Club Bylaws.This is how we operate our club.
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IOWA NONPROFIT CORPORATION BYLAWS OF CEDAR VALLEY WALLEYE CLUB
2014 Final Edition
Article I. Objects
Cedar Valley Walleye Club, (the "Corporation") will conduct its activities to promote the purposes for which it was organized as set forth in the Articles of Incorporation. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objects set forth in the Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on:
1.1. By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or;
1.2. By a corporation, contributions to which are deductible under Section 170(c)(2) of The Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.)
Article II. Offices
2.1. Principal Office. The principal office of the Corporation in the State of Iowa shall be located in the City of Cedar Falls, County of Black Hawk. The Corporation may have such other offices, either within or without the State of Iowa as the Executive Board may designate or as the business of the Corporation may require from time to time.
• Registered Office. The registered office of the Corporation required by the Iowa Nonprofit Corporation Act, Chapter 504A, Code of Iowa, to be maintained in the State of Iowa may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Executive Board
Article III. Executive Board
3.1. The business and affairs of the Corporation, including the control and disposition of its property and funds, and assessment of dues, shall be managed by its Executive Board. The Executive Board shall have sole authority to establish methods of contributions, accept or reject contributions or to provide for any other restrictions, qualifications or levels relating to contributions which it in its sole discretion deems necessary subject to applicable legal requirements. In accepting gifts, bequests, and devices it is the intention the Executive Board will manage the affairs in such a
manner so as to comply with the meaning of the terms and limitations of the Articles of Incorporation and these Bylaws so that such actions will not jeopardize the federal income tax exemption of this Corporation pursuant to the provisions of Section 501 (c)
(3) of the Internal Revenue Code of 1986 as now in force or as may be amended.
3.2. No more than 3 Officers of the Executive Board may serve on any appointed Board or Standing committee at anyone time.
3.3. Regular Meetings. A regular meeting of the Executive Board shall be held each month. The Executive Board may provide, by resolution, the time and place, either within or without the State of Iowa, for the holding of additional regular meetings without other notice than such resolution.
3.4. Special Meetings. Special meetings of the Executive Board may be called by or at the request of the President or a majority of the Board members. The person or persons authorized to call special meetings of the Executive Board may fix any place, either \\tithin or without the State of Iowa, as the place for holding any special meeting of the Executive Board called by them.
3.5. Means of Communication. The Executive Board will permit all Board members to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Board members participating may simultaneously hear each other during the meeting. A Board member participating in a meeting by this means is deemed to be present in person at the meeting.
3.6. Notice. Notice of any special meeting shall be given at least three (3) days previously thereto by written notice faxed, delivered personally, em ailed or mailed to each Board member at his or her personal or business address. Such notice shall be deemed to be delivered when faxed or when deposited in the United States mail so addressed, with postage thereon prepaid. Any Board member may waive notice of any meeting. The attendance of a Board member at a meeting shall constitute a waiver of notice of such meeting, except when a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise provided in these By-laws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Board need be specified in the notice or waiver of notice of such meeting.
3.7. Quorum. A majority of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board, but if less than such majority is present at a meeting, a majority of the Board members present may adjourn the meeting without further notice.
3.8. Vacancies. Any vacancies may be filled by a special election set by the Executive Board to complete the remainder of an unexpired term.
3.9. Presumption of Assent. An Executive Board Officer who is present at a Board meeting in which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as Recording Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Recording Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to an Executive Board Officer who voted in favor of such action.
3.10 Resignation and Removal. Any Executive Board Member may at any time
resign by serving written notice thereof on the remaining Board members. Membership of the Executive Board may also be terminated by passage of a removal resolution of the Executive Board after any member has missed more than three consecutive Board meetings.
3.11 Compensation. The Executive Board shall serve without compensation, except reasonable expenses may be paid. However, to the extent deemed necessary by the Corporation, the Corporation may retain the services of a Board member other than in his or her capacity as a Board member and the Board member may be compensated for services so rendered as the Executive Board may from time to time deem appropriate.
Article IV. Officers of the Executive Board
4.1. Officers. The Officers of the Executive Board shall be a President, a Vice President, a Recording Secretary, a Treasurer and at least six and no more than eight Trustee's. Each officer shall hold office until his or her successor shall have been duly appointed and shall have qualified or until his or her death or resignation.
4.2. Vacancies. A vacancy in any Executive Board Office because of death, resignation, removal, disqualification or otherwise, may be filled by a special election set by the Executive Board to complete the remainder of an unexpired term.
4.3. President. The President shall be the principal executive officer and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the Executive Board. He or she may sign, with the Recording Secretary or any other proper officer of the Corporation thereunto authorized by the Executive Board, any deeds, mortgages, bonds, contracts, or other instruments which the Executive Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general perform all duties incident to the office of President. Note :( The President will only vote on business of the Executive Board or Membership meetings to break a tie)
4.4. Vice President. In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President 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 from time to time maybe assigned to him or her by the Executive Board.
4.5. Recording Secretary. The Recording Secretary shall: (1) Keep minutes of the Executive Board meetings in one or more books provided for the purpose; (2) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (3) Be custodian of the corporate records; (4) Keep a register of the post office address of each member of the Executive Board which shall be furnished to the Recording Secretary by such member; and (5) In general perform all duties incident to the office of Recording Secretary and such other duties as from time to time may be assigned to him or her by the Executive Board.
4.6. Treasurer. The Treasurer shall: (1) Have charge and custody of and be responsible for all funds and property of the Corporation; (2) Receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; (3) Compile and distribute annually to the Executive Board a report of the
activities of the Corporation, including a statement of receipts and expenditures; and
(4) In general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Executive Board. The Treasurer may be required to give a bond at the expense of the Corporation for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Executive Board shall determine.
4.7. Trustee. The Trustee's will serve as Executive Board Officers with the President, Vice President, Recording Secretary and Treasurer making and voting on all recommendations governing and managing the business of the corporation. Other duties may include serving as liaisons to the standing and appointed committees.
4.8. Resignation. Any officer may at anytime resign by serving written notice thereof on the Executive Board. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and, unless otherwise specified therein, acceptance thereof shall not be necessary to make it effective.
4.9. Removal. Any officer may be removed by a majority vote of the Executive Board whenever in its judgment the best interests of the Corporation will be served thereby. Any officer shall automatically be removed if the individual holding the subject office is no longer a member of the Corporation's Executive Board due to death, resignation or removal.
4.10. Salaries. The Executive Board shall serve without compensation, except that reasonable expenses shall be paid. However, to the extent deemed necessary by the Corporation, the Corporation may retain the services of any Executive Board member other than in their capacity as such officers and they may be compensated for services so rendered as the Executive Board may from time to time deem appropriate.
Article V. Committees of the Executive Board
5.1. General. The Executive Board may establish and appoint standing and special committees as shall be deemed desirable for the endeavors of the Corporation. A standing or special committee shall limit its activities to the accomplishment of those tasks for which it was appointed and shall have no powers, except those specifically conferred by action of the Executive Board. Upon the completion of the task(s) assigned to any special committee, the special committee shall be discharged.
5.2. Committee Membership. All standing or special committee members shall serve at the pleasure of the Executive Board. The Executive Board shall review and reappoint persons to membership on all standing and special committees on an annual basis.
5.3. Reports. Except as otherwise provided in the Executive Boards' resolution approving the establishment and appointment of a standing or special committee, all committees shall maintain written minutes of their meetings which shall be available to the Executive Board. Each committee shall report in writing to the Executive Board as necessary and shall, at a minimum, submit a written report of the committee's activities at the Executive Boards' annual meeting.
5.4. Meetings. All committees shall meet at such time and place as designated by the chairperson of the committee as often as necessary to accomplish their duties.
Article VI. Indemnification
6.1. Except for any prohibition against indemnification specifically set forth in these Bylaws or in Chapter 504A, Code of Iowa, at the time indemnification is sought by any Member, director, officer, employee, volunteer or agent of the Corporation, the Corporation shall indemnity any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Member, officer, employee, volunteer or agent of the Corporation, or is or was serving at the request of the Corporation as a Member, director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise (such serving as a Member, director, officer, employee or agent of the Corporation or at the request of the Corporation referred to herein as "serving on behalf of or at the Corporation's request"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon an Alford plea or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he Or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
6.2. If a Member, officer, employee, volunteer or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6, 1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.
6.3. Any other indemnification (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification of such person is proper because he or she has met the applicable standard of conduct set forth in §6.1, above, such determination shall be made: (1) By the Executive Board by a majority vote of a quorum consisting of Board members not parties to such action, suitor proceedings; (2) In a written opinion by special independent counsel selected by the Executive Board by a majority vote of a quorum consisting of Board members not parties to such action, suit or proceedings; or (3) if the requisite quorum of the full Executive Board cannot be obtained through disinterested Board members, in a written opinion by special independent legal counsel selected by a majority vote of the full Executive Board in which Board members who are parties may participate. Expenses incurred by defending a civil or criminal action, suit or proceedings as authorized in the manner provided in this Section upon receipt of an undertaking by or on behalf of such person that such person believes in good faith that he or she has met the applicable standard of conduct set forth in §6.1, above, and that such person will repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified as authorized herein, The indemnification and advancement of expenses provided herein shall not 'be exclusive of any other rights to which those seeking indemnification or advancement of expenses provided herein shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision in the Articles of Incorporation or Bylaws, any agreement, any vote of members or disinterested Board members, or otherwise, both as to actions in the person's official capacity entitling the person to indemnification and advancement of expenses under these provisions and as to actions in other capacities concurrently held by those seeking indemnification or advancement of expenses. However, no person shall be
provided indemnification by any provision of the Articles of Incorporation Or Bylaws, by any agreement, or otherwise, for any breach of a duty of loyalty to the Corporation or its Members, for any act or omission riot in good faith or which involves intentional misconduct or knowing violation of the law, or for any transaction from which the person derives an improper personal benefit. The indemnification provided herein shall continue as to a person who has ceased to be a Member, director, officer, employee, volunteer or agent and shall inure to the benefit of the heirs, executors, personal representatives and administrators of such a person. The Executive Board shall have power to purchase and maintain insurance on behalf of any person who is or was serving on behalf of or at the Corporation's request against any liability asserted against him and incurred by him in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions hereof.
Article VII. Contracts, Loans and Deposits
7.1. Contracts. The Executive Board may authorize any officer or officers, agent or agents, 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.
7.2. 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 Executive Board. Such authority may be general or confined to specific instances. The Corporation shall make no loan to any officer of the Corporation.
7.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer or such other officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Executive Board.
7.4. Deposit. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Executive Board may select.
Article VIII. Waiver of Notice
Whenever any notice is required to be given to any member of the Corporation under the provisions of the Articles of Incorporation or under the provisions of the Iowa Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. For purposes hereof, facsimile signatures shall be adequate to show consent for such waiver.
Article IX. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December of that same year.
Article X. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of all members of the Executive Board at any regular or special meeting of the Executive Board provided that a minimum of thirty (30) days' notice in writing of the character of the proposed alteration, amendment or repeal is given to all members of the Executive Board.
Article XI. Seal
The Corporation shall have no corporate seal.
These Bylaws were adopted as the Bylaws of the Corporation September 1, 2003. And amended December 2013.
This Bylaws Dated January 2014 takes precedent over any and all previously dated Bylaws.
Bylaws Attachment Document 1
The Cedar Valley Walleye Clubs Executive Board
President, Vice President, Recording Secretary, Treasurer, Trustee (6-8)
One governing body of 10 with no more than 12 members
• All Executive Board Officers will equally participate and vote on all motions of Board recommendations governing the Club.
(The President will only vote to break a tie)
• Executive Board recommendations will be presented to Club members for approval at the monthly membership meetings.
The Cedar Valley Walleye Clubs Election Process
• Any club member is eligible to vote and run for the Executive Board
• Nominations to be taken at the January & February membership meetings.
• Nominations will be accepted or declined in person at the meetings or by registered letter sent to the Recording Secretary postmarked no later than (2) weeks prior to the March election
• Nominees may only accept one Office of the Executive Board.
• Elections held at the March membership meeting
• Executive Board Officers will serve for two years
• No Term Limits
The Cedar Valley Walleye Clubs Bereavement Policy
The Cedar Valley Walleye Club may send a memorial, flowers or a plant upon the death of a Club members immeadiate family.
• Spouse
• Brother or Sister
• Children
• Parent
• Spouses Parent
Club Member shall be defined as the dues paying Member as listed on the current membership document.
Cedar Valley Walleye Club, (the "Corporation") will conduct its activities to promote the purposes for which it was organized as set forth in the Articles of Incorporation. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objects set forth in the Articles of Incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on:
1.1. By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or;
1.2. By a corporation, contributions to which are deductible under Section 170(c)(2) of The Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.)
Article II. Offices
2.1. Principal Office. The principal office of the Corporation in the State of Iowa shall be located in the City of Cedar Falls, County of Black Hawk. The Corporation may have such other offices, either within or without the State of Iowa as the Executive Board may designate or as the business of the Corporation may require from time to time.
• Registered Office. The registered office of the Corporation required by the Iowa Nonprofit Corporation Act, Chapter 504A, Code of Iowa, to be maintained in the State of Iowa may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Executive Board
Article III. Executive Board
3.1. The business and affairs of the Corporation, including the control and disposition of its property and funds, and assessment of dues, shall be managed by its Executive Board. The Executive Board shall have sole authority to establish methods of contributions, accept or reject contributions or to provide for any other restrictions, qualifications or levels relating to contributions which it in its sole discretion deems necessary subject to applicable legal requirements. In accepting gifts, bequests, and devices it is the intention the Executive Board will manage the affairs in such a
manner so as to comply with the meaning of the terms and limitations of the Articles of Incorporation and these Bylaws so that such actions will not jeopardize the federal income tax exemption of this Corporation pursuant to the provisions of Section 501 (c)
(3) of the Internal Revenue Code of 1986 as now in force or as may be amended.
3.2. No more than 3 Officers of the Executive Board may serve on any appointed Board or Standing committee at anyone time.
3.3. Regular Meetings. A regular meeting of the Executive Board shall be held each month. The Executive Board may provide, by resolution, the time and place, either within or without the State of Iowa, for the holding of additional regular meetings without other notice than such resolution.
3.4. Special Meetings. Special meetings of the Executive Board may be called by or at the request of the President or a majority of the Board members. The person or persons authorized to call special meetings of the Executive Board may fix any place, either \\tithin or without the State of Iowa, as the place for holding any special meeting of the Executive Board called by them.
3.5. Means of Communication. The Executive Board will permit all Board members to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Board members participating may simultaneously hear each other during the meeting. A Board member participating in a meeting by this means is deemed to be present in person at the meeting.
3.6. Notice. Notice of any special meeting shall be given at least three (3) days previously thereto by written notice faxed, delivered personally, em ailed or mailed to each Board member at his or her personal or business address. Such notice shall be deemed to be delivered when faxed or when deposited in the United States mail so addressed, with postage thereon prepaid. Any Board member may waive notice of any meeting. The attendance of a Board member at a meeting shall constitute a waiver of notice of such meeting, except when a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise provided in these By-laws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Board need be specified in the notice or waiver of notice of such meeting.
3.7. Quorum. A majority of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Executive Board, but if less than such majority is present at a meeting, a majority of the Board members present may adjourn the meeting without further notice.
3.8. Vacancies. Any vacancies may be filled by a special election set by the Executive Board to complete the remainder of an unexpired term.
3.9. Presumption of Assent. An Executive Board Officer who is present at a Board meeting in which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as Recording Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Recording Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to an Executive Board Officer who voted in favor of such action.
3.10 Resignation and Removal. Any Executive Board Member may at any time
resign by serving written notice thereof on the remaining Board members. Membership of the Executive Board may also be terminated by passage of a removal resolution of the Executive Board after any member has missed more than three consecutive Board meetings.
3.11 Compensation. The Executive Board shall serve without compensation, except reasonable expenses may be paid. However, to the extent deemed necessary by the Corporation, the Corporation may retain the services of a Board member other than in his or her capacity as a Board member and the Board member may be compensated for services so rendered as the Executive Board may from time to time deem appropriate.
Article IV. Officers of the Executive Board
4.1. Officers. The Officers of the Executive Board shall be a President, a Vice President, a Recording Secretary, a Treasurer and at least six and no more than eight Trustee's. Each officer shall hold office until his or her successor shall have been duly appointed and shall have qualified or until his or her death or resignation.
4.2. Vacancies. A vacancy in any Executive Board Office because of death, resignation, removal, disqualification or otherwise, may be filled by a special election set by the Executive Board to complete the remainder of an unexpired term.
4.3. President. The President shall be the principal executive officer and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the Executive Board. He or she may sign, with the Recording Secretary or any other proper officer of the Corporation thereunto authorized by the Executive Board, any deeds, mortgages, bonds, contracts, or other instruments which the Executive Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general perform all duties incident to the office of President. Note :( The President will only vote on business of the Executive Board or Membership meetings to break a tie)
4.4. Vice President. In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President 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 from time to time maybe assigned to him or her by the Executive Board.
4.5. Recording Secretary. The Recording Secretary shall: (1) Keep minutes of the Executive Board meetings in one or more books provided for the purpose; (2) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (3) Be custodian of the corporate records; (4) Keep a register of the post office address of each member of the Executive Board which shall be furnished to the Recording Secretary by such member; and (5) In general perform all duties incident to the office of Recording Secretary and such other duties as from time to time may be assigned to him or her by the Executive Board.
4.6. Treasurer. The Treasurer shall: (1) Have charge and custody of and be responsible for all funds and property of the Corporation; (2) Receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; (3) Compile and distribute annually to the Executive Board a report of the
activities of the Corporation, including a statement of receipts and expenditures; and
(4) In general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Executive Board. The Treasurer may be required to give a bond at the expense of the Corporation for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Executive Board shall determine.
4.7. Trustee. The Trustee's will serve as Executive Board Officers with the President, Vice President, Recording Secretary and Treasurer making and voting on all recommendations governing and managing the business of the corporation. Other duties may include serving as liaisons to the standing and appointed committees.
4.8. Resignation. Any officer may at anytime resign by serving written notice thereof on the Executive Board. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and, unless otherwise specified therein, acceptance thereof shall not be necessary to make it effective.
4.9. Removal. Any officer may be removed by a majority vote of the Executive Board whenever in its judgment the best interests of the Corporation will be served thereby. Any officer shall automatically be removed if the individual holding the subject office is no longer a member of the Corporation's Executive Board due to death, resignation or removal.
4.10. Salaries. The Executive Board shall serve without compensation, except that reasonable expenses shall be paid. However, to the extent deemed necessary by the Corporation, the Corporation may retain the services of any Executive Board member other than in their capacity as such officers and they may be compensated for services so rendered as the Executive Board may from time to time deem appropriate.
Article V. Committees of the Executive Board
5.1. General. The Executive Board may establish and appoint standing and special committees as shall be deemed desirable for the endeavors of the Corporation. A standing or special committee shall limit its activities to the accomplishment of those tasks for which it was appointed and shall have no powers, except those specifically conferred by action of the Executive Board. Upon the completion of the task(s) assigned to any special committee, the special committee shall be discharged.
5.2. Committee Membership. All standing or special committee members shall serve at the pleasure of the Executive Board. The Executive Board shall review and reappoint persons to membership on all standing and special committees on an annual basis.
5.3. Reports. Except as otherwise provided in the Executive Boards' resolution approving the establishment and appointment of a standing or special committee, all committees shall maintain written minutes of their meetings which shall be available to the Executive Board. Each committee shall report in writing to the Executive Board as necessary and shall, at a minimum, submit a written report of the committee's activities at the Executive Boards' annual meeting.
5.4. Meetings. All committees shall meet at such time and place as designated by the chairperson of the committee as often as necessary to accomplish their duties.
Article VI. Indemnification
6.1. Except for any prohibition against indemnification specifically set forth in these Bylaws or in Chapter 504A, Code of Iowa, at the time indemnification is sought by any Member, director, officer, employee, volunteer or agent of the Corporation, the Corporation shall indemnity any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Member, officer, employee, volunteer or agent of the Corporation, or is or was serving at the request of the Corporation as a Member, director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise (such serving as a Member, director, officer, employee or agent of the Corporation or at the request of the Corporation referred to herein as "serving on behalf of or at the Corporation's request"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon an Alford plea or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he Or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
6.2. If a Member, officer, employee, volunteer or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 6, 1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.
6.3. Any other indemnification (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification of such person is proper because he or she has met the applicable standard of conduct set forth in §6.1, above, such determination shall be made: (1) By the Executive Board by a majority vote of a quorum consisting of Board members not parties to such action, suitor proceedings; (2) In a written opinion by special independent counsel selected by the Executive Board by a majority vote of a quorum consisting of Board members not parties to such action, suit or proceedings; or (3) if the requisite quorum of the full Executive Board cannot be obtained through disinterested Board members, in a written opinion by special independent legal counsel selected by a majority vote of the full Executive Board in which Board members who are parties may participate. Expenses incurred by defending a civil or criminal action, suit or proceedings as authorized in the manner provided in this Section upon receipt of an undertaking by or on behalf of such person that such person believes in good faith that he or she has met the applicable standard of conduct set forth in §6.1, above, and that such person will repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified as authorized herein, The indemnification and advancement of expenses provided herein shall not 'be exclusive of any other rights to which those seeking indemnification or advancement of expenses provided herein shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision in the Articles of Incorporation or Bylaws, any agreement, any vote of members or disinterested Board members, or otherwise, both as to actions in the person's official capacity entitling the person to indemnification and advancement of expenses under these provisions and as to actions in other capacities concurrently held by those seeking indemnification or advancement of expenses. However, no person shall be
provided indemnification by any provision of the Articles of Incorporation Or Bylaws, by any agreement, or otherwise, for any breach of a duty of loyalty to the Corporation or its Members, for any act or omission riot in good faith or which involves intentional misconduct or knowing violation of the law, or for any transaction from which the person derives an improper personal benefit. The indemnification provided herein shall continue as to a person who has ceased to be a Member, director, officer, employee, volunteer or agent and shall inure to the benefit of the heirs, executors, personal representatives and administrators of such a person. The Executive Board shall have power to purchase and maintain insurance on behalf of any person who is or was serving on behalf of or at the Corporation's request against any liability asserted against him and incurred by him in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions hereof.
Article VII. Contracts, Loans and Deposits
7.1. Contracts. The Executive Board may authorize any officer or officers, agent or agents, 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.
7.2. 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 Executive Board. Such authority may be general or confined to specific instances. The Corporation shall make no loan to any officer of the Corporation.
7.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer or such other officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Executive Board.
7.4. Deposit. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Executive Board may select.
Article VIII. Waiver of Notice
Whenever any notice is required to be given to any member of the Corporation under the provisions of the Articles of Incorporation or under the provisions of the Iowa Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. For purposes hereof, facsimile signatures shall be adequate to show consent for such waiver.
Article IX. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December of that same year.
Article X. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of all members of the Executive Board at any regular or special meeting of the Executive Board provided that a minimum of thirty (30) days' notice in writing of the character of the proposed alteration, amendment or repeal is given to all members of the Executive Board.
Article XI. Seal
The Corporation shall have no corporate seal.
These Bylaws were adopted as the Bylaws of the Corporation September 1, 2003. And amended December 2013.
This Bylaws Dated January 2014 takes precedent over any and all previously dated Bylaws.
Bylaws Attachment Document 1
The Cedar Valley Walleye Clubs Executive Board
President, Vice President, Recording Secretary, Treasurer, Trustee (6-8)
One governing body of 10 with no more than 12 members
• All Executive Board Officers will equally participate and vote on all motions of Board recommendations governing the Club.
(The President will only vote to break a tie)
• Executive Board recommendations will be presented to Club members for approval at the monthly membership meetings.
The Cedar Valley Walleye Clubs Election Process
• Any club member is eligible to vote and run for the Executive Board
• Nominations to be taken at the January & February membership meetings.
• Nominations will be accepted or declined in person at the meetings or by registered letter sent to the Recording Secretary postmarked no later than (2) weeks prior to the March election
• Nominees may only accept one Office of the Executive Board.
• Elections held at the March membership meeting
• Executive Board Officers will serve for two years
• No Term Limits
The Cedar Valley Walleye Clubs Bereavement Policy
The Cedar Valley Walleye Club may send a memorial, flowers or a plant upon the death of a Club members immeadiate family.
• Spouse
• Brother or Sister
• Children
• Parent
• Spouses Parent
Club Member shall be defined as the dues paying Member as listed on the current membership document.