|BYLAWS OF IOWA VETERINARY MEDICAL ASSOCIATION FOUNDATION
|ARTICLE I. OFFICES AND REGISTERED AGENT
Section 1.1 Principal Office. The location of the principal office of the corporation in the State of Iowa will be identified in the corporation's biennial report filed with the Iowa Secretary of State.
Section 1.2. Registered Office and Registered Agent. The initial registered agent and office of the corporation are set forth in the Articles of Incorporation. The registered agent or registered office, or both, may be changed by resolution of the board of directors.
ARTICLE II. MEMBERS
Section 2.1. The membership of this corporation shall be composed of the members of the Executive Board of the Iowa Veterinary Medical Association as from time to time constituted.
Section 2.2. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 2.3. Expulsion, Suspension or Termination of Membership. The board of directors, by affirmative vote of two-thirds of all of the members of the board, may expel, suspend or terminate a member for cause after providing not less than fifteen (15) days notice to the member of the proposed expulsion, suspension, or termination and reasons therefore and an opportunity for a hearing.
Section 2.4. Resignation. Any member may resign by filing a written resignation with the secretary, but resignation shall not relieve the member of the obligation to pay any dues, assessments or other charges previously accrued and unpaid.
Section 2.5. Reinstatement. Upon written request signed by a former member and filed with the secretary, the board of directors may, by the affirmative vote of two-thirds of the members of the board, reinstate the former member to membership upon such terms as the board of directors may deem appropriate.
Section 2.6. Transfer of Membership. Membership in this corporation is not transferable or assignable.
ARTICLE III. MEETINGS OF MEMBERS
Section 3.1. Annual Meeting. The annual meeting of members for the selection of directors and the transaction of such business as may come before the meeting shall be held as provided in Article XI of the Articles of Incorporation. No notice of said meeting need be given to the members.
Section 3.2. Special Meetings. Special meetings of the members may be called by the president or the board of directors, and shall be called by the board of directors upon the written demand, signed, dated and delivered to the secretary by not less than one-tenth of the members having voting rights. Such written demand shall state the purpose or purposes for which such meeting is to be called. The time, date and place of any special meeting shall be determined by the board of directors or by the president. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
Section 3.3. Place of Meeting. The board of directors may designate any place, either within or outside of the state of Iowa, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the state of Iowa.
Section 3.4. Notice of Meetings. Notice stating the place, day and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of such meeting or if notice is mailed by other than first class or registered mail not less than 30 days before the date of the meeting. In case of a special meeting or when required by statute or by these bylaws, the purposes for which the meeting is called shall be stated in the notice. Notice may be communicated in person, by mail, or other method of delivery, or by telephone, voice mail, or other electronic means. Written notice by the corporation to its members, if in a comprehensible form, is effective according to one of the following: (i) upon deposit in the United Sates mail, if mailed post-paid and correctly addressed to the member's address shown in the corporation's current record of members; or (ii) when electronically transmitted to the member in a manner authorized by the member.
Section 3.5. Waiver of Notice. Any member may waive any notice required by law or these bylaws if in writing and signed by any member entitled to such notice, whether before or after the date and time stated in such notice. Such a waiver shall be equivalent to notice to such member in due time as required by law or these bylaws. Any such waiver shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A member's attendance at a meeting, in person or by proxy, waives (i) objection to lack of notice or defective notice of such meeting, unless the member at the beginning of the meeting or promptly upon the member's arrival objects to holding the meeting or transacting business at the meeting, and (ii) objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Section 3.6. Quorum. Members equal to one-half (1/2) of the number constituting the Executive Board of the Iowa Veterinary Medical Association shall constitute a quorum at any meetings of members of this corporation. Voting by proxy shall not be permitted.
Section 3.7. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, spelling out the action so taken, shall be signed by at least eighty (80) percent of the members entitled to vote with respect to the subject matter of the action. The member consent may be transmitted electronically in accordance with Article XII. Written notice of member approval must be given to all members who have not signed the written consent. If written notice is required, member approval shall be effective ten days after such written notice is given. A written consent may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of unrevoked written consents sufficient in number to take the corporate action.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1. General Powers. The affairs of the corporation shall be managed by its board of directors. Directors need not be residents of the state of Iowa nor members of the corporation.
Section 4.2. Number, Tenure and Qualifications. The number of directors shall be no fewer than five (5). Each director shall hold office until the director's successor shall have been elected and qualified. Said Directors shall be elected by the members of this Corporation and the term of office of each Director shall be five years. Any vacancy in the Board of Directors shall be filled for the unexpired term by the Executive Board of the Iowa Veterinary Medical Association.
Section 4.3. Regular Meetings. The regular meeting of the board of directors shall be held on such date as the board of directors shall by resolution specify. The board of directors may provide by resolution the time and place, either within or outside of the state of Iowa, for the holding of additional regular meetings of the board without other notice than the 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 any two directors. The persons authorized to call special meetings of the board may fix any place, either within or outside of the state of Iowa, as the place for holding any special meeting of the board 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 by written notice delivered personally or sent by mail, fax or other electronic means to each director at the 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 in a sealed envelope so addressed, with postage prepaid. If notice is given by fax or other electronic means, it shall be deemed to be delivered when successfully transmitted to the recipient. 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, unless specifically required by law or by these bylaws.
Section 4.6 Place of Meetings, etc. The board of directors may hold its meetings at such place or places within or without the State of Iowa, as the board may from time to time determine. A director may participate in any meeting by any means of communication, including, but not limited to telephone conference call, by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 4.7. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 4.8. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
Section 4.9 Resignation. Any director of the corporation may resign at any time by delivering written notice to the president, the board of directors, or the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
Section 4.10. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the corporation. A director elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office.
Section 4.11. Compensation. Directors shall not receive any stated salaries for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; but nothing contained here shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation for such services.
Section 4.12. Informal Action by Directors. Any action required by law 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 out the action so taken, shall be signed by all of the directors. The director consent may be transmitted electronically in accordance with Article XII (Electronic Transmission) of these bylaws. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to the delivery to the corporation of unrevoked written consents signed by all of the directors.
ARTICLE V. OFFICERS
Section 5.1. Officers. The officers of the corporation shall be a president, one or more vice-presidents (the number to be determined by the board of directors), a secretary, a treasurer and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint the other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, to have the authority and perform the duties prescribed by the board of directors. Any two or more offices may be held by the same person.
Section 5.2. Election and Term of Office. The officers of the corporation shall be elected annually by 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, it shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until their successor shall have been elected and shall have qualified.
Section 5.3. Removal. Any officer elected may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served by such director's removal, 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 officers for the unexpired portion of the term.
Section 5.5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The president shall preside at all meetings of the members and 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 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 and such other duties as may be prescribed by the board of directors.
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 (or in the event there be more than one vice-president, the vice-presidents in the order of their election) 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 maybe assigned by the president or by the board of 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 as the board of directors shall determine. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII (Contracts, Checks, Deposits and Gifts) of these bylaws; and in general perform all the duties incident to the office of treasurer and such other duties as may be assigned to the treasurer by the president or by the board of directors.
Section 5.8. Secretary. The secretary shall keep the minutes of the meetings of the members and of the board of directors in books provided for that purpose; see that all notices are given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member which shall be furnished to the secretary by that member; and in general perform all duties incident to the office of secretary and such other duties as may be assigned by the president or by the board of directors.
Section 5.9. Assistant Treasurers and Assistant Secretaries. If required by the board of directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform the duties assigned to them by the treasurer or the secretary or by the president or 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 directors in office, 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 the 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 authorized distributions; approve or recommend to members dissolution, merger, or sale, pledge, or transfer of all or substantially all of the corporation's assets; elect, appoint, or remove directors or fill vacancies on the board or any of its committees; or adopt, amend, or repeal the articles or bylaws. The appointment of any such committee and the delegation of authority shall not operate to relieve the board of directors of any responsibility imposed upon it 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 designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in the resolution, members of each such committee shall be members of the Iowa Veterinary Medical Association and the president of the corporation shall appoint the members of the committees. Any member may be removed by the persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
Section 6.3. Term of Office. Each member of a committee shall continue as a member until the next annual meeting of the members of the corporation and until the member's successor is appointed, unless the committee shall be terminated sooner, or unless the member be removed from the committee, or unless the member shall cease to qualify as a member of the committee.
Section 6.4. Chair. One member of each committee shall be appointed chair by the person or persons authorized to appoint the members of the committee.
Section 6.5. 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 6.6. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, 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.
ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND GIFTS
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. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, or other evidences of indebtedness issued in the name of the corporation, shall be signed by those officers or agents of the corporation and in a manner as shall be determined by resolution of the board of directors.
Section 7.3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in the banks, trust companies or other depositories as the board of directors may select.
Section 7.4. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
ARTICLE VIII. GIFTS, DONATIONS AND BEQUESTS
Section 8.1. Gift, donations and bequests may be given directly to the Iowa Veterinary Medical Association Foundation with directions that the principal or income there from shall be used for certain specified purposes, or the principal of such gift, donation or bequest may be given to some other person, corporation or trustee with instructions that the income there from shall be paid either to the Iowa Veterinary Medical Association Foundation or disbursed in accordance with the instructions of the Board of Directors of the Iowa Veterinary Medical Association Foundation; provided, however, that the uses and purposes of all such gifts, donations and bequests, either of income or principal, shall be in accord with the purposes specified in the Articles of Incorporation.
Section 8.2. Unless some special purpose accompanies such gifts, donations or bequests, the Board of Directors of the Iowa Veterinary Medical Association Foundation may disburse the income for the purposes specified in the Articles of Incorporation.
Section 8.3. Unless otherwise specified by the terms of the gift, donation or bequest, all money or property received by the corporation together with any income transferred thereto by order of the Board of Directors shall constitute its endowment fund. The Corporation may not expend nor commit in any one calendar year in excess of twenty percent (20%) of such endowment fund.
ARTICLE IX. SCHOLARSHIPS AND GRANTS
Each year the Board of Directors shall review the Foundation financial status. An amount not to exceed 75% of the accumulated annual income of the Foundation shall be set aside for scholarships, emergency need scholarships and grants for projects other than student financial aid. The remaining 25% of accumulated annual income shall be retained by the Foundation to offset inflation and to provide the opportunity to increase future scholarships, emergency need scholarships and grants.
The Board of Directors will determine the dollar amount to be allocated to each of these three areas annually. The Board of Directors is not required to allocate money to each area each year.
Section 9.1. Scholarship – The Board of Directors may make available a specific amount of funds and the terms of these scholarships on an annual basis in consultation with the Associate Dean for Academic and Student Affairs at the College of Veterinary Medicine at Iowa State University, but the selection of recipients shall be made by the Iowa State University’s College of Veterinary Medicine Student Awards Committee.
Section 9.2. Emergency Need Scholarships – This section shall replace the former Foundation loan program. The Board of Directors, annually, may set the terms of these emergency scholarships and may make available a specific amount of funds in consultation with the Associate Dean for Academic and Student Affairs at the College of Veterinary Medicine at Iowa State University to be used as emergency need scholarships at the discretion of the Associate Dean for Academic and Student Affairs. This money is not to be publicized and is to be used only for true emergencies. If there is not a need, the grant money will not be awarded and will remain with the Foundation. Any unused amount will not be carried forward to a succeeding year. The Associate Dean for Academic and Student Affairs shall make a written report to the Board of Directors at each Board meeting detailing how any funds were dispersed.
Section 9.3. The Board of Directors may make grants for projects other than student financial aid that are not inconsistent with the Articles of Incorporation, Article III.
ARTICLE X. BOOKS AND RECORDS
Section 10.1 Books and Records. 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 as well as other documents required to be maintained pursuant to the Revised Iowa Nonprofit Corporation Act.
Section 10.2. Members' Right to Information. A member of the corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the following records of the corporation:
(i) Articles or restated articles of incorporation and all amendments currently in effect;
(ii) bylaws or restated bylaws and all amendments currently in effect;
(iii) minutes of all members' meetings and records of all action taken by members without a meeting, for the past three (3) years;
(iv) all written communications to members generally within the past three years, including the financial statements furnished for the past three (3) years;
(v) a list of the names and business addresses of the corporation's current directors and officers; and
(vi) the corporation's most recent biennial report delivered to the Iowa Secretary of State. Provided the member shall have given the corporation written notice of the member's demand at least five (5) business days before the date on which the member wishes to inspect and copy.
Subject to paragraphs (e) and (f) below, if a member makes a demand in good faith and for a proper purpose, the member describes with reasonable particularity the member's purpose and the records the member desires to inspect, and the records requested, are directly connected with the member's stated purpose, then the member shall be entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation provided the member gives the corporation written notice of the member's demand at least ten (10) business days before the date on which the member wishes to inspect and copy any of the following:
(i) excerpts from minutes of any meeting of the board of directors, records of any actions of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or the board of directors without a meeting to the extent not subject to inspection under paragraph (i) above;
(ii) accounting records of the corporation; and
(iii) the membership list of the corporation.
Upon written request from a member, the corporation shall furnish to that member the annual financial statements of the corporation, including a balance sheet and income statement and, if the annual financial statements are reported upon by a public accountant, that report must accompany them. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge shall not exceed the estimated cost of production or reproduction of the records. Without the consent of the board of directors, no corporate record may be obtained or used by any person for any purpose unrelated to the member's interest as a member. The corporation may, within ten (10) days after receiving a demand for the inspection of the membership list, deliver a written offer of an alternative method of achieving the purpose identified in the demand without providing access to or a copy of the membership list. A reasonable alternative may include a member-prepared communication mailed by the corporation at the expense of the member.
Section 10.3. Director's Access to Records. A director is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including any duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
ARTICLE XI. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XII. ELECTRONIC TRANSMISSION
"Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. Notice by electronic transmission is written notice. Notices and written consents may be given by electronic transmission. Each written consent given by electronic transmission shall contain an electronic signature of the person giving such written consent.
ARTICLE XIII. AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members of this corporation, provided notice of intention to amend and the terms of the proposed amendment shall have been given by mail, fax or email at least ten (10) days before such meeting.
ARTICLE XIV. OFFICIAL ACTION
The directors of this corporation may consider and act by mail upon any matter pertaining to the affairs of this corporation, and when a vote is so taken in writing and duly entered in the minutes of the board of directors, it shall stand as its official action.