Southern Iowa Council of Governments -- By-Laws

Article I
Offices
The principle office of the corporation shall be located in a city within the member counties.
The corporation shall have and continuously maintain in the State of Iowa a registered office and a registered agent identical with the registered office required by the Iowa Nonprofit Corporation Act. Such registered office may be, but need not be, the same as the principle office in the State of Iowa, and the address of the registered office may be changed from time to time by the executive board.
Article II
Purposes and Powers
The corporation is organized and shall be operated exclusively for the purposes set forth in the corporation's fourth restated articles of incorporation and shall have in addition to those powers granted to it by statute those powers expressly delegated to it by the member units of local government as set forth in the fourth restated articles of incorporation.

Article III
County Boards
A. Members
As set forth in the corporation's fourth restated articles of incorporation, article VII,
organization, section A, county boards, subsection 1-8, each member county shall have a county
board consisting of the following seven (7) members:
1. a member of the county board of supervisors, a full-time/part-time employee of the county, or an individual representing the interest of the county;
2. a person appointed by the mayor of the largest city in the county who is an elected public official, a full-time/part-time employee of that city, or the mayor's designee;
3. a person appointed by the mayor of the second largest city in the county who is an elected public official, a full-time/part-time employee of that city, or the mayor's designee;
4. a person appointed by the mayor of the third largest city in the county who is an elected public official, a full-time/part-time employee of that city, or the mayor's designee;
5. two (2) private sector representatives; and,
6. an at-large interest group representative from the following: an Executive Director of Chambers of Commerce, or representative of institutions of post secondary education, or workforce development group or labor group.
B. Selection of county board members
Members of the county boards for each of the member counties shall be chosen between January 1 and March 31 each year in the manner set forth in the corporation's fourth restated articles of
incorporation, article VII, organization, section A, county boards.
C. Terms of county board members
Members of the county boards for each of the member counties shall serve a term of three years that is staggered with the terms of the other members so not more than three members are elected in any one year. Incumbents may succeed themselves. Provided, however, the present members of the county boards may fulfill their current term of office.
D. Vacancy
If any county board member resigns or the position filled by that member otherwise becomes vacant before the expiration of that member's term of office expires, the unexpired term of such member shall be filled by their alternate until such time as a new member is selected in
the manner set forth in the corporation's fourth restated articles of incorporation, article VII,
organization, section A, county boards, for the position vacated, and the member so selected shall serve the unexpired portion of that term.
E. Officers and duties
Each county board for the member counties shall elect from its membership a chairperson, a vice chairperson, and a secretary-treasurer.
1. Elections
The officers of each county board shall be elected annually between January 1
and March 31 of each year.
2. Term of office
The officers of each county board shall serve from the time of their election until the next regular election which term shall not exceed one year, and incumbents may succeed themselves. If a vacancy occurs, a special election shall be held for the selection of another member of the county board to fulfull the unexpired portion of the term for the officer whose position has been vacated. Provided, however, the officers of the county boards who are serving at the time of the adopton of these bylaws may fulfill their current terms of office.
3. Duties
The officers of each county board shall be responsible for fulfilling those duties normally assigned to and performed by the respective officers of all such organizations as well as whatever additional duties are required of them through the bylaws of the corporation or are assigned to them from time to time by the executive board.
F. Duties of the county board
The county board for each of the member counties shall have the following duties and responsibilities:
1. Project board membership
The entire membership of each county board shall serve as members of the project board as provided in the corporation's fourth restated articles of incorporation, article VII, organization, section B, project board.
2. Executive board membership
a. General membership
Each county board shall select from its membership, exclusive of the at-large interest groups' representative, one person and an alternate to serve as a member of the executive board, and that person or their alternate, as the case may be, shall serve as a member of the executive board as provided in the corporation's fourth restated articles of incorporation, article VII, organization, section C, executive board.
b. Membership by public officials or governmental employees
The person chosen by the county board to serve as a member of the executive
board shall be an elected public official, a full-time/part-time employee of a general purpose member unit of local government, or a person representing the interests of the governmental unit, if so required by the executive board as provided below in these bylaws at article V, executive board, section B, membership by public officials or governmental employees.
3. Project proposals
Each county board shall receive and evaluate proposals for project measures and seek sponsors, when needed, for proposed project measures.
4. Project implementation
Each county board shall forward worthy and feasible multi-county projects to the executive board for consideration and possible action and shall investigate conditions, problems, and/or opportunities relating to proposed projects and shall take appropriate steps to accomplish the objectives of projects approved by the project board. Each county board shall coordinate project activities within its respective county and make recommendations to the executive board with respect to priorities and schedules thereof.
5. Operating funds
Each county board shall be responsible for obtaining whatever administrative funds are needed for its operation. The collection of membership dues, however, shall not be the function of the county boards.
6. Progress reports
Each county board shall assist the executive board in advising and informing project sponsors of the progress and development of the various projects adopted by the project board and shall perform such other related tasks which are assigned to it by the executive board.
7. Promotion of corporate purposes
Each county board shall also engage in any other activity which promotes the purposes of the corporation and is consistent with its fourth restated articles of incorporation and its
bylaws.
G. Meetings of county boards
Each county board shall meet at least annually. The chairperson may call special meetings from time to time. Notice of each regular meeting of each of the county boards, including the agenda to be considered, shall be given to the public in compliance with the Iowa open
meeting law set forth at Iowa Code chapter 28 A and subsequent amendments thereto.
H. Quorum
The presence of a simple majority of its members at a meeting of the county board shall constitute a quorum thereof.
I. Voting
Each member of the county board shall be entitled to one vote on all regular questions and matters of business that shall be decided by a simple majority of the members present at the time thereof. Provided, however, members of the county board shall not be permitted to vote by proxy.

Article IV

Project Board

A. Members
As provided in the corporation's fourth restated articles of incorporation, article VII,
organization, section B, project board, the members of the county boards for each of the member counties shall also serve as members of the Project board.
B. Officers
The officers of the county board shall also serve as officers for the project board. The
duties of the officers of the project board shall consist of those responsibilities normally assigned to and performed by the officers of all such organizations and such additional duties as may be created by the bylaws or created from time to time by the project board.
C. Duties of the project board
The project board shall have the following responsibilities:
1. To review, and to approve an annual plan of operations that is prepared by the executive board.
2. To review and approve the project work plans developed by the executive board.
3. To provide guidance, direction, and needed latitude of authority to the executive board.
4. To serve as a nucleus for such standing committees as may be established by the bylaws or ad hoc committees that may be created from time to time by the executive board.
5. To engage in any other activities that promote the purposes of the corporation and are consistent with its fourth restated articles of incorporation and the bylaws.
D. Meetings
The project board shall meet at least annually. One such meeting of the project board shall be
held between March 1 and March 31 and shall be designated as the annual meeting for the corporation. Special meetings may be called by the chairperson or by petition from two of the county boards. Notice of all regular meetings of the project board, including the agenda to be considered, and minutes of the past meetings, shall be mailed to all members not less than ten days prior to the meeting.
E. Quorum
A simple majority of the project board members present who represent at least a simple majority of the county boards for the member counties shall constitute a quorum for the transaction of business at any meeting of the project board. If less than a majority of the members of the project board are present at such a meeting, a majority of the project board members present may adjourn the meeting from time to time without further notice.
F. Voting
Each member of the project board shall have one vote. All meetings of the project board, where specific agenda items are to be considered, said specific agenda items shall be mailed to all members not less than fifteen days prior to the meeting. All regular questions and business of the project board shall be decided by a simple majority of the members present if a quorum exists. However, members of the project board shall be permitted to vote by proxy on specific items. Each member of the project board will receive a pre-authorized form that was approved by the executive board, this form will be signed and notarized.

Article V
Executive Board
A. Members
As provided in the corporation's fourth restated articles of incorporation, article VII,
organization, section C, executive board and subject to paragraph B below, the county board for each of the member counties shall, between January 1 and March 31, appoint one of its members and an alternate, exclusive of the private sector and at-large interest groups' representatives to serve as a member of the executive board, and that person or their alternate, as the case may be, shall serve as a member of the executive board. The private sector representatives for the county boards from each of the member counties shall, at the corporation's annual meeting, select from among their number, four persons to serve as members of the executive board. The At-Large member shall be selected by the above members respective of the corporation's fourth restated articles of incorporation, article VII, organization, section A(7),
B. Membership by public officials or governmental employees
Not less than a simple majority nor more than sixty-five percent of the county boards for the member counties shall select either an elected public official, a full-time/part-time employee of a general purpose member unit of local government, or their designee to serve as a member and alternate of the executive board for the next term of office. This process shall be directed by the executive board at its regularly scheduled meeting prior to the corporation's annual meeting.
C. Terms of executive board members and vacancies
Executive board members shall serve for a term of one year beginning April 1 of each year, and incumbents may succeed themselves. Provided, however, the members and officers of the executive board who are serving at the time of the adoption of these bylaws may fulfill their current terms of office. If any executive board member resigns or the position filled by that member otherwise becomes vacant before the expiration of that member's term of office expires, the unexpired term of such member shall be filled by the alternate member.
D. Officers
1. Election
The executive board shall elect from its public sector membership a chairperson, vice chairperson, secretary, and treasurer.
2. Duties of officers
The officers of the executive board shall have those duties normally assigned to and performed by officers of all such organizations as well as those created by the bylaws or assigned to them from time to time by the executive board.
E. Duties of the executive board
1. Administration of corporate affairs
The executive board shall have the following duties and responsibilities for the administration of the corporation's affairs:
a. Preparation of an annual plan of operation for the project board's approval that sets priorities for work and schedules operations of adopted projects;
b. Representation of the Project board in all matters relating to fulfilling the annual plan;
c. Hold regular and special meetings for conducting the normal business of the corporation;
d. Organize and direct needed subcommittees;
e. Provide coordination and guidance to county boards;
f. Receive and review reports, recommendations, and instructions for cooperating agencies;
g. Release regular and special reports, newsletters, and informational matters;
h. Designate a member to represent the corporation at meetings, hearings, and other conferences that will be of interest to the corporation;
i. Represent and act for the Project board within the latitude of authority given by it;
j. Hire an executive director and adopt personnel policies regarding the hiring of employees and their qualifications and prepare a guide for personnel relating to duties, salaries, classifications and reclassifications, annual leave, sick leave, and such other relating items which are necessary for the fulfillment of the duties and responsibilities of the corporation's administrative staff;
k. Establish per capita rates and also charges for the services provided by the corporation.
F. Meetings of the executive board
The executive board shall meet at least bimonthly. Special meetings may be called by the chairperson or by petition from two members of the executive board. Notice of each regular meeting of the executive board, including an agenda to be considered, shall be mailed or electronically sent to the executive board members at least three days prior thereto, and such notice also shall be given to the public in compliance with the Iowa open meeting law set forth at Iowa Code chapter 28A and subsequent amendments thereto.
G. Quorum
A simple majority of the executive board members present who represent at least a simple majority of the project boards shall constitute a quorum for the transaction of business at any meeting of the executive board. If less than a majority of the members of the executive board are present at such a meeting, a majority of the executive board members present may adjourn the meeting from time to time without further notice.
H. Voting
Each member of the executive board shall be entitled to one vote, and all questions and business of the corporation shall be decided by a simple majority of the members present if a quorum exists. However, members of the executive board shall not be permitted to vote by proxy. Attendance and voting may also be allowed by electronic means.

Article VI
Committees
A. Creation
The executive board may create from time to time various standing, advisory, and ad hoc committees for the purpose of assisting the county boards, the project board, and the executive board in fulfilling the corporation's duties and responsibilities.
B. Members, term of appointment, removal, and vacancies
The number of persons appointed to serve as members of such committees and their term of office shall also be determined by the executive board and may be modified by it at any time. The committee members may, but need not be, members of the executive board, and all non-executive board members shall serve at the pleasure of the executive board. The executive board shall fill vacancies. Provided, however, the executive board may approve a different method for determining committee membership, the selection of its officers, and the terms of the officers if necessary to comply with state or federal law.
C. Delegation of powers
The executive board may delegate to any such committee, subject to the control of the executive board, any of the powers and authority possessed by the executive board for the management of the business and affairs of the corporation. Provided, however, the executive board may in its discretion at any time modify or revoke any or all of the authority so delegated and abolish any committee created by it.
D. Committee organization
Subject to the approval of the executive board, any committees hereby created shall have the power to determine the form of its organization and may adopt bylaws and amendments thereto for the purpose of establishing rules and regulations governing its proceedings and meetings.

Article VII
Contracts, checks, deposits and funds
A. Contracts
The executive board may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so 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. Such authority may be general or confined to specific instances.
B. Drafts and checks
All checks, drafts, automatic withdraws or electronic transfers, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed or authorized by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the executive board. In the absence of such determination by the executive board, such instruments shall be signed by the treasurer, secretary or the finance director and countersigned by the chairperson, the vice-chairperson, or the executive director of the corporation.
C. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the executive board may select.
D. Gifts
The executive board may accept on behalf of the corporation a contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

Article VIII
Books and Records
The corporation shall maintain correct and complete books and records of account. Each of the county boards, the project board, the executive board, and the various committees created by the executive board, shall record the minutes of its proceedings. All books and records of the corporation may be inspected by any member of the public at any reasonable time.

Article IX
Fiscal Year
The books and records of the corporation shall be maintained on a fiscal year basis beginning on October 1 and ending on September 30 of the following year.

Article X
Administration
A. Executive Director
The executive board shall employ an executive director who shall be responsible for performing the following duties:
1. Coordinating all staff and consulting services provided to the members of the corporation, the project board, the executive board and the various committees;
2. Preparing and administering the annual work program and budget;
3. Employing, retaining, removing, and setting the salary of all personnel as the
executive director deems necessary within the limits of the budget and policy established by the executive board; and,
4. Performing all other duties delegated by the executive board.
B. Representation of corporation by executive director
The executive director shall, in the absence of the chairperson of the executive board, represent the corporation or executive board before any public agency or public officer. Accordingly, the executive director shall make official recommendations consistent with the policies set forth by the corporation. Where an obvious conflict of interest, public controversy, or uncertainty regarding the approved plans, policies, or procedures occurs, presentation of the matter shall receive prior approval by the corporation acting through its chairperson or vice chairperson of the executive board. The executive director shall have the authority, within limits of policy as formulated by the corporation, to conduct a program of public relations and to execute documents in the name of the corporation.
C. Compensation
No member of the corporation, the county boards, the project board, the executive board, or committee member shall receive any compensation or reimbursement for their time, services, transportation or other expenses incurred in connection with authorized activities of the corporation unless so authorized by the executive board. Such reimbursement shall be in accordance with fiscal policies of the corporation and any applicable federal or state agency providing financial support to the corporation.

Article XI
Annual Meetings
The annual meeting of the corporation shall be held between March 1 and March 31 of each year at a place, date, and time determined by the executive board.

Article XII
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Iowa nonprofit corporation act or under the provisions of the fourth restated articles of incorporation or the
bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XIII
Corporate Seal

The corporation shall not have a corporate seal.

Dated this 28th day of March 2007.

Southern Iowa Council of Governments, Inc.
by:

_______________________________ _______________________________
Dave Ferris, Chairperson Mark Olive, Secretary

STATE OF IOWA
SS
COUNTY OF UNION

On this day of 2007, before me, a notary public in and for said county, personally appeared to me Dave Ferris and Mark Olive to me personally known, who being by me duly sworn did say they are the Chairperson and Secretary, respectively, of said corporation. Said bylaws were signed on behalf of said corporation by authority of its project board and the said Dave Ferris and Mark Olive acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

___________________________________
Notary Public in and for said county and state