Illinois Chamber Tax Institute Charter
PURPOSE
The Board of Directors of the Illinois Chamber of Commerce considers federal, state and local tax law a fundamental public policy issue significant to Illinois business. The Board of Directors believes tax law is a high priority that demands the attention of responsible elected officials and opinion leaders due to the significant impact this subject has on the civic, social and economic future of the people and employers who reside and do business in Illinois.
The Board of Directors established the Illinois Chamber Tax Institute to serve as the Chamber’s primary resource for obtaining the benefit of members’ intellectual capital, experience and resources to help the Chamber educate, respond to and be a leader in influencing tax policy. The Board of Directors relies upon the Tax Institute to develop credible, reliable and timely issue-related materials, and to develop and recommend policy positions for the Board’s consideration and action.
The purpose of the Tax Institute is to aggressively and proactively promote the interests of the Illinois business community by advocating pro-business tax policies at the federal, state and local levels that will enable Illinois businesses to grow and prosper.
The Tax Institute provides a forum in which Illinois Chamber members with similar subject matter interest and expertise can work together to undertake and advance issues, develop action plans, provide programs and influence policies to achieve the Chamber’s strategic goals. The Tax Institute offers an opportunity for business coalitions, connections, collaboration, promotion and alliances.
The Tax Institute members are the Chamber’s primary sources for information, guidance, bill review and testimony regarding legislation that may be pending before the Illinois General Assembly, the United States Congress, or Illinois local governments. The Chamber looks to Tax Institute members for information, insight and analysis on initiatives and statements offered by the state’s public officials. As each Chamber council develops policy and recommends positions, the Board of Directors, with input from the Government Affairs Committee, will review and approve any policy or position prior to its release as an official position of the Illinois Chamber.
The Chamber recognizes that Tax Institute membership may reflect diverse organizations and may occasionally result in conflicting or competitive business interests and views, but that is by design: the Chamber seeks consensus solutions that address the common concerns and interests for what is best for the future of Illinois. The Tax Institute’s role is to look for solutions, build consensus, formulate action plans and offer leadership in facilitating positive change for Illinois business.
STRUCTURE AND OPERATIONS
Management: The Tax Institute is managed by an executive director, who serves as lead staff liaison to the membership. As a member of the Chamber staff, the executive director reports to the Chamber president and oversees the formulation of tax policies, drafting legislation, the review of and proposing changes to state tax rules, policies or procedures. The executive director is responsible for managing the activities, programs and communications of the Tax Institute.
In addition, the executive director:
- prepares notices, agendas, and minutes of all meetings of the membership;
- assembles, compiles, and disseminates information as directed by the executive committee;
- directs and supervises employees assigned to the Tax Institute;
- recommends the selection and retention of and supervises outside counsel, advisors and other professional service providers;
- prepares and distributes an annual report of the results of the undertakings and accomplishments of the Tax Institute for the calendar year;
- maintains and provides accounting records for dues revenue and expenses; and
- performs such other duties deemed important for the functioning of the Tax Institute.
Membership in good standing: A member is any person, entity or business engaged in commerce who pays annual Chamber membership dues plus annual Tax Institute membership dues. Persons, entities or businesses engaged primarily in the providing tax advice or counsel to other entities are not eligible for membership on the Tax Institute. The member must pay their dues within six months of their anniversary date.
Suspension and Termination of Membership: Membership of a person, entity or business may be suspended or terminated by a three-fifths vote of those members present at any regularly constituted meeting of the Tax Institute. Membership may be suspended or terminated for conduct determined by the membership to be detrimental to the mission and purposes of the Tax Institute or Chamber, or if a member becomes ineligible for membership. A member who is in default in payment of annual dues may be suspended or expelled by the executive director of the Tax Institute or the President and CEO of the Chamber.
Resignation: A member may resign by filing a written resignation with the executive director, but such resignation shall not relieve the member of the obligation to pay any dues, assessments or other charges previously accrued and unpaid.
Annual Dues: Tax Institute membership dues are to be paid annually to the Illinois Chamber. The level of membership dues is established by the Chamber, which may, from time to time, review and change the amount of the annual dues and establish the amount of any other assessments or charges. The Chamber will consult with the executive committee of the Chamber Tax Institute before making any changes to the annual membership dues level.
MEETINGS
The Chamber Tax Institute may meet at any time but shall meet at least once each quarter throughout a calendar year. Meetings of the members shall be held on days and times and at locations to be determined by the Executive Committee. The chairperson, executive director or the chairperson at the request of two or more Tax Institute members may call special meetings. Meetings may be in person or by conference call. The executive director shall maintain meeting minutes.
Each member is entitled to vote on matters brought before or decided by the Tax Institute. Members may delegate voting responsibility to a designated representative. Advance written notice of such designation must be provided to the chairperson or executive director. Any action may be taken without a meeting if written consent specifying the action is signed by three-fifths of all members entitled to a vote.
At any meeting, one half of the members shall be considered a quorum. An act of three-fifths of the members present at a meeting at which a quorum is present shall be an act of the Tax Institute.
Annual Meeting: Every other year an Annual Meeting of Members will be held to elect officers or appoint members of the Executive Committee and to transact such other business as may come before the meeting.
Notice of Meetings: Written notice stating the place, date and time of any meeting of members will be emailed not less than five days before the scheduled meeting.
OFFICERS AND COMMITTEES
Officers: Officers of the council shall be a chairperson, the executive director, and such other officers as may be elected or appointed by the membership. All officers other than the executive director must be employees of dues paying members of the Tax Institute.
Election and Term of Office: Officers will be elected every other year by the membership. Vacancies may be filled or new offices created and filled at any regular meeting or special meeting of the membership.
Each officer will be elected for a two-year term. Officers may be elected for consecutive terms. Officers and members of the executive committee shall not be liable either jointly or severally for any debts or obligations of the Tax Institute.
Any officer elected or appointed by the membership may be removed by the membership whenever, in the judgment of the membership, the best interests of the Tax Institute would be served thereby.
Chairperson: Subject to the direction and will of the membership, the chairperson shall be in charge of the business and affairs of the Tax Institute; shall see the resolutions and directives of the membership are carried into effect except in those instances in which that responsibility is assigned to some other person by the membership; and in general shall discharge all duties incident to the office of chairperson and such other duties as may be prescribed by the membership. He or she shall preside at all meetings of the members and of the executive committee unless that authority is expressly delegated to another officer. The Chairperson is automatically designated a member of the Chamber Board of Directors.
Committees: The chairperson may sometimes designate and appoint one or more committees comprised of members of the council for any purpose. Illinois Chamber of Commerce staff, or staff of any affiliate of the Illinois Chamber, may be assigned to assist any committee or subcommittee meetings of members. The executive director will be a member of all committees.
Executive Committee Membership: There shall be an executive committee of the Tax Institute which shall consist of:
- the President/CEO of the Illinois Chamber of Commerce;
- the executive director of the Tax Institute (as a non-voting member);
- the immediate past chairperson of the Tax Institute (to serve for two years);
- the chairperson of the Tax Institute; and
- three additional members elected at the same time and in the same manner as the officers of the ICTI. In a year where no immediate past chairperson is available to serve on the executive committee, four additional members, rather than three, shall be selected to serve on the committee.
Executive Committee Duties: The executive committee shall provide tentative approval and guidance to the executive director and the Tax Institute members regarding all state and local tax legislative, regulatory, and policy matters which are of substantial significance to the Tax Institute pending final consideration or approval of such matters by the membership or where appropriate by the Board of Directors or Executive Committee of the Illinois Chamber.
The executive committee shall also meet periodically and make recommendations to the membership regarding the level of funding and other necessary resources for Tax Institute activities.
A primary objective of the members of the Tax Institute is to assure sufficient funding to adequately finance a staff and program budget that ensures the Illinois Chamber has the necessary resources to effectively engage government decision makers in the development and administration of Illinois tax law.
AMENDMENTS TO THIS CHARTER
This Charter may be altered, amended or repealed by a vote of three-fifths of the members at any regular or special meeting of the members, provided that a copy of the proposed alteration, amendment or repeal shall be furnished to each member at least twenty days prior to the meeting at which the alteration, amendment or repeal is to be acted upon by the membership. The twenty-day notice provisions may be waived by an affirmative vote of three-fifths of the members at any regular or special meeting.
07.07.06
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