IBSAA Constitution

The undersigned, acting as incorporators of a Corporation organized under the Iowa Nonprofit Corporation Act, Chapter 504 of the 2004 Code of Iowa, as amended, hereby adopt the following Articles of Incorporation for such corporation

ARTICLE I: NAME AND PURPOSE

Section 1.01 - Name: The name of this organization shall be the Iowa Braille School Alumni Association (hereafter IBSAA). This organization shall be an independent unique entity in and unto itself subject to no control by outside organizations.

Section 1.02 - Organization: This Organization is organized exclusively for charitable, educational or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to promote and advance such purposes by any activity in which a nonprofit corporation organized under the Iowa Nonprofit Corporation Act may engage, exclusively, either directly or by engaging in activities that support or benefit one or more supported organizations as permitted under Section 509(a)(3) of the Code.

Section 1.03 - Purpose: The purpose of this organization shall be to engage in activities which: 1. Assist the Iowa Braille and Sight Saving School (hereafter IBSSS), or its successor, in providing quality educational and social services to its students and parents; 2.Assist in the preservation of the history of IBSSS; and 3. Conduct annual meetings and schedule reunions as appropriate and to assist in accomplishing the two above-mentioned purposes.

ARTICLE II: CORPORATE PERIOD

Section 2.01 – Period: The corporate period shall be perpetual.

ARTICLE III: CORPORATE OFFICE AND REGISTERED AGENT

Section 3.01 - Corporate Office: ( Addresses have been purposely omitted from the online text of this document)

Section 3.02 - Registered Agent: The President shall serve as the registered agent of this organization

ARTICLE IV: MEMBERSHIP, DUES, AND VOTING

Section 4.01 - Membership: Any interested person over the age of 18 who is not a current student or receiving services from IBSSS may become a member of this organization. Membership is available at the levels listed in these Articles and by the restrictions placed on such levels. All levels of membership shall have voting rights for the election of Officers, and At Large Directors.

Section 4.01-A - Annual Alumni Membership: Membership shall consist of persons who are 18 years of age or older and who have attended or been served by IBSSS, including current and former staff. Upon the payment of dues of $10, or that amount established by the Board of Directors at the annual meeting, members who are present at business sessions of the Association shall have the privilege of the floor in all discussions, may make or second motions, and shall be entitled to one (1) vote except at meetings of the Board of Directors.

Section 4.01-B - Annual Associate Membership: Membership shall consist of persons who are 18 years of age or older who have an interest in IBSSS and this organization. Upon the payment of dues of $10, or that amount established by the Board of Directors at the annual meeting, members who are present at business sessions of the Association shall have the privilege of the floor in all discussions and shall be entitled to one (1) vote in all elections. Annual Associate members may not hold office in this Association, but may be appointed to and may chair committees of this Association.

Section 4.01-C - Life Memberships: Members are entitled to Life Membership upon the payment of dues of $250, or that amount established by the Board of Directors at the annual meeting, to the class of membership they would be entitled to hold as annual members including all privileges of that class.

Section 4.01-D - Honorary Life Membership: Persons who have performed special services for the Association or who have achieved distinction in any honorable pursuit is eligible to be elected to honorary membership. Approval of the Board of Directors shall be necessary for election to Honorary Membership. Honorary members shall have no voting rights in this association, except at elections. Shall have the privilege of the floor in all discussions may make motions at the Associations business meetings. Honorary members may not hold office in this Association.

Section 4.02 - Payment of Dues: Members shall not be entitled to exercise their privileges as set forth in these Articles at any session until they have paid their dues, for the current year, to the Treasurer thirty-(30)-days prior to the start of that business session.

Section 4.03 - Voting: All members present at the annual meeting shall have one (1) vote for each of the following positions: President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer and each of the eight (8) At Large Directors. Alumni members present at meetings of the Association, other than meetings of the Board of Directors, shall have one (1) vote on issues presented for a vote. There shall be no proxy voting in this association or absentee ballots.

Section 4.04 - Election Officials: The Recording Secretary and Corresponding Secretary shall appoint at least two (2) other persons to assist them in the election process.

ARTICLE V: OFFICERS, DIRECTORS, AND TRUSTEES

Section 5.01 - Officers: The officers of this Association shall consist of President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer.

Section 5.02 - Duties of Officers: The duties of the officers shall be as follows.

Section 5.02-A - President: The President shall preside over all meetings of the Association and Board of Directors, appoint all committees, and be a key holder of all Association property and shall keep record of all password information for all internet accounts, and perform all other duties as are usually required of such an officer.

Section 5.02-B - Vice President: The Vice President shall perform the duties of the President in his/her absence. He shall also be a key holder of all Association property, and chair the Events Committee, unless the President designates another chair.

Section 5.02-C - Recording Secretary: The Recording Secretary shall keep the minutes and attendance of all meetings. Shall keep a list of all keys assigned to members for all property of the Association, shall maintain a list of current password information for all Association internet accounts, shall keep a record of all membership lists for internet e-mails, as well as perform all other duties usually required of such an officer.

Section 5.02-D - Corresponding Secretary: The Corresponding Secretary should handle all correspondence, maintain a current membership roster, and perform any other duties as may be prescribed by the Board of Directors.

Section 5.02-E - Treasurer: The Treasurer shall: collect all funds; pay all approved expenditures; forward dues paying names, addresses and address changes to the Recording Secretary; make annual reports to the Association; and make available the Association's records from time to time to be audited as required by the Board of Directors, Board of Trustees or the Association.

Section 5.03 - Election of Officers and Directors: The election of officers and directors positions expiring in the year of the annual meeting shall be the first order of business. Election Officials shall make certain that only those persons eligible to participate in the election process are allowed to vote. Positions with more than one person running to fill that seat shall go to the individual with the highest number of votes.

Section 5.04 - Terms of Office: All officers and Directors shall be elected to a two (2) year term at the Association's annual meeting. The President, Vice President, Corresponding Secretary and At Large Directors shall be limited to three (3) consecutive terms, the office of Treasurer and Recording Secretary shall have no term limits.

Section 5.05 - Board of Directors: The Board of Directors shall consist of the five (5) officers and eight (8) At Large Directors who shall serve a two (2) year term. At Large Directors shall be limited to three consecutive terms.

Section 5.06 - Duties of the Board of Directors: The Board of Directors shall select the time and place of the annual meeting; approve all expenditures; fill vacancies of Officers and Board members occurring between elections; approve loans; originate ideas for the growth of the Association; and perform such other duties as may be assigned by the Association. The Board of Directors at the annual meeting may revise dues for Annual and Life membership as may be required from time to time. The Board of Directors may establish the period of time during which the Life membership dues may be paid, if such request is received.

Section 5.07 - Meetings of the Board of Directors: The Board of Directors shall meet at least once a year prior to the hour of the start of the annual meeting. The Board of Directors may meet as needed. Meetings of the Board of Directors held at a specific location shall be open to the public.

Section 5.07-A - Teleconference Board Meetings: The Board of Directors may schedule meetings of the Board to be held by teleconference, such meetings maybe restricted access if the Board feels it is necessary due to the lack of the ability to maintain order at such meetings.

Section 5.07-B - Special Meetings of the Board of Directors: The President, upon the request of five (5) At Large Directors, may call a special meeting. The request shall be in writing listing those Directors requesting the meeting and shall specify the business to be conducted, only that business specified may be conducted. Meeting notice shall be given to all Board members no less than three (3) days prior to the special meeting.

Section 5.08 - Trustees: There shall be a Board of Trustees consisting of no less then three (3) and no more than seven (7) members.

Section 5.09 - Appointment of Trustees: Members of the Board of Trustees shall be appointed to serve a three (3) year term. The terms shall be staggered so as there are no more than two (2) members being replaced at any time. Members may be reappointed. The Superintendent of IBSSS shall appoint the IBSSS representative. The Board of Directors shall appoint at least two (2) and no more than six (6) Trustees. No member of the Board of Directors shall be a Trustee.

Section 5.10 - Duties of the Board of Trustees: It shall be the duties of the Board of Trustees to oversee any audits of the Organization's treasury, any special funds or trusts the Organization may establish, and any investments that maybe established by the Organization. It shall be the duties of the Board of Trustees to oversee any donations of land, buildings or large items and to advise the Association on any matters related to said donations. The Board of Trustees shall make an annual report to the members of the Association at the annual meeting.

ARTICLE VI: PROCEDURES FOR CONDUCTING MEETINGS AND QUORUMS

Section 6.01 - Procedures: Unless otherwise specified, the procedures for conducting all meetings of the Board of Directors, the Board of Trustees and the Association shall be those contained in ROBERT’S' RULES OF ORDER latest edition.

Section 6.02 - Quorums for Meetings of the Membership: 10 Alumni Members or 1/3 of that membership which ever is the highest number, present at meetings of the Association shall constitute a quorum for conducting business.

Section 6.03 - Quorum for Meetings of the Boards: Seven (7) members shall constitute a quorum for conducting business of the Board of Directors. Two-thirds (2/3) of the members of the Board of Trustees shall constitute a quorum for conducting business.

ARTICLE VII - CORPORATE SEAL

Section 7.01 - Seal: This Association shall have a Corporate Seal to be placed on all letterheads and publications that may be published on behalf of the Association.

Section 7.02 - Use: The Corporate Seal shall be used in other manners as directed by the Board of Directors.

ARTICLE VIII: AMENDMENTS

Section 8.01 – Amendments: These Articles of Incorporation may be amended by a two-thirds (2/3) majority of members present at any regular business session of the Association. Amendments may not be adopted at the business session during which they are presented. Proposed amendments must be presented to all members of this Organization no less then thirty (30) days prior to the meeting in which that proposed amendment would be voted on.

ARTICLE IX: DISSOLUTION

Section 9.01 – Dissolution: Upon the dissolution of this organization, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the organization, distribute all remaining assets of the organization to an organization or organizations that qualify for tax exempt status under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue law). Any such assets not so disposed of shall be disposed of by the Iowa District Court in and for the County of Benton exclusively for such purposes or to such organization or organizations as said Court shall determine qualify for tax exempt status under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue law).

ARTICLE X: INDEMNIFICATION OF OFFICERS, DIRECTORS AND MEMBERS

Section 10.01: Indemnification: No director, officer, employee or member of the corporation shall as such, be liable on its debts or obligations and no director, officer, member or other volunteer shall be personally liable as such for any claim based upon act or omission of such person performed in the discharge of such persons' duties except (1) for any breach of the duty of loyalty to the Corporation, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (3) for any transactions from which such a person derives an improper personal benefit.

Except for any prohibition against indemnification specifically set forth in Chapter 504, Code of Iowa, at the time indemnification is sought, this Corporation shall indemnify any such person who is or was a director, officer, employee, member or volunteer of this Corporation, or any such person who, while a director, officer, employee, member or volunteer of this Corporation, is serving or has served, at the request of this Corporation, as a director, officer, partner, member, manager, trustee, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, other enterprise, or employee benefit plan to the fullest extent possible, against expenses, including attorney fees, judgments, fines, settlements and reasonable expenses, actually incurred by such a person relation to his conduct as a director, officer, employee, member or volunteer of this Corporation or as a director, officer, partner trustee, employee, or agent of such other corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan , except that the mandatory indemnification required by this sentence shall not apply (1) to a breach of such personas duty of loyalty to the Corporation, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (3) for any indemnification shall also inure to the benefit of any such indemnified person's heirs, executors, personal representatives, an administrators

ARTICLE XI: POLICIES

Section 11.01 - Policies: The Board of Directors shall have the authority to establish and enforce policies governing the operations of the association as long as those policies do not exceed the authority given by these Articles of Incorporation or do not exceed any laws of this state.

ARTICLE XII - INITIAL OFFICERS AND BOARDS

Section 12.01 - Initial Officers: The initial officers of this organization were elected at the organizational meeting held June 4, 2005, or appointed to fill those positions to hold office for two years, however, to establish a staggered effect for the replacement of President and Vice-president, the office of Vice President shall be a one year term. In 2006 the office of Vice-President shall be elected to hold a two-year term. The President will be in office until 2007 with the Vice President office holder serving until 2008.

President: Robert Spangler - Alum

Vice President: Ted Hart - Alum

Recording Secretary: Dee Clayton - Alum

Corresponding Secretary: Jeannie Miller - Alum

Treasurer: Janice Borgwardt - Alum / Former IBSSS Staff

Section 12.02 - Initial Board of Directors: A Board of Directors was elected at the organizational meeting held June 4, 2005. To establish the staggered terms held by the at large directors the following were elected to serve a one (1) year Term.

Position #1 expire 2006: Stephanie Hunoldt - Alum

Position #2 expire 2006: Carol Kruse - Former IBSSS Staff Member

Position #3 expire 2006: Galen Blood - Alum

Position #4 expire 2006: Richard Eckman - Alum

The following were elected to a two (2) year term of office:

Position #5 expire 2007: Tom TeBockhorst - Alum

Position #6 expire 2007: James Saeugling - Alum

Position #7 expire 2007: Dale Shaefer - Alum

Position #8 expire 2007: Walter “JR” Swank - Alum

Section 12.03 - Initial Board of Trustees: A Board of Trustees was appointed at the organizational meeting held June 4, 2005 by the appointed Board of Directors at that meeting. The initial representative of IBSSS shall be appointed either by the Superintendent at that time or by someone so designated by the Board of Regents at a time not to exceed six (6) months. If no IBSSS representative is appointed to serve within the six (6) month period, the Board of Directors shall appoint someone not associated with this organization to fill one (1) seat on the Board of Trustees.

Trustee Position #1 expires 2008: Mike Hoenig - Alum

Trustee Position #2 expires 2007: Joel Jeffries - Alum

Trustee Position #3 expires 2009: Frank Rocco - Former IBSSS Superintendent

ARTICLE XIII - MISCELLANEOUS

Section 13.01 - Emergency Powers: In times of National emergencies or declared disasters in which this organization has no contact with its members due to loss of normal communications or restrictions placed on communications, the Officers of this organization shall have full authority to conduct business on behalf of the organization. Should any officer be rendered unable to participate in the governing of this organization either due to loss of life or duties requiring their services in response to the protection of life and property on behalf of the Local, State or Federal Government the remaining officers shall have the authority to appoint his / her replacement. All actions taken during any declared emergency shall have no effect on those officers performing their duties. No officer shall be held liable for any action taken during a declared emergency.

Section 13.02 - By-Laws: The By-Laws of this Association shall not exceed the authority granted to members, officers or directors by these Articles of Incorporation. The By-Laws shall be inspected every five years for possible updates unless done sooner. The Board of Directors shall approve all amendments to the By-Laws prior to presenting them to the membership for approval. Amendments shall be presented to the membership no less than thirty (30) days prior to meetings in which those amendments will be voted upon. A majority of the membership present is required for approval of all amendments. These Articles of Incorporation shall serve as the initial By-Laws of this Association until such time as the Association adopts a separate document.

Section 13.03 - Committees: The President shall appoint all committees. Committee direction shall come from the corporative efforts of the President and the Board of Directors. No committee shall over step the authority of the President, committee chairs shall inform the President of all committee happenings and give reports to the Board of Directors as requested. NO INFORMATION MAY BE KEPT SECRET FROM THE PRESIDENT OR MEMBERS OF THE BOARD OF DIRECTORS.

Section 13.04 - Committee Funding: Committees shall upon appointment have in their budget $50 to work with. Each committee shall, by April 1, have a budget to be presented to the Board of Directors for consideration. The chair of each committee working with the Treasurer shall prepare requests for funding prior to each Board meeting if funding is needed. All funds authorized to be spent must be approved by the chair of the committee and receipts presented to the Treasurer with documentation of the chairs approval for payment. No Board approval shall be required for committees to use their funds unless they are over that amount established for that committees use.

Section 13.05 -Budgets: The Board of Directors shall prepare an annual report to be presented at the annual meeting that shall include a complete report of financial transactions and proposed budget for the upcoming year.

Section 13.06 - Fund Raisers: The Board of Directors shall approve all fund raising efforts. The Board of Directors may conduct fund-raising efforts outside the normal committees appointed to do so. At least 10% of all funds raised must go to the general operating fund of the Association.

Robert’s Rules

Iowa Braille School Alumni Association

P.O. Box 87

Vinton, Iowa 52349

President - Robert Spangler - rspangler@ibsssalumni.org

Vice-President - Howard Craig - hcraig@ibsssalumni.org

Secretary - Dee Clayton - dclayton@ibsssalumni.org

Corresponding Secretary - Janet Quam - secretary2@ibsssalumni.org

Treasurer - Stephen Barber - treasurer@ibsssalumni.org

webmaster@ibsssalumni.org

Updated November 26, 2007 23:05