of
Southern Illinois Learning Resource Cooperative
ARTICLE I - DEFINITIONS
The following words and terms as used in the by-laws of Southern Illinois Learning Resources Cooperative, a not-for-profit corporation, shall, unless the context shall otherwise require mean and be defined as:
ARTICLE II - OFFICES AND REGISTERED AGENT
Section 1. Principal Office: The principal office of the corporation shall be located at Kaskaskia College, Shattuc Road, Centralia, Illinois, and there may be such other place or places of business, within the state, as the board of directors or president shall designate.
Section 2. Registered Office and Agent: The registered office
and its registered agent or the principal office may be changed by the
board of directors.
ARITCLE III - MEMBERS
Section 1. Election of Members: All applications for membership must include payment for consideration and be directed to the principal office. A representative from prospective members must attend a board meeting at which time their application to join the corporation will be reviewed. This visit must be conducted prior to the vote on admission. The vote on admission should take place at the meeting following the review, but must be concluded no later than the third meeting following the review of the application. An affirmative vote of two-thirds of all members of the board shall be required for election of a new member or a new associate member.
Section 2. Termination of Membership: The board of directors by affirmative vote of two-thirds of all of the members of the board may suspend or expel a member or an associate member for cause after an appropriate hearing.
Section 3. Resignation: Any member or associate member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member or associate member so resigning of the obligation to pay any dues, assessments or other charges theretofore accured and unpaid.
Section 4. Reinstatement: Upon written request signed by a duly appointed representative of a former member or associate member, the board of directors may by the affirmative action of two-thirds of the members of the board reinstate such former member or associate member to membership upon such terms as the board of directors may deem appropriate.
Section 5. Membership-L Full membership is limited to Illinois Colleges and associate membership to both in-state and out-of-state colleges, and Illinois library systems. Multi-campus units may choose to join as individual institutions or as a collective unit.
Section 6. Transfer of Membership: Membership in this corporation
is not transferable or assignable.
ARTICLE IV - MEETING OF MEMBERS
Section 1. Bi-monthly meetings shall be held on the second Monday at 10:00 a.m. unless otherwise designed by the board of directors. Special meetings may be called by the president or by the board of directors. Attendance at four meetings is expected of all full members. Representation by proxy does not constitute attendance. Membership may be suspended or terminated based on poor attendance. Poor attendance is defined as the absence of a director or alternate from three consecutive meetings or three meetings in one fiscal year. This attendance requirement does not apply to associate members.
Section 2. Notice of Members' Meetings: Written or printed notice stating the hour, place and the day of the meeting shall be delivered not less than seven (7) nor more than forty days before the date of the meeting, either personally or by mail, to a representative of each member entitled to vote at such meetings. Notices of members' meetings should also be sent to associate members. Notices of a special meeting and the purpose for which the meeting is called must be given in writing and/or orally at least forty-eight (48) hours prior to the meeting.
Section 3. A majority of the members and associate members represented in person shall constitute a quorum at a meeting of the members.
Section 4. Voting: Each member exercises its vote through its
designated director or alternate serving on the board of directors or by
a written proxy. Multi campus institutions who join as a collective unit
will have one vote. A proxy is valid only if signed and dated and expires
after the meeting following the date of the proxy. Associate members will
have the same voting privileges as regular members, one vote per institution.
Associate members will not be permitted to vote on issues that are legally
and governmentally limited to Illinois institutions.
ARTICLE V - THE DIRECTORS
Section 1. Power: The board of directors shall:
Section 3. Election and Term: Each member and associate member shall appoint one director and one or two alternates. Multi-campus institutions may appoint one alternate per campus. Each director and alternate shall hold office until a successor is appointed.
Section 4. Vacancies: In the event a vacancy shall occur on the board of directors, such vacancy shall be filled by the member who appointed the vacating director.
Section 5 . Quorum: A simple majority of the directors shall
constitute a quorum to transact business of the corporation and the act
of the simple majority of the directors present at any meeting shall be
the act of the board of directors.
ARTICLE VI - THE OFFICERS
Section 1. The officers of the corporation shall be a president, a president elect, a secretary, a treasurer and such other officersand assistant officers as may be prescribed by the board of directors. Two or more offices may be held by the same person, except that of president and secretary. Officers willserve for one year with the exception to treasurer, which will be for two years. All officers shall be elected from those institutions holding full membership.
Section 2. Election and Terms: The election shall be held at the June meeting or the last meeting of the fiscal year or such other meeting as the directors shall call for such a purpose. The said officer shall be elected annually and shall hold office until their successors are elected or until a vacancy occurs.
Section 3. The President: The president shall manage the affairs of the corporation, except as shall otherwise be reserved by the by-laws or action of the directors; shall preside at the meetings of the members and board of directors, and shall be vested with the powers and duties incident to the office of the president.
Section 4. The President Elect: In the absence of the president or in the event of his inability or his refusal to act, the president elect has the power to act and shall thereupon be vested with all the powers and duties of the president.
Section 5, The Secretary: The secretary shall keep the minutes of the business and other matters transacted at the meetings of the Members and Directors, mail or cause to be mailed all notices required under the by-laws, have custody of the corporate seal and records, maintain a list of the members and their addresses, and perform all other duties incident to the office of secretary.
Section 6. The Treasurer: The treasurer shall have custody of the funds of the corporation, collect monies due, pay the obligations of the corporation out of its funds and perform such other duties as are incident to the office of the treasurer. At the election of the directors, the treasurer may be required to be bonded for such amount andunder such conditions as the directors may see fit to impose.
Section 7. Removal of Officers: Any officer may be removed whenever, in the judgment of a quorum of the directors, the best interest of the corporation will be served by such removal.
Section 8. Dues: The board of directors may assess the respective members and associate members annually for the conduct of business of the corporation.
Section 9. Default and Termination of Membership: When any, member or associate member shall be in default in the payment of dues if for a period of six (6) months from the beginning of the period for which such dues become payable, its membership may thereupon be terminated by a quorum of the board of directors in the manner provided in Article III of these by-laws.
Section 10. Committees: Alternates of full members may serve on committees and hold elective office except President/ President Elect.
Section 11. Associate Members: Associate members may serve on committees, but not hold executive office.
Section 12: Telecourse Coordinator: The purpose of telecourse
coordinator is to facilitate the use of telecourses by member schools under
the fiscal restraints of these by-laws. The telecourse coordinator, appointed
by the president, will be authorized to sign contracts on be half of SILRC.
ARTICLE VII - CONTRACTS, CHECKS. DEPOSITS AND FUNDS
Section 1. Contracts: The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. All contractual agreements require the signature of the president and one other officer.
Section 2. Checks, drafts, Etc.: All checks, drafts or other orders of the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be, determined by resolution of the board of directors. In the absences of such determination of the board of directors, such instruments shall be signed by the treasurer and countersigned by the president or president elect of the corporation.
Section 3. Deposits: All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select. Funds for external agencies shall be handled in accordance with the rules and regulations governing those funds.
Section 4. Gifts: The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.
ARTICLE VIII - CERTIFICATES OF MEMBERSHIP
Section 1. Certificates of Membership: The board of directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the board. Such certificates shall be signed by the president or a president elect and by the secretary and shall bear the corporation's seal which may be in facsimile. The name and address of each member and associate member shall be entered on the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued there or upon such terms and conditions as the board of directors may determine.
Section 2, Issuance of Certificates: . When a member or an associate member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in the member's or associate member's name and delivered to it by the secretary.
ARTICLE IX - BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or its agent or attorney for any proper purpose at any reasonable time.
ARTICLE X - FISCAL YEAR
The fiscal year of the corporation shall begin on July I and ends on June 30.
ARTICLE XI - SEAL
The corporate seal shall have inscribed thereon " Southern Illinois
Learning Resources Cooperative" and the words "Corporate Seal, Illinois."
ARTICLE XII - WAIVER OF NOTICE
Whenever notice is required to be given under the provisions of the
General Not for Profit Corporation Act of Illinois or under the provisions
of the articles of incorporation or the by-laws of the corporation, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
ARTICLE XIII - AMENDMENTS
The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the board of directors. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. All changes to the by-laws require two-thirds affirmative vote of the total membership.
ARTICLE XIV - PARLIAMENTARY AUTHORITY
Robert's Rules of Order, in the latest edition, shall serve as the governing authority for all meetings of the corporation except that such rules shall not be in opposition to these by-laws.