The name of the Chapter is the Illinois Chapter of the College and University Professional Association for Human Resources (CUPA-HR), herein referred to as the “Chapter.”

The Chapter is affiliated with the College and University Professional Association for Human Resources.

Section I: General

This Chapter is organized as a not for profit entity exclusively for charitable and educational purposes within the meaning of section 501(c)(3) and 170(c)(B) of the Internal Revenue of 1954 or corresponding sections of any future federal tax code.

Section II: Specific

This Chapter is organized to promote closer cooperation between institutions of higher education in the State of Illinois toward the advancement of personnel and human resource administration. Specific purposes are as follows:

1. To promote professionalism in the field of personnel and human resource administration.
   
   
2. To provide conferences, seminars, workshops and other staff development opportunities for the exchange of concepts and programs in personnel and human resource administration.
   
   
3. To foster increased unity and cooperation between all institutions of higher education in the state.
   
   
4. To facilitate research and an exchange of ideas in personnel and human resources administration.
   
   
5. To support the objectives of the national and regional levels of the organization.

Section 1: Eligibility

Any chartered institution of higher education or division thereof in the State of Illinois is eligible for institutional membership. Where a multi-campus situation exists, each organized campus will be considered a separate institution for purposes of membership. Any person who has personnel and human resource administration responsibility in a member institution is eligible for a voting membership. Membership dues shall be established by a simple majority of the voting membership present at the annual meeting.

Section 2: Subscribing Membership

Individuals or organizations that are not eligible for membership as outlined in Section 1 but which are attuned to the needs and purposes of higher education personnel professionals may become subscribing members. Subscribing members are not eligible to hold elected office or have voting privileges.

Section 1: Officers

Officers of the Chapter are: Past Chair, Chair, Chair-Elect, Secretary, Treasurer, and Membership Coordinator. These positions constitute the Executive Committee of the Illinois Chapter of the College and University Personnel Association. All officers must be an employee of a post-secondary educational institution in Illinois. The employing institution of the Chair must be a member of the national College and University Personnel Association.

Section 2: Term of Office and Tenure

Terms of office of the Past Chair, the Chair, the Chair-Elect, and the Membership Coordinator shall begin on July 1 following from the date of election at an annual meeting and shall continue until the following June 30th. The Chapter Chair automatically succeeds to the office of Past Chair in the year following tenure as Chair. The Chair-Elect shall succeed to the office of Chair in the year following tenure as Chair-Elect.

The Treasurer and the Secretary shall serve two-year terms, commencing on July 1 and terminating June 30, two years hence. Members may be re-elected to a second term in these positions. These positions will be filled in alternating years.

Section 3: Duties

The Past Chair serves as a resource and a base for continuity and chairs the Nominating Committee and the Awards Committee.

The Chair is responsible for carrying out the objectives and purposes of the Chapter, for the conduct of the Chapter’s business, and for coordinating the programmatic functions of the Chapter.

The Chair-Elect shall serve in the absence of the Chair and carry out duties assigned by the Chair.

The Secretary shall record minutes of the meetings and ensure that members are notified of time, date and place of meetings, and distribution of agenda materials.

The Treasurer shall receive and deposit collections, pay the debts and expenses of the organization, and maintain proper financial records.

The Membership Coordinator shall develop and, with Board approval, implement plans to recruit new members, maintain the membership records of the organization, and solicit the payment of annual dues from member organizations.

Section 4: Elections

An election will be held during a regular meeting in any year when a term of office expires. The Nominating Committee will recommend a slate of candidates to the membership. Elections will be by a simple majority of the votes cast.

Section 5: Committees

Executive Committee and Subcommittees

The Executive Committee will consist of the officers of the Chapter.

The Executive Committee shall be responsible for carrying out the objectives and purposes of these Bylaws and shall be responsible for the conduct of the business of the Chapter during the fiscal year in which the terms of office of the Board members are effective.

A majority vote of the Executive Committee members present at a properly called meeting is sufficient to carry any issue before the Executive Committee.

The membership of the Nominating Committee shall consist of the Past Chair and two additional members appointed by the Chair. The Past Chair will chair the committee. The responsibility of the Nominating Committee will be to develop and recommend a slate of candidates to the Executive Committee for open officer positions.

The membership of the Awards Committee shall consist of the Past Chair and two additional members appointed by the Chair. The Past Chair will chair the committee. The responsibility of the Awards Committee will be to submit nominations to the Regional Awards Committee for the Midwestern Region’s Outstanding Chapter Member Award and to determine and recommend other appropriate member recognition.

The Chair, with the concurrence of the Executive Committee, may appoint other committees as needed to carry out the business of the Chapter.

Section 6: Vacancies

In the event of a vacancy in any office, the Executive Committee shall make an interim appointment, which shall be for the length of the former incumbent’s term of office. The Chair-Elect will serve in the absence of the Chair.

The Chapter will meet at least twice annually and other times as appropriate, at a time and place designated by the Chair. The Chair shall designate the annual meeting in the fall of each year. A majority vote of members present at a properly called meeting is sufficient to carry any issue before the Chapter.

The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations when not in conflict with these Bylaws.

Any person who has personnel and human resource administration responsibility in a member institution, as defined in Article IV, Section 1, is eligible for a voting membership. Voting decisions shall be established by a simple majority of the voting membership present at the meeting.

The Chapter may indemnify any person who 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 (other than an action by or in the right of the Chapter) by reason of the fact that he or she is or was an officer or agent of the Chapter, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Upon dissolution of the Chapter, the Executive Committee shall, after paying or making provision for the payment of liabilities of the Chapter, dispose of all the assets of the Chapter exclusively for the purposes of the Chapter 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 organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Executive Committee shall determine.

Any provision of these Bylaws may be amended by two-thirds majority vote of members present at a regular meeting of the Chapter.

These by-laws are adopted and ratified by a two-third-majority vote of persons present at a regular meeting on the 10th day of April 1988.

April 7, 1988

July 19, 1988

November 16, 1996