IPN By-Laws

Iowa Prairie Network
By-Laws

ARTICLE I

Identification

Section 1.

Name. The name of the organization shall be Iowa Prairie Network.

Section 2.

Origin.

ARTICLE II

Purpose

Section 1.

General Purpose.

To learn about, teach about, enjoy and protect Iowa's prairie heritage.

Section 2.

Scope. To accomplish the above goals by organizing a statewide group of dues paying members.

ARTICLE III

Membership

Section 1.

Eligibility. Any person who is in sympathy with the purpose of the organization shall be eligible for membership.

Section 2.

Classes. The membership shall consist of individual members and corporate members, and other classes of members as may be from time to time authorized by the Board of Directors.

Section 3.

Life Memberships. Memberships other than Life are annual memberships. Life memberships are for individual memberships only.

Section 4.

Dues. Dues of the various memberships of the Iowa Prairie Network shall be in accordance with a schedule prepared by the Board of Directors and may be changed by the Board of Directors.

Section 5.

Privileges. All membership classes shall have the right to vote. A member who is other than an individual person shall exercise any voting privileges through an official representative, who shall have one vote. Only members whose dues are fully paid shall be entitled to vote. Other privileges of all classes of memberships will be set forth by the Board of Directors in the Schedule of Dues.

ARTICLE IV

Membership Meetings

Section 1.

Annual Meeting. There shall be an annual meeting of members.

Section 2.

Special Meetings. Special meetings may be called by the president or vice-president or a majority of Board members.

ARTICLE V

Board of Directors

Section 1.

General Powers. The Board of Directors shall set policy, goals, and generally manage the affairs of the organization.

Section 2.

Tenure and Qualification. The Board of Directors of the organization shall consist of ~~fourteen (14)~~ twenty (20) members, which is two (2) members per each of seven (7) regions in Iowa, and six (6) at-large members. Directors shall hold office for three (3) years. Terms shall begin at the closing of annual meetings and end at the closing of annual meetings. Terms shall be staggered so that approximately one third of the Board of Directors shall be elected at each annual meeting.

Section 3.

Nominations. A nominating committee shall be appointed by the President and approved by the Board of Directors. The nominating committee shall present a slate of candidates at the annual meeting. Nominations shall also be accepted from the floor.

Section 4.

Election. Election of Board Members shall take place at the annual meeting.

Section 5.

Regular Board Meetings. A new board shall meet immediately following the annual meeting and elect officers and determine the schedule of meetings to be held at least quarterly by the Board of Directors.

Section 6.

Special Meetings. Special meetings shall be held by request from any officer or Board Member. Special meetings may be held by electronic media without notice, or in a specified location with three (3) days notice.

Section 7.

Vacancy. Whenever any vacancy shall occur on the Board of Directors, such vacancy

shall be filled by an appointee of the Board of Directors. This appointee shall stand for election at the next annual meeting for the remainder of the term.

Section 8.

Quorum. Five (5) members of the Board of Directors shall constitute a quorum.

ARTICLE VI

Officers

Section 1.

Number. The officers shall be a President, Vice-President, Secretary, and Treasurer.

Section 2.

Election and Term of Office. The officers of the organization shall be elected by the Board of Directors. Each officer shall hold office for one (1) year. Officers will be elected from the Board of Directors.

Section 3.

Removal and Vacancies. Any officer elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment, the best interest of the organization will be served thereby. A vacancy in the office because of death, resignation, removal, disqualification, or otherwise may be filled for the unexpired portion of the term by a recommendation of the remaining officers and approval of the Board of Directors.

Section 4.

Duties as President. The President shall preside at all general membership meetings and Board of Directors meetings. The President shall appoint all Chairman of committees subject to approval by the Board of Directors. The President shall be in charge of all operations of the organization and perform such other duties as are incident to the office and properly required by the Board of Directors.

Section 5.

Duties as Vice-President. The Vice-President shall assume the responsibilities of the President in his/her absence.

Section 6.

Duties as Secretary. The Secretary shall keep or cause to be kept, the minutes of the general meetings and Board of Director's meetings. The Secretary will be responsible for all general correspondence of the organization and shall perform any other duties that are incident to the office and are properly required by the President.

Section 7.

Duties as Treasurer. The Treasurer shall be responsible for all funds and financial records of the Chapter, subject to such regulations as may be imposed by the Board of Directors. The Treasurer may endorse on behalf of the organization for collection, checks, notes, and other obligations and shall promptly deposit receipts received in cash in the name of the Iowa Prairie Network in federally insured bank or banks or other federally insured depository in the name of the organization. If required by the Board of Directors, the Treasurer shall give a bond for the fair discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine, and the cost of said bond shall be paid by the Iowa Prairie Network.

ARTICLE VII

Committees

Section 1.

Special Committees. President or the Board of Directors may appoint, from time to time, such committees as are deemed necessary.

ARTICLE VIII

Fiscal Policies

Section 1.

Earnings. No part of the net earnings of the organization shall endure to the benefit or be distributable to the members, directors, officers or any other private persons except that the organization shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its proper purposes.

Section 2.

Gifts. Gifts to the organization may be accepted or returned by the organization. Any gift accepted may be disposed as seen fit by the Board of Directors.

Section 3.

Dissolution. In the event of dissolution of the organization, all assets will be turned over to organization(s) as determined by a final vote of the Board of Directors.

ARTICLE IX

Amendments

These by-laws may be amended at any annual or called meeting of the organization by a majority vote of the members present and voting, providing that the amendment has been proposed and read at the meeting and providing that each member present at the meeting receives a copy of the proposed amendment at or before the meeting

ARTICLE X

Parliamentary Authority

Section 1.

Authority. Robert's Rules of Order Newly Revised shall be the authority of all questions of parliamentary procedure.