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Alliance Bylaws
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Iowa Communications Alliance

Bylaws

 

 

ARTICLE I

THE CORPORATION

 

Section 1 – Name. The name of the corporation is Iowa Communications Alliance (the “Association”).

 

Section 2 – Incorporation and Term. The Association is incorporated under the Revised Iowa Nonprofit Corporation Act (the “Act”). The term of the Association commenced upon the filing of the Articles of Incorporation with the Iowa Secretary of State and shall continue perpetually until the Association is dissolved in accordance with the Act.

 

Section 3 – Bylaws. These Bylaws shall be the Bylaws of the Association. Whenever possible, these Bylaws shall be construed in a manner consistent with the Articles of Incorporation and the Act. If there are inconsistencies between these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall control. If there are inconsistencies between these Bylaws and the Act, these Bylaws shall control, except to the extent the inconsistencies relate to provisions of the Act that cannot be altered through corporate bylaws.

 

Section 4 – No Corporate Seal. The Association shall have no official corporate seal, and no agreement, instrument or other document executed on behalf of the Association that would otherwise be valid and binding on the Association will be invalid or nonbinding on the Association solely because no seal is affixed to it.

 

Section 5 – Fiscal Year. The Association’s fiscal year shall be the calendar year.

 

ARTICLE II

PURPOSE AND POWERS

 

Section 1 – Purpose. The Association is organized for the purpose of supporting and enhancing the rural telecommunications industry, including to provide educational and business development opportunities to members, to promote economic growth and stability of members and the communities they serve and to advocate for the interests of the industry and Association members in matters of state and federal public and regulatory policy. The Association may perform or engage in all lawful activities that may advance its purposes.

 

Section 2 – Powers. The Association shall have all powers enumerated in the Act reasonably necessary to carry out its purposes and activities, provided that the Association shall not have, acquire or exercise any power that would invalidate its status as a corporation exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code.

 

ARTICLE III

MEMBERSHIP

 

Section 1 - Classes of Members. Memberships in the Association shall be divided into classes. Each member will be classified as ACTIVE, ASSOCIATE, OTHER or HONORARY.

 

Section 2 - Active Members.

 

(a)        Any Incumbent Local Exchange Carrier (ILEC) which (i) is certified by the Iowa Utilities Board to provide wireline telecommunications services in a local exchange area located in whole or in part within the State of Iowa and (ii) serves fewer than sixty thousand (60,000) connections shall be eligible for Active Membership. For purposes of these Bylaws, “connections” means wired connections for landline voice and broadband service. Any qualifying person or entity may become an Active Member upon approval of an application and paying annual dues as established by the Board of Directors from time to time. Active members shall have the right to vote for the election of directors and to vote on other matters requiring approval of the members as provided in these Bylaws.

 

(b)        In any case where the controlling interest of two or more ILECs is owned or controlled by an entity that is eligible to be an Active Member, only the controlling entity is eligible for Active Membership and only one vote shall be allowed for the entire number of commonly controlled ILECs. All Iowa connections of the Active Member and other commonly controlled ILEC(s) shall be included in the Active Membership and each such ILEC shall be entitled to the rights and privileges of membership, subject to the voting restrictions set out above.

 

(c)        In any case, whether by growth, acquisition merger or otherwise, where an Active Member serves in excess of sixty thousand (60,000) connections, the Active Membership of such member shall immediately terminate and such member shall automatically convert to the status of an Other Member as provided in these Bylaws and policies of general application adopted by the Board of Directors in accordance with these Bylaws.

 

Section 3 - Associate Members. Any person or entity which does not provide telecommunications services but which does provide goods or services or otherwise does business or seeks to do business with independent telecommunications companies shall be eligible for membership as an Associate Member of the Association. Any qualifying person or entity may become an Associate Member upon approval of an application and paying annual dues as established by the Board of Directors from time to time. Associate Members shall not be entitled to vote on any matter at any meeting of the membership.

 

Section 4 - Other Members. Any person or entity that provides telecommunications services other than those provided by Active Members shall be eligible for membership as an Other Member of this Association. By way of example, Other Members may include the following sub classifications:  Carrier Members, CEA Members, Competitive Local Exchange Carrier (CLEC) Members and Incumbent Local Exchange Carrier (ILEC) Members serving in excess of sixty thousand (60,000) connections. Any qualifying person or entity may become an Other Member upon approval of an application and paying annual dues as established by the Board of Directors from time to time. Other Members shall not be entitled to vote on any matter at any meeting of the membership.

 

Section 5 - Honorary Members. Any individual, who in the opinion of the Board of Directors deserves this compliment, may be elected as an Honorary Member of the Association. Honorary Members shall be entitled, without the payment of dues, to all privileges of membership in the Association except no Honorary Member shall have the right to serve on committees, vote on any matter at any meeting of the membership or to hold any office in the Association.

 

Section 6 – Voting Rights. Each Active Member in good standing shall be entitled to one vote. To be in good standing an Active Member must have paid its current dues and must otherwise continue to meet the qualifications of Active Membership as provided in these Bylaws and policies of general application adopted by the Board of Directors in accordance with these Bylaws. An Active Member’s vote may be cast by any bona fide officer or manager of such Active Member. There shall be no cumulative voting. The vote on any motion may be by voice vote, provided, however, that upon demand of ten (10) or more Active Members, the vote shall be by ballot. Associate Members, Other Members, and Honorary Members shall have no voting rights.

 

Section 7 – Approval of Memberships; Membership Policies. Approval of any application for any class of membership shall be within the discretion of the Board of Directors. Subject to the Act, the Articles of Incorporation and these Bylaws, the Board of Directors may from time to time adopt policies of general application which affect the characteristics, qualifications, rights, limitations and obligations attaching to one or more classes of membership, and such characteristics, qualifications, rights, limitations and obligations shall be binding on the Association, the members and all subsequent members of the Association.

 

Section 8 – Annual Dues. Annual dues (if any) applicable to each class of membership shall be established by the Board of Directors from time to time. Such dues shall be payable annually, except that that Active Members may pay dues on a periodic basis (quarterly or otherwise) in accordance with policies approved from time to time by the Board of Directors.   Statements for annual dues shall be issued in advance, in the fourth quarter of the preceding calendar year, and shall be past due after January 20 of the current calendar year. Failure to pay dues in full (or for Active Members failure to pay the first periodic installment) on or before January 20 of the current calendar year shall result in a notice of delinquency. Failure to pay dues within 30 days following notice of delinquency shall result in an immediate and automatic termination of membership. For new members, annual dues shall be paid at the time of application for membership.  

 

Section 9 – Suspension, Expulsion or Termination. In addition to the automatic termination of a membership for failure to pay dues, the Board of Directors may act to suspend, expel or otherwise terminate the membership of a member for any material violation of the Articles of Incorporation, these Bylaws or other applicable policies and procedures, provided that the Board of Directors in making any decision regarding a suspension, expulsion or termination of a member shall act in good faith and subject to the following procedures:

 

(a)        except in emergency or other extraordinary circumstances (as determined by the Board of Directors in its reasonable discretion), the member shall be given at least fifteen (15) days prior written notice of the proposed expulsion, suspension or termination and the reasons therefore; and

 

(b)        except in emergency or other extraordinary circumstances (as determined by the Board of Directors in its reasonable discretion) the member shall be given the opportunity to be heard by the Board of Directors, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination.

 

ARTICLE IV

MANAGEMENT

 

Section 1 – Management Authority. The Board of Directors shall have oversight of the administration and management of the Association’s business and affairs. The directors shall in all cases act as a board, and (except as otherwise provided in these Bylaws) each director shall have one vote on all matters requiring the consent, approval or vote of the Board of Directors; provided that the President shall not vote unless his or her vote would affect the outcome (i.e., to make or break a tie or to make or prevent a required supermajority) or when the vote is by ballot. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and such policies and procedures regarding the Association’s business and affairs as they may deem proper, not inconsistent with the Articles of Incorporation, these Bylaws and the Act. The Board of Directors may delegate to committees, officers and agents such management authority as the Board of Directors determines to be necessary, appropriate, or convenient for the efficient administration and management of the Association’s business and affairs.

    

Section 2 - Number and Qualification of Directors. The Board of Directors shall consist of no less than nine (9) and no more than (15) individuals, each of who must be a bona fide officer or manager of an Active Member in good standing. The number of directors within the preceding range serving on the Board shall be established from time to time by resolution of the Board. No more than one representative of any Active Member may serve on the Board of Directors at any given time. Any director who ceases to be associated with or employed by an Active Member in good standing shall also immediately cease to be a director.

 

 

Section 3 – Nomination of Directors.

 

(a)        Nominations for director positions shall be made by a Nominating Committee. Not less than 90 days prior to the annual meeting of the members the President shall appoint five (5) persons to the Nominating Committee subject to approval of the full Board of Directors. Two (2) members of the Nominating Committee shall be members of the Board of Directors whose terms do not expire, and the remaining three (3) members of the Nominating Committee shall be individuals who are representatives of Active Members in good standing and who are not directors. In appointing the Nominating Committee, the President shall act with reasonable diligence to balance the Committee as it relates to the size and geographic location of the Active Members represented on the Committee. In addition to appointing the Nominating Committee, the President shall designate a Certified Public Accounting firm or similar professional firm or entity (the “Election Administrator”) to assist in the collection and counting of the ballots.

 

(b)        The President shall designate the Chairperson of the Nominating Committee. Not less than 40 days prior to the annual meeting of the members, the Association shall send notice to all Active Members eligible to vote notifying them of the composition of the Nominating Committee, the names of those directors whose terms expire in the current year and any other vacancies then existing, the total number of directors the Board of Directors desires to be seated, listing any eligibility qualifications of nominees, and soliciting nominations.

 

(c)        The Nominating Committee shall meet not less than 25 days prior to the annual meeting of the members to receive names proposed for nomination. From the names thus proposed and such other names it desires to consider, the Nominating Committee will assure the eligibility of the nominees, make its nominations, and prepare a ballot containing no fewer candidates than the number of open seats to be filled. In making its nominations, the Nominating Committee shall consider the size and geographic location of the Active Members represented by the various potential candidates, it being the goal of the Association to balance the Board of Directors with representatives of companies of varying sizes and from differing geographic areas.

 

Section 4 – Election of Directors.

 

(a)        Not less than 22 days prior to the annual meeting of the members, the Association will distribute election ballots to all Active Members eligible to vote. Each Active Member eligible to vote may submit one ballot, and each ballot must contain a minimum of votes to represent at least 70% of the number of vacancies to be filled. Ballots shall be returned to the Election Administrator. Ballot voting will close at least ten days prior to the annual meeting of the members. New Active Members (and delinquent Active Members that pay their current dues during the 30-day notice and grace period) shall be permitted to vote in the election, provided they are otherwise in good standing and cast their ballot prior to the close of ballot voting. In the event that insufficient member ballots are received at the close of voting to satisfy the requirements of the Act, the directors shall be elected by the Active Members at the time of the annual meeting of the members. In the event that the Association directors are to be so elected at the annual meeting of the members, the Nominating Committee shall republish the list of nominees previously distributed at the time of the unsuccessful ballot vote, and such republished list shall constitute the slate of director candidates to be voted upon by the Active Members at such meeting.

 

(b)        The Election Administrator shall verify the ballots and tabulate the votes for each candidate. The Election Administrator shall share the results with the Chairperson of the Nominating Committee, who shall hold the results confidential until announcing the results at the annual meeting of the members. In the event two or more candidates receive the same number of votes for the last vacancy, the Chairperson of the Nominating Committee will conduct a special tie-breaking election at least seven days prior to the annual meeting of the members. Voting for the tie-breaker will close at least one business day before the annual meeting of the members following the same procedures set forth in this and the preceding section, except as to time provisions.

 

Section 5 - Terms of Directors. Each director who is elected by the Active Members shall be elected for a term of three (3) years beginning at the close of the annual meeting at which such director is elected and continuing until his or her successor has been elected and qualified. The terms of directors shall be staggered, with approximately 1/3 of the directors’ terms expiring in connection with each annual meeting.

 

Section 6 - Term Limits. A director may not serve more than two consecutive, complete three-year terms. After an individual has served two consecutive, complete three-year terms, neither that individual, nor any individual who is an officer or manager of the same Active Member, may be elected or appointed to the Board of Directors until the expiration of a two-year interim period.

 

Section 7 – Resignation. Any director may resign by submitting to the Association, at its principal office, his or her notice, in writing, of such resignation. The resignation shall be effective upon receipt of such notice unless the notice specifies a later effective date.

 

Section 8 - Vacancies on Board. The Board of Directors may fill vacancies occurring in its membership in the intervals between the annual meetings of members, by the appointment of qualified persons to serve until the next annual meeting. Alternatively, the Board of Directors may elect to leave the vacant seat open until the next election or eliminate the vacant seat. If the Board fills a vacancy by appointment, a director shall be elected by the Active Members at the next annual meeting to serve the remainder of the term of the director whose departure from the board created the vacancy. A director appointed by the Board of Directors may be nominated to fill the remainder of the vacated term, provided he or she otherwise remains qualified to serve as a director.

 

Section 9 - Meetings of the Board.

 

(a)        The annual meeting of the Board of Directors shall be held immediately following the session of the annual meeting of the membership at which new directors are elected. No written notice shall be required for such annual meeting.

 

            (b)        Regular meetings of the Board of Directors shall be held at such time and place as may be determined by the Board of Directors. Upon determination of such meeting dates, times and places, no additional notice shall be required for any such regular meeting of the Board of Directors.

 

            (c)        Special meetings of the Board of Directors may be called by the President or by action of a majority of directors then in office. Notice of any special meeting of the Board of Directors shall be given in a manner that is fair and reasonable under the circumstances and consistent with these Bylaws. A notice shall be deemed to have been given in a manner consistent with these Bylaws if notice of the place, date and time of the special meeting is delivered to all directors not less than twenty-four (24) hours before the date of the meeting. For purposes of delivering notice, the notice may be delivered to a director's postal address or e-mail address on record with the Association. At any meeting at which every director is present, even without any notice, any business may be transacted.

 

Section 10 – Attendance and Participation at Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting through the use of any means of communication by which all directors participating in the meeting are able to communicate with each other. Attendance of a director at or participation in a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

 

Section 11 – Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if each director signs a written consent describing the action to be taken and delivers it to the Association. Any action taken without a meeting shall be the act of the Board of Directors when one or more consents signed by all of the directors are delivered to the Association. The written consent or consents may specify the time at which the action taken is to be effective. Any action taken by this written consent procedure shall for all purposes have the effect of action taken at a meeting of the Board of Directors.

 

Section 12 – Quorum. At any meeting of the Board of Directors, a majority of directors then in office shall constitute a quorum for the transaction of business, unless the representation of a different number is required by the Act, in which case the number of directors so required shall constitute a quorum. If at any meeting of the directors there is less than a quorum present, the President or other person presiding at such meeting may adjourn the meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given unless otherwise required by the Act.

 

Section 13 – Organization. The President, or in his or her absence, the Vice President or Second Vice President (in that order) or such other officer or person as shall be appointed by the Board of Directors, shall call any regular or special meeting of the Board of Directors to order and shall act as the chairperson of any meeting of the Board of Directors.            

 

Section 14 – Conduct of Business. The President or other duly appointed chairperson of any regular or special meeting of the Board of Directors shall, in his or her discretion, determine the order of business and procedure at the meeting, including such regulation of the manner of voting and the conduct of business as seem to him or her to be in order.  

 

Section 15 – Voting. Each director present shall be entitled to one vote at any regular or special meeting of the Board of Directors.

 

Section 16 – Removal. A director elected by the members may be removed by the members in accordance with the Act. A director elected by the members may be removed from office by the Board of Directors for any material violation of the Articles of Incorporation, these Bylaws, the Association Code of Conduct for Directors, or other policies and procedures, provided that the Board of Directors in making any decision regarding removal of a director shall act in good faith and subject to the following procedures: 

 

(a)        except in emergency or other extraordinary circumstances (as determined by the Board of Directors in its reasonable discretion), the director shall be given at least fifteen (15) days prior written notice of the proposed removal and the reasons therefore; and

 

            (b)        except in emergency or other extraordinary circumstances (as determined by the Board of Directors in its reasonable discretion), the director shall be given the opportunity to be heard by the Board of Directors, orally or in writing, not less than five (5) days before the effective date of the removal.

 

A majority of the directors then in office must affirm removal in accordance with the foregoing procedures.

 

 

 

 

 

ARTICLE V

OFFICERS

 

Section 1 – Executive Officers. The elected officers of the Association shall be the President, Vice President, Second Vice President and Immediate Past President, who shall be elected from and by the Board of Directors. In addition, the Board of Directors may appoint a full or part time CEO who shall be an employee of the Association. In its discretion, the Board of Directors may delegate the powers or duties of any officer to any other officer or agents, notwithstanding any provision of these Bylaws, and the Board of Directors may leave unfilled for any such period as it may fix, any office except that of President.

           

Section 2 - Election and Term of Office. Elected officers shall be elected at the regular annual meeting of the Board of Directors. Each elected officer shall hold office until the next annual meeting of the Board of Directors and until his or her successor has been duly chosen and qualified or until his or her death or until he or she resigns or is removed. Election as an officer shall not affect the length of terms or any limits on terms of directors as provided in these Bylaws, and the terms of any officers shall be limited to one (1) one-year term per office. The CEO shall serve until his or her successor has been duly appointed or until his or her death or until he or she resigns or is removed by the Board of Directors.

 

Section 3 - Resignation. Any officer may resign by submitting to the Association, at its principal office, his or her notice, in writing, of such resignation. The resignation shall be effective upon receipt of such notice unless the notice specifies a later effective date.

 

Section 4 - Removal. Any officer may be removed at the discretion of the Board of Directors, with or without cause and without the requirement of notice or hearing, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

Section 5 - President. The President shall be the chairperson of and preside at all meetings of the Association, the Board of Directors and the Executive Committee and shall make annual reports and such other reports as the Board of Directors may call for or as may be required by law. The President will accept this office with the understanding that he or she will move directly into the Immediate Past President's position at the annual meeting of the Board of Directors when the current term of office is complete. The President shall serve as a voting member of the Executive Committee. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the President shall carry out all other duties commonly associated with the office of corporate president or which are otherwise delegated to him or her by the Board of Directors. In the absence of a CEO, the President shall have the authority and perform the duties described in Section 9(b) of this Article V. He or she shall keep the Board of Directors fully informed and shall freely consult with them concerning the business of the Association in his or her charge.

 

Section 6 - Vice President. The Vice President shall perform the duties of the President in case of the President's death, resignation, removal or inability or refusal to act. The decision of the Board of Directors relative to such inability shall be binding on all persons. The Vice President will accept this office with the expectation (but not the requirement or guarantee) that he or she will move directly into the President's position at the annual meeting of the Board of Directors when the current term of office is complete. The Vice President shall serve as a voting member of the Executive Committee. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the Vice President shall carry out all other duties delegated to him or her by the Board of Directors. He or she shall keep the Board of Directors fully informed and shall freely consult with them concerning the business of the Association in his or her charge.

 

Section 7 – Second Vice President. The Second Vice President shall perform the duties of the President in the case that neither the President nor Vice President is willing or able to so perform. The Second Vice President will accept this office with the expectation (but not the requirement or guarantee) that he or she will move directly into the Executive President's position at the annual meeting of the Board of Directors when the current term of office is complete. The Second Vice President shall serve as a voting member of the Executive Committee. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the Second Vice President shall carry out all other duties delegated to him or her by the Board of Directors. He or she shall keep the Board of Directors fully informed and shall freely consult with them concerning the business of the Association in his or her charge.

 

Section 8 - Immediate Past President. The Immediate Past President shall advise the President and Board of Directors. The Immediate Past President shall serve as a voting member of the Executive Committee. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the Immediate Past President shall carry out all other duties delegated to him or her by the Board of Directors. He or she shall keep the Board of Directors fully informed and shall freely consult with them concerning the business of the Association in his or her charge. If the Immediate Past President has completed his or her term as a member of the Board of Directors pursuant to the term limits set forth in these Bylaws, he or she shall serve as an ex officio member of the Board of Directors and the Executive Committee.

 

Section 9 – Chief Executive Officer.

 

(a)        The Board of Directors may appoint a Chief Executive Officer (CEO) who shall not be required to be an elected director of the Association. The CEO shall not be a voting member of the Executive Committee but shall attend meetings of the Executive Committee unless otherwise determined by the voting members of the Executive Committee.

 

(b)        The CEO shall, subject to the control of the Board of Directors itself, manage the overall business and affairs of the Association and shall make annual reports and such other reports as the Board of Directors may call for or as may be required by law. The CEO shall have general supervision and control over the Association's business and affairs and shall, within the context of approved operating budgets, have the sole authority to employ such employees as he or she deems necessary to economically carry on the business operations of the Association and the sole authority to discharge and dismiss such employees with or without cause. He or she shall have charge of the property of the Association and shall at all times keep the same in good condition and repair as well as fully insured against loss. The CEO shall have control or cause to be kept and controlled, the books and the records of the Association, keep the record of proceedings of the meetings of the Association, the Board of Directors and the Executive Committee, have appropriate entries made in all corporate records of all corporate actions, give such notices as may be required, and shall make annual reports and such other reports as the Board of Directors may call for or as may be required by law. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the CEO shall carry out all other duties commonly associated with the office of corporate chief executive or which are otherwise delegated to him or her by the Board of Directors. He or she shall keep the Board of Directors fully informed and shall freely consult with them concerning the business of the Association in his or her charge.

 

Section 10 – Other Officers and Assistant Officers. There shall be such other officers as the Board of Directors may from time to time authorize and elect. Such other officers shall perform such duties as shall be assigned to them by the Board of Directors. The Board of Directors shall have the power to appoint any person to act as assistant to any other officer, or to perform the duties of any other officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer so appointed shall have the power to perform all the duties of the office to which he or she is so appointed to be assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

 

 

ARTICLE VI

COMMITTEES

 

Section 1 – Executive Committee. The Association shall have an Executive Committee consisting of four (4) director-members as follows: the President; Vice President; Second Vice President and Immediate Past President. The Executive Committee shall have such authority and exercise such powers as may be designated by the Board of Directors. The Executive Committee shall act in the intervals between meetings of the Board of Directors, shall report its actions at each meeting of the Board of Directors, and shall be subject to the ultimate control and direction of the Board of Directors. An act or authorization of an act by the Executive Committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the Board of Directors. All provisions of these Bylaws that govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board of Directors shall also apply to the Executive Committee.

 

Section 2 – Other Committees.

 

(a)        In addition to the Executive Committee and Nominating Committee (established as provided in Article IV), the Board of Directors may establish such other committees of directors (“Board Committees”) as it determines to be necessary, appropriate, or convenient for the efficient administration and management of the Association’s business and affairs. Such Board Committees may include persons who are not directors. Each Board Committee shall have such authority and exercise such powers as may be designated by the Board of Directors. Except for the Nominating Committee (which shall be appointed as provided in Article IV) the members of any such committees shall be appointed pursuant to the Board-approved Committee Expectations Policy, shall be approved by the President and shall serve at the pleasure of the Board of Directors. Any such committee shall act in the intervals between meetings of the Board of Directors, shall report its actions to the Board of Directors, and shall be subject to the ultimate control and direction of the Board of Directors. All provisions of these Bylaws that govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board of Directors shall also apply to all duly established Board Committees and their appointed members.

 

(b)        In addition to Board Committees, the Board of Directors may establish such other committees, working groups and task forces (“Association Committees”) as it determines to be necessary, appropriate, or convenient for the efficient administration and management of the Association’s business and affairs. The Board shall enact policies governing the appointment of persons and filling of vacancies, the authority, expectations, and powers delegated to each such Committee.  Each such Committee shall be subject to the ultimate control and direction of the Board of Directors. 

 

Section 3 – Representatives on Other Boards. The President may, subject to the approval of the Board of Directors, appoint members, officers or directors to sit on other related boards or committees as representatives of the Association.

 

ARTICLE VII

MEETINGS OF MEMBERSHIP

 

Section 1 - Annual Meeting. The annual meeting of the members of the Association shall be held at such time and place as may be designated by the Board of Directors.

 

Section 2 - Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by the Act or the Articles of Incorporation, may be called by the President or the Board of Directors, and shall be called by the Board of Directors upon the written demand, signed, dated and delivered to the Association, of at least ten percent (10%) of the Active Members then in good standing. Such written demand shall state the purpose or purposes for which such meeting is to be called. The time, date and place of any special meeting shall be determined by the Board of Directors, or, at its direction, by the President.

 

Section 3 - Notice of Meetings. The Association shall give notice of any annual or special meeting of the members in a manner that is fair and reasonable under the circumstances and consistent with these Bylaws. A notice shall be deemed to have been given in a manner consistent with these Bylaws if notice of the place, date, time, and the purpose or purposes for which the meeting is called is delivered to all members entitled to vote at the meeting not more than 60 nor less than ten days before the date of the meeting. For purposes of delivering notice, the notice may be delivered to a member's postal address or e-mail address on record with the Association.

 

Section 4 – Record Dates for Members Entitled to Notice and Members Entitled to Vote. The record date for determining those members entitled to notice of an annual or special meeting of the members and the record date for determining the members entitled to vote at an annual or special meeting of the members shall both be fixed as the close of business, the day preceding the day on which notice is given.

 

Section 5 - Action by Mail Ballot. There shall be no voting by proxy or under power of attorney at any annual or special meeting of the members. However, any action that may be taken at any annual or special meeting of the members, including the election of directors, may be taken without a meeting if the Association delivers a mail ballot or electronic ballot to every member entitled to vote on the action in accordance with these Bylaws and the Act. For purposes of delivering a mail or electronic ballot, the mail ballot may be delivered to a member's postal address or e-mail address on record with the Association.

 

Section 6 - Quorum. At any meeting of the members, not less than 25 percent (25%) of Active Members eligible to vote, represented in person or by mail ballot (if voting by mail ballot is permitted on any business to be considered at such meeting), shall constitute a quorum for the transaction of business, unless the representation of a different number is required by the Act, in which case the number of members so required shall constitute a quorum. If at any meeting of the members there is less than a quorum present, the President or other person presiding at such meeting may adjourn the meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given unless otherwise required by the Act.

 

Section 7 – Voting.  Each Active Member in good standing present or represented by mail ballot (if voting by mail ballot is permitted on any business to be considered at such meeting) shall be entitled to one vote at any regular or special meeting of the members. Attendance of a member at or participation in a meeting (in person or by mail ballot) shall constitute a waiver of notice of such meeting, unless the member at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

 

Section 8 – Organization. The President, or in his or her absence, the Vice President or Second Vice President (in that order) or such other officer or person as shall be appointed by the Board of Directors, shall call any regular or special meeting of the members to order and shall act as the chairperson of any meeting of the members.  

 

Section 9 – Conduct of Business. The President or other duly appointed chairperson of any regular or special meeting of the members shall, in his or her discretion, determine the order of business and procedure at the meeting, including such regulation of the manner of voting and the conduct of business as seem to him or her to be in order.

 

 

 

 

 

ARTICLE VIII

NONLIABILITY AND INDEMNIFICATION

 

Section 1 - Non-Liability. The debts, obligations and liabilities of the Association, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Association. Except as otherwise provided by law, a director, officer, employee, or member of the Association is not liable for the Association’s debts or obligations, and a director, officer, member or other volunteer is not personally liable in that capacity, for a claim based upon any action or failure to take any action in the discharge of the person’s duties, except liability for: (i) the amount of any financial benefit to which the person was not entitled; (ii) an intentional infliction of harm on the Association or its members; (iii) a violation of Section 835 of the Act; or (iv) an intentional violation of criminal law. If Iowa law is hereafter changed to permit further elimination or limitation of the liability of directors, officers, employees, members or other volunteers for monetary damages to the Association, then the liability of such director, officer, employee, member or other volunteer of the Association shall be eliminated or limited to the full extent then permitted.

 

Section 2 - Indemnification. Except as otherwise provided by law, a director, officer, employee, member or other volunteer of this Association, as well as each director, officer, employee, member or volunteer of this Association who is serving or who has served at the Association’s request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified to the fullest extent possible by the Association for liability (as defined in Section 851(5) of the Act) to any person for any action taken, or any failure to take any action, as a director, officer, employee, member or other volunteer of this Association, or as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, except with regard to any action, suit or proceeding by or in the right of the Association or with respect to any liability for any of the following: (i) receipt of a financial benefit to which the person is not entitled; (ii) an intentional infliction of harm on the Association or its members; (iii) a violation of Section 835 of the Act; or (iv) an intentional violation of criminal law. In order to be eligible for indemnification, a person must satisfy any and all applicable standards of conduct and liability set forth in the Act. As provided in Section 859(1) of the Act, the Association’s obligation to provide indemnification hereunder shall include the obligation to advance funds to pay for or reimburse the reasonable expenses incurred by a person who is a party to any proceeding for which indemnification is required. A person who seeks an advancement of funds hereunder must satisfy any applicable requirements therefor which are set forth in the Act. The rights and authority conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, these Bylaws, agreement, vote of disinterested directors or otherwise. Any repeal or amendment of this Article shall not adversely affect any right or protection of a director, officer, employee, member or other volunteer existing at the time of such repeal or amendment.

 

ARTICLE IX

FINANCIAL MATTERS

 

Section 1 - Contracts. The Board of Directors may authorize any officer or officers (including the CEO), agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

 

Section 2 - Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

 

Section 3 - Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers (including the CEO), agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.

 

Section 4 - Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or other depositaries as the Board of Directors may select.

 

Section 5 - Gifts and Contributions. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise consistent with the interests and objectives of the Association.

 

Section 6 - Loans to Directors, Officers, Etc. No loans shall be made by the Association to the directors, officers, employees or members of the Association. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until the repayment thereof.

 

Section 7 – Annual Audit; Financial Reports. For each fiscal year beginning in 2014 and thereafter, there will be an annual audit of Association funds by a Certified Public Accounting Firm selected by the Board of Directors. The CEO will submit monthly and annual financial statements to the Board of Directors and provide special financial reports as requested or required from time to time by the Board of Directors.

 

ARTICLE X
AMENDMENTS

 

            Except as otherwise required by the Act, these Bylaws may be altered, amended, or repealed or new Bylaws may be adopted only by approval of a majority of the Board of Directors at any regular or special meeting of the Board of Directors called for that purpose by majority vote of the Board of Directors. The proposed changes must be included with the meeting notice. Notwithstanding anything to the contrary in these Bylaws, the Board of Directors may not amend the qualifications and limitations attaching to Active Membership as set forth in Article III, Section 2(a)-(c), without the approval of the Active Members.

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