NAVA BYLAWS
BYLAWS OF THE NORTH AMERICAN VEXILLOLOGICAL ASSOCIATION
CHAPTER 1. GENERAL
§ 1.01. Definitions.
| (a) Association. The North American
Vexillological Association (NAVA). |
| (b) Act. The General Not For Profit
Corporation Act of 1986 of the State of Illinois,
as from time to time amended. |
| (c) Articles of incorporation. The
document, including amendments, filed by the
association on March 19, 1968, as amended. |
| (d) Executive board. The association's
board of directors. |
| (e) Person. An individual or a for-profit
or nonprofit organization.
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| (f) Member. An active, associate, organizational or honorary member of the
Association as defined in Chapter 3.
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(g) Voting member. A member who is entitled to vote at meetings of the
Association. Voting members comprise active members and organizational members.
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§ 1.02. Status.
| The association is an Illinois not-for-profit
corporation organized under, and subject to, the
provisions of the Act. |
§ 1.03. Purposes and limitations.
§ 1.04. Relationship with international vexillological associations.
| (a) The association may be a member of
international vexillological associations. |
| (b) The president, or if the president cannot
attend, another voting member selected by action
of the executive board, shall represent the
association at any meetings of international
vexillological associations. |
| (c) To the extent practicable, the
association's representative shall consult with
and seek direction from the executive board. |
(d) The association's representative may not:
| (1) obligate the association to take
any action in conflict with the Act,
other law, the articles of incorporation,
or these bylaws; |
| (2) create a binding financial
obligation for the association; or |
| (3) enter into any contract or
execute any instrument without the
approval of the executive board. |
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§ 1.05. Fiscal year.
| The association's fiscal year shall begin on
the first day of January and end on the last day
of December of each year. |
§ 1.06. Books and records.
| (a) The association shall keep correct and
complete books and records of account and shall
also keep minutes of the proceedings of its
members and executive board, and shall keep at
the registered or principal office a record
giving the names and addresses of the voting
members. |
| (b) All books and records of the association
may be inspected by any member, or his or her
agent or attorney, for any proper purpose at any
reasonable time. |
§ 1.07. Registered office and agent.
| The association shall continuously maintain a
registered office and agent in the State of
Illinois. |
§ 1.08. Amendment.
| (a) These bylaws may be amended at any annual or
special meeting of the voting members, provided that a
copy of the proposed amendment shall have been delivered
to all voting and nonvoting members with the meeting
notice. Bylaws amendments shall require an affirmative
vote of two-thirds of the voting members present and
voting at the meeting. |
| (b) Any proposed amendment submitted by a
member must be received by the secretary not
later than ninety days before the date of the
meeting, except that the executive board in its
discretion may permit a proposed amendment to be
submitted after this deadline if the proposed
amendment is received before the secretary
delivers the meeting notice. |
| (c) Any amendment must be consistent with the
Act, other law, and the articles of
incorporation. |
| Adopted: |
November 18, 1967 |
| Last Amended: |
October 10, 2004 |
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