Illinois Speleological Survey, Inc.
*OLD* Constitution and Bylaws

CONSTITUTION AND BYLAWS

of the

ILLINOIS SPELEOLOGICAL SURVEY, INC.

CONSTITUTION

ARTICLE I - NAME

The name of this organization shall be
ILLINOIS SPELEOLOGICAL SURVEY, INC.. By speleological it is meant those sciences which are devoted, wholly or in part, to the study of caves.

ARTICLE II - DURATION

The ILLINOIS SPELEOLOGICAL SURVEY, INC., herein after referred to as the ISS, shall be perpetual.

ARTICLE III - PURPOSES OF ISS

A.
To protect, conserve, locate, record, explore, and study the caves and karst resources in the State of Illinois.
B.
To provide a permanent, non-profit, non-sectarian, cooperative organization for the pursuit of speleology.
C.
To establish and nurture a professional atmosphere among Illinois' speleologists.
D.
To cooperate with all individuals and organizations consistent with the foregoing purposes.

ARTICLE IV - GOVERNMENT AND MEMBERSHIP

A.
The ISS shall consist of and be governed by a Board of Directors, herein after referred to as the Board, consisting of a President, a Vice-President, and one Director from each affiliated organization as recognized by the ISS.
B.
The Board shall be the legal representative of the ISS and act as its governing and administrative body in conducting business pertaining to speleology in Illinois.
C.
Members of affiliated organizations and independent individuals contributing to the advancement of speleology in Illinois shall be known as cooperators.

ARTICLE V - MEETINGS

The meetings shall be held at times and places as designated by the Board and provided in the Bylaws.

ARTICLE VI - FINANCES

A.
The ISS may solicit and accept funds for its operations. The Board shall have control of the receipt, management, and disbursements of the funds of the ISS.
B.
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, Directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to payments and distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidates for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on:
C.
by a corporation exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of an future United States Internal Revenue Law), or
D.
by a corporation 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 VII - INCORPORATION

The ISS shall be incorporated under the provisions of the "General Not For Profit Corporation Act 1986" of the State of Illinois. The corporation in all respects shall comply with requirements of this act and the law of the State of Illinois.

ARTICLE VIII - DISSOLUTION

Upon the dissolution of the corporation, the Board shall, pay or make provision for the payment 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 1954 (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE IX - AMENDMENTS

The Constitution of the ISS may be amended by a two-thirds vote of the Board, but such amendments shall not become effective until ratified by two-thirds of the affiliated organizations. All proposed amendments shall be presented in writing to the Board at least forty-five (45) days prior to the regular meeting.

BYLAWS

CHAPTER I - BOARD OF DIRECTORS

A.
The Board shall:
1.
Conduct business according to Robert's Rules of Order, revised as amended by these Bylaws.
2.
Conduct business only when at least half of all directors are present in person, and at least three fourths of all directors are present in person or by proxy. A proxy shall have written authorization with him/her (at the meeting) from his/her organization, stating that he is their representative's proxy.
B.
If the President has been selected from the members of the Board, his/her organization shall elect or appoint a representative to fill out his/her term.
C.
Items of business shall be passed by a simple majority, except as provided elsewhere in the Constitution or the Bylaws.

CHAPTER II - DIRECTORS

Each Director shall:
A.
Be a member of the organization he/she represents.
B.
Be elected or appointed to his/her position by the organization which he/she represents for a term to be determined by his/her organization, at a time convenient to his/her organization.
C.
Not represent more than one organization.
D.
Be the voting voice of his/her organization during the conduct of business at all meetings of the Board of Directors.
E.
Have one vote during the conduct of business.
F.
Be prepared to report to the Board of Directors at regular meetings the activities and progress of his/her organization.

CHAPTER III - PRESIDENT

The President of the Board of Directors shall:
A.
Be elected by secret ballot of the members of the Board of Directors at the annual fall meeting, by a simple majority, for a term of two years, to begin with the end of the meeting at which he/she is elected.
B.
Be responsible for assembling an agenda for each meeting.
C.
Preside at all meetings.
D.
Be the official spokesperson and envoy of the ISS.
E.
Call special meetings.
F.
Vote during the conduct of ISS business only in the event of a tie.

CHAPTER IV - VICE PRESIDENT

The Vice-President of the Board shall:
A.
Be elected by secret ballot by the members of the Board of Directors at the annual meeting by simple majority for a term of one year to begin with the end of the meeting at which he/she is elected.
B.
Assist the President.
C.
Preside at all meetings in the absence of the President.
D.
May also serve as a Director and may vote only if he is also serving in that capacity
E.
Shall assume the presidency upon the death or resignation or incapacitation (with approval of the majority of the Board) of the president.
F.
If vacated, be filled for the remainder of the term by secret ballot of the members of the Board at the next regular meeting, by a simple majority vote of the Board of Directors.

CHAPTER V - TREASURER

The Treasurer of the ISS shall be appointed by the president for a term of two years subject to the approval of the Board and shall be responsible for all the funds of the ISS. He/She may be replaced by a 2/3 vote of the Board of Directors.

CHAPTER VI - RECORDING SECRETARY

A recording secretary shall be appointed for each meeting by the President and shall be responsible for the taking of minutes and the distribution of copies of these minutes to the Board of Directors after the meeting.

CHAPTER VII - ORGANIZATIONS

A.
Charter organizations of the ISS to be represented on the Board of Directors are:
B.
New organizations:
1.
A membership committee of three individuals shall be appointed by the President to review and submit a report on organizations requesting membership status. The report shall make recommendations as to whether the organization should be allowed membership at that time. Organizations are free to reapply at the next membership committee meeting.
2.
Requirements of Applicants: The applicant must submit the following to the membership committee prior to the committee meeting:
a.
An adopted plan of organization indicating the governmental structure, name, and address of the organization.
b.
A membership list showing the names and ages of all the participating members and officers.
c.
Minutes of meetings indicating that the organization has been in existence and operating actively for a period of one year or more preceding the date of application for membership.
3.
The Board will vote on the application for membership.
4.
Privileges of member organizations shall be subject to review at the discretion of the Board.
5.
Membership is not limited to Illinois organizations.

CHAPTER VIII - AFFILIATION FEE

Each organization within the ISS shall be assessed an annual affiliation fee to provide monies to the General Fund. The amount of the fee shall be as determined by the Board and shall be due on the date of the annual meeting.

CHAPTER IX - LOSS OF REPRESENTATION & MEMBERSHIP

A.
An organization shall lose its right to representation on the Board if it:
1.
Acts in a manner detrimental to the ISS as determined by the Board.
2.
Falls to submit a report to the Board at the annual meeting concerning its activities over the past year. This report must show a constructive effort in relation to the purpose of the ISS as determined by the Board.
3.
Fails to pay affiliation fee within two months from date due.
4.
Falls to attend or send proxy for two consecutive meetings.
B.
An organization shall lose it's right to membership in the ISS if it:
1.
Fails to rectify the conditions leading to its loss of representation within one year from the date of such loss.
2.
Disbands.

CHAPTER X - MEETINGS

There shall be a minimum of two meetings a year.

CHAPTER XI - PUBLICATIONS

The ISS shall publish such publications as deemed necessary for the accomplishment of its purposes. The editor(s) of such publications shall be appointed by the President subject to the approval of the vote of the Board. Fees for publications shall be set by the Board.

CHAPTER XII - DATA ACCESS

A.
Data shall be available for advancement of the purposes stated in Article III of the Constitution of the ISS. These purposes specifically do not include recreational caving or commercially led trips.
B.
The Board shall appoint a 3-member committee to review information requests. The appointees shall serve one-year terms. The committee must be unanimous in their decision to approve the information request. If the request is denied, appeal can be made to the Board. Requests for large amounts of data will also require approval of the Board. The committee will track requests and the history of cooperators use of information. Qualitative information may be given out by a single member of the committee.
C.
All data ownership rights will be retained by the ISS. Requesters must sign a confidentiality agreement saying that they may not disseminate this information with written permission of the committee. Wherever applicable the requester must make a report of findings to the ISS in a timely manner. The cave catalogs complete or partial, do not belong to the requester and must be turned in when issued an updated one for the same area.
D.
A cooperator submitting data may restrict the data to be available, only with their written permission, for a period of two years and may be renewed on a yearly basis by the submitter indefinitely.
E.
A person requesting substantial amounts of data, as determined by the committee, may be required to submit a written request, research proposal and pertinent resume to the committee in order for the request to be evaluated.
F.
The committee will report ail data requests and their disposition to the President on a monthly basis. The President will report this information to the Board at the next board meeting.
G.
Submitters of data are guaranteed access to the data they have submitted.

CHAPTER XIII - AMENDMENTS

The Bylaws of the ISS may be amended by a majority vote of the Board of Directors but such amendments shall be presented in writing to the Board of Directors at least forty-five (45) days prior to the meeting and have been presented to each affiliated organization by it's ISS Director.


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As of October 2005, this page is maintained by Jack Wood. Please email speleo30@yahoo.com with web page comments and corrections. All other correspondence should be addressed to the ISS via the president.
Page last modified 25 October 2005