GAOI ByLaws

ARTICLE I: NAME

The name of this not-for-profit corporation shall be the Geothermal Alliance of Illinois (GAI).

ARTICLE II: MISSION STATEMENT

The GAI brings together an exceptional group of unaffiliated professionals, with a unified voice:

* to promote and expand the uses of geoexchange technology

* to help assure and maintain the highest level of proficiency in the construction and installation of geoexchange systems

* to establish a talent pool in Illinois to nurture the design, implementation, operation, and installation of this highly-efficient renewable energy technology.

ARTICLE III: PURPOSE

The purpose of this Alliance shall be to:

Section 1 Further the understanding of geothermal systems, in regards to their comfort, efficiency, installation and green attributes.

Section 2 Inform the public about the energy efficiency of renewable geothermal technology in a way that will encourage the use of geoexchange technology, help conserve natural resources, and protect the environment.

Section 3 Plan and execute promotional and educational programs, materials, and activities for members, consumers, trade allies, legislators, and other influential individuals or agencies.

Section 4 Monitor legislative and regulatory activities in the state of Illinois and elsewhere, and promote decisions favorable to the geothermal industry.

Section 5 Remain free from any political or manufacturing affiliation.

Section 6 Perform other functions as authorized by the Board of Directors which are allowed under Illinois law for non-profit corporations.

ARTICLE IV: JURISDICTION

Section 1 The territorial jurisdiction of the Alliance shall be limited to the state of Illinois.

ARTICLE V: CLASSES OF MEMBERSHIP

The Alliance shall be composed of the following classifications of membership:

Contractor, Manufacturer, Distributor, Utility, Associate, Designer/Architect/Engineer, Educational, Friend and Honorary. Contractor, manufacturer, distributor, and utility memberships shall be in the name of the member organization.

Section 1 A Contractor member is one who is certified as a loop installer or an equipment installer by a GAI-approved association.

Section 2 A Manufacturer member produces Air-Conditioning and Refrigeration Institute (ARI) certified geothermal systems for sale in Illinois.

Section 3 A Distributor member is an independent HVAC wholesaler of ARI certified geothermal systems; or other geothermal materials (non-equipment related) related to the industry.

Section 4 A Utility member is an electric utility (investor-owned, cooperative and municipal) that provides retail electric service in Illinois, or an association of these utility providers.

Section 5 A Designer/Architect/Engineer member is a professional who is experienced in the design of geothermal systems, and has attended GAI-approved training specifically targeting geothermal applications.

Section 6 An Associate member is any company or individual (not a contractor member) who does not meet the eligibility criteria of the other membership classifications but who is identified with the industry and who is in good standing.

Section 7 Honorary membership may be conferred as a mark of respect on persons who have rendered outstanding service to the geothermal industry or this Alliance. Honorary members do not have voting privileges.

Section 8 Friend of the Industry membership may be given to those individuals who are not directly connected with the industry, but are interested in moving Geothermal ahead in the marketplace. This class of membership is non-voting.

Section 9 Educational membership is extended to teachers and instructors interested in advancing knowledge of the geothermal industry. This class of membership is non-voting.

ARTICLE VI: MEMBERSHIP

Section 1 Eligibility. All geothermal industry personnel or organizations of good moral character and who are credible in business as well as the area in which they reside, and who qualify for membership as per Article V, are eligible for membership in this Alliance upon meeting the following obligations:

paying membership fees as hereinafter specified;
agreeing to comply with and be bound by the Articles of Incorporation, with these Bylaws and any subsequent amendments thereto, the Alliance Code of Ethics, and with such rules, regulations and policies as may be adopted by the members of by the Board of Directors;
agreeing to use the services of the organization and to pay all related dues and fees for such services as may be adopted by the Board of Directors.

Section 2 Application. Application for membership shall be made in writing and in a form acceptable to the Board of Directors with appropriate documentation and collateral materials as may be required by the Board of Directors for its ` consideration. Applicants must agree to abide by the Alliance Code of Ethics, their Bylaws, and any other regulations adapted by the Board of Directors or the membership of this Alliance. Applications for membership shall be approved by the GAI.

Section 3 Membership Dues and Fees. Annual membership dues and fees shall be determined by the Board of Directors.

Section 4 Benefits. Applicants approved and accepted by this Association, upon full payment of dues and any other fees as required by the Board of Directors, shall be members of this Alliance and while in good standing shall be entitled to the full benefits, services, and privileges available to its members.

Section 5 Non-liability for Debts. The property of the members shall be exempt from execution for the debts of the Alliance and no member shall be liable or responsible for any debts or liabilities of the Alliance.

Section 6 Termination of Membership. A membership shall automatically expire or terminate if and so soon as a member 1) resigns or withdraws membership, or 2) is expelled from membership. The resignation, withdrawal or expulsion of a Member shall be affected as follows:

a. A Member may resign or withdraw from the membership by causing written notice to that effect to be delivered to any officer of the Alliance or the Board of Directors at least 30 days prior to the date upon which such resignation or withdrawal shall be effective.

b. A Member may be expelled from the Alliance for failing to comply with any of the Bylaws, or the rules and regulations adopted by the Members or the Board of Directors, but such expulsion shall be effected only in accordance with the following procedure: The Secretary, upon being so directed by the Board of Directors, shall serve written notice on the affected Member, setting forth there in the non-compliance that has taken, or is taking place, and calling upon the Member to, and giving at least 30 days during which it may, cease or correct the non-compliance. After the expiration of the time allowed in such notice, the Board of Directors if it determines that the Member has failed to cease or correct the non-compliance, shall cause the Secretary to serve at least 14 days’ written notice on the Member, informing it of the time and place of a Board meeting at which it may appear, through counsel or otherwise, and defend itself against the charge on non-compliance. After ample opportunity and time have been allowed at such Board meeting for a consideration of both the charge and the defense, the Board of Directors may, by a simple majority vote, withdraw the charge of non-compliance or allow further time for a correction or cessation of the same, or, by the affirmative vote of at least two-thirds of all the Directors, expel the Member from the Alliance.

Section 7 Effect of Termination of Membership. Termination of membership in any manner shall operate as a release of all right, title, and interest of the member in the property and assets of the Alliance; provided, however, that such termination of the membership shall not release the member from the debts or liabilities or such member to the Alliance, nor forfeit the rights of such member with respect to any credits already entered to its account at time of termination.

ARTICLE VII: MEETINGS OF MEMBERS

Section 1 This Alliance’s meetings shall be devoted to the business of the Alliance and at all times preference shall be given to topics relating to the welfare and instruction of its members and the furtherance of its objectives.

Section 2 Annual Meeting. The annual meeting of the members shall be held annually between January 1 and April 30 as required by Section 4 of this Article, at such time and place as shall be designated in the notice of meeting, for the purpose of electing Directors, passing upon reports covering the previous fiscal year and transacting such other business as may come before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Alliance.

Section 3 Special Meetings. Special meetings of members may be called by the Chairman, by action of the Board of Directors, or upon a written request signed by at least 30 percent of all the members and it shall be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings of the members may be held at any place specified in the notice of the special meeting.

Section 4 Notice of Members’ Meetings. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not more than 60 days before nor less than 10 days in the case of a special meeting nor less than 30 in the case of an annual meeting before the date of the meeting, either personally or by mail, by or at the direction of the Secretary. Failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at such meeting.

Section 5 Delegates. Each voting Membership shall be entitled to one voting delegate. Names of such delegates shall be certified and mailed to the Secretary of the Alliance at least ten (10) days prior to the annual meeting of the members.

Section 6 Quorum. No less than 20 percent of the Alliance’s voting member delegates must be present in person or by proxy to constitute a quorum. If less than a quorum is present in person or by proxy at any meeting, a majority of those present may adjourn the meeting with further notice.

Section 7 Voting. At all meetings of the members at which a quorum is present, all questions shall be decided by a vote of a majority of the member delegates voting thereon except as otherwise provided by law, the Articles of Incorporation or these Bylaws. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members. Voting delegates may designate an alternate.

Section 8 Proxy and Mail Voting. Voting by alternate or by mail shall be permitted, providing, as to mail voting, that communication from the member is in writing and signed by the authorized delegate and received before the meeting at which the action is to be taken. Voting by proxy shall be permitted at the annual meeting and special meeting of the members. Each member present may vote up to two signed and approved proxies of other members, in addition to his or her own vote.

Section 9 Order of Business. The order of business at the annual meeting of the members and, so far as practicable, at all other meetings of the members, shall be determined by the Board of Directors.

ARTICLE VIII: DIRECTORS

Section 1 General Powers. The business and affairs of the Alliance shall be managed by the Board of Directors which shall exercise all of the powers of the Alliance except such as are by law or by the Articles of Incorporation of the Alliance or by these Bylaws conferred upon or reserved to the members.

Section 2 Number, Election and Tenure. The Board shall consist of no more than 15 directors: no more than four from the contractor classification, no more than four from the utility classification, no more than four from the distributor and manufacturer classifications combined. Directors shall be nominated by members, subject to election by a majority of the votes cast at the annual meeting of members. Directors shall serve for terms of three (3) years beginning with the first board meeting following the election. During the first year of elections, 5 Directors should be elected to serve 3 years, 5 elected to serve 2 years, and 4 to be elected for a 1 year term. In the following years, directors shall be elected each year to fill those board positions open for election or vacant due to resignation. It is the goal (but not mandatory) that board members represent all geographic areas of the state.

Section 3 Qualifications. Directors shall be the voting representative of an Association member in good standing. If a person serving on the Board ceases being a full- time employee of a member, his seat on the Board of the Association shall, ipso facto and without any action by the remaining members of the Board, become vacant, and such vacancy shall be filled as provided in these Bylaws. All directors shall maintain membership in GAI.

Section 4 Vacancies. Subject to the provisions of Section 3 of this Article any vacancy occurring on the Board of Directors whether by death, removal, resignation, or disqualification of a Director, shall be filled by a majority vote of the Board of Directors of the Association, and any Director thus elected shall serve the balance of the term.

Section 5 Removal of Directors. Any member may bring charges against an officer or Director by filing them in writing with the Secretary together with a petition signed by 30 percent of the members, requesting the removal of the officer or Director in question. The removal shall be voted upon at the next regular or special meeting of the members and any vacancy created by such removal may be filled by the members at such meeting. The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against him shall have the same opportunity.

Section 6 Compensation of Directors. Directors as such shall not receive any compensation for their services but, by resolution of the Board of Directors, expenses for attendance may be allowed for attendance at meetings of the Board of Directors or for other official business of the Alliance. This does not imply the Alliance’s authorization of expenses for attendance of representatives of corporate members at any meetings of the members. Except in emergencies, no Director shall receive compensation for serving the Alliance in any other capacity, nor shall any close relative of a Director receive compensation for serving the Alliance, unless such compensation shall be specifically authorized the Board of Directors.

Section 7 Rules and Regulations. The Board of Directors shall have power to make and adopt such rules and regulations not inconsistent with law, the Articles of Incorporation of the Alliance, or these Bylaws, as it may deem advisable for the management, administration and regulation of the business and affairs of the Association.

Section 8 Audit and Accounting. The Board of Directors shall cause to be established and maintained a complete accounting system. The Board shall after the close of each fiscal year cause to be made a full and complete audit of the accounts, books and financial condition of the Alliance as of the end of the fiscal year. A written report of the audit shall be filed with such governmental agencies and other entities as may be required by law, and shall be submitted to the annual meeting of the members of the Alliance.

ARTICLE IX: MEETINGS OF DIRECTORS

Section 1 Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than by this Bylaw, immediately after, and at the same place as the annual meeting of the members, for the purpose of electing officers for the coming year. Other regular meetings of the Directors shall be held at such time and place as the Board of Directors may provide by resolution.

Section 2 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman or any three Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place for the holding of any special meeting of the Board of Directors called by them.

Section 3 Notice. Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given five days previous thereto, by written notice, delivered personally, by mail or email to each Director at his last known address and to each corporate member at the principal place of business. In an emergency the Chairman may order that a special meeting be held upon less than five days notice. If necessary, notice may be given by phone.

Section 4 Quorum. The presence of a majority of the Directors in office shall constitute a quorum and shall be required for the transaction of business. The affirmative votes of a majority of the Directors present at a meeting at which a quorum is present shall be required for any affirmative action to be taken; provided, that a Director who by law or these Bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action upon that matter, be counted in determining the number of Directors in office, and provided further, that, if less than a quorum be present at a meeting, a majority of the Directors present may adjourn the meeting from time to time, but shall cause any absent Directors to be duly notified of the time and place of such adjourned meeting.

Section 5 Voting. Each Director shall be entitled to one vote and there shall be no voting by proxy or by mail. However, voting by phone will be allowed if phone conferencing is available for a board meeting.

ARTICLE X: OFFICERS

Section 1 Election and Term of Office. The officers shall be elected annually by and from the Board of Directors, immediately following the annual meeting of the members. If the election of officers shall not be held at that time, such election shall be held as soon as possible.

Section 2 Removal. Any officer or agent elected or appointed to the Board of Directors may be removed by a majority vote of the full Board of Directors whenever in its judgment the best interest of the Alliance would be served thereby.

Section 3 Vacancies. Except as may be otherwise provided in the Bylaws, vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 4 Chairman. In the annual election for the office of Chairman, the Chairman may be reelected for a maximum of two consecutive terms. A former Chairman is not barred from seeking election again in the future, however the Chairman may serve only a maximum of two consecutive terms.

Section 5 Vice-Chairman. In the absence of the Chairman or in the event of his inability or refusal to act, the First Vice-Chairman shall perform the duties of the Chairman and, when so acting, shall have the powers of and be subject to all the restrictions upon the Chairman and shall perform other duties as from time to time may be assigned to him by the Board of Directors.

Section 6 Secretary. The Secretary shall:

Keep the minutes of the meetings of the members and the meetings of the Board or Directors in one or more books provided for the purpose;
See that all notices are duly given in accordance with these Bylaws or as required by law, including all notices of meetings required to be held by these Bylaws;
Be custodian of the corporate records and the seal of the Alliance and see that the seal of the Alliance is affixed to all certificates of membership prior to the issuance thereof and to all documents, the execution of which on behalf of the Alliance under its seal is duly authorized in accordance with the provisions of these Bylaws;
Keep records of each member which shall be furnished to the Secretary by such members;
Have general charge of the records of the membership;
Keep on file at all times a complete copy of the Bylaws of the Alliance containing all amendments thereto, which copy shall always be open to the inspection of any member, and at the expense of the Alliance forward a copy of the Bylaws and of all amendments to each member.
In general, perform all of the duties incident to the office of the Secretary and such other duties as may be from assigned by the Board of Directors.
The duties of Secretary and Treasurer may be combined into one officer position, pending action of the Board of Directors.

Section 7 Treasurer. The Treasurer shall:

Have charge of and responsibility for all funds and securities of the Alliance;
Provide for distribution of dues notices
Collection and reporting of membership dues
Preparation and presentation of an annual financial report.
The position of Secretary and Treasurer may be combined into one officer position, pending action of the Board of Directors.

Section 8 Executive Vice President. The Board of Directors may appoint an executive vice-president who shall serve as general manager and who shall not be a Director. The Executive Vice-President shall serve at the pleasure of the Board and shall receive such compensation as the Board may determine. He shall perform such duties, have such authority, and bear such title as the Board may determine.

Section 9 Reports. The officers of the Alliance shall submit reports covering the business and condition of the Alliance for the prior fiscal year at each annual meeting of members. The officers of the Alliance shall prepare sign and verify such annual reports as may be required by law.

ARTICLE XI: COMMITTEES

The Board of Directors, in addition to other powers and authorities granted to it by law and these By-laws, shall appoint such committees as it may deem proper and define the duties and prescribe the authority which such committees may exercise. Committee members shall be drawn from the membership, including the Board. Committees will be chaired by at least one member of the Board of Directors.

ARTICLE XII: CONTRACTS, CHECKS & DEPOSITS

Section 1 Contracts. Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Alliance, and such authority may be general or confined to specific instances.

Section 2 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Alliance shall be signed by such officer or officers, agent or agents, or employee or employees of the Alliance, and in such manner as shall be determined by resolution of the Board of Directors.

Section 3 Deposits. All funds of the Alliance shall be deposited to the credit of the Alliance in such depositories as the Board of Directors may select.

ARTICLE XIII: MISCELLANEOUS

Section 1 Fiscal Year. The dates when the fiscal year of the Alliance shall begin and end shall be fixed by the Board of Directors.

Section 2 Rules of Order. The conduct of the meetings of the Alliance, the Board of Directors, and of all committees shall be governed by the latest available revisions of Robert’s Rules of Order except as such rules may be inconsistent with these Bylaws.

Section 3 Waiver of Notice of Meeting. Whenever any notice is required to be given of any meeting by law or by the provisions of these Bylaws, a waiver thereof in writing signed by the person or persons on behalf of the organization or organizations entitled to receive such notice, whether before or after the date and time stated therein, shall be equivalent and have the same effect as the giving of such notice. Presence, without objection, at a meeting of a person or on behalf of an organization entitled to notice of the meeting shall also constitute waiver of notice.

Section 4 Resolving Tie Votes. Drawing by lot shall resolve tie votes for any election called for by these Bylaws or otherwise held by the Alliance.

ARTICLE XIV: NON-PROFIT OPERATION

Section 1 Non-Profit Operation. The Alliance shall at all times be operated on a non-profit, cooperative basis for the mutual benefit of its Members. The Alliance shall pay no dividends and no part of the net earnings of the Alliance shall inure to the benefit of any Member or individual.

Section 2 Dissolution and Liquidation. In the event of the dissolution or liquidation of the Alliance such shall be carried out consistently with the laws and statutes of the State of Illinois pertaining to non-profit corporations.

ARTICLE XV: AMENDMENTS

These Bylaws may be altered, amended or repealed by the affirmative vote of not less than two-thirds (2/3) of the members voting at any regular or special meeting of the members. The regular or special meeting notice of such meeting shall have contained a copy of the proposed amendment or alteration. After any amendment or alteration of these Bylaws has been so adopted, all Members shall be notified of such action as soon as conveniently possible.

ARTICLE XVI: INDEMNIFICATION

Each person who is or was a director, officer, agent or committee member of the Alliance, and each person who serves or has served at the request of the Alliance, as a director, officer, agent or committee member of any other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Alliance to the fullest extent permitted by the corporation laws of the State of Illinois as they may be in effect. The Alliance may purchase and maintain insurance on behalf of any such person against any liability asserted arising out of his or her status as such, whether or not the Alliance would have the power to indemnify such person against such liability under the laws of the State of Illinois.

ARTICLE XVII: LIABILITY

No director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit the liability of a director for any of the following:

A. A breach of the director’s duty of loyalty to the Alliance or its members;

B. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

C. A violation of the Illinois Not-For-Profit Act, as the same exists or hereafter may be amended;

D. A transaction from which the director derived an improper personal benefit;

E. An act or omission that is grossly negligent.

If the Illinois Not-For-Profit Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability contained herein, shall be eliminated or limited to the fullest extent permitted by the Illinois Not-For-Profit Act is so amended. No amendment or repeal of this Article shall apply to or have any effect on the liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of any such amendment or repeal.

ARTICLE XVIII: CODE OF ETHICS

Section 1 Members shall abide by this Code of Ethics:

A. I will be fair and just to all customers.

B. I will conduct myself in a professional manner and will not be unjustly critical of my fellow members or the Alliance.

C. I will have the integrity to refuse any project that will do an injustice to the consumer, my profession or myself.

I am committed to take advantage of new service techniques and technology made available by manufacturers, The International Ground Source Heat Pump Association (IGSHPA), or by the Geothermal Alliance of Illinois.
I will make every effort to promptly adjust any cause of client dissatisfaction.
I will for all installations, for which I am the principal designer, as determined by the Board of Directors, prepare a heat loss and heat gain calculation in accordance with accepted industry methods and abide by applicable codes.
I will insure that all installation work that I am responsible for will be installed and checked in accordance with the manufacturer’s recommendations and industry standards.
Upon completion of any system installation provided at my direction, I will acquaint the customer with the system operation and owner maintenance procedures.
I will promptly arrange to provide service by a qualified technician upon receipt of a customer’s request.