BY-LAWS OF THE IPERS IMPROVEMENT ASSOCIATION
ARTICLE I EFFECTIVE DATE
Section 1. These amended By-laws shall become effective immediately upon adoption by a majority vote of all the members of the Association present and voting at an annual or special meeting of the Association. Upon adoption of these By-laws, all existing and prior By-laws are rescinded.
ARTICLE II MEETINGS
Section 1. The date, time and place of the annual meeting of the Association shall be designated by the Board of Directors. The Treasurer shall notify all members of record, at their last known address, at least fifteen days in advance of the annual meeting.
Section 2. In the event the Executive Committee determines that a special meeting of the Association should be held and designates the date, time, and place for the special meeting, the Secretary shall notify members as in Section 1 above.
ARTICLE III INCORPORATION
Section 1. This Association shall incorporate under the laws of the State of Iowa as a non-profit corporation.
ARTICLE IV ORDER OF BUSINESS
Section 1. The order of business of the Association shall be as prescribed by the Executive Committee.
ARTICLE V EXECUTIVE COMMITTEE and BOARD OF DIRECTORS
Section 1. The Executive Committee shall be comprised of the following five members: President, Immediate Past President, Vice-President, Secretary, and Treasurer. The Executive Committee shall be charged with authority to act between meetings of the Board of Directors relative to administrative matters.
Section 2. The Board of Directors shall be comprised of the aforementioned Executive Committee plus the District Directors.
Section 3. The Board of Directors shall conduct and transact all business of the Association not in these By-laws, assigned to one of the Ad Hoc Committees, or by motion or resolution specifically referred to by a special or Ad Hoc Committee. However, this does not relieve the Board of Directors of its responsibility as set out in Article X, Section 3.
Section 4. The Board of Directors shall attend all annual and/or special Association meetings and shall attend regular Board of Directors meetings. The Executive Committee and/or Board of Directors shall meet at any time upon call of the President and upon proper notice by the Secretary. In addition, a Board of Directors meeting shall be held upon request of any six or more members of the Board of Directors. The Secretary, upon receiving such request, shall at once notify the Board of Directors members of the date, time, and place of the meeting, with said date falling not less than ten (10) days or more than twenty (20) days following receipt of the request.
Section 5. The Alternate Director may attend any of the called Board of Directors meetings and participate in the business of the meeting.
Section 6. A majority of the members of the Board of Directors shall constitute a quorum to transact business.
Section 7. Board of Director members and Alternate Directors will be reimbursed for mileage and meals when attending meetings of the Association.
ARTICLE VI DUTIES OF THE PRESIDENT AND VICE-PRESIDENT
Section 1. The President shall preside at all meetings of the Association, meetings of the Board of Directors, meetings of the Executive Committee, and perform the other duties usually performed by such officer, together with such duties as shall be prescribed by the Articles of Incorporation, by the By-laws, or by the Board of Directors.
Section 2. In the absence of the President, or his/her inability to serve, or where the President may request, the Vice-President shall assume and discharge the duties of the President. Should neither the President nor Vice-President be present, the Executive Committee or Board of Directors shall select a member of the committee to act as such officer.
ARTICLE VII DUTIES OF THE SECRETARY AND TREASURER
Section 1. It shall be the duty of the Secretary to keep a full record of the proceedings of the Association as well as a summary of the previous Annual Meeting, the Executive Committee meetings and Board of Directors meetings, to make notification to Executive Committee members for Executive Committee meetings, to make notification to Board of Director members and Alternates of meetings, to perform all duties as usually pertain to the office of Secretary, and to perform such other duties as may be required by the Executive Committee.
Section 2. It shall be the duty of the Treasurer to collect all sums of money due and owing the Association, especially annual dues of members. The Treasurer shall pay out of Association funds all normal operating expenses up to a maximum of $1,000 per invoice. Expenses over $1,000 will require at least two bids submitted to the Board of Directors for approval at a business meeting. A copy of the bids will be transmitted to the Board of Directors and Alternate Directors with the meeting agenda.
Section 3. Within ten (10) days after the annual election, a fidelity blanket position bond shall be purchased by the Treasurer in the amount of $30,000 covering the Treasurer. The premium of said bond is to be paid by the Association and a copy of said bond shall be placed in the Association’s safe deposit box. The Treasurer's books and accounts shall be open at all times for inspection by any elected officer or by the Executive Committee of this Association.
ARTICLE VIII DUTIES OF THE BOARD OF DIRECTORS AND ALTERNATES
Section 1. The Board of Directors shall fix and approve a budget, if needed, for the Association each year and shall have complete control and supervision of all matters pertaining to the expenditures and disbursements of the Association. This shall be done in such manner and in a manner consistent with the Articles of Incorporation and By-Laws of this Association.
Section 2. The Alternates shall assume the duties of the Director in the absence of the Director for their respective District.
ARTICLE IX NOMINATION AND ELECTION OF DIRECTORS, ALTERNATE DIRECTORS AND OFFICERS
Section 1. All nominations and elections of officers shall take place at the Board of Director's meeting following the annual Association meeting on the same date.
Section 2. The Board of Directors shall contain nine District Directors, one each from districts 1, 2, 3, 4, & 7, and two each from Districts 5 & 6 with districts defined in Article XI. Each District shall have no more than one Alternate Director for each assigned Director.
Section 3. The elective officers shall consist of President, Vice-President, Secretary, and Treasurer.
Section 4. Upon receipt of the written report of the nominating committee, the Executive Committee shall instruct the Secretary to prepare a ballot for presentation at the annual meeting. Paid up members in attendance at the annual meeting shall vote for the Director and Alternate Director positions up for election as defined in Article XI, Section 4. The ballot shall list each position and the name of the nominee selected by the nominating committee. For each position a blank space shall be provided with the notation it may be used by the eligible voter to write in the name of some other nominee of his/her choice. The votes will be tabulated at the Annual Association meeting by a Committee of Tellers appointed by the President. A simple majority vote is required for election. In the event of a tie vote, the election will be determined by the Secretary drawing one name from a hat containing the names of those nominees involved in the tie vote.
Section 5. Immediately following the election of the Directors and Alternate Directors at the annual meeting and the adjournment thereof, the Directors shall meet as a Board of Directors and elect officers of the Association. In the event a member of the Board of Directors is elected as an officer of the Association, he/she shall immediately submit his/her resignation from the Board of Directors and the Alternate Director shall be appointed Director for the district in question. When all positions on the Executive Committee are filled, said committee will then appoint a new Alternate Director for the district.
ARTICLE X Ad Hoc COMMITTEES
Section 1. All chairpersons and members of Ad Hoc Committees of the Association shall be appointed by the President. The term of service of all committee members shall be from time of appointment until reappointment or replacement following the next annual meeting of the Association. The President shall make all Ad Hoc Committee appointments. Ad Hoc Committees shall also be appointed by the President under the conditions set forth by the Executive Committee. The President shall make every effort to provide continuity in the composition of all Ad Hoc Committees. The President shall serve as an ex-officio member of all Ad Hoc Committees.
Section 2. Any other Articles or Sections of these By-laws notwithstanding, the President shall have the authority to replace any member of an Ad Hoc Committee at anytime, if, in the opinion of the President, the interests of the Association would be best served by doing so.
Section 3. No recommendations of any committee for action by the Association shall be considered until they are first presented to the Board of Directors, and approved by it, or authorization given to present same to the Association.
Section 4. The following Ad Hoc Committees may be established as needed:
- Legislative
- Membership & Public Relations
- Nominating
Section 5. The Legislative Committee shall consist of a chairperson and members appointed by the President. This committee, subject to the instruction of the Executive Committee, shall under the direction of its chairperson, endeavor to carry out the legislative program of the Association.
Section 6. The Membership/Public Relations Committee shall consist of a chairperson and members appointed by the President. This committee shall endeavor to obtain payment of annual dues from members of the association and is authorized to use such means and methods in obtaining same as are authorized by the Executive Committee. The Committee shall endeavor to acquaint prospective members with the Association and shall provide various programs and methods to acquire new membership in the Association. This committee shall also study and promote ways and means to improve the relations between the general public and the public employees and to study and promote ways to improve relations between the public and this Association.
Section 7. The Nominating Committee shall consist of three Directors or Alternates as appointed by the President. Prior to the date of the annual meeting, this committee shall select a slate of nominees for Director and Alternate Director positions in those districts where a term will expire at the date of the annual meeting. At least one nominee for each position will be submitted.
Section 8. All Ad Hoc Committees, where necessary, shall make a complete report of their activities at each Board of Directors meeting when requested by the President to do so.
Section 9. When a vacancy occurs on a committee, the President shall fill such vacancy for the un-expired term thereof.
Section 10. Meetings of each committee shall be held at the discretion of its chairperson.
ARTICLE XI IPERS IMPROVEMENT ASSOCIATION ELECTORAL DISTRICTS
Section l.
District 1.
Benton Des Moines Henry Iowa
Jefferson Johnson Lee Louisa
Muscatine Poweshiek Scott Van Buren
Washington
District 2.
Allamakee Cedar Clayton Clinton
Delaware Dubuque Fayette Jackson
Jones Linn Winneshiek
District 3.
Black Hawk Bremer Buchanan Butler
Cerro Gordo Chickasaw Floyd Franklin
Grundy Hamilton Hancock Hardin
Howard Marshall Mitchell Tama
Worth Wright
District 4.
Appanoose Davis Jasper Keokuk
Lucas Mahaska Marion Monroe
Wapello
District 5.
Adair Adams Audubon Boone
Carroll Cass Clarke Dallas
Decatur Fremont Greene Guthrie
Harrison Madison Mills
Montgomery Page Pottawattamie Ringgold
Shelby Story Taylor Union
Warren Wayne
District 6.
Buena Vista Calhoun Cherokee Clay
Crawford Dickinson Emmet Humboldt
Ida Kossuth Lyon Monona
O'Brien Osceola Palo Alto Pocahontas
Plymouth Sac Sioux Webster
Winnebago Woodbury
District 7.
Polk
ARTICLE XII TERMS OF OFFICE AND ELIGIBILITY
Section 1. The term of office of the President, Vice- President, Secretary and Treasurer shall be from the date of their election of officers through the next annual meeting date of the Association.
Section 2. The term of office of the Immediate Past President begins after the election of officers at the Board of Directors meeting held after the annual Association meeting. This term runs concurrent with the term of office of the elected officers. This office shall be first filled' in May, 1975, on the date of the annual Association meeting and election of officers.
Section 3. Beginning with the 2014 Annual Meeting, the term of office of the District Directors and Alternate Directors shall be as follows:
All terms of office shall be for two years. Even numbered Districts shall be elected during even numbered calendar years and odd numbered Districts shall be elected during odd numbered calendar years.
Section 4. No member of this Association shall be eligible to serve on more than one Ad Hoc Committee at a time without prior approval of the Executive Committee.
ARTICLE XIII VACANCIES IN ELECTIVE OFFICES
Section 1. Vacancies in all elective offices occurring between annual meetings of the Association shall be filled by the Board of Directors.
ARTICLE XIV ANNUAL DUES AND FISCAL YEAR
Section 1. Annual dues for membership in this Association shall be in the amount set out by the Board of Directors. Dues paid by a new member of the Association, at any time in the last quarter of a calendar year, shall also apply for the full succeeding calendar year. Special consideration may be given by the Board of Directors for extenuating circumstances.
Section 2. The fiscal year of this Association shall coincide with the calendar year, January 1 through December 31. At this time the books will be audited and closed. The annual dues for each year shall be due and payable on January 1 of each year and shall become delinquent on the following second Tuesday in May. No member shall be permitted to exercise any right or privilege of membership while his dues are delinquent.
ARTICLE XV RESIGNATIONS
Section 1. Any officer, Director, Alternate Director, or committee member may resign from the position at any time by forwarding written notice thereof to the Secretary or President.
ARTICLE XVI REMOVAL FROM OFFICE
Section 1. Any member of the Board of Directors who is absent from three (3) consecutive meetings of the Board of Directors, without due cause as may be determined by the Board of Directors, may be removed from office by a vote of the Board of Directors and the office declared vacant. The office shall then be filled according to Article XIII of these By-laws.
ARTICLE XVII RULES OF ORDER
Section 1. "Robert's Rules of Order", newly revised, shall be the guide and authority in all parliamentary matters arising in the meetings of this Association and not provided for in these By-laws.
ARTICLE XVIII QUORUM OF THE COMMITTEES
Section 1. A majority of the members of any committee shall constitute a quorum to transact business.
ARTICLE XIX MEMBERSHIP OF THE IPERS IMPROVEMENT ASSOCIATION
Section 1. Any person who is eligible for coverage or currently receiving benefits by the Iowa Public Employees Retirement System is eligible for membership.
ARTICLE XX ADOPTION AND AMENDING OF BY-LAWS
Section 1. By-laws may be adopted, amended or repealed, by the Board of Directors but any such action must be submitted to the membership of the Association at the annual meeting or a special meeting. By majority vote of those members present and voting, the action taken by the Board of Directors may be approved, amended or repealed.
ARTICLE XXI RECORDS AND PROPERTY PROTECTION
Section 1. The Treasurer and the Secretary will each rent a safe deposit box to hold all valuable records, receipts, warrantees, certificates of deposit, treasurer’s bond, and other sensitive materials. At least one other member of the Executive Committee will have access to the aforementioned safe deposit boxes.
Section 2. The Treasurer’s inventory of equipment will be updated at the time of any change. A duplicate copy of receipts, warrantees, sensitive materials and serial numbers will be kept by both the Treasurer and the Secretary in the safe deposit boxes.
Section 3. The Treasurer will make available an updated membership list and financial record on computer media to the Secretary at each regular meeting for keeping in the safe deposit box.
Section 4. The Treasurer will provide a certificate of insurance covering the value of the Association’s equipment.
ARTICLE XXII BENEFITS ADVISORY COMMITTEE
The Benefits Advisory Committee to IPERS codified by the Iowa Legislature Senate File 497 during the 2001 session formally recognizes IPERS Improvement Association as a member of this Committee. This allows IPERS Improvement Association to have a representative and alternate attend meetings, participate in discussions and receive all pertinent information shared with this Committee. The Benefits Advisory Committee meets once a month approximately ten months each year. If a per diem allowance is not available for the alternate, IPERS Improvement Association will reimburse the appointed alternate for meals, mileage and lodging expense incurred when attending meetings of the Benefits Advisory Committee and legislative meetings.
By-laws of the IPERS Improvement Association
Adopted September 19, 1960
Amended October 23, 1973
Amended May 14, 1974
Amended May 11, 1976
Amended May 14, 1985
Amended May 20, 1988
Amended May 12, 1998
Amended May 14, 2002
Amended May 9, 2006
Amended June 23, 2008
Amended June 18, 2014