Sheena Thomas, Chair
Rod McCullough, Chair-elect
Kathy Pingel, Secretary
Joan Hentschel, Treasurer

 

BYLAWS
OF
ROOSEVELT CULTURAL DISTRICT
Adopted March 14, 2006, Amended November 2007

ARTICLE ONE
Offices

The principal office of Roosevelt Cultural District (hereafter “Corporation”) in the State of Iowa shall be in Des Moines, Polk County, Iowa. The registered office of the Corporation as required in Chapter 504A of the Code of Iowa, Iowa Nonprofit Corporation Act, shall be initially at 4315 California Drive, Des Moines, Iowa 50312, subject to change from time to time by resolution of the Board of Directors, and filing of a statement of said change as required by the Iowa Nonprofit Corporation Act.

ARTICLE TWO
Members

The Corporation shall have no members.

ARTICLE THREE
Board of Directors

A. The affairs of the Corporation shall be conducted by a Board of Directors consisting of not less than eight (8) and not more than twenty (20) members who shall be elected by a vote of the majority of the Board of Directors present at the annual meeting of the Board of Directors.

B. The annual meeting of the Board of Directors shall be held in September of each year on a date selected by the Board of Directors.

C. Directors shall be elected for terms of three (3) years, and shall be organized into three (3) classes of equal numbers.

D. In the event a vacancy occurs on the Board of Directors, the Board of Directors may, at its discretion, elect a replacement director to serve until the expiration of the term of office of the director replaced. This election may occur at any regularly scheduled Board meeting.

E. No director, whether originally appointed or elected to the Board, shall serve as a Board member for more than eight and one-half (8-1/2) years consecutively, except such limitation shall not apply to the Chair and Chair-Elect.
 F. At the annual meeting the Board of Directors shall elect from its members a Chair, Chair-Elect, Secretary and Treasurer and such other officers and agents as the Board deems necessary. All such officers and agents shall hold office until their successors are elected and have duly qualified.

G. The Board of Directors may adopt a schedule of regular meetings. Special meetings of the Board of Directors may be called by the Chair, or in the event of a refusal to do so, by any five (5) members of the Board of Directors.

Notice of the annual meeting shall be given at least fifteen (15) days before and shall include the location of the annual meeting.

I. No notice is required for meetings conducted in accordance with a schedule of meetings adopted by the Board of Directors. Notice of any special meeting of the Board of Directors shall be given at least five (5) days prior to the date of such meeting by a method approved by the Board of Directors. Notice of the special meetings of the Board of Directors shall specify the purpose for which such meeting is called. In the event of an emergency, the Chair may shorten the period of notice of a special meeting to twenty-four (24) hours.

J. A meeting of the Board of Directors, or committee, may be held by conference telephone or similar communications equipment. All persons participating in the meeting shall be able to hear each other, and participation in a meeting pursuant to these provisions shall constitute presence in person at the meeting. Records of the meeting shall be kept as required by law.

K. A quorum of the Board of Directors for the transaction of business shall constitute one-half (1/2) of the elected members of the Board of Directors.

L. The Chair shall preside at meetings of the Board of Directors. In the absence of the Chair, the Chair-Elect shall preside at meetings of the Board of Directors. In the absence of both the Chair and Chair-Elect, those members of the Board of Directors present for a meeting shall select a presiding officer.

M. An affirmative vote of the majority of those present at any meeting at which a quorum is present shall be sufficient to pass any resolution or any other action of the Board of Directors.

N. At its annual meeting, or at any meeting called for the express purpose of removing a director, the Board of Directors may remove any member of the Board of Directors by a majority vote of the total number of elected directors. If the removal of a director occurs at the annual meeting, such vote for removal shall occur prior to the election of new directors.

O. Every member of the Board of Directors shall be responsible for following those Board-adopted policies that apply to the Board of Directors. Failure to do so may result in removal from the Board.

ARTICLE FOUR
Officers

A. The officers of the Corporation consist of the officers of the Board of Directors and shall be a Chair, Chair-Elect, Secretary and Treasurer.

B. The term of office for all officers shall be one (1) year and such officers shall serve until their successors are elected and qualified. A partial term of greater than six (6) months shall be considered a term for purposes of determining the length of same. A partial term of less than six (6) months shall not be considered a term.

C. Officers shall be elected at the annual meeting of the Board of Directors.

D. In the event the Chair is elected to a subsequent term, the Chair-Elect shall serve a subsequent term. In the event the Chair is not elected to a subsequent term, the Chair-Elect shall assume the office of Chair and a new Chair-Elect shall be elected at the annual meeting of the Board of Directors.

E. In the event the Chair cannot continue to serve, the Chair-Elect shall automatically assume the office of Chair. The Board of Directors shall elect a new Chair-Elect at its next meeting.

F. Any officer may be removed during the term of office by a sixty percent (60%) majority vote of the total number of elected members of the Board of Directors.

G. The Chair shall have all such powers and duties as usually pertain to the office of the Chair of a not for profit Corporation, except such powers and duties as are specifically delegated by the Board of Directors to another officer of the Corporation, to the Executive Committee or to the Executive Director.

H. The Chair and the Chair-Elect shall be non-voting ex-officio members of all committees, unless specifically excluded by the Board of Directors.

I. The Chair-Elect shall serve the legal responsibilities of the Vice Chair under Iowa's Non-profit Corporation Act.
J. The Secretary shall keep minutes of the Corporation and shall record the proceedings of all meetings of the Board of Directors, Executive Committee and any committee having any authority of the Board of Directors. The Secretary shall ensure that a copy of all such records, a record of the names and addresses of Board members entitled to vote with said record to be kept at the registered office, and such other records as required under Iowa Nonprofit Corporation Act are maintained. The Secretary shall keep on file such other instruments and records as the Board of Directors shall direct. The Secretary shall have such other powers and duties as may be delegated to that office by the Board of Directors.

K. The Treasurer shall oversee the financial affairs of the Corporation. The Treasurer shall make such reports showing the financial position of the Corporation as the Board may request. The Treasurer shall oversee the preparation of the annual budget of the Corporation that will be presented to the Board of Directors for its consideration.

ARTICLE FIVE
Executive Committee

A. The Executive Committee of the Corporation shall consist of the officers of the Corporation.

B. The Executive Committee shall have the authority to act on behalf of, and in the best interest of the Board of Directors with regard to matters requiring attention of the Corporation when the Board of Directors is not in session, except the Executive Committee shall not have the authority to mortgage, encumber, sell or dispose of the assets of the Corporation unless it is specifically authorized to do so by the Board. The Board of Directors may limit the authority of the Executive Committee.

C. The Executive Committee shall meet in accordance with a schedule of meetings approved by the Executive Committee, at the call of the Chair or at the call of any two (2) members of the committee. Notice of the meeting shall be given to each member of the committee by means approved by the Board of Directors. In the event of an emergency the notice may be waived.

D. A majority of the membership of the Executive Committee shall constitute a quorum for the transaction of business. A majority vote of those present at any meeting at which a quorum is present shall be required to authorize any action of the Executive Committee.

E. The minutes of any Executive Committee meeting shall be delivered to the Board of Directors at its next meeting. ARTICLE SIX
Committees

A. The Corporation shall have the standing committees of audit and governance.

B. The Audit Committee shall consist of at least three (3) members, including the chair selected by the Chair. No more than one-third (1/3) of the members of the Audit Committee shall have direct control or authority over the finances of the Corporation. The Audit Committee shall select the auditor with consent of the Board. The Audit Committee shall review the work and findings of the auditor and report the findings and results of the audit to the Board within ninety (90) days after the close of the preceding fiscal year.

C. The Governance Committee shall consist of at least three (3) members, including the chair selected by the Chair. The Governance Committee shall be responsible to report nominations for officers and Board of Directors for election at the annual meeting of the Board of Directors. The Governance Committee shall report its nominations for elections at the annual meeting of the Board of Directors no later than fourteen (14) days before the date of the annual meeting. The Governance Committee shall oversee the governance documents of the Corporation including the Articles of Incorporation and bylaws. The Governance Committee shall perform such other duties as are assigned.

D. The Corporation shall have such other special committees and task forces as determined appropriate by the Chair, with the approval of the Board.

E. The Chair shall appoint members of the standing committees, special committees and task forces subject to the approval of the Board of Directors. The appointment to all standing committees shall be made at the annual meeting of the Board of Directors.

F. The Chair may remove any member of a standing committee, special committee or task force.

G. The minutes of any meeting of a standing committee, special committee or task force authorized to take any action on behalf of the Corporation shall be prepared and shall be delivered to the Board of Directors at its next meeting.

ARTICLE SEVEN
Miscellaneous

A. The Corporation shall have no corporate seal.

B. The fiscal year of the Corporation shall start on the first day of October in each year and shall end on the last day of September in each year.

C. The Secretary shall preserve and maintain the books and records of the Corporation and make such records available for inspection in accordance with Iowa Code Chapter 504A.

D. All deeds, mortgages, bonds, contracts and other instruments of the business and affairs of the Corporation shall be signed on behalf of the Corporation by any two (2) officers, or such other person or persons as may be designated from time to time by the Board.

ARTICLE EIGHT
Amendments

The bylaws may be altered, amended or repealed and new bylaws adopted at any meeting of the Board of Directors at which a quorum is present by majority vote of the Board of Directors present, provided that written notice of such meeting indicating the proposed change or changes in the bylaws is provided at least twenty (20) days prior to such meeting, with said notice to be provided in accordance with the policy for providing notice of meetings of the Board of Directors.

 

Adopted March 14, 2006, Amended November 27, 2007