|Posted by Boyd Harrison on March 2, 2017 at 2:50 PM|
REVISION JAN 1, 2015
BYLAWS OF DEER VALLEY COLLECTORS
The principal office of the corporation in the State of Iowa shall be located in the City of Clinton, Clinton County. The corporation may have such other offices, within or without the State of Iowa, as the business of the corporation may require from time to time.
The registered office of the corporation may be, but need not be, identical to the principal office in the State of Iowa, and the address of the registered office may be changed from time by the Board of Directors.
The purposes of the corporation are primarily for charitable and for educational purposes specifically relative to providing public displays and education relative to farm machinery and implements of husbandry and the history thereof. The corporation encourages, supports, and educates the youth of today through programs like “Young Hands” and the donation of “ag-related books” programs with any budgetary requirements to be reviewed annually by the sitting Board of Directors and Officers. Scholarships will be provided to qualified applicants. The number of and dollar amount of said scholarships will be decided by the sitting Board of Directors and Officers after a review of Club finances at the end of each calendar year. The corporation will nevertheless have unlimited power to engage in and to do any lawful act concerning any and all lawful purposes for which a corporation may be organized under the Iowa Nonprofit Corporation Act, Iowa Code Chapter 504A.
The corporation shall be operated for exclusively for those purposes allowed and exempt organization under Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
The corporation is not organized for profit, and no part of the net earnings of the corporation shall be distributed to, or inure to the benefit of, any director or officer of the corporation, contributor, or private individual, either during the existence of this corporation or upon its dissolution. No substantial part of the activities of this corporation shall be to carry on propaganda or otherwise attempt to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
Notwithstanding any provisions of these Bylaws, the corporation shall not conduct or carry on any business not permitted to be conducted or carried on by an organization, contributions to which are deductible under Section 170 (c) (2) of said Code and regulations as they now exist or as they may hereafter be amended.
MEMBERS AND VOTING RIGHTS
SECTION 1. Membership Qualifications. Membership will be available to those who have an interest in machinery and implements of husbandry and pay the established membership dues. Family members will be considered members as long as one person in the household has a current paid membership.
SECTION 2. Dues of Members. Annual membership dues will be established by the Board of Directors.
SECTION 3. Termination of Membership. Resignation from membership will not result in any refund of dues. Membership may be discontinued by the Board of Directors after an appropriate hearing, if requested by the member, for unbecoming conduct, non-payment of dues, and/or other reasons determined by the Board and agreed to by a majority of Board Members.
SECTION 4. Rights of Members. Each member shall be entitled to one vote for the election of the members of the Board of Directors at the annual meeting of the members and shall be further entitled to vote on any other matter submitted to the vote of the membership by the Board of Directors.
SECTION 1. Club Meetings. Club business meetings will be held as needed but no less than annually.
SECTION 2. Election of Directors Meeting. An annual meeting to be designated by the Board of Directors will be conducted for purposes of electing directors and the transaction of any other business that may come before the meeting.
SECTION 3. Special Meetings. Special meetings may be called from time to time by the Club President or the Board of Directors.
SECTION 4. Notice of Meetings. Written notice of meetings shall be given no later than three days prior to the date of the annual or any special meeting and such may be given by means of any newsletter issued by the corporation or by means of any notice given by means of ordinary mail. The giving of such notice shall be at the direction of the Board of Directors, Secretary, or other corporate officer calling the meeting.
SECTION 5. Quorum. A quorum shall consist of the presence of a majority of Board of members.
BOARD OF DIRECTORS
SECTION 1. Powers. The business affairs of the corporation shall be managed by the Executive Committee. The Executive Committee shall be elected on an annual basis by the Board of Directors, and the Executive Committee shall consist of President, Vice-President, Secretary, Treasurer, Historian, and Committee Chairpersons.
SECTION 2. Election and Term of Office. The Directors shall be elected by a majority vote of current members attending a meeting designated for election of Directors.
SECTION 3. Number and Tenure. The initial members of the Board of Directors shall be twelve (12), and the number of Directors may be increased or decreased by the Board of Directors then currently holding office. The nominating committee appointed by the Board of Directors will recommend a slate of directors to the general membership for approval. The term of office shall be for three years.
SECTION 4. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by vote of the remaining Board members.
SECTION 5. Removal from Office. If circumstances should occur that would warrant removal from office of any Board members such as failure to attend Board meetings or other circumstances, the Board may by majority vote remove said member from the Board.
SECTION 6. Compensation. Club members making up the Board of Directors shall not receive any stated salaries or compensation for their services.
SECTION 1. Officers. The officers of the Club shall be a President, a Vice-President, a Secretary, a Treasurer, and a Historian. Additional offices may be created by the Club Board as the need may arise.
SECTION 2. Election and Term of Office. The Directos will elect officers of the Club from the Board of Directors. The term of office will be one (1) year. The office of President will be limited to two (2) consecutive terms. In addition, a candidate for President must have been a Board member for a minimum of one year prior to being a candidate. Both the secretary and treasurer, as long as they are willing to continue intheir current capacity and with the board’s approval, may continue to do so indefinitely.
SECTION 3. Duties of Officers.
President: The Club President shall preside at all meetings of the members and the Club Board. In his/her absence, the Vice President or any member of the Board of Directors may be designated as temporary chairman to preside at any such meetings. The President shall be the principal executive officer of the Club responsible for keeping and maintaining the President’s handbook to be passed to the newly elected President and shall be responsible for supervising all the business and affairs of the club.
Vice-President: The Vice-President shall, in the bsence of the President or in the event of his/her inability or refusal to act, perform the stated duties of the office of Club President and, when doing so, shall have all powers of and be subject to the same restrictions placed upon the office of Club President. The Vice-President shall perform other such duties as may be assigned to him/her by the Club President or the Club Board of Directors.
Secretary: The Club Secretary shall handle all official correspondence of the Club and shall keep minute of Club meetings. The Secretary shall report no less than quarterly at the business meeting.
Treasurer: The Club Treasurer shall manage the financial affairs of the Club and shall be the custodian of its funds. The Treasurer shall report the financial stauts of the Club no less than quarterly at the business meeting.
Historian: The Historian shall maintain a record of all club activities that are publicized in local or national publication. This shall be in scrapbook for. Commonality is to be maintained as the office is passed from year to year. The Historian or his/her designee will coordinate the publication of the Club’s Newsletter with the Flywheel editor and insure the Club’s activities are promoted with the appropriate media.
The Club Board of Directors may appoint such standing or special committees from time to tome as may be required to satisfy the interest and needs of the Club members and Club activities.
One member of the Board must be assigned to any “Event,” “Show,” or “Committee” the Club forms or elects to participate in. This person is to be a liaison between the Board and Event, Show, or Committee in question. This measure safeguards responsibilities for monies if applicable and verifies the Board’s control of such Event, Show, or Committee formed.
The Club shall hold such local events as shall be determined by the Club Board of Directors. Such events shall provide provisions for life safety and liability. No alcoholic beverages will be permitted at any Club event or meeting. Smoking will not be permitted at indoor events.
Purchase and maintenance of Club properties will be the responsibility of the Board of Directors or their designees. A current inventory listing of these properties will be maintained by the Board or their designee. For the purpose of reducing liability exposure and excessive wear and tear, use of Club properties shall be limited to Club functions and other events from time to time as determined to be appropriate use by the majority of current board members present.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors 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.
SECTION 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 Board of Directors. Such authority may be general or confined to specific instances.
SECTION 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 the President or Vice-President. The President shall have the authority to issue checks for Club business in the absence or the incapacity of the Treasurer to do so. This shall require both the Treasurer and the President or Vice-President to sign a signature card at the bank to be reviewed annually.
SECTION 4. Deposits. 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 Board of Directors may elect.
SECTION 5. The corporation shall have a December 31 year-end.
The corporation shall not have a corporate seal.
The corporation may be voluntarily dissolved in the manner provided in the Articles of Incorporation of the corporation or, in the absence of any such provisions, as provided in the Iowa Non-profit Corporation Act. In the event of liquidation or dissolution of the corporation, whether voluntary or involuntary, the asset of the corporation received from any source whatsoever, after payment of all debts and obligations of the corporation, shall be used or distributed, subject to the laws of the State of Iowa, exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, scientific, or other non-profitable purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1995 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Specific emphasis shall be given to 501 (c) (3) organizations that provide for charitable and/or educational programs and public displays of farm machinery, implements of husbandry, or the history thereof. Any of such assets not so disposed of shall be disposed of by the District Court of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations as said Court shall determine which are organized and operated exclusively for such purposes.
Should it be necessary for whatever reason to dissolve the Club, the Officers of the Club shall present a petition to the Club membership, and the Club shall be dissolved upon a majority vote of these members voting at a meeting for that purpose. Records of the Club will be retained by the Club President for a period of two years subsequent to dissolution.
The corporation shall indemnify any present or former directors, officers, employees, member, or volunteers of this corporation and each such person who is serving or who has served, at the request of this corporation, as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan to the fullest extent possible against expenses, including attorney fees, judgments, fines, settlements, and reasonable expenses actually incurred by such person relating to his conduct as a director, officer, employee, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan except that the mandatory indemnification required by this sentence shall not apply (1) to a breach of the duty of loyalty to the corporation, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (3) for a transaction from which such person derived an improper personal benefit.
AMENDMENTS OF BYLAWS
These Club Bylaws may be amended from time to time. In addition to approval by the Club Board of Directors, such alterations, amendments, repeals, or adoptions shall be presented to the Club membership at a regular business meeting and adopted by a majority ballot of these voting.