2 0 2 0 M E M B E R S H I P D I R E C T O R Y I L L I N O I S S I G N A S S O C I A T I O N P a g e | 14 Article VI - BOARD OF DIRECTORS 1. The Board of Directors shall consist of 12 members made up of eight sign companies and four product manufacturers, supply distributors or manufacturers’ representatives. 2. Elections of directors shall be held at the annual membership meeting whenever a vacancy exists or a director’s term expires. An appointed Nominating Committee shall present one or more candidates to the Board of Directors for consideration for each position on the ballot. Directors are to each serve a term of three years. Under certain circumstances, subject to approval of the full Board, two individuals from the same member company may be elected to the Board of Directors. Supplier member Directors may serve a limit of two consecutive terms in office, unless serving as a Board Officer, and may run for election after leaving Board service for at least one three-year term. 3. A nominating committee of three persons appointed by the President shall furnish a list of qualified candidates for the Board of Directors, giving consideration to geographical equity in determining their list of nominees. All members shall be encouraged to recommend officer and director candidates to the nominating committee. 4. Directors shall take office on January 1, of the year following their election. Vacancies on the Board of Directors may be filled by appointment of the board, for the unexpired term of that Director. 5. a) In the event a vacancy occurs when the President cannot fill the term of his office because of death, disability or other reasons, the balance of his term shall be filled by the Vice President. The Vice President's term, in turn, shall be filled by the Secretary/Treasurer. The Board of Directors shall then appoint a new Secretary/Treasurer from within the board to fill the unexpired term of that office. b) In the event a vacancy occurs when the Vice President cannot fill the term of his office because of death, disability or other reasons, the balance of this term shall be filled by the Secretary/Treasurer. The Board of Directors shall then appoint a new Secretary/Treasurer from within the board to fill the unexpired term of that office. c) In the event a vacancy occurs when the Secretary/Treasurer cannot fill the term of his office because of death, disability or other reasons, a successor shall be appointed by the board from within the board to fill the unexpired term of that office. 6. Any director who fails to attend two meetings of the board without notice to the Executive Director in respect to his reason for being absent may, after due investigation, be removed from office, by a majority vote of the Board of Directors. 7. A quorum of the Board of Directors shall consist of a majority of the board. The Board must act as a board and any individual action not authorized by a meeting of the Board shall not constitute board action. Article VII – OFFICERS 1. The officers of the Association shall consist of President, Vice President, and Secretary/Treasurer, each elected for a two-year term, but may be re-elected for one more term. The immediate past President shall serve on the board for two more years, without being elected by the membership. The Board of Directors shall appoint a person as Executive Director. 2. The President shall serve a two-year term and preside at all meetings of the board and of the membership. He shall represent the Association within the scope of his authority, enforced adherence to these bylaws, appoint chairmen of special committees with approval of the board, convene special meetings of the Association, and perform other duties as may be required by his office. 3. The Vice President shall also serve a two-year term. He shall assist the President at all times and be prepared to conduct the meetings and perform the duties of the President as may be required during his absence. 4. The Secretary/Treasurer shall keep or cause to be kept, accurate minutes and records of the Association activities, notify, or cause to be notified, the membership of regular and special meetings, keep or cause to be kept, an accurate record of all members, and handle, or cause to be handled, correspondence of the Association. He shall also receive, or cause to be received, all monies paid to the Association, pay or cause to be paid, all bills authorized by the board, and prepare, or cause to be prepared, all forms required by the federal or state law. The Secretary/Treasurer shall serve a two-year term.
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