Illinois Solar EnergY & Storage Association Bylaws

This document contains the bylaws of the Illinois Solar Energy & Storage Association, Inc. as adopted by the Board of Directors at its initial corporate meeting on November 6th 2020 following incorporation as a not for profit organization under the General Not For Profit Corporation Act of the State of Illinois.

PREAMBLE

These bylaws will replace bylaws originally adopted in the initial meeting of the Illinois Solar Energy & Storage Association (ISEA, Inc., ISEA, or the Association) Board of Directors (Board) held in February 2019. In the future the bylaws may only be revised and approved by the organization’s membership. The bylaws are the basis of the organization and direct the operation of the Illinois Solar Energy Association, Inc., a not for profit corporation chartered by the State of Illinois for the purposes of promoting the development and utilization of solar energy technology through education and research. These bylaws shall become effective as of November 6th, 2020 or as amended.

ARTICLE I - NAME AND GEOGRAPHIC LIMITS

Section 1: The name of this organization is the Illinois Solar Energy & Storage Association, Inc. (herein referred to as ISEA, Inc., ISEA, or the Association).

Section 2: The geographical limits of the Association have been selected as being coterminous with the Illinois borders.

ARTICLE II - PURPOSES

Section 1: The purposes of the Association shall be:

To represent the Association’s business members’ interests by participating in clean energy legislative and regulatory proceedings as appropriate.

To develop and implement programs and activities for the enhancement and acceleration of the widespread use of solar energy in the State of Illinois.
To develop and enhance the growth and viability of the solar energy industry.
To establish, foster, and advance the contributions of the members of the Association and the usefulness of their various products and services.
To collect and disseminate statistics and other useful information; to carry on and assist in research, experiments, conferences, and publications that advance the purpose of the Association.
To cooperate with others having an interest in the development and use of solar energy in the energy security interests of the United States and the global community, with due allowance for competitively sensitive issues.
To extend support to any appropriate body engaged in or having an interest in the furtherance of any of the objectives of the Association.
To undertake such other programs and activities as may be proper to enhance or promote the welfare of the solar energyindustry and the use of solar energy.

Section 2: These purposes should be accomplished through the exchange of ideas and information by means of open Association meetings and other membership activities and shall include informing the public of the aims, services and activities of this Association.

ARTICLE III - MEMBERSHIP

Section 1: Membership shall be open to any business sharing the aims of the Association as set forth in Article II.

Section 2: Applicant must do business or have business interests in the State of Illinois.

Section 3: Applicant must be organized, either under the laws of the United States or a state thereof or under the laws of a foreign country (not applicable to individuals).

Section 4: Applicant must be financially sound.

Section 5: Each member shall designate one person to serve as its Representative. A Representative (or, in his/her absence, an Alternate Representative) shall have the right to vote at membership meetings on behalf of the member business.

Section 6: The Board shall have authority to develop guidelines for altering the membership structure. The Board may change membership tiers and structure by majority vote.

Section 7: A member who shall: (a) be more than four months in arrears in the payment of any dues or assessments of the Association; (b) commit a substantial breach of any provisions of these Bylaws, including, but not limited to, failing to meet the qualifications for membership set forth in Article IV, Section 4.2; or (c) refuse or neglect to comply with any lawful rule or practice duly adopted for the governance of the Association, including the Code of Ethics, may have its membership terminated by the Board. Any such termination of membership shall occur only by an affirmative vote of three-fourths of the Board. The members of the Board shall keep all deliberations related to expulsion proceedings confidential, except that if a member has been terminated, the Association may make an appropriate announcement to that effect. This Article IV, Section 4.8 may not be amended by the Board at the same meeting at which an expulsion action is taken, and three-fourths of the Board must approve any amendment to this Article IV, Section 4.8.

Section 8: Any application for reinstatement of membership by a former member shall be treated in accordance with the appropriate provisions of these Bylaws regarding new members. No such applicant shall be reinstated to membership until the applicant has discharged all past indebtedness to the Association.

ARTICLE IV - DUES

Section 1: The fiscal year of this Association shall be the calendar year.

Section 2: The dues of this Association shall be those fixed by the Board.

Section 3: The Board shall have authority to alter dues. The Board may change dues structure by majority vote.

Section 4: The Board or Executive Director may accept, on behalf of the Association, any contribution, gift, bequest or device for the Association.

ARTICLE V - GOVERNMENT

Section 1: The affairs of this Association shall be governed by the Board, which shall have between eleven (11) and seventeen (17) Directors as specified in Sections 2 and 2a. The Board shall further include the immediate past President, unless this individual was removed from office pursuant to these bylaws, and the Executive Director as non-voting, ex officio members.

Section 2: The Board shall consist of eleven to seventeen (11 to 17) Directors, eleven (11) of which will be elected by membership from its own numbers, up to six (6) appointed by the current Board, four (4) of whom shall serve as Officers. Directors shall serve staggered two-year terms, with a portion of the Board being elected/appointed each year. Directors shall commence their term on January 1 following their election. In the event a Director’s seat is vacant for any reason, a replacement may be appointed by the Board for the purpose of completing the remainder of the term for the vacated position.

Section 2a: An appointed Director will have the same powers and responsibilities as an elected Director and shall serve a two (2) year term commencing upon the date of the appointment and serve until the next election cycle that yields a two year term as possible. These Directors will be referred to as Appointed Directors to the extent that these Directors need to be distinguished from the Elected Directors in Section 2. An Appointed Director may be reappointed by the elected Board.

Section 3: Qualifications and conditions of continuance in office for Elected Directors are as follows:

continuance contingent upon the satisfaction of the duties of the position which shall include a reasonable effort to attend all scheduled official meetings and behavior consistent with the ethical standards established for not-for-profit organizations under Illinois law. Satisfaction of such requirements shall be determined by the full Board and failure to comply shall be viewed as cause for removal from office by action of the Board;
a Director may be removed with or without cause, at a meeting called expressly for that purpose, by the vote of at least two thirds of all the Directors, provided that there is at least ten (10) days’ notice of the meeting.

Section 3a: Qualifications and conditions of continuance in office for Appointed Directors are as follows:

Appointed Directors must become business members of ISEA;
continuance contingent upon the satisfaction of the duties of the position which shall include a reasonable effort to attend all scheduled official meetings and behavior consistent with the ethical standards established for not-for-profit organizations underIllinois law. Satisfaction of such requirements shall be determined by the full Board and failure to comply shall be viewed as cause for removal from office by action of the Board;
a Director may be removed with or without cause, at a meeting called expressly for that purpose, by the vote of at least two thirds of all the Directors, provided that there is at least ten (10) days’ notice of the meeting.

Section 4: The Officers of the ISEA shall be elected by the Board from the Elected and Appointed Directors and shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The election of the Officers shall be held prior to the first board meeting following the general election. Officers’ terms shall take effect immediately upon their election.

Section 5: The Board may delegate duties and responsibilities unless otherwise prohibited by these bylaws or the General Not For Profit Corporation Act of 1986 or the corresponding provisions of any later version of that statute.

Section 6: The Board shall have control over the affairs of the Association subject to the limitations prescribed in the Articles of Incorporation, these ISEA bylaws, and the laws of the State of Illinois and of the United States as applicable.

Section 7: An annual meeting of the Board and such other meetings as may be deemed appropriate shall be held. A majority of the Directors shall constitute a quorum for conducting business. Unless otherwise required by law or these bylaws, an act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. Reasonable notice of the time and place of such meetings shall be given to the Directors.

Section 8: Robert’s Rules of Order shall be parliamentary authority in all Board meetings and in all matters not covered in these bylaws or the General Not for Profit Corporation Act of 1986 or the corresponding provisions of any later version of that statute.

Section 9: Board meetings shall involve only Directors, the immediate past president and the Executive Director, although individuals may be invited to attend by the Executive Director, the President of the Board, or by a majority vote of the Directors. Invited individuals may attend only the portion of the board meeting to which their participation is relevant.

Section 10: The Directors of the Association may be Directors of the Illinois Solar Education Association.

ARTICLE VI - OFFICERS

Section 1: The Officers of this Association shall be a President, a Vice-President, a Secretary, and a Treasurer who are elected by the Directors.

Section 2: Officer qualifications and the conditions of their continuance in office shall be as follows:

being a member or previous Director for at least one year;
prior experience as a committee member, former officer, or in some capacity directly benefiting the aims and interests of the Association in the estimation of the nominating committee;
continuance in office contingent upon the satisfaction of the duties of the position which shall include a reasonable effort to attend all scheduled meetings and behavior consistent with the ethical standards established for not-for-profit organizations by the Illinois or federal law.
Any Officer may be removed with or without cause, at a meeting called expressly for that purpose, by the vote of at least two thirds of all the Directors, provided that there is at least ten (10) days’ notice of the meeting.

Section 3: The President shall act as Chairman of the Board. The President shall be the principal executive officer of ISEA and shall supervise and control all of the affairs of the Corporation and shall perform all duties incident to the office of President (except such duties as may be delegated or assigned to the Executive Director from time to time by these bylaws, the Board or the President) and such other duties as may be prescribed by the Board from time to time. He or she shall preside at the meeting of the Board; shall have the power to execute all documents that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws to a Director, the Executive Director or an agent of the Corporation, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the role of President.

Section 4: It shall be the duty of the Vice-President to perform such functions as may be delegated by the President and to act in the place of the President in the event of his or her inability to act.

Section 5: The Treasurer shall perform such administrative duties as the Board may delegate. Subject to the Board, the Treasurer shall manage and administer the procedures, finances and other routine business of the Association headquarters. He (or she) shall receive and record all payments of dues, assessments, contributions and other income. The Treasurer shall account for all items received and disbursements as may be made of the funds assigned. The Treasurer shall have custody of the Association funds and shall keep full and accurate accounts of receipts and disbursements.

Section 6: The Secretary shall issue notices of meetings, keep minutes of meeting, report these minutes and perform other duties as may be required by the Board.

Section 7: The Officers of the Association shall be Directors of the Illinois Solar Education Association.

ARTICLE VII - NOMINATIONS AND ELECTIONS

Section 1: A meeting shall be held annually during the final quarter of the year or within 30 days thereafter, at a time to be fixed by the Board. This meeting shall constitute the annual membership meeting.

Section 2: Nominations for Elected Directors shall be received at the annual membership meeting or may be offered by mail or electronically prior to the annual membership meeting.

Section 3: The Directors or their delegates shall send notice of the election to each individual member eligible to vote no later than two (2) weeks following the annual meeting. Newly elected Directors shall assume their responsibilities on 1 January or upon notice of the election results, should that occur later.

Section 4: In the case of a tie vote for a Director’s seat, the Board shall resolve the tie.

Section 5 : In the election of the Directors, the persons receiving the largest numbers of votes shall be deemed elected. Only a single vote shall be cast by a member for any nominated individual. Voting occurs electronically.

ARTICLE VIII - COMMITTEES

Section 1 - From its own membership, the Board shall appoint an Executive Committee, including the President, the Vice-President, Secretary and Treasurer, which shall be composed of not fewer than four Directors and shall have and may exercise between meetings of the Board such powers as may be delegated by the Board.

Section 2 - The Board may create and appoint persons to any other committees it wishes pursuant to the limitations and requirements of the Illinois General Not For Profit Act of 1986 or the corresponding provisions of any later version of that statute.

Section 3 - The Board may create and appoint persons to a commission, advisory body or other such body pursuant to the limitations and requirements of the Illinois General Not For Profit Act of 1986 or the corresponding provisions of any later version of that statute.

Section 4 - The Board may create an Audit Committee, which would have the authority to obtain audits and conduct other appropriate oversight of the organization’s financial activities.

ARTICLE IX - MEETINGS

Section 1: There shall be an annual membership meeting during the final quarter of the year at a time and place to be designated by the Board. At this meeting the Executive Director shall report to the membership the state of affairs of the Association. This report shall be provided to any member of the Association upon written request. Written notice of this meeting shall be provided to members of the Association not later than thirty (30) days preceding the meeting date.

Section 2 : Other business meetings of the Association may be called by the Board upon written notice to all members provided not later than ten days preceding the date of the meeting in question.

Section 3: Meetings of the Board may be called upon written request of three (3) or more Directors, the period of notification to be determined by the Board.

Section 4: Meetings of the membership may be conducted, in whole or in part, by telephone or other appropriate electronic means, provided, however, that the persons participating by electronic or other means have access to the same information as the other participants, and can otherwise participate effectively in the affairs of the meeting.

ARTICLE X - AMENDMENTS

Section 1: By a majority vote, the Board may propose amendments to these bylaws or the Articles of Incorporation. The proposed amendments must be approved by a majority vote of the individual membership voting. Members shall be provided thirty (30) days’ written notice of the vote.

ARTICLE XI - EXECUTIVE DIRECTOR

Section 1: The Board may appoint an Executive Director who shall have such duties as may be delegated or assigned to him or her by these bylaws, the Board or the President. The Executive Director shall supervise and be principally responsible for the day-to-day management of the ISEA, shall work closely with the President to ensure that all routine corporate functions are carried out, and, in general, shall perform the duties incident to the office of Executive Director, but subject to such limitations and restrictions as may be imposed by these bylaws, the Board or the President. The Executive Director shall be a non-voting, ex officio member of the Board.

Section 2: In the absence of an Executive Director, all of the duties delegated or assigned to him or her by these bylaws, the Board or the President shall revert to the Board or the President until such time as the Board may choose to appoint a new Executive Director.

ARTICLE XII - ELECTRONIC COMMUNICATIONS

Section 1: Unless prohibited by law, any actions required to be “written,” to be “in writing,” to have “written consent”, to have “written approval” and all other similar phrases by or of members, Directors, or committee members, shall be read to include any communication transmitted or received by electronic means. This provision shall be liberally construed.

Section 2: Unless prohibited by law, all Board meetings may be conducted via teleconference, video-conference, or other electronic means.

ARTICLE XIII - DISSOLUTION

Section 1: As provided in the General Not for Profit Corporation Act of 1986 (State of Illinois) or the corresponding provisions of any later version of that statute, this corporation shall be subject to the provisions of law therein cited as they relate to corporate dissolution. In the event of dissolution (voluntary or involuntary), any assets which shall remain following the payment of legitimate debts shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located. The disposition of assets shall be effected by said court based upon its determination of propriety as to recipient(s) then qualified as exclusively tax-exempt in purpose under Section 501 (c)3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue Law.