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Article I: Name
The name of this organization shall be Prevent Child Abuse - Johnson County (hereinafter the Organization).
Article II: Purpose
The purpose of the Organization shall be to assist the community in providing an effective response to the problems of children and families, with a focus on preventing child abuse and neglect. The purposes
shall include, not be limited to, engaging in activities to increase awareness of and prevent incidence of child abuse and neglect in Johnson County. The purposes of the Organization are set forth in the
Articles of Incorporation filed with the State of Iowa.
Article III: Membership
Section 1 Membership Definition. The Organization shall be comprised of a Membership of individuals and representatives from organizations that support the purpose of the Organization (hereinafter the
Members). Individuals and organizations may have ongoing membership in the Organization.
Section 2 General Powers. The affairs of the Organization shall be managed by its Board of Directors (hereinafter the Board). Between Board meetings, the Executive Committee shall manage the affairs
of the Organization.
Article IV: Board of Directors
Section 1 Election and Term of Office. Members of the Board of Directors (hereinafter the Directors) shall be elected by a majority of the Membership present at the election meeting. A term of office
shall be three (3) years. Directors shall serve no more than two (2) consecutive terms. Annual elections may be held to fill vacancies.
Section 2 Number. The number of Directors shall be between nine (9) and fifteen (15).
Section 3. Qualifications. Directors shall reside or work in Johnson County. Efforts will be made to have a balance between business/community/corporate community representatives and human service
professionals. Further qualifications may be determined by the Board.
Section 4 Meetings. The Board shall provide for time and place of regular meetings. There shall be no less than four (4) meetings each year. The entire Membership of the Organization shall be
invited to participate in regular meetings.
Section 5 Special Meetings. Special meetings of the Board may be called by or at the request of any two (2) Directors. The persons authorized to call special meetings of the Board may fix any place
for holding any special meeting called. Action at any special meeting shall be limited to the agenda item(s) specified in the written notice.
Section 6 Notice. Notice of any regular meeting of the Board, along with an attached agenda, will be received by the Members at least three days before such meeting. Notice of any special meeting,
along with an attached agenda, will be received by the Members at least 24 hours before such meeting.
Section 7 Quorum. Attendance of one-third (1/3) of current Directors will be required to conduct business at any regular or special meeting.
Section 8 Vacancies. Any vacancy occurring in the Board may be filled by the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 9 Compensation. Directors as such shall not receive any compensation for time served in the capacity as a member of the Board. A member of the Board shall not receive compensation for any
expense incurred without the approval of the Board. Nothing herein shall be allowed which would violate state or federal law.
Section 10 Attendance. The Board may declare any Directorship vacant when a Director fails to personally attend two (2) consecutive regular or special Board meetings without excuse.
Section 11 Removal. Any Director may be removed by the Board whenever, in its judgment, the best interests of the Organization would be served and provided at least ten (10) days written
notice is given to Members announcing such meeting to discuss removal. A majority vote of Directors is required.
Article V: Voting
Section 1 Voting Rights. Members shall vote to elect Directors to the Board. Thereafter, only Directors shall have voting rights.
Section 2 Proxy Vote. There shall be no vote by proxy. For issues requiring an immediate response, vote by e-mail is allowed provided 48 hours notice is given.
Section 3 Action. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board and the Organization.
Article VI: Officers
Section 1 Officers. The Officers of the Organization shall be a Chair, Vice-Chair, and a Secretary/Treasurer.
Section 2 Election and Term of Office. The officers of the Organization shall be elected annually by the Board of Directors. Each officer shall hold office until a successor shall have been duly
elected. Officers may serve no more than three (3) consecutive terms.
Section 3 Removal. Any officer may be removed by the Board whenever, in its judgment, the best interests of the Organization would be served and provided at least ten (10) days written
notice is given to members of the Board announcing such meeting to discuss removal. A majority vote will be required.
Section 4 Vacancies. A vacancy in any office may be filled by the Board for the unexpired portion of the term. Such vacancies may be filled at any meeting of the Board.
Section 5 Chair.
The Chair shall be the principal executive officer of the Organization. The Chair shall appoint members and shall serve on committees in accordance with Article VII of these Bylaws. The Chair is empowered to sign with the Vice-Chair, Secretary or any other officer of the Organization authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and the execution thereof shall be expressly delegated by the Board, these Bylaws, or by statute to some other officer or agent of the Organization. In general, the Chair shall perform all duties incident to the office of the Chair and such other duties as may be prescribed by the Board.
Section 6 Vice-Chair.
In the absence of the Chair, or in the event of death, inability or refusal to act, the Vice-Chair shall perform the duties of the Chair and when so acting shall have all the powers of and be subject to all the restrictions upon the Chair.
Section 7 Secretary/Treasurer. The Secretary/ Treasurer shall be the principal fiscal officer of the Organization and shall be responsible for the recording of the minutes of the
meetings of the membership and the Board, and shall see that all notices are duly given in accordance with these Bylaws, or as required by law. In general, the Secretary/Treasurer shall perform all duties
incident to the office of the Secretary/Treasurer and such other duties as may be prescribed by the Board.
Article VII: Committees
Section 1 Standing Committees. The Executive Committee shall consist of the duly elected officers of the Board and/or others as appointed by the Board.
Section 2 Other Committees.
Other committees may be created from time to time by an act of the Board of Directors. The Chair shall appoint Members, Directors, and other community persons to committees at the recommendation of Directors and other community members.
Section 3 Term of Office. Each member of a committee shall continue to serve for at least one year and until a successor is appointed, unless the committee shall be terminated sooner, or unless such
member shall cease to qualify as a member.
Section 4 Chairperson. One member of each committee shall be appointed committee chairperson by that committee.
Section 5 Vacancies. Vacancies in the membership of any committee may be filled by appointments made by the Executive Committee or Chair.
Section 6 Action. Actions and plans by committees will be presented to the Executive Committee and/or the Board for coordination and approval.
Section 7 Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board.
Section 8 Removal.
Any member thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the Organization shall be served by such removal.
Article VIII: Contracts, Checks, Loans, Deposits, and Gifts
Section 1 Contracts.
The Board may authorize any officer or officers as agent or agents of the Organization, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be e general or may be confined to specific instances.
Section 2 Checks, Drafts, or Orders.
All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Organization will be determined by resolution of the Board.
Section 3 Loans.
No loan shall be contracted on behalf of the Organization unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 4 Deposits. All funds of the Organization shall be deposited to the credit of the Organization in such banks, trust companies, or other depositaries as the Board may select.
Section 5 Gifts. The Board may accept on behalf of the Organization any contribution, gift, bequest, or device for any purpose of the Organization.
Article IX: Book and Records
The organization shall keep correct and complete books and records of account and shall also keep minutes of all meetings of the Membership and the Board. All books and records of the Organization may be
inspected by any member, or the member’s agent or attorney, for any proper purpose at any reasonable time.
Article X: Fiscal Year
The fiscal year of the Organization shall begin on the first (1st) day of July and end on the last (30th) day of June in each year.
Article XI: Waiver of Notice
Whenever any notice is required to be given to any Director under applicable laws, or under the provisions of these Bylaws of the Organization, a waiver thereof in writing signed by the person or persons entitled to
such notices, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XII: Nondiscrimination
The Organization shall not discriminate against any person on the basis of national origin, age, race, color, creed, sex, disability, or sexual orientation.
Article XIII: Amendments to Bylaws
These Bylaws may be altered, amended, or repealed, and new Bylaws adopted at any regular or special meeting by a two-thirds (2/3) vote of the current Directors, provided that at least ten (10) days written notice of
intention to alter, amend, repeal, or to adopt new Bylaws is given to Members.
We, the undersigned current Officers of Prevent Child Abuse - Johnson County, do adopt the Bylaws for the Organization presented by the Secretary on the 4th day of August, 2004.
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