Executive Board Manual

ASSOCIATION BYLAWS

Illinois Government Finance Officers Bylaws

as amended at the Annual Business Meeting on September 8, 2008

Table of Contents

Article I.  Purpose and Objectives.                                                                                                              

Section 1.1.  Name.                                                                                                                         

Section 1.2.  Purpose.                                                                                                                     

Article II.  Membership.

Section 2.1.  Membership.                                                                                                              

Section 2.2.  Dues Obligations of Members.                                                                                 

Section 2.3.  Ethics.                                                                                                                        

Section 2.4.  Disciplinary Action.                                                                                                    

Article III.  Officers and Executive Board.

Section 3.1.  Officers.                                                                                                                     

Section 3.2.  Executive Board.                                                                                                        

Section 3.3.  Compensation of Officers and Executive Board Members .                                   

Section 3.4.  Vacancies.                                                                                                                               

Section 3.5.  Quorum.                                                                                                                     

Section 3.6.  Consents.                                                                                                                    

Section 3.7.  Election of Officers and Executive Board.                                                               

Section 3.8.  Removal from Office or Executive Board.                                                               

Article IV.  Chapters.

Section 4.1.  Chapters.                                                                                                                     

Section 4.2   Recognition of Chapters.                                                                                                      

Section 4.3.  Chapter Representative to the Executive Board.                                                      

Section 4.4. Removal of Chapter Representative                                                                           

Article V.  Annual and Special Meetings.

Section 5.1.  Annual Meeting.                                                                                                         

Section 5.2.  Special Meetings.                                                                                                       

Section 5.3.  Quorum at Annual and Special Meetings.                                                                

Article VI.  Committees.

Section 6.1.  Committees – General.                                                                                              

Section 6.2.  Legislative Committee.                                                                                              

Section 6.3.  Career Development Committee.                                                                              

Section 6.4.  Membership Committee.                                                                                                       

Section 6.5.  Technical Accounting Review Committee.  

Article VII.  Association Staff.

Section 7.1.  Executive Director.                                                                                                     

Article VIII.  Indemnification of Executive Board Members, Committee Members,

Officers, Employees, and Agents.                                                                                                 

Section 8.1.  Indemnification.                                                                                                         

Section 8.2.  Right to Expenses.                                                                                                      

Section 8.3.  Authorization by Executive Board.                                                                                        

Section 8.4.  Advancement of Expenses.                                                                                        

Section 8.5.  Non-exclusive.                                                                                                           

Section 8.6.  Settlement by Association.                                                                                         

Section 8.7.  Insurance.                                                                                                                   

Article IX.  General.

Section 9.1.  Amendment of the By-Laws.                                                                                                 

Section 9.2.  Parliamentary Authority.                                                                                            

Section 9.3.  Dissolution.                                                                                                                             

[top of page]


Article I.  Purpose and Objectives.

Section 1.1.  Name.

The name of this association shall be the Illinois Government Finance Officers Association.  (Amended 10-15-84)

Section 1.2.  Purpose.

The purpose and objectives of this association shall be:

  • To study, discuss, and recommend improvement in all aspects of government finance programs,

  • To provide a means for the exchange of ideas and experiences among governmental finance officers,

  • To promote and encourage professional competence through continuing education and training of government finance officers,

  • To promote and foster the professional stature of all persons engaged in government finance activities,

  • To collect, analyze, and distribute information relative to the organization and administration of governmental finance activities,

  • To promote legislation and regulations that endorse efficiency and fiscal soundness for governmental units in Illinois, and

  •  To promote interest in and awareness of the government finance profession.

[top of page]

Article II.  Membership.

Section 2.1.  Membership.

Active membership may be held in the association by any public finance officer, or other fiscal officer whether elective or appointive, in a public jurisdiction of the State of Illinois, and those public employees who, as part of their professional occupation, assist those fiscal officers in the performance of their duties, the title of the finance officer being immaterial.  Active membership shall be voting members.

Associate membership may be held in the association by any other person not eligible for active membership but who is interested in the principles and practices of public finance, and who subscribes to the purpose of this association.  Associate membership shall be non-voting.

The Executive Board, in its discretion, may establish as many different types of membership as it deems desirable, having qualifications and characteristics as are set by the Executive Board.  Membership shall be secured in the manner provided for by the Executive Board, which shall have full discretionary power in the admission or expulsion of members.

Section 2.2.  Dues Obligations of Members.

The Executive Board shall establish the amounts for membership dues.  The dues structure shall be reviewed and established by the Executive Board.  Dues shall be payable at the times and in the amounts set forth by the Executive Board.  Any member may be suspended for delinquency in payment of dues. 


Section 2.3.  Ethics.

All active members of the Association shall adhere to the Government Finance Officers Association of the United States and Canada Code of Professional Ethics.

                  

Section 2.4.  Disciplinary Action.

Under such conditions and by such procedures as the Executive Board may prescribe, the Executive Board, by a two-thirds vote of the Executive Board, may expel a member, or may suspend a member for a period not to exceed five years, or may reprimand, censure or impose such lesser sanctions as the Executive Board may prescribe on any member if the member:

  • Is convicted in a Court of Law of a crime punishable by imprisonment, or is convicted of any crime an element of which is dishonesty or fraud, under the laws of the United States, of this State, or another state if the acts involved would have constituted a crime under the laws of this State.  The record of conviction or a copy of the record, certified by the clerk of court or the judge in whose court the conviction is had, is conclusive evidence of the conviction and “conviction” shall include a plea of guilty or a plea of nolo contendere;

  • Infringes any of these bylaws or any rule of the Government Finance Officers Association of the United States and Canada Code of Professional Ethics;

  • Is declared by a competent court to be insane or otherwise incompetent;

  • Fails to cooperate with the Executive Board in any disciplinary investigation of the member by not making a substantive response to interrogatories or a request for documents.

[top of page]

Article III.  Officers and Executive Board.

Section 3.1.  Officers.

Officers of the Association shall include a President, a President-Elect, a Vice President, a Secretary, and a Treasurer.    All officers except the Secretary and Treasurer shall be elected for a period of one year as provided in Section 3.7 of the by-laws or until their successors have been duly qualified.  The Secretary and Treasurer shall be elected for two-year overlapping terms. (Amended 9-88)

  • President.  The President shall serve as the presiding officer of the Executive Board.  The President may vote on all matters that come before the Executive Board or committees on which the President serves.  The President shall have general responsibility for the activities of the Association.  The President shall present a progress report of the year’s activities at the Annual Meeting of the Association.  The President may establish ad hoc committees, which do not conflict with those committees established by these bylaws or the Executive Board.  The President shall be a non-voting ex-officio member of all committees on which the President does not directly serve.  The Executive Board may grant other powers and responsibilities to the President in accordance with the authority and purpose of the Association.

  • President-Elect.  The President-Elect shall carry out all duties of the President in the absence of the President or in the event of the inability of the President to perform such duties and shall carry out other functions that are assigned the President-Elect from time to time by the President or the Executive Board.

  • Vice President. The Vice President shall carry out all duties of the President in the absence of the President and the President-Elect.  The Vice President shall carry out functions as assigned by the President or Executive Board.

  • Treasurer.  The Treasurer shall be responsible for all funds of the Association and shall keep regular and accurate accounts of all funds.  The Treasurer shall report the financial condition of the Association at each Executive Board meeting and the Association’s Annual Meeting.  The Treasurer shall carry out other functions as assigned by the President or Executive Board.

  • Secretary.  The Secretary shall keep an accurate record of the proceedings of all meetings of the Executive Board, the Annual Meeting of the Association, and any special meetings of the Association.  The Secretary shall maintain minutes of all Executive Board meetings as approved by the Executive Board, filing a signed copy with the Executive Director for the Association’s permanent records.  The Secretary shall carry out other functions as assigned by the President or Executive Board

Section 3.2.  Executive Board.

There shall be an Executive Board consisting of the officers identified in Section 3.1, the immediate past President, three active members elected at large, a chapter representative designated by each recognized regional chapter, and a non-voting Associate member. One of the at-large members must not be the chief financial officer (CFO) (i.e. not the finance director or comparable official) of his or her government at the time of election. The term of office for the non-CFO at-large member shall be two years. The term of office for the immediate past President, the other two members elected at large, the chapter representatives, and the Associate member shall be one year. Nothing in this section is intended to restrict the number of non-CFO members on the Executive Board to one. Rather the intent is to ensure that at least one non-CFO member is on the Executive Board. However, only one non-CFO at-large member shall have a two-year term of office. [amended September 16, 2005]

It shall be the duty of the Executive Board to transact the business of the association including policy matters and programs; to study all matters referred to it by the members of the association; and to perform such other duties as may be deemed to pertain to the advancement, welfare and the best interest of the association and its members.

Section 3.3.  Compensation of Officers and Executive Board Members.

No person serving as an officer or member of the Executive Board shall be entitled to compensation or other remuneration from the Association.  However, the Executive Board may authorize reimbursement of officers and members of the Executive Board for reasonable expenses incurred in carrying out official Association business.

Section 3.4.  Vacancies.

If any vacancy occurs in any office or Executive Board position, the Executive Board may fill such vacancy for the remainder of the term.  The President shall be authorized to temporarily fill vacancies that may occur during his/her term, due to resignation or inability of the person to carry out their duties and responsibilities, until the next regularly scheduled or special Executive Board meeting.

In the event that the President resigns, is removed, or is unable to act during his/her term, then the President-Elect shall automatically become President (however, if the inability to act is due only to a temporary disability as determined by the Executive Board, then the President-Elect shall serve as President only for the duration of such inability).

Section 3.5.  Quorum.

For the purpose of transacting business of the association, a majority of the voting members of the Executive Board shall constitute a quorum.

Section 3.6.  Consents.

Whenever any action is required or permitted by the Executive Board or any committee thereof, such action may be taken without a meeting if a majority of the voting members of the Executive Board or the committee consent in writing to authorizing the action.  The written consent thereto by the members of the Executive Board or committee shall be filed with the minutes of the proceedings of the Executive Board or committee.

Section 3.7.  Election of Officers and Executive Board.

A.  Nominating Committee.  The President shall appoint each year a three- member Nominating Committee.  Whenever possible the committee shall consist of past presidents, with the most immediate past President serving as chair.  The President, as soon as elected, shall appoint members to the terms and fill any vacancies for the unexpired period.  The committee chair shall issue a notice to members advising them of vacancies on the Board at least ninety (90) days prior to the annual business meeting generally held in conjunction with the Association’s Annual Conference.  The committee will establish the deadline for receipt of letters from interested candidates, which will be no less than sixty (60) days before the annual business meeting.  No later than thirty (30) days before the annual business meeting, the Nominating Committee will notify members of the proposed slate of candidates for the Executive Board to be voted on at the annual business meeting.

The committee shall select no less than one name from the membership as a candidate for each office and position on the Executive Board, except for the chapter representatives.  Generally once a member has been elected by the membership to a position on the Executive Board, that person, upon completion of the term for which the person was elected, will be nominated for the next higher position on the Executive Board.  Any active members may make additional nominations from the floor at the annual business meeting.  Associate members shall be ineligible to vote.

In considering nominations to the Executive Board, the Nominating Committee will consider such factors as work experience, public and professional contributions, demonstrated leadership and participation within the Illinois Government Finance Officers Association and the candidate’s personal statement of interest in the position and commitment to extended service to the Illinois Government Finance Officers Association Executive Board.  In addition, the committee will consider the balance and diversification that each candidate will bring to the Executive Board, including such factors as the member’s professional discipline, the member’s employer group type, population size, demographics and geographic location.  (Amended 9-97)

B.  Elections.  The manner of holding election, including the various forms to be used, the methods of voting, the counting of ballots and the rules of procedure pertaining thereto, shall be prescribed by the Executive Board.


Section 3.8.  Removal from Office or Executive Board.

The Executive Board may, by a two-thirds vote, vacate an office or position on the Executive Board, with the exception of chapter representative positions, for good cause or whenever the Executive Board shall determine that the incumbent is physically incapable of performing the duties of such office.  The officer or Executive Board member affected shall be given, by certified mail to their address on file with the Association, written notice of any such proposed action of the Executive Board at least thirty (30) days before removal action by the Executive Board.  The officer or Executive Board member affected shall have the right to respond to such notice within twenty (20) days after receipt of such notice.  The Executive Board may recommend that a Chapter Representative position be vacated as provided for in Section 4.4.

[top of page]

Article IV.  Chapters.

Section 4.1.  Chapters.

The Association shall encourage and recognize geographical based chapters of its members, provided, however that the respective chapters shall serve the interests of the Association’s members.  All members, officers, board members, and committee chairs of a chapter shall be members of the Association.

Section 4.2.  Recognition of Chapters.

The Executive Board shall prescribe the manner and criteria for recognition of regional chapters.

Section 4.3.  Chapter Representative to the Executive Board. 

The membership of each recognized regional chapter of the Illinois Government Finance Officers Association shall each elect an active member, who is also an active member of the Illinois Government Finance Officers Association, to serve as that chapter’s representative to of the Executive Board.  Such chapter representatives shall have the full rights and responsibilities of other active Executive Board members.  (Amended 9-89)

Section 4.4.  Removal of Chapter Representative from the Executive Board.

The Board of a recognized Chapter may, by a two-thirds vote, vacate their respective chapter representative position for good cause or whenever the Chapter Board shall determine that the incumbent is physically incapable of performing The duties of such office.  The Chapter Representative affected shall be given, by certified mail to their address on file with the Association, written notice of any such proposed action of the Chapter Board at least thirty (30) days before removal action by the Chapter Board.  The Chapter Representative affected shall have the right to respond to such notice within twenty (20) days after receipt of such notice.

[top of page]

Article V. Annual and Special Meetings.

Section 5.1.  Annual Meeting.

The association shall hold one annual meeting for the purpose of electing officers and transacting other business as necessary.  An appropriate notice shall be given to each active member at least thirty days prior to each annual meeting. 

Section 5.2.  Special Meetings.

Special meetings may be held upon the call of the President at such times as judged to be advisable for the general welfare of the association, provided, however, that written notice shall be given to active members at least ten (10) days in advance of such meeting.  At special meetings only those matters specified in the call may be considered. 

Section 5.3.  Quorum at Annual and Special Meetings.

Those active members present at the annual or special meeting shall constitute a quorum.

[top of page]

Article VI.  Committees.

Section 6.1.  Committees – General.

The President shall select all Committee Chairs from amongst the active members of the Association.  The designated Chairs of the committees shall select members of their respective committees.  Members of the Association that are not active members may serve as non-voting, advisory members of committees.  The President or Executive Director may recommend candidates to the committees.  Committee members may be re-appointed from year to year.  The Executive Director or his/her staff designee shall serve as a non-voting member of each Committee.  Committee Chairs may, in consultation with the President, designate a Vice-Chair of the committee.

Section 6.2.  Legislative Committee.

There shall be a Legislative Committee created for the purpose of reviewing, monitoring and making recommendations on legislation related to government finance.  Proposed legislation shall first be approved by the Executive Board prior to presentation to any person, group, or body politic.  (Amended 11-15-85)

Section 6.3.  Career Development Committee.

There shall be a Career Development Committee created for the purpose of developing and instituting in-service training programs. (Amended 11-15-85)

Section 6.4.  Membership Committee.

There shall be a Membership Committee created for the purpose of retaining existing members and promoting new membership in the organization, and effective delivery of services through communications with association members. (Amended 09/08/2008)

Section 6.5.  Technical Accounting Review Committee.

There shall be a Technical Accounting Review Committee created for the purpose of reviewing accounting, auditing, and financial reporting requirements as they affect the membership.  (Amended 11-15-85)

[top of page]

Article VII.  Association Staff.

Section 7.1.  Executive Director.

The Executive Board may appoint an Executive Director.  The Executive Director is responsible for the execution and administration of policies and programs approved by the Executive Board.  The Executive Director acts as the agent of the Executive Board in the employment and release of staff according to the policies approved by the Executive Board.  The Executive Director is responsible for the supervision and direction of the staff and for the implementation of approved personnel policies.  The Executive Director shall carry out other functions as assigned by the President or Executive Board.

[top of page]

Article VIII.  Indemnification of Executive Board Members, Committee Members, Officers, Employees, and Agents.

Section 8.1.  Indemnification.

The Association shall indemnify, defend, and hold harmless any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative, including an action by or in the right of the Association) by reason of the fact that he or she is or was a member of the Executive Board, committee member, officer, employee, or uncompensated (except for expense reimbursement) agent of the Association or who is or was serving at the request of the Association as a board member, committee member, officer, employee, or uncompensated (except for expense reimbursement) agent of another agency, association, corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association or, with respect to any criminal

Action or proceeding that the person had reasonable cause to believe that his or her conduct was unlawful.  However, with respect to any action brought by or in the name of the Association no indemnification shall be made if such person shall have been adjudged to be liable for negligence in the performance of his or her duty to the Association, except and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  Notwithstanding the foregoing, nothing contained herein shall be construed to permit indemnification for any willful or wanton misconduct.

Section 8.2.  Right to Expenses.

To the extent that a person referred to in Section 8.1 above has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Section 8.1 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 8.3.  Authorization by Executive Board.

Any indemnification under Section 8.1 or 8.2 above (unless ordered by a court) shall be made by the Association only as authorized in the specific case, upon a determination that indemnification is proper because the person seeking indemnification has met the applicable standard of conduct set forth in Section 8.1 above.  Such determination shall be made (i) by the Executive Board by majority vote of a quorum consisting of members of the Executive Board who were not parties to such action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Executive Board members so directs, by independent legal counsel in a written opinion.

Section 8.4.  Advancement of Expenses.

Expense incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit, or proceeding, as authorized by the Executive Board in the specific case, upon receipt of an undertaking by or on behalf of the person seeking indemnification to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Association as authorized in this Article.

Section 8.5.  Non-exclusive.

The indemnification provided by this Article shall not be deemed exclusive of any other indemnification rights to which those persons referred to in Section 8.1 above or other persons may be entitled under any agreement, vote of disinterested members of the Executive Board or otherwise, and shall continue as to a person who has ceased to be a member of the Executive Board, committee member, officer, employee, or agent, and shall inure to the benefit of the heirs, executor, and administrators of such persons.

Section 8.6.  Settlement by Association.

The right of any person to be indemnified shall be subject always to the rights of the Association by its Executive Board, in lieu of such indemnity, to settle any such claim, action, suit, or proceeding, at the expense of the Association or its insurers, by payment of the amount of such settlement and the costs and expenses incurred in connection therewith.

Section 8.7.  Insurance.

The Association may purchase insurance to indemnify members of the Executive Board, committee members, officers, employees, or agents.

[top of page]

Article IX.  General

Section 9.1.  Amendment of the By-Laws.

These by-laws may be amended at any annual or special meeting of the association by a majority vote of the active members present, providing that written notice of proposed amendments has been given to all active members at least thirty (30) days before the meeting.  (Amended 3-8-76)

Section 9.2.  Parliamentary Authority.

The most current version of Robert’s Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any rules the Executive Board may adopt, and are not in conflict with the Articles of Incorporation of the Association.

Section 9.3.  Dissolution.

On liquidation or dissolution, all properties and assets of this corporation remaining after paying or providing for all debts and obligations shall be distributed and paid over by the Executive Board to the Government Finance Officers Association of the United States and Canada or corporation or foundation who have as their purpose the furtherance of the public finance profession for professionals working in the local government finance field, as the Executive Board may determine, provided that the receiving organization has established its exemption under the Internal Revenue Code of 1954, Section 501 (c), as Amended and/or other governmental exemption requirements.

[top of page]