SECOND AMENDED AND RESTATED
IOWA BARBECUE SOCIETY, INC.
(a 501 (c) (3) Nonprofit Corporation)
ARTICLE I — MEMBERS
Section 1.B Members
Membership of the Iowa Barbecue Society, Inc. (the “Corporation”) shall include any individual (a “Member”) who pays membership dues pursuant to these Bylaws. Membership dues shall be established annually by the Board of Directors and adjusted as deemed necessary by the Board of Directors. Dues shall he due at time of enrollment as a Member and prompt annual payment of dues shall be a continuing condition of membership and voting privileges. Upon termination of membership all rights and interests in the Corporation cease.
Section 2 Membership Lists
The membership list shall not be sold, bartered, traded or made available to any person, corporation or other organization, except as necessary to make the list available to other Members.
Section 3.B (2nd) Place of Regular Meetings
Regular meetings of the Board of Directors and/or the Members may be held at the registered office of the Corporation or at any place within or without the State of Iowa. Regular meetings may be held via Skype or other electronic media provided proper prior notice is given to the Board of Directors and the Members by email or regular mail at least one week prior to a regularly scheduled meeting.
Section 4.B Annual Meeting
There shall be an Annual Meeting of the Members at a time and place within the State of Iowa as may be determined by the Board of Directors.
Section 5.B (2nd) Special Meetings
Special meetings may be requested for any purpose at any time by any member of the Board of Directors (collectively the “Directors” and individually a “Director”). Special meetings of the Board of Directors and/or the Members may be held at the registered office of the Corporation or at any place within or without the State of Iowa. Special meetings may be held via Skype or other electronic media provided proper prior notice is given to the Board of Directors and the Members by email or regular mail at least two weeks prior to any scheduled special meeting.
Section 6 – Voting Rights
A Member, who has paid the appropriate membership dues, complied with these by-laws and any other rules of the Corporation shall be entitled to one vote on any matter submitted to the Membership. No proxies shall be allowed.
Section 7.B Quorum
A quorum consisting of a simple majority of the number of Board Members entitled to vote is necessary for the transaction of business at any meeting of the Board Members. When a quorum has been present at a meeting and Board Members have withdrawn from the meeting so that less than a quorum remains, the Board Members remaining may transact business until adjournment.
Section 8.B Notice
Written notice of annual or special meetings shall be delivered via regular mail and/or email or other electronic media, to each Member at least two days before each meeting.
Section 9.B Unanimous Written Consent in Lieu of Meeting
Any action that may be taken at a meeting of the Members may be taken without a meeting if authorized in writing by all of the Members.
Section 10 B Validation
When unanimous written consent of all of the Members has been obtained, an irregular meeting and any action taken at such meeting is thereby validated.
Section 11.B Minutes
All minutes of meetings of the Members reflecting the action taken shall be filed in a Minute Book and kept at the registered office of the Corporation.
ARTICLE II — BOARD OF DIRECTORS
Section 1.B Board Membership
The Board of Directors of the Corporation shall consist of not less than seven and not more than ten persons, in addition to ex officio members, if any, with the exact number of Directors to be fixed from time to time by the Members. Directors shall be selected by the Members from among persons who possess the ability to participate effectively in the discharge of the Boards responsibilities, and shall include, but not be limited to, persons who are residents of the State of Iowa.
Section 2.B (2nd) Election and Tenure
To be considered for the Board of Directors, you must be an active Member in good standing. A biography must be submitted to the Secretary no later than November 1st of each year. All biographies and a ballot will be distributed to all Members of the Iowa BBQ Society no later than the third Friday in November. Ballots are to be returned to the Secretary postmarked no later than December 31. Ballots will be tallied by the current Executive Officers no later than the second week of January. Results will be distributed to all Iowa BBQ Society members.
The Members shall elect the Board of Directors on an annual basis. All terms shall be for two-years beginning on the date of the Annual Meeting and conclude upon the adoption of the Board of Directors at the end of the Board member’s two-year term. Any vacancy on the Board of Directors resulting from death, resignation or discharge shall be filled by a person selected by the Board of Directors, for the balance of the term so vacated.
Section 3.B Removal of Directors
The Board of Directors may remove a Director. A Director, however, shall not be removed unless notice of the meeting of the Board of Directors at which removal is to be considered stated such purpose is provided to all Directors. If the Director has been removed, a new Director may be appointed at the same meeting.
Section 4.B Powers of the Board of Directors
The administrative powers of the Corporation shall be vested in the Board of Directors who shall have charge, control and management of the property, affairs and funds of the Corporation, and which shall have the power and authority to do and perform all acts and functions not inconsistent with these Bylaws or the Articles of Incorporation.
Section 5.B Regular and Special Meetings of the Board of Directors
The Board of Directors shall hold meetings at least annually. A simple majority of the Board shall constitute a quorum.
Section 6.B Unanimous Writing In Lieu of Meeting
Any action that may be taken at a meeting of the Directors may be taken without a meeting if authorized by unanimous written consent of all of the Directors.
Section 7.B Annual Meeting
There shall be an Annual Meeting of the Board of Directors, which shall be held in January of each year.
Section 8.B Special Meetings
Special meetings may be called by the President (or Vice-President as delegated) and shall be called at the written request of not less than three members of the Board of Directors. Notice shall be given verbally or in writing at least two days before the date of the special meeting. This notice shall state the business for the transaction of which the special meeting was called and no business other than that stated in the notice shall be transacted at such special meeting.
Section 9.B Attendance
All Board Members must attend at least 50% of the regularly scheduled meetings. Failure to do so will be grounds for immediate removal from the Board.
ARTICLE III — OFFICERS
Section 1.B Number
The Officers of the Corporation shall include a President, Vice-President, Secretary and Treasurer. The Officers shall be elected as such at the Annual Meeting of the Board of Directors. Each such Officer shall hold office for a period of one year and may be eligible for re-election. In case of resignation or removal of any Officer, the Board of Directors shall elect a successor who shall hold office for a like tenure for the unexpired term.
Section 2.B Holding Office
The same person shall not at the same time hold the office of President, Vice President, Secretary or Treasurer.
Section 3.B Removal
The Board of Directors, by a majority vote of the entire Board, may remove an Officer at any meeting of the Board, provided that the notice of the meeting of the Board at which removal is to be considered stated such purpose. If an Officer has been removed, a new Officer may be elected at the same meeting.
Section 4.B Responsibilities
The President shall perform the following functions:
- Call and preside at all meetings of the Corporation and the Board of Directors and shall be, ex-officio, a member of all committee;
- Sign with the Secretary/Treasurer or any other proper officer of the Corporation so authorized by the Board of Directors, any deed, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or 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, shall perform all duties incident to the office of the President;
- Sign or approve all checks drawn on bank accounts of the Corporation; and
- Perform other duties as prescribed by the Board of Directors.
The Vice-President shall perform the following functions:
- Assume the President’s duties if the president is absent, withdraws from office or is unable for any reason to serve as the President of the Corporation; and
- Perform other duties as designated by the President or the Board of Directors.
The Secretary shall perform the following functions:
- Maintain a record of all meetings of the Corporation and the Board of Directors;
- Serve all notices required by law or these Bylaws;
- Maintain a list of all current Members and applications for membership;
- Supervise the gathering of nominations for election and oversee mailing and collection of election ballots.
- Maintain current copies of the Corporations Articles of Incorporation and Bylaws;
- Perform other duties as designated by the President or the Board of Directors.
The Treasurer shall perform the following functions:
- Oversee the Corporations finances pursuant to Article VIII hereof, including the preparation of all checks drawn on the accounts of the Corporation;
- Maintain all financial records sufficient to enable the allocation of expenditures to appropriate budget items;
- Without prior approval from the Board of Directors prepare and/or sign checks to be drawn on the accounts of the Corporation for an amount not exceeding $1,000.00;
- With prior approval from the Board of Directors prepare and/or sign checks to be drawn on the accounts of the Corporation for an amount exceeding $1,000.00.
- With the President, prepare an annual budget to be submitted to the Board of Directors at a meeting of the Board of Directors, which will be held no later than March 31st.
- Provide a summary of year-to-date financial information to the Board of Directors at each meeting of the Board or, as requested, upon 5 days prior notice. Provide a monthly financial report to the Board of Directors no later than the 15th day of each month
- File an tax returns or other financial information as may be required by local, state or federal law; and
- Assist the auditors of the Corporation for the preparation of an annual audit as set forth in Section VIII below.
ARTICLE IV — COMMITTEES
Section 1.B Committees of the Board of Directors
Committees of the Board of Directors may be standing or special. The Board may authorize standing or special committees as it deems necessary or desirable.
ARTICLE V — ADMINISTRATION
Section 1 B Management
Subject to the approval of the Membership, the Board of Directors may select and employ competent personnel as they shall deem reasonably necessary for the efficient management of the Corporation.
ARTICLE VI — NON-LIABILITY AND INDEMNIFICATION
Section 1. B Non-liability
A director, officer, employee, member or other volunteer of the Corporation is not liable on the Corporation’s debts or obligations and a director, officer, employee, member or other volunteer is not personally liable in that capacity, for a claim based upon an act or omission of the person performed in the discharge of the person’s duties, except for a breach of the duty of loyalty to the Corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit.
If this limitation of liability is deemed by a court of competent jurisdiction to be too broad, then the above provisions shall be enforced to the fullest extent as provided by law.
If Iowa law is hereafter changed to permit further elimination or limitation of the liability of directors, officers, employees, members or other volunteers for monetary damages to the Corporation, then the liability for such director, officer, employee, member or other volunteer of the Corporation shall be eliminated or limited to the full extent then permitted. The directors, officers, employees, member or other volunteers of the Corporation have agreed to serve in their respective capacities in reliance upon the provisions of this Article.
Section 2.B Indemnification
The Corporation shall indemnify directors, officers, employees, members or other volunteers of the Corporation, and each director, officer, employee, member or other volunteer of the Corporation who is serving or who has served, at the request of the 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 attorneys’ fees, judgments, penalties, fines, settlements and reasonable expense., actually incurred by such director, officer, employee, member or other volunteer relating to such person’s conduct as a director, officer, employee, member or other volunteer of the Corporation or as a director, officer, 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 (i) to a breach of such directors, officers, employees, members, or other volunteer’s duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) for a transaction from which such director, officer, employee, member or other volunteer derived an improper personal benefit or against judgments, penalties, fines and settlements arising from any proceeding by or in the right of the Corporation, or against expenses in any such case where such director, officer, employee, member or other volunteer shall be adjudged liable to the Corporation.
ARTICLE VII — AMENDMENTS
Section 1 – Amendments to Articles and Bylaws
The Articles and Bylaws of the Corporation may be altered or amended by a majority vote of the members of the Board of Directors at a regular meeting or at a special meeting called for that purpose, notice of such proposed alteration or amendment having been given, in writing, to each member of said Board of Directors at least twenty days prior to such meeting, and provided that no such alteration or amendment shall become effective until approval is given by the Member of the Corporation.
ARTICLE VIII — ACCOUNTING AND BONDING
Section 1 – Annual Audit
The Board of Directors shall establish and maintain an accounting and recordkeeping system. An audit of the books and records of the Corporation shall be conducted by an independent auditor on an annual basis and the findings of the audit shall be provided no later than 90 days following the conclusion of each fiscal year.
Section 2 – Bonding of Officers
The President and the Treasurer shall be bonded in an amount set by the Board of Directors, The cost of bonding both the President and the Treasurer shall be paid by the Corporation.
ARTICLE IX — MISCELLANEOUS PROVISIONS
Section 1.B (2nd) Offices
The principal and registered office of the Corporation shall be located at the address of the current Secretary of the corporation. The Corporation may also have offices at such other places within or without the State of Iowa as the Board of Directors shall from time to time determine to be necessary or convenient for the purposes of the Corporation and the carrying out of its work and activities.
Section 2.B Conflict of Interest
Any duality of interest or potential conflict of interest on the part of any member of the Board of Directors should be disclosed to the other Directors and made a matter of record, either through an annual disclosure procedure or when the interest becomes a matter of Board action.
Any Director having an actual or possible conflict of interest on any matter should not vote or use his/her personal influence on any such matter, and he/she should not be counted in determining the quorum for the meeting, even when permitted by law. The minutes of the meeting should reflect that a disclosure was made, the Directors abstention from voting, and the quorum situation.
The foregoing requirements should not be construed to prevent the Director from briefly stating his/her position on the matter nor from answering pertinent questions of other Directors, since his/her knowledge may be of great assistance to the Board in making an informed decision regarding such matter.
These restated by-laws are newly adopted by the Board of Directors of the Iowa Barbecue Society, Inc, on this 9th day of November, 2014.
Ron Milhous, President Ray Ringgenberg, Vice President
Francis W. Dutton, Secretary Scott Reed, Treasurer
A signed copy of these amended by-laws, are kept at the Iowa BBQ Society Home office residing at 2501 Eastern Ave NE, Cedar Rapids, IA 52402 and a copy of these by-laws have been officially filed with the Secretary of States Office located in the Lucas State Office Building in Des Moines, IA.