BYLAWS OF Science Iowa A 501(c)(3) Not-for-Profit Corporation
ARTICLE I NAME
Section 1. Name. The name of the corporation is Science Iowa.
Section 2. Purpose. The Corporation is organized to conduct any lawful business and engage in any lawful act or activity consistent with Federal and State law, including the General Corporation Law of the State of Iowa and such other laws governing not-for- profit, Iowa corporations exempt from Federal income tax under Section 501(c)(3) of the Code.
Section 3. Registered Address. The registered address of the Corporation in the State of Iowa is 1322 Carroll Avenue, Ames, IA, 50010. The name of the Corporation’s registered agent at that address is Kaitlin Higgins. The location of the Corporation’s registered office in the State of Iowa and the name of its registered agent at such address may be changed from time to time in accordance with Iowa law.
Section 4. Principal Office. The principal office of the Corporation is 1322 Carroll Avenue, Ames, IA, 50010 or such other place or places as the Board of Directors may from time to time establish.
ARTICLE II MEMBERSHIP
Section 1. Conditions of Membership. The members of the Corporation (the “Members”) shall have the rights set forth in these Bylaws and applicable law. The conditions of membership for the Members are as follows: each member shall be a natural person who is a Director of the Corporation. Upon becoming a director of the Corporation in accordance with the certificate of incorporation of the Corporation (the “Certificate of Incorporation”), the bylaws of the Corporation (the “Bylaws”) and applicable law, such director shall thereupon become a Member, and immediately upon the death, resignation, removal, retirement or disqualification of a director (or other event that results in a person ceasing to be a director), such person shall thereupon cease to be a Member, such that the Members at any time shall be the directors then duly elected and qualified and in office.
Section 2. Annual Meetings of Members. An annual meeting of Members for the election of directors and for the transaction of other proper business shall be held each year at a date, time and place, if any, determined by the Board of Directors.
Section 3. Special Meetings of Members. A special meeting of the Members for any purpose may be called at any time by the Board of Directors or the President. Such a meeting may be held either within or without the State of Iowa on such date and at such time and place, if any, as are designated in the notice of the special meeting.
Section 4. Notice of Meetings of Members. The President or the Secretary shall cause notice of each meeting of Members to be given in writing to each Member entitled to vote there as of the date of such notice: (i) by electronic transmission or (ii) by first class mail, postage prepaid, to such Member's postal address as shown on the records of the Corporation, not less than ten (10) nor more than sixty (60) days prior to the date of such meeting, except where a different notice period is required by applicable law. Such notice shall specify (i) the date, time and place, if any, of such meeting, (ii) the means of remote communications, if any, by which Members may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called, and (iv) such other information as may be required by applicable law or as may be deemed appropriate by the Board of Directors. The presence at any meeting of a majority of the Members entitled to vote thereat shall be necessary and sufficient to constitute a quorum for the transaction of business. Directors shall be elected by a plurality of the votes cast by Members entitled to vote generally in the election of directors. All other questions and matters submitted to Members shall, unless otherwise required by applicable law, the Certificate of Incorporation or the Bylaws, be determined by the vote of a majority of the Members entitled to vote, present in person or by proxy at any meeting.
ARTICLE III GOVERNING BODY
Section 1. General Powers. Except as may otherwise be provided by law or by the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of its governing body. The governing body shall be known as the “Board of Directors” and individual members thereof shall be known as “Directors.” The Board of Directors shall have the authority to govern and manage the affairs of the Corporation in accordance with the purposes and principles as set forth in the Certificate of Incorporation and these Bylaws. The Directors shall act only as a Board of Directors, and the individual Directors shall have no power as such.
Section 2. Number of Directors. The number of Directors that shall constitute the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors. The initial members of the Board of Directors shall be Bryan Bacehowski, Dan Chibnall, Ruth Henderson, Maurine Neiman and Thomas R. O’Donnell.
Section 3. Meetings of the Board of Directors. The Board of Directors may hold meetings in such place or places within or without the State of Iowa as the Board of Directors may from time to time determine or as shall be specified in the notice of such meeting.
(a) Regular Meetings. Regular meetings of the Board of Directors shall be held monthly at such date, time and place as the Board of Directors designates. The President may cancel a regular meeting if, in conference with the Board, he or she determines there is no pressing business for discussion. Officers may issue reports and updates in the interim between meetings. Notice of such regular meetings shall not be required.
(b) Special Meetings. Special meetings of the Board of Directors may be called by the Board or by the President. Notice of each special meeting of the Board of Directors shall be in writing and shall be given to each Director personally, by mail or by electronic transmission not less than 48 hours prior to such meeting. Such notice shall state the date, time and place of such meeting. Notice sent by mail shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the Director at his or her address as it appears on the books of the Corporation.
Section 4. Quorum; Voting. At all meetings of the Board of Directors, the presence of a majority of the total number of Directors authorized at the time of such vote shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
Section 5. Presence by Telephonic Communications. Members of the Board of Directors may participate in any meeting of the Board of Directors by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.
Section 6. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 7. Vacancies and Newly Created Directorships. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any Director so chosen shall hold office until the next election of the class for which such Director shall have been chosen and until his or her successor shall be elected and qualified. No decrease in the number of Directors shall shorten the term of any incumbent Director.
ARTICLE IV OFFICERS
Section 1. Number and Qualifications. The officers of the Corporation shall include a President, a Secretary and a Treasurer, to be chosen by a vote by the Board of Directors. The Board of Directors may from time to time delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties. Any number of offices may be held by the same person.
Section 2. Election of Officers. The initial officers of the Corporation shall be:
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Dan Chibnall, President
Ruth Henderson, Treasurer
Thomas R. O’Donnell, Secretary
Each officer shall hold office until his or her successor shall have been elected or appointed and qualified, or until such officer's earlier death, resignation or removal. Directors may serve no more than four consecutive two-year terms in any combination of Board offices. Officer terms will be staggered, with President Dan Chibnall serving until March 2024, Treasurer Ruth Henderson serving until March 2023 and Secretary Thomas R. O’Donnell serving until March 2022. Each officer may stand for reelection at the expiration of their initial term. The remaining directors will serve two-year terms and stand for reelection (or stand for election as an officer), if they so choose, in March 2023. Any incumbent or new director may seek election as an officer when an incumbent’s term is expired.
Section 3. Removal and Resignation of Officers; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer granted the power to appoint subordinate officers and agents may remove any subordinate officer or agent appointed by such officer, with or without cause. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Secretary of the Corporation, and such resignation shall be deemed effective thirty (30) days after receipt. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors or by the officer, if any, who appointed the person formerly holding such office.
Section 4. Authority and Duties of Officers; Conflicts of Interest. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws, and in any event each officer shall exercise such powers and perform such duties as may be required by law.
Section 5. President. The President shall be the chief executive officer of the Corporation, have general control and supervision of the affairs and operations of the Corporation, keep the Board of Directors fully informed about the activities of the Corporation and see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall manage and administer the Corporation's business and affairs and shall perform all duties and exercise all powers usually pertaining to the office of a chief executive officer of a corporation. He or she shall have the authority to sign, in the name of and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation which have been authorized by the Board of Directors.
Section 6. Secretary. The Secretary shall have all powers and perform all duties otherwise customarily incident to the office of secretary, subject to the control of the Board of Directors, and shall have such other powers and perform such other duties as may be specified in these Bylaws or as may be assigned to him or her from time to time by the Board of Directors or the President. Without limiting the foregoing, the Secretary shall act as secretary of all meetings of Members, the Board of Directors and any committee of the Board of Directors, and the Secretary shall keep a true record of all such meetings in books provided for that purpose. He or she shall keep a register of the membership of the Corporation with the date of admission to membership of the Corporation and the place of residence of each Member. The Secretary shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law.
Section 7. Treasurer. The Treasurer shall have all powers and perform all duties otherwise customarily incident to the office of treasurer, subject to the control of the Board of Directors, and shall have such other powers and perform such other duties as may be specified in these Bylaws or as may be assigned to him or her from time to time by the Board of Directors or the President. Without limiting the foregoing, the Treasurer shall be the chief financial officer of the Corporation and shall have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation.
ARTICLE V COMMITTEES OF THE CORPORATION
Section 1. Designation of Committees. The Board of Directors may designate one or more committees of the Board of Directors. Each committee shall consist of such number of directors as from time to time may be fixed by the Board of Directors. Each committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation to the extent permitted by law and delegated to such committee by resolution of the Board of Directors.
Section 2. Committee Procedures. At any meeting of any committee of the Board of Directors, the presence of a majority of its members then in office shall constitute a quorum for the transaction of business, unless (a) such committee has only one or two members, in which case a quorum shall be one member, or (b) a greater quorum is established by the Board of Directors. The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall keep regular minutes of its meetings and report to the Board of Directors when required. The Board of Directors may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these Bylaws, and each committee may adopt its own rules and regulations of government, to the extent not inconsistent with these Bylaws or rules and regulations adopted by the Board of Directors.
Section 3. Vacancies on Committees. If a vacancy occurs in any committee of the Board of Directors for any reason the remaining members of the committee may continue to act if a quorum is present. A committee vacancy may be filled by the remaining members of the committee.
ARTICLE VI ADVISORY COUNCILS
Section 1. Formation. The Board of Directors may designate one or more advisory councils which shall be authorized to act in an advisory capacity to the Board of Directors or any committee thereof. Each advisory council shall consist of such number as from time to time may be fixed by the Board of Directors. Members of any advisory council may, but need not, be directors of the Corporation.
Section 2. Authority. No advisory council, and no individual member of any advisory council, as such, shall have the power and authority to take action by or in the name of the Corporation.
ARTICLE VII INDEMNIFICATION AND ADVANCEMENT
Section 1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a ''Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in this Article VII, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors
Section 2. Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should ultimately be determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise.
Section 3. Claims. If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under this Article VII is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
Section 4. Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of Members or disinterested directors or otherwise.
Section 5. Other Sources. The Corporation's obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
Section 6. Amendment or Repeal. Any repeal or modification of the provisions of this Article shall not adversely affect any right or protection hereunder of any Covered Person in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.
Section 7. Other Indemnification and Advancement of Expenses. This Article shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
ARTICLE VIII GENERAL PROVISIONS
Section 1. Conduct of Business. The Corporation shall at all times conduct its business and affairs so as to qualify and remain qualified as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Section 2. Execution of Instruments. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the Board of Directors or any officer of the Corporation authorized by the Board of Directors may authorize any officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Corporation.
Section 3. Voting of Other Equity Interests. Unless otherwise determined by resolution of the Board of Directors, any officer of the Corporation shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders or equity holders of any other entity in which the Corporation may hold stock or other equity interests, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock or equity interests at any such meeting, or through action without a meeting. The Board of Directors may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or persons.
Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors; provided, however, that if such fiscal year is not fixed by the Board of Directors and the selection of the fiscal year is not expressly deferred by the Board of Directors, the fiscal year shall be the calendar year.
Section 5. Deposits. All monies received by the Corporation shall be deposited promptly to the credit of the Corporation in such banks, trust companies, or other depositories that are insured by the Federal Deposit Insurance Corporation as the Board of Directors may select.
Section 6. Payments. All checks, drafts, notes or other orders for payment of money or other evidence of indebtedness issued in the name of the Corporation may be signed by one of the following: the President, the Treasurer or the Board of Directors authorized designee.
Section 7. Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Iowa as may be determined from time to time by the Board of Directors.
Section 8. Prohibition Against Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its members, directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation.
Section 9. In accordance with Section 501(c)(3) of the Internal Revenue Code, Science Iowa shall not participate in, or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office. Science Iowa is nonpartisan and will not endorse or support any political party or candidates for elected office. Directors or members do not represent Science Iowa in any political statement they make or political action they take as individuals.
ARTICLE IX AMENDMENT; CONSTRUCTION
Unless otherwise provided in the Certificate of Incorporation, these Bylaws may be amended, altered or repealed by the Board of Directors or by the affirmative vote of a majority of the Members entitled to vote generally in the election of Directors. No amendment, alteration, change or repeal of these Bylaws shall be effected which will result in the denial of tax-exempt status to the Corporation under section 501(c)(3) of the Internal Revenue Code of 1986, as amended.