Operating Agreement for Illinois Geographic Alliance, LLC

Effective as of May 15, 2020

This Operating Agreement (the “Agreement”), by and between the Illinois Geographic Alliance, LLC (“IGA”), and its Sole Member, The Board of Trustees of Illinois State University (“University”), is for the purpose of setting forth the terms, conditions, and obligations of the parties relative to the operation of IGA.

RECITALS

Whereas, the University filed IGA’s Plan of Conversion and Articles of Organization with the Secretary of State of Illinois on December 11, 2019;

Whereas, IGA exists for the purpose of promoting geographic literacy in the schools and among the general populace of Illinois to develop a more globally-informed citizenry. To achieve this mission, IGA maintains a strong grassroots organization of geographic educators from schools and universities, and participates in educational reform at the district, state, and national levels;

Whereas, the University desires to support IGA to accomplish its purpose in accordance with the teaching, research and public services mission of the University;

NOW, THEREFORE, it is agreed as follows:

IGA Formation and Registered Agent
1. Formation. By agreement, the University has caused IGA to be formed as a limited liability company in accordance with and pursuant to the provisions of the Illinois Limited Liability Company Act (“the Act”) by executing and delivering a Plan of Conversion and Articles of Organization for IGA to the Illinois Secretary of State.
2. Name. The organization shall be known as the “Illinois Geographic Alliance, LLC.”
3. Sole Member. The Board of Trustees of Illinois State University (“University”), a body corporate and politic of the State of Illinois, shall be the Sole Member of IGA.
4. Registered Office and Agent. The registered office and the registered agent of IGA have been designated in the Articles of Organization for IGA and in subsequent filings with the Illinois Secretary of State pursuant to the Act, and may hereafter be changed at the discretion of the University through filings with the Illinois Secretary of State pursuant to the Act.
5. Principal Place of Business. The location of the principal place of business of IGA has been designated in the Articles of Organization for IGA and in subsequent filings with the Illinois Secretary of State pursuant to the Act, and may hereafter be changed at the discretion of the University through filings with the Illinois Secretary of State pursuant to the Act.
6. Term. IGA shall continue for a perpetual term unless it is dissolved by any event requiring a dissolution of a limited liability company under the Act. Additionally, this Agreement is subject to termination by either the University or IGA by providing ninety (90) days written notice to the other party. Upon termination, IGA shall provide for the orderly transfer of any University property to the University, unless mutually agreed otherwise. Termination shall not affect any liability or obligation which shall have accrued prior to such termination.
7. Notice. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be considered given and delivered when personally delivered to the other party, or deposited in the U.S. Mail or other overnight service.
  - If to University:
    
    Illinois State University Office of President
    Campus Box 1000
    Normal, IL 61790-1000
    With a copy to:
    Illinois State University
    Office of General Counsel
    Campus Box 1010
    Normal, IL 61790
  - If to IGA:
    
    Coordinator of Illinois Geographic Alliance, LLC
    Department of Geography, Geology, and the Environment
    Illinois State University
    Campus Box 4400
    Normal, IL 61790-4400
Rights and Obligations of the Sole Member
1. Limitation of Liability. The University’s liability with respect to IGA shall be limited to the fullest extent as provided in the Act, this Agreement, and any applicable law.
2. IGA Debt Liability. The University shall not be liable for any debts, obligations, or losses of IGA.
3. Indemnification. IGA, to the fullest extent permitted by law, agrees to hold harmless the University from and against any and all claims and demands whatsoever in connection with the business and operation of IGA.
4. Insurance. The University agrees to extend insurance coverage to IGA activities.
5. Support. The University agrees to extend the following support to IGA:
  1. University will provide office space, where appropriate, for use by IGA;
  2. University will provide IGA with certain services for which no separate charges will be assessed, including: routine legal, business and financial services as needed on a regular ad hoc basis, in such areas as purchasing, accounting payables and receivables, auditing, risk management, real estate, and land use/facilities planning;
  3. University will provide support services such as telephone service, central stores, printing services at rates charged to University auxiliary operations; and
  4. IGA may use University facilities for its events in accordance with University policies
6. Powers Reserved to the Sole Member: The University, as the sole member of IGA, shall participate in the management and control of IGA’s business and operation with respect to the following matters, which powers shall be exclusive to the University:
  1. Approval of amendments to the Articles of Organization and Operating Agreement;
  2. Appointment and removal of Coordinator and Co-Coordinators;
  3. Approval of the merger or consolidation of IGA with any entity, the creation of any joint venture and the acquisition of any majority-controlled or majority-owned subsidiaries or affiliates;
  4. Approval of any voluntary dissolution of IGA and any liquidation or distribution of IGA assets;
  5. Approval of the sale or securitization of all or substantially all the assets of IGA;
  6. Approval of capital calls;
  7. Approval of IGA’s incurring of long-term debt;
  8. Approval of the appointment of independent certified public accountants for IGA;
  9. Approval of any transactions outside the ordinary course of IGA’s business, including transactions that would modify the existing agreements with the Illinois State University Foundation and the Illinois Board of Higher Education; and,
  10. Appointment of legal counsel for IGA.
Rights, Duties, and Administration of IGA
1. Management. Except where the approval of the University is expressly required by this Agreement or by nonwaivable provisions of the Act, IGA, through its Co-Coordinators, shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of IGA, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of IGA’s business and operation.
2. Duties. IGA agrees to perform the following additional duties:
  1. Comply with applicable financing guidelines for the operation of IGA as agreed upon between IGA and the University and as is in compliance with the Legislative Audit Commission and the Act;
  2. Comply with all applicable University policies (including but not limited to access to records for audit);
  3. Provide funds necessary to comply with filing fees as required by the Act.
3. Host Institution. Since its founding in 1987, IGA has been housed at Illinois State University. Currently, the IGA is housed in the Department of Geography, Geology, and the Environment at Illinois State University. Per this Agreement, IGA agrees to operate and comport itself as a University Related Organization of the University as defined by the University Guidelines Adopted and Amended by the Illinois Legislative Audit Commission.
4. Organization Structure. IGA administrative positions are listed in the organizational chart displayed below.
5. Coordinator and Co-Coordinator. The IGA Coordinator and Co-Coordinator share responsibilities for overall leadership and coordination of many IGA activities and events, along with day to day management of IGA operations.
6. Steering Committee. The Steering Committee shall be an advisory committee to the Coordinator and Co-Coordinator. Steering Committee members actively participate in the planning and organization of many IGA activities and provide advice and consultation to the Coordinator and Co-Coordinator. Any active IGA non-voting member is eligible to serve on the Steering Committee. The Steering Committee is currently composed of ten IGA members, many of whom have served the IGA for many years, which include a mix of K-12 teachers/administrators along with university faculty/staff members. The IGA Coordinator, Co-Coordinator, and Steering Committee will work in cooperation to appoint new members to the Steering Committee as additional or replacement members are needed.
7. Subcommittees. Subcommittees will work with the IGA Coordinator, Co-Coordinator, and Steering Committee to accomplish specific IGA initiatives. Each subcommittee will have a chair, appointed by the Coordinator and Co-Coordinator, and at least two additional members. Subcommittee members may be Steering Committee members or any other active IGA non-voting member. The IGA Coordinator, Co-Coordinator, and Steering Committee members will work actively to recruit subcommittee members as needed. Membership of each subcommittee will be established in the Fall and members will serve one-year terms that are renewable. Current IGA subcommittees include the following:
  1. Communications and Outreach: Coordinates IGA communication with members through various media (e.g., newsletter, social media, website). (Strategic Plan Goal 2).
  2. Fundraising: Establishes networks and relationships with potential donors and develops fundraising activities. (Strategic Plan Goal 8).
  3. Membership and Recruitment: Actively recruits new members and develops avenues for existing IGA members to participate in IGA more actively. (Strategic Plan Goal 3).
  4. Policy: Networks with lawmakers and other policy makers to promote geographic education. (Strategic Plan Goal 7).
  5. Teacher Resources and Support: Develops classroom resources for teachers. (Strategic Plan Goals 4 and 5).
Vision, Mission, and Core Values
1. VISION. IGA envisions a state, nation, and world in which a geographically-literate population will apply geographic knowledge to heighten awareness, understanding, and informed decision-making on important societal issues for the betterment of humankind.
2. MISSION. The IGA promotes geographic literacy in the schools and among the general populace of Illinois to develop a more globally-informed citizenry. To achieve this mission, the IGA maintains a strong grassroots organization of geographic educators from schools and universities, and participates in educational reform at the district, state, and national levels. The IGA engages in an active program of pre-service and in-service teacher education, develops K-12 curriculum materials and common core standards, and fosters public awareness of the importance of geography in our society.
3. CORE VALUES. The IGA supports and promotes the following core values:
  1. Geography is an essential consideration for many key local, national, and global issues confronting society today, such as environmental protection, sustainable development, mitigation of natural disasters, and peace diplomacy.
  2. A geographically literate populace may make more informed decisions for the betterment of our communities, state, nation, and world.
  3. Geographic education is essential for improving geographic literacy and warrants inclusion as a key subject throughout the elementary, secondary, and collegiate educational systems in Illinois.
  4. Geographic education is necessary to prepare students for the future workforce in Illinois, which will increasingly require geographic knowledge and skills for many types of careers.
  5. Well-trained K-12 teachers, along with adequate resources and a network of support, are needed throughout Illinois to achieve the vision of a geographically literate population in the state.
Non-Voting Membership in IGA

Non-voting membership in the IGA shall be open to all persons interested in promoting geographic education. No dues shall be charged for non-voting membership in IGA.
Strategic Plan and IGA Initiatives

A current strategic plan, approved by the Steering Committee by majority vote, will be used to prioritize and guide IGA initiatives to promote geographic literacy and education in Illinois. Using the strategic plan as a guide, and in conjunction with the IGA Coordinator and Co-Coordinator, subcommittees will establish an agenda of yearly tasks and projects falling under the purview of each committee for the coming year. Subcommittees will hold a teleconference or similar meeting approximately once a month to track overall achievement on each goal. Subcommittees will provide a brief review of current progress on initiatives at the IGA Spring meeting and Fall meeting. In addition, each subcommittee will provide a brief report in the Fall that summarizes subcommittee accomplishments over the current year.

The IGA will follow a formal process for evaluating overall progress on accomplishing goals and objectives as outlined in the strategic plan. Informally, the Coordinator and Co-Coordinator will consult with each other on a regular basis and will qualitatively assess overall progress through these consultations. More formally, the Coordinator and Co-Coordinator will review the strategic plan goals and objectives together on a semi-annual basis and will assign a ranking of “Exceeding Expectations,” “Meeting Expectations,” or “Missing Expectations” to each. These rankings will also be provided based on the annual reports provided by the chair of each subcommittee to the Coordinator and Co-Coordinator. Those goals or objectives receiving a “Missing Expectations” ranking will be discussed at the Steering Committee meeting or teleconference and recommendations will be developed in order to improve progress on these goals and objectives. Funding and staffing resources will be redirected, as appropriate, if needed to improve progress on any goals or objectives receiving a “Missing Expectations” ranking so long as it will not cause a significant deterrent towards progress on other goals or objectives. Summaries of these reports will be available for the IBHE. The IGA strategic plan also will be evaluated, on an annual basis, and updated as needed due to changes in IGA funding priorities, allocation of resources, or other relevant issues.
Additional Provisions
1. Construction. This Agreement shall be construed, and the rights and liabilities of the parties hereto determined, in accordance with the laws of the State of Illinois.
2. Liquidation. Upon the occurrence of an event terminating IGA, the University shall appoint a person to act as liquidator to wind up the affairs and business of IGA. IGA’s creditors shall be paid in satisfaction of the liabilities of IGA and its assets shall be distributed as soon as is practicable. The liquidator shall sell IGA’s assets, except to the extent that IGA distributes assets in kind, and shall distribute IGA’s assets to the University.
3. Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule or law or public policy, all other conditions and provisions of this Agreement nevertheless shall remain in full force and effect so long as the economic or legal substance of the transaction(s) contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the greatest extent possible.
4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument, and a facsimile, email or other electronic transmission of a portable document format (.pdf, .tiff, JPEG, or similar file format) shall be deemed to be an original signature for all purposes under this Agreement.
5. Successors and Assigns. Each and all of the covenants, terms, provisions, and agreements contained in this Agreement shall be binding upon and inure to the benefit of IGA and the University and, to the extent permitted by this Agreement, their respective successors and assigns.
6. Entire Agreement. This Agreement represents the entire understanding of IGA and the University with reference to the matters set forth herein. This Agreement supersedes all prior negotiations, discussions, correspondence, communications and prior agreements among IGA and the University to the subject matter herein.
7. State Certification Terms. IGA certifies that it will comply with applicable provisions of the United States Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act, the Illinois Department of Human Rights Act and rules applicable to public contracts, including providing equal employment opportunity, refraining from unlawful discrimination, and certifies that it will comply with applicable rules in performance of this Agreement.