ILGCA By-Laws

Article I – Name and Purpose

Article II – Membership

Article III – Board of Directors/Executive Committee

Article IV – Committees

Article V – Events/General Meetings

Article VI – Elections

Article VII – Allocation of Funds

Article VIII – Logo

Article IX – Bylaws

Article X – Non-Discrimination Clause

Article XI – Disciplinary Action

Article XII – Dissolution

Article XIII – Parliamentary Authority

Article XIV – Statement of Conflict of Interest

ARTICLE I – NAME AND PURPOSE

Section 1: Name

The name of the organization shall be the Illinois Geocaching Association, hereafter referred to as the ILGCA.

Section 2: Purpose/Mission

The purposes of the ILGCA are to:

Work closely with the Illinois Department of Natural Resources (DNR), and other state, local, and property management officials to safeguard the rights of individuals to geocache in the state of Illinois.
Provide an opportunity for geocachers in the state of Illinois to gather, socialize, and establish a community.
Promote the “Cache In Trash Out” and “Leave No Trace” programs to help in the maintenance of parks and trail systems.
Educate Illinois geocachers about the responsible use and protection of our natural resources.
Educate those new to geocaching, the state, local, and property management officials, and anyone else interested in the sport of geocaching to help achieve overall community appreciation and promote all points above.

ARTICLE II – MEMBERSHIP

Section 1: Eligibility

Any geocacher over the age of sixteen (16) shall be eligible for membership provided they agree to abide by the bylaws and rules of the organization.

Section 2: Membership

Member: Membership in the ILGCA shall remain open to all interested persons who support the goals as described in Section 2 of Article I. Each applicant for membership shall be required to register online at the ILGCA website providing the organization with name, address, e-mail address, and geocaching alias, as well as other information deemed necessary for contact and identification of a candidate. Once the applicant has provided the above information, the applicant shall be considered a member of the ILGCA.

Voting Member: Any Member who is at least eighteen (18) years of age, and a resident of the State of Illinois.

Section 3: Dues

The ILGCA has no official dues or monetary charges for membership. In the future, dues may

be established as deemed appropriate and voted on by the Board of Directors and the Executive Committee.

ARTICLE III – BOARD OF DIRECTORS/EXECUTIVE COMMITTEE

Section 1: The Board/The Committee

Board of Directors

A Board of Directors (BOD) shall govern the management and administration of the affairs of ILGCA. The BOD is responsible for setting policy and governing the organization. Its main focus is to uphold the original intent of the ILGCA and ensure its goals are being maintained and that its bylaws are being adhered to. It holds the power to conduct business and delegate that power as needed to an agent of the Board. They will also maintain and approve all website content.

Executive Committee

Under the umbrella of The Board of Directors, ILGCA shall have an Executive Committee (EC). The Executive Committee will consist of five (5) Officers and up to six (6) other members. The number shall depend on the number of local Illinois geocaching associations that would like to have a representative on the committee, or if it is deemed that Directors-at-Large are needed to fulfill additional duties tasked by the BOD or the EC. They shall perform their duties as prescribed by these bylaws and by the parliamentary authority adopted by the organization. Business may be conducted via in-person meetings, telephone, or other electronic means.

All Members of the Executive Committee Shall:

Meet with the Board of Directors to set the organizational objectives for the year.
Perform any duties, in addition to those defined in these bylaws, which may be required to support the objectives of ILGCA.

Section 2: Voting

All members of the Board of Directors and the Executive Committee shall have equal voting rights with no more than one (1) vote per member. BOD and EC resolutions require a simple majority vote and a quorum. A quorum is set at a two-thirds majority. At the BOD’s and EC’s discretion, business that requires a vote may be conducted via telephone or electronic means for issues that require immediate action, provided that a reasonable attempt is made to notify all members of the vote.

Section 3: Terms of Office

Board of Directors

The members of the Board may serve for life, until they decide to leave the Board, or until they are asked to vacate the position. See Article III, Section 1

Executive Committee

An Executive Committee member’s term in office shall be approximately two years, beginning at the first board meeting held following the annual general election. New committee members will have immediate access to committee communication tools but should refrain from resolution votes until the start of their term. Committee members may be re-elected. Individuals elected to fill vacancies will serve the remainder of the standard term of office.

Section 4: Eligibility

All active members twenty-one (21) years of age or older who have been actively geocaching for a minimum of six (6) months are eligible to serve as an Officer on the Board of Directors or The Executive Committee. All active members eighteen (18) years of age or older who have been actively geocaching for a minimum of one (1) year are eligible to serve as a Director-at-Large on The Executive Committee.

Section 5: Board and Committee Member Activity

All BOD and EC members are required to attend 75% of the meetings and participate in discussions and decision-making on a regular basis. Any member who will be unavailable for BOD or EC business for an extended period must notify the BOD or EC before his or her absence from business. Any member not meeting this requirement may be asked to vacate their position.

Board of Directors and Executive Committee Meetings: See Article V – Events/General Meetings

Selection of Board of Directors and The Executive Committee: See Article VI – Elections

Section 6: Executive Committee Officers

The ILGCA shall have a President, a Vice President, a Treasurer, a Secretary, and a Member at Large. Directors-At-Large are members of The Executive Committee and are appointed either by a majority vote of the EC during the first meeting after the general election or by the local Illinois Geocaching Association that would like a representative on the Committee.

Section 7: Duties

The President shall:

Be accountable to the Board of Directors and Members of the ILGCA.
Initiate and preside over all general meetings of the Association and Executive Committee’s meetings.
Have the duties and powers assigned according to Robert’s Rules of Order in addition to those particularly specified in these bylaws.
Sign contracts and agreements on behalf of the ILGCA.
Be responsible for the general management and direction of the affairs and the operations of the ILGCA, to achieve the annual objectives set forth by the Board of Directors and the Executive Committee.
Delegate specific duties to the EC and/or committees as appropriate.

The Vice President shall:

Perform the duties of the President in his/her absence.
Assist the President, the EC, and the ILGCA in duties as requested.
Oversee committee chairs for events.
Make arrangements for scheduling meeting dates and locations.
Maintain the tangible assets of the ILGCA in a safe and usable condition with the assistance of other members to ensure that the purchase and maintenance of all tangible assets is done in the most efficient and cost-effective way.

The Treasurer shall:

Be responsible for all income and expenses including, but not limited to, billing all those who owe money to the ILGCA and paying all duly authorized expenses in a timely manner. This should be done to ensure that the ILGCA does not incur any late fees, fines, or financial penalties.
Be responsible for holding ILGCA monies and depositing funds in a timely manner. If the Treasurer is unable to do so, an officer or director-at-large will be appointed.
Keep accurate financial records. A statement consisting of a beginning balance, monies received, monies dispersed, and ending balance for each month shall be prepared for each meeting of the Executive Committee.
Make an annual financial report following the structure of the monthly statements available to members to be presented at the first Board of Directors and Executive Committee meeting after the general election.
Keep a record of all receipts and deposits.
Make sure all taxes are filed.
Renew the organization’s filing with the State of Illinois and/or Federal IRS as the law may direct.
Work in tandem with BOD founder on deposits/withdrawls as the ILGCA bank account will be under the founder’s address.

The Secretary shall:

Oversee the recording, collection, and organization of the history of the ILGCA.
Record minutes of all meetings to be posted to the ILGCA website in a timely manner.
Maintain a file of legal documents and licenses of the ILGCA, past minutes, newsletter archives, and other official documents.
Record and receive all copies of contracts and agreements consummated by the ILGCA.
Conduct and respond to correspondence as required.
Provide notice of the date, time, and location of meetings to the membership in a timely manner including, as needed, notices of elections to fill vacancies on the Executive Committee.
Keep track of nominations and send out ballots during the election process
Maintain a current and accurate list of members and directors.

The Member-at-Large shall:

Act as the counter of the votes during the election of the Executive Committee at the annual membership meeting, with the assistance of one (1) other individual to be elected by the attending membership for such purpose, The membership shall appoint a replacement vote counter to assist in the counting of the votes for said office if the Member at Large in charge of vote counting is running for the EC position.
Monitor, report, and respond to incoming inquiries via the website, email, and social media.
Provide an editable agenda prior to all meetings, giving ample time for review by the members of the EC.

The Directors-at-Large shall:

Be charged with promoting and supporting ILGCA at a local level.
Promote geocaching in local and county park systems by being the local liaison or appointing the same; work with Park Managers to ensure safe and approved geocaches in their parks.
Meet with the Board of Directors to set the organizational objectives for the year.

If they are a representative of a local already-established Illinois geocaching association, they will be the liaison between the ILGCA and their association. They will also have an ILGCA voting voice for their association’s concerns, ideas, or Illinois geocaching growth.
Meet with the Board of Directors to set the organizational objectives for the year.

Section 8: Removal

BOD or EC members may ask to vacate their position, or they may be asked to leave by the existing BOD or EC. BOD Members may be removed by a two-thirds vote of the members of BOD. EC Members may be removed by a two-thirds vote of the members of the adjoined BOD and EC. Examples of conditions under which a BOD or EC member may be removed include, but are not limited to: breach of confidentiality, failure to disclose a conflict of interest, failure to exercise the duties of a BOD or EC member, or failure to attend 75% of BOD or EC meetings. The member in question is not eligible to vote in their own dismissal, regardless of the situation in which they are leaving.

Vacancies: See Article VI – Elections

Section 9: Compensation

All Board of Directors and Executive Committee Members shall not be compensated for their service except for reimbursement of reasonable expenses incurred in carrying out their role.

ARTICLE IV – COMMITTEES

The BOD may appoint standing, temporary, or special committees to advance the work of the ILGCA. Such committees shall always be subject to the final authority of the BOD.

The ILGCA shall own and maintain a website and domain name (ILGCA.org). It shall be maintained by the Board of Directors or their designees.

ARTICLE V – EVENTS/GENERAL MEETINGS

Section 1: Board of Directors Meetings

Board of Directors meetings will be held a minimum of once a quarter (four times a year). Any BOD member may call a special meeting which will be held pending the availability of the BOD members. BOD members will be notified of meetings via e-mail, text, or telephone discussions. A member of the Executive Committee must be present at any BOD meeting. (See Article III, Section 2).

Section 2: Executive Committee Meetings

Executive Committee meetings will be held a minimum of six times a year (bi-monthly) and may be held in conjunction with the BOD meetings. Meeting times, location, and frequency are at the discretion of the EC members. The BOD may, at their discretion, vote to call a special meeting of the EC. Members will be notified of meetings via e-mail, text, or telephone discussions. A member of the Board of Directors must be present at any EC meeting (See Article III, Section 2).

Section 3: General Membership Meetings

General Membership Meetings will be held annually at a minimum, or more often if required. General Membership meetings can be virtual or hybrid if necessary. All members and interested parties are invited to attend and participate in the meetings. All meetings will be conducted in accordance with Robert’s Rules of Order, Newly Revised (see Article XIII).

The purpose of the general membership meetings shall be to discuss current and future initiatives, solicit involvement in ILGCA initiatives, and provide a forum for the exchange of information among members. Agenda items may include cache hunts, slideshows or videos of geocaching areas and activities, or educational presentations, among other things.

Section 4: Association-Sponsored Events

All Association-Sponsored events are to be approved by the Board of Directors. Event ideas may be brought forward by any member in good standing. Non-association-sponsored events are encouraged and may display the “Member of the ILGCA” label. These events are the responsibility of the individual member.

ARTICLE VI – ELECTIONS

Board of Directors

The Board of Directors consisting of four (4) to seven (7) members will be self-perpetuating in that the BOD itself will nominate and elect new board members. A majority vote of the BOD is required for the election of new board members. See Article III, Section 1

The Executive Committee

Section 1: Nominations

All active members may submit nominations for open positions on the Executive Committee. If two (2) or more members nominate an individual that person will be considered a candidate for the Committee if willing. A member shall not be permitted to nominate himself or herself for the Committee. No response from the nominee will be considered a rejection. A nominee can only accept a nomination for one office. Once a nomination is accepted the nominee will be placed on the ballot for the office of the accepted nomination. Nominations will be accepted at least one month prior to the start of voting for each election, providing sufficient time to determine the candidates for the election. Nominations will be accepted up until one week prior to the election. The nomination process will be conducted in an online forum that will be provided by the ILGCA EC for each ILGCA EC election.

Section 2: General Elections

Notification of the general election of committee members shall be given to the General Membership by publishing on the ILGCA website and any social media outlet attached to ILGCA at least fourteen (14) days prior to the conclusion of voting. Voting will begin as soon as the General Membership is notified of the election. All voting members in good standing will have one (1) vote per member for the purpose of electing the Executive Committee. Election to a position will be by a simple majority of the voting members. Elections will take place via online forum and will last for two weeks to allow members time to make an informed voting decision. In the event of a tie, the Board of Directors will serve as the tiebreaker. If there is not enough member interest/eligibility in the positions, the BOD will carry out the duties of the Executive Committee until such a time that this can be rectified.

Section 3: Quorum

Two-thirds (⅔) of the Board of Directors or Executive Committee will constitute a quorum for BOD and EC meetings.

Section 4: Committee Vacancies

If an Executive Committee member vacates their position before the end of their two-year term, the process to determine a replacement will depend on the duration of the term already served. All positions filled through these means shall be for the remainder of the term that was vacated. See sections 5 and 6 below.

Section 5: Vacancies That Must Be Filled

If the position is vacated more than three months prior to an annual election, the vacancy must be filled. If a position is vacated within the three months prior to an annual election, the vacancy may be filled. (See Section 6.) Positions vacated that must be filled, shall be offered to the first runner-up candidate from the previous general election. If the first runner-up does not accept the position, it shall be offered to the second runner-up, and so on. If none of the candidates accept the position, a special election will be held to fill the vacancy in the same manner as a general election.

Section 6: Vacancies That May Be Filled

When a vacated position may be filled as noted above, the Executive Committee may operate, at its discretion, with only the remaining members until the position can be filled in the next general election. In that case, the candidates with the highest vote totals in the general election will first fill the available two-year term positions and the candidate with the next highest vote total will fill the remainder of the term for the vacated position. If the remaining Executive Committee feels that they cannot operate efficiently with only the remaining members, the vacated position may be filled in the same manner as described in Section 5 above.

Section 7: Officer Vacancies

All vacancies affecting officer positions must be addressed immediately. If the Presidency is vacated, the position will be assumed by the Vice President until the first meeting after the next general election. Vacancies for the positions of Vice President, Treasurer, or Secretary will be filled by another Executive Committee member through a majority vote of the Executive Committee. The replacement will serve in that position until the first meeting after the next general election. When an officer vacancy coincides with an empty seat on the EC, replacement of the officer may be delayed until the EC position is filled if the duties of the vacant officer position are maintained by other officers in a way that does not affect business as usual.

ARTICLE VII – PROPERTY/ASSETS/ALLOCATION OF FUNDS

All income received by the ILGCA shall be deposited in an operations fund. The monies in the operations fund shall be used to support the missions and activities of the ILGCA as determined by the Board of Directors.

There shall be no distribution of ILGCA funds, property, or assets to its members except in support of the mission and activities of the ILGCA as determined by the Board of Directors.

The approval of the BOD is necessary for the allocation of funds over five hundred dollars ($500) for any purpose. Financial matters involving amounts of five hundred dollars or less may be handled at the Executive Committee’s discretion.

The fiscal year of the ILGCA will coincide with the calendar year.

ARTICLE VIII – LOGO

The logo is a trademark of the ILGCA; usage rights are given to members for any personal and non-commercial purpose. Any other use of the ILGCA logo is prohibited in any manner, except as approved by the Board of Directors.

ARTICLE IX – BYLAWS

The Board of Directors of the ILGCA will be solely responsible for the bylaws of the ILGCA. The BOD may adopt, amend, or repeal the bylaws with a two-thirds vote of approval. A notice will be posted to the General Membership when any amendments or alterations are made.

ARTICLE X – NON-DISCRIMINATION CLAUSE

The ILGCA shall not discriminate against people based on race or ethnicity, national origin, gender identity, sexual orientation, religion, age, being differently abled, or any legally protected characteristic.

ARTICLE XI – DISCIPLINARY ACTION

As determined by the Board of Directors, any member whose actions are deemed to run counter to the best interests of the ILGCA shall be subject to disciplinary action. Any action taken shall be with a two-thirds vote of the BOD and EC. Disciplinary actions that may be taken include removal from the BOD, EC (See Article III, Section 5), or the revocation of membership.

Should the BOD feel that disciplinary action is necessary, the BOD will schedule a vote and contact the member to be disciplined to ensure that the member can have an opportunity to speak in their defense if they so choose. There is no appeal process.

Comments or posts made to either the website or any ILGCA social media site are subject to the rules of that site or application and access may be revoked by the administrators of those sites/applications after that person has had one formal warning. The BOD must be notified prior to either action.

ARTICLE XII – DISSOLUTION

Dissolution of the ILGCA may occur by a two-thirds majority vote of the Board of Directors in addition to a majority vote of the ILGCA voting membership. In the event of dissolution, all remaining assets and funds, if any, shall be transferred to the nearest non-profit geocaching-related or natural resources organization approved by the BOD.

ARTICLE XIII – PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised (https://robertsrules.com/), shall govern the ILGCA in all cases in which they are not inconsistent with these bylaws and any other special rules of order the organization may adopt.

The Basic Standard of Robert’s Rules of Order:

The formal steps in handling a motion are the making of a motion, having a second, stating the motion, having a debate on the motion, putting the motion to a vote, and announcing the results of the vote. Action could be taken informally without going through these steps by using unanimous consent.

ARTICLE XIV – STATEMENT OF CONFLICT OF INTEREST

All ILGCA Board of Directors, Executive Committee, and General Members shall avoid any conflict between their individual, professional, or business interests and the interests of the ILGCA. Upon any deemed conflict of interest by a member, notice shall be given to the BOD and the EC and that member shall then refrain from discussing or voting on any related issue.

Approved by ILGCA Board of Directors Sunday, January 21st, 2024