Council Bylaws

As amended Jan. 24, 2014

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 that has an interest in open government, freedom of speech, freedom of the press or any other stated purpose or goal of this Council and that agrees to pay the appropriate dues as determined from time to time by the Board of Trustees. The Council shall have three classes of members (a) Sustaining Members; (b) First Amendment Members; (c) Individual 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 determined from time to time by the Board of Trustees. 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 determined from time to time by the Board of Trustees. 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. Individual Members. Any individual may become a member upon payment of the appropriate dues as determined from time to time by the Board of Trustees. Individual 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 on a date that shall be set by the Executive Committee.

Section 1.6. Notice of Annual Meeting. Written notice stating the place, day and hour of the annual meeting of the membership shall be sent not less than 30 days before the date of the meeting, either electronically or by mail, by the Secretary-Treasurer to each member.

ARTICLE II
FINANCING

Section 2.1. Dues. Dues shall be set and reviewed periodically by the Board of Trustees, with each member of the same class paying the same amount of dues. All dues shall be payable to the Council.

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 Council’s treasury at the time such determination is made, the Board of Trustees may seek contributions from members.

ARTICLE III
ANNUAL GOALS

Section 3.1. Establishment. Each year the Board of Trustees shall establish and set forth 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. 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 that 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. Board of Trustees. The Board of Trustees shall be comprised of one representative each from the Sustaining Members, except that the Iowa Broadcasters Association and the Iowa Newspaper Association shall each have two representatives; and two representatives selected by the First Amendment members.

Section 5.3. Regular Meetings. Regular meetings of the Board of Trustees shall be held four times each year. 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 Executive Committee. The Executive Committee may call special meetings, held either in person or electronically, when deemed necessary.

Section 5.4. Notice of Regular Meetings. Written notice of any regular meeting of the Board of Trustees shall be sent electronically or by mail to each Trustee at his or her business address by the Secretary-Treasurer at least 30 days before the date of the meeting.

Section 5.5. 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 written dissent to such action with the Secretary-Treasurer before the adjournment of the meeting or shall forward such written dissent to the Secretary¬-Treasurer 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 5.6. Executive Committee. The Executive Committee shall comprise the President, Vice Presidents, Executive Director, and at least one member of the Board of Trustees appointed 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 electronically whenever necessary. The Secretary-Treasurer will keep minutes of all meetings of the Executive Committee.

Section 5.7. 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, 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.
(d) The Trustees may, at their discretion and for good cause, appoint officers in a manner other than prescribed above.

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 Director shall serve as the Secretary-Treasurer.
(c) The Trustees may elect any other officer or officers deemed necessary from the membership.

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 Executive Committee for the unexpired portion of the term.

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-Treasurer or any other proper officer of the Council, deeds, mortgages, bonds, contracts or other instruments that 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 Director 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; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be Custodian of the Council 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 Director. The Executive Committee shall appoint and the Board of Trustees shall confirm an Executive Director of the Council. The Executive Director shall have the following primary duties and responsibilities:
(a) Answer questions related to Iowa’s open meetings and open records law.
(b) Serve as central regional coordinator of the Expanded Media Coverage program.
(c) Develop and present training materials on open meetings and records laws and the First Amendment.
(d) Promote the mission of the IFOIC through outreach.
(e) Recruit new IFOIC members.
(f) Monitor FOI-Related issues and court cases and coordinate response.
(g) Maintain at his or her expense an office at such place as shall be approved by IFOIC, computer equipment, including a printer, telephone and have ready access to photocopy and fax equipment.
(h) Pay any professional fees (attorneys, accountants, etc.) incurred related to services performed.
(i) Provide at his or her expense office supplies; local telephone service; cell phone charges; voice mailbox charges; and any other business expenses not directly relating to representation of IFOIC.
(j) Attend and facilitate all IFOIC annual, Executive Committee and special meetings.
(k) Perform other tasks assigned by the IFOIC Executive Committee, provided such tasks do not materially increase the amount of time expended on IFOIC-related duties.

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 Director and his or her staff shall be fixed from time to time by the Board of Trustees.

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 Council 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 Council 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 bylaws, 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 bylaws may be altered, amended or repealed and new bylaws may be adopted at any meeting of the Board of Trustees by a majority vote of the Trustees present at the meeting.

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