Transportation for Illinois Coalition

Uniting major transportation industry groups with labor, business, governmental bodies and affiliated entities throughout the state to focus on principles and program concepts that have a common objective: to maintain, improve and expand Illinois’ transportation infrastructure.

ARTICLE III -- Membership

Section 1. Membership Qualifications and Levels

Any not-for-profit corporation, unincorporated association or unit of local government with an interest in maintaining, improving and expanding Illinois’ transportation infrastructure is entitled to apply for TFIC membership at one of the following annual dues levels: Steering Committee Member; Participating Member or Supporting Member. The Executive Committee, with the approval of the Board of Directors, shall have the power to establish the annual dues for each membership level and make such changes in the amount of dues and/or membership levels as are necessary to carry out the purpose of TFIC.

Section 2. Rights of Membership

Members paying annual dues at the Steering Committee level are entitled to serve on the TFIC Board of Directors. Members paying reduced annual dues at the Participating Member level, as well as members that join as Supporting (non-dues paying) Members are not entitled to serve on the TFIC Board of Directors. However, Participating Members and Supporting Members shall have the right to attend TFIC meetings, participate in legislative events and receive position papers, press releases and email communications.

Section 3. Admission to Membership

All applications for membership shall be reviewed by the Executive Committee and forwarded with a recommendation to the Board of Directors. A majority vote of all Board members in attendance shall be required for approval of new members.

ARTICLE IV -- Dues

Section 1. Dues Billing and Payment

Dues shall be billed on January 1 of each calendar year. Members joining after July 1 shall pay one-half the annual rate for the remainder of the calendar year.

Section 2. Non-Payment of Dues

Members that cease paying annual dues at the Steering Committee level shall be removed from the TFIC Board of Directors.

ARTICLE V -- Officers

Section 1. Designation of Officers

TFIC Officers shall include two Co-Chairs, a Vice-Chair, a Secretary and a Treasurer.

Section 2. TFIC Co-Chairs and Duties

The President of the Illinois AFL-CIO and the President of the Illinois State Chamber of Commerce, or their designees, shall serve as Co-Chairs. TFIC Co-Chairs shall preside at all Board of Directors, Executive Committee and Annual meetings. In addition, TFIC Co-Chairs, with the advice and consent of the Board of Directors, shall designate such Standing Committees, and appoint, on an annual basis, such Committee Chairs, as are needed to conduct TFIC business.

Section 3. TFIC Vice-Chair and Duties

The Vice-Chair shall be elected, on an annual basis, by the Board of Directors during the TFIC Annual Meeting. The TFIC Vice-Chair shall preside at Board of Directors, Executive Committee and Annual meetings in the absence of both Co-Chairs.

Section 4. TFIC Secretary and Duties

The Secretary shall be elected, on an annual basis, by the Board of Directors during the TFIC Annual Meeting. The TFIC Secretary shall supervise providing notices of all meetings and maintaining minutes. These duties may be delegated to TFIC staff, with the approval of the Board of Directors.

Section 5. TFIC Treasurer and Duties

The Chair of the TFIC Finance Committee shall serve as the Treasurer. The TFIC Treasurer shall supervise the custody, receipt and disbursement of all TFIC funds. These duties may be delegated to TFIC staff, with the approval of the Board of Directors.

ARTICLE VI -- Board of Directors

Section 1. Members

The Board of Directors shall consist of the members of the TFIC Steering Committee and the TFIC Managing Director (who shall serve as a non-voting board member).

Section 2. Powers

The Board of Directors shall be the governing body of the TFIC, under the guidance and direction of the TFIC Co-Chairs.

Section 3. Duties

The Board of Directors shall: supervise, control and direct the affairs of the TFIC, its Committees and publications; determine TFIC policies or changes therein; actively implement TFIC objectives and supervise the disbursement of its funds; and provide direction to the TFIC Managing Director.

ARTICLE VII -- Executive Committee

Section 1. Members

There shall be an Executive Committee consisting of the TFIC Co-Chairs, TFIC Vice-Chair, TFIC Secretary, TFIC Treasurer and the Chairs of each TFIC Standing Committee.

Section 2. Powers

Actions taken by the Executive Committee shall be deemed those of the Board of Directors and shall be fully reported at the next meeting of the Board.

Section 3. Duties

It shall be the duty of the Executive Committee to govern and transact TFIC business during the intervals between meetings of the Board of Directors and conduct such other activities as may be assigned from time to time by the Board.

ARTICLE VIII -- Professional Services

Section 1. Managing Director

The TFIC may employ a Managing Director to perform the duties of that position assigned by the Board of Directors. The Managing Director shall be selected or reaffirmed, and the salary established, by the Board of Directors each year, or for such other period of time as determined by the Board.

Section 2. Other Professional Services

The Board may obtain other professional or technical services, as needed.

ARTICLE IX -- Meetings / Voting

Section 1. Board of Directors / Annual Meetings

Bi-Monthly Board of Director meetings shall be held at such time and place as approved by the TFIC Co-Chairs. The Annual Meeting of the TFIC shall take place at the conclusion of a scheduled Board of Directors meeting.

Section 2. Executive Committee Meetings

TFIC Co-Chairs shall schedule, as necessary, Executive Committee Meetings during the intervals between meetings of the Board of Directors.

Section 3. Standing Committee Meetings

Chairs of each Standing Committee appointed by the TFIC Co-Chairs shall schedule such meetings as are deemed necessary.

Section 4. Notice of Meetings

The Secretary shall ensure that members are given at least fourteen (14) days notice of Board of Directors’ Meetings. The Secretary shall ensure that members of the Executive Committee and members of all Standing Committees shall be given as much notice of scheduled meetings as is practicable. This duty may be delegated to TFIC staff, with the approval of the Board of Directors.

Section 5. Quorum

A majority of the members of the TFIC Board of Directors, Executive Committee or Standing Committees shall constitute a quorum for a lawful meeting.

Section 6. Voting

Matters decided by vote shall require a simple majority, except for a vote taken to determine a specific position on an issue or set TFIC policy. In the latter cases, decisions will be made upon an affirmative vote of at least two-thirds (2/3) of the Board of Directors present.

ARTICLE X -- Fiscal Procedures

Section 1. Annual Budget

The budget shall be developed and monitored by the TFIC Finance Committee. The Board of Directors shall, by such procedure as it may prescribe, adopt a budget each fiscal year appropriating and authorizing expenditures of funds for TFIC operations. Funds to meet this budget are to be provided by the members' dues or through other means commensurate with the purposes of TFIC and the applicable laws and policies.

Section 2. Contracts

The Board of Directors may authorize any TFIC member or the TFIC Managing Director to enter into any contract or execute and deliver any instrument in the name of and on behalf of TFIC, and such authority may be general or may be confined to specific instances.

Section 3. Checks, Drafts, or Orders

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness shall be issued in the name of TFIC by the Treasurer or his/her designee.

Section 4. Deposits

All TFIC funds shall be deposited from time to time to the credit of the TFIC in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 5. Gifts

The Board of Directors may accept on behalf of the TFIC any contribution, gift, bequest, or device for any purpose of the TFIC.

Section 6. Fiscal Year

The fiscal year shall commence on the first day of January and shall end on the 31st day of December.

Section 7. Books and Records

TFIC shall keep correct and complete books and records of account and shall also keep minutes of Board of Directors meetings, meeting minutes of committees having and exercising any of the authority of the Board of Directors, and shall keep a record giving the names and addresses of all categories of members. Upon written request to the TFIC Secretary and/or Treasurer, books and records of the TFIC may be inspected by any member, or the member's agent or attorney for any proper purpose at any reasonable time. These duties may be delegated to TFIC staff, with the approval of the Board of Directors.

ARTICLE XI - Miscellaneous

Section 1. Robert’s Rules of Order

The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the TFIC in all matters of procedure in all cases to which they are applicable and in which they are not inconsistent with statute or these Bylaws.

Section 2. Political Activity

TFIC may engage in lobbying on the Local, Regional, State and National level, and coordinate the activities of lobbyists employed by member organizations, solely in support of the Purpose of the TFIC. TFIC shall not solicit or make political contributions.

Section 3. Use of TFIC Funds

TFIC shall use its funds only to accomplish the Purpose specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the TFIC. Upon dissolution of the TFIC, any funds remaining shall be refunded to the current members on a pro rata basis.

Section 4. Hold Harmless Provisions

The TFIC shall, to the fullest extent permitted by law, indemnify all Officers, Directors, members and employees for expenses incurred with the defense or settlement of any claim against such person by reason of service as Officer, Director, member or employee, in accordance with policies and procedures adopted by the Board of Directors, unless a judgment or other adjudication shall establish that such claim arose or resulted from any fraudulent, criminal, malicious or knowingly wrongful act, error, or omission of such person.

ARTICLE XII - Amendments

Section 1. Proposing Amendments

Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any member addressed to the TFIC Co-Chairs. All such proposed amendments shall be presented to the membership with or without recommendation.

Section 2. Ratifying Amendments

These Bylaws may be amended at any Board of Directors Meeting upon an affirmative vote of two-thirds (2/3) of the members present, after 30 days notice of any proposed change has been sent in writing to all members by first class mail and/or electronic mail.

ARTICLE XIII - Effective Date

These Bylaws are hereby ratified by the TFIC Board of Directors and are thereby effective this the 17th day of January, 2007.

Last update February 4, 2008