ARTICLE I. NAME
The name of the organization shall be the Illinois Chapter of the National Employment Lawyers Association a/k/a NELA/Illinois and incorporated under the name “Illinois NELA”.
ARTICLE II. PURPOSE
NELA/Illinois’s purpose is to promote the interests of individual employees and to assist the lawyers who represent them. The purpose for which the Corporation is organized is exclusively within the meaning of Section 501(c)(6) of the Internal Revenue Code.
ARTICLE III. MEMBERSHIP
Section 1. Classes of Membership.
(a) Regular Members: Any member of the bar in good standing of any jurisdiction in the United States of America who can truthfully certify that more than 50% of his or her employment-related legal representation is on behalf of employees, consistent with the National Employment Lawyers Association. If the National Employment Lawyers Association increases the percentage of employment-related representation its members must certify as performing on behalf of employees, then the percentage required by NELA/Illinois shall automatically increase to be consistent with the National Employers Lawyers Association and members of NELA/Illinois will be notified of any such increase in a timely fashion. Only regular members in good standing may vote or serve on the Board.
(b) Government, Not-for-Profit, or Academic Members: Government, not-for-profit, and academic attorneys must meet the requirements for a Regular Member and will be considered Regular Members for voting and other purposes, except that they work for a government agency, a court, a not-for-profit association, or academic setting which may qualify them for certain discounts, as determined by the Board.
(c) Neutral Trainer, Speaker, or Paraprofessional Members: Any member who can truthfully certify that his or her practice is limited to being a neutral speaker and/or a trainer whose training or speaking engagements are consistent with the Purpose of NELA/Illinois as set forth in Article II or who can truthfully certify that he or she is a paraprofessional who works for a Regular Member of NELA/Illinois.
(d) Reciprocal Members: Members in good standing of any other NELA state or local affiliate who otherwise meet the requirements of any other category of membership.
(e) Law Student Members: Any law student who can truthfully certify that he or she is a student in good standing in an accredited law school in the United States of America and is not working for a lawyer or a law firm whose employment-related legal representation is more than 49% on behalf of employers.
(f) Retired Members: Any retired individual who, during his or her most recent employment, met the criteria for membership as set forth in (a), (b), or (d) above or who was a member in good standing under any category at the time of retirement.
Section 2. Membership Status.
The Board shall establish dues for each class of membership and shall determine the appropriate class of membership, if any, for each applicant or member.
Section 3. Termination or Suspension of Membership
The Board may, in its sole discretion subject to the appeal rights set forth herein, expel, suspend, or censure any member, or suspend any benefit of membership for any duration, for failure to meet membership requirements or comply with the policies and practices of NELA/Illinois.
Section 4. Appeal Rights
Upon being made aware of any alleged failure to meet membership requirements or to comply with the policies and practices of NELA/Illinois, including but not limited to the Listerv Acceptable Use Policy, the Board will determine in its sole discretion whether further action is necessary. If the Board determines that further action is necessary, the Board will refer the matter to of the Officers of the Board who will then independently determine what level of remedial action, if any, is necessary. Those actions could include, but are not limited to:
· a friendly reminder of membership requirements or policy;
· a formal written warning that a member’s actions are in violation of any requirement of membership or any policy or practice of NELA/Illinois and that further violations could lead to suspension and/or removal from membership or suspension of any member benefits;
· suspension from membership or suspension of any member benefit for any duration deemed appropriate by the Officers; or
· removal from membership or permanent suspension of any benefit of membership as deemed appropriate by the Officers.
Any member who has been notified that he/she has been suspended or removed from membership and/or has had any benefit of membership suspended for any duration shall have the right to appeal the panel’s decision to the full Board by notifying the President of NELA/Illinois, within 10 business days of receipt of such notification, that he/she wishes to appeal the decision of the panel and written explanation for the reasons for the appeal. A 75% quorum is required to vote on the appeal and, of that quorum, the Board shall approve or deny the appeal by a simple majority of 51%. The Board shall notify the member of the final decision within 10 business days of receipt of the appeal. The Board’s decision shall be final.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers.
The affairs of the Corporation shall be managed by its Board of Directors (“the Board”). The Board shall control and formulate policies of NELA/Illinois and direct its affairs though NELA/Illinois’s officers and committees. They Board shall do all things necessary and proper to accomplish the purposes of NELA/Illinois and may delegate any of its functions to any officers, Board members, or committee members.
Section 2. Composition, Tenure, Qualifications, and Elections.
A. Composition. The Board shall consist of fourteen Board Members. Two of the founders of NELA/Illinois, Penny Nathan Kahan and Michael Leech, will each hold a thirty-year Founding Member Board term which began on June 30, 2001 and will expire on June 30, 2031. The remaining members of the Board shall be elected by Regular Members and shall hold staggered three-year terms. Founding Members shall not count towards a quorum of the Board except as relating to any vote pertaining to a revising of the purpose of the Corporation or election of officers.
At any time, the Board by majority may increase or decrease the size of the Board, except that no reduction in the size of the Board may deprive a sitting Board member of his or her seat on the Board.
B. Tenure. Board Members shall be divided by lot into four classes as follows:
Class A: Class A shall consist of four Board members whose terms shall expire December 31, 2009, and every three-years thereafter.
Class B: Class B shall consist of four Board members whose terms shall expire December 31, 2010, and every three-years thereafter.
Class C: Class C shall consist of four Board members whose terms shall expire December 31, 2011, and every three-years thereafter.
Founding Members: Penny Nathan Kahan and Michael Leech shall hold membership on the board through June 30, 2031. Should a Founding Member be unable or unwilling or otherwise cease to act as a Board member before June 30, 2031, this Founding Member Class of Board Member shall cease to exist.
Should a Board Member from Class A, B, or C be unable or unwilling to serve, or otherwise cease to act as a Board member before the end of his/her term, a replacement shall be elected by the Regular Members of NELA-Illinois and any subsequent successor’s term shall be for the balance of his or her predecessor’s term.
C. Qualifications. To serve on the Board an individual must:
1) be a licensed or retired attorney in good standing in the State of Illinois;
2) be a Regular, Government, or Not-for-Profit Member or a retired Regular, Government, or Not-for-Profit Member in good standing;
3) have been a member of NELA/Illinois for at least two years; and
4) represent employees in no less than 65% of employment-related disputes the attorney handles.
D. Elections. Each year sufficiently in advance of that year’s December 31st expiration of Board terms, the President shall announce to the membership on the general listserv (or by other appropriate means) the number of Board vacancies to be filled and request nominations (with consent of the nominee and including self-nominations) of members meeting the eligibility requirements for Board service to fill the expiring Board terms. Should the number of expiring Board terms be greater than or equal to the number of nominations (including self-nominations) of members meeting the eligibility requirements for service to fill those terms, the nominated Members shall automatically become Board members, and the Board shall automatically be reduced in number by the number of unfilled slots. Should the number of nominations (including self-nominations) be greater than the number of expiring Board terms, then the then-current Board shall devise an appropriate election procedure through which any Regular Member in good standing may vote in an election for new Board members. The candidates who receive the most votes shall be elected to the Board. In the event of a tie, the existing Board shall vote to break the tie to determine the new Board member.
The newly-constituted Board shall take office on January 1st of each year.
E. Vacancies. Should a Board Member be unable to serve to the end of his or her term, either by removal, resignation, or otherwise, the Board shall vote to either: have an election filled by a vote following the procedures outlined in Section 2(D); or the Board may appoint a member to fill the remainder of the term.
Section 3. Meetings.
The Board shall meet at least once each year and may meet more frequently as determined by the Board. Meetings may be called by the President or by any six members of the Board. The quorum for any meeting shall be a majority of Class A, Class B, and Class C Board Members. Such meetings will be chaired by the President. The Board may act without a meeting by written vote (including electronic) by a majority of its members.
Section 4. Removal.
A Board Member may be removed for cause by vote of two-thirds (2/3) of all Board Members then in office including Founding Members. Such action shall be taken at a regular meeting of the Board of Directors or at a special meeting called for such purpose, and the proposed removal shall be set forth in the notice of any such regular or special meeting.
If a Class A, B, or C Board Member should miss three or more consecutive Board Meetings, that Board Member is automatically removed from the position and an election may be held to fill the vacancy. The Board, in its sole discretion, may waive this rule in specific instances for good cause shown.
The Board may approve, put condititions or put restrictions on, or revoke leaves of abscence for Board Members. Any Board Member on a leave of abscence does not count towards the quorum.
ARTICLE V. OFFICERS/EXECUTIVE BOARD
Section 1. Officers.
Officers are members of the Board elected to fill the roles of Immediate Past President, President, Vice President, Treasurer and Secretary (collectively “Executive Board”). Officers are authorized to take any action necessary to implement policies and procedures adopted by the Board and to achieve NELA/Illinois’s purposes and priorities but may not take any action inconsistent with the organization’s 501(c)(6) status. No action of the Officers may: a) be inconsistent with any existing Board policies; b) cause expenditures to exceed the annual budget set by the Board or $1,000.00 without authorization, whichever is lesser; c) involve encumbering or selling any assets of NELA/Illinois; d) authorize obtaining or making loans; e) make any statements or take any position on behalf of NELA/Illinois on an issue or non-elected candidate that are knowingly in contradiction to any position held by NELA National or NELA/Illinois; or f) make any statements or take any position on behalf of NELA/Illinois on an issue or non-elected candidate without authorization of the Board except in response to specific inquiries where the Officer knows the position to be consistent with both NELA National and NELA/Illinois.
Section 2. Term of Office and Election.
The term of each Officer shall be two years in duration beginning on January 1, 2010, and each two years thereafter.
The Officers shall be elected by a quorum of the Board, including Founding Board members if present, sufficiently in advance of the expiration of the Officer terms. Vacancies may be filled or new offices created and filled at any meeting of the Board. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner otherwise provided herein. If an Officer is elected to fill the spot of a vacating Officer prior to the vacating Officer’s term expiring, then the newly elected Officer shall serve the remainder of the vacating Officer’s term. If any Officer’s board membership term shall expire prior to the expiration of his or her term of office, the board membership shall automatically be extended for another board term. Election of an Officer shall not of itself create contract rights. In the event of a tie, rounds of secret ballots shall be cast until the tie is resolved.
Section 3. Removal.
Any Officer elected by the Board may be removed by the Board whenever in its judgment such removal is in the best interests of NELA/Illinois.
Section 4. Immediate Past President.
The Immediate Past President shall continue to serve on the Board for the term of the successor President and shall remain available to the Board and President to assist in any fashion necessary.
Section 5. President.
The President shall be the Principal Executive Officer of the Corporation. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the Corporation and shall see that the resolutions and directives of the Board of Directors are carried into effect. The President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed, and may accomplish such execution.
Section 6. Vice-President.
The Vice-President shall perform such duties as shall be assigned by the President or the Board of Directors. Further, in the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed.
Section 7. Treasurer.
The Treasurer shall be the principal accounting and financial officer of the Corporation. The Treasurer shall (a) have charge of and be responsible for the maintenance of adequate books of account for the Corporation; (b) have charge and custody of all funds and securities of the Corporation, and be responsible therefor, and for the receipt and disbursement thereof; and (c) perform all the duties customarily incident to the office of a Treasurer. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine.
Section 8. Secretary.
The Secretary shall record the minutes of the meetings of the Board; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board.
ARTICLE VI. COMMITTEES
Section 1. Committees.
The Board shall establish standing committees. The President or the Board may establish ad hoc committees.
Section 2. Membership.
Any NELA/Illinois member can be a member of a committee. Members are either appointed by the Board or the Chair of the committee or can volunteer to participate on the committee.
Section 3. Chairs.
The President of NELA/Illinois shall designate the chair of each committee, subject to approval of the Board. Chairs may remove members of committees for inactivity or cause.
Section 4. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
ARTICLE VII. AMENDMENTS
The power to alter, amend or repeal the By-Laws or adopt new By-Laws shall be vested in the Board and shall be effected by a 2/3 majority of a quorum. 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 NELA/Illinois not inconsistent with law or the Articles of Incorporation.
ARTICLE VIII. INDEMNIFICATION AND INSURANCE
Section 1. The corporation may indemnify 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 proceedings (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a Board Member, Officer, or Agent, or who is or was serving at the request of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding, if that person acted in good faith and in a manner that person reasonably believed to be in, or not opposed to the best interests of NELA/Illinois, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was not unlawful.
Section 2. NELA/Illinois may purchase and maintain insurance on behalf of any person who is or was a Board Member, Officer, Employee or Agent of NELA/Illinois or who is or was serving at the request of NELA/Illinois as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not NELA/Illinois would have the power to indemnify him against such liability under the provisions of this Article.
As Amended Through November 14, 2013.