The name of the organization shall be the Illinois Chapter of the National Employment Lawyers Association a/k/a NELA-Illinois or NELA-IL (f/k/a NELA/Illinois) and incorporated pursuant to the General Not For Profit Corporation Act (805 ILCS 105/101.1 et seq.) (“the Act”) as an Illinois not-for-profit corporation under the name “Illinois NELA.”

NELA-Illinois’s purpose is to promote the interests of employees and the lawyers who represent them. The purpose for which the Corporation is organized is exclusively within the meaning of Section 501(c)(6) of the Internal Revenue Code.

(a) Regular Members: Any member of the bar in good standing of any jurisdiction in the United States of America who can truthfully certify that more than 50% of the member's employment-related legal representation is on behalf of employees may be a Regular Member. If the National Employment Lawyers Association increases the percentage of employment-related representation its members must certify as performing on behalf of employees, then the percentage required by NELA-Illinois shall automatically increase to be consistent with the National Employers Lawyers Association and members of NELA-Illinois will be notified of any such increase in a timely fashion. Only Regular Members or members treated as such who are in good standing may vote or have rights of “members” under the Act.

(b) Government, Not-for-Profit, or Academic Members: Attorneys who work for a government agency, not-for-profit, or academic institution who meet the requirements for a Regular Member or whose employment-related scholarship is on behalf of employees. Such members shall be treated as Regular Members for purposes of these by-laws.

(c) Paraprofessional Members: Any non-attorney (paralegal, legal assistant, etc.) who can truthfully certify that a majority of work on employment-related legal representation is for an attorney who is a Regular Member or a member treated as such under these by-laws.

(d) Ally Members: Any individual (attorney or non-attorney) who performs work for a not-for-profit or other advocacy organization whose purpose is to advance employee rights or other purposes as deemed by the Board to be consistent with the purpose of NELA-Illinois as set forth in Article II.

(e) Retired Members: Any retired individual whose most recent employment, met the criteria for membership as set forth in (a) and (b) above or who was a member in good standing at the time of retirement and is not otherwise ineligible for membership.

(f) Law Student Members: Any individual who can truthfully certify that the individual is a current law school student in good standing in an accredited law school in the United States of America and who can truthfully certify that not working for or seeking to work for a lawyer or a law firm whose employment-related legal representation is more than 50% on behalf of employers.

The Board shall establish dues for each class of membership and shall determine the appropriate class of membership, if any, for each applicant or member. Only members who have paid dues specified by the Board or who have received a dues waiver from the Board are considered to be members in good standing.

The Board may offer discounted dues to members who are reciprocal members (i.e., members in good standing of NELA or any other NELA state or local affiliate).

The Board may offer membership options whereby members receive special recognition or benefits for paying increased dues (e.g., “Advocate” members or “Contributing” members), the denial of which shall be subject to the appeal rights set forth in Section 4.

The Board may choose to limit members’ access to certain benefits or privileges of membership by groups or individually, subject to the appeal rights set forth in Section 4.

Pursuant to Section 4, NELA-Illinois may expel, suspend, or censure any member, or suspend any benefit of membership for any duration for failure to meet membership requirements or failure to comply with the policies and practices of NELA-Illinois.

Upon being made aware of any alleged failure to meet membership requirements or failure to comply with the policies and practices of NELA-Illinois, including but not limited to the Listerv Acceptable Use Policy, the Board will determine in its sole discretion whether further action is necessary.

If the Board determines that further action is necessary, the Board will refer the matter to the Executive Committee for investigation and evaluation. The Executive Committee will then independently determine what level of remedial action, if any, is necessary.

Remedial actions the Executive Committee may take could include, but are not limited to:

The Executive Committee shall consider NELA-Illinois’ past practice and/or the repeated nature of an alleged failure to meet membership requirements or to comply with the policies and practices of NELA-Illinois (by a specific member or members generally) in determining what remedial action is appropriate.

Neither the Executive Committee nor the Board shall be obligated to engage in progressive discipline.

Any member who has been notified of suspension or removal from membership and/or has had any benefit of membership suspended or denied for any duration shall have the right to appeal the Executive Committee’s decision to the full Board by notifying the President of NELA-Illinois, within 10 business days of receipt of such notification, of the appeal to the decision of the panel and a written explanation for the reasons for the appeal.

A 75% quorum of the Board is required to hear any member’s appeal. The Board shall approve or deny the appeal by a simple majority of 51% of those Board Members hearing the appeal.

The Board shall notify the member of the final decision within 10 business days of receipt of the appeal. The Board’s decision shall be final.

The affairs of the Corporation shall be managed by its Board of Directors (“the Board”). The Board shall control and formulate policies of NELA-Illinois and direct its affairs though NELA-Illinois’s officers and committees. The Board shall do all things necessary and proper to accomplish the purposes of NELA-Illinois and may delegate any of its functions to any officers, Board members, or committee members.

The Board shall consist of between ten and fifteen Board Members, but may operate without dissolution with the minimum number of members permitted by the Act.

At any time, the Board by majority vote may increase or decrease the size of the Board, except that no reduction in the size of the Board may deprive a sitting Board member of the sitting Board member's seat on the Board.

These revised Articles acknowledge that in past versions, two of the founders of NELA-Illinois, Penny Nathan Kahan and Michael Leech, each held a thirty-year Founding Member Board term which began on June 30, 2001 and would have expired on June 30, 2031. Penny Nathan Kahan’s Founding Member term ended with her passing in 2017. Michael Leech agreed to surrender his Founding Member status in conjunction with adoption of the December 2020 amendments to these Articles on condition only Penny Nathan Kahan and Michael Leech shall be identified as Founding Members of NELA-Illinois. By adopting these revised Articles, the Board agreed to do so, but expresses appreciation for every past and present member, Board Member, and Officer of NELA-Illinois.

Board Members shall serve for a term of three years and be divided by lot into three classes as follows:

 

Class A: Class A shall consist of Board members whose terms shall expire December 31, 2020, and every three-years thereafter.

 

Class B: Class B shall consist of Board members whose terms shall expire December 31, 2021, and every three-years thereafter.

 

Class C: Class C shall consist of Board members whose terms shall expire December 31, 2022, and every three-years thereafter.

 

Should a Board Member from Class A, B, or C be unable or unwilling to serve, or otherwise cease to act as a Board member before the end of the Board member's term, a replacement shall be found in accordance with Section 2.E.

To serve on the Board an individual must be a member in good standing and, for any Regular Member or member treated as such, must be able truthfully certify that more than 65% of the member's employment-related legal representation or scholarship is on behalf of employees.

Paraprofessional, Ally, Retired and/or Law Student members may serve on the Board by appointment of the Board, provided membership of the Board does not consist of more than 4 members who are not Regular Members or members treated as such under these by-laws.

Each year sufficiently in advance of that year’s December 31st expiration of Board terms, the President shall announce to the membership the number of Board vacancies to be filled and request nominations (with consent of the nominee and including self-nominations) of members meeting the eligibility requirements for Board service to fill the expiring Board terms.

Should the number of expiring Board terms be greater than or equal to the number of nominations (including self-nominations) of members meeting the eligibility requirements for service to fill those terms, the nominated Members shall automatically become Board members.

Should the number of nominations (including self-nominations) be greater than the number of expiring Board terms, then the then-current Board shall devise an appropriate election procedure through which any Regular Member or member treated as such by these by-laws in good standing may vote in an election for new Board members. The candidates who receive the most votes shall be elected to the Board. In the event of a tie, the existing Board shall vote to break the tie to determine the new Board member.

The newly-constituted Board shall take office on January 1st of each year.

Should a Board Member be unable to serve to the end of the Board member's term, either by removal, resignation, or otherwise, the Board shall vote to either: have an election filled by a vote following the procedures outlined in Section 2(D); or appoint a member to fill the remainder of the term.

Board seats shall be filled in a manner such that each Class has as close to an equal number of Board members as possible.

The Board shall meet at least quarterly and may meet more frequently.

Meetings may be called by the President, by a majority of the Executive Committee or by any five members of the Board.

All Board Members must be notified of any meeting. Board Meetings may be conducted by any manner permissible under law, but the notice of the meeting shall state the manner in which will occur (e.g., telephonically, video-conference, in-person, etc.). The Board may permit Board Members to attend meetings in a manner other than proscribed in the notice.

The quorum for any meeting shall be a majority of Board Members.

Any Board Member unable to attend a meeting may assign the Board member's authority to vote to any Board member prior to the time the meeting is called to order. Assignment of proxy shall be communicated to at least one Board Member other than the recipient of the proxy. Any Board member holding the proxy of another shall announce that fact at the outset of the meeting or, in the event a proxy is assigned during a meeting, upon receipt of the proxy. Board Members attending a meeting through a proxy shall count towards a quorum.

Board meetings shall be open to all members, but the Board may request certain individuals be excused from discussion of certain agenda items.

The Board may, by majority vote, discuss any issue relating to the affairs of the organization in Executive Session, for which minutes will only summarize the issue about which a discussion was had and any action agreed to be taken. Only Board Members who are Regular Members or those treated as such shall be eligible to participate in any Executive Session of the Board.

The Board may act without a meeting by written vote (including electronic).

Except as set forth below, a Board Member may be removed for cause by vote of two-thirds (2/3) of all Board Members then in office. Such action shall be taken at a regular meeting of the Board of Directors or at a special meeting called for such purpose, and the proposed removal shall be set forth in the notice of any such regular or special meeting.

If a Board Member should fail to attend or designate a proxy for three or more consecutive Board Meetings, the Board may remove the Board Member by majority vote at the first meeting after the third missed meeting. The Board, in its sole discretion, may waive this rule in specific instances for good cause shown.

The Board may approve, put conditions or restrictions on, or revoke leaves of absence for Board Members. Any Board Member on an approved leave of absence does not count towards the quorum.

Officers are Immediate Past President, President, First Vice President, Second Vice President, Treasurer & Secretary, and Recording Secretary.

Collectively, the six Officers shall constitute the Executive Committee.

Officers are authorized to take any action necessary to implement policies and procedures adopted by the Board and to achieve NELA-Illinois’s purposes and priorities but may not take any action inconsistent with these by-laws or the organization’s 501(c)(6) status.

No action of any Officer may:

a) be inconsistent with any existing Board policies;
b) cause expenditures to exceed the annual budget set by the Board;
c) involve encumbering or selling any assets of NELA-Illinois;
d) authorize obtaining or making loans;
e) make any statements or take any position on behalf of NELA-Illinois on an issue or non-elected candidate that are knowingly in contradiction to any position held by NELA National or NELA-Illinois; or
f) make any statements or take any position on behalf of NELA-Illinois on an issue or non-elected candidate without authorization of the Board except in response to specific inquiries where the Officer knows the position to be consistent with both NELA National and NELA-Illinois.

The term of each Officer shall be two years in duration beginning on January 1, 2020, and each two years thereafter.

The Officers shall be elected by the Board sufficiently in advance of the expiration of the Officer terms.

Vacancies of Officers may be filled at any meeting of the Board.

Only a Board Member who is a Regular Member or treated as such under these by-laws is eligible to be an Officer.

Only a Board Member who has served as an Officer shall be eligible to be elected to the position of President, unless a supermajority (66%) of Board Members votes to suspend this requirement in electing a President.

Each Officer shall hold office until a successor shall have been duly elected and shall have qualified or until death or until the Officer resigns or shall have been removed in the manner otherwise provided herein.

If an Officer is elected to fill the spot of a vacating Officer prior to the vacating Officer’s term expiring, then the newly elected Officer shall serve the remainder of the vacating Officer’s term.

If any Officer’s board membership term shall expire prior to the expiration of the Officer’s term of office, then board membership shall automatically be extended for another board term.

Election of an Officer shall not of itself create contract rights.

In the event of a tie, rounds of secret ballots shall be cast until the tie is resolved.

Any Officer elected by the Board may be removed by the Board whenever in its judgment such removal is in the best interests of NELA-Illinois. Removal of an Officer from the person’s status as an Officer shall be conducted in the same manner as removal of a Board Member in Article IV, Section 4.

The Immediate Past President shall continue to serve on the Board for the term of the successor President and during that time shall remain available to the Board and President to assist in any fashion necessary.

The President shall be the Principal Executive Officer of the Corporation. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the Corporation and shall see that the resolutions and directives of the Board of Directors are carried into effect.

The President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed. The President shall have the authority to authorize expenditure of up to $1,000.00 on any single non-budgeted expenditure without approval by the Board, but may not spend more than $5,000.00 on non-budgeted expenditures between Board meetings prior to convening a meeting of the Executive Committee and/or the Board.

The President shall publish, at least annually, a list of Committees and the Chair of each such committee.

The President shall preside over Board meetings and, in the absence of the Recording Secretary, designate a Board Member in attendance to take minutes.

The First Vice-President shall perform such duties as shall be assigned by the President or the Board of Directors. Further, in the absence of the President or in the event of the President’s inability or refusal to act, the First Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The First Vice-President may execute for the Corporation any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors has authorized to be executed.

The Second Vice-President shall perform such duties as shall be assigned by the President or the Board of Directors. Further, in the absence of the President and First Vice-President or in the event of the President’s and First Vice-President’s inability or refusal to act, the Second Vice-President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Second Vice-President may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed.

The Treasurer & Secretary (“Treasurer”) shall be the principal accounting and financial officer of the Corporation. The Treasurer shall (a) have charge of and be responsible for the maintenance of adequate books of account for the Corporation; (b) have charge and custody of all funds and securities of the Corporation, and be responsible therefor, and for the receipt and disbursement thereof; (c) perform all the duties customarily incident to the office of a Treasurer, including preparing an annual budget for the organization; and (d) shall have all powers of the “Secretary” of the Corporation as set forth in the Act. The Treasurer may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed. If required by the Board, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board shall determine.

The Recording Secretary (“Secretary”) shall record the minutes of the meetings of the Board; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation; and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board.

The Board shall establish or disband standing committees, except the following permanent committees: Executive Committee, Membership Committee, and Budget Committee.

The President or the Board may establish ad hoc committees.

Committees shall be authorized to make recommendations to the Board, except that the Executive Committee shall be authorized to act in a manner that fulfills the responsibilities of Officers without action by the Board.

Any NELA-Illinois member can be a voting member of a committee. Members may be appointed to a Committee by an Officer, the Board or the Chair of the committee or can volunteer to participate on the committee. Non-members may only participate on committees as non-voting committee members and only with approval of a member of the Board.

The President of NELA-Illinois shall designate the Chair(s) of each committee, at least one of whom shall be a Board Member.

Chairs shall be responsible for the operation of their respective committees and fulfilling the Committee’s charge, and may determine or remove members of committees for inactivity or cause. The Board may reinstate a member to a Committee by majority vote.

Chairs shall be responsible for informing the Board at least quarterly of the membership of their respective committees.

Chairs for any standing committee shall be responsible for presenting a proposed budget request to the Board at least annually.

Chairs may authorize expenditures within approved budgeted limits for their respective committees without authorization from the President or Board. With authorization from the Executive Committee or Board, Chairs may authorize expenditures on behalf of the corporation that exceed budgeted limits for their respective committees.

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

The power to alter, amend or repeal the By-Laws other than Article II (Purpose) or adopt new By-Laws shall be vested in the Board and shall be approved by a supermajority (66%) of a quorum. Such action may be taken at a regular or special meeting of the Board for which written notice of the purpose shall be given to all Board Members. The By-Laws may contain any provisions for the regulation and management of the affairs of NELA-Illinois not inconsistent Article II (Purpose), applicable law or the Articles of Incorporation. Article II (Purpose) may only be changed by a supermajority (66%) vote of Regular Members or those members treated as such under these by-laws.

The corporation 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 proceedings (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a Board Member, Officer, or Agent, or who is or was serving at the request of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding, if that person acted in good faith and in a manner that person reasonably believed to be in, or not opposed to the best interests of NELA-Illinois, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was not unlawful.

NELA-Illinois shall purchase and maintain insurance on behalf of any person who is or was a Board Member or Officer of NELA-Illinois against any liability asserted against the Board Member or Officer and incurred by the Board Member or Officer in any such capacity, or arising out of status as such, whether or not NELA-Illinois would have the power to indemnify the Board Member or Officer against such liability under the provisions of this Article.

NELA-Illinois may purchase such insurance on behalf of any person who is or was an Employee or Agent of NELA-Illinois or who was serving at the request of NELA-Illinois as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of status as such, whether or not NELA-Illinois would have the power to indemnify such person against such liability under the provisions of this Article.