BYLAWS OF THE NORTHERN ILLINOIS CHAPTER 
OF THE MILITARY VEHICLE PRESERVATION ASSOCIATION 
As voted and revised June 2016

ARTICLE 1 - NAME, PURPOSE, AND OFFICE 
Section 1.1 - NAME - The name of the non-profit corporation is the Northern Illinois Chapter of the Military Vehicle Preservation Association. The name may be abbreviated to NIC.

Section 1.2 - PURPOSE - The purpose of the Corporation, as stated in its Articles of Incorporation, is for the exclusive promotion of social welfare within the meaning of Code Section 501(c)(4), including for such purposes, but not limited to, the provision of a forum for historians, vehicle preservationists, and collectors who are interested in the acquisition, restoration, preservation, and display of historic military transport, as well as the public education regarding such activities.
Section 1.3 – PRINCIPAL OFFICE - The principal office of the Corporation shall be located in the State of Illinois. The Corporation may have other such offices within the State of Illinois, as the Board of Directors may determine from time to time. (Ref Article 3, Section 3.2 b.)
Section 1.4 – REGISTERED AGENT AND OFFICE - The Corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, as required by the Not for Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Illinois.  The registered agent of the Corporation may be changed from time to time by the Board of Directors.
ARTICLE 2 – MEMBERSHIP
Section 2.1 – CATEGORIES OF MEMBERS - The Corporation shall have two class of voting members;
a.	“REGULAR MEMBERS” - Regular Members are those persons who have made the necessary application to join, been voted into the Corporation by the Board of Directors and are current with their membership dues.
b.	“LIFE MEMBERS” - Life Members are those members elected by the Board of Directors.
c.	Both classes shall collectively be referred to as the “Members” and have voting rights. 
 
Section 2.2 - APPLICATION FOR REGULAR MEMBERSHIP - Application for regular membership in the NIC may be presented to the Board of Directors and that applicant shall share the interests and purposes of the NIC. The applicant does not need to own a military vehicle to become a member. The Board of Directors shall, by a majority vote, approve or disapprove applications for membership and if approved accept the payment for dues. A membership application may be rejected by the sole discretion of the Board for any reason. (Ref Article 4, Section 4.2)
 
Section 2.3 - DUES – Regular members are required to make yearly payment of dues.
a.	Membership Dues payment amounts shall be determined by the Board of Directors.
b.	Membership is based on the calendar year, January 1st to December 31st. 
c.	Payment of dues is to be paid on or before December 31st for the upcoming year. 
d.	Failure to make payment by the close of the February regular meeting will result in the removal of the member. 
e.	To have a member reinstated, it requires a majority affirmative vote by the Board and may incur a late fee. (Ref Article 4, Section 4.2)

Section 2.4 - VOTING 
a.	At the elections of the Officers/ Board of Directors, each Member shall have the right to one (1) vote for each open Officer/Board of Director position. 
b.	The written ballot must contain the Member’s name and be signed by that Member.
c.	The vote of the majority of members voting by mail-in ballot along with ballots collected at the December Annual Meeting shall determine the winners of the election. (Ref Article 4, Section 7 g.)
d.	If the elections are unable to be held at the December Meeting, then the election will take place at the next Regular Meeting.

Section 2.5 - DISCIPLINE OF MEMBERS 
a.	Any Member not acting in NIC’s best interest or purpose shall be subject to review and further action as deemed appropriate by the Board of Directors.
b.	Offending Members may receive a verbal warning, or written warning, or instructed to leave a NIC meeting or event, or be expelled from NIC membership upon the affirmative vote of a majority of the Board. (Ref Article 4, Section 4.2)
c.	An appeal may be made by the disciplined Member to the Board at the next Regular Meeting. The disciplined Member may ask to have the disciple measure reviewed and ask for the decision to be overturned. The disciplined Member may remove one Board member from voting on the proposed discipline measure for any reason. The remaining Board of Directors shall then hear the Member’s appeal and uphold or overturn the discipline measure by a majority affirmative vote of the Board that is entitled to vote. (Ref Article 4, Section 4.2)

Section 2.6 – REGULAR MEETINGS – Regular meetings will be held monthly and may be canceled by a majority vote of the Board. There will be no Regular meeting during the month January.  
 
Section 2.7 - ANNUAL MEETINGS - Unless otherwise required by the Not for Profit Corporation Act, the Articles of Incorporation, or these Bylaws, there will be an Annual Meeting of the membership along with an Annual Board of Directors Meeting held during the Regular December Meeting. The Annual Meeting will also hold the election of the Board of Directors and Officers.  

Section 2.8 - SPECIAL MEETINGS – 
a.	Special Member Meetings may be called at any time by the President or by two (2) members of the Board of Directors. A written request stating the purpose of the proposed meeting will be submitted to the Secretary. (Refer Article 4 Section 4.7 g.)
b.	Special Meetings may be called by at least twenty percent (20%) of the Voting Members in writing stating the purpose of the proposed meeting. The request will be directed to the Board of Directors and submitted to the Secretary. (Refer Article 4 Section 4.7 g.)
c.	Special Member Meetings shall be held at such place designated by the Board of Directors.
d.	An advance notice of at least 14 calendar days prior to the designated special meeting(s) will be sent via email to Members. Notice will also be posted on the web site for any member that does not have an email address. (Refer Article 4 Section 4.11 d.)
  
Section 2.9 - QUORUM  
At least fifty percent (50%) of the Officers and at least ten percent (10%) of the non-board Members shall be necessary to constitute a quorum for the transaction of business at any meeting of the Members. (Refer Article 4 Section 4.7 i.)

ARTICLE 3 – BOARD of DIRECTORS
Section 3.1 - NUMBER of BOARD MEMBERS - The number of Directors that make up the Board of Directors cannot be less than three (3) or more than seven (7). It can be adjusted from time to time by the Board of Directors. The Directors positions will be held by the elected Officers of the NIC. (Refer Article 4 Section 4.1 a. and Article 8, Section 8.3 a.) 

Section 3.2 – BOARD MEMBERS POWERS - Subject to limitations of the Articles of Incorporation, the Bylaws, and the Not for Profit Act as to action which must be authorized or approved by the members, all corporate powers, and all business and affairs of the NIC, shall be exercised by or under the authority of the Board. The Directors shall have the following powers; 
a.	to conduct, manage and control the affairs and business of the NIC, and to make such policies and procedures consistent with the law, or with the Articles of Incorporation, or these Bylaws, or as they deem best.
b.	to change the principle office and registered office for the transaction of business of the NIC from one location to another within the State of Illinois.

Section 3.3 – VOTING – Each Director has (1) vote. If a Director holds more than one position, he/she may only cast one (1) vote. 

Section 3.4 – REMOVAL - A Director may be removed by a yes vote of two-thirds (2/3) of the Voting Members by written ballot, or a majority affirmative vote of all of the Directors. The Director being considered for removal shall not be allowed to vote. The vote can take place at a Regular, Special or Annual Member Meeting. Any vacancy occurring in the Board of Directors because of death, resignation, removal or otherwise may be filled by the Board at any meeting. (Refer Article 4 Section 4.2 and 4.7 g.)

ARTICLE 4 - OFFICERS
Section 4.1 - OFFICERS –
a.	The Officers of the NIC shall be a President, Vice President, Secretary, Treasurer, Activities Coordinator, Newsletter Editor, and Webmaster. 
b.	The Officer to be elected must be a current member of the NIC. 
c.	The Officers shall be elected annually at the Annual Member Meeting and shall hold office until the next Annual Member Meeting.
d.	The Newsletter Editor and Webmaster may be combined into one position.
e.	If a non-NIC MVPA member is used as a ”Webmaster”, then the position for Webmaster will not be an Officer. (Refer Section 4.11 f.)
f.	The position of President and Treasurer cannot be held by the same person. (Refer Article 4 Section 4.7 i.)

Section 4.2 – TIE VOTING - In the event of a tie vote on any issue, the tie vote shall be determined by the current highest ranking Officer, who is eligible to vote.  The officers are ranked as follows:  President, Vice President, Secretary, Treasurer, Activities Coordinator, Newsletter Editor, and Webmaster. (Refer Article 4 Section 4.4)

Section 4 3 - VACANCIES - A vacancy of any Officer because of death, resignation, removal, or any other cause shall be filled by a majority vote of the Board of Directors. 

Section 4.4 - REMOVAL - Any Officer may be expelled from the position, either with or without cause, at any time by an affirmative vote of two-thirds (2/3) of the Members by written ballot, or a majority vote of all of the Board. The Officer being considered for expulsion shall not be allowed to vote as a Director or as a Member on this issue of removal. The voting will be held at any Regular, Special or Annual Meeting. If the Officer is expelled, said officer cannot vote as a Director or Officer. (Refer Article 4 Section 4.5 b.)  

Section 4.5 - PRESIDENT - The President shall;
a.	be the principal officer of the NIC and, subject to the control of the Board and enforce the Bylaws.
b.	when present, preside at all meetings and matters of the Board, unless he/she is in the process of being expelled.
c.	sign all contracts or other instruments which the Board have authorized.
d.	sign and issue checks or other orders for payment of money issued in the name of the NIC (Refer Article 4 Section 4.8 f. and k, , and Article 5 Section 5.2)
e.	appoint committees.
f.	in general, perform all the duties of the office of President and such other duties as may be prescribed by the Board from time to time.

Section 4.6 – VICE PRESIDENT – The Vice President shall;
a.	in the absence of the President, the Vice President shall perform the duties of the President.
b.	promote new membership.
c.	perform such other duties as required from time to time as directed by the President or Board.

Section 4.7 - SECRETARY - The Secretary shall;
a.	keep as permanent records, the minutes of the meetings and committees. 
b.	be custodian of NIC records.
c.	report the minutes at the Annual, Special and Regular meetings.
d.	see that the notice of the Annual meeting be given as required by law. (Ref Article 4, Section 11 d.)
e.	distribute and receive the mailed ballots for the election of Officers and for all other issues mailed for Members’ votes. (Ref Article 8, Section 8.1 and 8.2)
f.	tally written ballots. If the Secretary is unavailable to tally the written ballots, then another Officer may tally the ballots.
g.	inform the Web Master to post a Special Meeting in a timely manner. (Ref Article 4, Section 11 d.)
h.	perform the duties of the President if both the President and Vice President are absent.
i.	if the Secretary, along with the President and Vice-President are absent from a meeting then there can be no quorum.
j.	in general, perform all duties of the office of Secretary and such other duties from time to time that may be assigned by the President or by the Board.

Section 4.8 - TREASURER - The Treasurer shall;
a.	have charge and custody of and be responsible for all funds and securities of the NIC. 
b.	receive and give receipts for monies due and payable to the NIC.
c.	deposit all monies in the name of the NIC in such banks as selected by the Board. 
d.	keep the official membership roster of Members.
e.	submit financial reports of the NIC as directed by the Board.
f.	maintain the signature cards at the NIC’s financial institution so that the President and the Treasurer may individually deposit and disperse funds from the account.
g.	file all Federal and State tax documents on behalf of NIC.
h.	sign and issue checks or other orders for payment of money issued in the name of the NIC. (Refer Article 5 Section 5.2)
i.	keep an accounting of all revenues and expenditures. 
j.	not expend any funds without proper authorization by the Board.
k.	perform such other duties from time to time as may be assigned by the President or by the Board.
l.	pay the NIC liability insurance using NIC funds. (Ref Article 6, Section 6.1)

Section 4.9 – ACTIVITY COORDINATOR - The Activity Coordinator shall be the Officer who is the primary coordinator of affairs, programs and activities of the NIC.  The Activities Coordinator shall;
a.	solicit ideas and make recommendations to the members as to the events that NIC might want to participate.
b.	be the primary point of contact for all NIC sponsored events.
c.	oversee the sponsored events if possible.
d.	be responsible for providing all event information to the Newsletter Editor in a timely manner.
e.	collect donations from paid events and give those funds to the Treasurer or President for deposit in a timely manner.
f.	perform such other duties from time to time as may be assigned by the President or by the Board.

Section 4.10 – NEWSLETTER EDITOR - The Newsletter Editor shall; 
a.	be responsible to publish and distribute the newsletter.
b.	encourage members to contribute news articles and pictures for publication.
c.	publish the meeting minutes within the newsletter.
d.	publish planned activities.
e.	ensure at least four newsletters are published for membership per year.
f.	make newsletters available to the Military Vehicle Preservation Association, if the NIC is affiliated with MVPA.
g.	perform such other duties from time to time as may be assigned by the President or by the Board.

Section 4.11 – WEBMASTER - The Webmaster shall;
a.	maintain the NIC website.
b.	present an overview of NIC and its activities on the website.
c.	provide all newsletters and notices on the website in a timely manner.
d.	post the Annual Meeting and any Special Meeting notice in a timely manner on the NIC website.
e.	perform such other duties from time to time as may be assigned by the President or by the Board.
f.	if not a Member, will not be elected as an Officer or a Board Director and will not have any voting rights.

ARTICLE 5 – LOANS, OPERATING RESERVES AND COMPENSATION
Section 5.1 - LOANS - No loans will be issued or contracted by NIC.



Section 5.2 – OPERATING RESERVE - The Treasurer shall tally the required insurance, registration with the State of Illinois, website maintenance, domain name, mailings, and other such absolutely necessary expenses for NIC’s existence. One-and-one-half years’ of these tallied expenses must be kept in reserve in the NIC’s bank account.

Section 5.3 – COMPENSATION FOR NIC EVENTS - The Board may authorize the reimbursement of Member’s operating expenses for participating vehicles. Paid expenses are subject to the receipt of appropriate documentation and approval as required by the Board.

ARTICLE 6 – INSURANCE
Section 6.1 – INSURANCE - NIC shall purchase and maintain an insurance policy with a reputable carrier insuring NIC and its Members from liability and property damage arising from the use of vehicles owned by Members during NIC sponsored events. This insurance will not cover Members going to or from an event or for any other use of their vehicles other than when at a NIC event. (Ref Article 7, Section 7.1)

Section 6.2 – INDIVIDUAL INSURANCE - Members are required to adhere to all insurance rules and regulations as required by State of Illinois law for motor vehicles. It is obligatory that Members carry proof of insurance, if required by law, in their vehicles at all times. 

ARTICLE 7 – PUBLIC EVENTS 
Section 7.1 – SPONSORED EVENTS – The Board may designate an event as a Sponsored Event and make a written notice of the event.

Section 7.2 – WEAPONS AND SIMULATORS   
a.	Weapons firing blank rounds and or combustible gas simulators or any other devices that will produce the sound of live firing whether mounted on or off vehicles will not be fired without prior consent of the Board and consent of the event sponsor.
b.	No live weapon(s) will be displayed at any NIC events.
c.	Deactivated weapons must conform to Bureau of Alcohol Tobacco, Firearms and Explosives requirements.
d.	Members are strongly encouraged to have the weapons cased or have them in a scabbard during transit to and from NIC events.

Section 7.3 – SAFETY- No Member shall act in a dangerous manner or operate an unsafe vehicle at a NIC event. Failure to abide will result in the immediate removal of the operator and vehicle by a Board member from that event.

Section 7.4 – VEHICLES - A Board member may disqualify a vehicle from participating in an event if it is determined to be offensive or historically incorrect.
								
Section 7.5 – POLITICAL CAMPAIGNING - The NIC will not participate, publish, distribute or make statements concerning any political campaign or opinions on behalf of or in opposition to any candidate for public office. Members will not display any posters, stickers or other political material during a NIC event.

Section 7.6 –COMMERCIAL ADVERTISING - Commercial for profit enterprise vehicles may not participate in NIC parades, displays, and other public events. Members’ vehicles may not contain commercial for profit private advertising. Any violation of this section will cause that vehicle to be removed from the event by a Board member.

ARTICLE 8 – MISCELLANEOUS 
Section 8.1 - AMENDMENTS TO THE BYLAWS - These Bylaws may be asked to be amended if twenty percent (20%) of the Members place in writing to the Board with the desired change. A simple majority vote of the total number of Board then in office shall result in the Secretary sending the proposed amendment to the Bylaws to all of the Voting Members. The Amendment(s) need to have a two-thirds (2/3) affirmative vote by the Members voting by written ballot to be adopted. 

Section 8.2 – NEW BYLAWS - New Bylaws may be adopted by a two-thirds (2/3) affirmative vote of Members voting by written ballot. 

Section 8.3 – DEFINITIONS – 
a.	The term “Board” shall be defined as meaning the Board of Directors.
b.	The term “Director” shall mean a member of the Board of Directors.
c.	“Code Section” means a section of the Internal Revenue Code 1986, as amended.
d.	“Not for Profit Corporation Act” means the Illinois General Not For Profit Corporation Act of 1986, as amended.
e.	“Expelled” means removed from office or membership.

Section 8.4 - PRECEDENCE - The order of the rules of the Corporation shall be: 
1. the Articles of Incorporation of the Corporation.
2. the Bylaws, so long as they are not in conflict with the Articles of Incorporation or any clause of the current Act or any other governmental law or laws.
       
ARTICLE 9 - INDEMNIFICATION OF DIRECTORS AND OFFICERS 
Section 9.1 – INDEMNIFICATION -  The NIC shall indemnify each person who is or was a Director or Officer, or who is serving or has served at the request of NIC as a director, trustee, or officer of another corporation, partnership, joint venture, trust, or other enterprise, and may indemnify any person who is or was an employee or agent of NIC and any person who is serving or has served at its request as an employee or agent of any other enterprise, to the fullest extent from time to time permitted by the laws of the State of Illinois in the event any of such persons was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative.

Section 9.2 – AUTHORIZATION of INDEMNIFICATION - Any indemnification under this Article 9 (unless the indemnification is ordered by a court) shall be made by NIC only as authorized in the specific case, upon a determination that indemnification of the Director, Officer, employee, or agent of NIC is proper in the circumstances. In the case of indemnification that is mandatory under Section 9.1 hereof, the determination shall be limited to (a) whether the person to be indemnified has met the standards specified in Section 9.1 and (b) the amount of the indemnification permitted by law.  Any determination under this Section 9.2 shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

Section 9.3 – ADVANCE PAYMENTS -  Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by NIC in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, Officer, employee, or agent of NIC to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by NIC as authorized in this ARTICLE 9.

Section 9.4 – NON-EXCLUSIVITY AND CONTINUATION - The indemnification provided by this Article 9 shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of disinterested Directors, or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent of NIC, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
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ARTICLE 10 – DISSOLUTION
Section 10.1 - Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of NIC, dispose of all the assets of the Corporation exclusively for the purposes of the corporation in such manner, or to such organizations organized for purposes of historical vehicle preservation or a veteran exempt organization under such of Code Section 501(c)(3) or Code Section 501(c)(4), as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of Corporation is then located, exclusively for the purposes of Corporation or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.