The IMSA Alumni Association operates following the Bylaws, which were originally ratified July 18, 2026. These bylaws considered its former governing documents and structure when initially drafted. The formal document is available as a pdf file. The text is available below.
BYLAWS
OF THE
NATIONAL ALUMNI ASSOCIATION
OF THE
ILLINOIS MATHEMATICS AND SCIENCE ACADEMY
1. Registered Office and Registered Agent. The Registered Office of NATIONAL ALUMNI ASSOCIATION OF THE ILLINOIS MATHEMATICS AND SCIENCE ACADEMY (the "Corporation") shall be located in the State of Illinois at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law, and the Registered Agent shall have a business office identical with such Registered Office. A Registered Agent so appointed shall consent to appointment in writing.
2. Change of Address. If the Registered Agent changes the street address of the Registered Agent's business office, the Registered Agent may change the street address of the registered office of the Corporation by notifying the Corporation in writing of the change and signing and delivering to the Illinois Secretary of State for filing a statement of such change, as required by law.
3. Change of Agent. The Corporation may change its Registered Agent at any time upon the filing of an appropriate notice with the Illinois Secretary of State.
4. Other Offices. In addition to the Registered Office of the Corporation, the Corporation may have such other offices as the Board of Directors may from time to time designate.
5. Limitation. The Corporation is organized exclusively for charitable and educational purposes under Internal Revenue Code Section 501(c)(3), or corresponding section of any future federal tax code.
6. Purposes. The purposes of the corporation are:
(a) To facilitate connections and fellowship among all Illinois Mathematics and Science Academy (IMSA) alumni,
(b) To offer various types of support to current IMSA students,
(c) To promote a continuing and lifelong relationship between IMSA and its alumni, and
(d) To aid in advancing the mission of IMSA.
7. Designations. The Corporation shall have three classes of members: Full Members, Automatic Members, and Honorary Members. Membership in each class shall be determined in the manner defined in Section 8, and each class shall have the rights and privileges described in Section 9.
8. Qualifications. An individual can become a Member of the Corporation as set forth below:
(a) Full Member. Any individual who attended and graduated from the Illinois Mathematics and Science Academy shall be considered a Full Member of the Corporation.
(b) Automatic Member. Any individual who attended the Illinois Mathematics and Science Academy for one or more academic semesters, whose cohort has graduated from the Academy, and who is not eligible for Full Membership, shall be considered an Automatic Member of the Corporation.
(c) Honorary Member. The Corporation may confer Honorary Membership upon any individual by a majority vote of the Members present and voting at an Annual Meeting, as defined in Section 18. Such individuals shall be considered Honorary Members of the Corporation.
9. Powers. Each class of Member shall have the rights and privileges set forth below:
(a) Full Member. Full Members shall be entitled to all rights and privileges of membership, including the right to vote on matters submitted to the Membership, be appointed an Officer, serve on the Board of Directors, and participate in all activities and affairs of the Corporation, subject to these Bylaws.
(b) Automatic Member. Automatic Members shall be entitled to all rights and privileges of membership, including the right to vote on matters submitted to the Membership and participate in the activities and affairs of the Corporation; however, Automatic Members shall not be eligible to serve as an Officer of the Corporation.
(c) Honorary Member. Honorary Members shall be entitled to participate in the activities and affairs of the Corporation and shall enjoy such other privileges of membership as may be provided by the Corporation; however, Honorary Members shall not have the right to vote, be appointed an Officer of the Corporation, or serve on the Board of Directors.
10. Powers. The management of all the affairs, property, and interests of the Corporation shall be vested in a Board of Directors. In addition to the powers and authorities expressly conferred upon it by these Bylaws and by the Articles of Incorporation, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts as are not prohibited by statute or by the Articles of Incorporation or by these Bylaws.
11. General Standards for Directors. A Director shall discharge the duties of a Director, including duties as a Member of a Committee:
(a) in good faith,
(b) with the care an ordinary prudent person in a like position would exercise under similar circumstances, and
(c) in a manner the Director reasonably believes to be in the best interests of the Corporation.
12. Number and Qualification. The Board of Directors shall consist of fifteen (15) individuals. Directors will be elected in the manner described in Section 14(c). Directors need not be residents of the State of Illinois.
13. Director Term. Each Director shall serve a two (2) year term beginning on August 1st of the year starting their term and concluding on July 31st of the year ending their term. Terms will be staggered to ensure there is not a full turnover of Directors in any given year. In order to achieve the desired term staggering, at the Initial Annual Meeting of the Board of Directors and Membership immediately following the ratification of these Bylaws, a specific Director's term may be for other than two years, with a specific Director’s term length decided at the discretion of the Initial Directors.
14. Place of Directors’ Election and Appointment. The election and appointment of Directors and their terms in office shall be subject to the following provisions:
(a) Each Director shall remain on the Board of Directors throughout the term specified in Section 13 or until they are removed, with or without cause, by a vote of four-fifths or more of the Directors attending a Special Meeting called for such purpose.
(b) A Member of the Corporation shall nominate an eligible Member of the Corporation as a Candidate to become a Director of the Corporation. Nominations are due 21 days prior to the Annual Meeting of the Corporation.
(c) The annual election for Directors with a term beginning in a given year shall occur during the Annual Meeting of that year as defined in Section 18. Members with the right to vote on matters of the Corporation shall be eligible to vote for a number of eligible Candidates up to the maximum number of available Director positions up for election in that given year. Members may vote for either a Candidate or any eligible Full Member or Automatic Member as a write-in Candidate.
(d) If a specific Director position is vacant at any point in time, a Director of the Corporation may nominate any eligible member, as defined in Section 8, to become a Director, and such Director shall commence serving as a Director after they have been unanimously approved by all Directors attending a Regular Meeting or Special Meeting called for such purpose. Such Director selected in this manner shall serve until the end of the term of the Director position that they filled.
15. Change of Number. The number of Directors may at any time be increased or decreased by amendment to these Bylaws by resolution of the Directors at any Annual Meeting or Special Meeting.
16. Resignation. A Director may resign at any time by delivering written notice to the Secretary or President. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
17. Regular Meetings. Regular Meetings of the Board of Directors or any Committee may be held without notice at the Registered Office of the Corporation or at such other place or places, either within or without the State of Illinois, as the Board of Directors or a Committee may from time to time designate.
18. Annual Meeting.
(a) The Annual Meeting of the Board of Directors and Membership shall be held each year on a date, time, and location selected by the Board of Directors at a Regular Meeting. The Directors shall nevertheless be given no less than thirty (30) days prior written notice of the date, time, and location of the Annual Meeting by the Secretary in the manner described in Section 37.
(b) The election of Directors as defined in Section 14(c) shall occur at the Annual Meeting.
(c) The President or their designee shall update the Membership on what the Corporation did over the past year during each Annual Meeting.
(d) The Initial Annual Meeting of the Board of Directors and Membership shall take place immediately following the ratification of these Bylaws. This Initial Annual Meeting shall not require notice as defined in Section 18(a) but shall include the election of Directors as defined in Section 14(c). Each Director elected at the Initial Annual Meeting shall take office as of the date and time of that election, with their term concluding on the date as defined in Section 13.
19. Special Meetings.
(a) Special Meetings of the Board of Directors may be called at any time by any Director, at a date, time, and place agreed upon by the majority of the Board of Directors.
(b) Notice of all Special Meetings, including the date, time, and place thereof, shall be given by any Director to the Board of Directors calling the same at least three (3) days prior to the date of the Special Meeting, in accordance with the provisions set forth in Section 37. Such notice need not specify the business to be transacted at, or the purpose of, the meeting, unless the meeting is called to remove a Director or dissolve the Corporation, in which case the notice shall specify the reason for the Special Meeting and the business to be transacted at the Special Meeting.
20. Quorum.
(a) One-third of the full Board of Directors shall be necessary at all Regular Meetings to constitute a quorum for the transaction of business.
(b) Two-thirds of the full Board of Directors shall be necessary at all Special Meetings to constitute a quorum for the transaction of business.
(c) Quorum shall not be necessary at the Annual Meeting for the transaction of business as defined in Section 18.
(d) If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors unless otherwise specified in the Bylaws.
21. Registering Dissent. A Director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken is deemed to have assented to such action unless:
(a) The Director's dissent or abstention from the action is entered in the minutes of the meeting, or
(b) The Director delivers written notice of the Director's dissent or abstention to the presiding Officer of the meeting before its adjournment or to the Corporation within a reasonable time after adjournment of the meeting. The right to dissent or abstain is not available to a Director who voted in favor of the action taken.
22. Action by Directors Without a Meeting.
(a) Any action required or permitted to be taken at a meeting of the Board of Directors, or of a Committee thereof, may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more written or electronic consents setting forth the action taken, signed or electronically signed by each of the Directors, or by each of the members of the Committee, as the case may be, either before or after the action taken, and delivered to the Corporation for inclusion in the minutes or filing with the Corporation's records.
(b) Action taken under this Section is effective on and after the date the last Director signs the consent, unless the consent specifies a later effective date. Any action taken by the written or electronic consent of the Directors pursuant to this Section 22 shall for all purposes be deemed a meeting of the Directors, including, without limitation, for the purpose of appointing Directors pursuant to the provisions of Section 14(d).
23. Participation by Means of Communications Equipment. Any or all Directors may participate in a Regular Meeting or Special Meeting of the Board of Directors (or of a Committee thereof) by, or may conduct the meeting through the use of, any means of communication, including e-mail.
24. Committees.
(a) The Board of Directors, by resolution adopted by a majority of the Directors attending a Regular Meeting or Special Meeting, may create, merge, or dissolve one or more Committees of Directors. Each Committee must consist of one or more Directors who serve at the pleasure of the Board of Directors. To the extent specified by the Board of Directors, each Committee may exercise the authority of the Board of Directors, except that no Committee shall have the authority to:
(i) Elect, appoint, or remove Directors, Officers, or any Member of any Committee;
(ii) Amend the Articles of Incorporation;
(iii) Adopt, amend, or repeal the Bylaws; or
(iv) Approve a plan of merger not requiring Board of Directors approval.
(b) The creation of, delegation of authority to, or action by a Committee does not relieve the Board of Directors, or any individual Director, of any responsibility imposed upon the Board of Directors or an individual Director by law.
(c) Each member of a Committee shall continue as such until the next Annual Meeting of the Corporation, unless the Committee shall be sooner terminated, or unless such member is removed from such Committee, or unless such member ceases to qualify as a member thereof.
(d) Vacancies in the membership of any Committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
(e) Unless otherwise provided in the resolution of the Board of Directors designating a Committee, a majority of the whole Committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.
25. Remuneration. No salary or compensation shall be paid to Directors for their service as Directors, but, at the discretion of the Board of Directors, a Director may be reimbursed for expenses incurred in connection with the performance of their duties hereunder, including travel expenses.
26. Indemnification. The corporation shall, to the fullest extent to which it is empowered to do so by, and in accordance with the requirements of, the General Not For Profit Corporation Act of the State of Illinois or any other applicable laws, as may from time to time be in effect, indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that they were a director of the corporation, against all expenses, including attorneys' fees, judgments, fines and amounts incurred by them in connection with such action, suit, or proceeding.
27. Initial Directors. Upon ratification of the Bylaws, the initial Board of Directors and Officers are those listed as Officers in the most recent Annual Report filed with the Illinois Secretary of State. Each individual so listed shall be a Director of the Corporation and the Officer role that they are listed as filling in that Annual Report. The Initial Directors shall stay in those roles until the first Election of Directors, as defined in Section 14(c), is held at the Initial Annual Meeting.
28. Designations. The Officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer. The Board of Directors shall appoint all Officers.
29. Qualifications. The Officers of the Corporation must be Full Members of the Corporation.
30. Appointment. The Officers of the Corporation shall be appointed annually by the Board of Directors at the first Regular Meeting occurring after the Annual Meeting of the Corporation.
31. Term of Office.
(a) Each Officer of the Corporation shall be appointed annually. No Officer shall be appointed to more than six consecutive terms in the same office.
(b) Each Officer of the Corporation shall continue to hold office until a successor has been appointed, or until such officer's earlier death, resignation, or removal.
32. Powers and Duties. If the Board of Directors appoints individuals to fill the following positions, such Officers shall have the power and duties set forth below:
(a) President.
(i) Supervise and direct the business of the Corporation.
(ii) Preside over all Regular Meetings, Special Meetings, and Annual Meetings, including the preparation and distribution of agendas.
(iii) Serve ex-officio on all Committees.
(iv) Serve as the primary liaison between the Corporation and IMSA.
(v) Coordinate reunions and other annual alumni event planning.
(vi) Perform any other duties deemed necessary to ensure the proper organization and operation of the Corporation.
(b) Vice President.
(i) Act in the absence of the President and assist the President as requested.
(ii) Succeed to the position of President or Treasurer in case of vacancy in either position.
(iii) Perform any other duties deemed necessary to ensure the proper organization and operation of the Corporation.
(c) Secretary.
(i) Take attendance and minutes for all Regular Meetings, Special Meetings, and Annual Meetings.
(ii) Maintain and make available to the Membership the records of the Corporation.
(iii) Perform any other duties deemed necessary to ensure the proper organization and operation of the Corporation.
(d) Treasurer.
(i) Keep custody of all monies and securities of the Corporation and keep regular books of account.
(ii) Disburse the funds of the Corporation in payment of the just demands against the Corporation or as may be ordered by the Board of Directors, taking proper vouchers or receipts for such disbursements.
(iii) Develop the Corporation’s budget in consultation with the Board of Directors.
(iv) Present the Corporation’s budget to the Board of Directors for approval annually no later than September 30th.
(v) Present any Corporation-supported event budgets to the Officers or Board of Directors for approval as required.
(vi) Monitor the use of Corporation funds in concert with the Corporation Officers and submit periodic Treasurer's Reports at Board of Directors meetings.
(vii) Present an annual Treasurer's Report to the Membership at the Annual Meeting.
(viii) Provide all financial reports to the Secretary for inclusion in the records of the Corporation.
(ix) Perform any other duties deemed necessary to ensure the proper organization and operation of the Corporation.
33. Resignation. An Officer may resign at any time by delivering notice to the Board of Directors. Such notice shall be effective when delivered unless the notice specifies a later effective date.
34. Removal. Any Officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors.
35. Vacancies. The Board of Directors at any Regular Meeting may fill vacancies in any office arising from any cause.
36. Indemnification. The corporation shall, to the fullest extent to which it is empowered to do so by, and in accordance with the requirements of, the General Not For Profit Corporation Act of the State of Illinois or any other applicable laws, as may from time to time be in effect, indemnify any person who was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that they were an officer of the corporation, against all expenses, including attorneys' fees, judgments, fines and amounts incurred by them in connection with such action, suit, or proceeding.
37. Notices. Except as may otherwise be required by law, any notice to any Director must be in writing and may be transmitted by mail, private carrier, or personal delivery; or email or attachment thereto. Written notice by the Corporation to its Directors shall be deemed effective when emailed, or mailed with first-class postage prepaid and correctly addressed to the Director's address shown in the Corporation's current record of Directors. Except as set forth in the previous sentence, written notice shall be deemed effective at the earliest of the following:
(a) When received;
(b) Two (2) days after the date of transmission of an electronic notice;
(c) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed with first-class postage, prepaid and correctly addressed; or
(d) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and receipt is signed by or on behalf of the addressee.
38. Contracts. The Board of Directors may authorize any Director to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
39. Checks, Drafts, etc. The Treasurer or President shall sign all checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, in such manner as shall from time to time be determined by resolution of the Board of Directors.
40. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.
41. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
42. Books and Records. The Corporation shall keep an electronic copy of the following records that shall be made available at its registered address:
(a) The Articles or Restated Articles of Incorporation and all amendments thereto currently in effect;
(b) The Bylaws or Restated Bylaws and all amendments thereto currently in effect;
(c) Correct and adequate records of accounts and finances;
(d) A record of Officers' and Directors' names and addresses; and
(e) Minutes of the proceedings of the Board of Directors, and the Committees of the Board of Directors, if any, and copies of all actions taken by the Board of Directors and Committees without a meeting.
43. Fiscal Year. The fiscal year of the Corporation shall end on June 30th of each year.
44. Change of Fiscal Year. The Board of Directors may change the fiscal year of the Corporation from time to time in accordance with applicable state law.
45. Power to Dissolve. The Corporation may be dissolved only by a four-fifths affirmative vote of the Directors then in office. The Board of Directors shall have the sole authority to approve and authorize the voluntary dissolution of the Corporation in accordance with the laws of the State of Illinois and these Bylaws.
46. Process to Dissolve. Any proposal to dissolve the Corporation shall be considered only at a Special Meeting of the Board of Directors called expressly for the purpose of considering dissolution. The required notice for such Special Meeting is defined in Section 19(b).
47. Asset Distribution. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making adequate provision for the payment of all liabilities, debts, obligations, and expenses of the Corporation, distribute all remaining assets for one or more exempt purposes within the meaning of Internal Revenue Code Section 501(c)(3), or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
48. Articles of Dissolution. Following approval of dissolution by the Board of Directors, the Secretary shall cause Articles of Dissolution, and any other required documents, to be prepared, executed, and filed with the Illinois Secretary of State in accordance with the applicable provisions of the Illinois General Not For Profit Corporation Act and any other applicable law.
49. Amendments to Bylaws. The Board of Directors by a two-thirds affirmative vote at any Special Meeting shall have power to amend or repeal the Bylaws of, or adopt new Bylaws for, the Corporation.
50. Emergency Bylaws. The Board of Directors may adopt emergency Bylaws, which shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States, any state of emergency declared by the federal government or any subdivision thereof, or any other catastrophic event, as determined and defined by the Board of Directors.
RATIFICATION
Motion to approve and adopt Bylaws.
Moved by Cudiamat, seconded by Kimmitt.
Approved July 18, 2026 by majority vote of Association Membership and ratified by Corporation Directors Daniel Collins, President; Brian Cudiamat, Vice President; Matthew Isoda, Secretary; and Tamora Kimmitt, Treasurer.