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ARTICLES OF INCORPORATION

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ARTICLES OF INCORPORATION

    ARTICLES OF INCORPORATION

    of the

    Illinois Home Inspectors’ Association

1. Name. The name of the corporation shall be the Illinois Home Inspectors’ Association.

     2. Registered Office. The location of the principal office and of the registered office of the

    corporation is 1305 Pine Valley Court, Springfield, Illinois 62704. The board of directors

    shall have authority to change said principal and registered office from one location to

    another, and to establish such branch offices as may be deemed necessary.

     3. Registered Agent. The name of the corporate registered agent is John Dunn, Executive

    Director. The name of the registered agent may be changed at any time by vote of the

    board of directors.

     4. Purpose. The purpose of the corporation is to RAISE AWARENESS AND PROVIDE

    INFORMATION ABOUT THE HOME INSPECTION PROFESSION THROUGH

    MONITERING AND PROMOTION OF LEGISLATIVE ISSUES.

     5. Powers. The corporation shall have and enjoy all of the rights, privileges, immunities

    and powers provided by the laws of the State of Illinois respecting a “not for profit

    corporation.”

     6. Administration. The administration of the affairs of the corporation shall be vested in a

    board of directors, the number of which and the qualifications of which shall be

    prescribed by the by-laws, and the board of directors shall exercise or shall direct the

    exercise of all the rights and powers conferred upon the corporation by the laws of the

    State of Illinois and by the articles of incorporation. The board of directors may appoint

    an executive committee consisting of such number of directors and having such powers

    and duties as may be provided in the by-laws.

7. Duration. The duration of the corporation shall be perpetual.

    BY-LAWS

    of the

    Illinois Home Inspectors’ Association

    ARTICLE I

    Membership

Section 1. Eligibility for Membership and Classification. All Illinois licensed home

    inspectors. All Illinois licensed home inspector businesses, and firms doing business with home

    inspectors in the State of Illinois. Full membership, with the right to vote, shall be a licensed

    home inspector in good standing with the Department of Financial and Professional Regulation.

    Associate membership type A will be licensed Inspection Firms in good standing with the

    Department of Financial and Professional Regulation. Associate membership type B will be all

    firms doing business with Illinois home inspectors. Charter Membership will be all members

    registered by September 1, 2006.

Section 2. Qualification, Acceptance, Termination, Resignation and Expulsion. Any

    eligible individuals, business firm or organization shall become a qualified member of the

    Association upon acceptance of his or its application for membership and upon the initial

    payment of dues.

Membership shall terminate automatically upon the nonpayment of dues for a period of 30 days

    after such dues become payable unless the board, which may suspend its operation for a further

    period of up to 30 days, suspends the operation of this clause.

Resignation of a member, other than for nonpayment of dues, shall be presented in writing and

    may be accepted on behalf of the Association by the Executive Director.

The Executive Committee, after providing a fair and reasonable hearing, may expel any member

    from membership on any of the following grounds:

    a. Conviction of a felony or other notorious act;

     b. Bankruptcy;

    c. Violation of any provision of the Articles of Incorporation or By-Laws of the Association;

    d. Unauthorized use of the name of the Association or the membership card of the

    Association for trade or business purposes;

    e. Discontinuation of an individual, business firm or organization’s eligibility to be a

    member;

    f. Any other acts, which, in the opinion of the Executive Committee, are detrimental to the

    objectives and policies of the Association;

A member shall have the right to be represented by counsel at any hearing before the Executive

    Committee for expulsion, if he so desires. The Association’s counsel shall also be present at

    such hearing.

    Section 3. Representation. Each full member shall have one vote at any regular or special meeting of the members. A member may designate any one (1) officer, or member, as its

    authorized representative. The authorized representative may vote on behalf of such members.

    Section 4. Dues. A schedule of annual dues may be established by action of the Board of Directors. The annual dues of each member shall be payable in advance.

    Section 5. Meetings. The annual meeting of the members shall be held in September or October at a time and place fixed by the Board of Directors. A special meeting of the members may be

    called by the President of the Board or the Board of Directors at any time. Except as otherwise

    required by statute, the Association shall send to all members notice of the time and place of

    each annual or special meeting at least seven days prior to the date thereof. The notice of a

    special meeting shall state the purpose of the meeting. Twenty-five members shall constitute a

    quorum at any meeting of the members. Except as provided in these by-laws, any question as to

    procedure shall be determined according to Roberts Rules of Order.

    ARTICLE II

    Board of Directors

    Section 1. Districts. To insure representation of the board from all sections of the state as well as for administrative and other purposes of the Association, the state shall be divided into the

    following 2 districts:

District 1. District 1 shall include all areas of the State above Illinois Route 80.

District 2. District 2 shall include all areas below Illinois Route 80.

Section 2. Composition of Board; Manner of Election and Qualification of Board Members.

    The Board of Directors shall consist of 11 elected Directors and those persons hereinafter

    specified, whose manner of election and qualifications shall be as follows:

     A. Seven Directors shall be elected from Districts 1, four Directors shall be elected from

    District 2, Such Directors are hereinafter sometimes referred to as “District Directors”.

    A District Director shall be a resident of the district from which he is elected and the

    residence of a District Director for the purpose of compliance with these by-laws shall be

    deemed to be the business address of such Director.

     B. The President, Vice President, Secretary, and Treasurer, of the Association shall be

    members of the Board of Directors and will be the Executive Committee.

     d. Each former President of the Board shall be a member for the one year immediately

    following the end of his or her tenure as President.

    The Board of Directors shall be divided into two classes such that fifty percent (50%) of the Directors elected shall be elected each year, and each District Director and shall hold office for a term of two years, or until a successor has been elected and qualified.

Section 3. Nomination. At least ninety days prior to the annual meeting of the members, the

    President of the board shall appoint a “Directors Nominating Committee” with the approval of the Board of Directors. Such committee shall contain at least two members from each district. Such committee shall select one nominee for each district director to be elected at the annual meeting of members for that year. Such committee shall file its report with the Association at least 20 days prior to the date of the annual meeting, and the Association shall send a list of the committee’s nominees to the members at least seven days prior to the date of the annual meeting. Any member of the Association may make additional nominations for District Directors’ at the

    annual meeting; provided that a member may only make a nomination for a District Director for the district in which such member resides; and provided further that no member may make such additional nominations unless he shall have filed notice with the president of the Association at least fifteen (15) days before the date of the annual meeting listing the persons whom he proposes to nominate and stating whether the nominations are for district director , and enclosing a petition favoring each such nomination signed by at least twenty-five members who, in the case of a nominee for district director, must reside in the district of the nominee.

Section 4. Election. The Directors shall be elected each year during the annual meeting. This

    election shall be carried out through live vote and not through a mailed ballot. If there are more nominees then director positions available the vote shall be carried out through written ballot system.

Section 5. Meetings. The Board of Directors shall meet not less than four times a year at times

    and places fixed by the President of the board. Meetings of the board may be held at any time on at least two days’ notice on call of the President of the Board, or on written request of seven Directors filed with the Association. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, through the use of a conference telephone or equipment, pre-arranged and initiated solely by the Association or its designee, by means of which all persons participating in the meeting can communicate with each other, and participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

    Section 6. Vacancies. Should a vacancy occur on the board of directors because of resignation or other cause, the board may fill the vacancy but the director so elected shall possess the same

    qualifications as required for the Director whose un expired term is being filled and the Director

    so elected shall serve only for the remainder of the term.

    Section 7. Quorum. 51 percent of the members of the Board of Directors shall constitute a quorum.

Section 8. Voting. The act of a majority of the Directors present at a meeting at which a

    quorum is present shall be the act of the Board of Directors. Any question as to procedure at a

    meeting of the Board, which is not provided for in the by-laws, shall be determined according to

    Roberts Rules of Order.

    ARTICLE III

    Officers

    Section 1. Officers Defined. The elected officers of the Association shall be the Past President, President, Vice President, Treasurer, and Secretary. The Board of Directors may create such

    other offices and appoint such other Officers’ as it may deem advisable.

     Section 2. Nominations. Nominations for President, Vice President, Treasurer and Secretary shall be made by an “Officers Nominating Committee” appointed by the President of the board

    with the approval of the Board of Directors. Any Director may nominate any eligible person for

    any of such offices at the Board meeting at which the election occurs. Those nominated may be

    selected from the Board of Directors, or from persons eligible for election as Directors, but may

    not be elected to any such office unless first elected to the Board of Directors.

    Section 3. Election. The President, Vice President, Treasurer, and Secretary shall be elected by the membership at the annual meeting of the Association.

    Section 4. Compensation. Elected officers and directors of the Association shall serve without compensation but will be compensated for direct expenses necessary to fulfill the duties of there

    office.

    Section 5. Term of Office. The term of office for all officers shall be one year. Officers can hold their position for no more that 2 consecutive years.

    Section 6. Vacancies. In the event of the temporary absence or temporary disability to perform the duties of his office on the part of the President of the Board, the Vice President, the Treasurer,

    the Secretary, the Executive Committee shall designate someone to perform the duties of such

    office during the period of such absence or disability.

In the event of the death, resignation or permanent disability of the President of the board, the

    Vice President, the Treasurer, the Secretary, the Executive Committee, with the approval of the

    Board of Directors, shall designate a President of the Board, The Vice President, Treasurer, or

    Secretary for the remainder of the unexpired term.

    Section 7. Appointed Officers. The president, and any other appointed officer shall be appointed by the board of directors and shall have such authority, duties, tenure and

    compensation as may be decided by the board of directors.

    ARTICLE IV

    Duties of Officers

    Section 1. President. The President of the board shall be responsible with the Board of Directors for the formation of the general policies of the Association, shall be the chairman of

    the executive committee, shall preside at all meetings of the members and the Board of Directors

    and, with the approval of the Board of Directors or the Executive Committee, shall appoint and

    discharge all committees and may require reports in writing from them to the Board of Directors.

    The President of the board shall be ex-officio a member of all the committees of the Association

    with the exception of the Officers Nominating Committee.

    Section 2. Vice President. The Vice President of the board shall be a member of the Board of Directors, the Executive Committee, the Financing Committee, if any, and shall have such other

    express authority and duties as may be granted by the board of directors, or delegated by the

    President of the board.

    Section 3. Executive Director. Subject to the policies and direction of the Board and the Executive Committee. The Executive Director shall be the chief executive and administrative

    officer of the Association and the principal spokesman. With the advice and counsel of the

    President, the Board of Directors and the Executive Committee, the Executive Director shall be

    responsible for the formation of the general policies of the Association and shall be in charge of

    operation, organization and staff. The Executive Director shall be an ex-officio member of all

    the committees of the Association. The compensation for the Executive Director will be

    negotiated between the Executive Director and the Board of Directors and shall be executed by a

    written contracted.

Section 5. Executive Vice President. The board of directors may create the position of

    executive vice president and may designate the duties of the position.

    Section 6. Vice Presidents. The board of directors may create one or more positions of vice president and may designate the duties of each of these positions. Each vice president will have

    senior responsibility in his or her assigned areas. All vice presidents shall report to the president

    or, in the discretion of the president, to the executive vice president.

    Section 7. Treasurer. The treasurer shall perform the duties usually pertaining to his office.

    Section 8. Secretary. The secretary shall be responsible for maintaining the organizational records of the Board and for taking and maintaining a record of all meetings of the Board of

    Directors and the Executive Committee.

    Section 10. Committees. Only members and authorized representatives of members of the Association may serve on committees. Only committee members shall be entitled to vote on any

    matter submitted to the committee at a meeting or by mail and all questions shall be decided by a

    majority vote. A committee chairman shall be designated by and serve at the pleasure of the

    President, but shall serve as a committee’s chairman for no longer than two consecutive years. A

    committee chairman shall preside at all meetings of the committee and shall be responsible for

    the formation of that committee’s policies. Each committee shall be responsible for maintaining

    a record of its activities. Any question as to procedure at a committee meeting which is not

    provided in the by-laws shall be determined according to Roberts Rules of Order.

    ARTICLE V

    Miscellaneous

Section 1. The fiscal year of the Association shall end on June 30.

Section 2. These by-laws may be amended by a majority of the members of the board of

    directors present and entitled to vote at any regular or special meeting.

    ARTICLE VI

    Dissolution

Upon dissolution of the Association, its property, and assets shall be distributed as follows:

     a. All liabilities and obligations of the organization shall be paid, satisfied and discharged,

    or adequate provisions shall be made.

     b. Assets held by the organization upon condition requiring return, transfer, or conveyance,

    which conditions occurs by reason of dissolution, shall be returned, transferred, or

    conveyed in accordance with such requirements.

     1. Remaining assets shall be distributed among such charities as may be designated by

    the board of directors.

     2. All dues collected and other income of the Association must be used for the purpose

    of the organization and shall not be to the benefit of any individual members.

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