IEZA Revised By-Laws

The following revised IEZA by-laws are to be voted on at the 2007 Adminstrators Training Conference in Moline, Illinois. The vote for these by-laws will take place on the final day of the conference, Friday, May 18, 2007 at 11:00 a.m. This year's spring conference is being held at the Stoney Creek Inn.

(Go to to the bottom of this article for the PDF file of the By-Laws.)

BY-LAWS OF THE ILLINOIS ENTERPRISE ZONE ASSOCIATION

ARTICLE 1 – General

1.1 NAME. The name of the association shall be the ILLINOIS ENTERPRISE ZONE ASSOCIATION hereinafter referred to as "ASSOCIATION."

1.2 DEFINITION. The ASSOCIATION is a creative coalition of enterprise zone officials, economic development professionals and prominent business leaders organized to promote, strengthen and enhance the Illinois Enterprise Zone Program.

1.3 PURPOSE. The purpose of the ASSOCIATION is to provide a forum for Illinois Enterprise Zone representatives to coordinate, respond to and support the needs, efforts and concerns of individual enterprise zones in Illinois.

1.4 OFFICE OF ASSOCIATION. The office of the ASSOCIATION shall be the office designated by the President of the Board of Directors as the case may be from time to time.

1.5 FISCAL YEAR. The fiscal year of the ASSOCIATION shall begin on the first day of January and end on the thirty-first day of the succeeding December of each twelve-month period.

ARTICLE 2 – Membership

2.1 CATEGORIES OF MEMBERSHIP. The ASSOCIATION shall have two categories of members. The designation of each category and the qualifications of the members of each category shall be as follows:

  • A. VOTING MEMBERS. A voting Member shall consist of one (1) representative member from each Enterprise Zone where such Enterprise Zone has been created pursuant to the Illinois Enterprise Zone Act as approved by the State of Illinois. Each Enterprise Zone shall have one (1) voting member and one (1) vote.
  • B. NON-VOTING MEMBERS. A Nonvoting Member shall consist of any individual, partnership, corporation or other entity which desires to foster the purpose of the ASSOCIATION. Each nonvoting member does not have any voting privileges on any business brought before the membership or Board of Directors.

2.2 ELECTION OF MEMBERS. Voting and Nonvoting Members shall be approved by a majority vote of the Board of Directors.

2.3 TERMINATION OF MEMBERSHIP. The Board of Directors by affirmative vote of twothirds (2/3) of all Board members present and voting at a regular or special meeting of the Board shall suspend or expel a member for cause after an appropriate hearing, and shall, by a majority vote of those present and voting at a regular or special meeting of the Board, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.

2.4 RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

2.5 REINSTATEMENT. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds (2/3) of the members of the Board, reinstate such former member to membership under such terms as the Board may deem appropriate.

2.6 DUES. Dues for voting members shall be determined by a majority vote of the Board of Directors and voting at a regular or special meeting. Dues for nonvoting members shall be by structured categories and shall be determined by a majority vote of the membership present and voting at a regular or special meeting. The Board of Directors shall make recommendations on dues changes to the membership prior to any vote by the membership. Payment of dues for each fiscal year shall be made to the Treasurer prior to the annual meeting. No voting member shall be entitled to vote or hold office until dues have been paid.

2.7 MEMBERSHIP LIST. It shall be the duty of the member to notify the President of any change in the member representing an enterprise zone in time for proper notice of meetings and events; otherwise, such notice is waived.

ARTICLE 3 – Meetings

3.1 REGULAR MEETINGS. Regular meetings of the membership of the ASSOCIATION shall be held on the third Friday of a designated month in each quarter of the fiscal year or as otherwise designated by the President.

3.2 SPECIAL MEETINGS. Special meetings of the membership of the ASSOCIATION for any purpose or purposes may be called by the President or by a majority of the Board of Directors and shall be called by the President or Board of Directors upon request of a majority of the membership of the ASSOCIATION. No business shall be transacted at any special meeting of the membership except as shall be set forth in the notice of the meeting.

3.3 ANNUAL MEETING. The annual meeting of the members of the ASSOCIATION shall be held within ninety (90) days of the end of the fiscal year.

3.4 PLACES OF MEETINGS. Meetings will be held at the places designated by the President.

3.5 NOTICE OF MEETINGS. Written notice stating the place, day and hour of the meetings, and in the cases of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed to each member at the last known mailing address of such member not less than ten (10) days prior to regular meetings or five (5) days prior to special meetings.

3.6 QUORUM. A majority of the voting members of the ASSOCIATION shall constitute a quorum. Enterprise Zones may appear and be counted toward the quorum either through their respective representative members or by the proxy of the representative member.

3.7 PROXIES. At all meetings of the membership, any voting member may vote and be counted toward a quorum by proxy executed in writing by the representative member or by his/her authorized attorney-in-fact. Such proxy shall be filed with the Secretary.

ARTICLE 4 – Officers and Directors

4.1 BOARD OF DIRECTORS. The business affairs of the ASSOCIATION shall be managed by its Board of Directors.

4.2 NUMBER, TENURE AND QUALIFICATIONS. The number of persons on the Board of Directors shall be no less than nine (9) or greater than twelve (12). The Board of Directors shall include the Past President, President, Vice- President, Secretary, Treasurer and the following committee chairmen and co-chairmen as elected by the membership: Membership Chairman and Co-Chairman, Legislative Chairman,Marketing Chairman and Co-Chairman, and Department of Commerce and Community Affairs (DCEO) Liaison. All members of the Board of Directors shall be voting members and representative member of their respective Enterprise Zones.

4.3 PRESIDENT. The President shall preside at all meetings of the Board of Directors; of the Executive Committee and of the membership. The President shall provide leadership on the development of ASSOCIATION Policies in coordination with the Board of Directors. The President shall prepare an annual budget in coordination with the Executive Committee. The President may assign such duties as may be necessary to other members of the ASSOCIATION. The president shall call meetings and perform other duties in accordance with these by-laws or customary to the office.

4.4 PAST PRESIDENT. The Past President shall advise the President, Executive Committee and Board of Directors and perform such other duties as assigned by the President.

4.5 VICE PRESIDENT. The Vice President shall assist the President in the guidance and coordination of ASSOCIATION activities. The Vice President shall carry out any other duties as assigned by the President. In the absence of, or in the event of the incapacity of, the President, the Vice President shall assume the duties of the President. The Vice President shall perform such other duties in accordance with these by-laws or customary to the office.

4.6 SECRETARY. The Secretary shall keep an accurate list of the ASSOCIATION members; notify members, Executive Committee and/or Board of Directors of their respective meetings; prepare and distribute notices and minutes of all meetings; report to the membership on the election of officers and perform such other duties in accordance with these by-laws or customary to the office.

4.7 TREASURER. The Treasurer shall receive and disburse ASSOCIATION funds upon approval; collect dues and assessments; assist the President in preparing the annual budget; maintain accounts which shall be open to inspection by members and which shall be subject to audit; prepare for each meeting of the Board of Directors and membership a financial report to include a current balance sheet and income statement and perform such other duties in accordance with these by-laws or customary to the office.

4.8 MEMBERSHIP CHAIRMAN AND CO-CHAIRMAN. The Membership Chairman and Co-Chairman shall exist as Zone Administrator Membership Chairman & Business Membership Co-Chairman and they shall be responsible for the recruitment and retention of members. They shall report on the status of the membership at all meetings of the Board of Directors and membership. They shall perform such other duties in accordance with these by-laws or customary to the position.

4.9 LEGISLATIVE CHAIRMAN. The Legislative Chairman shall monitor all legislation before the federal and state government which affects the ASSOCIATION and its members. He/she shall report at all meetings of the Board of Directors and the membership on the status of such legislation. He/she shall perform such other duties in accordance with these by-laws or customary to the position.

4.9 MARKETING CHAIRMAN AND CO-CHAIRMAN. The Marketing Chairman and Co- Chairman shall coordination of the promotion of the purpose of the ASSOCIATION. They shall publish the ASSOCIATION newsletter. They shall report at all meetings of the Board of Directors and the membership on the status of the ASSOCIATION’S marketing program. They shall perform such other duties in accordance with these by-laws or customary to the position.

4.10 DCEO LIAISON. The DCEO Liaison shall coordinate the mutually beneficial relationship between the ASSOCIATION and DCEO. He/she shall report at all meetings of the Board of Directors and the membership on DCCA issues. He/she shall perform such other duties in accordance with these by-laws or customary to the position.

4.11 DCEO ENTERPRISE ZONE MANAGER. The DCEO State Enterprise Zone Program Manager may be appointed as a voting member of the board by a two-thirds (2/3) majority vote of the Board of Directors.

4.12 ELECTION AND TERM OF OFFICE. The term of office for each officer and committee chairman shall be two (2) years. Five (5) members of the Board of Directors shall be elected in even-numbered years and six (6) members in the odd-numbered years. Each member of the Board of Directors shall hold office until the next election by the membership or until his/her successor shall have been duly elected. Elections shall occur during the last quarter of the fiscal year.

4.13 REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held in conjunction with meetings of the membership or as called by the President.

4.14 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Board of Directors. The person or persons authorized to call special meetings shall establish the location of said meeting and provide five (5) days notice except as waived by all members of the Board.

4.15 ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if consent setting forth the actions so taken is provided and taken by all of the Board members that would have been entitled to vote action had a meeting been held. Actions without meeting may be taken by means including but not limited to: teleconference; videoconference; facsimile; or email, provided board members are represented in the numbers required for ordinary actions as spelled out elsewhere in these By-Laws.

4.16 QUORUM. A majority of the Board of Directors shall constitute a quorum, but if less than a majority is present at a meeting, a majority of the Board members present may adjourn the meeting without further notice.

4.17 VOTING. A majority vote of the Board of Directors present and voting shall be required for an act or resolution under consideration to constitute an act or resolution of the Board of Directors except where otherwise indicated in these by-laws.

4.18 VACANCIES. Any vacancy occurring on the Board of Directors may be filled by an affirmative vote of the majority of the remaining Board members even if the remaining Board members constitute less than a quorum of the Board. A Board member elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

4.19 REMOVAL OF DIRECTORS. At a special meeting of the membership called expressly for that purpose, Board members may be removed. The entire Board of Directors may be removed with or without cause by a vote of the holders of a majority of the voting members entitled to vote at an election of the Board.

ARTICLE 5 – Executive Committee

5.1 COMPOSITION. Management of the affairs of the ASSOCIATION may be expedited by an Executive Committee composed of the President, Past President, Vice President, Secretary and Treasurer. Other members of the Board of Directors may attend meetings as needed as nonvoting members.

5.2 DUTIES. The Executive Committee shall perform such duties as may be assigned to it by the Board of Directors. The Board of Directors shall ratify Executive Committee actions in and with these by-laws.

5.3 MEETINGS AND QUORUMS. Meetings of the Executive Committee53 shall be called by the President or by majority the Committee members. A majority of the Executive Committee shall constitute a quorum for transaction of business.

ARTICLE 6 – Amendments

6.1 AMENDMENTS TO BY-LAWS. The by-laws may be amended or repealed and new bylaws may be adopted only by a majority vote of the membership present and voting at a regular or special meeting. Proposed amendments must be presented to the membership no later than five (5) days prior to said meeting. ADOPTED BY THE MEMBERSHIP OF THE ILLINOIS ENTERPRISE ZONE ASSOCIATION ON THIS NINTH DAY OF OCTOBER, 1991 AND EFFECTIVE NOVEMBER 1, 1991. AMENDED AND EFFECTIVE JUNE 22, 2001.

pdfIEZA By-Laws, revised 3/21/07 to Membership 33.92 Kb