563-447-0151

©2019 by The Organization for the Proliferation of Space Studies.

BOARD BYLAWS

NON-PROFIT BYLAWS
OF
THE ORGANIZATION FOR THE PROLIFERATION OF
SPACE STUDIES
PREAMBLE
The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Iowa
and the Articles of Incorporation of The Organization for the Proliferation of Space Studies. In the
event of a direct conflict between the herein contained provisions of these Bylaws and the
mandatory provisions of the Non-Profit Corporation Act of Iowa, said Non-Profit Corporation Act
shall be the prevailing controlling law. In the event of a direct conflict between the provisions of
these Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these
Bylaws which shall be controlling.
ARTICLE 1 – NAME
The legal name of the Non-Profit Corporation/Organization shall be known as The Organization
For The Proliferation Of Space Studies, and shall herein be referred to as the
"Corporation/Organization."
ARTICLE 2 – PURPOSE
The general purposes for which this Corporation/Organization has been established are as
follows:
The purpose for which the Non-Profit Corporation is formed is set forth in the attached Articles of
Incorporation .
The Corporation/Organization is established within the meaning of IRS Publication 557 Section
501(c)(3) Organization of the Internal Revenue Code of 1986, as amended (the "Code") or the
corresponding section of any future federal tax code and shall be operated exclusively for the
global proliferation, standardization and operation of space studies and closely associated fields
in the pre-kindergarten through 12th grade environment.
In addition, this Corporation/Organization has been formed for the purpose of performing all
things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the
Corporation/Organization shall not, except to an insubstantial degree, engage in any activity or
the exercise of any powers which are not in furtherance of its primary non-profit purposes.
The Corporation/Organization shall hold and may exercise all such powers as may be conferred
upon any nonprofit organization by the laws of the State of Iowa and as may be necessary or
expedient for the administration of the affairs and attainment of the purposes of the
Corporation/Organization. At no time and in no event shall the Corporation/Organizationparticipate in any activities which have not been permitted to be carried out by a
Corporation/Organization exempt under Section 501(c) of the Internal Revenue Code of 1986
(the "Code").
ARTICLE 3 – OFFICES
The principal office of the Corporation/Organization shall be located at 220 W Summit St, Wilton,
Iowa 52778.
The Corporation/Organization may have other such offices as the Board of Directors may
determine or deem necessary, or as the affairs of the Corporation/Organization may find a need
for from time to time.
ARTICLE 4 – DEDICATION OF ASSETS
The properties and assets of the Corporation/Organization are irrevocably dedicated to and for
non-profit purposes only. No part of the net earnings, properties, or assets of this
Corporation/Organization, on dissolution or otherwise, shall inure to the benefit of any person or
any member, director, or officer of this Corporation/Organization. On liquidation or dissolution, all
remaining properties and assets of the Corporation/Organization shall be distributed and paid
over to an organization dedicated to non-profit purposes which has established its tax-exempt
status pursuant to Section 501(c) of the Code.
ARTICLE 5 – BOARD OF DIRECTORS
General Powers and Responsibilities
The Corporation/Organization shall be governed by a Board of Directors (the "Board"), which shall
have all the rights, powers, privileges and limitations of liability of directors of a non-profit
corporation organized under the Non-Profit Corporation Act of Iowa. The Board shall establish
policies and directives governing business and programs of the Corporation/Organization and
shall delegate to the Executive Director and Corporation/Organization staff, subject to the
provisions of these Bylaws, authority and responsibility to see that the policies and directives are
appropriately followed.
Number and Qualifications
The Board shall have up to 5, but no fewer than 3, Board members. The number of Board
members may be increased beyond 5 members or decreased to less than 3 members by the
affirmative vote of a simple majority of the then serving Board of Directors. A Board member need
not be a resident of the State of Iowa.
In addition to the regular membership of the Board, representative of such other organizations or
individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, which
will have the same rights and obligations, including voting power, as the other directors.
Board Compensation
The Board shall receive no compensation other than for reasonable expenses. However,
provided the compensation structure complies with Sections relating to "Contracts Involving
Board Members and/or Officers" as stipulated under these Bylaws, nothing in these Bylaws shallbe construed to preclude any Board member from serving the Corporation/Organization in any
other capacity and receiving compensation for services rendered.
Board Elections
The Governance Committee shall present nomination for new and renewing Board members at
the board meeting immediately preceding the beginning of the next fiscal year..
Recommendations from the Governance Committee shall be made known to the Board in writing
before nominations are made and voted on. New and renewing Board members shall be
approved by unanimously of those Board members at a Board meeting at which a quorum is
present.
Term of Board
All appointments to the Board shall be for a term of 1 year(s). No person shall serve more than
unlimited consecutive terms unless a majority of the Board, during the course of a Board meeting
at which a quorum is present, votes to appoint a Board member to unlimited additional year(s).
No person shall serve more than unlimited consecutive years. After serving the maximum total
number of consecutive years on the Board, a member may be eligible for reconsideration as a
Board member after 1 years have passed since the conclusion of such Board member's service.
Vacancies
A vacancy on the Board of Directors may exist at the occurrence of the following conditions:
a) The death, resignation, or removal of any director;
b) The declaration by resolution of the Board of a vacancy in the office of a director who has
been declared of unsound mind by a final order of court, convicted of a felony, found by
final order or judgment of any court to have breached a duty pursuant to the Corporation
Code and/or Act of the law dealing with the standards of conduct for a director, or has
missed 2 consecutive meetings of the Board of Directors, or a total of 3 meetings of the
Board during any one calendar year;
c) An increase in the authorized number of directors; or
d) The failure of the directors, at any annual or other meeting of directors at which director(s)
are to be elected, to elect the full authorized number of directors.
The Board of Directors, by way of affirmative vote of a majority of the directors then currently in
office, may remove any director without cause at any regular or special meeting, provided that the
director to be removed has been notified in writing in the manner set forth in Article 5 – Meetings
that such action would be considered at the meeting.
Except as provided in this paragraph, any director may resign effective upon giving written notice
to the chair of the Board, the president of Corporation/Organization, the secretary of
Corporation/Organization, or the Board of Directors, unless the notice specifies a later time for
the effectiveness of the resignation. If the resignation is effective at a future time, a successor
may be designated to take office when the resignation becomes effective. Unless the Attorney
General of Iowa is first notified, no director may resign when the Corporation/Organization would
then be left without a duly elected director in charge of its affairs.Any vacancy on the Board may be filled by vote of a simple majority of the directors then in office,
whether or not the number of directors then in office is less than a quorum, or by vote of a sole
remaining director. No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.
A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office.
Resignation
Each Board member shall have the right to resign at any time upon written notice thereof to the
Chair of the Board, Secretary of the Board, or the Executive Director. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such
resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall
not be necessary to make it effective.
Removal
A Board member may be removed, with or without cause, at any duly constituted meeting of the
Board, by the affirmative vote of a simple majority of then-serving Board members.
Meetings
The Board's regular meetings may be held at such time and place as shall be determined by the
Board. The Chair of the Board or any 2 regular Board members may call a special meeting of the
Board with 7 days' written notice provided to each member of the Board. The notice shall be
served upon each Board member via hand delivery, regular mail, email, or fax. The person(s)
authorized to call such special meetings of the Board may also establish the place the meeting is
to be conducted, so long as it is a reasonable place to hold any special meeting of the Board.
Minutes
The Secretary shall be responsible for the recording of all minutes of each and every meeting of
the Board in which business shall be transacted in such order as the Board may determine from
time to time. However, in the event that the Secretary is unavailable, the Chair of the Board shall
appoint an individual to act as Secretary at the meeting. The Secretary, or the individual
appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered
to the Corporation/Organization to be placed in the minute books. A copy of the minutes shall be
delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within
7 business days after the close of each Board meeting.
Action by Written Consent
Any action required by law to be taken at a meeting of the Board, or any action that may be taken
at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the
action so taken shall be signed by all Board members. The number of directors in office must
constitute a quorum for an action taken by unanimous written consent. Such consent shall be
placed in the minute book of the Corporation/Organization and shall have the same force and
effect as a unanimous vote of the Board taken at an actual meeting. The Board members' written
consent may be executed in multiple counterparts or copies, each of which shall be deemed an
original for all purposes. In addition, facsimile signatures and electronic signatures or other
electronic "consent click" acknowledgments shall be effective as original signatures.Quorum
At each meeting of the Board of Directors or Board Committees, the presence of 2 persons shall
constitute a quorum for the transaction of business. If at any time the Board consists of an even
number of members and a vote results in a tie, then the vote of the Chair of the Board shall be
the deciding vote. The act of the majority of the Board members serving on the Board or Board
Committees and present at a meeting in which there is a quorum shall be the act of the Board or
Board Committees, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a
law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members
present may adjourn the meeting from time to time without further notice until a quorum shall be
present. However, a Board member shall be considered present at any meeting of the Board or
Board Committees if during the meeting he or she is present via telephone or web conferencing
with the other Board members participating in the meeting.
Voting
Each Board member shall only have one vote.
Proxy
Board members shall not be allowed to vote by written proxy
Board Member Attendance
An elected Board Member who is absent from 2 consecutive regular meetings of the Board during
a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to
the Corporation/Organization. The Board may deem a Board member who has missed 2
consecutive meetings without such a reevaluation with the Chair to have resigned from the
Board.
ARTICLE 6 – OFFICERS
Officers and Duties
The Board shall elect officers of the Corporation/Organization which shall include a Chair of the
Board (Chief Executive Officer), President (Executive Director), Vice President, a Secretary, a
Treasurer (Chief Financial Officer), and such other officers as the Board may designate by
resolution. The same person may hold any number of offices, except that neither the Secretary
nor the Treasurer may serve concurrently as the Chair of the Board or the President. In addition
to the duties in accordance with this Article, officers shall conduct all other duties typically
pertaining to their offices and other such duties which may be required by law, Articles of
Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall
perform any other such additional duties which the Board of Directors may assign to them at their
discretion.
The officers will be selected by the Board at its annual meeting, and shall serve the needs of the
Board, subject to all the rights, if any, of any officer who may be under a contract of employment.
Therefore, without any bias or predisposition to the rights of any officer that may be under any
contract of employment, any officer may be removed with or without cause by the Board. All
officers have the right to resign at any time by providing notice in writing to the Chair of the
Board, President, and/or Secretary of the Corporation/Organization, without bias or predisposition
to all rights, if any, of the Corporation/Organization under any contract to which said officer is a
part thereof. All resignations shall become effective upon the date on which the written notice ofresignation is received or at any time later as may be specified within the resignation; and unless
otherwise indicated within the written notice, a stated acceptance of the resignation shall not be
required to make the resignation effective.
Any and all vacancies in any office because of death, resignation, disqualification, removal, or for
any other cause, shall be filled in accordance to the herein prescribed bylaws for regular
appointments to such office. The compensation, if any, of the officers shall be fixed or determined
by resolution of the Board of Directors.
Chair of the Board (Chief Executive Officer)
It shall be the responsibility of the Chair of the Board, when present, to preside over all meetings
of the Board of Directors and Executive Committee. The Chair of the Board is authorized to
execute, in the name of the Corporation/Organization, any and all contracts or other documents
which may be authorized, either generally or specifically, by the Board to be executed by the
Corporation/Organization, except when required by law that the President's signature must be
provided.
President (Executive Director)
It shall be the responsibility of the President, in general, to supervise and conduct all activities and
operations of the Corporation/Organization, subject to the control, advice and consent of the
Board of Directors. The President shall keep the Board of Directors completely informed, shall
freely consult with them in relation to all activities of the Corporation/Organization, and shall see
that all orders and/or resolutions of the Board are carried out to the effect intended. The Board of
Directors may place the President under a contract of employment where appropriate. The
President shall be empowered to act, speak for, or otherwise represent the
Corporation/Organization between meetings of the Board. The President shall be responsible for
the hiring and firing of all personnel, and shall be responsible for keeping the Board informed at all
times of staff performance and for implementing any personnel policies which may be adopted
and implemented by the Board. The President, at all times, is authorized to contract, receive,
deposit, disburse and account for all funds of the Corporation/Organization, to execute in the
name of the Corporation/Organization all contracts and other documents authorized either
generally or specifically by the Board to be executed by the Corporation/Organization, and to
negotiate any and all material business transactions of the Corporation/Organization.
Vice President
In the absence of the President, or in the event of his/her inability or refusal to act, it shall then be
the responsibility of the Vice President to perform all the duties of the President, and in doing so
shall have all authority and powers of, and shall be subject to all of the restrictions on, the
President.
Secretary
The Secretary, or his/her designee, shall be the custodian of all records and documents of the
Corporation/Organization, which are required to be kept at the principal office of the
Corporation/Organization, and shall act as secretary at all meetings of the Board of Directors, and
shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall
attend to the giving and serving of all notices of the Corporation/Organization and shall see that
the seal of the Corporation/Organization, if any, is affixed to all documents, the execution of which
on behalf of the Corporation/Organization under its seal is duly authorized in accordance with theprovisions of these bylaws.
Treasurer (Chief Financial Officer)
It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and
maintained, adequate and accurate accounts of all the properties and business transactions of
the Corporation/Organization, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings, and other matters customarily included in financial
statements.
The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all
money and other valuables as may be designated by the Board of Directors. Furthermore, the
Treasurer shall disburse, or cause to be disbursed, the funds of the Corporation/Organization, as
may be ordered by the Board of Directors, and shall render to the Chair of the Board, President,
and directors, whenever they request it, an account of all the Treasurer's transactions as
treasurer and of the financial condition of the Corporation/Organization.
The Treasurer shall give the Corporation/Organization a bond, if so requested and required by the
Board of Directors, in the amount and with the surety or sureties specified by the Board for
faithful performance of the duties of the Treasurer's office and for restoration to the
Corporation/Organization of all its books, papers, vouchers, money and other property of every
kind in the Treasurer's possession or under the Treasurer's control upon the Treasurer's death,
resignation, retirement, or removal from office. The Corporation/Organization shall pay the cost of
such a bond.
ARTICLE 7 – COMMITTEES
Committees of Directors
The Board of Directors may, by resolution adopted by a majority of the directors then in office,
provided that a quorum is present, designate one or more committees to exercise all or a portion
of the authority of the Board, to the extent of the powers specifically delegated in the resolution of
the Board or in these bylaws. Each such committee shall consist of two (2) or more directors, and
may also include persons who are not on the Board but whom the directors believe to be reliable
and competent to serve at the specific committee. However, committees exercising any authority
of the Board of Directors may not have any non-director members. The Board may designate one
or more alternative members of any committee who may replace any absent member at any
meeting of the committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the directors then in office, provided that a quorum is present.
The Board of Directors may also designate one or more advisory committees that do not have the
authority of the Board. However, no committee, regardless of Board resolution, may:
a) Approve of any action that, pursuant to applicable Law, would also require the affirmative
vote of the members of the Board if this were a membership vote.
b) Fill vacancies on, or remove the members of, the Board of Directors or any committee that
has the authority of the Board.
c) Fix compensation of the directors serving on the Board or on any committee.d) Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws.
e)
Amend or repeal any resolution of the Board of Directors that by its express terms is not
so amendable or repealable.
f) Appoint any other committees of the Board of Directors or their members.
g) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or
reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the
property and assets of the Corporation/Organization otherwise than in the usual and
regular course of its business; or revoke any such plan.
h) Approve any self-dealing transaction, except as provided pursuant to law.
Unless otherwise authorized by the Board of Directors, no committee shall compel the
Corporation/Organization in a contract or agreement or expend Corporation/Organization funds.
Meetings and Actions of Committees
Meetings and actions of all committees shall be governed by, and held and taken in accordance
with, the provisions of Article 5 - Board of Directors of these bylaws concerning meetings and
actions of the directors, with such changes in the context of those bylaws as are necessary to
substitute the committee and its members for the Board of Directors and its members, except that
the time for regular meetings of committees may be determined either by resolution of the Board
of Directors or by resolution of the committee. Special meetings of committees may also be called
by resolution of the Board of Directors. Notice of special meetings of committees shall also be
given to any and all alternate members, who shall have the right to attend all meetings of the
committee. Minutes shall be kept of each meeting of any committee and shall be filed with the
Corporation/Organization records. The Board of Directors may adopt rules not consistent with the
provisions of these bylaws for the governance of any committee.
If a director relies on information prepared by a committee of the Board on which the director
does not serve, the committee must be composed exclusively of any or any combination of (a)
directors, (b) directors or employees of the Corporation/Organization whom the director believes
to be reliable and competent in the matters presented, or (c) counsel, independent accountants,
or other persons as to matters which the director believes to be within that person's professional
or expert competence.
Executive Committee
Pursuant to Article 7 - Committee of Directors, the Board may appoint an Executive Committee
composed of a minimum of 1 directors, one of whom shall be the Chair of the Board of the Board
and another shall be either the Secretary, or the Treasurer, to serve on the Executive Committee of
the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may
exercise all the authority of the Board in the management of the business and affairs of the
Corporation/Organization between meetings of the Board, provided, however, that the Executive
Committee shall not have the authority of the Board in reference to those matters enumerated in Article
7 - Committee of Directors. The Secretary of the Corporation/Organization shall send to each director a
summary report of the business conducted in any meeting of the Executive Committee.ARTICLE 8 - STANDARD OF CARE
General
A director shall perform all the duties of a director, including, but not limited to, duties as a
member of any committee of the Board on which the director may serve, in such a manner as the
director deems to be in the best interest of the Corporation/Organization and with such care,
including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation
may exercise under similar circumstances.
In the performance of the duties of a director, a director shall be entitled to rely on information,
opinions, reports, or statements, including financial statements and other financial data, in each
case prepared or presented by:
a) One or more officers or employees of the Corporation/Organization whom the director
deems to be reliable and competent in the matters presented;
b) Counsel, independent accountants, or other persons, as to the matters which the director
deems to be within such person's professional or expert competence; or
c) A committee of the Board upon which the director does not serve, as to matters within its
designated authority, which committee the director deems to merit confidence,
so long as in any such case the director acts in good faith, after reasonable inquiry when the
need may be indicated by the circumstances, and without knowledge that would cause such
reliance to be unwarranted.
Except as herein provided in Article 8 - Standard of Care, any person who performs the duties of
a director in accordance with the above shall have no liability based upon any failure or alleged
failure to discharge that person's obligations as a director, including, without limitation of the
following, any actions or omissions which exceed or defeat a public or charitable purpose to
which the Corporation/Organization, or assets held by it, are dedicated.
Loans
The Corporation/Organization shall not make any loan of money or property to, or guarantee the
obligation of, any director or officer, unless approved by the Iowa Attorney General; provided,
however, that the Corporation/Organization may advance money to a director or officer of the
Corporation/Organization or any subsidiary for expenses reasonably anticipated to be incurred in
the performance of the duties of such officer or director so long as such individual would be
entitled to be reimbursed for such expenses absent that advance.
Conflict of Interest
The purpose of the Conflict of Interest policy is to protect the Corporation/Organization's interest
when it is contemplating entering into a transaction or arrangement that might benefit the private
interest of one of its officers or directors, or that might otherwise result in a possible excess
benefit transaction. This policy is intended to supplement but not replace any applicable state and
federal laws governing conflict of interest applicable to nonprofit and charitable
corporations/organizations and is not intended as an exclusive statement of responsibilities.Restriction on Interested Directors
Not more than 100% (percent) of the persons serving on the Board of Directors at any time may
be interested persons. An interested person is (1) any person currently being compensated by
the Corporation/Organization for services rendered to it within the previous twelve (12) months,
whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any
reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor,
descendent, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of
any such person. However, any violation of the provisions of this section shall not affect the
validity or enforceability of any transaction entered into by the interested person.
Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose
the existence of the financial interest and be given the opportunity to disclose all material facts to
the directors who are considering the proposed transaction or arrangement.
Establishing a Conflict of Interest
After the disclosure of the financial interest and all material facts, and after any discussion with
the interested person, the interested person shall leave the Board meeting while the potential
conflict of interest is discussed and voted upon. The remaining Board members shall decide if a
conflict of interest exists.
Addressing a Conflict of Interest
In the event that the Board should establish that a proposed transaction or arrangement
establishes a conflict of interest, the Board shall then proceed with the following actions:
a) Any interested person may render a request or report at the Board meeting, but upon
completion of said request or report the individual shall be excused while the Board
discusses the information and/or material presented and then votes on the transaction or
arrangement proposed involving the possible conflict of interest.
b) The Chair of the Board of the Board shall, if deemed necessary and appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction
or arrangement.
c) After exercising due diligence, the Board shall determine whether the
Corporation/Organization can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a conflict of
interest.
d) If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the Board shall determine by a majority
vote of the disinterested directors whether the transaction or arrangement is in the best
interest of the Corporation/Organization, for its own benefit, and whether it is fair and
reasonable. It shall make its decision as to whether to enter into the transaction
arrangement in conformity with this determination.
Violations of Conflict of Interest Policy
Should the Board have reasonable cause to believe an interested person has failed to discloseactual or possible conflicts of interest, the Board shall then inform the interested person of the
basis for such belief and afford the interested person an opportunity to explain the alleged failure
to disclose.
If, after hearing the interested person's explanation, and after making further investigation as may
be warranted in consideration of the circumstances, the Board determines the interested person
intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action.
Procedures and Records
All minutes of the Board Meetings, when applicable, shall contain the following information:
a) The names of all the persons who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the nature of the
financial interest, any action taken to determine whether a conflict of interest was present,
and the Board's decision as to whether a conflict of interest in fact existed.
b) The names of the persons who were present for discussions and any votes relating to the
transaction or arrangement, the content of the discussions, including any alternatives to
the proposed transaction or arrangement, and a record of any vote taken in connection
with the proceedings.
Acknowledgement of Conflict of Interest Policy
Each director, principal officer, and member of a committee with Board delegated powers shall be
required to sign a statement which affirms that such person:
a) Has received a copy of the conflict of interest policy;
b) Has read and understands the policy;
c) Has agreed to comply with the policy; and
d) Understands that the Corporation/Organization is charitable, and in order to maintain its
federal tax exemption, it must engage primarily in activities which accomplish one or more
of its tax-exempt purposes.
Violation of Loyalty - Self-Dealing Contracts
A self-dealing contract is any contract or transaction (i) between this Corporation/Organization
and one or more of its Directors, or between this Corporation/Organization and any corporation,
firm, or association in which one or more of the Directors has a material financial interest
("Interested Director"), or (ii) between this Corporation/Organization and a corporation, firm, or
association of which one or more of its directors are Directors of this Corporation/Organization.
Said self-dealing shall not be void or voidable because such Director(s) of corporation, firm, or
association are parties or because said Director(s) are present at the meeting of the Board of
Directors or committee which authorizes, approves or ratifies the self-dealing contract, if:
a)
All material facts are fully disclosed to or otherwise known by the members of the Board
and the self-dealing contract is approved by the Interested Director in good faith (withoutincluding the vote of any membership owned by said interested Director(s));
b) All material facts are fully disclosed to or otherwise known by the Board of Directors or
committee, and the Board of Directors or committee authorizes, approves, or ratifies the
self-dealing contract in good faith—without counting the vote of the interest Director(s)—
and the contract is just and reasonable as to the Corporation/Organization at the time it is
authorized, approved, or ratified; or
c) As to contracts not approved as provided in above sections (a) and/or (b), the person
asserting the validity of the self-dealing contract sustains the burden of proving that the
contract was just and reasonable as to the Corporation/Organization at the time it was
authorized, approved, or ratified.
Interested Director(s) may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or
transaction as provided for and contained in this section.
Indemnification
To the fullest extent permitted by law, the Corporation/Organization shall indemnify its "agents,"
as described by law, including its directors, officers, employees and volunteers, and including
persons formerly occupying any such position, and their heirs, executors and administrators,
against all expenses, judgments, fines, settlements, and other amounts actually and reasonably
incurred by them in connection with any "proceeding," and including any action by or in the right
of the Corporation/Organization, by reason of the fact that the person is or was a person as
described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed
exclusive of any other right to which such persons may be entitled apart from this Article.
To the fullest extent permitted by law, and, except as otherwise determined by the Board in a
specific instance, expenses incurred by a person seeking indemnification in defending any
"proceeding" shall be advanced by the Corporation/Organization of an undertaking by or on
behalf of that person to repay such amount unless it is ultimately determined that the person is
entitled to be indemnified by the Corporation/Organization for those expenses.
The Corporation/Organization shall have the power to purchase and maintain insurance on behalf
of any agent of the Corporation/Organization, to the fullest extent permitted by law, against any
liability asserted against or incurred by the agent in such capacity or arising out of the agent's
status as such, or to give other indemnification to the extent permitted by law.
ARTICLE 9 – EXECUTION OF CORPORATE INSTRUMENTS
Execution of Corporate Instruments
The Board of Directors may, at its discretion, determine the method and designate the signatory
officer or officers, or other person or persons, to execute any corporate instrument or document,
or to sign the corporate name without limitation, except when otherwise provided by law, and
such execution or signature shall be binding upon the Corporation/Organization.
Unless otherwise specifically determined by the Board of Directors or otherwise required by law,
formal contracts of the Corporation/Organization, promissory notes, deeds of trust, mortgages,
other evidences of indebtedness of the Corporation/Organization, other corporate/organizationinstruments or documents, memberships in other corporations/organizations, and certificates of
shares of stock owned by the Corporation/Organization shall be executed, signed, and/or
endorsed by the President, Vice President, Treasurer.
All checks and drafts drawn on banks or other depositories on funds to the credit of the
Corporation/Organization, or in special accounts of the Corporation/Organization, shall be signed
by such person or persons as the Board of Directors shall authorize to do so.
Loans and Contracts
No loans or advances shall be contracted on behalf of the Corporation/Organization and no note
or other evidence of indebtedness shall be issued in its name unless and except as the specific
transaction is authorized by the Board of Directors. Without the express and specific authorization
of the Board, no officer or other agent of the Corporation/Organization may enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
Corporation/Organization.
ARTICLE 10 – RECORDS AND REPORTS
Maintenance and Inspection of Articles and Bylaws
The Corporation/Organization shall keep at its principal office the original or a copy of its Articles
of Incorporation and bylaws as amended to date, which shall be open to inspection by the
directors at all reasonable times during office hours.
Maintenance and Inspection of Federal Tax Exemption Application and Annual Information
Returns
The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption
application and its annual information returns for three years from their date of filing, which shall
be open to public inspection and copying to the extent required by law.
Maintenance and Inspection of Other Corporate Records
The Corporation/Organization shall keep adequate and correct books and records of accounts
and written minutes of the proceedings of the Board and committees of the Board. All such
records shall be kept at a place or places as designated by the Board and committees of the
Board, or in the absence of such designation, at the principal office of the
Corporation/Organization. The minutes shall be kept in written or typed form, and other books
and records shall be kept either in written or typed form or in any form capable of being converted
into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the
Corporation/Organization shall turn over to his or her successor or the Chair of the Board or
President, in good order, such corporate/organization monies, books, records, minutes, lists,
documents, contracts or other property of the Corporation/Organization as have been in the
custody of such officer, employee, or agent during his or her term of office.
Every director shall have the absolute right at any reasonable time to inspect all books, records,
and documents of every kind and the physical properties of the Corporation/Organization and
each of its subsidiary corporations/organizations. The inspection may be made in person or by an
agent or attorney, and shall include the right to copy and make extracts of documents.
Preparation of Annual Financial StatementsThe Corporation/Organization shall prepare annual financial statements using generally accepted
accounting principles. Such statements shall be audited by an independent certified public
accountant, in conformity with generally accepted accounting standards. The
Corporation/Organization shall make these financial statements available to the Iowa Attorney
General and members of the public for inspection no later than 30 days after the close of the
fiscal year to which the statements relate.
Reports
The Board shall ensure an annual report is sent to all directors within 30 days after the end of the
fiscal year of the Corporation/Organization, which shall contain the following information:
a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal
year.
b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
c) The expenses or disbursements of the Corporation/Organization for both general and
restricted purposes during the fiscal year.
d) The information required by Non-Profit Corporation Act concerning certain self-dealing
transactions involving more than $50,000 or indemnifications involving more than $10,000
which took place during the fiscal year.
The report shall be accompanied by any pertinent report from an independent accountant or, if
there is no such report, the certificate of an authorized officer of the Corporation/Organization that
such statements were prepared without audit from the books and records of the
Corporation/Organization.
ARTICLE 11 – FISCAL YEAR
The fiscal year for this Corporation/Organization shall end on December 31.
ARTICLE 12 – AMENDMENTS AND REVISONS
These bylaws may be adopted, amended, or repealed by the vote of a simple majority of the
directors then in office. Such action is authorized only at a duly called and held meeting of the
Board of Directors for which written notice of such meeting, setting forth the proposed bylaw
revisions with explanations therefore, is given in accordance with these bylaws. If any provision of
these bylaws requires the vote of a larger portion of the Board than is otherwise required by law,
that provision may not be altered, amended or repealed by that greater vote.
ARTICLE 13 – CORPORATE/ORGANIZATION SEAL
The Board of Directors may adopt, use, and alter a corporate/organization seal. The seal shall be
kept at the principal office of the Corporation/Organization. Failure to affix the seal to any
corporate/organization instrument, however, shall not affect the validity of that instrument.
ARTICLE 14 – CONSTRUCTION AND DEFINITIONSUnless the context otherwise requires, the general provisions, rules of construction, and
definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern
the construction of these bylaws. Without limiting the generality of the foregoing, the masculine
gender includes the feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term "person" includes a Corporation/Organization as well
as a natural person. If any competent court of law shall deem any portion of these bylaws invalid
or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall
be considered valid and operative, and (ii) effect shall be given to the intent manifested by the
portion deemed invalid or inoperative.
CERTIFICATE OF SECRETARY
I, Katrina Andrea Harkness, certify that I am the current elected and acting Secretary of the
benefit Corporation/Organization, and the above bylaws are the bylaws of this
Corporation/Organization as adopted by the Board of Directors on May 19, 2019, and that they
have not been amended or modified since the above.
EXECUTED on this day of _______________________________, in the County of Muscatine in
the State of Iowa.
__________________________________
(Duly Elected Secretary)