BYLAWS for the ILLINOIS INSTITUTE FOR CONTINUING LEGAL EDUCATION
As Amended 2/26/2010; 3/22/2013; 12/13/13; 3/9/18; 9/13/24
An Illinois Not-for-Profit Corporation
Article I
Purposes
The purpose of the Illinois Institute for Continuing Legal Education (the “corporation”) is to enhance the professional competence of Illinois lawyers as representatives of the clients they serve and the legal system, and as public citizens with special responsibilities for the quality of justice by:
- Developing and maintaining a robust program of continuing legal education;
- Publishing and distributing materials on legal topics; and
- Engaging in other education projects that support Illinois attorneys.
The educational purposes of the corporation shall not include the operation of a post-secondary educational institution as defined in the statutes of the State of Illinois.
The corporation has such powers as are now or may hereafter be granted in the General Not For Profit Corporation Act of the State of Illinois.
Article II
Offices
The corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with the registered office and may have other offices as the Board of Directors (hereinafter “the Board”) may from time-to-time determine.
Article III
Board of Directors
Section 3.1. General Powers. The affairs of the corporation shall be managed under the direction of a Board of Directors, as defined in the General Not For Profit Corporation Act of the State of Illinois.
Section 3.2. Number, Election, Tenure and Qualifications. Directors shall be chosen by affirmative vote of the Board at the regular meeting of the Board in the fourth fiscal quarter.
- (a) Number of Directors. The Board shall consist of no fewer than nine (9) and no more than thirteen (13) voting members.
- (b) Length of Terms. Directors shall be elected for three-year terms, except when a shorter term is required to fill a vacancy under Section 3.10 and except when a director is elected to a one year term as an officer.
- (c) Term Limits. No person may be elected to the Board if election would permit the director to serve more than three consecutive full terms. A partial term to fill a vacancy under section 3.10 shall count as a full term for purposes of calculating the number of terms served. If, at the end of a director’s third term or thereafter, the director is an officer or is elected to be an officer, that director may be re-elected for a subsequent one-year term to an officer position, without regard to term limits.
- (d) Tenure. Directors shall take office on January 1 following their election, except that directors elected to fill a vacancy shall take office immediately following their election.
- (e) Qualifications. Directors must be licensed lawyers in the State of Illinois in good standing. Any director who is determined by the Executive Committee not to meet these minimum qualifications for board service is deemed to be disqualified from board service and is deemed to have resigned from the Board effective immediately upon that determination.
- (f) Requirements for Newly Elected Directors. The service of all directors who have not previously served on the Board is provisional pending the completion of a New Director Orientation. Each newly elected director must complete the orientation no later than the next regularly scheduled board meeting immediately following the director’s election. The orientation shall be arranged by the Executive Director. In the event of exigent circumstances, the Executive Committee may grant a newly elected director an extension of no more than thirty (30) days to complete the orientation. Failure to complete the New Director Orientation in accordance with this paragraph shall result in the director’s removal.
- (g) Change in Number. The number of directors may be changed at any time by amendment to these bylaws. A decrease in the number of directors does not have the effect of shortening the term of any incumbent director. In the event that the number of directors is decreased, the directors in office at that time shall retain their positions until their term limit is reached or until they otherwise vacate their positions. Under such circumstances, any such vacancies created shall not be filled until the number of voting members falls within the decreased range of the newly established number of directors.
Section 3.3. Resignation. A director may resign at any time by written notice delivered to the Chair or the Executive Director. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery. The resignation of a director need not be accepted in order to be effective.
Section 3.4. Removal of Directors. Any director may be removed, with or without cause. A director may be removed by the affirmative vote of a majority of the directors at a regular or special meeting of the Board,provided that a prior written notice of the proposed removal is given to all directors in accordance with Section 3.7 of these bylaws. The presence of a director subject to removal may be counted in determining whether a quorum of the Board is present but a director subject to removal is prohibited from voting when action is taken on the removal.
Section 3.5. Regular Meetings. The Board shall meet once in each of the fiscal quarters of each fiscal year of the corporation at such time, date and place as may be designated by the Board.
Section 3.6. Special Meetings. Special meetings of the Board may be called by the Chair or by any four directors. The Chair or the directors calling a special meeting of the Board may fix any time, date and place for holding the special meeting.
Section 3.7. Notice. Notice of any regular or special meeting of the Board shall be given at least five (5) business days prior to the meeting date. Attendance of a director at any meeting constitutes a waiver of notice of that meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of that meeting, unless specifically required by law or by these bylaws.
Section 3.8. Quorum. A majority of the directors then qualified and eligible shall constitute a quorum for the transaction of business at any meeting of the Board, provided that, if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting without further notice. Withdrawal of directors from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 3.9. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by law or by these bylaws. No director may act by proxy on any matter.
Section 3.10. Vacancies. Any vacancy occurring on the Board and any directorship to be filled by reason of an increase in the number of directors may be filled by election of a new director to fill the vacancy by majority vote of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of the newly elected director’s predecessor in office and this partial term shall be counted as one full term for purposes of determining term limits under Section 3.2(c) above.
Section 3.11. Compensation. No director shall receive any compensation as such for service as a director. However, if authorized by action of the Board, a director may be reimbursed for expenses related to attendance at each regular or special meeting of the Board or its committees, provided, that nothing in these bylaws shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor or from receiving indemnification provided for by Article X hereof or otherwise.
Article IV
Officers
Section 4.1. Officers. The officers shall consist of the Chair, the Vice Chair, the Secretary/Treasurer, and the Executive Director, and such other officers as may be elected or appointed by the Board. Except for the Executive Director, each officer of the corporation must be a director. The officers of the corporation (except for the Executive Director) shall be elected annually at the regular meeting of the Board held in the fourth fiscal quarter. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed from time-to-time by the Board. Any two or more offices may be held by the same person.
Section 4.2. Resignation of Officer. Any director may resign as an officer at any time by written notice delivered to the Board, the Chair, the Secretary/Treasurer. A resignation is effective when the notice is delivered unless the notice specifies a date later than the date of delivery. The resignation of an officer position need not be accepted in order to be effective. Resignation as an officer does not constitute the director’s resignation from the Board unless otherwise specified by the director.
Section 4.3. Removal of Officer. The Board may remove any officer, either with or without cause by the affirmative vote of a majority of the directors then in office at a regular or special meeting of the Board, provided that prior written notice of the proposed removal is given to all directors in accordance with Section 3.7 of these bylaws. The removal of an officer shall be without prejudice to the contract rights, if any, of the person so removed. The presence of the officer subject to removal may be counted in determining whether a quorum of the Board is present but the officer subject to removal is prohibited from voting when action is taken on the removal.
Section 4.4. Term of Office. Each officer shall hold office for a term of one year or until a successor is elected and qualified. In the event of a vacancy in an officer position, the Board may, by affirmative majority vote, elect a director to fill the vacancy for the unexpired portion of the vacated term.
Section 4.5. Chair. The Chair is the presiding officer of the Board. The Chair presides at all meetings of the Board and in general performs all duties in relation to the office of the Chair and other duties as may be prescribed by the Board from time-to-time.
Section 4.6. Vice Chair. In the absence of the Chair or in the event of the Chair’s inability or refusal to act, the Vice Chair performs the duties of the Chair, and, when so acting, has all the powers of and is subject to all the restrictions upon the Chair. The Vice Chair serves as Chair of the Governance Committee and performs such other duties as from time-to-time may be assigned to the Vice Chair by the Chair or by the Board.
Section 4.7. Secretary/Treasurer. The Secretary/Treasurer oversees the preparation and maintenance of the nonfinancial records of the corporation, oversees the financial management of the corporation, serves as the Chair of the Finance Committee, and performs such other duties as from time-to-time may be assigned to the Secretary/Treasurer by the Chair or by the Board.
Section 4.8. Executive Director. The Executive Director is the Chief Executive Officer of the corporation and, as directed and authorized by the Board, has the power to sign deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of the corporation. The Executive Director is the Chief Financial Officer of the corporation and, as directed by the Board, has primary responsibility to supervise the financial management of the corporation and the preparation and maintenance of all records of the corporation. The Executive Director is also the Chief Operating Officer of the corporation and, as directed and authorized by the Board, has the primary responsibility for the oversight and management of the corporation and its staff. In the event that the Board appoints Co-Executive Directors, the term “Executive Director” as used in these bylaws refers to both CoExecutive Directors.
Article V
Committees
Section 5.1. Committees of the Board of Directors. A majority of the Board, by resolution, may create one or more committees of the Board and, subject to these bylaws, appoint directors or such other persons as the Board may designate to serve on the committee or committees. Each committee may exercise the authority of the Board to the extent permitted by law and as specified by the Board or in the Articles of Incorporation or these bylaws. However, the designation and appointment of any such committee and the delegation to that committee of authority does not operate to relieve the Board, or any individual director, of any responsibility imposed upon it or any individual director by law. Each such committee must have two or more directors as members, a majority of its members must be directors, and all committee members shall serve at the pleasure of the Board.
Section 5.2. Advisory Committees. The Board may create advisory committees or other advisory bodies and appoint persons to such advisory committees or advisory bodies who need not be directors. Such advisory committees or advisory bodies may not act on behalf of the corporation or bind it to any action but may make recommendations to the Board or to the officers.
Section 5.3. Meetings. Subject to these bylaws and to action by the Board, a majority of the members of a committee of the Board shall determine the time, date, and place of meetings and the notice required for committee meetings.
Section 5.4. Quorum. A majority of the members of a committee of the Board, but not less than two committee members, shall constitute a quorum for committee meetings.
Section 5.5. Manner of Acting. The act of a majority of committee members present and voting at a committee meeting at which a quorum is present shall be the act of the committee.
Section 5.6. Executive Committee. The Executive Committee shall consist of the Chair, Vice Chair, and the Secretary/Treasurer. The Board may, at its discretion, appoint one additional member of the Board to serve as an at-large member of the Executive Committee. The Executive Committee shall have and exercise the authority of the Board and the management of the corporation during the period between meetings of the Board, subject to any limits or guidelines established by the Board and in the General Not For Profit Corporation Act of the State of Illinois.
Section 5.7. Finance Committee. The Finance Committee coordinates the Board’s financial oversight responsibilities by recommending financial policy to the Board and monitoring its implementation. The committee also provides oversight of the organization’s financial audit and reviews the organization’s annual budget. The Finance Committee shall consist of the Secretary/Treasurer, who shall serve as Chair of the committee, and at least four (4) other directors, who shall be elected to the committee by the Board for a term of one year. The duties of the Finance Committee include:
- (a) Annual Audit. Ensure that the organization has an annual independent audit of its financial statements, recommend independent auditors for approval by the full Board, receive the audit report and any other reports relating to the audit or to the assets and financial management practices of the corporation, and report findings and recommendations to the Board. Work with staff to offer input on the selection of external auditors to assist in the conduct of an annual audit. Meet with external auditors on at least a yearly basis to review the audit report, 990 and 990IL tax returns before filing on the IRS due date;
- (b) Investment Policy. Develop, implement, and from time-to-time review investment objectives, guidelines, strategies, performance management standards, and applicable administrative procedures that are consistent with the needs, financial goals, and risk tolerance for all corporate assets that the Board determines are not operational assets;
- (c) Investment Advisor. Select, hire, and terminate investment advisors to assist in the management of corporate non-operational assets, subject to approval by the Board, except that the Finance Committee may act without prior Board approval if the Finance Committee Chair determines that exigent circumstances make immediate action advisable; monitor and evaluate the performance of any investment advisors;
- (d) Board Reports. Report its activities to the Board at each regular meeting; and
- (e) Other Duties as Assigned. In addition to the specific duties outlined above, the Finance Committee is responsible for other duties assigned to the Finance Committee from time-to-time by the Board or by the Chair.
Section 5.8. Governance Committee. The Governance Committee is responsible for supporting overall Board effectiveness and maximizing participation; annually recommending a slate of board and committee nominations in a timely fashion; implementing standards for Board orientation and development; and leading strategic planning initiatives. The Governance Committee shall consist of the Vice Chair, who shall Chair the committee, and no fewer than three (3) other Directors, who shall be elected to the Governance Committee by the Board for a term of one year. The Chair of the Board of Directors shall not serve as a voting member of the Governance Committee. The duties of the Governance Committee include:
- (a) Board Development. Maintain standards and a process for evaluating prospective board members and work with the Executive Director to develop and maintain a pipeline of prospective board members that meet the standards established by the committee;
- (b) Slate Presentation. At the regular meeting of the Board in the fourth fiscal quarter, present a slate for consideration by the full Board that includes all of the following: officers to serve on the Executive Committee; directors to serve on the Finance Committee and Governance Committee; and candidates for election to vacancies on the Board;
- (c) Board Training, Orientation & Recognition. Provide for the training, orientation, and recognition of directors;
- (d) Strategic Planning. Lead any periodic strategic planning efforts that may be conducted by the Board and assist the Board in periodically reviewing, updating, and clarifying its focus based on those efforts;
- (e) Board Reports. Report its activities to the Board at each regular meeting; and
- (f) Other Duties as Assigned. In addition to the specific duties outlined above, the Governance Committee is responsible for other duties assigned to the Governance Committee from time-totime by the Board or by the Chair.
Article VI
Contracts, Checks, Deposits and Funds
Section 6.1. Contracts. The Board may authorize any officer or officers, agent or agents of the corporation, in addition to any officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and this authority may be general or confined to specific instances.
Section 6.2. Checks, Drafts, Etc. All checks, drafts, or other orders for 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. In the absence of such a determination by the Board, such instruments shall be signed by the Secretary/Treasurer and countersigned by the Executive Director.
Section 6.3. Deposits. All funds of the corporation shall be deposited from time-to-time to the credit of the corporation in such banks, trust companies, or other depositories, or shall be invested, as the Board may determine.
Section 6.4. Gifts. The Board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
Section 6.5. Loans or Advances. Except as provided for in Article X hereof and reasonable advances for out-of-pocket expenses incurred by a director, officer or committee member in the course of his or her duties, any borrowing from or by the corporation shall be entered into by the corporation only with the prior approval of the Board.
Article VII
Books and Records
The corporation shall keep correct and complete books and records of account, minutes of the proceedings of its Board and committees having any of the authority of the Board and, at the registered or principal office, a record giving the names and addresses of the directors. All books and records of the corporation may be inspected by any director, or a director’s agent or attorney, for any proper purpose at any reasonable time.
Article VIII
General Provisions
Section 8.1. Fiscal Year. The fiscal year of the corporation shall begin on the first day of each calendar year and end on the last day of the calendar year.
Section 8.2. Attendance. Directors are required to attend all regular meetings of the Board. Directors may have an absence excused in the event of exigent circumstances. Requests for excused absences must be sent to both the Chair and the Executive Director. Any director whose attendance records demonstrate two consecutive unexcused absences from Board meetings will be subject to review by the Executive Committee and may be subject to removal from the Board.
Section 8.3. Remote Attendance. Members of the Board, the Executive Committee and all other advisory and other committees established by the Board in accordance with these bylaws may participate and act at any meeting simultaneously in multiple locations if the various locations are effectively connected through the use of technology by means of which all persons participating in the meeting can communicate with each other. Participation in meetings in this manner shall constitute attendance and presence at the meeting.
Section 8.4. Proxy Prohibited, Presumption of Assent. No director or nondirector committee member may act by proxy on any matter. A director who is present at a meeting at which action on any corporate matter is taken by the Board or a committee member who is present at a meeting of a committee of the Board acting on its behalf, is conclusively presumed to have assented to the action taken unless the dissent of the director or the nondirector committee member is entered in the minutes of the meeting or unless the director or nondirector committee member files a written dissent or abstention to the action with the person acting as the secretary of the meeting before the adjournment of the meeting or forwards a dissent or abstention by registered or certified mail to the Secretary immediately after the adjournment of the meeting. The right to dissent or abstain does not apply to a director or nondirector committee member who voted in favor of the action.
Section 8.5. Informal Action. Any action required to be taken at a meeting of the Board or a committee of the Board, or any other action which may be taken at a meeting of the Board or a committee of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors or by all of the members of the committee entitled to vote with respect to the subject matter of the action.
Section 8.6. Interested Directors and Officers. Each director and officer shall act in good faith and in a manner that the director or officer reasonably believes to be in, or not opposed to, the best interests of the corporation.
- (a) Interested Directors & Nondirector Committee Members. A director, nondirector committee member or officer who is directly or indirectly a party to a transaction with the corporation (an “interested director”) must disclose to the Board and to any committee considering the transaction the material facts of the transaction and the individual’s interest in or relationship to the transaction prior to any action by the Board or the committee to authorize, approve or ratify the transaction. A director, nondirector committee member or officer is “indirectly” a party to a transaction if the entity that is a party is an entity in which the director, nondirector committee member or officer has a material financial interest or of which the director, nondirector committee member or officer is an officer, director or general partner. The presence of the interested director or nondirector committee member or of a director who is otherwise not disinterested may be counted in determining whether a quorum of the Board or a committee of the Board of Directors is present but an interested director or interested nondirector committee member is prohibited from voting on matters involving the transaction.
- (b) Conflict of Interest Statement. Each director must annually sign and file with the corporation a conflict-of-interest statement which includes disclosure of transactions, affiliations, or concerns that may be in conflict with the duties owed by the director to the corporation under these bylaws. All such disclosures may be reviewed by the Executive Committee, which may investigate any potential conflicts and, at its discretion, recommend the removal of any director that the Executive Committee deems has conflicts that render them unable to adequately serve the best interests of the corporation.
Article IX
Notices
Section 9.1. Manner of Notice. Whenever under the provisions of law, the Articles of Incorporation or these bylaws, notice is required to be given to any director or member of a committee of the Board, it shall not be construed to require personal delivery. Notice may be given in writing by depositing the notice in a sealed envelope in the United States mails, postage prepaid and addressed to such director or committee member at the director’s or committee member’s address as it appears on the books of the corporation, and the notice shall be deemed to be given at the time when it is thus deposited in the United States mails; or the notice may be given in writing by any other means, including electronic means, and if given by such other means, shall be deemed given when received. The requirement for notice shall be deemed satisfied if actual notice is received orally or in writing by the person entitled to the notice as far in advance of the event with respect to which notice is given as the minimum notice period required by law, the Articles of Incorporation or these bylaws.
Section 9.2. Waiver of Notice. Whenever any notice is required to be given by law, by the Articles of Incorporation or by these bylaws, a waiver of that notice in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Waiver by electronic mail shall be construed as waiver in writing for all such purposes hereunder.
Article X
Indemnification & Insurance
Section 10.1. Indemnification. Any person who at any time is or was serving as a director, officer, employee or agent of the corporation or who at any time is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise may be indemnified by the corporation in accordance with and to the full extent permitted by the General Not For Profit Corporation Act of Illinois as in effect at the time of adoption of these bylaws or as amended from time-to-time, and by any subsequent Illinois not for profit corporation law. Any indemnification provided under this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise.
Section 10.2. Insurance. The corporation shall purchase and maintain Directors & Officers’ Liability insurance and, if authorized by the Board, may maintain insurance on behalf of any person to the full extent permitted by the General Not for Profit Corporation Act of the State of Illinois, as in effect at the time of the adoption of these bylaws or as amended from time to time, and by any subsequent Illinois not for profit corporation law.
Article XI
Amendments to Bylaws
Except as may otherwise be provided for herein, these bylaws may be altered, amended or repealed, and new bylaws may be adopted, by a majority vote of all of the directors then serving, provided that at least ten (10) business days’ written notice of the proposed alteration, amendment, repeal or new bylaw is given to all directors.