Wednesday, December 07, 2022

Bylaws

By-Laws

Central Illinois Beekeepers Association, Inc.

An Illinois Not for Profit Corporation

Article I: Name

This organization shall be known as the Central Illinois Beekeepers Association, Inc. , herein referred to as the CIBA.

Article II: Purpose

The purpose the CIBA is to aid beekeepers in pursuit of the beekeeping hobby by promoting safe, responsible, and effective apiary management practices; promote interest in honey bees, beekeeping, and sale of hive products; and raise awareness of environmental, economic, social and political issues that affect beekeepers and honey bees.

CIBA shall be operated exclusively as a social and recreation club within the meaning of § 501 (c) (7) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the “Code”). Except as otherwise provided by law, or in any Bylaw of CIBA, the business of CIBA shall be managed by and all of the powers of the CIBA shall be exercised by the Board of Directors of CIBA.

No part of the net earnings of CIBA shall inure to the benefit of, or be distributable to, any member, director or officer of CIBA, or any other private person, except that the CIBA shall be authorized and empowered to pay reasonable compensation for services rendered to or for CIBA and to make payments and distributions in furtherance of the purposes set forth above.

Article III: Membership and Participation

Section A: Membership is open to any community member interested in honey bees and beekeeping.

Section B: CIBA and its members agree to adhere to city, state, and federal laws as they pertain to the keeping of honey bees and the collection, packaging, and distribution of hive products.

Section C:  Members in good standing are those whose dues are paid to date and not in arrears.

Article IV: Affiliation

Section A: This Association will be an affiliate of the Illinois State Beekeepers Association (ISBA).

Section B: Each member or household of this Association will, by virtue of its affiliation with the ISBA, be a dues-paying member of the ISBA.

Article V: Membership Dues

Section A: Dues will be assessed on an annual basis due in January.

Section B: A CIBA member who has not paid dues by the end of the March meeting will not be considered a member in good standing until such time as dues are paid.

Section C: Any CIBA member who has not paid dues by the end of the May meeting will have membership revoked in both CIBA and the ISBA.

Section D: The amount of the dues collected by CIBA for the following year will be set by the Board at the January meeting.

Section E: Dues assessed will include amounts to adequately support the work of CIBA, and to pay membership dues of the ISBA. 

Article VI: Board of Directors

                Section A:  GENERAL POWERS.     The affairs of the CIBA shall by managed by the Board of Directors.

SECTION B:  NUMBER, TENURE AND QUALIFICATIONS.     The number of Directors shall be seven.  One full term of service on the Board of Directors shall be one year commencing in January.  At each annual membership meeting held in October, all Directors shall be elected.  Current members of the Board of Directors may serve until they have completed five terms of service. 

Each director shall hold office until his or her successor shall have been elected or appointed.  Directors need not be residents of the State of Illinois, but must be Members of CIBA except for Ex-Officio Directors appointed by the Board under Section I of this Article.  No director shall be elected or appointed to serve more than five terms in succession and must go off the Board for one year before being again eligible for office.

SECTION C:  REGULAR MEETING.     The regular meeting of the Board of Directors shall be in January on a date and time to be set at the October membership meeting.  The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

SECTION D:  SPECIAL MEETINGS.     A special meeting of the Board of Directors may be called by or at the request of the President, or any two Directors.  The person or persons authorized to call special meetings of the Board may fix the time and place for such meeting.

SECTION E:   MEETINGS BY ELECTRONIC COMMUNICATION.     Directors may participate in and act at any meeting of Directors through the use of a conference telephone, or other communications equipment by means of which all persons participating in the meeting can communicate openly with each other.     

SECTION F:   NOTICE.    Notice of a special meeting of the Board of Directors shall be given at least three days in advance of such meeting stating the time, place and purpose for which such meeting is called.  If mailed, such notice shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the CIBA with postage therein prepaid.  If delivered electronically, all parties being called to the meeting must have such electronic address on file with CIBA, and message shall be considered delivered when such information is sent.  Any Director may waive the three day notice requirement of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such 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.

SECTION G:   QUORUM.     A majority of the Board of Directors 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 said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

SECTION H:   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 of Directors, except where otherwise provided by law or by these by-laws.

SECTION I:   VACANCIES.     Any vacancy occurring on the Board of Directors or any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors.  A Director appointed to fill a vacancy shall be appointed to serve for the unexpired term of the predecessor.

SECTION J:      EX-OFFICIO DIRECTORS.     The Board of Directors may appoint up to eight non-voting Ex-Officio Directors.

Article VII: Officers

Section A:  Officers.  CIBA shall have four officers: president, vice president, secretary, and treasurer.

Section B:  Standing.  All officers must be members in good standing of CIBA.

Section C:  ELECTION AND APPOINTMENT OF OFFICERS.     The President, Vice President, Treasurer, and Secretary of the CIBA shall be elected annually by the Board of Directors at the January meeting held pursuant to Article VI, Section C.  The Office of President, Vice President, Treasurer, and Secretary shall be elected from the membership of the Board of Directors, by the Board of Directors.  Each officer shall hold office until a successor shall have been duly elected or appointed.  Officers will be elected at the January meeting, and will take office immediately upon the close of that meeting.

Section D:  Term.  The term of office shall be one year.

Section E:  Vacancies.  Any vacancy that occurs in an office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the President with the advice and consent of the the Board.

Section F:  Removal.     Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, whenever in their judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Article VIII: Duties of Officers

Section A: President

  1. The president shall be the Association’s chief executive officer.
  2. The president shall be responsible for scheduling meeting programs.
  3. The president shall be responsible for setting and monitoring the goals of the Association, running Association meetings, appointing committees chairpersons, and delegating tasks as necessary, recruiting and retaining members, and maintaining regular communication with all officers.

Section B:  Vice President

  1. The vice president is expected to serve as an advisor to the president.
  2. The vice president is expected to fill in or take over the duties of president if absent.
  3. The vice president elect serves the president, other club officers, committees and the general membership as directed by the president.
  4. The vice president is responsible for keeping the membership informed about important meetings, Association activities, opportunities and deadlines of the Association.
  5. The vice president is responsible for promotion of club events and membership recruitment and retention.

Section C: Secretary

  1. The secretary shall keep and have available a current copy of the By-Laws and all standing rules.
  2. The secretary shall keep the minutes of all meetings and the meetings of the officers, and make these available to the membership electronically through CIBA’s website and/or email.
  3. The secretary shall maintain a complete and accurate account of attendance and membership status.
  4. The secretary shall record minutes, keep records including inventories, and maintain important files of CIBA.
  5. The secretary shall work closely with the president and vice president to ensure that members are fully informed.

Section D: Treasurer

  1. The treasurer shall collect and deposit funds, monitor the budget (if any), and maintain CIBA’s financial records.
  2. The treasurer shall be responsible for checking the accuracy of all bills and invoices, and paying them correctly and on time in cooperation with the president.
  3. The treasurer shall develop reports containing a list of all receipts, disbursements, and balances, and distribute these reports to the membership at each meeting.
  4. The Treasurer shall not be required to give a bond for faithful discharge of his/her duties as assigned.

Article IX: Terms of Officers

Section A: Officers are elected to a term of one year.

Section B: The secretary and treasurer have term limits of 3 years each. After a one-year hiatus, they may be elected once again to their respective offices.

Article X: Membership Meetings

Section A: Six meetings will take place during the year, ostensibly during the months of March, May, June, July, August, and October.

Section B: The days, dates and times for regular business meetings shall be determined by the president in cooperation with the other officers.

Section C: At least one week’s notice shall be given for each regular business meeting.

Section D: Special or emergency meetings may be called with less than one week’s notice by the majority of elected officers.

Section E: The meetings shall include a quorum, order of business, and disposition of the Secretary’s minutes and Treasurer’s report.

Article XI:  Committees

SECTION A;   COMMITTEES.     Standing Committees may be designated by a resolution adopted by a majority of the Directors.  Members of such Committees shall be appointed annually by the President.  At least one member of each Committee must be a Director.

                SECTION B:    CHAIRMAN.     One Member of each Committee shall be designated as Chairman by the President.

SECTION C:    VACANCIES.     Vacancies in the Membership of any Committee may be filled by appointment made in the same manner as provided in the case of the original appointment.

SECTION D:    QUORUM.     Unless otherwise provided in the resolution of the Board of Directors, a majority of the whole Committee shall constitute a quorum and the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Committee.

SECTION E:    RULES.     Each Committee may adopt rules for its own government not inconsistent with these by-laws.

Article XIIContracts, Checks, Deposits and Funds

SECTION A:     CONTRACTS.     The Board of Directors may authorize any Officer, or Officer’s Agent, or Agent of CIBA, in addition to the Officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.

SECTION B:    CHECKS AND DRAFTS.     Checks and drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of CIBA, must be signed by such Officer, or Officer’s Agent, or Agent of CIBA and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President of CIBA.

SECTION C;   DEPOSITS.     Deposits of all funds of CIBA shall be deposited from time to time to the credit of CIBA in such banks, trust companies or other depositories as the Board of Directors may select.

SECTION D:    GIFTS.     The Board of Directors may accept on behalf of CIBA any contribution, gift, bequest or device for the general purposes or for any special purpose of the CIBA.

Article XII:  Books and Records

CIBA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Membership and Board of Directors, and shall keep at the registered office a record giving the names and addresses of the Members entitled to vote.  All books and records of CIBA may be inspected by any Member, or his agent or attorney for any proper purpose at any reasonable time.  The financial books and records will be audited on an annual basis at the end of the Treasurer’s term in office.

Article XIII  Offices

CIBA shall have and maintain in this State a registered office and registered agent, and may have such other offices within the State of Illinois as the Board of Directors may from time to time determine.

Article XIV:  Corporate Seal

The Board of Directors may at any time, but is not required to, propose and adopt a corporate seal which shall have thereon the Corporation name and which shall be affixed to all official documents of CIBA.     

Article XV.  Indemnification

To the fullest extent permitted by the laws of the State of Illinois, as now in effect or as may hereafter be amended, no officer or director of CIBA shall be personally liable for damages in any proceeding brought by or in the right of CIBA, or in connection with any claim, action, suit or proceeding to which he or she may be or is made a party by reason of being or having been an officer or director of the CIBA, and shall be indemnified against any and all liability and the reasonable expenses, including attorney’s fees and disbursement, incurred by him or her (or their heirs, executors and administrators) in the defense or settlement of such claim, action, suit, or proceeding,  provided, however, that such relief from liability shall not apply in any instance where such relief is inconsistent with any provision of Illinois Law.

Article XVI.  Dissolution

Upon the dissolution of CIBA, the Board of Directors shall, after paying or making provision for the payment or all liabilities of the Corporation, dispose of all the assets 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 corporation or organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or for the corresponding provisions of any future United States Internal Revenue Code), or a social and recreation club within the meaning of § 501 (c) (7), as the Board of Directors shall determine.  Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purpose or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.

Article XVII: Amendments

After their initial adoption, these By-Laws may be altered, revised, amended or repealed and new by-Laws may be adopted by a majority of the members present at the October meeting.

Article XVIII: Parliamentary Procedure

Section A: Robert’s Rules of Order Revised shall be followed by the organization in all cases involving parliamentary procedure when it does not conflict with the By-Laws.

Section B: The Rules may be suspended by unanimous vote of the present membership during a memberships meeting, or the present Directors during a Board Meeting.

Adopted by the members on September __, 2017

Standing Rules

  1. Standing Rule #1: Private Property: Personal beekeeping equipment in all its forms, even if located on another owner’s land, is to be considered private property. Club members may not use private property without the prior approval of the owner.
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