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Revisions to the constitution

of the Illinois State Historical Society

Revisions to the Constitution of the Illinois State Historical Society

Revisions in the Constitution of the Illinois State Historical Society will be on the agenda at the Society's annual meeting Friday evening, April 29, 2005.

The Constitution requires that any changes must first be approved by the Board of Directors and then by the membership.

Revisions in the Constitution of the Illinois State Historical Society were approved by the Society's Board of Directors at its February 19, 2005 meeting upon the recommendations of the Board's Executive Committee.

The Board recommends that the membership approve the revisions.

Revisions of the section on the powers and duties of the Board of Directors are the most extensive of those proposed by the Executive Committee and approved by the Board of Directors This section along with others in the Constitution contain references to the Society's former relationships with the Illinois Historic-Preservation Agency. As these relationships no longer exist, such references should be removed. The membership adopted the current Constitution in 1993 and approved some changes in 1999.

Proposed Constitutional revisions are presented below under three headings: the entire section on the powers and duties of the Board of Directors, the Society's mission and vision statement, and a summary of other significant changes.

Members who desire to review the entire current Constitution with the recommendations for deletion, revision, or no change for each part should contact the Society's office for a copy.

Powers and Duties of the Board of Directors:

Proposed Revision: It shall be the duty of the Board of Directors to promote diligently the mission, vision, and goals of the Society and to this end it shall have the following powers:

1.  To select an Executive Director of the Society, who shall also serve as secretary, to hold office at the pleasure of the Board.

Proposed Revision: Remove : "who shall also serve as secretary"

Proposed Additions

2.  To make policy at the initiative of members of the Board of Directors.

3.  To adopt, and revise periodically, a strategic plan.

4.  To evaluate the effectiveness and quality of all Society programs.

5.  To review the annual audit report and other financial reports presented by the Audit Committee, Treasurer, and the Executive Director, and to adopt an annual budget

6.  To receive other reports by the chairs of the standing committees, officers, the Executive Director, and other staff members.

7.  To fix the place and time of the annual meeting.

Existing 2: To publish its own transactions, as well as such other historical materials it may consider appropriate, and to disseminate materials relating to Illinois history by any other means that it may choose.

Proposed Revision: To sponsor a journal and other publications and materials relevant to history in Illinois.

Existing 3. 4 and 5:

To solicit contributions of money or in kind to further the purposes of the Society, the Illinois State Historical Library, and other organizations and repositories.

To acquire by gift, grant, devise, bequest, purchase, or otherwise, material relating to the history of Illinois on behalf of and for deposit in the Illinois State Historical Library, and other organizations and repositories, there to be maintained in perpetuity for the benefit of the people of the state of Illinois.

To establish endowed funds to further the goals of the Society, including, but not limited to, funds established for the purpose of acquiring books, manuscripts, maps, prints, photographs, and other historical materials for the collections of the Illinois State Historical Library and other organizations and repositories.

Proposed Revision: To acquire contributions of money and property by, grants, donations, bequest, devices, loans, purchases, and other means and to establish endowed permanent funds.

Existing 6 and 7:

To establish grants to provide financial assistance to individuals and organizations involved in projects appropriate to the purpose of the Society.

To establish awards to encourage activities appropriate to the purposes of the Society and to recognize and acknowledge significant contributions to the history of the state of Illinois.

Proposed Revisions: Change "purposes ' to "goals."

Existing 8: To accept, hold, and disburse grants provided by other organizations, institutions, or individuals to fund projects which further the interests of the Society and to recognize and acknowledge significant contributions to the history of the state of Illinois.

Proposed Revisions: Eliminate clause starting with "and to recognize.

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Existing 9: To make and approve all contracts, audit all accounts, and order their payment, and in general carry out the business of the Society.

Proposed Revision: Remove "all" and change the last phrase to "and in general to do anything necessary or convenient to carry out the business of the Society."

Existing 10: To appoint agents as it may deem advisable and to remove them at pleasure. Proposed Revision: None

Existing 11: To receive monies and designate the use of non-restricted income.

Proposed Revision: Eliminate. It is covered elsewhere.

Existing 12: To make an annual report to the membership of the significant action of the Board and of the condition of the Society and its work, together with such recommendations as may seem appropriate. Proposed Revision: Eliminate. This duty cannot be carried out by an 18-member Board; rather, it should be added in the By-Laws to the duties of the President.

Existing 13: To adopt By-Laws. Proposed Revision: None

Existing 14: In addition to the duties imposed upon it by the Constitution and By-Laws of the Society, it shall perform other duties as the Society may delegate to it.

Proposed Revision: In addition to having the power to perform any and all duties imposed upon it by the Constitution and By-Laws of the Society, it shall have the power to perform such other duties as the members may delegate to it.

Mission and Vision

Current: The purposes for which this Society is formed are to stimulate interest in the history of Illinois and its region and disseminate it as widely as possible, to encourage historical research and secure its promulgation, and to assist the Illinois State Historical Library, other divisions of the Illinois Historic Preservation Agency, and other organizations and repositories, in collecting and preserving all data relating to the history of the state and its people. Proposed Revision: The mission of the Society is to foster awareness, understanding, research, preservation, and recognition of history in Illinois. Its vision is to be the leading advocate for the learning and celebration of history in Illinois.

Other Significant Revisions

The office of Vice-President replaces both the office of President-pro-tem and President-elect. The Office of Secretary is created. The duties of these officers, along with those of the President, Treasurer, and Executive Director are found in the By-Laws. The President and Secretary may serve up to two consecutive two-year terms.

These two new officers will be chosen by the Board of Directors at its first meeting following member ratification of the Constitution. Subsequently, they will be elected by the membership.

No longer are the Covernor and the Secretary of State ex-officio non-voting members of the Board of Directors. However, former Presidents remain ex-officio, non-voting members of the Board of Directors. The Covernor and Secretary of State become Honorary Members under the By-Laws.

A sentence is added that the Advisory Board members must be members of the Society; it does not state that they must be residents of Illinois, as Directors and Officers must be.

A new section is proposed making it clear that a majority of voting members of the Board of Directors present shall be necessary for a motion to pass if a quorum (set at 50%) is present. This new section also brings into one section all matters that must have a two-thirds approval rather than a simple majority. These are: motions for By-Laws revision, revision of the Constitution, drawing on the principal

of endowment funds, removal of an officer or director, changing the amount of dues, and the distribution of assets upon dissolution.

The Executive Committee is given two new functions and one is deleted. The new functions are 1) reviewing and approving the annual budget prepared by the Executive Director for submission to the Board of Directors; and 2) recommending changes in the strategic plan for consideration by the Board of Directors and Advisory Board members. These functions had previously been assigned to the former Finance Committee and the former Long-Range Planning Committee. Proposed for elimination is the function of serving as a board of arbitration in the case of staff conflicts that cannot be resolved by the Executive Director or that involve the Executive Director. A similar function is in the Personnel Policies of the Society under disciplinary action and grievance procedures.

The Nominating Committee minimum membership is proposed to be expanded to six and includes the Vice-President. The Nominating Committee no longer will bring to the membership for its approval a slate of candidates for the Advisory Board; rather, only the approval of the Board of Directors is necessary for a person to be an Advisory Board member. A new charge to the Committee is that in performing its tasks, it shall consider the skills, experiences and contacts needed by the Society. A new function is to prepare and periodically revise job descriptions for the members of and nominees to the Board of Directors and Advisory Board.

The functions of the Audit Committee are clarified by the following proposed revision: It shall be the duty of the Audit Committee 1) to select a certified public accountant or such other accountant as it deems qualified to be employed to audit the books of the Society; and 2) to review the Society's annual audit and present it to the Board of Directors.

Illinois Heritage 21


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