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ARTICLE II. Members
ARTICLE III. Board of Directors
ARTICLE IV. Officers
ARTICLE V. Books and Records, Audit, Fiscal Year
ARTICLE VI. Amendments
ARTICLE VII. Indemnification
Section 1.01. Registered Office. The registered office of the Iowa Scriptwriters Alliance shall be located in the City of Des Moines, County of Polk, State of Iowa.
Section 1.02 Other Offices. The Iowa Scriptwriters Alliance may have such other offices at such places as the directors shall from time to time determine.
Section 2.01. Members. Any person interested in the objects and purposes of this Corporation may become a member of the Corporation upon satisfaction of such terms and conditions as may from time to time be determined by the directors.
Section 2.02. Voting Rights. Members shall have voting rights as provided in Section 3.05.
Section 2.03. Meetings. Meetings of the members of the Corporation, including the Annual Meeting, shall be held at such times and in such locations as shall be determined by the directors. Notice of meetings authorized by the directors shall be given to the membership through the Iowa Scriptwriters Alliance Newsletter.
Section 3.01. General Powers. The property, business, and affairs of this Corporation shall be managed by its Board of Directors.
Section 3.02. Number. The number of Directors shall be not less than three (3) nor more than eleven (11), but may be increased or diminished to not less than three (3) nor more than eleven (11), by the affirmative vote of a majority of the whole number of Directors. At all times a majority of the Directors shall be scriptwriters maintaining an Iowa residence. Officers of the Board may be elected members of the Board or not.
Section 3.03. Term of Office. By May 15 of each calendar year, the membership shall elect one third of the Scriptwriter Members of the Board of directors for three years, and the outgoing Board of Directors shall elect one third of the Non-Scriptwriter Board of directors for three years. In the event the total membership of the Board is increased or decreased for any year, the Directors elected for that year may be elected for staggered terms so that so far as practicable, one third of the Directors shall be elected each year.
Section 3.04. Nominating Committee. The Chair shall appoint a nominating committee of at least three (3) Directors to determine nominations for the Scriptwriter and Non-Scriptwriter Members of the Board of Directors and the officers of the Alliance. The nominating committee shall solicit suggestions from the membership through a notice by March 15. A scriptwriter must be nominated by at least two (2) Iowa Scriptwriters Alliance members to be placed on the ballot presented to the membership.
Section 3.05. Election.
a) Scriptwriter Members of the Board of Directors shall be elected by the membership. Ballots will be distributed at the annual meeting. The scriptwriters receiving the highest number of votes for the available Board positions shall be elected. In the case of a tie, the winner shall be determined by a coin toss.
b) Non-Scriptwriter Board Members shall be elected by the current Board of Directors.
Section 3.06. Vacancies. Any vacancy occurring in the Board of Directors more than three (3) months remaining in the vacating director's term shall be filled by the affirmative vote of a majority of the remaining Directors. The newly elected Director shall serve the unexpired term of the vacant position.
Section 3.07. Annual Meeting. The Board of Directors shall hold an annual meeting as soon as practicable following the tabulation of annual election results for the announcement of elections to the Board of Directors, election of officers, and for the transaction of other business. The date and time of the meeting shall be determined by the Board of Directors.
Section 3.08. Notice of Meetings. Notice of all Board meetings shall be given to members of the Board of Directors not less than three days in advance of the date of said meeting.
Section 3.09. Quorum. A majority of the Board of Directors shall constitute a quorum for transaction of business; provided, however, that if vacancies exist, a majority of the remaining Directors shall constitute a quorum.
Section 3.10. Voting by Proxy. A director shall be permitted to appoint a proxy for him or herself or vote by proxy.
Section 3.11. Executive Committee. The President, Vice-President, Executive Secretary, and Treasurer of the Board of Directors, and such other board members as the President may appoint, shall constitute the executive committee. All members of the Board of Directors may attend executive committee meetings and may, at the invitation of the president, exercise their right to vote. The executive committee shall have the authority to act for the Board in the management of the business of the Corporation. The executive committee shall act only in the interval between meetings of the Board but at all times is subject to the control and direction of the Board. A majority of the executive committee shall constitute a quorum for the transaction of business; provided, however, that if any vacancies exist, a majority of the remaining members, but not less than two shall constitute a quorum for the conduct of business.
Section 3.12. Resignation and Removal. Any director may resign at any time by delivering written resignation to a member of the Executive Committee which shall be effective as of the date of receipt by such officer. The Board of Directors may remove a Director from office at a Board meeting, provided that the said director receives no less than two weeks notice prior to the meeting for such purpose. A Director may be removed by two-thirds (2/3) vote of the entire Board of Directors, excluding the Director voted upon. When a Director has been j removed, a new Director may be elected at the same meeting.
Section 3.13. Committees. The Board of Directors may appoint or authorize the appointment of such committees as it may from time to time deem necessary. Such committee shall have the powers, duties and responsibilities and shall be organized and function as specified by its appointment.
Section 4.01. Number of Officers. The officers of this corporation shall be a President, Vice-President, Executive Secretary, Treasurer, and Membership Director.
Section 4.02. Election and Term of Office. All officers shall be elected by a majority vote of the at-large membership on or before the annual meeting.
Section 4.03. Vacancies. If any office of the Corporation becomes vacant by any cause, such vacancy shall be filled by a majority vote of the Board of Directors at their next meeting. The officer so elected shall hold office and serve until the next election of the Board of Directors.
Section 4.04. Resignations. Any officer may resign by giving written notice of his or her resignation to the Board of Directors.
Section 4.05. President. The President shall be the chief executive officer of this Corporation and shall have general active management of the business of this corporation. He or she shall, when present, preside at all meetings of directors. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she may execute and deliver in the name of the Corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of this Corporation. He or she shall be an ex officio member of all standing committees and, in general, shall perform all duties usually incident to the office of the President. He or she shall have such other duties as may from time to time be prescribed by the Board of Directors.
Section 4.06. Vice-President. In the event of absence or disability of the President, the Vice-President shall succeed to his or her power and duties until such time as a new president can be determined by the Board of Directors. The Vice-President also assumes responsibility for coordination of regional meetings and appointment of regional liaisons.
Section 4.07. Executive Secretary. The Executive Secretary shall maintain the records of the Corporation—its meeting and pertinent actions.
Section 4.08. Treasurer. The Treasurer shall keep accurate accounts of all moneys of this corporation received or disbursed. He or she shall supervise the executive director of the Corporation in his or her financial deposits and disbursements. The Treasurer shall render to the President and the Board of Directors, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation and shall perform such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.09. Membership Director. The membership director shall maintain the records of the membership, including mailing lists of members, and will assume responsibility for member recruitment and relations.
Section 4.10. Other Officers. This Corporation may have such other officers and agents as may be deemed necessary by the Board of Directors. They shall be appointed in such manner, have such duties, and hold their offices for such terms as may be determined by resolution of the Board of Directors.
Section 5.01. Books and Records. The Board of Directors of this Corporation shall cause to be kept:
a) minutes of all proceedings of members and directors; and
b) correct and complete books of account.
Members shall be permitted to inspect the books of the corporation at all reasonable times.
Section 5.02. Budget. The Executive Committee or its agent will annually submit a budget for the Corporation for approval by the Board of Directors.
Section 5.03. Fiscal Year. The Fiscal Year of the Corporation shall begin on January 1 of each calendar year.
Section 5.04. Audit. The Board of Directors shall cause the records and books of account of the Corporation to be audited at such times as it may deem necessary or appropriate.
The Board of Directors may amend this Corporation's Articles of Incorporation, as from time to time amended or restated, and these Bylaws, as from time to time amended or restated. Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or Bylaws, may be submitted and voted upon following two readings of the revision or restatement at two distinct meetings of the Board of Directors and be adopted at the second such meeting or later, a quorum being present, upon receiving the affirmative vote of a majority of the whole number of directors of this Corporation.
The Corporation may indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted by any applicable law.