ILLINOIS GROUNDWATER ASSOCIATION CONSTITUTION
Article 1 - Name
This organization shall be known as the Illinois Groundwater Association.
Article 2 - Purpose
Section 1. The purpose of the Association shall be to advance the knowledge of groundwater resources in Illinois. The Association shall function exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.
Section 2. No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 3. Notwithstanding any other provisions of these Articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an Association exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an Association, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Article 3 - Membership
Section 1. Any person interested in the groundwater resources of Illinois shall be eligible for membership in this Association. Membership will primarily include, but not be limited to, representatives of federal, state, county and municipal organizations, consulting engineering or other firms, water well contractors, and industries concerned with groundwater resources.
Section 2. Membership will include only those who have paid annual dues.
Section 3. All members are eligible to vote during meetings or for nominations and elections, both as determined by the By-Laws.
Article 4 - Finances
Section 1. Every member shall pay fees and dues as outlined in the By-Laws.
Section 2. The fiscal year of the Association shall be the same as the calendar year.
Section 3. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.
Article 5 - Officers and Executive Committee
Section 1. The officers of the Association shall be as follows:
- Chair,
- Vice-Chair,
- Secretary,
- Treasurer,
- at least two Directors,
- Student Director, and
- any additional Directors as may be provided for in the By-Laws.
Section 2. The officers shall constitute the governing body of the Association and be referred to as the Executive Committee.
Section 3. All officers shall be members of the Association and shall be elected pursuant to the By-Laws. The term of office for the Chair, Vice-Chair, Secretary, Treasurer, and Student Director shall be for one calendar year starting January 1. Terms for the Directors shall be two years, also starting January 1. Directors shall be elected in alternate years. If a Director cannot fulfill the two-year term, a Director will be elected for a one-year term during the following election. No officer shall serve more than two consecutive terms or years in the same office following the adoption of the original constitution, with the exceptions of the Secretary and Treasurer or an officer elected or appointed to fill an unexpired term. The Secretary and Treasurer shall be eligible to serve an unlimited number of one-year terms of office provided their duties are performed to the satisfaction of the Chair and they are elected each year pursuant to the By-Laws. An officer elected or appointed to fill an unexpired term, will be eligible to serve two subsequent consecutive terms in the same office.
Section 4. In the event of the inability of the Chair to serve the remainder of the elected term, the Chair's duties shall be performed by the Vice-Chair. In the event of the inability of any other officer to serve the remainder of the elected term, that office shall be filled by a member of the Association to be selected by the remainder of the Executive Committee.
Section 5. A majority of the Executive Committee shall constitute a quorum of the Executive Committee for the transaction of Executive Committee business of the Association. Officers not present at the meeting of the Committee can vote by proxy. In the event the number of Directors creates an even number of officers, the Chair will be the tie breaker.
Article 6 - Quorum
A majority of the membership present at a regular or special meeting shall constitute a quorum for the transaction of all business of the Association.
Article 7 - Amendments
Proposals for amendments to the Constitution may be made at any time by the Executive Committee, or by written proposal from any member submitted to the Executive Committee. Such proposals shall be reviewed by the Executive Committee, and the proposed amendment, together with the recommendations of the Executive Committee, shall be submitted in writing to the members at least 30 days prior to the meeting at which such proposal is to be considered. Two-thirds of the members of the Association must approve a proposed amendment for it to be adopted. Members not present at the meeting may vote by proxy mailed to the Secretary before the meeting.
Article 8 - Dissolution
Upon dissolution of the Association, the Executive Committee shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organizations 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 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Original Draft February
16, 1984
Approved February 27, 1984
Executive Committee, Robert T. Sasman, Secretary
Revised May 18, 1984
Approved May 31, 1984
Executive Committee, Robert T. Sasman, Secretary
Revised April 18, 1985
Approved April 18, 1985
Executive Committee, Robert T. Sasman, Secretary
Recent Update History
Constitution updated February
5, 2002 to reflect previously approved revisions for 1) splitting the Secretary-Treasurer
into separate Secretary and Treasurer positions, 2) gender neutrality, and 3)
Article 5-Officers and Executive Committee, Section 3 (circa Fall 1994) .
Executive Committee, Randall A. Locke II, Director
By-Laws updated January 10, 2008 to reflect removal of term limits for Secretary and Treasurer offices as approved by the Association on March 28, 2007.
Executive Committee, Randall A. Locke II, Webmaster