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The Corporation (hereinafter called the Central Iowa Water Garden Association, or Association) will conduct its activities to promote the purposes for which it was organized as set forth in the Articles of Incorporation. No part of the net earnings of the Association shall inure to the benefit of or be distributed to its Directors or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objects set forth of the Articles of Incorporation. Not withstanding any other provisions of these By-Laws, the Association shall not carry on any activities not permitted to be carried on: a. By a corporation exempt from Federal Income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the Corresponding provision of any future United States Internal Revenue Law); or b. By a corporation, contributions to which are deductible under Section 701(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
The Central Iowa Water Garden Association is a voluntary organization whose members are committed to expanding their individual and collective knowledge on water garden and water feature related topics. The common interest of the members of the Association is the lure of adding or improving water gardens, fountains and ponds. The Association's only goal is to provide the foundation necessary to achieve the common interest. Meetings, presentations, tours, donations of time/money, plant and fish exchanges may be some of the techniques used to achieve the goal. Working closely with other organizations may also be used to promote water gardening.
Section 3.1 Principal Office. The principal office of the Association in the State of Iowa shall be located in central Iowa. The Association may have other offices, as the Association may designate.
Section 3.2 Registered Office. The registered office of the Association required by the Iowa Nonprofit Association Act, Chapter 504A, Code of Iowa, to be maintained in the State of Iowa may be, but not need be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Association.
Section 4.1. Eligibility. Persons interested in water gardens, fountains or ponds are eligible for membership. Payment of yearly dues shall be required of all members . Section 4.2. Solicitation by Members. Members will not actively solicit or otherwise conduct business during our meetings. Commercial members will be invited on occasion to present a program or be present at a meeting and at that time they are permitted to distribute promotional material to Association members.
Section 4.3. Removal of Members. Any member may be removed or expelled by majority vote of the membership for violation of the by-laws, non-payment of dues or for conduct deemed detrimental to the Association.
Section 4.4. Transfer of Membership. Membership shall not be transferable and both membership and rights in the property of the Association shall cease and terminate upon death, withdrawal, expulsion or other termination of membership.
Section 4.5. Voting. All voting shall be done by members in good standing; proxies shall be allowed by written permission by a member in good standing.
Section 5.1. General Powers and Duties. The business and affairs of the Association, including control and disposition of its property and funds, shall be managed by its Board of Directors. The Board of Directors shall monitor Association activities and growth and meet regularly to attend to the fiscal and social well-being of the Association.
Section 5.2. Number and Tenure. The number of Directors of the Association shall be eleven (11). At the first annual members' business meeting, six (6) shall be elected for a one-year term and five (5) for a two-year term. At each annual business meeting thereafter, Directors shall be elected to fill the expiring terms and all terms shall be two (2) years.
Section 5.3. Regular meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately before, and the same place as, the first annual regular meeting of members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 5.4. Notice. Special meetings of the Board of Directors may be called by or at the request of the President or by the consensus of any three Directors provided not less than two days' notice shall be given, personally or by mail, telephone, fax or e-mail, which notice shall state the time, place and purpose of the meeting.
Section 5.5. Quorum. A simple majority of the number of Directors shall constitute a quorum for the transition of business at any meeting of the Board of Directors.
Section 5.6. Vacancies. Any vacancy occurring in the Board of Directors may be filled by a majority vote of the members present at the monthly meeting following the occurrence of such vacancy. Nominations for the vacant position shall be published in the newsletter prior to the meeting, when such election shall take place during the business portion of the meeting.
Section 5.7. Resignation. Any Association Director may at any time resign by serving written notice thereof to the Board of Directors. Such resignation shall take effect upon the receipt thereof or at any later time specified therein.
Section 5.8. Removal. Any Director may be removed from his/her position by a majority vote of the other Directors of the Association, whenever the best interests of the Association will be served thereby.
Section 5.9. Compensation. Directors shall serve without compensation, exceptreasonable expenses may be paid. However, to the extent deemed necessary by the Association, the Association may retain the services of a Director other than in his or her capacity as a Director, and the Director may be compensated for services so rendered, as the Board of Directors may from time to time deem appropriate.
Section 6.1. Officers' Appointment and Term of Office. The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer. They shall be elected annually from the members of the Board of Directors at the first meeting of the Board of Directors held after the beginning of the fiscal year. Each officer shall hold office until his or her successor shall have been duly appointed and shall have qualified or until his or her death or resignation.
Section 6.2. President. The President shall:
· serve as Chairperson of the Board of Directors.
· preside at meetings of the Association and the Board of Directors.
· have power to approve disbursements of funds not to exceed $50 for Association activities.
· serve as spokesperson for the Association and, along with other Association Directors,
assume responsibility for the welfare of the Association.
· with the majority vote of the Association Directors, take whatever action that may be
necessary to protect the interest and welfare of the Association and to overcome emergencies
or conditions not herein provided for.
· perform all duties incidental to the office of President, and such other
duties that may be prescribed by the Board of Directors from time to time.
Section 6.3. Vice President. The Vice President shall:
· chair the Program Committee.
· arrange for meeting locations.
· preside at Association meetings in the absence of the president.
· perform all duties incidental to the office of Vice-President, and such
other duties that may be prescribed by the Board of Directors from time to time.
Section 6.4. Secretary. The Secretary shall:
· keep the minutes of Association meetings and Board of Director meetings.
· conduct the necessary correspondence of the Association.
· send thank you notes to speakers.
· compile and send monthly newsletters to members.
· maintain correspondence with the State as required under the Articles of Incorporation.
· keep a register of the current addresses of each member.
· perform all duties incidental to the office of Secretary and such other duties that may be
prescribed by the Board of Directors from time to time.
Section 6.5. Treasurer. The Treasurer shall:
· have charge and custody of and be responsible for all funds of the Association.
· keep an accurate record of all Association receipts and make disbursements as
required.
· meet with the three (3) member auditing committee in December of each year to audit the books.
· provide a written summary of the year's financial activities to the secretary for inclusion with the
newsletter sent out prior to the January meeting.
· when requested, provide access to the records to any full or intern member.
· file any annual report or income tax forms required by the Internal Revenue Service.
· perform all of the duties incidental to the office of Treasurer and such other duties that may
be prescribed by the Board of Directors from time to time.
Section 7.1 At-large Committees. Committees can be established by the President with the Board of Director's concurrence to ensure that Association plans are implemented. A standing or special committee shall limit its activities to the accomplishment of those tasks for which it was appointed. Upon completion of the task(s) assigned to any special committee, the special committee shall be discharged. Committee chairpersons who are not Directors of the Association may be requested to attend board meetings. They have responsibility for the activities of their committee and for informing the membership about those activities through written correspondence given to the Secretary for the monthly newsletter and/or verbal report at Association meetings. Chairpersons are responsible for recruiting committee members and requesting a yearly budget. Descriptions of current committees and names of the chairpersons will be included in the annual program book given to members.
Section 7.2. Auditing Committee. The auditing committee shall consist of three (3) at-large members
to be selected by the Board of Directors by the end of the fiscal year to serve the following fiscal year.
The auditing committee shall:
· audit the Treasurer's records at the close of the fiscal year and make a
report to the membership at the February meeting.
· audit the books anytime there is a change of
Treasurer, before the new Treasurer takes office.
Section 7.3. By-Laws Committee. The by-laws committee shall consist of three (3) at-large members
selected annually by the Board of Directors by the end of the fisal year to serve the following fiscal
year. The by-laws committee shall:
· meet prior to the September meeting to review the bylaws and any
revisions submitted to the committee.
· report their recommendations to the Association Board of Directors
for board review at the September Board meeting. Recommended by-law changes shall be distributed to the
membership in writing prior to the October meeting.
· present Board reviewed bylaw recommendations to
the Association membership for action at the October meeting. Amendments to by-laws recommendations may
occur at the conclusion of the October meeting by a majority vote of the Board of Directors.
· Special by-laws committees can be nominated at other times of the year if deemed necessary by the Board of
Directors.
Section 8.1. Schedule. The Directors of the Association shall establish a regular meeting schedule for the general membership.
Section 8.2. Annual Business. The October Association meeting shall be for the purpose of voting on revisions to the Association by-laws, election of Association Directors, and any other pertinent business.
Section 8.3. Agenda. At Association meetings where business is conducted Robert's Rules of Order
shall be used as a general guide. The following agenda should apply:
· Guest speakers may speak prior to or following the business meeting.
· Introduction of new members.
· Request approval of minutes from the previous business meeting.
· Treasurer shall give treasurer's report.
· Committee reports.
· Unfinished business.
· New Business
· Announcements
Section 9.1 Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and end on the last day of December in the same year.
Section 9.2. Dues. Annual dues will be levied one month prior to the member's anniversary date. Payment by the November meeting will ensure inclusion in the membership list for the following year's program book. Adjustment of dues structure shall be made by the Board of Directors.
Section 10.1. Indemnification. Except for any prohibition against any indemnification specifically set forth in these Bylaws or in Chapter 504A, Code of Iowa, at the time indemnification is sought by any member, Director, officer, employee, volunteer or agent of the Association, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he or she is or was a member, Director, officer, employee, volunteer or agent of the Association, or is or was serving at the request of the Association as a member, Director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise (such serving as a member, Director, officer, employee or agent of the Association or at the request of the Association referred to herein as "serving on behalf of or at the Association's request"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 10.2. Indemnification: Further Provisions. If a member, Director, officer, employee, volunteer or agent of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that the indemnification of such person is proper because he or she has met the applicable standard of conduct set forth in Section 1; such determination shall be made: a. By the Board of Directors by a majority vote of a quorum consisting of Directors not parties to such action, suit or proceedings; or b. In a written opinion by special independent counsel selected by the Board of Directors by a majority vote of a quorum consisting of Directors not parties to such action, suit or proceedings; or c. If the requisite quorum of the full Board of Directors cannot be obtained through disinterested Directors, in a written opinion by special independent legal counsel selected by a majority vote of the full Board of Directors in which Directors who are parties may participate. Expenses incurred by defending a civil or criminal action, suit or proceedings as authorized in the manner provided in this Section 2 upon receipt of an undertaking by or on behalf of such person that such person believes in good faith that he or she has met the applicable standard of conduct set forth in Section 2 may be advanced and that such person will repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified as authorized therein. The indemnification and advancement of expenses provided herein shall not be exclusive of any other rights to which those seeking indemnification or advancement may be entitled under any provision in the Articles of Incorporation or Bylaws, any agreement, any vote of members or disinterested Directors, or otherwise, both as to actions in the person's official capacity entitling the person to indemnification and advancement of expenses under these provisions and as to actions in other capacities concurrently held by those seeking indemnification or advancement of expenses. However, no person shall be provided indemnification by any provision of the Articles of Incorporation or Bylaws, by any agreement, or otherwise, for any breach of a duty of loyalty to the Association or its members, for any act or omission not in good faith or which involves intentional misconduct or knowing violation of the law, or for any transaction from which the person derives an improper personal benefit. The indemnification provided herein shall continue as to a person who has ceased to be a member, Director, officer, employee, volunteer or agent and shall inure to the benefit of the heirs, executors, personal representatives and administrators of such a person. The Board of Directors shall have power to purchase and maintain insurance on behalf of any person who is or was serving on behalf of or at the Association's request against any liability asserted against him and incurred by him in any such capacity or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability under the provisions hereof.
Section 11.1. 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. The Association shall make no loan to any Director of the Association.
Section 11.2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by the Treasurer or such other Director or Directors of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 11.3. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositaries as the Board of Directors may select.