(as Revised October 21, 2002 )
ARTICLE I - OBJECTIVES
Section 1.1. Objectives. The objectives of this Corporation shall be to develop, promote, and provide effective conflict resolution services.
Section 1.2. Not-for-Profit. This Corporation is not organized for profit, or organized to engage in an activity ordinarily carried on for profit, and no part of its net earnings will inure to the benefit of any member or individual.
ARTICLE II - OFFICES
Section 2.1 Principal Office . The principal office of the Corporation in the State of Iowa shall be located in the City of Iowa City, Iowa, County of Johnson . The Corporation may have such other offices, either within or without the State of Iowa , as the Board of Directors may determine or as the affairs of the Corporation may require from time to time
Section 2.2. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Iowa a registered office, and a registered agent whose office is identical with such registered office, as required by the Iowa Nonprofit Corporation Act. The registered office may be, but need not be, the same as its principal office in the State of Iowa. The registered office or the registered agent at such registered office, or both, may be changed from time to time by the Board of Directors by compliance with the applicable provisions of the Iowa Nonprofit Corporation Act.
ARTICLE III - MEMBERS
The corporation will have no members.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.
Section 4.2. Number, Tenure, and Qualifications.
a. The number of Directors shall be no fewer than 5 and no greater than 21. The President, Vice President, Secretary and Treasurer shall be members of the Board of Directors and this Bylaw shall constitute their continuing appointment to the Board of Directors during their tenure in office.
b. Except as otherwise provided herein, each Director shall hold office for a term of three years and until that Director’s successor shall have been elected and qualified. There will be no limit on the number of terms a Director may serve.
c. The term of a director shall be three years except at the election of the first Board of Directors one-third of the directors shall be elected for three-year terms, one-third of the directors shall be elected for two-year terms, and one-third of the directors shall be elected for one-year terms for the purpose of creating staggered terms for the directors. Thereafter, the term for a member of the Board of Directors shall be three years.
Section 4.3. Regular Meeting . A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Iowa , as the place for holding any special meeting of the Board of Directors called by them.
Section 4.5. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram or electronic mail (E-mail) to each Director at such Director's address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 4.6. Quorum . A minimum 1/3 of the number of Directors entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present at any meeting of the Board of Directors, a majority of the Directors present and entitled to vote at such meeting may adjourn the meeting from time to time without further notice.
Section 4.7. Manner of Acting. Except as otherwise provided in these Bylaws, the act of a majority of the Directors present and entitled to vote at such meeting at which a quorum is present shall be the act of the Board of Directors.
Section 4.8. Vacancies. Any vacancy occurring in the Board of Directors and, to the extent permitted by law, any directorship to be filled by reason of an increase in the number of Directors shall be filled by the affirmative vote of a majority of the remaining Directors entitled to vote though less than a quorum of the Board of Directors. A Director so elected shall serve for the unexpired term of that Director’s predecessor in office or the full term of such new directorship, as the case may be.
Section 4.9. Compensation . Directors as such shall not receive any stated salaries for their services; but nothing herein contained shall be construed to preclude any Director from being reimbursed for expenses incurred in serving the Corporation or from serving the Corporation in any other capacity and receiving reasonable compensation therefor.
Section 4.10. Informal Action by Directors. Any action required to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds of the Directors entitled to vote.
Section 4.11. Meetings by Conference Telephone. Members of the Board of Directors may participate in a meeting of the Board by conference telephone or similar communications equipment. All persons participating in the meeting shall be able to hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting. Records of the meeting shall be kept as required by Article VII of these Bylaws.
Section 4.12. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any Corporation matter is taken shall be presumed to have assented to the action taken unless that Director’s dissent shall be entered in the minutes of the meeting or unless that Director shall file a written dissent to such action with the person acting as the Secretary of, the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
ARTICLE V - OFFICERS
Section 5.1. Officers . The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected by the Board of Directors and shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The offices of Secretary and Treasurer may be held by the same Person, and any other offices may be held by one or more persons.
Section 5.2. Election and Term of Office . The Secretary and Treasurer of the Corporation shall be elected annually by the Board of Directors from the membership of the Board of Directors at the regular annual meeting of the Board of Directors. If the election of the Secretary and Treasurer shall not be held at such meeting, such election shall be held as soon thereafter as it conveniently may. The Secretary and Treasurer shall hold office until the next regular annual meeting of the Board of Directors and until their successors shall have been duly elected and shall have qualified, at which time the Secretary or Treasurer shall succeed to Vice-President, the Vice-President shall succeed to President and the President of the Corporation shall succeed to immediate Past President. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until that officer’s successor shall have been duly elected and shall have qualified or until that officer’s death or until that officer shall resign or shall have been removed in the manner hereinafter provided.
Section 5.3. Removal. Any officer may be removed by a vote of two-thirds of all the members of the Board whenever in their judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5.5. President. The President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general the President shall perform all duties incident to the office of President such other duties as may be prescribed by the Board of Directors from time to time.
Section 5.6. Vice-President. In the absence of the President or in event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to them by the President or by the Boardof Directors.
Section 5.7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine, and, if any, the expense of the bond shall be paid by the Corporation. The Treasurer shall have all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation and from any source whatsoever; and deposit all such moneys in the name of the Corporation in such banks or other depositaries as shall be selected in accordance with the provisions of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to them by the President or by the Board of Directors.
Section 5.8. Secretary . The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the President or by the Board of Directors.
ARTICLE VI - COMMITTEES
Section 6.1. Committees of Directors . The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; amending the Articles of Incorporation; adopting a plan of merger or consolidation with another corporation or association; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or the Director by law.
Section 6.2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be appointed by the President for such purposes and for such duration as the President may from time to time designate. Any member thereof may be removed by the President whenever in the President's judgment the best interests of the Corporation shall be served by such removal. The President may terminate any committee so appointed as the President deems appropriate.
Section 6.3. Term of Office. Except as otherwise provided by the Board of Directors in the resolution appointing a committee member as provided in Section 6.1 of these Bylaws or by the President in appointing a committee member as provided in Section 6.2 of these Bylaws, each member of a committee shall continue as such until the next annual meeting of the Directors and until that committee member’s successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 6.4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6.5. Quorum . A majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6.6. Rules. Each committee may adopt rules of procedure not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 6.7. Informal Action. Any action required or permitted to be taken by a committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds of the members of the committee.
Section 6.8. Meetings by Conference Telephone. Members of a committee may participate in a meeting of the committee by conference telephone or similar communications equipment. All persons participating in the meeting shall be able to hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at the meeting. Records of the meeting shall be kept as required by Article VIII of these Bylaws.
ARTICLE VII - CONTRACTS, LOANS, CHECKS, DEPOSITS AND FUNDS
Section 7.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 7.2. Loans . No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 7.3. Checks, Drafts, etc . All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President.
Section 7.4. Deposits . Funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositaries as the Board of Directors may select.
Section 7.5. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise consistent with the objectives of the Corporation.
Section 7.6. Loans to Directors or Officers. No loans shall be made by the Corporation to the Directors or officers of the Corporation. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof.
ARTICLE VIII - BOOKS AND RECORDS
Section 8.1. Books and Records Maintained. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
Section 8.2. Inspection. All books and records of the Corporation may be inspected by any Board member, or the Corporation’s or Board member’s agent or attorney for any proper purpose at any reasonable time.
Section 8.3. Audit. The Board of Directors shall have the books and records of account of the Corporation audited annually by a certified public accountant.
ARTICLE IX - FISCAL YEAR
The fiscal year of the Corporation shall begin on January 1 of each year and shall end on December 31 of each year.
ARTICLE X - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Iowa Nonprofit Corporation Act or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended or repealed and new Bylaws adopted by the affirmative vote of two‑thirds of the Board present at a meeting of the Board of Directors. Notice of the meeting setting forth the proposed or a summary of the changes to be effected thereby shall be given to each Director at least seven (7) days prior thereto by written notice delivered personally or sent by mail to each Director at their address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.
ARTICLE XII - DISSOLUTION
Upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code, or the assets shall be distributed to the federal government, or to a state or local government, for a public purpose.
These Bylaws adopted at a meeting of the full Board on the 6th of June, 2002 by a majority vote of the Directors in office.
DATED this 6th day of June, 2002.
Mediation Services of Eastern Iowa
By Annie H. Tucker
President, under the Articles of Incorporation
By________________________________
Amendments to the Bylaws of MSEI
Re: Article XII Dissolution (included in above version)
At a meeting on October 21, 2002, with a quorum present, upon motion duly made, seconded by and passed by the Board of Directors by a two-thirds vote as required by Article XI of the MSEI bylaws, the following changes to the bylaws of Mediation Services of Eastern Iowa are made:
THAT Article XII Dissolution is amended to be consistent with Article X Dissolution in the Articles of Incorporation and shall henceforth read:
“Upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation for one or more exempt purposes within the meaning of Section 501© (3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code, or the assets shall be distributed to the federal government, or to a state or local government, for a public purpose.”
Signed: Janet Gorman, MSEI Treasurer 10/21/02
Re: Article V, Section 5.2 Election and Term of Office
Section 5.2. Election and Term of Office . All officers of the corporation shall be elected annually by the Board of Directors from the membership of the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as it conveniently may. All officers shall hold office until the next regular annual meeting of the Board of Directors and until their successors shall have been duly elected and shall have qualified. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until that officer’s successor shall have been duly elected and shall have qualified or until that officer’s death or until that officer shall resign or shall have been removed in the manner hereinafter provided.
This change is recommended to eliminate the existing provisions that require the Vice President to succeed the President and the Secretary or Treasurer to succeed the vice president. The concern is that the time presently required for succession from Treasurer/Secretary to Vice-President and then President is too extensive.
This amendment was adopted by the MSEI Board at the August 26, 2004 board meeting.