The name of this corporation is the Illinois Aging Services Incorporated (IAS).

2. Purpose

IAS is organized and operated exclusively for charitable and educational purposes as defined in Section 50l(c)(3) of the United States Internal Revenue Code and 805 ILCS 105/103.05 et. seq.  This charitable and educational purpose includes:

1. Determining the needs and wants of older adults and caregivers;
2. Improving community awareness of the needs and desires of older adults and caregivers;
3. Providing the aging network with a mechanism for establishing priorities for, and coordinating the development of, services to better meet the needs of older adults and caregivers;
4. Encouraging effective use by the older adults and caregivers of existing programs and services;
5. Stimulating involvement of the older adults and caregivers themselves in the provision of services to their communities;
6. Planning and sponsoring education/training for the agency network; and
7. Any other lawful purpose.

No part of the net earnings of IAS shall inure to the benefit of any person serving on the IAS Board of Directors (Board), any officer of IAS, or any private individual (except that reasonable compensation may be paid for services rendered to or for the IAS affecting one or more of its purposes.)

3. Membership

IAS does not have members.

4. Board of Directors

A. Board composition

The business, properties and affairs of IAS shall be controlled and managed by a Board of Directors (Directors) which will be composed of one (1) representative from each of the Illinois Area Agencies on Aging (AAAs) in good standing. An AAA shall be in good standing if they are current with due payments. Each AAA will designate their Board representative when paying dues. An AAA may send a substitute representative to a scheduled Board meeting by giving prior written notice to the IAS President.  The substitute representative has the same authority to act as the regular representative. AAAs are responsible for notifying IAS of any changes of representation during the year.

B. Officers of the Board

The officers of the Board shall be a President, Vice-President, Secretary, and Treasurer. The officers shall be elected by the Board at the annual meeting. The officers shall serve for one year, or until their successors are elected/appointed. Any vacancy occurring in any office between annual meetings shall be filled by the Board as soon as practical. Any officer of IAS may be removed at any time by a majority vote of the entire Board.

C. Nominating Committee

The Board shall annually elect a Nominating Committee of three (3) persons from the Board. The Nominating Committee shall prepare a slate of officers to be presented to the Board for approval by majority vote at the annual meeting.

5. Board Meetings

A. Number of meetings

Meetings of the Board shall be called at the discretion of the President, but not less than every three months. There shall be an annual Board meeting each August.

B. Quorum for Board meetings

A quorum for a Board meeting is a majority of Board Directors. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting shall be the act of the Board. At any adjourned meeting at which a quorum was present, any business may be transacted that might have been transacted at the original meeting. Withdrawal of Directors from any meeting shall not cause failure of a duly constituted quorum at that meeting.

C. Special meetings

Meetings of the Board may be called by the President or by five (5) Board Directorss in good standing. Meetings shall be called with no less than ten (10) days' notice. Notice shall be in writing and shall be given be given by mail (electronically or postage) or in person.

6. Committees

A. Executive Committee

The Executive Committee shall be composed of the officers of the Board of Directors.  Each person on the Executive Committee shall have the duties as may be imposed upon them by the Board in addition to the following:

1. President: The President shall be the chief executive officer of IAS. The President shall preside at all meetings of the Board. The President shall have general charge of the business of the IAS, subject to the control of the Board.
2. Vice-President: The Vice-President shall, in the absence of the President or in the event of the President's inability or refusal to act, exercise the powers and perform the duties of the President; otherwise, the Vice-President shall have such powers and perform such duties as may be assigned by the President or the Board.
3. Secretary: The Secretary shall:
   • Keep minutes of the meetings of the Board and the Executive Committee in a book or books kept for that purpose;
   • Provide minutes of all its meetings to each Director within twenty (20) days of the meeting.
   • Be custodian of the corporate records;
   • Give all notices required; and
   • In general, 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 the Board.

1. Treasurer: The Treasurer shall:
   • Keep a full and accurate account of receipts and disbursements of IAS and deposit all money, checks and other obligations to the credit of IAS in such depository or depositories as may be designated by the Board;
   • Disburse the funds of IAS as ordered by the Board;
   • Make a complete annual statement before each annual meeting of the Board;
   • Keep an accurate account of all real and personal property owned by IAS; and
   • In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President, or the Board.

B. Ad Hoc Committees

The President may establish Ad Hoc Committees at his/her discretion. The quorum for all committees is a majority of the committee. Each committee may exercise the authority delegated by the Board except for any of the following:

1. Adopting a plan for the distribution of the assets of IAS, or for dissolution;
2. Filling vacancies on the Board or on any of its committees;
3. Electing, appointing or removing any officer or director or member of any committee, or fix the compensation of any member of a committee;
4. Adopting, amending, or repealing the bylaws or the articles of IAS;
5. Adopting a plan of merger or adopting a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of IAS; or
6. Amending, altering, repealing or taking action inconsistent with any resolution or action of the Board when the resolution or action of the Board provides by its terms that it shall not be amended, altered or repealed by committee.

7. Finances

A. Fiscal Year and Dues

The fiscal year of IAS shall begin on July 1. The affairs of IAS shall be financed by dues, grants, and contributions that IAS receives. All funds received by IAS shall be deposited in a bank approved by the Board and shall be used for the purposes described above.  Annual dues for AAAs are determined by the Board.

B. Checks

Withdrawals from or checks drawn on such deposits shall be signed by the Treasurer and one other member of the Executive Committee or any person authorized by the Executive Committee.

C. Financial reports

The Treasurer shall submit a financial report for the preceding quarter, at a minimum, at each regular meeting of the Board. Any additional current financial information available for presentation to the Board not covered by the preceding quarter financial report is encouraged.

8. Amendments

These bylaws may be amended at any regular meeting of the Board or at a special meeting of the Board called for that purpose, provided that such proposed Amendments must be clearly stated in the notice for the meeting at which they are to be considered. Notice of the proposed change shall be mailed (electronically or by postage) to Directors not less than thirty (30) days prior to the meeting. Amendment shall require a two-third (2/3) vote of the Board.

9. Rules of Order

Robert's Rules of Order shall govern all meetings only to the extent they afford a fair opportunity for those attending the meeting to be heard and participate.

10. Non-Discrimination

In the selection of Board members, election of officers, employment of personnel, provision of services and in all other aspects of its operation, IAS shall not discriminate between persons on the basis of race, color, religion, sex, national origin, ancestry, physical or mental handicap unrelated to ability, unfavorable discharge from the military service, age or marital status.

11. Indemnification (805 ILCS 105/108.75)

IAS will indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of IAS) by reason of the fact that he or she is or was a director, officer, employee or agent of IAS, or who is or was serving at the request of IAS as a director, officer, employee or agent of another IAS, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of IAS, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

IAS will indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of IAS to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of IAS, or is or was serving at the request of IAS as a director, officer, employee or agent of another IAS, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of IAS, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to IAS, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

To the extent that a present or former director, officer or employee of IAS has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding as described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, if that person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of IAS.

Any indemnification as described above (unless ordered by a court) shall be made by IAS only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct. Such determination shall be made with respect to a person who is a director or officer at the time of the determination: (1) by the majority vote of the Board who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of the Board designated by a majority vote of the Board, even through less than a quorum.

Expenses (including attorney's fees) incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by IAS in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by IAS. Such expenses (including attorney's fees) incurred by former directors and officers or other employees and agents may be so paid on such terms and conditions, if any, as IAS deems appropriate.

The indemnification described above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, disinterested directors of the Board, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

12. Dissolution

IAS may be dissolved by two-thirds vote at any meeting of the Board at which a quorum is present. Notice and a text of any proposed dissolution shall be mailed to each Director at his/her address as shown by the records of IAS not less than thirty (30) days prior to the meeting at which the proposed dissolution is to be considered.

Upon dissolution of IAS, the Board shall, after paying or making provisions for the payment of all liabilities of IAS, dispose of all the assets consistent with IAS's purpose as determined by the Board. Any of such assets not so disposed of by the Board within twelve (12) months of the dissolution of IAS shall be disposed of by the Circuit Court of the county in which the principal office of IAS is then located, exclusively for those purposes described above.

13. Informal action by Board (805 ILCS 105/108.45)

The Board (or committee) may take action without a meeting if written consent describing the action is signed by all Board (or committee) members entitled to vote.  The consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the Board (or committee) members have approved the consent unless the consent specifies a different effective date.

14. Meeting attendance via technology (805 ILCS 105/108.15)

Board (or committee) members may participate and act at any meeting via technology (i.e. conference telephone or other communications equipment) as long as all persons participating in the meeting can communicate with each other. Participation in such a manner constitutes attendance at the meeting.

15. Conflict of Interest

Any possible conflict of interest on the part of a Board (or committee) member shall be disclosed at the beginning of a meeting or as soon as practical. When a conflict pertains to board (or committee) action, the Board (or committee) member shall not vote or use personal influence on the matter, and shall not be counted in the quorum for a meeting at which action is to be taken on the issue. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.

16. Registered Agent

Should IAS wish to change the registered agent and/or office, it will comply with applicable Illinois law (i.e. 805 ILCS 105/101.10), which generally requires a statement being filed with Illinois Secretary of State and the County Recorder.

17. Effective Date

These bylaws became effective October 26, 2004. A proposed amendment to these bylaws is proposed on August 21, 2012 to be voted on October 23, 2012.