BYLAWS FOR USGBC-CHICAGO CHAPTER
The name of the organization is the U.S. Green Building Council – Chicago Chapter, a nonprofit corporation incorporated in the state of Illinois
No part of the chapter’s property shall inure to the benefit of any Officer, Director, or member of the Chapter.
Membership Qualifications: Any individual employed by a member company or organization in good standing with the US Green Building Council may be an active member in this Chapter. Company or organizations with multiple members shall designate an official representative to the Chapter. Each local member company or organization shall have one vote at Chapter meetings. The official representative shall exercise the vote.
Dues. Annual dues will be determined by the Board of Directors and be paid in accordance with Chapter policy. Such dues will be in addition to those dues paid to the USGBC. No dues will be refunded.
Directors. The governing body of the Chapter is the Board of Directors, which has the authority and is responsible for the supervision, control, and direction of the Chapter. Directors must be employed by member organizations in good standing with the US Green Building Council.Composition of the Board. The Board of Directors consists of eleven persons elected by and from the membership from among the various categories of Council membership. The Immediate Past Chairman will serve as an ex officio member of the Board.
Board members shall be representative of the following USGBC membership categories:1) Building Product Manufacturers2) Building Controls Manufacturers/Building Operations, Maintenance3) Building Owners, Facility Managers and Developers4) Real Estate Brokers and Property Management Firms5) Contractors and Builders6) Professional Societies7) Local and State Governments8) Environmental and Nonprofit Organizations9) Professional Firms10) Financial Institutions (Lenders, Insurers, Others)11) Utilities, ESCOs and Energy Service Providers12) Insurance Companies, Brokers and Agents13) Universities and Research Institutes14) Federal Agencies15) Corporate
Terms. Board members will serve two-year terms. Board seats will be rotated among member categories each term, with no more than two seats held at any one term by any one member category. Directors may serve up to three terms with a one-year hiatus prior to re-election. In cases where the officers of the Chapter are deemed to be Chapter Board members, and the Chapter intends for the individuals who fill the role of Chapter Chair to pass through the position of Vice-Chair, this rule may be exempted. In the case of two members being elected from one category in the first elected Chapter board, the member receiving the most votes shall get a two-year term and the member receiving the second highest number of votes shall get a one-year term, in order to begin staggered terms for that category, unless the member with the highest number of votes demurs to a one-year term. No member of the first board will serve less than a one calendar year term. The Vice-Chair of the first board will serve one year as Chair after the term of the first elected Chair is completed.
Elections. Annual Chapter board elections will be held in conjunction with Council elections, using the online voting booth. The Chapter Chair shall submit to the Council the slate of candidates with all information as required by the Council by Nov. 25. The Council will post online the candidates for Chapter boards in conjunction with its online slate for the Council board.
Vacancies/Resignation. If a vacancy occurs on the Board for any reason, the Chair shall nominate a replacement and put it to vote before the board.
Attendance. Failure to attend two Board meetings may result in removal from the Board.
Meetings. The Board of Directors meets at least annually, at whatever time and place it selects. A quorum is six. A simple majority is required on all votes except where some other number is required by law or these Bylaws.
Compensation. Directors do not receive compensation for their service but may be reimbursed for expenses.
Duties: Policy and Procedures: The Board of Directors may establish policies, procedures, or such other rules that are consistent with these Bylaws and with the Bylaws and Policies of the US Green Building Council.
Committees. The Board of Directors shall appoint a Program Committee, a Membership Committee, and a Finance Committee, each to serve a two-year term. The Board may appoint other committees, working groups or task forces as necessary to carry out the business of the organization.
Officers. The Officers of the Chapter shall be a Chair, Vice-Chair, Secretary, and Treasurer.
Qualifications. Officers must be regular members of the Chapter who have been elected to the Board of Directors. No person may hold more than one office at the same time. Officers may serve two consecutive years.
Elections. The Board of Directors shall vote for and elect the Officers for the coming fiscal year, following the December elections for the Board.
Duties. Officers shall perform those duties usual and customary to their positions and as outlined in the policies of the Chapter. In addition, the Vice Chair acts in the place of the Chair when the Chair is not available. The Treasurer is the financial officer of the organization.
Vacancies. If a vacancy occurs among the Officers, for any reason, the Board fills the position for the remainder of term. An Officer or Director may be removed for cause by two-thirds vote of the Board of Directors.
Compensation. Officers do not receive compensation for their services but may be reimbursed for expenses.
Annual Membership Meeting. The Chapter holds an annual membership meeting at the place and on the date decided by the Board of Directors.
Special meetings. The Board of Directors may call special meetings at any time.
Notice. The Board of Directors must give members a thirty-day notice of all annual and special meetings. The notice must include a description of the business to be discussed.
Voting. The presence of thirty three percent of the membership constitutes a quorum. A simple majority is required on all votes except where some other number is required by law or these Bylaws. Proxy voting is permitted when executed by the member or his/her duly authorized representative. A proxy is valid for only one meeting. The number of proxies that a member may represent shall be limited to one. Voting by mail or by electronic means is permitted in appropriate circumstances determined by the Board of Directors. A decision shall be made by a majority of those responding.
The Nominating Committee shall prepare a slate of candidates for each office at least two weeks prior to the first meeting of the Chapter Board following the Board elections. At least one candidate shall be nominated for each office. All candidates shall consent to serve before elections. The Nominating Committee shall present the slate to the Chapter Chair. The Chapter Chair shall present the slate of candidates for election at the first meeting of the Chapter Board following the Board elections. At that time additional nominations may be made from the floor prior to the election. Election of officers shall be by voice or roll call vote, written ballot, or email if there are two or more nominees for an office. Each member may cast one vote. A majority of votes cast shall elect. If there is a tie, the election shall be determined by lot. If there is no majority on the first ballot, the top two candidates will run off against each other and all other candidates will be eliminated.
The Chapter shall indemnify any person who may be designated from time to time to perform official duties on behalf of the Chapter. Such persons shall be indemnified by the Chapter against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been an officer, employee, or person acting on behalf of the Chapter, except in such cases wherein the Officer, employee or person is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
The Chapter status may be revoked by failure to meet the Chapter standards established by the USGBC, or upon the request of the Chapter Board of Directors with the approval of the Board of Directors of the U. S. Green Building Council. On the dissolution or liquidation of the Chapter, any of its assets remaining after payment of all liabilities shall be distributed by a vote of the Chapter Board of Directors to any non-profit corporation or association whose objectives are similar to the Chapter’s.
Amendments to these Bylaws may be made at any properly called meeting with a two-week prior notice to the membership. Amendments shall be adopted upon a two-thirds vote of the membership present and voting. Emergency amendments may be made at any time by a quorum vote of the Board of Directors, but emergency amendments are temporary and subject to subsequent approval by a majority vote at the next meeting of the membership.