IECA By-Laws (PDF) as amended on May 8, 2020 IOWA EXTENSION COUNCIL ASSOCIATION BY-LAWS Article 1 MEMBERSHIP Section 1. MEMBERS. Any County Agricultural Extension District of Iowa represented by the County Extension Council duly organized and existing under and by virtue of the laws of Iowa will be eligible for membership. Section 2. VOLUNTARY TERMINATION OF MEMBERSHIP. Any member of the Iowa Association of County Extension Councils may voluntarily terminate their membership at any time by giving written notice thereof to the Secretary of this association. Unless otherwise specified in such written notice, such termination shall take effect upon receipt thereof by the Secretary. Section 3. TERMINATION OF MEMBERSHIP BY BOARD OF DIRECTORS. The membership of any member of the Iowa Extension Council Association may be terminated at any meeting of the Board of Directors upon a vote of two-thirds of such Board. Article 2* BOARD OF DIRECTORS Section 1. SELECTION OF DIRECTORS. All County Agricultural Extension Districts of Iowa who are members in good standing of the Iowa Extension Council Association within an Extension Administrative Region shall select directors to represent that area. Administrative regions may be combined, electing one director to represent the combined counties. Candidates for directors will be sought by a nominating committee in each administrative region. The nominating committee will be appointed by the current Board of Directors and will consist of two individuals in each region selected to serve on this committee. Every effort should be made to have at least two candidates for each open position. Individual members of any County Agricultural Extension District who are members in good standing will be eligible to vote. The candidate with the most votes in each Extension Administrative Region will serve as a director. The Executive Director of the association is an ex-officio Board member without voting rights. The office of the Vice President of Iowa State University Extension and Outreach or his/her designated representative will also be an ex-officio board member without voting rights. Section 2. QUALIFICATION OF DIRECTORS. At the time of election a director must be a current member of an Extension Council which is a member in good standing of the Iowa Extension Council Association. A candidate for director shall be willing to fulfill the roles and responsibilities assigned to a director. Section 3. LENGTH OF TERM. Each director will serve for a term of three years. Board members may not serve more than three consecutive terms Section 4. ROLES AND RESPONSIBILITIES. A director shall (a) act as a communication link between Extension and Outreach Administration and local Extension Councils, (b) attend during the year a minimum of one local Extension Council meeting within 1/2 of the counties in his/her respective Extension Administrative Region or attend one combined meeting which includes representatives from all Extension Councils within an Extension Administrative Region, (c) establish and set-up at the beginning of each year the number and location of all regional meetings to be held in their Extension Administrative Region, and (d) attend the regular meetings of the association. Section 5. VACANCY OF MEMBERSHIP OF BOARD OF DIRECTORS. If the membership of a person on the Board of Directors is vacated for any reason before the end of such person’s term, then the Board of Directors shall appoint a person from such vacated person’s Extension Administrative Region to complete the unfinished term. Article 3 DUTIES OF OFFICERS Section 1. The officers for the Iowa Extension Council Association will include a President, President-Elect, Secretary and Treasurer. These officers will serve one-year terms and will be selected by the Board of Directors. If an office is vacated, the board will be responsible for selecting a replacement for that office. Section 2. PRESIDENT AND PRESIDENT-ELECT. The President shall be the chief executive officer of the Iowa Extension Council Association and, if present, shall preside at all statewide meetings of this association and of the Board of Directors of this association. In the event that the President is not present at a meeting of the Iowa Extension Council Association or of said Board, the president-elect shall preside. The President shall be an ex-officio member of all committees. In the normal course of events the person who becomes President shall be the person who served as President-Elect the previous year. Section 3. SECRETARY. The Secretary shall perform the usual duties of that office and in addition shall (a) keep a record of all proceedings of the meetings of the members and of the Board of Directors, (b) shall cause all notices provided for in the Articles of Incorporation and in these by-laws to be given as required, (c) be custodian of the records of the association and (d) perform any other duties directed or delegated to the secretary by the members or the Board of Directors. Section 4. TREASURER. The Treasurer shall perform the usual duties of that office and in addition shall (a) have charge of and supervision over and be responsible for the moneys, funds, securities, receipts and disbursements of the Iowa Extension Council Association (b) cause the moneys, funds, securities and other valuable effects of the association to be deposited in the name and to the credit of the association in such banks or trust companies or other depositories as shall be selected by the Board of Directors, (c) cause the moneys and funds of the association to be disbursed by checks or drafts upon the authorized depositories of the association and cause to be taken and preserved proper vouchers or receipts for all moneys to be disbursed, (d) render to the Board of Directors or to the President, whenever requested, a statement of the financial condition of the association and of all his/her transactions as Treasurer and (e) cause to be kept correct books of account of all its business and transactions and exhibit such books to any member of the Board of Directors upon application therefore to the Treasurer. All disbursements by this association shall be by check signed by the Treasurer and/or Executive Director. The Treasurer and Executive Director shall be bonded in such sum and in such bonding company as determined by the Board of Directors. Section 5. The registered agent shall be designated by the Board of Directors, shall file the necessary and appropriate forms and communications as specified by law and shall serve as an ex-officio member of the Board of Directors. Article 4 COMMITTEES Section 1. STANDING COMMITTEES. The Board of Directors shall, by resolution, establish such standing committees as it deems necessary and proper. The President with the approval of the Board of Directors shall appoint the members of such standing committees. Section 2. OTHER TASK FORCES. The President may, at any time, establish other task forces and shall appoint the members thereof. Article 5 MEETINGS Section 1. REGULAR MEETINGS OF MEMBERS. Annual meetings of the regular membership shall be provided for by the Board of Directors. The time and place of each of these meetings shall be fixed by the Board of Directors. Section 2. SPECIAL MEETINGS OF MEMBERS. Special meetings of the members may be called by the President or by a majority of the Board of Directors. Special meetings of the membership may also be called when any County Agricultural Extension District who is a member in good standing has a petition signed by one third of the regular membership and properly presented to the Board of Directors. Section 3. NOTICE OF MEETINGS OF MEMBERS. Written or printed notice of any meeting of the members shall be delivered personally or by mail to each member not less than ten nor more than fifty days prior to such meeting. Such notice shall state the date, time, place and purpose or purposes of such meeting. The method of delivery of such notice shall be determined by the person or persons calling such meeting. If such notice is mailed, it shall be deemed to have been delivered when deposited in the United States mail addressed to the member or member’s voting delegate appearing upon the records of this association. Such notice shall be given by the Secretary. Section 4. MEETINGS OF THE BOARD OF DIRECTORS. Meetings of the Board of Directors may be called by the President or by petition of a majority of the members of the Board of Directors. Section 5. NOTICE OF MEETINGS OF BOARD OF DIRECTORS. Written or printed notice of any meeting of the Board of Directors shall be delivered personally or by mail to each member of such Board not less than five nor more than fifteen days prior to such meeting, which notice shall state the date, time and place of such meeting. The method of delivery of such notice shall be determined by the person or persons calling such meeting. If such notice is mailed, it shall be deemed to have been delivered when deposited in the United States mail addressed to the Director at the address of the Director appearing upon the records of this association. Such notices shall be given by the Secretary. Article 6 DETERMINATION OF POLICY If it becomes necessary to determine a matter of policy for the Iowa Extension Council Association, and it is not practical to, or there is not time to, submit such matter at a meeting of the Board of Directors, the President is authorized to, electronically or in writing, poll the members of the Board of Directors on such matter and it shall require a vote of a majority of the members of the Board of Directors to adopt a new policy or to change or terminate an existing policy. At the next meeting of the Board of Directors, the President shall report the results of such poll and such report shall be made a part of the minutes of such meeting. Article 7 COMPENSATION FOR SERVICES No officer or member of the Iowa Extension Council Association shall receive compensation for services rendered the association. Reimbursement for actual and necessary expenses will be made available to Board members as funds allow. Article 8 YEAR The Iowa Extension Council Association will operate on a fiscal year, starting on July 1 and running through June 30 of the following year. New board members will take office at the June meeting of the year in which they are elected. Article 9 NONLIABILITY AND INDEMNIFICATION Section 1. NONLIABILITY. A director, officer, employee, member or other volunteer of the Association is not liable on the Association’s debts or obligations and a director, officer, employee, member or other volunteer is not personally liable in that capacity, for a claim based upon an act or omission of the person performed in the discharge of the person’s duties, except for a breach of duty of loyalty to the Association, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit. Section 2. INDEMNIFICATION. This Association shall indemnify directors, officers, employees, members or other volunteers of this Association, and each director, officer, employee, member or other volunteer of this Association who is serving or who has served, at the request of this Association, as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent possible against expenses, including attorneys’ fees, judgments, penalties, fines, settlements and reasonable expenses, actually incurred by such director, officer, employee, member or other volunteer relating to such person’s conduct as a director, officer, employee, member or other volunteer of this Association or as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, except that the mandatory indemnification required by this sentence shall not apply (i) to a breech of such director’s, officer’s, employee’s, member’s or other volunteer’s duty of loyalty to the Association, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for a transaction from which such director, officer, employee, member or other volunteer derived an improper personal benefit or against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Association, or against expenses in any such case where such director, officer, employee, member or other volunteer shall be adjudged liable to the Association. Article 10 AMENDING BY-LAWS The By-Laws of the Iowa Extension Council Association may be amended by a majority vote of the members in good standing at any regular or special meeting of the membership. Proposed amendments to the by-laws shall be included with the notice to the members of the regular or special meeting.