Friends of IAGenWeb/Articles of Association

[January 2013 update: You will find old text with a line-through, followed by replacement text in blue. General comments of explanation are in green and in brackets.]

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.

The principal office of Friends of IAGenWeb shall be maintained at 1200 Ninth Avenue North, Clear Lake, Iowa.
The principal office of Friends of IAGenWeb shall be designated as the address of the Treasurer which is currently 704 Franklin St., Keosauqua, IA 52565. This address will be updated to always reflect the current Treasurer's current address.
[The former postal address is no longer Loren Toomsen's current address and should not be referenced. This address needs to agree with our annual 990-N filing. If the treasurer changes (or changes addresses), we should be able to update this statement without requiring action from the board. In the background, we are looking into what needs updating (if anything) for 501(c)(3) and IRS purposes. The address submitted with the 990-N filing may be enough.]

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:

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. [Approved August 2008] 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 from July 1 to June 30. Terms of office for other officers shall run for one year from July 1 to June 30.
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.
[The reason for the change is that appointed positions cannot be active until the first meeting by the president well after July 1st! The appointed folks (Secretary, Treasurer and Director-at-Large) cannot serve until they are confirmed! The previous appointees will serve into July until the day new appointees have been confirmed.]
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:

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

Section 1. Unless otherwise authorized by the Board of Directors the annual business meeting will be held in the month of January July of each year on a date to be determined by the Board of Directors Executive Committee.
[The reason to call the first meeting of the President (in July) the Annual Meeting is that an annual meeting for organizations is the time appointments are made and confirmed and meeting items are vote on. We make appointments in July. General board meetings may or may not have items requiring a vote.
The reason for a meeting date to be determined by the Executive Committee is the difficulty and time in getting the entire Board in a meeting (basically) to determine a date for a meeting! Also, I believe the Executive Committee has been determining the date for years or perhaps from the beginning of the formation of Friends.]

Section 2. A quorum for conducting business at the Annual Meetings shall be defined as those directors present at such 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. Items requiring a vote should be published in an agenda accompanying the notice. This advance notice can be waived by consent of two-thirds of the full board.

Section 4. All meetings shall be conducted according to Alice Sturgis' "The Standard Code of Parliamentary Procedure".

Article X: Amendments to These Bylaws

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

Revised September 7, 2004
Revised March, 2007
Revised August, 2008
Revision 10 February, 2013

Article IV: Membership [Original from 2004 - March 2007]

Section 1. General members of the Friends of IAGenWeb are all those who make an annual financial contribution. 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.