Be it known that we do hereby associate ourselves as a body politic and corporate pursuant to the statute laws of the State of Iowa regulating the formation and organization of corporations without capital stock and the following are our Articles of Association:

Article I: Name

The name of our association shall be: The Friends of IAGenWeb.

Article II: Purpose

The Friends of IAGenWeb exist to insure funding of the IAGenWeb Project http://iagenweb.org/. No part of the assets or income of our association shall inure to the benefit of or be distributable to the members, the officers, or any of them, or to other private persons except that our association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Article III: Office

The principal office of Friends of IAGenWeb shall be designated as the address of the Treasurer which is currently 1424 Caneel Ct Irving TX 75060. This address will be updated to always reflect the current Treasurer's current address.

Article IV: Membership

Section 1.  General members of the Friends of IAGenWeb are all those who have made a financial donation within the past year. Membership runs for one year from the date of the general member's last donation. General members are entitled to recognition on the Friends website. The Board of Directors may designate various levels of general membership and specify appropriate perquisites and recognitions for those levels. The board may further extend levels of membership to those who perform work on its behalf, even if they make no financial contribution.

Section 2.  Voting members of the Friends of IAGenWeb are those who sit on the Board of Directors.

Section 3.  The Board of Directors may develop any form of contributor recognition as deemed suitable, including honorary membership. However, such honorary members shall not carry the rights nor responsibilities of voting members.

Section 4.  The Board of Directors of the Friends may recommend to the membership special recognition for contributions.

Article V: Finance

Section 1. Corporate sponsorships shall be negotiated separately and must be approved by the board.

Section 2. Deposits and disbursements:

1. All dues and funds shall be made payable to -- Friends of IAGenWeb.
2. Contributions are tax-deductible to the extent allowed by law.
3. Expenditures must be approved by the Friends of IAGenWeb Board of Directors and requests to issue a check on behalf of the Friends of IAGenWeb shall be signed by the Treasurer of the Friends of IAGenWeb.
4. The President has veto power over an expenditure.
5. Reports of receipts and expenditures from Friends of IAGenWeb funds shall be given by the Treasurer at each regular business meeting. Such reports, however, shall be not less than quarterly.  If regular business meetings do not occur within the allotted time, such reports shall be posted online at:
   Receipts and Expenditures

Article VI: Board of Directors

Section 1. The executive authority of the Friends of IAGenWeb shall be vested in a Board of Directors, the responsibilities and duties of whom shall include, but not be limited to:

1. raising funds by any means not expressly forbidden by these bylaws or by any law or statute
2. allocating and expending such funds in furtherance of the purposes of the Friends
3. recommending a schedule of dues and establishing benefits of each of the various classes of members.

Section 2. The Board of Directors shall consist of the four (4) officers, as many Past IAGenWeb State Coordinators as choose to participate, AND A DIRECTOR-AT-LARGE. The term of office for the Treasurer shall run for three years. Terms of office for other officers shall run for one year. Terms begin July 1st and end June 30th, except for appointed positions, which begin on the day of confirmation by the Board in the annual meeting and end when the next appointed positions are confirmed by the Board in an annual meeting. Past State Coordinators will remain in office until they resign or are removed. A past member can not rejoin the board unless they obtain qualifying status through election to IAGenWeb leadership OR ARE APPROVED FOR AN APPOINTED POSITION. The Secretary, Treasurer, and Director-at-Large shall be selected and appointed from the general membership by the President with confirmation by the Board. The President is the current IAGenWeb State Coordinator. The Vice-President is the current IAGenWeb Assistant State Coordinator.

Section 3. All Directors shall serve until the expiration of their terms except in cases of incapacity, resignation, or removal from office. An affirmative vote of two-thirds of all members of the Board shall be required to remove a Director from office. Two consecutive, unexcused absences from Board meetings shall constitute a resignation from the Board.  The President shall, with the concurrence of the Board, have the authority to appoint a person to fill any vacancy occurring through the resignation, incapacity, or removal from office; the appointed Director shall serve until the expiration of the vacated term.

Article VII: Executive Committee

Section 1. The Executive Committee shall consist of four (4) members as follows:

• President
• Vice-President
• Secretary
• Treasurer

Section 2. The duties of the Executive Committee shall be to act on behalf of the Board, during the interval between board meetings, in all matters related to the operation of the Board, including, but not limited to the duties stated in Article V, Section 1, of the bylaws, except those actions requiring full Board or membership approval as specified elsewhere in the bylaws.

Section 3. Four (4) voting members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Committee.

Article VIII: Officers of the Friends

Section 1. The officers of the Friends of IAGenWeb shall be a President, Vice-President, Secretary, and Treasurer.

Section 2. The president shall be the chief officer of the Friends of IAGenWeb, fulfilling all of the normal duties of that office including, but not limited to, presiding at all meetings of the Board of Directors, conducting the business of the association with the concurrence of the Board of Directors, affixing an official signature to association documents, and representing the Friends of IAGenWeb in an official capacity.

Section 3. The duties of the Vice-president shall be to assist the President in the fulfillment of his/her duties and to act on behalf of the president in the event of his/her absence.

Section 4. The Secretary shall be responsible for maintaining the Friends of IAGenWeb records and the minutes of all Board meetings and conducting all official correspondence.

Section 5. The Treasurer shall be responsible for maintaining the financial records, certifying the accuracy of all requests for expenditure of funds, and preparing quarterly reports of income and expenses. The Treasurer shall deliver a complete annual report at the Annual Meeting of the Friends of IAGenWeb.

Article IX: Meetings [Revised and approved 10 Aug 2019]

Section 1. Unless otherwise authorized by the Board of Directors the annual business meeting will be held in the month of July of each year on a date to be determined by the Executive Committee.

Section 2. A quorum for conducting business shall be defined as those directors present at all Board of Directors Meetings which include the Annual and all other meetings.

Section 3. The Board of Directors shall meet at least twice each year and at other times as called by the President or by any three (3) Directors.  At least two weeks advance notice must be given for board meetings which includes a tentative agenda.  This advance notice for board meetings can be waived by consent of two-thirds of the full board.

Section 4. All meetings shall be conducted according to Robert's Rules of Order Parliamentary Procedure.

Section 5. Basic guidelines for meetings. As Friends of IAGenWeb hold the meetings online, 24 to 48 hours should be given for comments and voting. Once all directors present have been heard from and a vote taken, the President can commence with the next agenda item even if there is still time allotted for responses.

1. Call to Order — Roll Call
2. Reading of Minutes — The secretary gives the URL of all previous outstanding meeting minutes where they are posted online. If there are no additions nor corrections to the minutes, they stand approved as posted and/or corrected. [Does not require a motion nor a vote to accept.] If someone raises an objection, a motion of approval is required, which must be seconded and voted on.
3. Treasurer's Report — The treasurer gives their report including the URL where posted. Board members are given the opportunity to ask questions. If there are no objections and/or corrections, the treasurer's report will stand approved [no motion, nor vote]. If someone raises an objection, a motion of approval is required, which must be seconded and voted on.
4. Unfinished Business — Includes any items that require the Board’s action that are left over, or postponed, from a previous meeting. This may be followed by a motion dealing with specific items of unfinished business
5. Appointments — Treasurer, Secretary and/or Director-at-large are appointed at the annual July meeting. They are to be approved by the Board – a motion must be made and seconded and then voted upon. The treasurer is only voted on at the beginning of their three-year term. Once the appointments are in effect, previous individuals in these appointments who were not Directors, will no longer be able to participate in the business of the organization (including voting) except as a visitor, which includes visitor comments time.
6. New Business —This includes original new business agenda items and additional agenda items raised at this meeting, which were not included on the agenda, and which require Board action. This is the Board’s chance to raise issues that are not included on the agenda. To open this part of the meeting after the Agenda listed items, the President would ask “is there any other new business to be presented?” For the group to make a decision on any new business brought up at a meeting, a motion, a second, a chance for discussion, and a vote are required. The motion and second must be made prior to any discussion. The individual making the motion can talk to the motion after there is a second and before others comment. They can also answer questions to the motion throughout the discussion. There must be a motion to end the discussion prior to the vote. It must be seconded with a 2/3 majority vote. The President will call for the motion to end the discussion period no sooner than 48 hours after the discussion has commenced.
7. Open the floor for Comments —Comments from the Board and/or visiting guests can be heard at this time; the president giving the assembly a reasonable time frame in which to do so.
8. Adjournment — When the business of the meeting is finished, and if no one has made a motion to adjourn, the President asks for a motion to adjourn. A motion to adjourn must be seconded, and is then voted on without debate.

* Note: motions that are not seconded will die due to the lack of a second and, therefore, require no further action.

Article X: Amendments to These Bylaws

These Bylaws may be amended by a two-thirds vote of Directors present.

Article XI: Meeting Location

Meetings of the Friends will occur online and are open to the public.