| QUICK FIND ARTICLE I
NAME ARTICLE II
PURPOSE ARTICLE III
MEMBERSHIP ARTICLE IV BOARD OF DIRECTORS ARTICLE V OFFICERS ARTICLE VI MEMBERSHIP DUES ARTICLE VII MEMBERSHIP MEETING ARTICLE VIII COMMITTEES ARTICLE IX TERMINATION, DISSOLUTION OR LIQUIDATION OF ASSETS ARTICLE X PARLIAMENTARY AUTHORITY ARTICLE XIEXECUTION OF INSTRUMENTS ARTICLE XII INDEMNIFICATION ARTICLE XIII FUNDS ARTICLE XIV AMENDMENT OF BYLAWS ARTICLE XV FISCAL YEAR ARTICLE XVIAPPROVAL AND ADOPTION | RESTATED BYLAWS
FOR
IOWA ASSOCIATION
OF SCHOOL BUSINESS OFFICIALS 2010 This Corporation was formed the first day of May, 1987, as a nonprofit corporation under Iowa Code chapter 504A (1987), and the Bylaws were adopted the 10th day of April, 1987. Amendments were approved on April 15, 1988; April 3, 1992; April 2, 1993; April 8, 1994; April 4, 1997, April 3, 1998, March 26, 1999, March 30, 2001, April 5, 2002, March 31, 2006 and April 4, 2008. The following Restated Bylaws include all adopted amendments: WITNESSETH: ARTICLE I NAME The name of this Corporation shall be the Iowa Association of School Business Officials. (Hereinafter sometimes referred to as the "Association". ARTICLE II PURPOSE Section 1. General Purposes. The general purpose of this Corporation shall be as fully set forth in the Articles of Incorporation. Section 2. Funds. This Corporation may accept personal, corporate and governmental grants to secure funds necessary to provide for programs and services in accordance with these stated purposes. ARTICLE III MEMBERSHIP Section 1. Active Membership. Active membership is restricted to currently employed public school district employees or area education agency employees whose job responsibilities include school business operations. Upon payment of the membership dues as provided in these Bylaws, the individual becomes a member of this Corporation and has all privileges afforded to the organization including voting rights. Section 2. Associate Membership. Associate membership is restricted to individuals or businesses who are actively engaged or employed in the field of school business management for any public, private, or parochial school including technical Junior Colleges and institutions of higher learning as well as the Department of Education, the Iowa Association of School Boards, and School Administrators of Iowa. Associate members shall have no voting privileges and may not hold an office in the organization. Dues for associate members shall be as provided in these Bylaws. Section 3. Retired Membership. Retired membership is available to active or associate members as long as such persons are not employed in any areas of school management or related endeavors. Dues for retired members shall be as provided for in the Bylaws. Section 4. Honorary Membership. Honorary membership may be given by the Board of Directors to any former officer of the Association of School Business Officials International and to any retired former officer of this Association, and to such other persons who by their act or position, have shown an outstanding interest in this Association and have contributed to its betterment. Honorary members have no voting privileges, may not serve as an officer and will not be assessed a membership fee. ARTICLE IV BOARD OF DIRECTORS Section 1. Board Members. The affairs of this Corporation are governed by a Board of Directors consisting of the officers of this Association and two district directors. Legal Counsel and/or designee and the Executive Director shall serve as ex-officio members of the Board of Directors and may be in attendance at board meetings. Section 2. Election. Officers and district directors will be elected by majority vote of the membership present at the annual meeting of this Corporation. Section 3. Vacancies. Vacancies which may occur on the Board of Directors will be filled by the Board of Directors for the unexpired term as provided in these Bylaws. Section 4. Regular Meetings. The Board of Directors of this Corporation shall hold regular meetings at such time and place as they shall determine. Section 5. Special Meetings. The President or a majority of the Board of Directors may call a special meeting of the Board of Directors with notice an purpose of the meeting being given to all Directors and officers. Section 6. Notice. Notice of any meeting shall be mailed at least fifteen (15) days in advance of the date of the meeting at the last address of the Directors and ex officio members of the Board as recorded in the office of this Corporation. Notice may be waived in writing signed by all Directors. Section 7. Quorum. At any meeting of the Board of Directors, called with proper notice, a quorum for the transaction of any business shall be a majority of the Directors. Section 8. Compensation. All members of the Board of Directors shall serve without compensation except that actual expenses authorized by the Board of Directors may be reimbursed. Section 9. Regional Chairs. A regional chair is elected from each region for a two year term which shall commence on July 1. There is a two term limit for members to serve as regional chairs. The Board of Directors will determine the boundary of each region. Regional chairs from odd numbered districts shall be elected in odd numbered years and regional chairs from even numbered districts shall be elected in even numbered years. Section 10. District Director. A regional chair from each of the two IASBO districts serves on the Board of Directors. The Board of Directors will determine the boundary of two director districts. The term of office for a district director is two years. The district directors will serve staggered terms. The regional chairs of each District shall make a recommendation to the Nominating Committee for the office of director from the District. Section 11. Executive Director. The Board of Directors may employ an executive director and such other individuals as the Board may deem necessary to serve at the Board’s direction. The executive director is an ex officio, non-voting member of the Board. The Board will determine the duties and compensation of the executive director and any other individuals it may employ or contract. ARTICLE V OFFICERS Section 1. Officers. The officers of this Corporation shall consist of a President; a President-Elect; a Secretary; a Treasurer; and the immediate Past President. (a) President. It shall be the duty of the President to preside at all meetings of the Association and to perform all duties incident to the office of the President and such other duties as may be prescribed from time to time by the Board of Directors and these Bylaws. The President shall serve as an ex-officio member of the Professional Growth and Academy Advisory Committee. (b) President-Elect. It shall be the duty of the President-Elect to perform the duties of the President in the absence of the President, or in the event of the President’s inability or refusal to act. The President-Elect when thus acting shall have the powers of and be subject to all restrictions placed upon the President. The President-Elect shall be the chair of the Committee of Regional Chairs and shall serve as an Ex-Officio member of the Professional Growth Committee. The President-Elect shall perform such other duties as from time to time may be assigned by the President or the Board of Directors and these Bylaws. The President-Elect shall automatically succeed to the office of President. (c) Secretary. The Secretary shall be responsible for maintaining the records and accounts of the Association and shall keep the minutes of the meetings of the Association and of the Board of Directors; shall see that all notices are duly given in accordance with the Association’s Articles of Incorporation and Bylaws; shall be the custodian of the corporate records and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors and these Bylaws. (d) Treasurer. The Treasurer shall be responsible for overseeing the maintenance of accurate records of the Association’s financial transactions; assist in the preparation of the annual budget; annually review and make recommendations to the Board of Directors on the investments of the Association; monitor the monthly financial reports submitted to the Board of Directors; assure the annual audit of the financial records; and perform such other duties as from time to time may be assigned by the President or by the Board of Directors and these Bylaws. (e) Immediate Past President. The Immediate Past President shall serve as chair of the Nominating Committee and the Constitution and Bylaws Committee and shall otherwise perform such duties as from time to time may be assigned by the President or Board of Directors and these Bylaws. Section 2. Term of Office. The term of office for the President, President-Elect, and Past President shall be one year and for Secretary and Treasurer shall be two years. The terms of office for these officers commence July 1 and end June 30 or until their successors are elected and qualified. Section 3. Officers as Directors. The officers shall serve as members of the Board of Directors. Section 4. No Compensation. All officers of the Corporation shall serve without compensation except that actual expenses authorized by the Board of Directors may be reimbursed. Section 5. International Membership. An officer must hold membership in the Association of School Business Officials International during the term of office. ARTICLE VI MEMBERSHIP DUES Section 1. Schedule of Dues. A schedule of dues for all active and associate membership classifications will be approved by the membership at the annual meeting upon recommendation of the Board of Directors. ARTICLE VII MEMBERSHIP MEETING Section 1. Annual Meeting. There shall be an annual meeting of the membership of the Corporation to be held in the third or fourth quarter of each fiscal year at such time and place as determined by the Board of Directors. Notice must be given not less than 30 days in advance of the designated date. Section 2. Special Meetings. Special meetings of the membership may be called upon petition of a majority of the Board of Directors. The time, place and notice of such special meeting shall be the same as prescribed for the annual meeting. Section 3. Quorum. A majority of the active members present at the annual or properly called special meetings shall constitute a quorum for the transaction of Association business. ARTICLE VIII COMMITTEES Section 1. Committees. The President with the advice of the Board of Directors may appoint committees from the membership as deemed necessary. Section 2. Nominating Committee. The Immediate Past President shall serve as chair of the Nominating Committee. The Nominating Committee shall consist of the Immediate Past President and the last two immediate past presidents. A vacancy on the Nominating Committee shall be filled by the President with the advice of the Board of Directors. The Nominating Committee shall nominate officers and district directors at the Annual Meeting and shall consider the recommendation of the regional chairs for the office of director from the District.. Section 3. Committee of Regional Chairs. The membership of each region before the annual meeting of the Association shall elect a regional chair to lead the region. The President-Elect shall be the chair of the Committee of Regional Chairs. ARTICLE IX TERMINATION, DISSOLUTION OR LIQUIDATION OF ASSETS In the event of termination, dissolution or liquidation of assets of this Corporation, its assets shall be applied and distributed as follows: A. All liabilities of this Corporation shall be paid and discharged, or adequate provisions shall be made therefore; B. Assets held by this Corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such instruments governing the establishments of such requirements; and C. Any remaining assets shall be transferred or conveyed exclusively for the purposes of the Corporation or to such organization or organizations operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3), 27 USCA, Internal Revenue Code of 1986, as it may be amended, in such manner as the Board of Directors shall determine. ARTICLE X PARLIAMENTARY AUTHORITY "Robert’s Rules of Order, Revised" shall govern all activities of this Corporation except as limited by the Articles of Incorporation, or these Bylaws. Such rules may be amended at any time by a majority vote of the active members present. ARTICLE XI EXECUTION OF INSTRUMENTS Section 1. Checks and Debt Instruments. All checks, promissory notes, funds, debentures and such other obligations drawing upon funds of this Corporation shall require the signature of the Executive Director or Treasurer of this Corporation. Section 2. Contracts, Deeds and Leases. All contracts, deeds and leases shall be signed by the President or President-Elect and co-signed by the Secretary or Treasurer upon resolution approving such instrument by the Board of Directors. ARTICLE XII INDEMNIFICATION Section 1. This Corporation 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 proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of this Corporation) by reason of the fact that the person is or was a Director, officer, employee, agent, member or volunteer of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding except as to any matter as to which the person shall have been adjudicated to have involved intentional misconduct, knowing violation of the law or to have derived improper personal benefit, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the 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 was involved in intentional misconduct, knowing violation of the law or derived improper personal benefit, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful. Section 2. This Corporation 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 or suit by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that the person is or was a Director, officer, employee, agent, member or volunteer of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or another enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated to have been involved intentional misconduct, knowing violation of the law or derived improper personal benefit unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 3. To the extent that a Director, officer, employee, agent, member or volunteer of this Corporation has been successful on the merits or otherwise in deference of any action, suit or proceeding referred to in sections 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Section 4. Any indemnification under sections 1 and 2 (unless ordered by a court) shall be made by this Corporation only as authorized in the specific case upon a determination that the indemnification of the Director, officer, employee, agent, member or volunteer is proper in the circumstances because such person has met the applicable standard of conduct set forth in sections 1 and 2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the members. Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by this Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in section 4 upon receipt of an undertaking by or on behalf of the Director, officer, employee, agent, member or volunteer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by this Corporation as authorized in this Article. Section 6. This Corporation has the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, agent, member or volunteer of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not this Corporation would have the power to indemnify such person against such liability under the provisions of this Article. Section 7. The rights of the indemnification provided in this Article shall be in addition to any rights to which any such person may otherwise be entitled under any bylaw, agreement, statute, vote of members or otherwise at the time of incurring or becoming subject to such liability and expense. Service on the Board of Directors of this Corporation or as an officer, employee, agent, member or volunteer is deemed to have been undertaken and carried on in reliance by such persons on the full exercise by this Corporation of all powers of indemnification which are granted to it under this Article, and the Iowa Nonprofit Corporation Act as amended from time to time. Accordingly, this Corporation shall exercise all of its powers whenever, as often as necessary, and to the fullest extent possible, to indemnify such persons. Indemnification shall be limited or denied only when and to the extent provided above unless the Iowa Nonprofit Corporation Act or other applicable legal principles limit or deny this Corporation authority to so act. This Article and the indemnification provisions of the Iowa Nonprofit Corporation Act shall be construed liberally in favor of the indemnification of such persons. The rights of indemnification provided in this Article shall not abrogate any right of immunity of any director, officer, employee, agent, member or volunteer of this Corporation as may be provided by Iowa law as amended from time to time. ARTICLE XIII FUNDS Nothing to the contrary withstanding, all funds utilized for the purposes of the Corporation shall be deposited in the lawful depository of this Corporation and be disbursed only by resolution of the Board of Directors, or as provided in the budget, or as required by existing contracts previously approved by the Board of Directors. ARTICLE XIV AMENDMENT OF BYLAWS Section 1. Two-Thirds Vote. These Bylaws may be amended, repealed, or altered only by a two-thirds vote of the active members present at the annual meeting as provided in section 3 of this Article. Section 2. Notice. Information setting forth the proposed amendment or summary of the changes in the proposed amendment shall be given to members not less than fifteen days before the date of a special meeting, either personally, electronically, or by mail to all members. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at this address as it appears on the membership records of this Corporation, with postage thereon prepaid. Amendments must be referred to the Committee on Bylaws for recommendation. Section 3. Annual Meeting. These Bylaws may be amended, repealed, or altered at the annual meeting of this Association, provided that resolutions for change or addition must be presented on the first day of the annual meeting. Such resolutions will be referred to the Committee on Bylaws for recommendation and may be submitted for approval by the Association at a general session held on the last day, prior to adjournment, by a two-thirds majority of the active members present. The Committee on Bylaws is required to place resolutions, which have been properly presented, before the general assembly of the active members on the last day of the annual meeting. ARTICLE XV FISCAL YEAR The fiscal year of this Corporation shall be from the first day of July through the last day of June. ARTICLE XVI APPROVAL AND ADOPTIONThese amended Bylaws shall be effective immediately on the affirmative vote of two-thirds of the members present and voting at a meeting called for that purpose. |
