safe keeping of all monies that come to the League.  The Treasurer shall disburse such monies as shall be required to pay for the debts and expenses of the League, as determined by the Board of Directors or by the League.  The Treasurer shall be required to furnish such bond as is determined by the Board of Directors to be appropriate.

 

ARTICLE IX

 

COMMITTEES

 

Section 9.1.  All chairs and members of standing committees shall be appointed by the President with the approval of the Board of Directors.  Members of the committee may, but need not be, an accredited representative or alternate representative of the League.

Section 9.2.  Members of the Lake County Municipal League wishing to participate in recommending the membership of any committee shall make their request to the President and shall furnish the name of the person or persons to be recommended.  Individuals desiring to serve on any committee shall secure the recommendation of their Mayor or President.

Section 9.3.  The President may create, from time to time, such special committees as shall be approved by the League or by the Board of Directors.  The members of a special committee shall be appointed by the President and shall be approved by the Board of Directors.  The President shall be an ex-officio member of any such special committee, without vote.

Section 9.4.  In April of each year, a notice shall be sent electronically to members calling for an expression of interested in a Board of Directors position. The names shall be gathered by the Executive Director and given to the Nominating Committee.
There shall be a Nominating Committee for the purpose of recommending candidates to stand for election Officers and Directors, as set forth in Articles VI and VII.  The Committee shall consist of four persons, including the President, the immediate Past President, and two persons appointed by the President, with the approval of the Board of Directors.  The Committee shall be appointed at least 30 days, but not more than 60 days prior to the date of election of officers as set forth in Article VII.  The Committee shall report its recommendation to the Mayor/Village President of each Member at least 30 days prior to the election of Directors as set forth in Article VII. The recommendation shall consist of a ballot presenting the recommended slate and shall also include all candidate names for voting purposes.

 

 

ARTICLE X

 

MEETINGS

 

Programs for the meetings shall be selected to meet the purposes of the League, as set forth in Article II hereof, and shall be approved by the Board of Directors.

Section 10.l.  The President shall determine the place and hour of each such regular meeting and shall cause notice thereof to be mailed to all Members of the League at least one week in advance of the meeting.

Section 10.3.  Special meetings of the League may be called by the President, by the majority of a quorum of the Board of Directors or any eight member municipalities.  Written notice of such special meetings must be mailed so that they are received by all Members of the League at least three (3) days prior to any such special meeting.

Section 10.4.  Attendance at meetings shall be in person, but proxy votes on issues on the agenda may be solicited by any Member or by the Executive Director.  Proxy votes shall count towards the establishment of a quorum.  In addition, in instances in which it is not possible for Members to attend meetings of the membership, meetings of the Board of Directors, or special meetings of either body, a quorum may be achieved by electronic participation by Members from a remote location by speakerphone, video conference, or similar technology, provided, however, that at least 50% of the quorum must be physically at the meeting.

 

 

ARTICLE XI

RULES OF PROCEDURE

Roberts Rules of Order shall govern the conduct of the meetings of all bodies of the Lake County Municipal League, except where otherwise provided for in these By-Laws or where waived at a meeting by the affirmative vote of at least a majority of a quorum.

 

ARTICLE XII

 

EXECUTIVE DIRECTOR

Section 12.1.  An Executive Director may be appointed by a majority vote of the Board of Directors for an indefinite term and shall serve at the pleasure of the Board of Directors.  The Executive Director shall be chosen on the basis of administrative qualifications and familiarity with matters concerning municipal government.  The Executive Director may be removed by a majority of the Directors at any time.  The action of the League in removing the Executive Director shall be final.

Section 12.2.  The Executive Director shall have such duties and responsibilities as are determined, from time to time, by the Board of Directors and may include, but are not limited to, the following:

  1. Attendance at all meetings of the League and at all meetings of the Board of Directors of the League, unless excluded therefrom, and attendance at any committee meetings, as requested by the President or by the Board of Directors.
  2. Attendance at any conferences or seminars or at meetings of any Member of the League or other units of government, as is determined by the Board of Directors to be in the best interests of the League.
  3. Preparation and distribution of notices for all regular and special meetings of the League and of the Board of Directors.
  4. Preparation and distribution of agenda for the meetings of the Board of Directors and of all materials and information which may be required for the Board of Directors to conduct its business.
  5. Organization of appropriate meeting sites and facilities for all meetings of the Board of Directors and of the League.
  6. Purchase of materials and services as may be required for League business, in accordance with guidelines established by the Board of Directors and subject to their approval.
  7. Preparation and presentation of an annual budget for the League.
  8. Representation of the League before conferences, professional associations, units of government, or public groups, as requested by the Board of Directors.

Section 12.3.  The Executive Director shall receive such compensation as the Board of Directors shall from time to time determine.  The Executive Director shall be reimbursed for all usual and reasonable expenses incurred in the performance of his or her duties for the League including, but not limited to, travel expenses, membership fees, and any costs related to attendance at meetings, seminars, or conferences.

Section 12.4.  Notwithstanding anything set forth in Article VIII hereof to the contrary, the duties of the Secretary and/or the Treasurer may be performed by the Executive Director if it is determined by the Board of Directors to be expedient and in the best interests of the League. The Executive Director shall furnish such bond as shall be required by the Board of Directors, and the expense of said bond shall be reimbursed by the League.

 

 

ARTICLE XIII

 

AMENDMENT AND RATIFICATION

Section 13.1.  These By-Laws may be amended by the affirmative vote of at least two-thirds (2/3rds) of the Members of the League. Voting shall be conducted in person or electronically as allowed by Section 4.5. Notice of the meeting at which the amendment is first proposed shall contain notice that the By-Laws are proposed to be amended and shall include a summary of the proposed amendment.

Section 13.2.  These By-Laws shall become effective when they have received the affirmative vote of at least two-thirds (2/3rds) of the Member municipalities present and voting at a regular meeting of the League succeeding a regular meeting at which said By-Laws have been proposed to the representatives of the Member municipalities.

 

ARTICLE XIV

OTHER PROVISIONS

Section 14.1. Distribution and Earnings

No part of the net earnings of LCML shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that LCML shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments  and distributions, including honoraria, in furtherance of the purposes set forth in these Articles.  Notwithstanding any other provision of these Articles, LCML shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

Section 14.2. Dissolution

Upon dissolution of LCML, the Board of Directors shall, after paying or making provisions for the payment of all just debts and liabilities of LCML, dispose of the assets of LCML in such manner, or to such organization or organizations as shall be at the time organized and operated for the purposes set forth in these Articles and which qualify as exempt organization or organizations under Section 501(c)(6) or 501(c)(3) of the Internal Revenue Code and the duly promulgated regulations thereto, or corresponding provisions of any successor statutes thereto or any future United States Internal Revenue Law, as the Board shall determine.  Any such assets not so disposed of shall be disposed of by the Courts of the Circuit Court of Lake County exclusively for the purposes or to such organizations as are organized and operated for such purposes, as said Courts shall determine.

IN WITNESS WHEREOF, the undersigned do hereby affix their hands to these amended By-Laws, adopted at a General Membership Meeting of the Lake County Municipal League duly convened on the 15th day of July, 2010.

 

LAKE COUNTY MUNICIPAL LEAGUE

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