ICMOA PAC By-Law

BYLAWS
of the
ILLINOIS COIN MACHINE OPERATORS ASSOCIATION POLITICAL ACTION COMMITTEE
Revised: 1/31/91

ARTICLE I: NAME & DEFINITIONS

The name of this political action committee is Illinois Coin Machine Operators Political Action Committee (hereinafter referred to as the ("Committee"). It is a voluntary, non-profit, unincorporated committee of the Illinois Coin Machine Operators Association. The Committee, to the extent practical, shall be politically nonpartisan. ARTICLE II: PURPOSES The purposes of the Committee are: (1) to promote and strive for the improvement of government by encouraging and stimulating Illinois Coin Machine Operators to take a more active and effective part in governmental affairs.

(2) to encourage coin machine operators to understand the nature and actions of their government as to important political issues and to be aware of the qualifications of elected officials and candidates for elective office in the State Government.

(3) to protect, and encourage the private enterprise system by encouraging members and others to participate in the political process.

(4) to encourage qualified candidates to seek elective office.

(5) to assist Illinois Coin Machine Operators in organizing themselves for more effective political action and in carrying out their civic responsibilities.

(6) to receive contributions and to expend the monies so contributed to assist, by means of direct financial contributions, candidates for elected offices, political action committees, and others whom it is believed are in general agreement with the objectives and purposes of this committee.

(7) to solicit funds for the purposes set forth herein by mail, by personal contact, and by any other lawful means.

(8) to do any and all things necessary or desirable for the attainment of the purposes stated above.

ARTICLE III Section 1: Members

Regular -- The regular members of the ICMOA Political Action Committee shall be those individuals who are operator members in good standing of the Illinois Coin Machine Operators Association.

Associate -- The associate members shall include any person NOT engaged in the operation of coin operated music or amusement machines in the State of Illinois, but who is interested in the coin operated amusement machine business as a manufacturer, distributor, supplier, or other capacity.

Section 2: Contributions

Contributions to the ICMOA-PAC shall be subject to the approval by the Executive Board and such funds shall be disposed of at its direction, except as otherwise stated herein.

ARTICLE IV: EXECUTIVE BOARD Section 1: Powers

The Executive Board of the Committee shall have general supervision and control of the affairs and funds of the Committee and shall establish the policies of the Committee. The members of the Board shall serve without compensation.

Section 2: Composition

The Executive Board shall consist of at least five (5) and not more than nine (9) individuals who are coin machine operators in the State of Illinois including not more than two (2) associate members who serve on the Executive Board without voting privileges. Such membership of the Executive Board insofar as is practical, shall reflect a cross-section of businessmen in the Illinois Coin Machine Operators industry.

Section 3: Terms

The members of the Executive Board shall be appointed by the ICMOA Executive Committee for a term of two (2) years or until their successors are appointed and qualified. Terms of the Executive Board members shall be established so that approximately one-half of the members terms expire at the end of every year.

Section 4: Vacancies

Vacancies in the Executive Board must be filled by the action of the ICMOA Executive Committee by the appointment of a person or persons to hold office for the remainder of any unexpired terms.

ARTICLE V: OFFICERS Section 1: Designations

The general officers of the Executive Board shall be a Chairman, a Vice-Chairman, and Treasurer and such other officers as the Executive Board shall determine. The Treasurer shall be authorized to receive contributions and make expenditures of the funds so contributed, all with the advice and consent of the Executive Board.

Section 2: The Chairman

The Chairman shall be the chief elected officer of the Committee, shall preside at all meetings of the Executive Board and shall be an ex-officio member of all committees appointed by the Executive Board pursuant to Article VII hereof.

Section 3: Treasurer & Assistant Treasurer

The Treasurer shall perform such duties as are customarily performed by the Treasurer of a committee or as shall be prescribed by the Executive Board, all in accordance with the applicable laws of the Illinois Campaign Financing Act pertaining to Political Action Committees and such regulations as may from time to time be adopted by the Illinois Campaign Financing Act, and any and all other applicable laws, regulations and rules pertaining to such committees either Federal or State.

The Treasurer shall be the custodian of the funds of the Committee, shall prepare and present a financial report at each Annual Meeting or at such other time or times designated by the Board, and shall be an ex-officio, voting member of all committees appointed by the Board pursuant to Article VII hereof.

The Treasurer shall collect all dues and other funds or contributions of the Committee pursuant to and in accordance with the applicable laws and regulations of the Illinois Campaign Financing Act pertaining to Political Action Committees, and with the advice and consent of the Chairman or the Executive Board thereof, except as otherwise provided herein. All expenditures made by or on behalf of such Committee shall be by check and signed by the following officers -- Chairman, Vice-Chairman, Treasurer or Assistant Treasurer, according to the check signing policy set forth below:

a. Checks drawn on any ICMOA-PAC account in the amount of $300.00 or more shall be signed by two (2) officers of the Executive Board.

b. Checks drawn on any ICMOA-PAC account less than $300.00 may be signed by one (1) officer member of the Executive Board and one (1) staff person who is assigned to perform services for the ICMOA-PAC.

There may be an Assistant Treasurer whose duties shall be prescribed by the Board. In the event of a vacancy in the office of Treasurer, the Assistant Treasurer, if any, shall perform all duties of Treasurer until an appointment is made to fill said vacancy.

Section 4: Accounting

The Treasurer shall be a member of all committees and shall keep detailed accounts of: a. All contributions made to or for ICMOA-PAC, and its State funds.

b. To the extent required in each instance, by either Federal or State law, the full name, mailing address, occupation and principal place of business of a person or committee making a contribution and the date and amount thereof.

c. All expenditures made by ICMOA-PAC, and its State funds.

d. The full name and mailing address (Occupation and principal place of business, if any) of every person or committee to whom or on whose behalf any expenditure is made, and the date and amount thereof.

e. Receipted bills, stating the particulars for every expenditure made by ICMOA-PAC and its State funds as required by State law.

f. Such other books or accounts as may be required in the conduct of the business of ICMOA-PAC.

Section 5: Vacancies

The Executive Board may fill vacancies in offices of the Committee by appointment for the remainder of the unexpired term subject to approval by the ICMOA Executive Committee.

ARTICLE VI: MEETINGS Section 1: Annual Meetings

The annual meeting of the ICMOA-PAC shall be held at such times as determined by the Executive Board which are concurrent with the annual membership meeting of ICMOA.

Section 2: Special Meetings

Special meetings of the Executive Board may be called by the Chairman on his own initiate or upon the written request of any three (3) members of the Board.

Section 3: Notice of Meetings

Notice of all regular and/or special meetings of the Executive Board shall be in writing and shall be mailed to members of the Executive Board at least five (5) days prior to the time of the meting, but notice of a special meeting may be made by telephone to each individual at least two (2) days prior to the time of the meeting; such notice of a meeting may be waived by the Executive Board members and appearance at a meeting shall constitute a waiver of notice thereof.

Section 4: Attendance at Meetings

If any member shall fail to attend three (3) consecutive Executive Board meetings, without being duly excused from such attendance by such Board, his membership on the Board will automatically terminate and be vacated and the President of ICMOA shall appoint a replacement for this vacancy to fulfill the unexpired portion of his term.

Section 5: Quorum

A majority of the Executive Board shall constitute a quorum for the transaction of business at any regular or special meeting.

ARTICLE VII: COMMITTEES Section 1: Executive Board

The Executive Board of the Committee, by resolution adopted by a majority of the directors in office, may designate and appoint an Executive Committee of the Board which shall consist of three (3) members to the extent provided in such resolution, shall have and exercise all of the authority of the Executive Board, except that such committee shall have no authority in regard to amending, altering or repealing the Bylaws or electing, appointing or removing any member of the Executive Board or any director, officer or member of the Committee.

Section 2: Other Committees

The Committee shall have such other committees as the Executive Board determines are necessary and desirable for carrying out its purposes and objectives.

ARTICLE VIII: BOOKS, RECORDS, & FINANCES Section 1: Books & Records

Adequate books and records shall be kept by the Committee as required by law. The books and records of the Committee may be audited as determined by the Executive Board.

Section 2: Deposits

The funds of the Committee shall be deposited in a separate, segregated fund to the credit of the Committee in such bank or depository as the Executive Board may select.

ARTICLE IX: AMENDMENTS to CONSTITUTION & BYLAWS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds majority vote of the members of the ICMOA Board at a regularly called meeting of the Board, provided that at least ten (10) days written notice is given to each member of the Board if the intention is to alter, amend, repeal, or to adopt new Bylaws at such meeting, which changes are subject to approval by the ICMOA Board of Directors. ARTICLE X: DISSOLUTION The ICMOA-PAC Committee may be terminated at any time by a majority vote of the Board of Directors of the Illinois Coin Machine Operators Association. Upon termination or dissolution of the Committee, any remaining amounts in the Committee's general fund shall be contributed to the Wayne E. Hesch scholarship fund. ARTICLE XI: INDEMNIFICATION The Executive Board, not to exceed the extend 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, in 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.

ICMOA Illinois Coin Machine Operators Association