FAMILIES UNITED ACTION NETWORK
ARTICLE I - NAME AND PURPOSES
Section 1.01. Name. The name of the organization is FAMILIES UNITED ACTION NETWORK (hereinafter referred to as "Corporation").
Section 1.02. Location. The location of the principal office of the Corporation shall be in the State of Iowa.
Section 1.03. Revised Iowa Nonprofit Corporation Act. The Corporation hereby acknowledges that it is subject to the provisions of the Revised Iowa Nonprofit Corporation Act, Chapter 504 et seq. of the Iowa Code as amended from time to time (the “Act”).
Section 1.04. Purpose. The Corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Within the parameters of the foregoing sentence that the corporation is organized for the purpose of preserving families and protecting underserved children in Iowa.
Section 1.05. Tax-Exempt Purpose. Notwithstanding Section 1.04, 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 of 1986, or the corresponding section of any future federal tax code.
Section 1.06. Prohibited Activities. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its Directors, 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 set forth in these articles.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation except as otherwise permitted by section 501(c)(3) of the Internal Revenue Code. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these bylaws, the Corporation shall not engage in any activities or exercise any powers that are not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or a corporation contribution of which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE II - OFFICES AND AGENT
Section 2.01. Principal Office. The principal office of the Corporation in the state of Iowa shall be located in the city of Des Moines, Iowa. 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 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.
Section 2.03. Registered Agent and Office Address. The registered agent for the Corporation is Jeffrey M. Janssen. The registered office is located at 700 Second Ave, Suite 103, Des Moines, Iowa 50309-1712.
ARTICLE III - MEMBERS
Section 3.01. Classes of Members. The Corporation shall not have members.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.01. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. The incorporator shall appoint the inaugural Directors for the Corporation as part of the organizational meeting of the Corporation.
Section 4.02. Number, Tenure and Qualifications. The number of Directors shall be no less than 5 and no more than 15. Board members shall be recruited to reflect a fair and balance representation of skills, backgrounds, expertise, and viewpoints. Each inaugural Director shall serve until the first annual meeting of the Board as set forth in Section 4.08. At the first annual meeting, the inaugural Directors shall elect the members of the Board in the following manner: one-half (1/2) of the members [rounded to the next whole number] shall serve an initial term of (1) one year, and the remaining members shall serve an initial terms of (2) two years. This division will be determined by drawing lots. Successor terms will be two years with a maximum of three (3) consecutive terms for which a Director may serve. A Director must be off one full year before applying for a seat again. Each Director shall hold office for his or her term or until his or her successor is elected and has qualified. Directors for each successive terms shall be elected at subsequent annual meetings of the Board held pursuant to Section 4.08.
Section 4.03. Election. The Directors are to be elected by an affirmative vote of two-thirds of the entire Board of Directors then in office to take place at the annual meeting as set forth in Section 4.08.
Section 4.04. Attendance. Each Director is required to be present [in person or pursuant to Section 4.16] for a minimum of 75 percent of the regular meetings during the Fiscal Year. A Director that fails to comply with this requirement may be removed at the discretion of the President. Removal of a Director under this Section does not require a vote of the Board set forth in Section 4.05.
Section 4.05. Removal. A Director may be removed at any time, with or without cause, by a vote of two-thirds of the members of the Board then in office at any special meeting of the Board called for that purpose, provided that at least one week’s notice 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.
Section 4.06. Resignation. Any Director, member of a committee, or officer may resign at any time by filing a written resignation with the President 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 President 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 4.07. Increase in Number. The number of Directors may be increased by amendment to these bylaws by the affirmative vote of a majority of the entire Board then in office.
Section 4.08. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held on the second Tuesday of the month of May of each year starting in 2019. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board.
Section 4.09. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
Section 4.10. Notice. Notice of any special meeting of the Board of Directors shall be given at least 48 hours previously by electronic notice or by phone delivered to each Director at his or her address or phone number as shown by the records of the Corporation, unless the meeting must be held within two days. 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.
Section 4.11. Quorum. Quorum shall consist of a majority of the Board of Directors then in office for the transaction of business; but if less than a majority of Directors are present at the meeting, a majority of the Directors present may adjourn the meeting without any further notice.
Section 4.12. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 4.13. 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 affirmative vote of a two-thirds of the remaining Directors, though less than a quorum. 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. 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 4.14. Compensation. Directors as such shall not receive any stated salaries for their services as Directors, but the Board of Directors may by resolution allow a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the board. 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 4.15. 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 4.16. Meeting by Conference Telephone. Members of the Board of Directors are deemed present and may participate in a meeting of the Board 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.
Section 4.17. 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 the Director requests for a roll call vote.
Section 4.18. General Standards for Directors. Chapter 504 of the Code of Iowa includes a provision that sets forth the law of Iowa regarding the standards for the conduct of a Director in performing his or her duties as a Director. The provision is being reprinted here for convenience only and as a reference for a Director and the Board.
A Director shall discharge his or her duties as a Director (1) in good faith; and (2) in a manner the Director reasonably believes to be in the best interests of the corporation. The members of the board of Directors or a committee of the board, when becoming informed in connection with their decision-making functions or when devoting attention to their oversight functions, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
- In discharging board or committee duties, a Director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in the following subparagraph, to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.
A Director is entitled to rely on any of the following:
- One or more officers or employees of the corporation whom the Director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided by the officer or employee.
- Legal counsel, public accountants, or other persons as to matters involving skills or expertise the Director reasonably believes are either of the following:
(i) Matters within the particular person's professional or expert competence.
(ii) Matters as to which the particular person merits confidence.
- A committee of the board or advisory committee of which the Director is not a member, as to matters within the committee's or advisory committee's jurisdiction, if the Director reasonably believes the committee or advisory committee merits confidence.
- In discharging board or committee duties, a Director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the persons specified in above.
Notwithstanding the foregoing standards for Directors, the failure of a Director to comply with a standard shall expose the Director to personal liability if, and only if, the Director’s liability is established with the application of the procedures, exceptions and limitations under Iowa Code §§ 504.832 and 504.833 (or corresponding sections of any subsequent Iowa statutes).
ARTICLE V - OFFICERS, EMPLOYEES, AND AGENTS
Section 5.01. Officers. The officers of the corporation shall be a President, one or more Vice-Presidents (the number to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint the other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it 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 5.02. 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 until his or her successor is elected and has qualified, or until his or her death, resignation or removal.
Section 5.03. Resignation and Removal. Any officer, agent or employee elected or appointed by the Board of Directors may be removed by the Board of Directors for cause, 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 5.04. Other Agents and Employees. The Board of Directors may appoint such agents and employees as it may deem necessary, each of whom shall hold office during the pleasure of the Board of Directors, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Directors may determine. No agent or employee need be a Director of the Corporation. The Board of Directors may prescribe the respective title, terms of office, authorities and duties of such agents or employees.
Section 5.05. Delegation of Authority. To the full extent allowed by law, the Board of Directors may delegate to any officer, agent or employee any powers possessed by the Board of Directors.
Section 5.06. 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 5.07. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the Board of Directors if present at the meeting. He or she shall not have a vote at such a meeting except for in the event of a tie. However, he or she may participate in the discussion of any matter. He or she may sign and execute, with an additional signature from another officer of the Corporation, 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 President and any other duties that the Board of Directors prescribes.
Section 5.08. Vice-President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to any restrictions upon the President. Any Vice-President shall perform any other duties that the President or the Board of Directors assigns to him or her.
Section 5.09. Treasurer. He or she shall render to the President 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 President, 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 VIII of these bylaws; and in general perform all the duties incident to the office of Treasurer and any other duties that the President or the Board of Directors assign to him or her. Unless given express consent by a Board resolution, all checks executed by the Corporation must be signed by the Treasurer and another officer of the Corporation.
Section 5.10. 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 President, 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 President or the Board of Directors assign to him or her.
Section 5.11. Duties and Authority of Officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority of other officers.
Section 5.12. Standards of Conduct for Officers. Chapter 504 of the Code of Iowa includes a provision that sets forth the law of Iowa regarding the standards for the conduct of an Officer in performing his or her duties as the President, Vice-President, Secretary or Treasurer. The provision is being reprinted here for convenience only and as a reference for an Officer and the Board.
a. An officer, when performing in such capacity, shall act in conformity with all of the following:
1. In good faith.
2. With the care that a person in a like position would reasonably exercise under similar circumstances.
3. In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
b.In discharging the officer's duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any of the following:
1. In good faith.
2. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated.
3. Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.
4. Legal counsel, public accountants, or other persons retained by the corporation as to matters involving the skills or expertise the officer reasonably believes are within the person's professional or expert competence, or as to which the particular person merits confidence.
c. An officer shall not be liable as an officer to the corporation or its members, if any for any decision to take or not to take action, or any failure to take any action, if the duties of the officer are performed in compliance with Iowa Code § 804.843. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of sections Iowa Code §§ 504.832 and 504.901 that have relevance (or corresponding sections of any subsequent Iowa statutes).
Section 5.13. Personal Liability. A Director, officer, or other volunteer is not personally liable in that capacity for any action taken or failure to take any action except liability for any of the following: (1) the amount of any financial benefit to which the person is not entitled; (2) an intentional infliction of harm on the corporation or its members [if any]; (3) a violation of the unlawful distribution provision, Iowa Code § 504.835; and (4) an intentional violation of criminal law.
ARTICLE VI - COMMITTEES
Section 6.01. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its officers an Executive Committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise 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:
- amending the articles of incorporation;
- adopting a plan of merger or consolidation;
- recommending the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation;
- recommending a voluntary dissolution of the Corporation or a revocation thereof;
- amending, altering or repealing the bylaws of the Corporation;
- electing, appointing or removing any Director or officer of the Corporation; or
- amending, altering or repealing any resolution of the Directors, unless by its terms the resolution may be amended, altered or repealed by the committee.
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 6.02. Other Committees. Other committees not having and exercising the authority of the Board of Directors may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Unless otherwise provided for in such resolution, the President of the Corporation shall appoint the members of the committees. Any member may be removed by the person or 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 6.03. Term of Office. Unless otherwise provided in the resolution of the Board of Directors designating a committee or by the President 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 6.04. Chair. One member of each committee may be appointed chair by the person or persons authorized to appoint the members of the committee.
Section 6.05. 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 6.06. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee or by the President in appointing a committee, greater than fifty percent (50%) 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 6.07. 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 6.08. 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 VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS; INSURANCE
Section 7.01. Indemnity and Advancement of Expenses. The Corporation shall indemnify and advance expenses to any person who was, is, or is threatened to be made a party to or witness in any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including a grand jury proceeding) and whether formal or informal, by reason of the fact that he or she (a) is or was a Director or officer of the Corporation, or (b) while a Director or officer of the corporation, is or was serving at the Corporation’s request as a Director, officer, employee, agent, partner or trustee (or in a similar capacity) of another foreign or domestic corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, to the maximum extent it is empowered to indemnify and advance expenses to a Director or officer by the Revised Iowa Nonprofit Corporation Act or other applicable law as all of the same now exists or may hereafter be amended or changed (but, in the case of any such amendment or change, only to the extent that such amendment or change empowers the Corporation to provide broader indemnification than said law empowered the Corporation to provide prior to such amendment or change), against expenses (including attorneys’ fees), judgments, penalties, fines, including an excise tax assessed with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding or any appeal thereof.
Section 7.02. Payment. Any indemnification or advancement of expenses required under this article shall be made promptly after, and in any event within thirty days after, a determination made by a majority vote of all disinterested Directors that the Director has met the standard of conduct set forth in Iowa Code section 504.852. If there are less than two disinterested Directors, then any indemnification or advancement of expenses shall be made promptly after, and in any event within thirty days after, a determination by special legal counsel selected by the board, in which selection Directors who do not qualify as disinterested Directors may participate.
Section 7.03. Contract. The provisions of this article shall be deemed a contract between the Corporation and each Director or officer who serves in such capacity at any time while this article and the relevant provisions of the Revised Iowa Nonprofit Corporation Act are in effect, and any repeal or modification of any such law or of this article shall not adversely affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any claim, action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.
Section 7.04. Nonexclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any provision in the articles of incorporation or bylaws, agreements, vote of disinterested Directors, the Revised Iowa Nonprofit Corporation Act, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors, administrators and legal or personal representatives.
Section 7.05. Indemnification of employees, agents, and volunteers. The Corporation may, by action of the Board of Directors, provide indemnification and advancement of expenses to such of the employees, agents, or volunteers of the Corporation to such extent and to such effect as the Board of Directors may determine to be appropriate and authorized by applicable law.
Section 7.06. Applicability. This article shall be applicable to all claims, actions, suits or proceedings commenced after the effective date hereof, whether arising from acts or omissions occurring before or after the effective date hereof. Each person who is now serving or who shall hereafter serve as a Director or officer of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided for in this article, and such rights of indemnification shall continue as to a person who has ceased to be a Director or officer, and shall inure to the benefit of his or her heirs, executors, administrators and legal or personal representatives.
Section 7.07. Validity and Enforceability. If this article or any portion hereof shall be held to be invalid or unenforceable on any ground by any court of competent jurisdiction, such holding shall not affect the validity or enforceability of the remaining provisions of this article, and the Corporation shall nevertheless indemnify each Director and officer of the Corporation to the maximum extent permitted by any applicable portion of this article that shall not have been invalidated.
Section 7.08. Insurance. The Corporation may purchase and maintain insurance, at its expense, on its own behalf or on behalf of an individual who is or was a Director, officer, employee, agent, or volunteer of the Corporation, or is or was serving at the Corporation’s request as a Director, officer, employee, agent, partner, trustee (or in a similar capacity) of another foreign or domestic corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by such person in any such capacity, or arising from his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this article, the Revised Iowa Nonprofit Corporation Act or otherwise. The Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or similar arrangements), as well as enter into contracts providing for indemnification to the maximum extent permitted by law and including as part thereof any or all of the foregoing, to ensure the payment of such sums as may become necessary to effect full indemnification. The Corporation’s obligation to make indemnification and pay expenses pursuant to this article shall be in excess of any insurance purchased and maintained by the Corporation and such insurance shall be primary. To the extent that indemnity or expenses of a person entitled to indemnification and payment of expenses pursuant to this article are paid on behalf of or to such person by such insurance, such payments shall be deemed to be in satisfaction of the Corporation’s obligation to such person to make indemnification and pay expenses pursuant to this article.
Section 7.09. Definitions. For purposes of this article, references to “serving at the Corporation’s request” shall include any service as a Director, officer, employee, agent, or volunteer of the Corporation which also imposes duties on, or otherwise involves services by, such Director, officer, employee, agent, or volunteer to an employee benefit plan or to participants in or beneficiaries of the plan.
ARTICLE VIII - CONTRACTS, LOANS, CHECKS, DEPOSITS, INVESTMENTS AND REAL ESTATE
Section 8.01. 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 8.02. 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 passed by two-thirds vote of the Directors present at a meeting at which a quorum is present. Such authority may be general or confined to specific instances.
Section 8.03. 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 or an Assistant Treasurer of the Corporation.
Section 8.04. 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.
Section 8.05. 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 8.06. Gifts. The Board of Directors or the President 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 8.07. 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.
Section 8.08. Real Estate Contracts. No real estate contracts, including, but not limited to real estate contracts pertaining to acquiring, leasing, selling, renting, or conveying real property, shall be contracted on behalf of the Corporation unless authorized by two-thirds vote of Directors in attendance at a meeting at which a quorum is present.
ARTICLE IX - BOOKS AND RECORDS
Section 9.01. Books and Records Maintained. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. The following records are to be kept at the principal office: articles, bylaws, resolutions, minutes, list of names and addresses of current Directors and officers, the most recent annual report delivered to secretary of state, and appropriate accounting records.
Section 9.06. Inspection of Records by Directors. A Director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation to the extent reasonably related to the performance of the duties of a Director as a Director.
ARTICLE X - FISCAL YEAR
The Fiscal Year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XII - 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 Revised 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 XIII - AMENDMENTS TO BYLAWS
All Bylaws of the Corporation shall be subject to amendment, alteration or repeal and the new Bylaws or amendments, alterations or repeals may be made by the affirmative vote of at least a majority of all members of the Board of Directors in office at the time the amendment is adopted.
The Corporation shall provide at least seven days’ notice of any meeting of the Board of Directors at which any amendment is to be approved, which notice shall state that the purpose, or one of the purposes, of the meeting is the consideration of a proposed amendment to the Bylaws and contain or be accompanied by a copy or summary of the amendment, or state its general nature.
These Bylaws have been duly adopted by the Board of Directors of the Corporation.
Dated this day of , 2018.
FAMILIES UNITED ACTION NETWORK
By: Nicholas E. J. Dreeszen, President
By: ToyA Johnson, Secretary