CONSTITUTION OF THE

STATE UNIVERSITIES ANNUITANTS ASSOCIATION (ILLINOIS)

ARTICLE I

NAME

1. This organization shall be known as the State Universities Annuitants Association (Illinois) (SUAA), a Not-For-Profit corporation, chartered by the state of Illinois on June 7, 1979.

ARTICLE II

PURPOSE

1. The primary purposes of this organization shall be to protect, promote, and enhance the individual and collective interests and welfare of its members.

2. SUAA may when appropriate direct its interest and support toward other matters concerning the general welfare of its member chapters and public institutions of higher education in Illinois.

ARTICLE III

INDIVIDUAL AND CHAPTER MEMBERSHIP

1. Membership in SUAA is open to all members of the State Universities Retirement System (SURS) including current faculty-staff, annuitants, their spouses and survivors.

2. Individual membership in SUAA requires unrestricted membership in an active local chapter and shall include payment of chapter dues (determined by the chapter) and state dues (determined by the State Association).

3. Local institutional chapters of SUAA may be organized on campuses by participants and annuitants from the respective Illinois state universities, community colleges and SURS connected entities upon petition signed by at least ten (10) dues-paying SURS members. This petition is to be addressed to and approved by the SUAA Executive Committee. A chapter must have at least ten (10) dues-paying members each year thereafter to validate its status as an active participating chapter in the Association.

4. The Board of Directors upon recommendation of the State Executive Committee may grant honorary membership in the Association and/or make awards to individuals not otherwise eligible for membership who have rendered outstanding service to the Association as a whole. An honorary member shall be placed on the membership mailing list and may attend and participate in all meetings of the Association but shall neither have voting privileges nor serve as an officer of the Association.

5. Individual chapters may designate as chapter honorary members individuals otherwise not eligible for membership who have rendered unusual and outstanding service to the chapter. A chapter honorary member may enjoy benefits and privileges of the chapter as the chapter may direct, but shall not serve as a representative to the state Association.

Should the services of a chapter honorary member or other recognized person be of such a nature as to benefit significantly the Association as a whole, the chapter may submit his/her name to the State Executive Committee for possible state recognition.

6. Chapters may accept for regular membership a SURS annuitant, PARTICIPANT and/or spouse not associated with the local institution who chooses to become a member in the chapter. Individuals may be a member of more than one chapter.

ARTICLE IV

OFFICERS

1. The officers of SUAA shall be a President, a President-elect, a Treasurer, the Past President, and six members-at-large of the Executive Committee. These officers shall perform the duties prescribed herein and by the parliamentary authority adopted by the Association. They also shall serve on the Executive Committee as described in Article VI. Newly elected officers assume their duties immediately upon the close of the Annual Meeting.

2. The Treasurer and three at-large members shall be elected by the Directors at the Annual Meeting in even calendar years. The President-elect and three at-large members shall be elected at the Annual Meeting in odd calendar years. The President-elect shall become the President.

3. All terms of office shall be two years except for the offices of the President-elect and the Past President which shall be one year and there shall be no term limit for the office of Treasurer. The President and the President-elect may serve only one full term in each office (plus one partial term in each office) in their lifetime. No member may hold more than one State Association office at a time.

4. Should the office of the President become vacant during the second year of the term, the President-elect shall assume the presidency. Should the office become vacant during the first year of the term, the Past President shall assume the presidency until the end of that year at which time the President-elect shall assume the office. Should the President-elect, Treasurer, Past President, or any member-at-large vacate his/her office before the term is completed, the Executive Committee will fill the position by interim appointment from the Association membership. The nominating committee shall present candidate(s) for election as appropriate for any vacated positions for election by the Board of Directors at their next Annual Meeting to serve out the remainder of the term.

5. The President shall recommend a nominating committee of at least five members with no more than two from the current executive committee and with the president ineligible to serve to be approved by the Board of Directors at least sixty (60) days prior to the Annual Meeting of the Association. In addition, the Executive Director shall serve with voice but no vote. With consideration for representation of both community colleges and universities, regional representation, member categories and continuing membership of the executive committee, this committee shall present to the Directors a slate of one or more nominees for each position to be elected at the Annual Meeting. Nominees for at-large positions will be slated in three different categories established by the nominating committee. This slate of nominees shall be included in the published call for the Annual Meeting. Other nominations within a specific category may be made from the floor at the Annual Meeting by any Director. Nominations from the floor must have the prior consent of the nominees. An officer shall be elected by a majority vote of Directors present.

6. The President or her/his designated representatives shall serve as the official representative and spokesperson for SUAA in all relations with other organizations and agencies.

7. The Executive Committee shall be responsible for the bonding of the Treasurer.

ARTICLE V

BOARD OF DIRECTORS

1. This Association shall be governed by a Board of Directors consisting of a) the Executive Committee and b) members acting as Directors from each of the chapters of SUAA. Each chapter shall be entitled to a minimum of two Directors. Chapters with more than four hundred (400) regular members shall be entitled to a third Director, and an additional Director for each subsequent four hundred members or portion thereof (i.e., 401 members = 3 directors, 801 members = 4 directors; etc.). Board membership shall be based on the paid membership of the chapter.

2. The method of selection of Directors representing the chapter on the Board shall be determined by the individual chapter.

3. It is recommended that chapter members chosen to serve on the Board of Directors serve for at least two years. The chapter president should serve as one of its Directors. Each year the chapter president shall certify to the Executive Director the chapter's Directors. Whenever membership in the chapter exceeds 400 or a multiple, the additional Director should be certified before the Board of Directors meeting.

Should a Board Director be unable to fulfill his or her term as a Director, the vacancy shall be filled by the chapter as soon as practicable. The President of the concerned chapter may appoint as a substitute Director an Association member from his chapter for a single meeting. Substitutes for Directors not in attendance shall be verified at registration.

The Board of Directors shall meet at least three times a year at such time and place(s) as shall be agreed upon by a majority of the members of the Board. One meeting shall be concurrent with the Annual Meeting. Additional meetings of the Board may be called by the President. The President shall be required to call a special meeting of the Board upon a written request to the President signed by no fewer than ten (10) members of the Board.

6. The duties of the Board of Directors shall include but not be limited to the initiation, supervision, and/or approval of the following:

a) approving the following appointments by the President: chairs of standing committees, the representative(s) to the State Universities Retirement System Member Advisory Committee (SURSMAC), and other state-wide bodies.

b) determining the annual state dues;

c) electing officers and members-at-large;

d) amending the Constitution and Bylaws;

e) appointing the Executive Director;

f) reviewing and approving the Annual Budget of SUAA proposed by the Executive Committee;

g) approving the formation of new chapters;

h) creation of additional standing committees; and

i) reviewing actions taken by the Executive Committee.

7. A majority of the certified members of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting.

8. Meetings of the Board of Directors except for considerations relating to employed personnel shall be open to the public. Any resolution or action related to employed personnel shall be acted upon in open session.

9. Members of the Board of Directors shall be responsible for avoiding conflicts of interest related to their SUAA responsibilities and actions and sign a form certifying the absence of conflicts of interest.

ARTICLE VI

EXECUTIVE COMMITTEE

1. The President, President-elect or Past-President, Treasurer and six elected at-large members shall serve as an Executive Committee. The Executive Director and chairs of standing committees and affiliates shall serve as ex officio members without vote. The President shall serve as Chair. The Committee shall have power to act for the Board of Directors between the meetings of the Board except that the Executive Committee cannot modify an action taken by the Board except as hereinafter provided. Actions taken by the Executive Committee shall be reported to the Board at the first meeting of the Board following the meeting of the Executive Committee. The Executive Committee shall act in an advisory capacity to the Executive Director, who reports to the Board of Directors at each meeting of the Board.

2. The Executive Committee shall provide a job description for the office of Executive Director, define the duties of said officer, recommend his/her compensation to the Board of Directors, and be responsible for the selection of a candidate for the position to be recommended to the Board of Directors for appointment.

3. The Executive Committee shall have the responsibility of reviewing and making recommendations on job descriptions as appropriate for Central Office personnel.

4. Control of funds and management of all financial matters shall be exercised by the Executive Committee.

5. The Executive Committee shall propose the annual budget for approval by the Board of Directors.

6. The Executive Committee has the authority to transfer funds among budget categories as long as the total budget appropriation is not changed. Such transfer shall be reported to the Board of Directors at its next meeting.

7. The Executive Committee shall make provision for the Annual Meeting and provide for the implementation of recommendations adopted at the Annual Meeting.

8. The Executive Committee may authorize email or FAX voting on urgent items not mandated for regular Board meeting.

ARTICLE VII

EXECUTIVE DIRECTOR

1. The Board of Directors upon the recommendation of the Executive Committee shall have the authority to appoint an Executive Director and to provide through the SUAA Treasurer for adequate personnel, office facilities, and operational needs for the Central Office.

2. The Executive Director shall have the responsibility for the management, direction, and control of the Central Office, its staff, and budget. He/she shall report to the Executive Committee on a current basis. He/she shall prepare job descriptions for the staff positions in the Central Office for approval by the Executive Committee.

3. The authority and function of the Executive Director shall be as defined in the job description for the Executive Director.

ARTICLE VIII

OTHER COMMITTEES

1. Standing committees: Committee chairs shall be appointed by the President and confirmed by the Board. Appointments of members to the standing committees shall be made by the committee chair in consultation with the President.

a) The Membership Committee shall be responsible for working with the Executive Director and chapters to increase membership in the Association.

b) The Legislative Committee shall recommend goals for legislative activity to the Board of Directors and work to achieve established legislative goals.

2. Appointments to special and ad hoc committees shall be made by the President.

3. The SUAA President shall be an ex officio member of all committees except the Nominating Committee.

ARTICLE IX

ANNUAL MEETING

1. An Annual Meeting of SUAA shall be held in June of each year at such time and place as the Executive Committee shall determine. The Annual Meeting shall be open to all members of local chapters who wish to attend with privileges of the floor, but voting is reserved to Board of Directors and Executive Committee members only.

2. The President shall prepare an agenda, which shall be distributed to the Chapter Presidents and Certified Board Directors at least two weeks prior to the Annual Meeting together with the slate of nominees to be presented by the Nominating Committee. Any chapter by the action of its governing board may submit items to be included in the agenda prior to its being printed for distribution.

3. Additions to the agenda may be presented from the floor at the Meeting. Approval by a two-thirds vote shall be required to have the item placed on the agenda.

4. The agenda for the Annual Meeting shall include, but shall not be limited to, the election of officers, including members (s) at large of the Executive Committee [See Article IV, sec. 2]; approval of the budget for the following year; amendments to the Constitution and Bylaws as appropriate; annual reports of the President, Treasurer, and Executive Director; and a membership report. Provisions shall be made for the members to have the opportunity to express ideas on matters concerning the good and welfare of annuitants, survivors, and participants to be given due consideration by the Board of Directors.

ARTICLE X

FINANCE/BUDGET

1. State dues as they are collected by each chapter treasurer shall be forwarded to the SUAA Central Office on a schedule determined by the Executive Director. Local dues collected by the Central Office shall be forwarded to each chapter treasurer on a schedule determined by the Executive Director.

2. A professional audit must be conducted biennially.

ARTICLE XI

AMENDMENT OF THE CONSTITUTION

1. Amendments to the Constitution may be proposed by the Executive Committee, the Board of Directors, or by petition signed by not fewer than fifteen (15) members of SUAA. Amendments shall be presented for consideration and action at the Annual Meeting. Notice of the proposed amendment(s) shall be in the hands of the Directors at least two weeks prior to the meeting at which approval is sought.

2. An adopted amendment shall become effective July 1 of the same year in which it is passed unless otherwise specified.

3. A two-thirds majority of the Directors present and voting shall be required for the passage of an amendment.

ARTICLE XII

PARLIAMENTARY AUTHORITY

1. The current edition of Roberts Rules of Order shall be the Parliamentary Authority for SUAA.

2. The President shall appoint a Parliamentarian for meetings of the Board of Directors.

ARTICLE XIII

DISSOLUTION

1. SUAA is exempt from federal income tax under provisions of Section 501(c) (4). If SUAA should be dissolved, the Board of Directors, after paying or making provision for payment of all liabilities of SUAA, shall dispose of the assets of SUAA to a successor organization with comparable goals or to organization(s) organized and operating for charitable, educational, religious or scientific purposes that qualify as an exempt organization(s) under Section 501(c)(3) or 501(c)(4) of Internal Revenue Code of 1954 or corresponding provision of any future United States Internal Revenue Law.

Adopted June 13, 1991/Annual Assembly - Springfield

Proposed May 23, 1995

Adopted June 20, 1995/Annual Assembly - Mattoon

Proposed May 15, 1996

Adopted June 11, 1996/Annual Assembly - Springfield

Proposed May 9, 1997

Adopted June 18, 1997/Annual Assembly - Springfield

Proposed May 19, 1999

Adopted June 16, 1999/Annual Meeting – Springfield

Proposed March 27, 2002

Adopted June 27, 2002/Annual Meeting – Springfield

Proposed April 19, 2003

Adopted June 12, 2003/Annual Meeting - Springfield.

Proposed March 11, 2008

Adopted June 18, 2008/Annual Meeting – Springfield

BYLAWS

ARTICLE I

SECRETARY

1. A person named by the President shall serve as Secretary for meetings of the Board.

ARTICLE II

FISCAL YEAR

1. The fiscal year shall be from July 1 through June 30. Each chapter shall submit to the SUAA Treasurer an annual financial statement for the past fiscal year within 30 days after the new fiscal year.

ARTICLE III

PERSONAL EXPENSES

1. Members acting primarily on behalf of SUAA as provided by the Constitution and By-laws or as directed by the President, Executive Committee, or Board of Directors may be compensated for personal expenses occurred subject to limitations in amount, nature of expense, and type of service performed as set forth by the Board.

2. Those members performing services primarily on behalf of their chapters such as serving on the Board of Directors may be compensated by their chapters.

ARTICLE IV

DUES

1. The annual state membership dues of SUAA shall be approved by the Board of Directors at the Annual Meeting and shall become effective for the fiscal year beginning in the next calendar year unless otherwise provided.

ARTICLE V

NOMINATING COMMITTEE

1. The Executive Director immediately upon the appointment of the Nominating Committee shall communicate the names of the Committee members to all chapters; include a call for prospective nominees for all offices to be filled, and a call for suggestions for the categories that need representation in the three at-large positions. Addresses for the Executive Director and committee chair shall be provided with a date for receipt of suggested nominees and categories for representation.

2. The Nominating Committee shall establish three categories for the at-large positions with at least one nominee within each category. Categories shall be established giving due consideration to a balance of representation of community colleges and universities, regional representation, member categories, and composition of the continuing membership of the Executive Committee.

3. The categories established by the Nominating Committee shall be described in sufficient detail so that the appropriate category for nominations from the floor can be easily determined.

ARTICLE VI

RECORDS

1. A Historian selected by the President and confirmed by the Executive Committee shall give advice and counsel to the Board and to the Central Office regarding files retention and historical records preservation.

2. At the conclusion of the term of office, all records of each officer, Board member, and chair accumulated during that person’s tenure shall be turned over to his/her successor.

3. If any of the above individuals judge certain portions of aforesaid records to be unnecessary for the current administration of the position involved, such records shall upon concurrent of the historian be deposited in the files of the Central office or an archives facility with which a policy of deposit had been prearranged or be destroyed.

ARTICLE VII

CAUCUSES AND REGIONAL MEETINGS

1. To facilitate communication and discussion of issues among chapters and between chapters and the State Office, caucuses and regional meetings may be convened. Such meetings may be scheduled by the Executive Director and the Executive Committee, the Board of Directors, committee chairs, or by requests from chapters. Resolutions or recommendations adopted may be directed to the Executive Committee, the Board of Directors or the Executive Director for consideration. The Executive Committee or the Board of Directors must approve any action taken in the name of SUAA.

ARTICLE VIII

AFFILIATE OR ALLIED ORGANIZATIONS

1. The State Universities Annuitants Association Foundation shall be an affiliate of SUAA and its chair shall serve ex officio without vote on the SUAA Executive Committee.

2. Upon recommendation by the Executive Committee and approval by the Board of Directors, SUAA may add other affiliate organizations and provide meeting space and appropriate support by the Central Office for their activities when their goals and purposes directly support the purpose and goals of SUAA.

3. SUAA may, upon recommendation by the President and approval by the executive Committee, join other organizations whose goals are consonant with those of SUAA where such affiliation would be conducive to accomplishing the goals and purposes of SUAA. SUAA representatives to such entities and provisions for support of the groups and/or representatives to such groups shall be determined by the President and Executive Committee within the provisions of budgets adopted, requirements set by the Board of Directors, and the SUAA Constitution and By-laws.

ARTICLE IX

AMENDMENT OF THE BYLAWS

1. Provision for the amendment of the Bylaws shall be the same as that for the amendment of the Constitution, except that a simple majority of the Directors present and voting shall be required for passage of an amendment.

Agreed to organize September 20, 1971 - Springfield

Interim Constitution adopted October 12, 1971 - Springfield

Adopted January 12, 1972 - Bloomington

Adopted October 2, 1973/Annual Assembly - Monticello

Adopted September 16, 1976/Annual Assembly - Monticello

Adopted July 12-13, 1982/Annual Assembly - Monticello

Adopted July 24, 1986/Annual Assembly - DeKalb

Adopted July 21, 1988/Annual Assembly - Makanda

Adopted July 20, 1989/Annual Assembly - Chicago