Bylaws

RESOLUTION FOR THE AMENDMENT OF THE

BYLAWS OF THE ILLINOIS COALITION OF APPRAISAL PROFESSIONALS

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INTRODUCTION

Whereas, the members of the Illinois Coalition of Appraisal Professionals (ICAP) recognize that the needs of the Coalition and its members have evolved and that changes to its bylaws are necessary to better serve their interests; and

 

PURPOSE

To amend the bylaws to better serve the changing needs of the appraisal profession and provide enhanced representation for its members. The proposed amendments include allowing for virtual meetings and voting, reducing the size of the board of directors, permitting at-large members to serve as officers, and enabling non-designated members of sponsor organizations to serve as directors. These changes will enhance the effectiveness and efficiency of the organization, as well as provide more opportunities for members to contribute and participate.

 

PROPOSED AMENDMENTS

Amend Section 2.1.c – “Sponsor Members”, to remove the American Society of Appraisers as a Sponsor Member, to read:

 

The Corporation’s Sponsor Members are the Illinois chapters of:

• American Society of Farm Managers and Rural Appraisers; and

• Appraisal Institute

 

Amend Section 3.1 – “Place of Meetings”, to allow for virtual meetings of members, to read:

Meetings of Members shall be held at suitable locations convenient to the Members. A meeting of Members may be held either in person or by use of Internet meeting services. The Internet meeting service must support:

• anonymous voting;

• visible displays identifying those participating;

• identifying those seeking recognition to speak;

• displaying text of pending motions; and

• showing the results of votes.

 

Action taken at a meeting held via interactive technology shall be effective as if the Members had met in person. A Member, who, through such Internet meeting service attends a meeting, shall be deemed to be personally present at that meeting for the purposes of Sections 3.2 and 3.3.

 

Amend Section 3.4 – “Written Action in Lieu of a Meeting” to “Action by Written Ballot in Lieu of a Meeting”, to allow actions to be taken by members by written ballot in lieu of a meeting, to read:

To the extent permitted by law, any lawful action of the Members that may be taken at a meeting of Members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote. The written ballot shall set forth the proposed action, provide an opportunity to vote for or against the proposed action. Voting must remain open for not less than five 5) days from the date the ballot is delivered. The written ballot may be delivered and returned by electronic mail, or other internet service. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

 

Amends Section 4.2 Composition, Appointment and Election – to reduce the structure of the ICAP Board of Directors from 17 to 13 Directors and allows at large members of the Board of Directors to serve as Officers.

 

The Board of Directors shall be comprised of thirteen (13) voting members and one (1) non-voting member. The number of directors may be increased or decreased only by valid amendment to these By-Laws. The Board of Directors shall consist of:

  1. Nine (9) Directors;
  2. The President, Vice President, Secretary, and Treasurer; and
  3. The immediate past President, a non-voting member

 

The Board of Directors will be appointed and elected as followed:

  1. Three (3) Directors shall be appointed from the members at-large by a two-thirds majority vote of the Board of Directors. The nomination procedures for the At-Large Directors shall be set forth in the Rules and Procedures of the Corporation. No more than three (3) at-large members shall serve at any one time on the Board of Directors as Director or as an elected Officer, unless a Sponsor Member elects to have the Board of Directors fill one of its director positions.
  2. All other Directors shall be appointed by the Sponsor Members.
  3. Directors (including Officers) from the Sponsor Members shall be as follows: Appraisal Institute – seven (7), and American Society of Farm Managers and Rural Appraisers – three (3).
  4. If a Sponsor Member is unable to fill a director position, the Sponsor Member may elect to allow the Board of Directors to appoint a member at-large in its place, for the term of that director position.
  5. The Board of Directors shall elect individuals to the offices of the President, Vice President, Secretary, and Treasurer. Election procedures and succession of Officers shall be set forth in the Rules and Procedures of the Corporation. An Officer cannot hold more than one office at the same time, and no more than three current Officers shall come from any one Sponsor Member. No more than one At-Large Officer may serve at a time.
  6. The immediate past president of the Board of Directors shall serve as an ex-officio member and be allowed to participate in all activities of the Board of Directors. Ex-officio directors shall not be entitled to vote in matters that come before the Board of Directors. The immediate past president may be denied participation by a majority vote of the Board of Directors.

 

 

Amend Section 4.3 Eligibility – to remove the requirement for officers to be Designated Appraisers and allow at large directors to be Officers

Director

Each Director (other than the At-Large Directors) must be a Member of the Corporation and a member of the Sponsor Member that he or she was appointed by. A Director (other than the At-Large Directors) who ceases to be a Member of the Corporation or a member of the Sponsor Member that he or she was appointed by shall automatically cease to be a Director of the Corporation, without notice or other action by the Board of Directors.

 

At-Large Director

The At-Large Directors must be a Member of the Corporation. A director appointed by the Board of Directors as an At-Large Director may or may not be affiliated with a professional appraisal organization.

 

Officer

Each Officer (other than an At-Large Officer) must be a current Member of the Corporation, a member of at least one of the Sponsor Members, as well as a prior or current Director or Officer of the Corporation with a minimum of one year experience in such position. An Officer (other than an At-Large Officer) who ceases to be a Member of the Corporation or ceases to be a member of a Sponsor Member shall automatically cease to be an Officer of the Corporation, without notice or other action by the Board of Directors.

 

At-Large Officer

An At-Large Officer must be a current Member of the Corporation, as well as a prior or current Director or Officer of the Corporation with a minimum of two years’ experience in such position. An At-Large Officer who ceases to be a Member of the Corporation shall automatically cease to be an Officer of the Corporation, without notice or other action by the Board of Directors.

 

 

Amend Section 4.5 Vacancies – To allow Sponsor Members to temporarily allow the ICAP Board of Directors to fill their open Director positions with an At-Large Director for the remaining open term.

Director

If a Director vacancy occurs (other than the At-Large Directors) for any reason, the vacancy shall be filled by the Sponsor Member which appointed that Director. A person appointed to fill the remaining term of a vacated director position shall be a Member of the Corporation and a member of the Sponsor Member that he or she is replacing. If the Sponsor Member is unable to fill that director position, it may elect to allow the Board of Directors to appoint a member at-large, for the remaining term of the vacated director position. Upon notice of a vacancy, provided by the President, the Sponsor Member shall have up to sixty (60) days to fill the vacancy; if the vacancy is not filled in said period, the Board of Directors, at their discretion, shall have the right to fill the vacancy. Vacancies must be filled with a Member of the Sponsor Member where the vacancy exists.

 

At-Large Director

A vacancy of the At-Large Directors shall be filled by the Board of Directors following the procedures set forth in the Rules and Procedures of the Corporation.

 

 

Amend Section 4.7 Removal of a Director or Officer - to require two-thirds vote

Director

A Director may be removed at any time, with or without cause by an affirmative vote of a two-thirds majority of the Board of Directors. Notice regarding the removal of a Director shall be given pursuant to Section 4.9 and 4.10. Any Director whose removal is proposed prior to the expiration of his or her term shall be given an opportunity to be heard at such meeting. A Director who fails to attend two (2) consecutive regularly scheduled Board of Director meetings may be removed from office by an affirmative vote of a two-thirds majority of the Board of Directors. In the event of removal under this Section, a vacancy for the position shall be declared, and the vacancy shall be filled in accordance with Section 4.5.

 

Amend Section 4.9 Regular Meetings – to remove personal notifications.

Regular meetings of the Board of Directors shall be held at least once every calendar quarter, as called by the President. One regular meeting each year shall be scheduled to permit the timely appointment and election of replacement Directors and Officers for the following year. Notice of regular meetings of the Board of Directors shall be given to each Director by the President, by mail, telephone, or other electronic communication, at least ten (10) days prior to the day named for such meeting. Notices of regular meetings need not state the purposes thereof.

 

Amend Section 4.10 Special Meetings – to remove personal notifications.

Special meetings of the Board of Directors may be called by the President or by any five Directors on five (5) day notice to each Director, by mail, telephone, or other electronic communication, which notice shall state the date, time, place, and purpose of the meetings.

 

Amend Section 4.12 Quorum and Voting – to require two-thirds votes

A quorum for any meeting of the Board of Directors shall consist of fifty percent (50%) of the voting Members. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a two-thirds majority of the required quorum for that meeting. A member of the Board of Directors may neither attend a meeting by proxy nor vote by proxy. The Board of Directors shall take action by the affirmative vote of a two-thirds majority of Board of Directors present at a duly held meeting, unless the vote of a larger proportion or number is required by law, the Articles of Incorporation, the By-Laws or the Rules and Procedures of the Corporation.

 

 

Amend Section 4.14 Written Action in Lieu of a Meeting (grammar only)

To the extent permitted by law, any lawful action of the Board of Directors may be taken without a meeting if such action is in writing signed by all Directors entitled to vote and filed with the minutes of the Board of Directors. The written action shall be effective when signed unless a different effective date is set forth therein.

 

Amend Section 4.2 – “Composition, Appointment and Election”, to reduce the size of the Board of Directors to 13, to reallocate of seats among Sponsor Members and At-Large, and allow At-Large members to serve as Officers, to read:

The Board of Directors shall be comprised of thirteen (13) voting members and one (1) non-voting member. The number of directors may be increased or decreased only by valid amendment to these By-Laws. The Board of Directors shall consist of:

1. Nine (9) Directors;

2. The President, Vice President, Secretary, and Treasurer; and

3. The immediate past President, a non-voting member

 

The Board of Directors will be appointed and elected as followed:

  1. Three (3) Directors shall be appointed from the members at-large by the Board of Directors. The appointment procedures for the At-Large Directors shall be set forth in the Rules and Procedures of the Corporation. No more than three (3) at-large members shall serve at any one time on the Board of Directors as Director or as an elected Officer, unless a Sponsor Member elects to have the Board of Directors fill one of its director positions.

 

2. All other Directors shall be appointed by the Sponsor Members.

 

3. Directors (including Officers) from the Sponsor Members shall be as follows: Appraisal Institute – seven (7), and American Society of Farm Managers and Rural Appraisers – three (3).

 

4. If a Sponsor Member is unable to fill a director position, the Sponsor Member may elect to allow the Board of Directors to appoint a member at-large in its place, for the term of that director position.

 

  1. The Board of Directors shall elect individuals to the offices of the President, Vice President, Secretary, and Treasurer. Election procedures and succession of Officers shall be set forth in the Rules and Procedures of the Corporation. An Officer cannot hold more than one office at the same time, and no more than three current Officers shall come from any one Sponsor Member. No more than one At-Large Officer may serve at a time.

 

  1. The immediate past president of the Board of Directors shall serve as an ex-officio member and be allowed to participate in all activities of the Board of Directors. Ex-officio directors shall not be entitled to vote in matters that come before the Board of Directors. The immediate past president may be denied participation by a majority vote of the Board of Directors.

 

Amend Section 4.3 – “Eligibility”, to allow non-designated members of Sponsor Members to serve as Directors and Officers, and to allow At-Large members to serve as Officers, to read:

Director

Each Director (other than the At-Large Directors) must be a Member of the Corporation and a member of the Sponsor Member that he or she was appointed by. A Director (other than the At-Large Directors) who ceases to be a Member of the Corporation or a member of the Sponsor Member that he or she was appointed by shall automatically cease to be a Director of the Corporation, without notice or other action by the Board of Directors.

 

At-Large Director

The At-Large Directors must be a Member or Affiliate Member of the Corporation.

 

Officer

Each Officer (other than an At-Large Officer) must be a current Member of the Corporation, a member of at least one of the Sponsor Members, as well as a prior or current Director or Officer of the Corporation with a minimum of one year experience in such position. An Officer (other than an At-Large Officer) who ceases to be a Member of the Corporation or ceases to be a member of a Sponsor Member shall automatically cease to be an Officer of the Corporation, without notice or other action by the Board of Directors.

 

At-Large Officer

An At-Large Officer must be a current Member of the Corporation (Affiliate Members are not eligible), as well as a prior or current Director or Officer of the Corporation with a minimum of two years’ experience in such position. An At-Large Officer who ceases to be a Member of the Corporation shall automatically cease to be an Officer of the Corporation, without notice or other action by the Board of Directors.

 

Amend Section 4.4 – “Term of Office”, to incorporate prior changes, to read:

Director

Each Director shall serve a term of three years or until his or her death, resignation or removal as provided herein, whichever comes first. Any Director vacancy shall be filled in accordance with Section 4.5.

 

Officer

An Officer shall serve a term of one year or until his or her death, resignation or removal as provided herein, whichever comes first. Any Officer vacancy shall be filled in accordance with Section 4.5

 

Amend Section 4.5 – “Vacancies”, to incorporate prior changes, to read:

Director

If a Director vacancy occurs (other than the At-Large Directors) for any reason, the vacancy shall be filled by the Sponsor Member which appointed that Director. A person appointed to fill the remaining term of a vacated director position shall be a Member of the Corporation and a member of the Sponsor Member that he or she is replacing. If the Sponsor Member is unable to fill that director position, it may elect to allow the Board of Directors to appoint a member at-large, for the remaining term of the vacated director position. Upon notice of a vacancy, provided by the President, the Sponsor Member shall have up to sixty (60) days to fill the vacancy; if the vacancy is not filled in said period, the Board of Directors, at their discretion, shall have the right to fill the vacancy. Vacancies must be filled with a Member of the Sponsor Member where the vacancy exists.

 

At-Large Director

A vacancy of the At-Large Directors shall be filled by the Board of Directors.

 

Officer

If an Officer (including At-Large Officer) vacancy occurs (other than the office of President; see Section 5.3) the Board of Directors, by majority vote, shall fill the vacancy. The person appointed in this manner shall serve the remainder of the unexpired term of the vacating officer. A person appointed or elected to fill the remaining term of a vacated officer position shall currently be a Director.

 

Amend Section 4.7 – “Removal of a Director or Officer”, to incorporate prior changes, to read:

Director

A Director may be removed at any time, with or without cause by an affirmative vote of a two-thirds vote of the Board of Directors. Notice regarding the removal of a Director shall be given pursuant to Section 4.9 and 4.10. Any Director whose removal is proposed prior to the expiration of his or her term shall be given an opportunity to be heard at such meeting. A Director who fails to attend two (2) consecutive regularly scheduled Board of Director meetings may be removed from office by an affirmative vote of a simple majority of the Board of Directors. In the event of removal under this Section, a vacancy for the position shall be declared, and the vacancy shall be filled in accordance with Section 4.5.

Officer

An Officer may be removed at any time, with or without cause, by an affirmative two-thirds vote of the Board of Directors. Notice regarding the removal of an Officer shall be given pursuant to Section 4.9 and 4.10. An Officer who fails to attend two (2) consecutive regularly scheduled Board of Director meetings may be removed from office by an affirmative two-thirds vote of the Board of Directors. In the event of removal under this Section, a vacancy for the position shall be declared, and the vacancy shall be filled in accordance with Section 4.5.

 

6.2        Other Committees

By resolution approved by the affirmative vote of a two-thirds majority of the Board of Directors, the Board of Directors may establish other committees for such purposes and with such authority as provided in such resolution. All such committees shall be subject at all times to the direction and control of the Board of Directors. Members of such committees shall be appointed by the Board of Directors, or the Board of Directors may authorize the President to appoint members of such committees. Committee members need not be Directors, Officers, or Members of the Corporation.

 

8.1        Articles of Incorporation – to require two thirds vote of the ICAP Board of Directors in order to amend the By-laws

Amendments to the Articles of Incorporation must be approved by a two-thirds majority of the Board of Directors and a majority of Members voting. If an amendment is initiated by the Board of Directors, proper notice of the proposed amendment must precede a meeting of the Members at which the amendment will be considered and must include the substance of the proposed amendment (per Section 3.2). If an amendment is proposed by the Members and approved by a simple majority of the Members, the Members may demand a meeting of the Board of Directors within sixty (60) days for consideration of the proposed amendment if a regular meeting of the Board of Directors would not occur within such sixty (60) days.

 

Amend Section 8.2.a – “By Board of Directors”, Re-organize to clarify the authority of the Board of Directors to Amend the ICAP By-laws to read: 

 

8.2.a     By Board of Directors

The Board of Directors, by an affirmative two-thirds vote of the Board of Directors present at a scheduled meeting may amend the By-Laws, including, but not limited to, adjusting the number of Directors (either increase or decrease) or their classification. Notice of the meeting and of the proposed amendment shall be given to each Director not less than 10 calendar days prior to the meeting, notwithstanding the provisions of other sections of these By-Laws.

 

The Board of Directors is not authorized to adopt, amend, or repeal any By-Laws provisions regarding quorum for meetings of members, prescribing procedures for removing directors, filling vacancies on the Board of Directors, qualifications, or terms of office.

 

Any provision of the By-Laws may be amended by a resolution adopted by a two-thirds majority of the Board of Directors and a simple majority of Members voting, in the same manner as provided in Section 8.1 hereinabove for amendment of Articles of Incorporation.

 

JUSTIFICATION

The proposed amendments are necessary to modernize the bylaws of the Illinois Coalition of Appraisal Professionals (ICAP) and to provide better representation for its members. By allowing for virtual meetings and voting, members who are unable to attend in-person meetings can still have a voice in the organization's affairs. Reducing the size of the board will make it more efficient and effective, while allowing at-large members to serve as officers and non-designated members of Sponsor Organizations to serve as directors will provide more opportunities for members to contribute to the organization.

 

Please vote here.  Link to https://www.surveymonkey.com/r/ICAPbylaws2