BYLAWS OF LESBIANS OF IOWA

Ratified December 2018

ARTICLE I NAME AND PURPOSE


Section 1.01.  Name.  The name of the organization is LESBIANS OF IOWA (hereinafter referred to as "Corporation").


Section 1.02.  Purpose.  The Corporation is exclusively organized and operated for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.  As part of the charitable and educational purposes for which the Corporation is organized, the Corporation’s specifically promotes public dialogue, education, and awareness about all aspects of the LGBTQ community for the betterment of all Iowans and Americans.


ARTICLE  II
OFFICES


Section 2.01.  Principal Office.  The principal office of the Corporation in the state of Iowa shall be located at 1016 ½ Euclid Avenue, Des Moines, Iowa, 50313. The Corporation may have other offices, either within or outside the state of Iowa, as the Board of Directors may determine or as the affairs of the Corporation may require.  


Section 2.02.  Registered Office.  The Corporation shall have and continuously maintain in the state of Iowa a registered office, and a registered agent whose office is identical with the registered office, as required by the Revised Iowa Nonprofit Corporation Act, Iowa Code section 504.501.  The registered office may be, but need not be, the same as the Corporation’s principal office in the state of Iowa, and the address of the registered office or the registered agent at the registered office, or both, may be changed from time to time by the Board of Directors.

ARTICLE III

BOARD OF DIRECTORS


Section 3.01.  General Powers.  The affairs of the Corporation shall be managed by its Board of Directors.  


Section 3.02.  Number, Tenure and Qualifications.  The number of directors shall be 5, with the Board being able to increase or decrease the number of directors by passing an appropriate Resolution as it sees fit.   All of the following applies to the Board of Directors: 


  • The initial Directors, five in number, shall be elected by the incorporator. 

  • Two of the initial Directors shall be elected each for a term of five (5) years. The two 5 year directors shall serve until the annual meeting in 2024 and until their successors are elected and qualified. At each fifth annual meeting starting in 2024 and thereafter, the board shall elect two 5 year term Directors. Directors may serve successive terms and shall be elected by the Voting Rule defined in Section 3.11.

  • Three of the initial directors shall be elected to a term of two (2) years. The three 2 year directors shall serve until the annual meeting in 2021 and until their successors are elected and qualified. At each second annual meeting starting in 2021 and thereafter, the board shall elect three 2 year term Directors. Directors may serve successive terms and shall be elected by the Voting Rule defined in Section 3.11. 


Section 3.03.  Election.  The directors are to be elected by the Voting Rule as defined in Section 3.11. 


Section 3.04.  Removal.  A director may be removed at any time at any special meeting of the Board called for that purpose, provided that at least seven days’ written notice [as provided by Section 3.09] of the proposed action has been given to the entire Board of Directors then in office.  Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice.  Only the named director or directors may be removed at the meeting.  At such meeting a director shall be removed by the Voting Rule as defined in Section 3.11. 


Section 3.05.  Resignation.  Any director, member of a committee or officer may resign at any time by filing a written resignation with the Chair or the Secretary. Resignation is effective at the time specified in the resignation, or if no time is specified, when it is received by the Chair or Secretary. Acceptance of a resignation is not necessary to make it effective.  A resignation is effective when the notice is effective unless the notice specifies a later date.  If a resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.


Section 3.06.  Increase in Number.  The number of directors may be increased by amendment to these bylaws by the Voting Rule as defined in Section 3.11. 


Section 3.07.  Regular Meeting.   A regular annual meeting of the Board of Directors shall be held the 4th Sunday of January of each year starting in 2019 at the headquarters of the Corporation unless otherwise set by the Board.   The Board may adopt a schedule of other regular meetings to be held throughout the year, and such scheduled meetings shall be held without further notice.  Special meetings may be scheduled by resolution of the Board of Directors. Notice for special meetings will be provided according to Section 3.09.


Section 3.08.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chair or any director.  The person or persons authorized to call special meetings of the Board may fix any place, either within or without the state of Iowa, as the place for holding any special meeting of the Board called by them.  Notice for special meetings will be provided according to Section 3.09.


Section 3.09.  Notice.   Notice of any special meeting of the Board of Directors shall be given at least seven days previously by written notice delivered personally or sent by mail or email to each director at his or her address, or email address, as shown by the records of the Corporation, unless the meeting must be held within two days.  If mailed, the notice shall be deemed to be delivered: (a) when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid, (b) when sent by email to the recipient as shown by the sender’s email sent confirmation.    Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of the 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 of Directors need be specified in the notice or waiver of notice of the meeting, unless specifically required by these bylaws or Iowa law.


Section 3.10.  Quorum.  Sixty percent or more of the Board of Directors shall constitute a quorum for the transaction of business; but if less than sixty percent of directors are present at the meeting, the directors present may adjourn the meeting without any further notice.


Section 3.11.  Manner of Acting.  The act of eighty percent or more of the Directors present at a meeting when a Quorum is present constitutes a Board action. This manner of acting is referenced in these Bylaws as the “Voting Rule” and shall bind the Board and the Corporation to such act, resolution, or decision.


Section 3.12.  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 may be filled by the Voting Rule as defined in Section 3.11.  A director so elected shall be elected for the un-expired term of his or her predecessor in office, or for the full term of the new directorship, as the case may be, and until his or her successor is elected and has qualified, whichever time period is longer.   If a director ceases to be a director, the vacancy may be filled by the board in absence of a contrary provision in the articles or the bylaws.  


Section 3.13.  Compensation.  Directors as such shall not receive any stated salaries or compensation for their services.  Nothing in these bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation for that service.


Section 3.14.  Informal Action by Directors.   Any action required to be taken at a meeting of directors, or any action which may be taken by directors, may be taken without a meeting and without voting if all of the directors sign a consent in writing, setting forth the action taken. 


Section 3.15.  Meeting by Conference Telephone.  Members of the Board of Directors may participate in a meeting of the Board by conference telephone, Skype, or similar communications methods.  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. 


Section 3.16.  Presumption of Assent.   A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files a written dissent to the action with the person acting as the Secretary of the meeting before the adjournment of the meeting or forwards a dissent by registered mail to the Secretary of the Corporation promptly after the adjournment of the meeting.  A director who voted in favor of an action may not dissent from the action.

ARTICLE IV

OFFICERS


Section 4.01.  Officers.  The officers of the corporation shall be a Chair, a Vice-Chair, 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 may 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.  The officers may be, but need not be, members of the Board of Directors.


 Section 4.02.  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 is not 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 for one year or until his or her successor is elected and has qualified, or until his or her death, resignation or removal.


Section 4.03.  Resignation and Removal.   Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served by his or her removal, but removal does not prejudice the contract rights, if any, of the person removed.  Election or appointment of an officer or agent does not of itself create contract rights.  Further, an officer may resign at any time by delivering notice to the corporation.


Section 4.04.  Delegation of Authority.  To the full extent allowed by law, the Board of Directors may delegate to any officer any powers possessed by the Board of Directors.


Section 4.05.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the non-expired portion of the term.


Section 4.06.  Chair.   The Chair 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.  He or she shall preside at all meetings of the Board of Directors if present at the meeting.  He or she may sign and execute alone in the name of the Corporation any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, either generally or specifically, except in cases where the signing and execution has been 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 he or she shall perform all duties incident to the office of Chair and any other duties that the Board of Directors prescribes.


Section 4.07.  Vice-Chair.   In the absence of the Chair or in event of his or her inability or refusal to act, the Vice-Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to any restrictions upon the Chair.  Any Vice-Chair shall perform any other duties that the Chair or the Board of Directors assign to him or her.


Section 4.08.  Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in the sum and with the surety that the Board of Directors determines.  He or she shall render to the Chair and the Board of Directors at the regular meetings of the Board of Directors, or whenever they request, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  He or she shall have charge and custody of and be responsible for all funds and securities of the Corporation; keep full and accurate account of receipts and disbursements in books belonging to the Corporation; disburse the funds of the Corporation as may be ordered by the Board of Directors or the Chair, taking proper vouchers for the disbursements; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit or cause to be deposited all such moneys in the name of the Corporation in the banks, trust companies or other depositaries as are selected in accordance with the provisions of article VI of these bylaws; and in general perform all the duties incident to the office of Treasurer and any other duties that the Chair or the Board of Directors assign  to him or her.


Section 4.9.  Secretary.  The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are given in accordance with the provisions of these bylaws or as required by law but if the Secretary is absent, or refuses or neglects to give such notice, any notice may be given by any person who is directed to give notice by the Chair, or by the directors upon whose requisition the meeting is called as provided in these bylaws; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is authorized in accordance with the provisions of these bylaws and in general perform all duties incident to the office of Secretary and any other duties that the Chair or the Board of Directors assign to him or her.


ARTICLE V

COMMITTEES


Section 5.01.  Committees of Directors.  The Board of Directors, by resolution, may designate from among its Officers and Directors an Executive Committee and one or more other committees and each committee shall include as members two or more directors who serve at the pleasure of the Board.   A committee, to the extent provided in such resolution, shall have and may exercise part or all the authority of the Board of Directors,  provided, however, that no such committee shall have the authority of the Board of Directors in reference to: 


  1. amending the articles of incorporation; 

  2. adopting a plan of merger or consolidation; 

  3. recommending the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation;

  4. recommending a voluntary dissolution of the Corporation or a revocation thereof; 

  5. amending, altering or repealing the bylaws of the Corporation; 

  6. electing, appointing or removing any director or officer of the Corporation; or

  7. amending, altering or repealing any resolution of the directors, unless by its terms the resolution may be amended, altered or repealed by the committee.

  8. authorizing or approving any financial transaction, mortgage, security interest or other obligation that involves the Corporation or its property; or authorizing or approving any activity inconsistent with the purpose of the Corporation as defined in Section 1.02. 


The designation of any such committee and the delegation of authority to the committee shall not operate to relieve the Board of Directors, or any director, of any responsibility imposed by law. 


Section 5.02.  Other Committees.   Other committees not having and exercising the authority of the Board of Directors may be designated by a resolution adopted by the Board.  Except as otherwise provided in the resolution the Chair of the Corporation shall appoint the members of the committees.  Any member may be removed by the persons authorized to appoint the member whenever in their judgment the best interests of the Corporation would be served by removing the member.  The Board of Directors may terminate any committee so designated as the Board of Directors deems appropriate.


Section 5.03.  Term of Office.  Unless otherwise provided in the resolution of the Board of Directors designating a committee or by the Chair in appointing a committee member, each member of a committee shall continue as a member until the next annual meeting of the members of the Corporation and until his or her successor is appointed, unless the committee is terminated sooner, or unless the member is removed from the committee, or unless the member ceases to qualify as a member of the committee.


Section 5.04.  Chair.  One member of each committee may be appointed chair by the person or persons authorized to appoint the members of the committee.


Section 5.05.  Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as in the case of the original appointments.


Section 5.06.  Quorum.   Unless otherwise provided in the resolution of the Board of Directors designating a committee or by the Chair in appointing 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.  A committee may act by unanimous consent in writing without a meeting and, subject to action by the Board of Directors, the committee by majority vote of its members may determine the time and place of meetings and the notice for meetings.


Section 5.07.  Rules.   Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.


Section 5.08.  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.


ARTICLE VI

CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS


Section 6.01.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers 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 6.02.  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 6.03.  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 may be determined by resolution of the Board of Directors.  In the absence of a determination by the Board of Directors, the instruments shall be signed by the Treasurer of the Corporation.


Section 6.04.  Deposits.  All funds of the Corporation shall be deposited to the credit of the Corporation in the banks, trust companies or other depositaries as the Board of Directors may select, and items for deposit shall be presented for deposit as soon as convenient, by not more than 2 business days after receipt.


Section 6.05.  Investments.  The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.


Section 6.06.  Gifts.   The Board of Directors or the Chair 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.


Section 6.07.  Loans to Directors and Officers Prohibited.  

No loans shall be made by the Corporation to the directors or officers.  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 the loan until it is repaid.


ARTICLE VII

BOOKS AND RECORDS


Section 7.01.  Corporate Records to be Maintained - Generally.  The Corporation shall keep as permanent records minutes of all meetings of the Board of Directors, a record of all actions taken by Directors without a meeting, and a record of all actions taken by committees of the Board of Directors.  The Corporation shall also maintain appropriate accounting records.  All records shall be maintained in written form or in another form capable of conversion into written form within a reasonable amount of time.  Unless otherwise directed by the Board of Directors, the Secretary of the Corporation shall maintain and be the custodian of all its records.


Section 7.02.  Specific Records to be Maintained.  In addition to the foregoing, the Corporation shall keep a copy of all of the following records: (1) its Articles of Incorporation, Amended and Restated Articles of Incorporation and all amendments to them currently in effect; (2) its Bylaws, Restated Bylaws and all amendments to them currently in effect; (3) all resolutions adopted by its Board of Directors relating to the characteristics, qualifications, rights, limitations, and obligations of members; (4) the minutes of all meetings of  the Board of Directors and of  all actions approved by the Board; (5) all written communications within the past ten years, including the financial statements and 990 tax returns for the past seven years; (6) a list of the names and business or home addresses of its current directors and officers; and (7) its most recent Biennial Report delivered to the Iowa Secretary of State.


Section 7.03.  Inspection of Records by Directors.  Each Director is entitled to inspect and copy, at a reasonable time and location specified by the Corporation, any of the records of the Corporation described in this Section 7 upon reasonable notice and upon payment of any reasonable copying charges.   


Section 7.04.  Inspection of Records by Directors.  A director of the Corporation 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 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 VIII

MISCELLANEOUS PROVISIONS


Section 8.01.  Corporate Seal.  The Corporation shall have no corporate seal.


Section 8.02.  Fiscal Year.  The fiscal year of the Corporation shall end at the close of business on the last day of December of each year. 


Section 8.03.  Voting of Stocks Owned by the Corporation.  In the absence of a resolution of the Board of Directors to the contrary, the Chair of the Corporation is authorized and empowered, on behalf of the Corporation, to attend, vote and grant discretionary proxies to be used at any meeting of shareholders or stockholders of any corporation in which this Corporation holds or owns shares of stock and in that connection, on behalf of this Corporation, to execute a waiver of notice of any such meeting.  The Board of Directors shall have authority to designate any officer or person as a proxy or attorney-in-fact to vote shares of stock in any other corporation in which this Corporation may own or hold shares of stock. 


ARTICLE IX

WAIVER OF NOTICE


Whenever any notice is required to be given to any director of the Corporation or to any member of a committee of the Corporation under the provisions of the Iowa Nonprofit Corporation Act or under the provisions of the articles of incorporation or bylaws of the Corporation, a waiver of notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in the notice, shall be equivalent to the giving of notice.


ARTICLE X

AMENDMENTS TO BYLAWS


These Bylaws may be altered, amended or repealed and new bylaws may be adopted by Voting Rule as defined in Section 3.11, provided that each Director is given at least seven (7) days’ prior written notice that the matter will be voted upon at the meeting.   The written notice must also state that the purpose of the meeting, or that one of the purposes of the meeting, is to consider a proposed amendment to alter, amend or repeal or to adopt new Bylaws at the meeting, and it must be accompanied by a copy or summary of the amendment or state the general nature of the amendment.