By-Laws of the Geocachers of Northeastern Illinois

GONIL By-Laws

Article I: Organization Name
The name of the organization is 'Geocachers of Northeastern Illinois', hereafter referred to as GONIL.

Article II: Purpose
GONIL shall exist as a not-for-profit recreational organization, formed to promote and protect the family-oriented activity of geocaching in Northeastern Illinois, through education, cooperation between geocachers and land managers, and FUN!

Article III: Membership
Section 1. Eligibility

Any individual shall be eligible for membership, provided they agree to abide by the bylaws and rules of the Organization.

Section 2. Membership

Active Member - Membership in GONIL shall remain open to all interested persons who support the goals as described in Article II. Each applicant for membership shall be required to register online at the GONIL website, thereby providing the Organization with an active email address and geocaching alias. Once the applicant has provided the above information, the applicant shall be considered a member of GONIL. Membership will needed to be renewed each year.

Voting Member- Any Active Member who is at least 18 years of age and a resident of Northeast Illinois (as defined by Article III Section 3) and provides the Organization with name, verifiable address, phone number, active email address and geocaching alias, will be eligible to vote. Voting membership will need to be renewed each year. For those who are not residents of these counties but have been active participants of Caching within the GONIL area and wish to participate in GONIL's election process can petition the Board for Voting Privileges (see Article III Section 4) .

Section 3. GONIL Boundaries Defined

GONIL shall comprise the following 9 Northeast Illinois counties:

Cook, Dupage, Grundy, Kane, Kankakee, Kendall, Lake, McHenry and Will.

Section 4. Waiver of Residency

Those who wish to participate in the GONIL voting process but do not live within the geographical region (as described in Article III Section 3) may petition the Board for a waiver. The waiver shall be based on the criteria established by the board with a minimum of the following: The applicant should have some interest in the business of GONIL as a whole. For example, cached in the GONIL area within the last year, or participated in GONIL events within the last year. The applicant will also need to provide all of the information required by a regular voting member. As of the printing of this Charter GONIL wishes to be inclusive in our membership but the Board reserves the right to guard the best interests of GONIL. Applications for waivers may be made at any time. An application for waiver needs to be submitted to the Secretary no later than 30 days prior to a vote in order to make the applicant eligible for that vote. The Secretary will notify the board of the application and a vote will be taken upon the request. If approved the board will notify the applicant of his/her application status. The waiver shall be good for 1 year. The application will need to be renewed each year.

Section 5: Disclosure

All information collected regarding membership will be kept strictly confidential and not be sold, reused, rented, traded, loaned or otherwise disclosed. GONIL does not sell, share, or otherwise disclose any personally identifiable information, including your name, address or e-mail address to any third parties. Only GONIL will have access to personally identifiable information provided by members. The collected information will be used for use for GONIL business only, such as membership verification, tracking, communication etc.. Furthermore, the information will be destroyed upon dissolution of GONIL per Article XII.

Section 6. Dues

GONIL 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.

Article IV: Board of Directors
The management and administration of the affairs of GONIL shall be governed by a Board of Directors consisting of nine (9) members: four (4) officers and five (5) Members-at-Large. The initial organizing Board of Directors may exceed 9 members, to be reduced at the time of the first election.

Duties: The Board of Directors shall oversee the affairs and business of GONIL. The Board will make policies and set guidelines to govern the affairs of GONIL. Business may be conducted via meetings, telephone, or other electronic means.

Voting: All members of the Board of Directors shall have equal voting rights with no more than one (1) vote per Board member. Board resolutions require a simple majority vote of a quorum (see Article XI), except for alterations to the bylaws (see Article VIII). At the President's discretion, Board 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 Board members of the vote.

Terms: A Board Member's term in office shall be one year. Terms will begin 30 days after elections are held and the winners announced. This will create an overlap period during which the new board will elect officers, familiarize themselves with their duties and prepare to take things over from the previous board. Board Members may be re-elected, there are no term limits. Vacancies on the Board may be filled, at the Board's discretion, through appointment by the Board followed by a simple majority confirmation vote by the voting members of GONIL.

Eligibility: All voting GONIL members in good standing, twenty-one (21) years of age or older who have joined GONIL no later than six (6) months prior to the official start of nominations are eligible to serve on the Board of Directors.

Selection of Board Members: See Article VII, Elections.

Board Member Activity: Board Members are required to attend 75% of the meetings and participate in Board discussions and decision making on a regular basis, including accessing the Board of Directors' Forum a minimum of once a week. Any Board Member who will be unable to participate as outlined above must notify the President before his or her absence.

Article V: Officers
GONIL shall have a President, a Vice President, a Treasurer and a Secretary. Officers are members of the Board of Directors and are elected by the Board. This election shall take place within the first 30 days after the regular annual elections are held and will be based upon self nomination.

The duties of the officers are as follows:

The President shall:

* Preside over all Association meetings and Board of Director meetings. * Sign contracts and agreements on behalf of GONIL.

The Vice President shall:

* Perform the duties of the President in the absence of the President. * Assist the President, the Board, and GONIL in duties as requested by the President.

The Treasurer shall:

* Be responsible for all income and expenses. * Keep accurate financial records. * Make timely deposits of all monies received. * Bill all those who owe money to GONIL. * Pay duly authorized expenses in a timely manner. * Make available financial records to GONIL for inspection and audit. * Make an annual report to the members. * Maintain a ledger describing GONIL property.

The Secretary shall:

* Record minutes of all meetings. * Maintain a file of legal documents and licenses of GONIL, past minutes, newsletter archives and other official documents. * Record and receive all copies of contracts and agreements consummated by GONIL. * Oversee notification of GONIL activities to the members. Notice of the date, time and location of meetings shall be given to members at least two weeks prior to the meeting. * Maintain a list of active members and officers. * Conduct and respond to correspondence as required.

Article VI: Membership Meetings
Meetings of the membership will be held annually at a minimum, or more often if required. 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, latest edition.

Article VII: Elections
All voting members may submit themselves for nomination for open positions on the Board of Directors. Any nominated person will be considered a candidate for the Board. A member is required to nominate himself or herself for the Board.

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 the start of voting.

Notification of the election of Board Members shall be given to the General Membership by publishing on the GONIL web site 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.

Voting for the Board of Directors will conclude at 11:59pm Central Time on the second Sunday in February of each year.

All voting members shall have equal voting rights with no more than one (1) vote per member per open Board position being voted on. All voting by the members will be handled electronically.

The candidates who receive the most votes will be given the open Board positions being voted on. In the event of a tie between candidates for an open position, a run off election will be held at the earliest opportunity. Terms will begin 30 days after elections are held and the winners announced.

If a vacancy comes to exist on the Board it may be filled, at the Board's discretion, through appointment by the Board followed by a simple majority confirmation vote by the voting members of GONIL.

Article VIII: Bylaws
The Board will be solely responsible for the bylaws of GONIL. The Board may adopt, amend, or repeal the bylaws only after a minimum of seventy-two (72) hours of advance notice (providing the specific contents of the proposed action) is given to each Board member. The Board may then approve any proposed bylaw change with a two-thirds vote.

Article IX: Disciplinary Action
As determined by the Board, any member whose actions are deemed to run counter to the best interests of GONIL shall be subject to disciplinary action. Any permanent action taken shall be with a two-thirds vote of the Board. Disciplinary actions that may be taken include removal from the Board or the revocation of membership.

Should the Board feel that disciplinary action is necessary, the Board will schedule a vote and contact the member to be disciplined at least 14 days prior to said vote to ensure that the member can have an opportunity to speak in his or her defense. The board may, however, impose temporary suspension of membership while said vote is pending by a simple majority vote. There is no appeal process.

Article X: Non-Discrimination Clause
GONIL shall not discriminate against people on the basis of race, color, sex, religion, national origin, age, disability, sexual orientation, or any legally protected characteristic.

Article XI: Quorum
A two thirds majority of board members will constitute a quorum for Board meetings and votes.

Article XII: Termination
Dissolution of GONIL may occur by a two-thirds vote of the Board of Directors. In the event of dissolution, all remaining assets (except personal information that has been collected regarding GONIL members), if any, shall be transferred to the nearest not-for-profit geocaching-related organization approved by the Board. Any and all personal information regarding members that has been collected will be destroyed. The transfer of assets and destruction of personal information shall be completed at the earliest opportunity

Article XIII: Property, Funds, and Assets
All income received by GONIL shall be deposited in an operations fund. The monies in the operations fund shall be used to the support missions and activities of GONIL as determined by the Board of Directors.

GONIL shall maintain all funds in any bank or savings and loan association whose deposits are insured by an agency of the United States. The Board of Directors shall determine the financial institutions used for this purpose. All checks drawn from checking accounts and withdrawals from savings accounts shall require the signature of an officer of the board.

The approval of the Board is necessary for the allocation of funds over seventy-five dollars ($75) for any purpose. Any board officer may allocate funds up to and including seventy-five dollars ($75) without seeking Board approval.

Article XIV: Name & logos
The GONIL name & logos are trademarks of GONIL. Usage rights are given to active members for personal and non-commercial use unless said use is deemed to run counter to the best interests of GONIL, as determined by the Board of Directors. Common use of GONIL logos will be set forth upon the 'Members Logos' page of our website. Any other use of the GONIL name and/or logos is prohibited in any manner, except as approved in writing by the Board of Directors.