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Bylaws

BYLAWS OF ILLINOIS HOMECARE & HOSPICE COUNCIL

Latest Revisions:

IHHC’s members updated the bylaws in 2013. The key change was in Article V, reducing the size of the Board by placing the 6 Regions within 3 Districts; District Directors serve on the Board, while Region chairs now correspond more closely to committee chairs. The changes also allow the Board to waive Section Directors if the Section is already represented on the Board, as is the case with Skilled Nursing.


ARTICLE I. NAME AND OFFICE

SECTION 1. The name of the organization shall be Illinois HomeCare & Hospice Council, hereinafter referred to as Council. The acronym shall be IHHC.

SECTION 2. The Council shall maintain a registered office in the state of Illinois and a registered agent at such office.

ARTICLE II. PURPOSE

The purpose of the Council is to support professional providers of care to individuals in the home and community to optimize patient outcomes through integrated, affordable and accessible services by:
A. Promoting high quality, coordinated, comprehensive care in the home and community for the citizens of Illinois.
B. Promoting the efficiency and business interests of the members of the Council.
C. Influencing public policy and regulations relating to care in the home and community.
D. Being a coordinated voice for providers of care to individuals in the home and community in Illinois.
E. Fostering education and best practices in home and community-based care.

ARTICLE III. MEMBERSHIP

SECTION 1. Classes of Membership. The membership of the Council shall be divided into the following classes:
A. Provider Members, consisting of organizations which, as their primary purposes, directly provide health and/or support services to individuals in their homes, hereinafter referred to as home care.
B. Allied Members, consisting of business entities which are recognized by the Board as direct providers of products and services associated with home care.
C. Associate Members, consisting of governmental and trade associations interested in home care.
D. Student Members, consisting of persons who are enrolled full-time in institutions of higher learning pursuing a course of study relevant to home care.
E. Honorary Members, consisting of persons who have distinguished themselves in furthering the purposes of the Council. Honorary membership is bestowed by action of the Board.

SECTION 2. Rights and Privileges. Only Provider and Allied Members shall be entitled to vote. The Board may establish other benefits, rights and privileges of membership classes.

SECTION 3. Applications for Membership. Applications for membership shall be in writing and shall provide such information with respect to the applicant as shall be prescribed by the Board.

SECTION 4. Eligibility. The Board shall establish procedures for determining the eligibility of applicants for particular classes of membership.

SECTION 5. Commencement of Membership. Upon receipt of a completed application, including agreement to abide by the IHHC Code of Ethics and the appropriate dues, the applicant will become a member of the Council.

SECTION 6. Delegates. Each member organization entitled to vote shall identify a delegate who is authorized to represent the member organization at all membership meetings and to cast votes in the organization's name. The organization may change its delegate at any time upon written notice, however no organization may have more than one delegate at a time.

SECTION 7. Suspension and Termination. Membership in the Council may be forfeited for the following reasons:
A. Nonpayment of dues in accordance with Article IV, Section 2, of these Bylaws;
B. Failure to comply with membership standards as established in the Code of Ethics and included in the IHHC Policy Manual;
C. Any other conduct prejudicial to the best interest and stated policies of the Council.
Before membership may be forfeited under B or C above, a member shall be entitled to notice and hearing pursuant to policy established by the Board.

ARTICLE IV. DUES

SECTION 1. Procedure. The Board, prior to the beginning of each fiscal year, shall adopt and promulgate to all members a schedule of dues for all classes of members for the following fiscal year and shall establish the schedule for dues payment.

SECTION 2. Non-Payment. The Executive Director shall notify any member whose dues have not been received at the Council office within 30 days of the time the dues became payable. If the dues are not received within the following 30 days, the member shall, without further notice, be dropped from the rolls and thereupon forfeit all benefits, rights and privileges of membership. The Board may, for good cause shown, extend the time for payment of dues and continuation of membership privileges upon request of a member..

SECTION 3. Refund. Members that voluntarily terminate their membership shall not be eligible for a refund of dues.

ARTICLE V. REGIONS, DISTRICTS AND SECTIONS

SECTION 1. Regions. The Council shall have six Regions established by the Board. A member may affiliate with more than one Region for the purposes of attending meetings and receiving mailings.

SECTION 2. Districts. The Council shall have three districts. Regions I and II shall comprise the Northern District. Regions III and IV shall comprise the Western District and Regions V and VI shall comprise the Southern District. The members of each district shall elect one director to serve on the IHHC Board.

SECTION 3. Sections. The Board may establish Sections upon petition of five (5) or more members entitled to vote in a product line. Sections which do not maintain at least five (5) members may be eliminated by the Board. Except as provided below, Providers who pay dues in a product/service line (Section) will be entitled to vote for the purpose of electing a director representing the established Section. Sections may not be entitled to elect a Director to the Board in any year in which the Section is already represented by one or more individuals on the Board. .

SECTION 4. Powers and Responsibilities.
A. Region chairs shall be appointed by the IHHC President with recommendation of the corresponding District Director and the Leadership Development and Awards Committee and shall be responsible for calling and presiding at meetings of the Region no fewer than two times annually.
B. The director elected by each Section may call and preside at meetings of the Section. In the absence of an elected Section director, the President may assign a Board member to fill this role.
C. A Section or District may recommend policies and positions to the Board for adoption on behalf of the Council.

ARTICLE VI. MEMBERSHIP MEETINGS

SECTION 1. Annual Meeting. There shall be an annual membership meeting held at such place, day and hour as may be determined by the Board.

SECTION 2. Special Meetings. A special membership meeting may be called at any time by the President or the Board, and shall also be called by the Secretary upon the written request of 25% of the members entitled to vote. Special meetings shall be held at such place, day, and hour as may be designated by the individual(s) calling the meeting.

SECTION 3. Notice. Written or electronic notice stating the place, day and hour of the meeting shall be delivered to each member not less than 30 days before the date of the meeting. In the case of a special meeting, the notice will include the purpose or purposes for which the meeting is called, and shall be delivered not less than ten days before the date of the meeting. The attendance of a member at any meeting shall waive notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.

SECTION 4. Record Date for Voting. The record date for determining members entitled to notice of, or to vote at, any membership meeting, or to make a determination of members for any other proper purpose, shall be the date 45 days immediately preceding the meeting.

SECTION 5. Quorum. Twenty percent of the members entitled to vote, represented by delegates in person, shall constitute a quorum at any membership meeting. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, provided that any action taken (other than adjournment) is approved by a vote greater than or equal to that which would have been necessary had a quorum been present.

SECTION 6. Voting.
A. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of members.
B. Except as provided in Section 5 above, the affirmative vote of a majority of the members present and entitled to vote , shall be the act of the members, unless the vote of a greater number of members is required by law, the Articles of Incorporation, or these Bylaws.
C. The Board may adopt procedures for voting by the membership.

SECTION 7. Proxies. No member may act by proxy on any matter. This shall not affect a member's ability to participate in a mail or electronic ballot.

SECTION 8. Informal Action. The Board may adopt procedures for the voting of the membership without a meeting, provided that in no event shall the number of votes necessary to take action be less than the minimum number of votes that would be necessary to take such action at a meeting.

ARTICLE VII. OFFICERS

SECTION 1. Determination. The officers of the Council shall be President, Vice-President, Secretary, Treasurer, and immediate Past President.

SECTION 2. Qualifications. To hold the position of President, Vice-President or Secretary, a person must hold an executive, administrative or management level position in a Provider Member organization, and must have served on the Board or as a committee chair or Region chair within the previous five years. To hold the office of President, a person must have held the office of Vice-President. To hold the position of Treasurer, a person must have served on the Board or as a committee chair or as a member of the Finance Committee within the previous five years and possess financial academic or experience credentials.

SECTION 3. Multiple Offices. No individual may concurrently hold more than one office.

SECTION 4. Nominations and Election. Nominations and election of officers shall be conducted in accordance with Article XII of these Bylaws.

SECTION 5. Responsibilities. Each elected officer shall be an ex officio voting director of the Board, with all of the rights, responsibilities and duties of any other voting director.
A. President. The President shall serve as the chief policy official for the Council, shall serve as Chair for membership meetings and Board meetings, and shall appoint members and Chairs of Council committees and Region Chairs to the extent permitted by these Bylaws.
B. Vice-President. The Vice-President shall assume the duties of the President in case of the absence or incapacity of the President and shall automatically succeed to the Presidency.
C. Secretary. The Secretary shall oversee the books and records of the Council and shall be responsible for keeping the minutes of membership meetings and Board meetings and delivering proper notice of annual, regular or special membership meetings to the members. The Secretary shall serve as Parliamentarian to the Council. The Secretary may be selected to Chair an ad hoc Bylaws Work Group consisting of no less than three persons whenever such a panel is established by the Board to review and recommend changes to these Bylaws.
D. Treasurer. The Treasurer shall oversee the financial affairs of the Council and shall report on the financial status of the Council to the members at the annual and regular membership meetings and to the Board at each regular Board meeting.
E. Immediate Past President. The immediate Past President shall be available for assistance and counsel to the Board and shall undertake responsibilities as requested by the President.

SECTION 6. Terms. Each officer shall hold office for a term of two years or until a successor is chosen, or until his or her death, resignation or removal. An officer who has served more than half a term is considered to have served a full term in that office.

Vice-President/President – The Vice-President shall automatically succeed to the Presidency. The term in office will be limited to one term as Vice-President followed by one term as President. An officer serving as Vice-President/President may serve no more than five consecutive terms on the Board (including terms served as a director).

Secretary/Treasurer – A person may serve no more than three consecutive terms, except if this person becomes Vice President or President, for a maximum of five consecutive terms.

SECTION 7. Resignation. An officer may resign at any time by giving written notice to the President or Secretary. Such resignation is effective when the notice is delivered unless the notice specifies a future date.

SECTION 8. Removal. An officer may be removed from office for failure to comply with standards which may be prescribed from time to time by the Board, or for any other conduct prejudicial to the best interest and stated policies of the Council. Such action may be taken by a vote of the membership of the Board.

SECTION 9. Vacancies. If an office, other than that of President, shall become vacant or is declared vacant by the Board, such position may be filled by appointment for the remainder of the unexpired term. The appointment shall be recommended by the President and approved by the Board. If the office of President becomes vacant or is declared vacant by the Board, the Vice-President shall become President for the remainder of the unexpired term, and the office of Vice-President shall be declared vacant. If more than 90 days remain in the term of Vice President, a special election shall be held to fill the vacancy..

ARTICLE VIII. DIRECTORS

SECTION 1. Composition. The Board shall consist of the following individuals:
A. One director elected from each District listed in Article V, Section 2, to be elected by the members eligible to vote in each District.
B. One director elected from each Section established in accordance with Article V, Section 3, to be elected by the members eligible to vote in each Section.
C. The elected Council officers, listed in Article VII, Section 5, who shall serve as ex-officio directors entitled to vote.
D. The Executive Director, who shall serve as an ex-officio director without vote, and shall be entitled to attend all Board meetings and discussions with the exception of those meetings or discussions which are held to discuss the Executive Director’s performance.
E. At-large director (s) if established by the Board. At large directors shall be elected by a vote of all members eligible to vote.
F. The immediate Past President of the Council if available.

The term director as used in the Article shall refer to any member of the Board.

SECTION 2. Qualifications. To hold the position of director, a person must be an owner, officer or employee of a member eligible to vote.

SECTION 3. Nominations and Election. Nominations and election of directors shall be conducted in accordance with Article XII of these Bylaws.

SECTION 4. Term. Each director shall hold office for a term of two years and until a successor is chosen, or until his or her death, resignation or removal. No director may serve more than three consecutive terms (including terms served as an officer unless that person becomes Vice President or President). A director who has served more than half a term is considered to have served a full term in that office.

SECTION 5. Resignation. A director may resign at any time by giving written notice to the President or Secretary. Such resignation is effective when the notice is delivered unless the notice specifies a future date.

SECTION 6. Removal. A director may be removed from office for failure to comply with standards which may be prescribed from time to time by the Board, or for any other conduct prejudicial to the best interest and stated policies of the Council. Such action may be taken by a vote of the members entitled to vote and voting.,

SECTION 7. Vacancies. If the position of a director shall become vacant or is declared vacant by the Board, such position may be filled by appointment for the remainder of the unexpired term. The appointment shall be recommended by the President, following consultation with the Leadership Development and Awards Committee, and approved by the Board, which shall ensure to the extent practicable that the individual appointed is a representative of the same Section or District as the vacating director.

ARTICLE IX. BOARD

SECTION 1 . Multiple Positions. No director may concurrently hold more than one position on the Board.

SECTION 2 . Powers. The Board shall be the chief policy-making body of the Council and shall:
A. Establish policy for managing the affairs of the Council;
B. Have charge of the Council's assets and property;
C. Establish policy for the Council and its committees, Sections, Regions, officers, and staff, and issue public statements with respect to Council policy;
D. Perform all other acts and all other functions as may be necessary to further the objectives of the Council in a manner consistent with these Bylaws including the authorization of such relationships with other organizations interested in home care services as may further the objectives of the Council. E. Be responsible for developing, reviewing and revising the strategic plan to ensure that the needs
of IHHC members are met.

SECTION 3 . Regular Meetings. Regular Board meetings shall be held at least four times a year at such place, day and hour as may be determined by the President.

SECTION 4 . Special Meetings. Special Board meetings may be called from time to time by the President, Executive Committee or 33% of the directors then in office.

SECTION 5 . Notice. Written or electronic notice of the meeting date and location shall be delivered to each director not less than one week before the date of the meeting. In the case of a special meeting, the notice will include the purpose or purposes for which the meeting is called, and shall be delivered not less than 48 hours before the date of the meeting. If mailed, notice shall be deemed delivered when deposited in the United States mail, addressed to the director's address as it appears on the Council records, with first-class postage prepaid thereon. The attendance of a director at any meeting shall waive notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. The business to be transacted at, or the purpose of, any regular meeting need not be specified in the notice, or waiver of notice, of such meeting, unless specifically required by law or by these Bylaws. A meeting attended by all directors shall be a valid meeting without notice.

SECTION 6 . Quorum. A majority of directors then in office shall constitute a quorum for the transaction of business.

SECTION 7 . Invitees. Committee Chairs shall be invited to attend all regular Board meetings. The Board may invite any individual to attend any Board meeting. An invitee may be asked to leave the meeting if the Board votes to go into closed session.

SECTION 8 . Voting. The act of a majority of directors present and voting at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

SECTION 9 . Proxies. No director may act by proxy on any matter. This shall not affect a director's ability to participate in a mail ballot.

SECTION 10 . Liability of Directors. A director who is present at a meeting at which action on any Council matter is taken is conclusively presumed to have assented to the action taken unless the director's dissent or abstention is entered in the minutes of the meeting.

SECTION 11 . Conflict of Interest.
The Board shall maintain a comprehensive conflict of interest policy in accordance with all applicable laws and regulations.

SECTION 12 . Executive Committee. The Executive Committee of the Board shall consist of the President, Vice-President, Secretary, Treasurer and immediate Past President, and shall be chaired by the President. Each member of the Executive Committee shall be entitled to exercise one vote in decisions of the committee. The Executive Committee shall exercise all powers of the Board between Board meetings, except that it may not:
A. Adopt a plan for the distribution of the Council's assets, or for the dissolution of the Council;
B. Adopt, amend or repeal these Bylaws or the Articles of Incorporation, nor recommend the same to the membership;
C. Fill vacancies on the Board;
D. Elect, appoint or remove any officer or director;
E. Adopt a plan of merger or consolidation, or authorize the sale of all or substantially all of the Council's property or assets.
The Executive Committee shall keep minutes of its meetings.

ARTICLE X. MANAGEMENT COMPANY

SECTION 1. Hiring and Oversight. The Board shall have the authority to appoint, discharge, and set reimbursement for a management company.

SECTION 2. Responsibilities. As an employee of the management company, the Executive Director shall be assigned to act as Executive Director of the Council and as such shall be the chief administrative officer and registered agent of the Council.

ARTICLE XI. COMMITTEES

SECTION 1. Standing Committees. Standing committees of the Council shall include at least the following:
A. The Finance & Audit Committee shall consist of no less than three persons. It shall review and make recommendations to the Board on all financial matters of the Council, including the determination and collection of dues, the formulation and implementation of the budget, and the retention of an outside auditor. The committee may require such reports from Council officers and staff as may be necessary for carrying out its functions. The Treasurer shall serve as Chair.
B. The Leadership Development and Awards Committee shall consist of no less than three persons. It shall study the leadership requirements of the Council, identify individuals who have the experience and qualities that meet the Council's needs, interview prospective candidates and secure their consent to serve if elected, and present a slate of candidates to the membership in accordance with Article XII. The committee shall solicit nominees and oversee selection of recipient and presentation of Council awards and make recommendations to the Board regarding any additional awards or appropriate member recognition.

SECTION 2. Other Committees. The Board may create such other committees and task forces or work groups as may be necessary to further its objectives. Charges to these committees, work groups and task forces shall be defined and resources allocated to reflect the priorities outlined in the Strategic Plan.

SECTION 3. Appointments. Members of all Council committees, except the Leadership Development and Awards Committee, shall be appointed by the President, unless stipulated otherwise by the Board when the committee is created. The members of the Leadership Development and Awards Committee shall be appointed by the Board.

SECTION 4. President as Invitee. The President shall be an invitee to all committee meetings except the Leadership Development and Awards Committee.

SECTION 5. Vacancies. If a committee position shall become vacant, such position may be filled by appointment of the President for the remainder of the unexpired term.

SECTION 6. Meetings. Each committee shall meet at such place, day and hour as shall be determined by its Chair.

SECTION 7. Quorum. A majority of the members of any committee shall constitute a quorum.

SECTION 8. Voting. Each member of a committee shall be entitled to exercise one vote in the decisions of the committee. The act of a majority of committee members present and voting at a meeting shall be the act of the committee.

SECTION 9. Committees of the Board. The only committee that is considered to be a committee of the Board is the Executive Committee.

ARTICLE XII. ELECTIONS

SECTION 1. Timing. Elections shall be held no more than three months prior to each annual membership meeting. To preserve continuity in Council operations, terms of directors shall be staggered.

A.

SECTION 2. Nominations. The Leadership Development and Awards Committee shall prepare a slate of qualified candidates for each expiring term of officers and directors, after actively soliciting suggestions of qualified individuals from the membership. The Leadership Development and Awards Committee shall submit the slate of candidates to the Board for approval. The Board will then give notice of the proposed slate to the members entitled to vote no less than 45 days before the date of the annual meeting. The slate will be held open for at least 10 days, during which time additional eligible candidates may be added to the slate by petition of delegates of ten members entitled to vote. The Leadership Development and Awards Committee shall ensure that each slated candidate has agreed to accept the responsibilities and duties of the position and meets the requirements of the office or position sought. It shall also request a brief biographical fact sheet from each candidate.

SECTION 3. Method. Candidates for positions having only one nominee and for which no petitions have been received shall be considered elected. Election for other candidates shall take place by mail , e-mail or fax ballot. In the case of a tie, the management company shall use a random method of chance to select the victor. The President or his/her designee will announce the results of the election at the annual meeting. Those elected shall assume their positions on the business day following the last day of the annual conference.

SECTION 4. Challenge of Election. A member eligible to vote who has reason to believe (1) ineligible members have voted, (2) procedures required in these Bylaws for carrying out a fair election were not correctly interpreted or followed, (3) procedures or actions during the election were unauthorized or illegal, or (4) there was gross negligence in conducting the election, and that such violations could have changed the result of the election, may submit a challenge to the election of one or more individuals by submitting to the Council office, in writing, evidence of one or more of the violations listed above, along with evidence that the violation(s) could have changed the result of the election. Such submission may be delivered by any means, including facsimile, but must be received by the Council office no later than the tenth calendar day immediately following the day of announcement of the election results at the Annual Meeting.
The burden of proof shall be upon the member submitting the challenge, and despite a challenge, all individuals elected shall take office and remain in office until a decision on the challenge is reached.
When an election is challenged, an investigation will be made by a specially convened Election Review Committee (ERC) composed of all current and immediate past Section and District Directors who were not slated in the contested election, and the Council's legal counsel or designee who shall serve as Chair. The ERC shall be empowered to investigate all aspects of the challenged election, and shall within 21 days following the date of receipt of the challenge make a report to the Board of its findings and recommendations. Subsequent Board action shall be considered final. The facts of the challenge and the Board's decision shall be communicated to all members eligible to vote.
A Board member whose election is at risk because of the challenge shall be considered to have a conflict of interest and may not vote on the matter.

SECTION 5. Special Election. If more than 90 days remain in the term of Vice President, a special election shall be held to fill the vacancy of Vice President.

The Leadership Development and Awards Committee will identify one to three qualified candidates for the position of Vice-President. The process for a special election may be conducted at any time as needed following the same steps as outlined in Article XII Sections 2, 3 and 4.

ARTICLE XIII. FISCAL AFFAIRS, AUTHORITY AND RECORDS

SECTION 1. Fiscal Year. The fiscal year of this Council shall coincide with the calendar year of Jan. 1-Dec.31.

SECTION 2. Checks and Electronic Payments. All orders for the payment of money or evidence of indebtedness issued in the name of the Council shall be signed by such Council officer or agent as the Board shall determine.

SECTION 3. Deposits. All Council funds shall be deposited to the credit of the Council in such banks or other depositories as the Board may select. An agent of the Board may act on the direction of the Board and in accordance with the investment policy.

SECTION 4. Financial Audit. There shall be an independent audit conducted of the Council's financial records no less than every three years and more often if ordered by the Board.

SECTION 5. Gifts. The Board may accept on behalf of the Council any contribution, gift, bequest or devise for the general, or for any special, Council purpose.

SECTION 6. Contracts. The Board may authorize any officer or agent of the Council in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Council. Such authority may be general or confined to special instances.

SECTION 7. Inspection of Records. All Council records may be inspected by any director or member, upon written request, for any proper purpose at any reasonable time.

ARTICLE XIV. LIABILITY AND INDEMNITY OF BOARD MEMBERS

Section 1. Basic Indemnification. The Council shall have the power and authority to indemnify and hold harmless to the full extent permitted by law any person who is or was a director, officer, employee or agent of the Council or who is or was serving at the request of the Council as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise. In addition, the Council may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Council or who is or was serving at the request of the Council as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against any liability asserted against such person and incurred in any such capacity, or arising out of such person’s status as such.

A. In the event of suits or claims, other than an action brought by or on behalf of the Council, in which one or more current or past officers or directors or employees or committee members of the Council are named as a result of their status as such or decisions or actions taken in good faith and reasonably understood to be within the scope of their authority or employment during their terms as such, the Council shall, directly or through insurance secured for the benefit of such officers and directors, employees and committee members, secure counsel to act on behalf of and provide a defense for such officers, directors, employees, and committee members; pay reasonable defense expenses incurred in advance of full disposition of such case; and indemnify such officers, directors, employees, and committee members with respect to any liability assessed or incurred as result of any such claim, suit or action.

B. The above-stated defense and indemnification of officers, directors, employees, and committee members shall extend to those individuals when serving at the request of the Council as an officer, director, employee or committee member of another entity, but only after indemnification and insurance coverage from such other entity has been exhausted.

ARTICLE XV. DISSOLUTION

Upon the dissolution of the Council, the Board shall, after paying or making provision for the payment of all the liabilities of the Council, dispose of all the assets of the Council to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Council is then located, to such organization or organizations, as said Court shall determine.

ARTICLE XVI. PARLIAMENTARY AUTHORITY

On matters not governed by these Bylaws, the IHHC Board shall follow rules of parliamentary procedure as provided in the most recent edition of Robert’s Rules or Order.

ARTICLE XVII. AMENDMENTS

SECTION 1. Introduction of Amendments. Amendments or revisions to these Bylaws may be introduced to the membership only by the recommendation of the Board, or by a petition delivered to the Secretary signed by the delegates of no less than 15 members entitled to vote. Such petition must be delivered to the Secretary no less than 45 days before the date of a membership meeting or scheduled vote.

SECTION 2. Notice. Written or electronic notice stating the proposed amendments or revisions to these Bylaws shall be delivered to each member entitled to vote not less than ten days before the date of the meeting or scheduled vote. If mailed, notice shall be deemed delivered when deposited in the United States mail, addressed to the member's address as it appears on the Council records, with first-class postage prepaid thereon.

SECTION 3. Voting. These Bylaws may be amended, revised or repealed at any duly called annual or special membership meeting by a vote of the majority of those members present, provided there is a quorum. These Bylaws may be amended without a meeting by a vote of the membership in writing, electronically or otherwise. Twenty percent of the membership eligible to vote must vote on the question of the amendment to the Bylaws.

Approved by the Members on April 12, 1994.
Amendments approved by the Members on July 12, 1994.
Amendments approved by the Members on November 2002
Amendments approved by the Members on September 11, 2003
Amendments approved by the Members on April 1, 2008
Amendments approved by the Members on June 5, 2009
Amendments approved by the Members on March 12, 2010
Amendments approved by the Members on March 18, 2012
Amendments approved by the Members on May 1, 2013.