Bylaws

1.1 Principal Office. The principal office of the Corporation is located at Du Page County Procurement Services, 421 North County Farm Road, Wheaton, DuPage County, State of Illinois, 60187.

1.2 Change of Address. The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:

Dated:

Dated:

Dated:

1.3 Other Offices. The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

1.4 Name. The name of this Corporation shall be Illinois Association of Public Procurement Officials, Inc. (IAPPO), a chapter of the Institute for Public Procurement (NIGP).

2.1 IRC Section 501(c)(3) Purposes. The corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

2.2 Specific Purposes. The specific purposes of the Corporation shall be:

• To establish cooperative relationships among its members for the development of efficient purchasing methods and practices in the field of educational, governmental, and public institutional procurement.

• To serve as an organization for purchasing officials in the State of Illinois.

• To promote uniform public purchasing laws and simplified standards and specifications.

• To promote the interchange of ideas and experience within the purchasing profession.

• To promote professional competence through ongoing training and certification of those engaged in the purchasing profession.

• To develop and distribute price data of common or similar items procured by the members and to collect, analyze, and distribute information relative to the organization and administration of governmental purchasing activities.

• To assure the public (taxpayers) that the maximum effort is being made to spend their tax money wisely and in the most professional manner possible.

• To promote cooperative purchasing among public purchasing offices in the State of Illinois.

• To advance purchasing as a profession and encourage professionalism of its members.

• To observe the purposes, aims, and objectives of the National Institute of Governmental Purchasing, Inc.

• To achieve recognition of the place of public purchasing in the governmental structure.

 

In furtherance of the purposes described above, but not in limitation thereof, the Corporation shall have the power:

• To collect and disseminate statistical and other information related to public purchasing activities.

• To study policies and submit reports or recommendations related to public
purchasing activities.

• To compile and maintain data related to public purchasing activities.

• To secure and present views of the members on subjects related to public
purchasing activities.

• To engage in any lawful activities that will enhance the purpose of the Corporation.

4.1 Admission to Membership. An applicant becomes a member upon acceptance of the application, payment of dues, and confirmation by the Membership Committee that they meet all eligibility requirements as outlined in Article IV, Section 2.

4.2 Classes of Membership. This Corporation shall consist of Regular, Lifetime, and Honorary memberships.

4.2.1 Regular Membership. Regular membership in the Corporation shall be open to all public institution procurement and materials management agencies/personnel including federal, state, county, municipal, and township activities, public school systems, colleges, universities, hospitals, park districts, commissions, authorities, and any other political subdivisions of the State of Illinois; vendors excluded.

4.2.2 Lifetime Membership. Lifetime membership may be conferred upon active members of this chapter upon their retirement from the purchasing profession and upon written request for such membership; vendors excluded. Lifetime members shall be entitled to vote and hold office and shall be exempt from payment of dues.

4.2.3 Honorary Membership. Honorary membership may be bestowed upon individuals who have made distinguished contributions to the purchasing profession or this Corporation, upon recommendation and majority vote by the Executive Board. Honorary Members shall not be entitled to vote or hold office and shall be exempt from payment of dues.

4.3 Prerogatives. All members shall enjoy the same rights and privileges except as stated in Article IV, Section 2. Each Regular Member and Lifetime Member shall be entitled to vote on all questions before the Corporation membership, to vote in the election of officers and to be eligible for appointment to standing or special committees. Proxy voting is not permitted.

4.4 Officers. All Regular Members and Lifetime Members shall be eligible for election as an officer of the Corporation.

4.5 Subscription to Purpose. All persons who desire to become members of this Corporation shall subscribe to the purposes of the Corporation as outlined in Article II of these Bylaws.

4.6 Suspension and Revocation. The Executive Board may suspend or revoke the membership of any person for nonpayment of dues; for other just cause, including violations of these Bylaws or any lawful rule or practice duly adopted by the Corporation; or a violation of the NIGP Code of Ethics. A person considered for membership suspension or revocation, except for nonpayment of dues, shall be provided written notice of the proposed action by the Executive Board and shall be given opportunity to show cause as to why the membership should not be revoked or suspended.

4.7 Membership Fee. The membership fees for all types of membership shall be determined by a vote of the Executive Board. Membership fees may vary annually and/or by membership type as determined by the Board.

5.1 Meetings. There shall be a business meeting of the Corporation held annually during the same time period as the regularly scheduled fall meeting and regular meetings each spring, unless otherwise ordered by the membership, for the receiving of reports and the transaction of other business. All meetings of the Corporation shall be open to the public; except for any meeting determined to be closed to all but the active membership, such a determination needing the majority vote of the Executive Board. Notice of regular meetings shall be issued by the Secretary and shall be mailed to the last recorded address of each member at least thirty days prior to the meeting.

5.2 Special Meetings. Special meetings of the Corporation may be called by the President on his/her own motion. Special meetings may be called by any other officer upon approval of the Executive Board. Regular Members of the Corporation may, upon approval of the Executive Board or upon presenting written approval of a majority of the regular membership, call for a special meeting of the Corporation. Notice of Special Meetings shall be issued by the Secretary, in writing, to each member at least fifteen (15) days prior to the meeting.

5.3 Committee Meetings. Committees shall meet as often as necessary to accomplish their goals.

5.4 Quorum. A quorum shall consist of those active members in attendance at the scheduled or special meeting.

5.5 Voting. Each Regular Member or Lifetime Member in good standing shall be entitled to one (1) vote. Except as otherwise provided by the Bylaws of the Corporation, a majority of the votes cast by the membership at a meeting duly called shall be sufficient to take or authorize action upon any matter which may properly be brought before the meeting.

5.5.1 Tie Vote. In the event of a tie vote in any election held for any IAPPO officer or Board position, the membership present at the meeting shall revote by ballot on only the candidates who tied. In the event of a tie during the revote by the membership, then the current IAPPO Officers and Board members shall, by secret ballot, vote on the candidates who have tied, and such vote shall determine the election. In the event such a vote by the IAPPO Officers and Board members shall also result in a tie vote, then the procedure provided for herein shall be repeated until the tie is broken.

5.6 Order of Business. The order of business at meetings shall be as follows:

1. Call to Order
2. Reading of minutes of previous meeting
3. Receiving communications
4. Report of Officers
5. Reports of committee heads and committee members
6. Unfinished Business
7. New Business
8. Election of Officers (fall meeting)
9. Adjournment

The order of business may be altered or suspended at any meeting by a majority vote of the members present. Except where inconsistent with these Bylaws, Robert's Rules of Order shall govern the conduct of the meetings of the Corporation.

6.1 Elective Officers. The elective officers of this Corporation shall be President, Vice President, Secretary, Treasurer, and up to six (6) At-Large members of the Executive Board. Other offices and officers may be established or appointed by the active members of the Corporation at their regular meetings. All officers of the Corporation must be members in good standing of IAPPO and, additionally, the President, Vice President, and either Secretary or Treasurer must also be members in good standing of NIGP. In the event that the elected officer's agency will not pay or reimburse expenses for the mandatory NIGP membership requirement, up to one membership may be paid by the Corporation as determined by the Executive Board.

6.2 Terms. The President, Vice President, Secretary and Treasurer shall serve for a term of two years until successors are duly elected. Officers are eligible for reelection. The six At-Large Executive Board Members shall serve for a term of three years until successors are duly elected. At-Large Board Members are eligible for reelection.

6.3 President. The President shall be the chief officer of the organization and Chairperson of the Executive Board and shall preside at all meetings of the Corporation and Executive Board. He/she shall be a member of the Executive Board and a member, ex-officio, of all other Committees. The President shall have the general responsibility for the activities of the Corporation and perform all other duties usually associated with the office of the President. The President shall appoint the chairperson and members of all Standing and Special Committees.

6.4 Vice President. The Vice President shall assist the President in the performance of his/her duties and shall assume such other duties as are assigned by the President or Executive Board. In the absence of the President, the Vice President shall assume the duties of the President and shall preside at the meetings of the Corporation. In the event that the President shall be unable to serve, the Vice President shall succeed to the office of the President for the remainder of the President's term.

6.5 Secretary. It shall be the duty of the Secretary to give notice of and attend all Corporation meetings, make provisions for the keeping and distribution of a record of the proceedings, conduct correspondence, maintain a list of Corporation members, publish and distribute to all members a chapter newsletter, and perform such other duties as may be assigned by the President or Executive Board including, but not limited to.

Certify and keep at the principal office of the corporation the original or a copy of, these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees and directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice was given, the names of those present or represented at the meeting and the proceedings.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or provisions of these Bylaws, to duly executed documents of the corporation.

Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date of which such membership ceased.

Exhibit at all reasonable times to any officer or executive board member of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

In general, perform all duties incident to the office of Secretary and such duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Executive Board.

6.6 Treasurer. The Treasurer shall receive all revenues of the Corporation and shall deposit the same in an approved bank in the name of the Corporation. The Treasurer shall disburse funds by check for expenses incurred by the Corporation, keep regular and accurate accounts of all funds, and at all times have the accounts open for inspection by the President and the Executive Board. The Treasurer shall send annual membership dues notice to the members and maintain an accurate roster of paid members. The Treasurer shall report, in writing, at the bi-annual meeting of the Corporation on the state of the Corporation's financial reports at such times as requested by the President or the Executive Board and shall submit other reports as required.

6.7 Executive Board. The governing body of this Corporation shall be the Executive Board, chaired by the President and consisting of the President, the immediate past President, Vice President, Secretary, Treasurer and the At Large elected members.

6.7.1 Duties and Powers. The Executive Board shall have supervision, control, and direction of the affairs of the Corporation; shall execute the policies and decisions of the active membership; shall actively pursue the Corporation's objectives; and shall have discretion in the disbursement of funds. The Executive Board shall control and manage the affairs and finances of the Corporation and shall have authorization to take actions that will serve the best interest of the Corporation and its members. It may adopt such rules for the conduct of its business as shall be deemed advisable and may, in the execution of powers granted, appoint subcommittees or agents to work on specific problems or reports.

6.7.2 Meetings and Quorums. The Executive Board shall meet upon call of the President, any three (3) members of said Board, or upon demand of the majority of the active members of the Corporation. The Board members present constitute a quorum for the transaction of business at any scheduled meeting. In the event of a tie, the President or the Board Member presiding at the Board Meeting shall cast the deciding vote. Written notice shall be given Board Members ten (10) days before the date of the meeting. It shall include the place, date, time, and purpose of the meeting so the members may be prepared for any discussions. If the meeting is urgent and time will not permit a written notice, a waiver may be ratified at the time of the meeting. The Executive Board shall have a regular meeting at the time and place of the semi-annual meeting and shall report to the membership on its activities.

6.8 Records Transfer. At the expiration of their terms, the elective officers shall deliver all books, money, and other property to their successors.

6.9 Vacancies. A vacancy may exist in any office for the following reasons:

• Death
• Resignation in writing
• Inability to perform the duties of the office
• Removal from office for cause

Any Executive Board Member may resign at any time by written notice to the President. The President may resign at any time with written notice to the Secretary.

Any Executive Board Member who has left public sector employment and is employed in the private sector shall automatically vacate his or her elected position.

Any Executive Board Member who has left public sector employment may serve in his or her elected position for up to six (6) months from the date of their employment termination. If public sector employment has not been procured by the end of the sixth month requirement, the Executive Board Member shall automatically vacate his or her position.

Any Executive Board Member who is absent for three consecutive executive board meetings (face-to-face or telephonic) without an acceptable excuse shall be deemed to have resigned on the effective date of the third absence.

The entire standing Executive Board may, by a majority vote, vacate any office (herein defined as President, Vice President, Secretary, Treasurer, and At-Large Executive Board Members) for cause or whenever the Executive Board shall determine that the incumbent is incapable of performing the duties of such office. The officer affected shall be given, by registered mail, written notice of any such proposed action of the Executive Board, together with a detailed statement of the reasons thereof, at least thirty (30) days before removal action by the Executive Board. The officer affected shall have the right to respond to such notice within twenty (20) days after receipt of such notice. A vacancy in any office may be filled for the unexpired term by designation by the President, subject to the approval of the Executive Board. When the position of the President becomes vacant, the provisions of Article VI, Section 4 shall apply.

6.10 Officers and Executive Board Members. The officers and executive board members shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

6.11 Indemnification by Corporation of Directors and Offices. The officers and executive board members of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

6.12 Insurance for Corporate Agents. Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including Executive board members, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

7.1 Standing Committees. The Standing Committees of the Corporation shall be:

• Membership Committee
• Nominating Committee
• Legislative Review Committee
• Education and Professional Development Committee
• Budget Committee

Additional Standing Committees may be established from time-to-time by a vote of the active membership. Members of these committees and their respective chairperson shall be appointed by the President. Each Standing Committee shall have a chairperson, who shall be responsible for directing and coordinating the affairs of this committee.

7.2 Membership Committee. A Membership Committee of not less than two (2) active members shall be appointed by the President.

7.2.1 Responsibilities. The Membership Committee's primary responsibilities are to organize an effective recruiting program, to prepare materials for distribution to potential members to help familiarize them with the Corporation, to work with the President on membership problems, and to make recommendations as to the amount of membership fees to be paid by the active membership.

7.2.2 Meetings. The Membership Committee shall meet as often as necessary to accomplish their goals. The Membership Committee Chairperson shall make periodic progress reports to the President on the status of their activities.

7.3 Nominating Committee. A Nominating Committee of not less than two (2) active members shall be appointed by the President.

7.3.1 Responsibilities. The Nominating Committee's primary responsibility shall be to develop a slate of candidates for the Corporation elections consistent with these Bylaws. Additionally, this committee, with concurrence of the President, shall develop criteria, solicit nominations and determine awards for the Corporation "Manager of the Year" and "Buyer of the Year" awards.

7.3.2 Meetings. The Nominating Committee shall meet as often as necessary to accomplish their goals. The Nominating Committee Chairperson shall make periodic progress reports to the President on the status of their activities.

7.4 Legislative Review Committee. A Legislative Review Committee of not less than two (2) active members shall be appointed by the President.

7.4.1 Responsibilities. The Legislative Review Committee shall strive to keep informed of all proposed legislation which may affect, either directly or indirectly, the purchasing or contracting policies and procedures of any member. The committee shall recommend to the Executive Board what official position the Corporation should take, if any (support, oppose, or neutral), regarding such proposed legislation.

7.4.2 Meetings. The legislative Review Committee shall meet as often as necessary to accomplish their goals. The Legislative Review Committee Chairperson shall make periodic progress reports to the President on the status of their activities.

7.5 Education and Professional Development Committee. An Education and Professional Development Committee of not less than two (2) active members shall be appointed by the President.

7.5.1 Responsibilities. The Education and Professional Development Committee's primary responsibilities are to plan, establish, and coordinate educational programs, subject to approval by the Executive Board, which further the knowledge, expertise and professionalism of the membership and towards certification (CPPB and CPPO) of the Corporation members.

7.5.2 Meetings. The Education and Professional Development Committee shall meet as often as necessary to accomplish their goals. The Education and Professional Development Committee chairperson shall make periodic progress reports to the President on the status of their activities.

7.6 Budget Committee. A Budget Committee of not less than two (2) active members shall be appointed by the President.

7.6.1 Responsibilities. The Budget Committee shall analyze revenue and expenditures of the Corporation; the Budget Committee shall prepare a proposed budget for consideration by the Executive Board at its spring meeting; the Budget Committee shall monitor and adjust the budget as required.

7.6.2 Meetings. The Budget Committee shall meet as often as necessary to accomplish their goals. The Budget Committee chairperson shall make periodic progress reports to the President on the status of their activities.

7.7 Special Committees. The President may, from time-to-time, appoint Special Committees. The Chairperson of such a committee shall keep the President advised at all times on the activities of the committee and render progress reports as required by the President.

 

8.1 Nominations. The Nominating Committee shall propose nominees for all of the officers and at-large Executive Board Members to be elected. All nominees selected by the Nominating Committee shall give prior consent before their names can be presented to the membership. Additionally, any eligible and consenting members may also be nominated from the floor.

8.2 Elections. Elections shall be by a simple majority vote of those Regular and Lifetime Members in good standing present and voting at the election. Alternately, an absentee ballot may be obtained, signed above the printed name of the Chapter Member, and submitted by U.S. Postal delivery, e-mail, facsimile, or hand-delivery, so as to be received by the Chapter Nominating Committee Chair at least ten (10) days prior to the beginning of the election.

8.3 Terms of Office. The terms of office for all Officers and At-Large Board Members shall commence January 1 following the fall election.

8.3.1 The term of office for all Officers shall be for a period of two (2) years.

8.3.2 The term of office for all At-Large Board Members shall be for a period of three (3) years. Two At-Large Board Members shall be elected annually at each regularly scheduled fall meeting.

9.1 Mail Vote. Whenever, in the judgment of the Executive Board, a problem or matter shall arise which it considers should be put to a vote of the active membership, and when it deems it not expedient to call a special meeting for that purpose, it may, unless otherwise required by these Bylaws, submit the matter to the membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority vote received within thirty (30) days after submission to the membership, provided that, in each case, votes of at least a majority of the active members shall be received. Action taken in this matter shall be as effective as action taken in any duly called meeting.

10.1 Corporation Membership Dues. The Corporation shall receive annual dues from the membership.

10.2 Assessment. The Corporation may, at its option and in accordance with the Bylaws of this Corporation, assess its members for financial support of the Corporation's activities.

10.3 Contributions and Gifts. The Corporation may receive gifts and financial contributions in support of its activities. The financial receipts of the Corporation, derived from sources other than membership dues, may be retained for the support of the Corporation's activities unless other arrangements approved by the Executive Board are established.

10.4 Fund Raising. The Corporation is not intended as a profit making organization, nor is it founded with the expectation of making a profit, though some of its activities may be reflected in a pecuniary advantage to its membership. This Corporation shall use its funds only for the objectives and purpose specified in these Bylaws. No person, Officer, or member may, in the name of the Corporation, solicit or receive gifts or contributions of any kind in the name of the Corporation without prior approval from the Executive Board or the Corporation President.

10.5 Bonding. Persons entrusted with the handling of Corporation funds may be required, at the discretion of the Executive Board, to furnish, at Corporation expense, a suitable fidelity bond.

11.1 Compensation of Officers. Officers and Executive Board Members of the Corporation shall not receive any salary or other compensation for services in their capacity as officers.

11.2 Appointment of Employees. The Executive Board may authorize the appointment or employment of persons to carry out designated duties for the Corporation on a compensated basis. The terms and rate of employment shall be determined by the Executive Board. Such employees shall perform their duties under the direction of the President.

11.3 Acts of the Corporation. No person shall act in the name of the Corporation except as authorized in these Bylaws or by the Executive Board or by the President. No person shall, without the approval of the President or the Executive Board, send any letter, notice, or written communication in the name of the Corporation to the members of the Corporation or to any other person including any other Corporation, public body, or public official.

11.4 Liabilities. No member, officer, agent, or employee shall be liable for the acts or failure to act on the part of any other member, officer, agent, or employee of the Corporation. Nor shall any member, officer, agent or employee be liable for his/her acts or failure to act under these Bylaws, excepting only acts or omissions arising out of his/her willful misfeasance.

11.5 Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January of each year and end on the last day of December of the same year.

12.1 Maintenance of Corporate Records. The corporation shall keep at its principal office:

12.1.1 Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings.

12.1.2 Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

12.1.3 A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership.

12.1.4 A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

12.2 Corporate Seal. The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

12.3 Directors' Inspection Rights. Every director shall have the absolute right at any time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

12.4 Members' Inspection Rights. If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

1. To inspect and copy the record of all members' names, address and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.

2. To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified, therein, as of which the list is to be compiled.

3. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.

Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

12.5 Right to copy and Make Extracts. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

12.6 Periodic Report. The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

13.1 Limitations on Activities. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue code.

13.2 Prohibition Against Private Inurement. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

13.3 Distribution of Assets. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

13.4 Private Foundation Requirements and Restrictions. In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject to tax under Section 2942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

14.1 Time for Filing Proposals. All proposals to amend, alter, or repeal any part of the Bylaws must be forwarded to the membership via U.S. Postal Service, by facsimile, or email at least ten (10) days prior to the meeting that would consider the changing of the Bylaws.

14.2 Amendments. At any meeting of the Corporation, the two-thirds (2/3) majority vote of membership present (subject to Section 12.1 above), may alter, amend, or repeal any part of the Bylaws provided, however, that no proposed amended provision of the Bylaws would be inconsistent with the Corporation's status as a nonprofit corporation under the laws of the State of Illinois.

14.3 Separability. If any section of these Bylaws is found to be unjust or unconstitutional, it shall not affect any other portion of the Bylaws.

15.1 Dissolution. Dissolution of the Corporation is accomplished by a three-fourths (3/4) vote of the Corporation's members eligible to vote. Upon dissolution of the Corporation, the Executive Board shall, after paying or making arrangements for the payment of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall, at the time, qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or such corresponding provision of any future Internal Revenue Code).

15.2 Distribution of Records. In the event of dissolution of this Corporation, the Corporation President shall deposit with NIGP all appropriate records including, but not limited to, the original Charter, financial statements, official Corporation records, etc. All such property will be held at the national headquarters of NIGP in the event of the reactivation of the Chapter.