ICARC Bylaws

ARTICLE IV - MEETINGS OF MEMBERS

 Section 4.1 Annual and Regular Meetings.

    (a) The Corporation shall hold a membership meeting annually in December at a time and place (within the county of Johnson, Iowa) selected by the Board. At the annual meeting all of the following shall occur:

        (i) The president (the “President”) and Treasurer shall report on the activities and financial condition of the Corporation and shall present to the members an annual budget for the Corporation (the “Budget”), a copy of which shall be included in the notice to members of such annual meeting.

        (ii) The members shall elect the Board and officers of the Corporation (the “Officers”).

        (iii) The members shall consider and vote upon the Budget.

         (iv) The members shall consider and act upon such other matters as may be raised by any member, consistent with the notice requirements of Sections 4.6(a).

    (b) The Corporation shall hold regular monthly membership meetings, at times and places (within the county of Johnson, Iowa) selected by the Board. At the monthly meetings, the membership shall consider and act upon such other matters as may be raised consistent with the notice requirements of Sections 4.6(a).

Section 4.2. Special Meetings.

    (a) The Corporation shall hold a special membership meeting of members at a time and place (within the county of Johnson, Iowa) selected by the Board.

    (b) The Board shall call a special meeting under Section 4.2(a) if at least 5 percent of the members sign, date, and deliver to any Officer one or more written demands for a special meeting describing the purpose for which it is to be held. The close of business on the 30th day before delivery of the demand for a special meeting to any Officer pursuant to Section 4.2(a)(ii) is the record date for the purpose of determining whether the 5 percent requirement has been met. A written demand for a special meeting under this Section 4.2(b) shall not be subject to revocation.

    (c) If the Corporation does not give notice for a special meeting demanded under Section 4.2(b) within 30 days after the date the written demand or demands are delivered to an Officer, a person signing the demand may set the time and place (within the county of Johnson, Iowa) of the meeting and give notice pursuant to Sections 4.5 and 4.6.

    (d) Only those matters that are within the purpose described in the meeting notice required by Sections 4.5 and 4.6 may be considered at a special membership meeting.

Section 4.3. No Voting by Proxy or Ballot.

    Neither voting by proxy nor by written ballot shall be allowed at membership meetings of the Corporation. Any purported vote by proxy or by written ballot shall be null and void and the member purporting to vote by proxy or written ballot shall not be deemed present at the meeting.

Section 4.4 No Action By Written Consent.

    Members may act by membership meeting only. No action by written consent shall be allowed and any purported action of the members by written consent shall be null and void.

Section 4.5. Time of Notice.

    The Corporation shall give notice of the place, date, and time of each annual, regular, and special membership meeting not more than 60 days and not less than 5 days before the date of the meeting.

Section 4.6. Content of Notice.

    (a) The notice of any annual or regular membership meeting shall include a description of any of the following items to be proposed for vote of the members at such meeting:

        (i) authorization, approval or ratification of a director conflict of interest pursuant to Section 504.833(5) of the Revised Act,

        (ii) a contract to indemnify or advance funds pursuant to Section 504.859.

        (iii) amendment of the Corporation’s articles of incorporation (the “Articles”), pursuant to Article 10 of the Articles and Article X of these bylaws (the “Bylaws”),

        (iv) amendment of These Bylaws, pursuant to Article X of These Bylaws,

        (v) disposition of all or substantially all of the Corporation’s assets, pursuant to Section 504.1104 of the Revised Act,

        (vi) dissolution of the Corporation, pursuant to Article XI of These Bylaws.

    (b) The notice of a special membership meeting shall include a description of the purpose for which the meeting is called.

    (c) When giving notice of an annual, regular, or special membership meeting, the Corporation shall give notice of a matter a member intends to raise at the Meeting if requested in writing to do so by a person or persons entitled to call a special membership meeting and if the request is received by the Secretary or President at least ten days before the Corporation gives notice of the meeting.

Section 4.7. Notice of Adjourned Meetings.

    If an annual, regular, or special membership meeting is adjourned to a different date, time, or place, notice shall be given of the new date, time, or place, whether or not such new date, time or place is announced at the meeting.

Section 4.8. Waiver of Notice.

    (a) A member may waive any notice required by the Articles, or These Bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records.

    (b) A member's attendance at a meeting does all of the following:

        (i) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

        (ii) Waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 4.9. Record Date --Determining Members Entitled to Notice and Vote.

    (a) The Board may fix a future date as the record date for determining the members entitled to notice of a membership meeting. If a record date is not fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting.

    (b) The Board may fix a future date as the record date for determining the members entitled to vote at a members' meeting. If a record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

    (c) A record date fixed under this Section 4.10 shall not be more than 70 days before the meeting or action requiring a determination of members occurs.

    (d) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the Board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than 75 after the record date for determining members entitled to notice of the original meeting.

 Section 4.10. Members' List for Meeting.

    (a) After fixing a record date for a notice of a meeting, the Corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address of each member. The Corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members.

    (b) Except as set forth in Section 12.2(e), the list of members, prepared pursuant to Section 4.11(a) must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning on the business day after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the Corporation's principal office or at a reasonable place in the county of Johnson, Iowa, identified in the meeting notice. Except as set forth in Section 12.2(e), a member, a member's agent, or a member's attorney is entitled on written demand to inspect and, subject to the limitations of Sections 12.2(c) and 12.4, to copy the list of members, prepared pursuant to Section 4.11(a), at a reasonable time and at the member's expense, during the period it is available for inspection.

    (c) Except as set forth in Section 12.2(e), a corporation shall make the list of members, prepared pursuant to Section 4.11(a), available at the meeting, and any member, a member's agent, or a member's attorney is entitled to inspect the list at any time during the meeting or any adjournment.

    (d) Unless a written demand to inspect and copy a membership list has been made under subsection (b) prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this Section 4.11 does not affect the validity of action taken at the meeting.

Section 4.11. Quorum Requirements.

    (a) Except to the extent the Articles, These Bylaws, or the Revised Act provide for a higher or lower quorum, 20 percent of members entitled to vote on a matter must be present at a membership meeting to constitute a quorum on that matter.

    (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or by the Board. A bylaw amendment to increase the quorum required for any member action must be approved by the members.

    (c) Unless one-third or more of the members are present, the only matters that may be voted upon at an annual or regular membership meeting are those matters that are described in the meeting notice.

Section 4.12. Voting Requirements.

    (a) Except to the extent the Articles, These Bylaws, or the Revised Act provide for a higher vote, the affirmative vote of a majority of the members present at a duly held meeting at which a quorum is present which affirmative votes also constitute a majority of the required quorum is the act of the members and shall constitute “approval by the members” for purposes of These Bylaws.

    (b) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.

Section 4.13. Nominations of Candidates for the Board.

    A nominating committee consisting of three members shall be elected at the regular membership meeting in October of each year. The President shall appoint a chair from the elected members of the nominating committee. Sections 6.1 through 6.5, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board, apply, mutatis mutandis, to the nominating committee. At the regular membership meeting in November of each year, the nominating committee shall recommend a slate of candidates for each board position, specifying for each candidate the specific board position (e.g. director-President or at-large director) for which such candidate is recommended. The slate shall include the immediate past President (or the person then serving as President who is not nominated for such office in the coming year) unless the Board determines otherwise, on application by the nominating committee. Additional candidates for the Board may be nominated by members at the November meeting and any candidates so nominated shall be included in the notice to members of the annual membership meeting. Any nominee not present at the November meeting must have given his or her permission for nomination.

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Last updated June 11, 2004 by KØCF