(As Amended August 2009)
ARTICLE I -- Name, Purpose, Powers, Offices
Section 1. Name. The name of the Corporation is EMPLOYEE RELOCATION COUNCIL, INC. also known as Worldwide ERC®
Section 2. Purpose. The mission of Employee Relocation Council (ERC®) is to provide leadership, advocacy, education and networking to global workforce mobility professionals and stakeholders through specialized training, credentialing, meeting events and information exchange. Organizational objectives which will be pursued to accomplish the mission include:
- Education and Research – Become the objective worldwide knowledge resource on global workforce mobility for ERC®'s stakeholders.
- Government Relations – Analyze, study, communicate about, educate on, generate support around, develop responses to, and where necessary, advocate governmental issues affecting the global workforce mobility industry, in a strategic, coordinated, and effective manner.
- Globalization – Proactively expand ERC®'s strategy for becoming a global organization and the primary resource for individuals and organizations involved with global workforce mobility issues.
- Community – Expand, recognize, support, and promote ERC®'s worldwide network of members and stakeholders, and enhance ERC®'s brand as an educated, informed, engaged workforce mobility community of professionals.
- Organizational Excellence – Ensure that ERC®'s governance, infrastructure, financial and staffing resources are aligned with the strategic plan and contribute to ERC's financial growth and stability.
The purpose of the Corporation as stated in its original Articles of Incorporation, are as follows:
To study, evaluate and communicate information on practices and procedures in relocation of employees who are transferred to different geographic locations so that the transfer may be accomplished with maximum efficiency and minimum disruption to the employee, the family, and the employer, and generally to carry out activities in furtherance of such purposes as are consistent with the public interest.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons.
Section 3. Powers. In furtherance of the stated purposes of the Corporation, but not in limitation thereof, the Corporation shall have power:
(a) to study and disseminate information concerning the economic and social problems encountered by relocated employees, their families, and their employers, and to make available such educational materials and publications as may assist in the solution of such problems;
(b) to cooperate with governmental subdivisions, agencies, committees and other bodies in resolving the economic and social problems of relocated employees, their families, and their employers;
(c) to cooperate with representatives of the business community in isolating and clarifying the economic and social problems encountered by relocated employees, their families, and their employers and in developing and proposing solutions to such problems; and
(d) to engage in any lawful activities which will assist or any way contribute to the resolution of the problems of relocated employees, their families, and their employers.
The Corporation also has such powers as are now or may hereafter be granted by the General Not for Profit Corporation Act of the State of Illinois.
Section 4. Offices. The Corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent, and may have such other offices within or without the state of Illinois as the Board of Directors may from time to time determine.
ARTICLE II -- Membership
Section 1. Membership. There shall be two categories of membership: Individual Membership and Company Membership, each with the rights and obligations specified below, and as may be from time to time further specified by the Board of Directors.
- Individual membership (PERC™) is available to individuals who are directly or indirectly employed in employee mobility related positions, or who otherwise have an interest in employee mobility or managed moves. Individual memberships are given the PERC™ membership status, and shall have rights and obligations, and be eligible for services based upon their current employer and position.
- Company membership is available to any organization that is interested or involved in employee mobility or managed moves. There shall be two types of entity members, each with different rights and obligations: Corporate/Government Company Members and Service Provider Company Members.
- Corporate/Government Company Membership is available to organizations that, in the course of their business provide relocation assistance to their employees. It shall also include federal, state, or local governments and governmental agencies, including the military branches of the United States.
Each Corporate/Government Member shall designate a Member Administrator, who will be given the PERC™, membership status and will receive communications and exercise the rights and privileges of the Corporate/Government Member. The Member Administrator must not be employed in the marketing or operational aspects of relocation services for external customers.
Corporate/Government Members shall also include those Corporate/Government Members that have fully outsourced their employee relocation function to an outside provider.
Corporate/Government Members that fully outsource their employee relocation functions to an outside provider may sponsor an outsourced member representative for their organization. The outsourced member representative must have an ERC® Individual Membership (PERC™ status) and attest that he/she administers the sponsoring Corporate/Government Members relocation program.
Service Provider Membership is available to all other eligible firms, associations, and companies. Every Service Provider Member shall designate a Member Administrator, who will be given the PERC™ membership status, and will receive communications and exercise the rights and privileges of the Service Provider Member.
Section 4. Certification. Each new Member Administrator for an Corporate/Government Member shall include a signed certification that the proposed Corporate/Government Member meets all eligibility requirements as previously described; and that the Member is responsible for developing and administering the Corporate/Government Member's internal relocation policy as it relates to the transfer of the Corporate/Government Member's employees and is not commercially involved in the marketing or operations aspect of any relocation product or service. Once certification is on file, recertification may be requested as deemed appropriate by the Board of Directors.
The Secretary-Treasurer reserves the right to evaluate any documentation requested to substantiate compliance with eligibility requirements under any category of ERC® membership.
ARTICLE III -- Membership Rights & Privileges
Section 1. Admission to Membership. Applications for membership shall be made in writing and forwarded to the Secretary. All applicants applying for services on the basis of employment with an Corporate/Government Member, or as a Member Administrator for an Corporate/Government Member shall be referred by the Secretary to the next meeting of the Board of Directors, for approval or for rejection based on the applicant's ability to meet the qualifications and other eligibility criteria prescribed by these Bylaws.
Section 2. Membership Rights and Limitations. The services to be provided to each Category of membership shall be determined by the Board of Directors. All publications and other membership services made available to member organizations shall be used exclusively within the member organization. Attendance and/or participation at any meeting or conference may be limited at the discretion of the Board of Directors.
Violation of this section of the Bylaws may result in termination or suspension of membership in the organization. The termination procedures described in Article III, Section 4 of these Bylaws shall apply.
In the event individuals or organizations admitted to membership as Corporate/Government Members, or based upon employment with Corporate/Government Members, experience a subsequent change in their functional responsibilities or business operations, the organization and/or the individual member shall be responsible for notifying the Board of Directors of this fact and either voluntarily terminate their membership or request reclassification, as desired or appropriate. Failure to voluntarily terminate or request reclassification of membership shall cause the Board of Directors to act in accordance to the procedure described in Article III, Section 4 (b) of these Bylaws.
Section 3. Members in Good Standing. A Member shall be deemed to be in good standing if it has paid all dues owed by it and it continues to meet the qualifications for membership. A Member shall be deemed to have paid all dues if not more than sixty (60) days have elapsed between the date the determination is made and the date of mailing of any unpaid statement of dues.
Section 4. Suspension and Termination of Membership.
a. Termination through resignation -- any Member may voluntarily terminate its membership by filing a written resignation with the Secretary at least thirty (30) days prior to the date the resignation is to become effective;
b. Termination through ineligibility -- any Member which, after appropriate hearing, is determined by a majority vote of all voting Members of the Board of Directors to no longer meet the qualifications for membership in general or within their membership category on record shall be terminated as a Member;
c. Termination for Cause -- any Member which engages in activities detrimental to the Corporation may be terminated as a Member after appropriate hearing and an affirmative vote of not less than three-fourths of all voting Members of the Board of Directors.
d. Suspension -- any Member failing to satisfy any financial obligation to ERC® within ninety (90) days of the invoice date shall have its membership, including all rights and privileges thereof, automatically suspended until such obligation is satisfied.
The Secretary shall promptly advise each Member whose membership has been suspended of such suspension.
Upon suspension of membership, the right of the suspended Member to vote, if applicable, and all other rights, privileges and interest of such Member in the corporation shall cease until the suspension is removed.
The Secretary shall promptly advise each Member whose membership has been terminated of such termination. Termination of membership shall not relieve the terminated Member of liability for unpaid dues or other charges accrued prior to the effective date of such termination. Upon termination of membership, for any reason, the right of the terminated Member to vote (if applicable) and all other rights, privileges and interests of such Member in the Corporation shall cease.
Section 5. Reinstatement of Membership. Upon written request signed by a former Member and filed with the Secretary, the Board of Directors by the affirmative vote of two-thirds of all the voting Members of the Board may reinstate such former Member to membership upon such terms as the Board of Directors may deem appropriate.
ARTICLE IV -- Meetings of Members
Section 1. Voting Rights. Each Corporate/Government Member shall be entitled to one vote on each matter submitted to the membership, such vote to be cast by the first designated Member Administrator or a duly designated proxy.
Section 2. Annual Meeting. An Annual Meeting of the Corporation shall be held at such time and place as the Board of Directors shall determine, for the purpose of electing Directors, and conducting such other business as may be appropriate.
Section 3. Special Meeting. Special meetings of the Corporation may be called by the Board of Directors or by not less than forty (40) percent of the Corporate/Government Members.
Section 4. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any meeting of the Corporation. If no designation is made or if a special meeting be called otherwise than by the Board of Directors, the time and place of meeting shall be specified in the notice or waiver of notice of such meeting.
Section 5. Notice of Meeting. Notice stating the place, day, and time of any meeting of the Corporation shall be sent, by mail, or other method of member communication, to the Member Administrator, who must be a PERC™, of an Corporate/Government Member no less than seven (7) days before the date of such meeting, by or at the direction of the Board, Secretary or the persons calling the meeting. In case of special meetings, or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice.
Section 6. Quorum. Representatives of one hundred (100) Corporate/Government Members present in person or by proxy shall constitute a quorum. If a quorum is not present at any meeting of Members, a majority of the Corporate/Government Member Administrators present may adjourn the meeting from time to time without further notice.
Section 7. Proxies. Members entitled to vote may vote at any meeting by their Member Administrator or a duly designated proxy. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided by law.
Section 8. Action by Member. Action at a quorum meeting shall require the affirmative vote of a majority of the Corporate/Government Member Administrator's present in person or by proxy, except where otherwise provided by law or by these Bylaws.
Section 9. Voting by Mail or Telecommunication. When it is inexpedient to call a meeting of Members, a vote by mail or via electronic telecommunication on any question on which an expression is deemed necessary may be taken by the President or Secretary-Treasurer with the approval of four (4) other Directors. Action shall require the affirmative vote of a majority of all Corporate/Government Member Administrator's. Notice of the result shall be given to all Member Representatives within thirty (30) days of completion of the vote.
ARTICLE V -- Board of Directors
Section 1. Elected Members. The affairs of the corporation shall be managed by a Board of Directors, which shall consist of not less than nine (9) nor more than twenty-one (21) PERC™s employed by Corporate/Government Members, in good standing, in addition to the Chairman of the Board (the immediate past President), and the current President. Any change to the number of Directors from year to year shall be determined by vote of the Board of Directors at least sixty (60) days before the Annual Meeting of Members. Approximately one-third (1/3) of the Directors shall be elected each year for the three year term according to the procedures outlined in Article V, Sections Three and Four, and Directors shall serve until their successors are elected and assume office.
Section 2. Appointed and Ex officio Board Members.
a. The Board of Directors may add ex officio members as it deems necessary and appropriate to represent the membership. However, the number of members of the Board (including appointed Directors, as well as elected Directors) shall not exceed the maximum number set forth in Section 1 above; the number of ex officio members shall not be included in that count. Ex Officio Board members may not vote nor hold office, unless otherwise specified in these Bylaws. The Board may decrease, or eliminate, such members if, in its best judgment, such an action would best serve the representation of the membership.
b. The Board may elect members from among the PERC™s employed by Service Provider Members ("appointed Directors") to serve on the Board of Directors. Appointed Directors shall be elected by the Board according to such procedures as it may from time to time adopt. They shall have the right to vote on all issues, and they shall be eligible to hold office as an Officer of the Corporation. Appointed Directors shall serve for a three-year term and shall be ineligible for reappointment to the Board of Directors for one full year after the expiration of their term. Their terms shall be staggered, to the extent feasible.
Section 3. Nominations and Voting Procedures. The Nominating Committee shall nominate, according to the procedures it may from time to time adopt, no more than one candidate for each vacancy on the Board of Directors, and no more than one candidate for each vacancy among the Appointed Directors. The names of the prospective nominees for the Appointed Directors shall be sent to the Board of Directors at least thirty (30) days prior to the date of the Annual Meeting. The names of the prospective nominees for elected Directors shall be sent by the Chief Executive Officer to eligible voting Members (by mail or other method of member communication including electronic methods) at least thirty (30) days prior to the date of the Annual Meeting.
Additional nominations for Elected Directors may be made by members by a written petition addressed to the Secretary-Treasurer and sponsored by at least five (5) percent of eligible voting Corporate/Government members. Such petitions must be received by the Secretary-Treasurer at least twenty-one (21) days prior to the Annual Meeting.
If there are no additional nominations for Elected Directors made by written petition and there is no more than one nominee for each vacancy, the Secretary-Treasurer shall report that fact to the Chairman of the Board. The Chairman shall then direct the Secretary-Treasurer to cast a unanimous ballot.
If there is more than one nominee for each Elected Director vacancy the Secretary-Treasurer, at least ten (10) days prior to the Annual Meeting, shall submit a written ballot (by mail or other method of member communication including electronic methods), listing all candidates, to eligible voting Members. Members will have until five (5) days prior to the Annual Meeting to return the written ballots to the Secretary-Treasurer who will be responsible for tallying the votes and reporting the results to the membership. In the event of a tie, the Board of Directors shall elect one or more of the involved candidates, as appropriate, to fill the Directorship in question.
Section 4. Special Election. In the event that an elected director resigns from or otherwise vacates his/her seat on the Board of Directors after the above described nomination and election process, but prior to the Annual Meeting, an election for any vacant seat(s) will be conducted at the Annual Meeting. Should a director resign or otherwise vacate his/her seat after the Annual Meeting the procedures described in Article V, Section 8 of these Bylaws will be observed.
Section 5. Qualifications.
(a.) To be eligible as an Elected or Appointed Director; an individual must be a Member in good standing. An Elected Director retiring from the Board at the expiration of a three-year term or from an ex officio membership, shall not be eligible for reelection or reappointment as a Director until the Annual Meeting of the year following the year in which he or she retired from the Board.
(b.) Any Board member, elected or ex officio (including the Chairman of the Board), duly elected or appointed, shall be eligible to finish the term to which he or she was elected or appointed, regardless of any subsequent change in employer or employment status. Such members shall continue to be eligible for election to office during that term, to the extent otherwise provided in these Bylaws. However, this subsection (b.) shall not apply to a Board member in the event that the continuation of that member's term would create a situation where one organization would be simultaneously represented by two members of the Board.
Section 6. Limitation. No Director shall be elected or appointed to the Board where such election or appointment (including appointment or election to fill an unexpired term) would result in two individuals employed by one organization concurrently serving on the Board of Directors.
Section 7. Resignation. Any Director at any time may resign by giving written notice of such resignation to the Secretary of the Corporation. Such resignation shall be effective as of the date specified therein; and if no date is specified, the resignation shall be effective upon receipt by the Secretary.
Section 8. Vacancies. In the event a vacancy in the Board of Directors occurs as a result of death, disability, or resignation of a Director, such a vacancy may be filled by the Board of Directors, who may elect a Director to serve until the next election at which time the members of the Corporation shall elect a Director to serve for the unexpired term of his/her predecessor in office. In the event a vacancy occurs as a result of an increase in the number of elected Directors, such vacancy shall be filled by vote of the Board of Directors at any meeting, who shall elect such additional Director or Directors to serve for the terms of one to three years, as the Board of Directors may determine necessary to insure that approximately one-third of the terms of all elected Directors expire each year.
Section 9. Annual Meetings. The Annual Meeting of the Board of Directors shall be held with fifteen (15) days notice, not more than twenty-one (21) days prior to the Annual Meeting and the Board may schedule such other meetings it may deem necessary or desirable with fifteen (15) days notice.
Section 10. Special Meetings. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional meetings of the Board without other notice than such resolution. In addition, meetings of the Board of Directors may be called by or at the request of the President or any eight (8) of the Directors, in which case notice covering the time and place of such meeting shall be given at least five (5) days in advance thereof by written notice delivered by mail, telegram, electronic communication, fax, or in person to each Director.
Section 11. Quorum. One-third (1/3) of all voting Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, any lesser number may adjourn the meeting from time to time without further notice.
Section 12. Action by Directors. The act of a majority of the voting Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or these Bylaws.
Section 13. Compensation. Directors as such shall not receive any stated salaries for their services; but, by resolution of the Board, expenses of attendance or some portion thereof, may be allowed, provided, however, that nothing contained herein shall be construed as preventing a Director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 14. Indemnification of Directors and Officers. The Corporation shall indemnify any and all of its Directors or officers, or former Directors or officers, employees, agents, and consultants against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been Directors or officers, or a Director or officer, or employees, agents, and consultants, of the Corporation, except in relation to matters as to which any such Director or officer or former Director or officer (or employee, agent, or consultant) shall be adjudged in such action, suit, or proceeding to be liable for neglect or misconduct in the performance of duties. Such indemnification shall not be deemed exclusive to any other rights to which those indemnified may be otherwise entitled.
ARTICLE VI -- Officers
Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, and a Secretary-Treasurer. No two offices may be held at the same time by the same person.
Section 2. Chairman of the Board. In addition to the officers, there shall be a Chairman of the Board of Directors, who shall be the immediate Past President and who shall continue as a Director ex officio during his or her term as Chairman of the Board. He or she shall preside at all meetings of the Board of Directors. If the immediate Past President is unable to serve, the Board of Directors shall elect one of its Members whose current term is expiring to serve as Chairman. The Chairman of the Board shall be entitled to vote only in the event of a tie vote of the other eligible voting Directors.
Section 3. Election and Term of Office. The Officers of the Corporation shall be elected by the Board of Directors either by mail ballot prior to, or at the Annual Meeting of the Board. Nominees are to be selected from the Directors (not including the ex officio Directors). The Nominating Committee shall nominate at least one candidate for each office and shall conduct the election in the event of a mail ballot. If a mail ballot is not used, the election will be conducted at the Annual Meeting of the Board. Additional nominations may be made from the floor of the Annual Meeting of the Board if this alternative method is used. No Director shall be elected to an office, other than the office of President, if his or her term as an elected Director would expire prior to the expiration of such office. Vacancies may be filled at any meeting of the Board. Each Officer shall be elected for a term of one (1) year and shall hold office until his or her successor is duly elected and qualified. The provisions of Article V, Section 5 (b.) shall apply to the term of the Officers.
Section 4. Removal. Any officer may be removed by a two-thirds vote of the Board of Directors whenever in their judgment the best interest of the Corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer involved.
Section 5. President. The President shall be the principal executive officer of the Corporation and shall in general supervise the business and affairs of the Corporation. He or she shall preside at all meetings of the Members. He or she shall be a Director, ex officio with full voting rights and privileges. The President may sign, with the Secretary or any other proper officer of the Corporation, any contracts, leases or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute, to some other officer or agent of the Corporation, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of the President and be subject to the same restrictions. The Vice President shall perform such other duties as shall from time to time be assigned by the President of the Board of Directors.
Section 7. Secretary-Treasurer. The Secretary-Treasurer shall oversee the Corporation's funds and records. As Treasurer, he or she shall review the collection of all member dues and assessments, shall oversee established proper accounting procedures for the handling of the Corporation's funds, and shall be responsible for oversight of the keeping of the funds in such banks, trust companies and/or investments as are approved by the Board of Directors. He or she shall report on the financial condition of the Corporation at all meetings of the Board of Directors and at other times when called upon by the President. At the expiration of his or her term of office, he or she shall deliver over to his successor all books, moneys and other property in his/her charge, or, in the absence of a successor, he or she shall deliver such properties to the President.
As Secretary of the Corporation, he or she shall be responsible for the oversight of the proper and legal mailing of notices to Members; shall be custodian of the seal of the Corporation; shall see that accurate records are kept on all Members; and shall in general perform all duties incident to the office of Secretary.
Section 8. Bonds. The Secretary-Treasurer, or any other person entrusted with the handling of funds or property of the Corporation shall, if required by the Board of Directors, furnish at the expense of the Corporation, a bond approved by the Board, in such sum and with such surety or sureties as the Board shall prescribe.
ARTICLE VII -- Chief Executive Officer
Section 1. There shall be a Chief Executive Officer who shall be appointed by the Board of Directors. He/she shall perform such duties as may be assigned to him/her by the Board of Directors, the Executive Committee, or the President. He/she shall have full responsibility for selection and supervision of the staff, shall define duties of the staff, and shall fix their compensation within budgetary limitations.
ARTICLE VIII -- Fiscal and Elective Year
Section 1. The elective year of the Corporation shall be from January 1 through December 31 inclusive. The fiscal year of the Corporation shall be determined from time to time by the Board of Directors.
ARTICLE IX -- Committees
Section 1. Appointment. The President may appoint individuals from all Member categories to committees, except those the appointment of which is otherwise provided for in these Bylaws, and designate the chairmen. No committees shall act on behalf of the Board of Directors unless specifically authorized to do so. Any Member of any committee may be removed by the President whenever in the judgment of the President the best interests of the Corporation shall be served by such removal.
Section 2. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 3. Executive Committee. There shall be an Executive Committee consisting of the elected officers. The Executive Committee shall conduct the affairs of the Corporation under the chairmanship of the President in accordance with the policies of the Board of Directors and may exercise the authority of the Board in all matters by it delegated to the Committee. The Executive Committee may act in the place of the Board when the Board is not in session, and shall notify the Board of its actions at the next Board meeting, or sooner if it deems such notice necessary.
Section 4. Nominating Committee. There shall be a Nominating Committee consisting of five (5) Members. One Member who shall be Co-chairman shall be the immediate past Chairman of the Board or, if that person is unable to serve, a past officer of the Corporation appointed by the President. One Member who shall also be Co-chairman shall be the then current Chairman of the Board of Directors. The President shall appoint the three (3) additional Members: one Member shall be a former Director; one Member shall be a current Director whose term will be expiring at the end of the calendar year; and one other Member from any membership category whose employer is not represented on the Board.
ARTICLE X -- Dues
Section 1. Annual Dues. Dues shall be established by vote of a majority of the Board of Directors.
ARTICLE XI -- Accounting
Section 1. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving all the names and addresses of all its Members and their Representatives.
ARTICLE XII -- Contracts, Checks, Deposits and Funds
Section 1. 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 Bylaws, to enter into any contract 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 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. 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 select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Corporation.
ARTICLE XIII -- Seal
Section 1. The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Illinois."
ARTICLE XIV -- Waiver of Notice
Section 1. Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois, or under the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notices, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XV -- Amendments to Bylaws
Section 1. Procedure. These Bylaws may be altered, amended, repealed, and new Bylaws may be adopted by a majority of the entire voting membership of the Board of Directors at any meeting of the Board, provided that at least seven (7) days written notice is given of intention to alter, amend, repeal, or to adopt new Bylaws at such meeting.
Section 2. Notice. When any amendments of the Bylaws have been made, copies of said amendments, or a complete revised copy of the Bylaws as amended, shall be communicated by mail or made available electronically (including email or over the Internet) within sixty (60) days to each Member Representative and individual Member.