Southern Iowa Council of Governments -- By-Laws

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to Iowa Code section 504 A.39 (1985) (known as the Iowa Nonprofit Corporation Act), the Southern Iowa Council of Governments, Inc., adopts the following restated articles of incorporation, and the counties of Adair, Adams, Clarke, Decatur, Madison, Ringgold, Taylor, and Union, designated as Area Wide Planning District XIV (all of which shall hereafter be designated as member counties), do hereby confirm and ratify said corporation as a separate entity for joint or cooperative action as provided by Iowa Code chapter 28 H (2006) and for the establishment of a joint planning commission as authorized by Iowa Code chapter 473 A (2006).
Article I

Name
The name of the corporation is Southern Iowa Council of Governments, Inc.
Article II

Corporate Existence

The period of its duration is perpetual.

Article III

Purposes
The corporation shall provide a framework within which local leadership can formulate and implement a comprehensive plan of action for the accelerated development and orderly conservation of all the resources of the member counties. All activities of the corporation will be to create a better rural area in which to live by strengthening the agricultural and business economy, by increasing the social and economic options and opportunities of the corporation's members.

Article IV

Powers
A. Statutory powers
The corporation shall have all powers granted by Iowa Code chapters 28 H and 473 A (2006).
B. Delegation of specific powers by member governmental units
The member counties and all member governmental units located therein severally delegate to the corporation the following powers:
1. The corporation shall have the power to construct, purchase, lease as leasee, and in any other manner acquire, own, hold, maintain, operate, sell, dispose of, lease as lessor, exchange, and mortgage any real property and personal property, or any interest therein as may be necessary, convenient, or appropriate to accomplish its purposes.
2. The corporation shall have power to make all contracts, and take all other actions, necessary, convenient, or appropriate to accomplish any and all of the foregoing powers.
C. Restrictions on powers
Notwithstanding the foregoing, the powers of the corporation shall be subject to the following restrictions:
1. The corporation shall engage only in activities that are essential to the public betterment.
2. The corporation shall not be operated for profit (except to the extent necessary for retiring indebtedness).
3. The corporation's income shall not inure to any private person or corporation.
4. Only political subdivisions of the State of Iowa shall have any beneficial interest in the corporation or its property.
5. If the corporation shall be dissolved, all assets of the corporation shall be distributed to political subdivisions that are members of the corporation.
6. No member or employee of the corporation shall be individually liable upon any indebtedness incurred by the corporation, nor liable for the indebtedness of any other member, or liable for any amount for any purpose in excess of the assessments made against that member determined as provided below in article X.

Article V

Registered Office and Agent

The current registered office of the corporation in the State of Iowa is 101 East Montgomery Street, Creston, Iowa 50801, and the name of the current registered agent at such address is Timothy J Ostroski.
Article VI

Membership

A. Eligibility
Membership in the corporation shall be open to all units of general local government within the member counties including but not limited to each county and city.
B. Adoption of Fourth Restated articles of incorporation and payment of assessments by member counties and cities.
The member counties have heretofore been members of the corporation and shall remain as members by adopting these Fourth Restated articles of incorporation. In addition, all cities
within the respective counties have likewise heretofore been members of the corporation, and each city shall remain as a member of the corporation if the assessment for its per capita share of the corporation's annual budget, as provided below at article X, section B, paragraph 1, is paid by such city or on the city's behalf by the county in which the city is located. To retain membership in the corporation, each such member unit of government must comply with the requirements of the corporation including payment of its pro rata share of the corporation's annual financial support as determined in accordance with these Fourth Restated articles of
incorporation and the bylaws.
C. Member of local units of government other than counties and cities.
Units of government other than counties and cities may become members of the corporation by adopting these Fourth Restated articles of incorporation. The payment of an additional assessment shall not be necessary if a per capita assessment has already been or will be paid on behalf of the constituents of such local unit of government by the county or city in which the constituents reside as provided above in paragraph B of this article and also as provided below in article X, section B, paragraph 1, regarding assessments. Otherwise, all such local units of government shall be responsible in a like manner for the collection and payment of a per capita assessment for its constituents as determined below in article X.

Article VII

Organization
The affairs of the corporation shall be managed in accordance with these restated articles and the bylaws of the corporation by a county board from each of the member counties, a project board, and an executive board, and various committees which may from time to time be established pursuant to the bylaws of the corporation.

A. County boards
Each member county shall be represented by a county board consisting of seven members chosen between January 1 and March 31 each year as follows:
1. County
Each county board of supervisors shall appoint one of its members who shall be an elected public official, a full-time/part-time employee of the county, or individual representing the interest of the county to serve as a member of the corporation's county board for its respective county.
2. Largest City
The mayor of the largest city of each of the member counties of Area XIV shall nominate, subject to confirmation by the city council, a person, who shall be an elected public official, a full-time/part-time employee of the city, or mayor's designee to serve as a member of the corporation's county board for the county in which that city is located.
3. Second Largest City
The mayor of the second largest city of each of the member counties of Area XIV shall nominate, subject to confirmation by the city council, a person, who shall be an elected public official, a full-time/part-time employee of the city, or mayor's designee to serve as a member of the corporation's county board for the county in which that city is located.
4. Third Largest City
The mayor of the third largest city of each of the member counties of Area XIV shall nominate, subject to confirmation by the city council, a person, who shall be an elected public official, a full-time/part-time employee of the city, or mayor's designee to serve as a member of the corporation's county board for the county in which that city is located.
5. Representative from the Private Sector (1)
A Private Sector Representative from each of the members counties shall be nominated, subject to confirmation by the above four members (County, Largest City, Second Largest City and Third Largest City). The Private Sector Representative means, with respect to any for-profit enterprise, any senior management official or executive holding a key decision making position, or that person's designee.
6. Representative from the Private Sector (2)
A Private Sector Representative from each of the members counties shall be nominated, subject to confirmation by the above four members (County, Largest City, Second Largest City and Third Largest City). The Private Sector Representative means, with respect to any for-profit enterprise, any senior management official or executive holding a key decision making position, or that person's designee.
7. Representative for at-large interest groups
A person who shall be broadly representative of principal economic interests, and include one (1) of the following: Executive Director of Chamber of Commerce, or representative of institutions of post secondary education, workforce development group or labor group shall be selected by the twelve (12) member Executive Board. The person so chosen as the representative of the above at-large interest groups shall also serve as a member of each county board.
8. Certification of county board
Those individuals selected to represent their respective county board shall file with the secretary of the corporation's executive board a certificate or resolution from the county board's secretary evidences of such appointment.
B. Project board
1. Membership
The members of the county board for each of the member counties shall serve as the members of the Project board.
C. Executive board
1. General Public
The county board for each of the member counties shall appoint one of its public members and that person or their alternate, as the case may be, shall serve as a member of the executive board.
2. Private Sector membership
The private sector representatives of each county board, jointly, shall appoint four (4) persons to serve as a member of the executive board. The persons so chosen shall serve for a one-year period. This selection shall take place at the annual meeting of the organization.
3. Representative for the at-large interest groups
The person so chosen as the representative of the at-large interest groups as defined above shall serve as a member of the executive board. The persons so chosen shall serve for a one-year period. This selection shall take place at the annual meeting of the organization.
4. Public Officials membership
Membership by public officials or full-time/part-time governmental employees or their designee shall be not less than a simple majority or more than sixty-five percent of the members of the executive board.
5. Certification of representatives
Those individuals selected to represent their respective units of government shall file with the secretary of the corporation's executive board a certificate or resolution from the governing body of the governmental unit which that individual represents evidencing such appointment.

Article VIII

Bylaws
The project board shall have the power to adopt new bylaws for the corporation, amend or repeal same by an affirmative vote of two-thirds of the members of the project board present at a meeting called upon notice given not less than ten days prior thereto to all the members of the Project board setting forth the substance of the proposed amendment if a quorum is in attendance. A quorum for the purpose of this article shall mean a simple majority of the Project board members present who represent at least a simple majority of the county boards for the member counties.

Article IX

Maintenance of Nonprofit Status

No officer, member, or other person shall receive any part of the net revenue of this corporation except reasonable compensation, properly authorized, for services rendered.
No part of the activities of this corporation shall include the attempt to influence any political campaign or the endorsement of any candidate for public office.
Notwithstanding any other provision of these articles, the corporation shall not engage in any other activities not permitted by a corporation exempt from federal income taxes under section 501 of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States internal revenue law, or not permitted by a corporation to which contributions are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States internal revenue law.

Article X

Financing of Corporation Activities and Assessments
A. Annual budget
The executive board shall prepare an annual operating budget, based in part, on anticipated net revenues to the corporation from whatever source including services provided by the corporation. In doing so, the executive board shall take into consideration the need for contingencies and reserves.
B. Assessments
1. Per capita assessments
An annual assessment in an amount not less than the excess of the budgeted expenditures over anticipated revenues shall be prorated on a per capita basis among all the residents living within the geographical boundaries of the corporation's member units of local government. This assessment shall be collected and paid by the member counties or by the cities within such member counties as each such unit of local government shall determine and at such times and in such manner as shall be further determined in accordance with the bylaws.
2. Limitation upon assessments
The residents of the member counties shall not be required to pay more than one per
capita assessment as provided above, notwithstanding that they may simultaneously be a constituent of two or more local units of government which concurrently are members of the corporation. The purpose of this article is to provide a basic means of funding for the corporation's activities while at the same time encouraging widespread participation of all units of local government without imposing an added burden to persons solely by reason of their place of residence.

Article XI

Dissolution
The corporation may be terminated by the adoption of a resolution for that purpose by all of the member units of government. Provided, however, the corporation shall not be dissolved until all debts of the corporation have first been paid. Thereafter, the executive board shall liquidate the business of the corporation as expeditiously as possible and distribute the net proceeds to the member units of government in the ratio that the total assessments collected and paid by them bears to the sum of the total assessments made as provided above in article X, section B (1).

Article XII

Withdrawal and Readmission
A. Withdrawal
A member unit of government may withdraw from membership in the corporation when its local governing body requests such withdrawal by resolution, which shall be forwarded in writing to the corporation. In the event of withdrawal, such local unit of government shall not be relieved of its obligation to pay the annual assessment for its constituents, as provided above in article X, section B, if not otherwise paid, for the year in which such withdrawal occurs. If such withdrawal occurs within the last six months of the year, such local unit of government shall pay the annual assessment for its constituents for the following year, unless otherwise collected and paid by another unit of local government. If the corporation prior to receiving such request to withdraw has incurred other indebtedness which matures after the effective date of such request, the withdrawal shall not be effective until such indebtedness shall have been paid by the corporation, or in the alternative, until the withdrawing member shall have collected and paid to the corporation the per capita assessment for its constituents unless such per capita assessment shall otherwise be collected and paid by another unit of government.
B. Readmission
Any member unit of local government which has withdrawn from the corporation and applies for readmission shall pay any delinquent financial obligations owed to the corporation for the per capita assessments for its constituents which have not otherwise been collected and paid by another member unit of local government unless waived by the executive board.

Article XIII

Amendments

These Fourth Restated articles of incorporation may be amended by a two-thirds roll call
vote of the members of the project board present at any regular or special meeting called upon notice to all project board members not less than ten days prior thereto setting forth the substance of the proposed amendment if a quorum is then in attendance. A quorum for the purpose of this article shall mean one-half of the project board members who represent at least a simple majority of the county boards for the member counties. Notwithstanding the foregoing, however, the executive board for the corporation shall have the power from time to time, as needed, to change the place of the registered office of the corporation and the name of the registered agent at such address.

Article XIV

Separability

If any one or more of the provisions of these articles is declared unconstitutional or contrary to law, the validity of the remainder hereof shall not be thereby affected.

Article XV
Fourth Restated Articles
These Fourth Restated articles of incorporation correctly set forth the provisions of the articles of incorporation of the corporation as heretofore and hereby amended. These Fourth Restated articles of incorporation have been duly adopted as required by law and supersede all other articles of incorporation of the corporation and all amendments thereto.

Dated this 28th day of March 2007.
Southern Iowa Council of Governments, Inc.
by:
_____________________________________
Royce Dredge, Chairperson

_____________________________________
J.R. Cornett, Secretary
STATE OF IOWA
SS:
COUNTY OF UNION
On this 28th day of March 2007, before me, a notary public in and for said county, personally appeared Royce Dredge and J.R. Cornett, to me personally known, who being by me duly sworn did say they are the Chairperson and Secretary, respectively of said corporation. Said Fourth Restated articles of incorporation were signed on behalf of the corporation by authority of its project board and the said Royce Dredge and J.R. Cornett acknowledged the execution of said instrument to be the voluntary act and deed of said corporation and by it voluntarily executed.
_______________________________
Notary Public in and for the State of Iowa