BYLAWS

of the

Section 1.        NAME.  The organization shall be known as the Illinois Coin Machine Operators Association.

Section 2.        OFFICES.  The principal office and the registered office shall be the same and shall be located in the State of Illinois.  The organization shall continuously maintain in the State of Illinois a registered agent, as required for the Illinois Not-for-Profit Corporation Act.

Section 1.        PURPOSE.  The objectives and purposes of this association are:  to promote and develop friendly relationships among its members; to collect, compile, and make available to members, data and information relative to the coin operated music and amusement machine business; to provide a medium for the exchange of experiences, discussion, and for the study of industry problems; to promote research and investigation; to aid members in dealing with special problems; to advocate just and proper laws and regulations relative to the industry; to co-operate with government officials and agencies for the improvement of the coin operated music and amusement machine industry; to represent the industry and its members; to promote convenience and improvement in the industry and to do all things necessary and desirable for the benefit of the public and for the welfare of the association's members.  This association is organized as a not for profit corporation in the State of Illinois and no part of the income may inure or benefit any member or individual.

Section 1.        MEMBERS. 

                          A.      Shall include any person,firm, or corporation engaged in the operation of a minimum of twenty-five (25) or more coin operated music or amusement machines in the State of Illinois, or any person who is interested in the coin operated amusement machine business as a manufacturer, distributor, supplier, or other capacity, and who shall be entitled to one (1) vote per company.

Section 2.        MEMBERSHIP UNIT.  Each person, firm or corporation, or other business unit shall hold only one (1) membership in  the association as membership is based on the business unit.

Section 3.        ELECTION OF MEMBERSHIP.  After completing the application form designated by the Board of Directors, members shall be elected by an affirmative vote of two-thirds of the Board of Directors present at a regular Board of Directors meeting.  Applicants rejected by the Board of Directors may reapply six (6) months after the board vote.    

Section 4.        TERMINATION OF MEMBERSHIP.  A member may be expelled after a hearing and an affirmative vote of two-thirds of the directors at a Board of Directors meeting for the non-payment of dues or assessments as set forth in Article IV of these Bylaws, or where it was shown that the member engaged in unlawful activities or other activities which reflected badly on the association.  However, no member may be denied membership or suspended or expelled on the basis of race, creed, color, sex or national origin.

Section 1.        ANNUAL DUES & MEMBERSHIP ASSESSMENT.   The Board of Directors shall determine from time to time the dues and assessments payable by the members.

Secion 2.         DELINQUENT DUES & MEMBERSHIP SUSPENSION & TERMINATION.  Dues are payable in advance before the beginning of each fiscal year.  Ninety (90) days after the beginning of the fiscal year, the Board of  Directors may suspend, or in accordance with Article III, Section 4 of these Bylaws, the Board of Directors may terminate any member who has not paid his dues.  A member may be reinstated by the Board of Directors after payment of all past dues, or by reapplying and being accepted for membership.

Section 3.        DELINQUENT ASSESSMENTS & MEMBERSHIP SUSPENSION & TERMINATION.  When any member shall be in default in the payment of assessments for a period of ninety (90) days from the date such assessments became payable, the Board of Directors may suspend such member, or, in accordance with Article III, Section 4 of these Bylaws, the Board of Directors may terminate that member.  A member may be reinstated by the Board of Directors after payment of all past assessments, or after two (2) years non-membership may reapply for membership.

Section 4.        FISCAL YEAR.  The fiscal year of the association shall be from October 1, to September 30, inclusive.

Section 1.        OFFICERS.The organization shall have a President, a First Vice-President, three (3) Vice Presidents, a Secretary, and a Treasurer.  The officers shall be elected at the annual meeting, and shall serve for one (1) year, or until their successors have been elected and qualified.  Officers may be re-elected for one (1) additional term, except that the three (3) Vice Presidents are not restricted in the number of terms they may serve.  Officers shall receive no compensation for their services but may be reimbursed for all necessary expenses incurred on behalf of the association subject to approval by the Board of Directors.  All officers shall be either employees or owners of a business unit that holds a membership in this association.

Section 2.        DUTIES.  The officers shall have the following duties:

                            A.    PRESIDENT.  The President shall preside at all meetings of the membership and Board of Directors.  The President shall appoint committees not otherwise selected, sign, together with the Secretary or Treasurer, or one of two other designated representatives of the ICMOA headquarters office staff, all checks, approve written contracts, and other obligations of the association, and perform such other business as the association may direct or other duties as his office may require.

                          B.      FIRST VICE-PRESIDENT.  The First Vice-President shall assume the office of President if it is vacant for any reason until the end of the term, and shall act as President.  During the absence or incapacity of the  President, the First Vice-President shall perform the duties and have the powers of the President.  In the event of the death or permanent incapacity of the President, the First Vice-President shall become President for the unexpired  term, providing that a First Vice-President succeeding to the office of President under such conditions and serving for less than one (1) year may also be elected to a full one-year term.

                          C.      VICE-PRESIDENTS.  The Vice-Presidents shall serve as members of the Executive Committee and perform such other duties as may be assigned by the President of the Board of Directors.

                          D.      SECRETARY.  The Secretary shall keep the minutes of the meetings of the membership and Board of Directors, shall notify the members and Directors of their meetings, and shall perform such other acts as are   incidental to his office.

E.             TREASURER.  The Treasurer shall receive monies from the Secretary, deposit them in the bank, or as the Board of Directors provide.  He shall pay all bills incurred by the organization, sign all checks, written    contracts, and other obligations of the organization in place of the Secretary together with the President, shall cause an annual audit to be made of the association's account books by a Certified Public Accountant,

F.              and shall perform such other acts as are incidental to his office.

Section 1.        MEMBERS.  Members on the Board of Directors shall be composed of the officers, not more than five (5) past-presidents, and fifteen (15) other Directors.  All Directors shall be either employees or owners of a business unit that holds a membership in the association.  Directors shall hold office for three (3) years or until their successors have been qualified.  One-third of these Directors shall be elected each year.

Section 2.        DUTIES AND POWERS.  The Board of Directors shall manage the affairs, funds, and property of the organization.  They have the authority to: retain or employ any counsel, assistants, or agents they deem necessary to conduct the business of the organization; designate their titles; define their duties; and fix their compensation.  The Board of Directors will fill any vacancy in any office or on the Board of Directors for the unexpired portion of the vacant term.

A.     Any board of director who is no longer associated with his original member company must submit a letter of resignation to the board.

B.     Any board of director who missed three (3) consecutive meetings shall be notified of a hearing for removal from the Board.  The hearing will take place at the next consecutive meeting.

C.     The Board of Directors will allow for up to three (3) Associate Directors.  Applicants for Associate Directors must have a sponsor from the Board and must be interviewed by the nominating committee before being appointed.  Associate Directors have all rights and duties as regular board members, but may not vote.  Associate Directors serve a one-year term.  Member companies are allowed a maximum of one Board Member.

D.    A director or Officer may send written permission with a designated person to execute a proxy vote in his/her absence for a maximum of three (3) meetings a year.

Section 3.        MEETINGS.  The Board of Directors shall hold an annual meeting and such other meetings as the President, or any eight (8) Directors may call. Prior to all meetings the Directors shall receive three (3) days notice of the time, date, and location.  Thirteen (13) voting Directors shall constitute a quorum and a majority of those present shall control.

Section 4.        NOMINATIONS.  At least one hundred and twenty (120) days prior to the annual membership meeting, the President shall appoint a nominating committee of five (5) members of the Board, approved by the Board of Directors, who shall nominate the officers and directors for the ensuing year.  The nominating committee shall meet and submit its list of nominees to the members of the association not less than thirty (30) days preceding the annual meeting date.

Section 5.        OPPOSITION TICKET.  Members in good standing constituting ten percent (10%) of the voting membership of the association may put up a ticket in opposition to that recommended by the nominating committee by submitting the same to the members not less than twenty (20) days preceding the election date, which "ticket" shall be endorsed by themselves in writing.          

Section 6.        VOTING.  Every regular member who has paid his dues shall be entitled to vote.  Cumulative voting for Directors is not permitted.

Section 7.        EXECUTIVE COMMITTEE. There shall be elected by the Board of Directors two (2) members thereof, who, with the President, the First Vice-President, three (3) Vice-Presidents, the Secretary, the Treasurer, and the immediate Past President shall constitute an Executive Committee.  They may exercise the powers of the Board of Directors when the Board of Directors is not in  session.  Six (6) members of the Executive Committee shall  constitute a quorum and meetings shall be called by the President who shall be committee chairman or by four (4) members thereof.

Section 1.        MEMBERSHIP MEETING.  The Board of Directors shall designate a time and location for the annual membership meeting.  The Secretary shall give each member at least thirty (30) days notice of such meeting.

Section 2.        SPECIAL MEMBERSHIP MEETINGS.  The President or the Board of Directors may call special membership meetings at such times and locations as they designate.  The Secretary shall give each member at least five (5) days written notice of said meeting but said notice need not state the purpose of the meeting.  Thirty (30) members or more may request a special membership meeting by delivering an application which states the purpose of said meeting, signed by them, to the President at the registered office.  The President shall then call a special membership meeting within thirty (30) days.

Section 3.        QUORUM.  Twenty percent (20%) of the members entitled to vote shall constitute a quorum at any membership meeting.  A majority of those present shall control.

Section 1.        EXECUTIVE STAFF.  The Board of Directors may retain an Executive Vice-President who shall be paid a sum which is mutually agreed upon.  The Executive Vice-President shall manage and represent the association according to policies and procedures set forth by the Executive Committee.

Section 2.        RULES OF ORDER.  "Roberts' Rules of Order" shall be  the parliamentary authority for all matters or procedure not specifically covered by these bylaws.

Section 3.        DISSOLUTION.  The association shall use its funds only to accomplish objectives and purposes specified in these bylaws and no part of said funds shall inure, or be distributed, to the members of the association.  On dissolution of the association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Section 1.        The committee, not to exceed the extent of its funds, shall indemnify any and all of its directors, officers, employees, or agents or former directors, officers employees or agents against claims, liabilities, expenses and costs actually and necessarily incurred by him or his estate in connection with or arising out of any civil action in which he is made a party by reason of his being, or having been, a director, officer, employee or agent, if he acted in good faith and in a manner he reasonably believed to be in accordance with the law and the best interests of the Committee, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful.  In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Committee is advised by counsel that the person to be indemnified acted within the foregoing standards.  The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled.

Section 1         AMENDMENT.  These bylaws may be amended or repealed and new bylaws adopted by a majority of the Directors present at either a regular or special meeting of the Board of Directors if they have received at least fifteen (15) days notice of the intention to amend or repeal or add new bylaws at such regular or special board meeting.  These bylaws may be amended or repealed and new bylaws adopted by an affirmative vote of two-thirds of the members present and entitled to vote at any membership meeting, provided that written notice of the proposed amendment has been given to each voting member at least fifteen (15) days prior to the meeting date.