ROAD MAP COLLECTORS ASSOCIATION, INC.

 

BY-LAWS –- Adopted November 1, 2000, amended September 27, 2013

 

ARTICLE I.  NAME.

The name of this corporation shall be Road Map Collectors Association, Inc. The abbreviation RMCA may be used as the shortened form of the official name.

 

ARTICLE II.  MEMBERS.

Section 1.  Eligibility.

Membership shall be open to all persons interested in the collecting and/or history of road maps. Persons may become members by submitting payment of annual dues.

Section 2.  Term of Membership; Dues.

The term of membership shall be determined by the Board of Directors.  The dues for membership of the corporation shall be established by the Board of Directors from time to time. Any changes to dues shall become effective at the beginning of the calendar year following their adoption, unless otherwise specified by the Board of Directors.

A member’s term of membership shall begin when his or her dues are received by the corporation and shall end when the term that the member paid for has expired.

The Board of Directors shall, from time to time, determine the quantity and nature of published material to be provided to members during one membership term. The Board of Directors may vote to extend the membership term of all of the members if, in its discretion, it determines that publications due to its members have not been provided by mail, email, or made available on the RMCA web site during a particular period of time.

Members who have not renewed their dues shall remain in good standing until the terms that the members paid for have expired.   The Board of Directors may, in its discretion, provide all expiring members with a grace period after their dues have expired.

Section 3.  Classes of Membership; Dues Waivers.

For record-keeping or other purposes, the Board of Directors may establish classes of membership from time to time. The Board may exempt any member from payment of dues. Such dues waiver may be granted either for a specific term or for a member’s lifetime. All members are entitled to the same rights and benefits.

Section 4.  Regular Meetings of the Members.

A regular Annual Meeting of the Members shall be held at such time and at such place as the Board of Directors shall provide by resolution. This meeting may be held inside or outside the State of Illinois.

Section 5.  Special Meetings of the Members.

Special meetings of the members may be called by the President or by a majority of the Board of Directors then in office. The person or persons convening a special meeting of the members may fix any place inside or outside the State of Illinois as the place for holding that special meeting of the members.

Section 6.  Notice of Meetings of the Members.

Due notice of not less than 20 days, nor more than 60 days, shall be given of the regular Annual Meeting of the Members and of any special meeting of the members by written notice delivered personally or sent by mail or email to each member at his or her address shown by the records of the corporation, or by posting on the RMCA website or any other method of electronic communication approved by the Board of Directors.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid.  If posted on the website, such notice will be deemed to have begun delivery at the time that it was posted and to continue to be delivered so long as the posting remains on the website.

The business to be transacted at any regular Annual Meeting of the Members need not be specified in the notice of such meeting. The business to be transacted at a special meeting of the members shall be specified in the notice of such meeting.

The date upon which notice of a meeting of the members is delivered shall be the record date for determination of members entitled to receive notice and to vote at such meeting. The date upon which mail or email ballots are delivered or website ballots are downloaded shall be the record date for determination of members entitled to receive ballots and to vote on the question or questions submitted to such ballot.

Section 7. Quorum for Meetings of the Members.

A quorum shall not be required for the transaction of business at any meeting of the members. A simple majority is needed to pass any measure on the ballot.

Section 8.  Voting at Meetings of the Members.

All members in good standing shall be eligible to vote at a meeting of the members. Each member eligible to vote shall have one vote on each matter submitted to a vote of the members. Voting by proxy at all meetings of the members is prohibited. Unless otherwise required by law, the right of members to vote shall be limited to:

the election of directors;

the removal of elected directors;

a resolution for dissolution; and

other questions that the Board of Directors shall deem desirable to be submitted to a vote by the members.

 

Section 9.  Manner of Acting by a Meeting of the Members.

The act of a majority of the members present and voting in person at a meeting of the members shall be the act of the members, unless the act of a greater number is required by law or by these By-Laws.

 

ARTICLE III.  MAIL BALLOT PROCEDURE.

Section 1.  Business of the Members Conducted by Mail or Electronic Ballot.

The Board of Directors may transmit business to the members, including voting, using mail, email, publication on the RMCA website, or any other method of transmission that the Board of Directors decides is appropriate. Any member not connected to email, may, upon request, be served by mail and/or by telephone at his or her address as shown by the records of the corporation.  Service may also be made by publication on the RMCA website.

Section 2.  Delivery of Ballots to the Members.

For matters submitted to the members for a vote, other than at a meeting of the members, a ballot shall be delivered to each member entitled to vote by mail, email, or publication on the RMCA website.  This ballot shall be accompanied by instructions for marking the ballot and shall provide a place to indicate the member’s name and membership number.

For matters submitted to a mail or electronic vote by the members, the time deadline shall be not more than 40 days and not less than 20 days after the date the ballots were delivered to the members entitled to vote.

Section 3.  Return of Marked Ballots by the Members.

The marked ballot and member identification shall be returned to the designated address by mail, in person, or by electronic transmission before the time deadline set by the Board of Directors.

For the bi-annual election of directors, the time deadline shall be set no earlier than 10 days prior to the regular Annual Meeting of the Members.  For other matters submitted to a mail or electronic vote by the members, the time deadline shall be not more than 60 days and not less than 40 days after the date the ballots were delivered to the members entitled to vote.

Section 4.  Counting of Ballots Cast by the Members.

The Board of Directors shall designate two or more persons as election judges. Following the time deadline for return of ballots, all ballots shall be delivered to said judges. Within 10 days of the deadline for return of ballots, the judges meeting together, in person, by telephone, or electronically, shall determine the validity of each ballot, shall maintain a list indicating which members have returned their ballots, shall count the valid ballots, and shall report the results in writing by email, or otherwise, to the Board of Directors.

A member’s failure to include his or her name and/or membership number on the ballot sheet shall not invalidate a ballot if the identity of the member submitting the ballot can be determined from a return address or otherwise. Ballots which cannot be identified with a specific member shall be void.

 

ARTICLE IV.  BOARD OF DIRECTORS.

Section 1.  General Powers.

The affairs of the Corporation shall be managed by its Board of Directors, which shall consist of seven elected directors and four or more ex-officio directors.

The persons holding the office of President, Vice President, Secretary, and Treasurer shall serve as ex-officio members of the Board of Directors, concurrent with their terms in these offices.

The Board of Directors may, in its discretion, by majority vote, include the newsletter editor and webmaster as ex-officio members of the Board of Directors.

Section 2.  Eligibility; Nomination of Elected Directors.

Any member eligible to vote may be nominated as an elected director. Directors need not be residents of the State of Illinois.

Nominations may be made by any member and shall be delivered in writing or e-mail to the President no later than the Annual Meeting of the Members in an election year.  Nominations may also be made from the floor at the Annual Meeting of the Members.  A nominee shall be placed on the ballot only with the nominee’s approval.

Nominees who accept their nomination shall provide a candidate statement to the President for distribution to the membership prior to the election.  The format of the candidate statement as well as the method of its distribution to the members shall be determined by the Board of Directors.

Section 3.  Election and Term of Elected Directors.

The seven elected directors’ positions shall be filled by vote of the members once every second year. The seven candidates for director receiving the greatest number of votes shall be elected.  If there is a tie between two or more candidates for the last position to be filled, the Board of Directors shall choose one of those candidates to fill the open position.   Each elected director shall take office immediately following his or her election.  Each director’s term shall continue until his or her successor shall have been elected at the next scheduled election.

Section 4.  Removal of Elected Directors.

In accordance with Illinois statute, an elected director may be removed only by a vote of the members at a meeting of the members.  No director shall be removed at a meeting of members unless written notice of such meeting has been delivered to all members entitled to vote not more than 60 days and not less than 20 days prior to the date set for the meeting.  Such notice shall be given by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting of the members, to each member of record entitled to vote at such meeting, and state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. A director shall be removed by the affirmative vote of two-thirds of the members voting at that meeting of the members.

Section 5.  Resignation of Elected Directors.

A director may resign at any time by written notice delivered to the Board of Directors, its chairman, or to the President or Secretary of the corporation. A resignation is effective when the notice is delivered, unless the notice specifies a future date.

Section 6.  Filling of Vacancies of Elected Directors.

A vacancy in any elected directorship because of death, resignation, removal, disqualification or otherwise, may be filled by the affirmative vote of a majority of the remaining directors.  The term of a director who fills a vacancy expires at the next Annual Meeting of the Members at which his or her predecessor’s term would have expired.

Section 7.  Regular Meetings of the Board of Directors.

A regular Annual Meeting of the Board of Directors shall be held each year.  The Board may meet concurrent with and in the same place as the regular Annual Meeting of the Members.  Notice of the time and place of the Annual Meeting of the Board of Directors may be given to directors by mail, email, telephone, or by electronic posting on the RMCA Website prior to the Annual Meeting of the Members.  The Board may also meet concurrent with and in the same place as the regular Annual Meeting of the Members.  In such case, the Annual Meeting of the Board of Directors may be held without any other notice than this by-law.

Section 8.  Special meetings of the Board of Directors.

Special meetings of the Board of Directors may be called by the President or by three or more of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board may fix any place inside or outside the State of Illinois as the place for holding any special meeting of the Board called by them. Notice of a special meeting of the directors shall be given at least seven days prior to the date set for the special meeting.

Section 9.  Notice of Meetings of the Board of Directors.

Notice of any meeting of the Board of Directors, other than the Annual Meeting of the Board of Directors, shall be given by the Secretary or, if the Secretary is unwilling or unable to act, by the persons entitled to call the meeting. Notice shall be in writing delivered personally or sent by mail or email to each director at his or her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice of such meeting, unless required by law or by these by-laws.

Section 10.  Quorum for Meeting of the Board of Directors.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  Vacant positions shall not count against the quorum requirement.

Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone, video conferencing program, or any other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 11.  Manner of Acting By the Board of Directors.

The act of a majority of the directors present at a meeting of the Board of Directors shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws. Each director shall have one vote on each matter submitted to a vote of the directors. In accordance with Illinois law, no director shall vote by proxy on any matter.

Section 12.  Business Conducted by Mail or Electronic Ballot.

The Board of Directors may conduct business, including voting, using email, teleconference, or other electronic means.

Section 13.  Informal Action by Directors.

Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors.

Section 14.  Non-compensation of Directors.

Unless otherwise specified in these by-laws, all members of the Board of Directors serve in their positions without compensation other than for reimbursement of actual expenses incurred on behalf of the corporation.

 

ARTICLE V.  OFFICERS.

Section 1.  Officers.

The officers of the Corporation shall consist of President, Vice President, Secretary and Treasurer.

Section 2.  Election and Term of Officers.

The officers of the Corporation shall be elected by majority vote of the Board of Directors and shall serve at the pleasure of the Board of Directors. Each officer shall take office immediately following his or her election.

Section 3.  Eligibility as Officers.

Any member eligible to vote may be elected to any office, except that no person shall concurrently hold more than one office.  Officers need not be residents of the State of Illinois.

Section 4.  Removal of Officers.

Any officer may be removed by majority vote of the Board of Directors.  If an officer is removed from office, that officer is also removed from his/her position as an ex-officio member of the Board of Directors.

Section 5.  Vacancies in Offices.

Unless otherwise specified by these by-laws, a vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 6.  Duties of Officers.

Officers shall perform duties enumerated in these by-laws and shall perform such additional duties as may be prescribed by the Board of Directors from time to time.

Section 7.  President.

The President shall:

a. act as chief executive officer of the Corporation and shall supervise all affairs of the Corporation;

b. preside at all meetings of the members and of the Board of Directors;

c. sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation;

d. serve as an ex-officio member of all committees; and

e. perform all other duties incident to the office of President as prescribed by the Board of Directors.

Section 8.  Vice President.

The Vice President shall:

a. in the absence of the President or in event of his or her inability or refusal to act, 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;

b. be responsible for collecting nominations for the elected directors’ positions; and

c. perform such other duties incident to the office of Vice President as may be prescribed by the President or the Board of Directors.

Section 9.  Treasurer.

The Treasurer shall:

a. have charge and custody of and be responsible for all funds and securities of the Corporation;

b. receive and give receipts for monies due and payable to the Corporation and promptly deposit all such monies in the name of the Corporation in accordance with the provisions of these by-laws;

c. maintain a record of all debts of the Corporation, promptly pay such debts as have been authorized for payment by the Board of Directors, and submit all other bills to the Board of Directors for approval;

d. maintain a record of all receipts and disbursements in a commonly accepted form of bookkeeping;

e. prepare a written annual report of income and expenditures and deliver it to each member of the Board of Directors;

f. prepare a written annual report of the Corporation’s financial affairs and condition in a form suitable for publication or distribution to the Corporation’s members;

g. file all tax documents and returns required by state or federal law;

h. be bonded for the faithful discharge of his or her duties if the Board of Directors determines that it is appropriate;

i. to make payments on behalf of the Corporation and to take other actions on its behalf that are necessary to maintain the Corporation’s website; and

j. perform all other duties incident to the office of Treasurer as prescribed by the Board of Directors.

Section 10.  Secretary.

The Secretary shall:

a. keep complete and accurate minutes of the meetings (in writing, on tape, or copies of email messages) of the members and of the Board of Directors and make available at request to all directors a copy of these minutes not more than 30 days after such meetings;

b. see that all notices are duly given in accordance with the provisions of these by-laws or as required by law;

c. be custodian of the Corporation’s records, including but not limited to the articles of incorporation and by-laws, minutes of meetings of members and of the Board of Directors and all written reports incident thereto;

d. following each regular Annual Meeting, submit the original copies of the minutes and reports of the previous year for permanent inclusion into the Corporation’s archives; and

e. perform all other duties incident to the office of Secretary as prescribed by the Board of Directors.

Section 11.  Registered Agent.

The Corporation shall continuously maintain within the State of Illinois a registered office and a registered agent whose office is identical with such registered office, as required by the Illinois General Not For Profit Corporation Act.

Section 12.  Additional Agents and Advisory Bodies.

Additional agents and advisory bodies may be created and filled by appointment, or abolished from time to time as the Board of Directors shall deem desirable. All appointed agents and advisory bodies shall serve at the pleasure of the Board of Directors.

 

ARTICLE VI.  COMMITTEES.

Section 1.  Creation of Committees.

The Board of Directors may create one or more committees and appoint directors, members, and/or or such other persons as the Board of Directors designates to serve on the committee or committees.

Each committee shall have two or more directors, a majority of its membership shall be directors, and all committee members shall serve at the pleasure of the Board of Directors.  Unless otherwise provided by these by-laws or by the Board of Directors, each committee shall exist for a one year period from the time of its creation. The members of each committee shall select a chairman and the chairman shall report to the Board of Directors.

Section 2.  Committee Quorum; Manner of Acting.

Unless the appointment by the Board of Directors requires a greater number, a majority of any committee shall constitute a quorum, and a majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action.  Committee members may participate in and act at any committee meeting through the use of a conference telephone, video conferencing program, or any other communications equipment by means of which all persons participating in the meeting can communicate with each other, or by any other means approved by the Board of Directors.  Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Each committee member shall have one vote on each matter submitted to a vote.

Section 3.  Committee Meetings.

Subject to the provisions of these by-laws or actions by the Board of Directors, a committee may, by majority vote of its members, determine the time and place of meetings of the committee and the notice required therefor.  A committee may act by unanimous consent in writing, including by email, or other electronic means acceptable to the Board of Directors, without a meeting.

Section 4.  Committee Powers.

Each committee may exercise the authority of the Board of Directors to the extent specified by the Board of Directors or in the articles of incorporation or by-laws, except as limited by the Illinois General Not For Profit Corporation Act.

 

ARTICLE VII.  WEBSITE

Section 1.  Creation of Website.

The Corporation shall create a website or websites on the collecting and/or history of road maps for the benefit of the general public. The website shall contain special features for the benefit of its members.

The website may be hosted by the Corporation, or by a third party upon the authorization of the Board of Directors.  The Board of Directors shall designate the Treasurer to make payments, establish passwords, and take such actions necessary for maintaining the website, subject to approval by the Board of Directors.

Section 2.  Webmaster.

The Board of Directors may appoint one or more designated member(s) to serve as Webmaster(s) to develop, control and, maintain website content. The Webmaster(s), and/or, as approved by a majority of the Directors, an outside developer; shall develop, control, and maintain the website in a manor approved by the Board of Directors. The webmaster(s) shall serve at the pleasure of the Board of Directors.

 

Section 3.  Operation of Website and Compensation for its Operation.

The Treasurer shall determine what financial expenditures are required to create, develop, and/or maintain the website, and report these determinations to the Board of Directors on not less than an annual basis for approval.   In the case where the Treasurer recommends compensation to a third party, such as an outside website developer, approval is by majority vote of the Board of Directors.   In the case where one or more directors may directly or indirectly personally financially benefit from a proposed transaction, approval is required by a majority of the remaining directors who would not personally benefit from that transaction.   Reimbursement of actual costs incurred by a director on behalf of the corporation is not considered a direct or indirect financial benefit to that director.

The Board of Directors, in its discretion, may delegate its authority to approve routine expeditures and/or petty expenditures pertaining to the website to the Treasurer, and/or any other member of the Board of Directors that it specifically delegates such authority to.

 

ARTICLE VIII.  PUBLICATIONS.

The Corporation shall publish a publication in magazine or newsletter form, which will be sent free of charge to each member in good standing. To the extent practical, this magazine or newsletter shall be published on a quarterly basis.

The Corporation’s publications shall contain material of historical or educational value on subject matter related to the purposes of the Corporation and shall contain material about news and current activities of the Corporation and its members. Insofar as is practical, the publications should attempt to devote equal coverage to the major branches of road maps collecting (e.g., official maps, petroleum maps, and maps of other areas of interest).

The Board of Directors shall appoint an editor, editorial board, and/or publisher who shall have overall responsibility for the creation of all society publications and promotional materials, including the solicitation of material for publication and the design, editing and distribution of said publications.

 

ARTICLE IX.  FINANCES.

Section 1.  Fiscal Year.

The fiscal year of the Corporation shall begin January 1 and end December 31.

Section 2.  Budget.

An annual budget for the expenditure of corporate funds by the Board of Directors, officers and committees of the Corporation for the next fiscal year shall be prepared and adopted by majority vote of the Board of Directors prior to the beginning of each fiscal year. The annual budget shall be based upon past expenditures and estimates of income and expenses for the next fiscal year. The annual budget may be amended from time to time by the Board of Directors. Expenditures of funds not provided for by the annual budget shall require the specific prior approval of the Board of Directors.

Section 3.  Contracts.

The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract, incur an expense or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 4.  Expenditures.

The Board of Directors may, in its discretion, delegate its authority to approve routine expeditures and/or petty expenditures to the President, Treasurer, and/or any other member of the Board of Directors that it specifically delegates such authority to.

Section 5.  Checks, Drafts, Etc.

All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers or agents of the Corporation 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 or any other officer designated by the Board of Directors to sign checks.

Section 6.  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 as the Board of Directors may designate.

Section 7.  Earnings.

No member shall be entitled to any portion of the earnings of the Corporation. All earnings shall be held for use by the Corporation in furtherance of its purposes; provided, that nothing herein shall prohibit the Board of Directors from compensating a member, director, or officer for the reasonable value of his or her services.

Section 8.  Audit.

The financial records of the Corporation shall be audited as soon as practical following the end of each fiscal year by two members who are not directors or officers, or by an accountant who is not a director or officer, as selected by the Board of Directors.

 

ARTICLE X.  BOOKS AND RECORDS.

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees. Minutes may be in writing, on audio tape, video tape, email, or any other form that is consistent with Illinois law.

 

ARTICLE XI.  REGIONAL CHAPTERS.

Section 1. Creation.

Regional chapters may be established by any members of the RMCA upon written application to and with the approval of the Board of Directors.

Section 2.  Purpose.

Regional chapters shall encourage the involvement of members in the activities of the RMCA and the fulfillment of its purposes and shall engage in educational, informational and research activities, particularly those of common local or regional interest.

Section 3.  Name.

Regional chapters shall be known by a unique name describing the city, state, or region in which it is formed and shall be designated as _______ Chapter of the Road Map Collectors Association, Inc.

Section 4.  Powers and Term.

Each regional chapter may elect a chairman or such other officers as may be desired by its members. A chapter shall act in adherence to the principles and objectives of the RMCA and shall act consistent with the Corporation’s charitable status under federal and state law.

No chapter shall have the power to obligate the Road Map Collectors Association, Inc. in any way. Each chapter shall, together with its members, be fully responsible for any obligations, financial or otherwise, incurred in the chapter’s establishment or operation.

A chapter shall exist until terminated by:

a. the vote of a majority of its members;

b. the failure of its members to meet as a chapter for a period of two years; or

c. by act of the RMCA Board of Directors.

One copy of each publication or other mailing produced by a chapter shall be delivered to the RMCA secretary to become part of the Corporation’s permanent records.

 

ARTICLE XII.  DISSOLUTION.

Section 1. Adoption of Motion to Dissolve.

A resolution to dissolve the Corporation may be adopted by the Board of Directors, directing that the question of such dissolution be submitted to a vote at a meeting of members, which may be either a regular or special meeting. Written notice stating that a purpose of the meeting is to consider the dissolution of the Corporation shall be given to each member entitled to vote not less than 20 days prior to the date set for the meeting. At such meeting, the resolution for dissolution shall be adopted by the affirmative vote of at least two-thirds of the members present and voting.

Section 2. Disposition of Assets.

Upon the dissolution of the Corporation, the Board of Directors shall pay or make provision for the payment of all of the liabilities of the Corporation. The Board of Directors shall then convey all of the remaining assets of the Corporation to one or more organizations engaged in substantially similar activities to the Corporation. Such organization or organizations shall be operated exclusively for charitable or educational purposes as shall at the time qualify as exempt organization or organizations under the Internal Revenue Code.

 

ARTICLE XIII.  PARLIAMENTARY AUTHORITY.

The proceedings of the Corporation shall be governed by Roberts Rules of Order, Newly Revised in all cases in which these rules are not inconsistent with statute, with the articles of incorporation, or with these By-Laws.

 

ARTICLE XIV.  AMENDMENTS TO BY-LAWS.

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any meeting of the Board of Directors by the affirmative vote of two-thirds of the directors present. All proposed amendments shall be in writing and shall be delivered in writing or by e-mail to each director present before being submitted to a vote.