Iowa Freedom of Information Council 1998 Bylaws

IOWA FREEDOM OF INFORMATION COUNCIL BYLAWS

Revised September 27, 2002

ARTICLE I

MEMBERSHIP

Section 1.1. Membership. The Iowa Freedom of Information Council (hereafter Council) shall welcome and encourage membership by any citizen, group of citizens, association, organization, corporation, or educational institution which has an interest in open government, freedom of speech, freedom of the press, or any other stated purpose or goal of this Foundation and which agrees to pay dues in accord with the provisions of these Bylaws. The Council shall have three classes of members (a) Sustaining Members; (b) First Amendment Members; (c) Regular Members.

Section 1.2. Sustaining Members. Any association, corporation, business organization, or other entity interested in furthering the goals of the Council may become a Sustaining Member upon payment of the appropriate dues as provided in these Bylaws. Sustaining Members shall include the Iowa Newspaper Association, the Iowa Broadcasters Association, and any other entity paying the appropriate dues. Any association, corporation, business organization, or other entity may be added or removed from the membership list by a majority vote of the Board of Trustees.

Section 1.3. First Amendment Members. Any association, corporation, organization or educational institution may become a First Amendment Member upon payment of the appropriate dues as provided in these Bylaws. Any association, corporation, organization or educational institution may be added to or removed from this list by a majority vote of the Board of Trustees.

Section 1.4. Personal Members. Any individual may become a personal member upon payment of the appropriate dues as provided in these Bylaws. Personal members are encouraged to contribute both time and funds to further the general goals of the Council.

Section 1.5. Annual Meeting. The annual meeting of the membership shall be held during the last one hundred and five days of the calendar year on a date which shall be set by the Executive Committee.

Section 1.6. Notice of Meeting. Printed notice stating the place, day, and hour of the meeting of the membership shall be delivered not less than 10 days before the date of the meeting, either personally or by mail, at the direction of the Board of Trustees, or, in the absence of such direction, by the President, or, in the absence of either such direction, by the Secretary to each member enrolled in membership at least 60 days in advance of the annual meeting. If mailed, this notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the member at his or her address as it then appears on the membership books.

ARTICLE II

FINANCING

Section 2.1. Dues. The initial membership dues for each member shall be as follows:

Sustaining Member...$500 annually First Amendment Member...$200 annually

Personal Member..$10 annually

All dues shall be payable to the Secretary-Treasurer. The Board of Trustees may from time to time if deemed necessary require members to pay additional dues as a condition for maintaining membership status provided that in the event such additional dues are deemed necessary, each member of the same class shall pay the same amount of additional dues.

Section 2.2. Special Assessments. Whenever the Board of Trustees or the Executive Committee determines that it is appropriate to undertake any action, the cost of which may reasonably be expected to exceed the amount in the Foundation's treasury at the time such determination is made, the following procedure shall be followed:

(a) If the Executive Committee determines that it is appropriate to undertake such action, the Executive Committee shall poll the Trustees (by telephone if necessary) to determine the appropriateness of such action.

(b) Upon agreement by a majority of the Trustees and the Executive Committee that such action is appropriate, the Executive Committee shall determine whether each Sustaining Member agrees to participate in financing the action according to the special assessment provision of this Bylaw. All such agreements shall be submitted in writing to the Secretary by the authorized agents of those Sustaining Members agreeing to participate. The Executive Committee may also request contributions on a voluntary basis from any members or friends of the Foundation for the purpose of financing such action.

(c) The expenses incurred by the Foundation as a result of undertaking such action shall be paid from the following sources in the following order:

(1) Voluntary contributions made by those other than the Sustaining Members agreeing in writing to participate according to the special assessment provision in this Bylaw;

(2) Funds in the Foundation's treasury which after all liabilities incurred have been paid or taken into account are in excess of One Thousand Dollars ($1,000);

(3) Sustaining Members would be assessed according to the following Special Assessment Formula:

60 percent to be paid by newspapers;

40 percent to be paid by radio and TV stations.

The Iowa Newspaper Association would have responsibility for dividing the newspaper share among its members; the Iowa Broadcasters Association would have responsibility for dividing the broadcast media's share.

In the event that any Sustaining Member listed in the Special Assessment Formula does not agree in writing to participate in financing any such action according to the above Formula, the Sustaining Members who do agree to participate in the special assessment shall each pay that proportion of the unpaid expenses which their percentage listed in the Special Assessment Formula bears to the total of the percentages listed in the Special Assessment Formula which correspond to the Sustaining Members who have agreed to participate in the Special Assessment.

ARTICLE III

ANNUAL GOALS

Section 3.1. Establishment. Each year the Board of Trustees shall establish and set forth in a Bylaw a description of specific goals for the Council to pursue during the following year. The Trustees shall solicit ideas, information, and opinion from the membership in formulating the goals and shall report to the membership progress toward the goals established for the previous year.

Section 3.2. Goals for 2003. The goals of the Council during 2003 shall be as follows:

o To continue as the Iowa Supreme-court designated coordinator for Expanded Media Coverage of the Iowa courts, under Canons 3A and 3B.

o To monitor the Supreme Court's judicial redistricting actions and to re-examine the EMC regions in light of any changes.

o To continue efforts for the adoption of an amendment to the Iowa law on access to information in personnel records, 22.7(11) of the Code of Iowa, and to continue support for having the open records law apply to nonprofit corporations holding riverboat gaming licenses.

o To continue to monitor the Iowa State Foundation's policies on access to foundation records. Any policy must include periodic examinations by an independent auditor, ability to track individual transactions and a narrow exemption for employee information.

o To conduct other projects as needed and as recommended by the Council's executive committee in 2003.

Section 3.3. Provided, however, that the activities of the Council pertaining in any way to legislation shall not be permitted to exceed in quantity the amount of legislative activities than an organization may engage in and still qualify as an organization exempt from federal income tax pursuant to section 501(c)(3) of the Internal Revenue Code.

ARTICLE IV

AVAILABILITY OF DOCUMENTS

Section 4.1. The following documents and records shall be kept on file at the registered office of the Council and shall be subject to inspection and copying by any citizen at any time during usual business hours:

(a) A complete list of the members arranged by class in alphabetical order, with the address of each member;

(b) The annual financial statements of the Council for the current year and all previous years; and

(c) A complete list of all contributors and corresponding contributions made under the procedure established in Article II, Section 2.2, of these Bylaws for each case in which such procedure was followed.

Section 4.2. The annual meeting of the membership and all meetings of the Board of Trustees shall be open to any interested citizens.

ARTICLE V

BOARD OF TRUSTEES

Section 5.1. General Powers. The business and affairs of the Council shall be managed by a Board of Trustees.

Section 5.2. Regular Meetings. Regular meetings of the Board of Trustees shall be held four times each year without other notice than this Bylaw. An advance agenda shall be prepared and circulated to all Trustees. One of these regular meetings shall be held immediately after and near the same place as the annual meeting of the membership. The other regular meetings shall be held at a place and time designated by the Board of Trustees. The Board of Trustees may provide for the holding of additional regular meetings without other notice than this Bylaw.

Section 5.3. Notice. Notice of any special meeting of the Board of Trustees shall be given at least five (5) days in advance by written notice delivered personally or mailed to each Trustee at his (or her) business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any Trustee may waive notice of any special meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted at nor the purpose of any special meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting.

Section 5.4. Presumption of Assent. A Trustee who is present at a meeting of the Board of Trustees at which action on any matter is taken shall be presumed to have assented to the action taken unless his (or her) dissent shall be entered in the minutes of the meeting or unless he (or she) shall file his (or her) written dissent to such action with the person acting as the Secretary of the meeting before the adjournment of the meeting or shall forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to a trustee who voted in favor of such action.

Section 5.5. Executive Committee. The Executive Committee shall comprise the President, Vice Presidents, Executive Secretary, and the immediate past president. In addition, up to three members of the Board of Trustees or representatives of sustaining members may be appointed to the Executive Committee by the above named officers. Additional ad hoc, advisory members may also be appointed in the same fashion to help assure representation of legal counsel and to assure a diversity of viewpoints is represented by executive committee members. In cases of emergency, a member of the Executive Committee may designate any other member of the Council to act in his or her stead if the member of the Executive Committee is going to be away from the State or otherwise indisposed for any period of time. The Executive Committee shall exercise, in the interim between regular meetings of the Trustees, and in harmony with their directions and regulations, all the rights, powers, and authority of the Trustees, except the power to alter or amend any Bylaws, or any regulations or resolutions adopted by the Trustees which by their express terms can only be altered or amended by the Trustees. The Executive Committee may meet whenever, wherever, and however necessary to conduct business. The Executive Committee is specifically authorized to meet by telephone whenever necessary. The Secretary will keep minutes of all meetings of the Executive Committee.

Section 5.6. Honorary Trustees. In addition to the regular Board of Trustees, the Board of Trustees may elect Honorary Trustees who shall serve for such term and with such powers as the Board of Trustees may set forth in any special Bylaw, except that no Honorary Trustee shall have any voting power on any matter which comes before the Board of Trustees.

ARTICLE VI

OFFICERS

Section 6.1. Number. The officers of the Council shall consist of a President, First Vice President, Second Vice President, Secretary- Treasurer, and such other officers as may be elected or appointed by the Board of Trustees from the list of all current officers or directors of any member of the council. The same person may not hold two or more offices in the Council at the same time.

Section 6.2. Appointed Offices. The individuals holding the offices of President and First Vice President shall be appointed annually by the Trustees at the meeting of the Board of Trustees held immediately after each annual meeting of the membership in accord with the following provisions:

(a) The Trustees shall appoint as President for the forthcoming year the same individual who held the office of First Vice President during the immediately preceding year;

(b) The Trustees shall appoint as First Vice President for the forthcoming year the same individual who held the office of Second Vice President during the immediately preceding year;

(c) In the event that the Trustees fail to appoint in the manner prescribed above, the appointments shall be deemed to have occurred as if the Trustees did appoint in the manner prescribed above, and these appointments so made shall have the full force and effect of these Bylaws.

Section 6.3. Elected Officers. All other officers shall be elected annually by the Trustees at the meeting of the Board of Trustees held immediately after each annual meeting of the membership in accord with the following provisions:

(a) The Trustees shall elect the Second Vice President so as to insure that the office of Second Vice President is rotated among officers and directors of organizations which are members of the Iowa Newspaper Association and the Iowa Broadcasters Association.

(b) Unless otherwise ordered by the Trustees or the Executive Committee, the Executive Secretary shall serve as the Secretary-Treasurer.

The Trustees of the Iowa FOI Council shall empower the executive committee to make necessary changes in the Articles of Incorporation to reflect the above changes in the by-laws and the creation of the Iowa Newspaper Association.

Section 6.4. Term of Office. Each officer shall hold office until his or her successor shall have been duly elected or appointed or until his (or her) death or until he or she shall resign or shall have been removed in the manner hereafter provided.

Section 6.5. Removal. Any officer or agent may be removed by the Board of Trustees whenever in the judgment of a majority of the Trustees the best interests of the Council will be served.

Section 6.6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Trustees or the Executive Committee for the unexpired portion of the term. The individual selected by the Trustees to fill such vacancy shall be an officer of the same entity from which the prior officer was selected.

Section 6.7. President. The President shall be the principal executive officer of the Council, the Council's Board of Trustees, and the Council's Executive Committee and shall in general supervise and control all of the business and affairs of the Council, subject to the general powers of the Board of Trustees and the Executive Committee. He or she shall preside at all annual meetings of the membership. He or she may sign, with the Secretary, or any other proper officer of the Council, deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the council, or shall be required by law to be otherwise signed or executed. In general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time. The President shall have the power to break tie votes of the Board of Trustees and the Executive Committee.

Section 6.8. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice Presidents in the order designated shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 6.9. Secretary-Treasurer. Unless otherwise ordered by the Board of Trustees or the Executive Committee, the Executive Secretary shall serve as the Secretary-Treasurer. The Secretary-Treasurer shall provide for the keeping of the minutes of the meetings of the membership, the Board of Trustees, and the Executive Committee in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be Custodian of the Foundation records; keep a register of the post office address of each member, which shall be furnished to the Secretary-Treasurer by each member; have charge and custody of and be responsible for all funds of the Council; receive and give receipts for all funds of the Council; receive and give receipts for moneys due and payable to the Council; deposit all such moneys in the name of the Council in such banks, trust companies, or other depositories as shall be selected in accordance with the directions of the Board of Trustees; and prepare annual financial statements for the Council. He or she shall in general perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.

Section 6.10. Executive Secretary. The Executive Committee shall appoint and the Board of Trustees shall confirm an Executive Secretary of the Council. The Executive Secretary shall have the following duties and responsibilities:

(a) To collect and organize information relevant to the purposes or goals of the Council;

(b) To disseminate information prepared by or at the direction of the Board of Trustees or Executive Committee;

(c) Along with the President, to represent the Council at any meeting or gathering, the purpose of which is related to the purposes or goals of the Council;

(d) To speak for and represent the Council in emergency situations under the guidance of the Board of Trustees or the Executive Committee but consistent with the provisions of the Articles, Bylaws, and any resolutions of the Board of Trustees or Executive Committee;

(e) To carry out such other duties as the Board of Trustees or Executive Committee shall from time to time prescribe.

Section 6.11. Assistant, Acting, and Other Officers. The Board of Trustees or the Executive Committee shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of any officer whenever for any reason it is impracticable for any officer to act personally, or to appoint any other officer or staff position consistent with the Articles of Incorporation. Such assistant, acting, or other officer appointed by the Board of Trustees shall have the power to perform all the duties of the office to which he or she is appointed except as this power may be defined or restructured by the Board of Trustees.

Section 6.12 Salaries. The salaries of the Executive Secretary and his or her staff shall be fixed from time to time by the Executive Committee or as directed by it.

ARTICLE VII

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 7.1. Contracts. The Board of Trustees or Executive Committee may authorize an agent or agents to enter into any contact or execute and deliver any proper instrument consistent with the Articles of Incorporation in the name of and on behalf of the Foundation and this authority may be general or confined to specific instances.

Section 7.2. Loans. No loans shall be contracted on behalf of the Council and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees.

Section 7.3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Council shall be signed by an officer or officers of the Council.

Section 7.4. Deposits. All funds not otherwise employed shall be deposited from time to time to the credit of the Council in any banks, trust companies, or other depositories as the Board of Trustees may select.

ARTICLE VIII

FISCAL YEAR

Section 8.1. Fiscal Year. The fiscal year shall be the calendar year.

ARTICLE IX

OFFICES

Section 9.1. Offices. The registered office of the Foundation required by the Iowa Nonprofit Corporation Act to be continuously maintained in Iowa shall be initially as provided in the Articles of Incorporation, subject to change from time to time by resolution by the Board of Trustees and filing of a statement of the change is required by the Iowa Nonprofit Corporation Act.

ARTICLE X

WAIVER OF NOTICE

Section 10.1. Waiver. Whenever any notice is required to be given to any member or Trustee under the provisions of the Iowa Nonprofit Corporation Act, the Articles of Incorporation, or By-Laws, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

Section 11.1. Amendments. These by-laws may be altered, amended, or repealed and new by-laws may be adopted at any meeting of the Board of Trustees by a majority vote of the Trustees present at the meeting.