IOWA COMMUNITY EDUCATION ASSOCIATION BYLAWS

Preamble

We establish these bylaws for the Iowa Community Education Association (ICEA) in order to maximize the development of community education concepts in the communities of Iowa, thereby utilizing the resources (human, physical and financial) for the development of each person's potential in the community - to promote more efficient delivery of services to people.

ARTICLE I: Name

This organization shall be known as the Iowa Community Education Association (ICEA), an affiliate of the National Community Education Association (NCEA).

ARTICLE II: Purpose

The purpose of this organization shall be the promotion, understanding, improvement and expansion of the community education concept within the State of Iowa. This purpose shall be realized through the following objectives:

A. To provide an organization, which represents the interests of those people, engaged in or supportive of the community education concept.

B. To provide in-service training and sharing information among Association members at workshops and conferences.

C. To encourage state community education legislation and public support for the community education concept.

D. To provide open forums and conferences to introduce and educate individuals and community groups to the community education philosophy.

E. To disseminate general information to Association members and those interested in community education.

F. To provide better communication among Association members through newsletters and personal contacts.

G. To develop position statements on community education issues and make recommendations to the State Department of Education.

H. To develop cooperative relationships with other state and national organizations that relate to the community education concept.

I. To develop media packages to help promote community education in the State of Iowa.

J. To be organized exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code.

K. The Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE III: Membership

Section 1 - Eligibility

Membership is open to all persons, institutions and organizations engaged in or supportive of community education in Iowa.

Section 2 - Types of Membership

A. Individual membership shall be open to all persons interested in or involved in community education, whether he/she is professional, lay or neighborhood-based. Each individual member is entitled to all privileges of the Association: voting privileges, and the right to hold elected or appointed positions.

B. Group or organizational membership shall be open to institutions and businesses at local, regional and state levels. Group members are entitled to up to thirty members, ten of whom will be designated representatives having voting privileges and the right to hold elected or appointed positions.

Section 3 - Annual Fees

A. Annual Fees

Membership fees and categories will be determined by the Board of Directors and approved by the membership at the annual meeting.

B. The membership year shall begin January 1 and end December 31.

C. Dues shall be payable by December 31 of each year. There shall be no proration of dues for new applicants.

ARTICLE IV: Board of Directors

Section 1 - Composition

The Board of Directors (Board) shall consist of five elected officers; eight elected directors; and non-voting ex-officio representatives from the Iowa Department of Education, the Institute for Character Development, the Iowa Afterschool Alliance, the Iowa Asset Building Coalition, the Iowa PTA, Iowa State University Extension, and YMCA. Each board member shall serve a two-year term and until a successor shall have been elected and shall have qualified, or until death, resignation, or disqualification. A member may resign at any time by filing a written resignation with the president or secretary of the Board. The Board may expand its number of members by act of a majority during any board meeting at which a quorum is present.

Consultation to the Board of Directors will be provided by the State Consultant to Community Education and a representative of professional Community Education directors/coordinators in other professional capacities requested to be present at a Board meeting as ex-officio members.

Section 2 - Duties and Responsibilities

A. The Board of Directors shall formulate and approve the policies of the Association.

B. The Board of Directors shall establish policies regarding the publications of reports and proceedings of the Association.

C. The Board of Directors shall be responsible for the approval and administration of the annual budget.

D. The Board of Directors shall meet regularly and at the time of the annual meeting, and such other times as the president may call, or at the call of a majority of the Directors.

E. The Board of Directors on an annual basis shall appoint the National Council of State Community Education Association Liaison, and other liaisons as appropriate.

F. The Board of Directors shall appoint all standing committees.

G. Board of Directors members who do not attend a majority of regularly scheduled board meetings, or who do not send a representative in their absence, may be removed by a majority vote of the board.

H. The Board of Directors may, by majority vote, contract with qualified personnel to perform prescribed duties of 1) an Executive Director and 2) a Lobbyist at the State Legislature. Said personnel shall regularly report to the Board of Directors.

Section 3 - Election

A. During the charter year, eight (8) directors shall be elected by the general membership. The four (4) elected candidates receiving the greater number of votes shall serve two (2) year terms. The remaining four (4) elected candidates shall serve one (1) year terms. The nominating committee shall propose the election ballot to the membership. The ballot shall list the nominees for officers and directors. All nominees shall be verified as voting members of the Iowa Community Education Association.

B. The election process must be completed prior to or during the annual meeting.

C. A vacancy in any office or board position due to death, resignation, removal, disqualification, or otherwise, shall be filled by a majority vote of the board

1. for the unexpired portion of the term, or

2. through the date of the next election.

D. Beyond the charter year, each director, who is not an officer, shall be elected for a term of two (2) years by the general membership. Each year beyond the charter year, elections shall be held for the number of directors needed to fill positions as determined by these bylaws and vacancies created should directors be elected officers.

ARTICLE V: Officers, Elections, and Duties

Section 1 - Officers, Executive Committee

The officers of the Association shall be president, president-elect, immediate past-president, secretary, and treasurer. The executive committee shall consist of the five officers.

Section 2 - Powers and Duties

A. The president shall preside at all meetings of the Association and perform duties which are usually prescribed for the chief officer of such an association, and which are defined by these bylaws. The president shall be an ex-officio member of all committees of the Association and shall serve as chairperson of the Board of Directors. The president has the right to appoint ad hoc committees. The president shall vote only to break a tie or when vote is by written ballot.

The programs of all meetings of general membership and Board of Directors shall be planned under the direction of the president.

B. The president-elect shall preside at meetings of the Association in the absence of the president. In the absence of both the president and the president-elect, a chairperson pro tempore shall be elected from the Board of Directors by the members of the Board.

The president-elect shall serve as a voting member of the Board of Directors. In the event of a vacancy of the office of president, the president-elect shall assume that responsibility for the remainder of the term and through his/her term for the following year. The president-elect shall represent and assist the president as directed.

The president-elect is responsible to chair the Nominating Committee for the election of officers and directors. Other members of the Nominating Committee shall be appointed by the President and the President-Elect.

C. The secretary shall be responsible for the minutes of all general membership and board meetings, board correspondence, as directed by the president, and all other transactions required of this office.

The secretary shall be a voting member of the Board of Directors.

D. The treasurer or designee shall receive and be responsible for the safekeeping and accounting of the general funds of the Association. The treasurer or designee shall make a written annual report to the Board of Directors and such other financial reports as may be required.

The treasurer or designee and finance committee shall prepare the annual budget for approval by the Board of Directors.

The treasurer shall be a voting member of the Board of Directors.

E. The past-president shall serve on the executive committee and shall be a voting member of the Board of Directors.

F. The Executive Committee shall assist the president in preparing plans for annual and regular meetings and the execution of the Association plans. Executive Committee meetings shall be called at the discretion of the president.

Section 3 - Elections

A. The president-elect, secretary, and treasurer shall be elected by the general membership for a term of one year. The election shall be by ballot at least two weeks preceding the annual meeting.

B. During the first year of organization, a president shall also be elected. At the end of each subsequent year, the president-elect shall become the president.

C. The term of all newly elected officers will begin January 1 and end December 31, of that year.

ARTICLE VI: Meetings

Section 1 - The Annual General Membership Meeting

The annual general membership meeting shall be held in the fall for the purpose of installation of directors and officers, reception of reports, and transaction of such other business as may be properly brought before the membership.

Section 2 - Special Meetings

Special meetings may be called by the president or by a majority of the members of the Board of Directors.

Section 3 - Location

Location of meetings should be set at a location of convenience to the majority of the members.

Section 4 - Notification

Notice of all meetings shall be given at least 15 days in advance of the meeting date, when possible.

Section 5 - Quorum

A quorum shall consist of a simple majority of the voting members of the Board of Directors present at each meeting for transaction of Board business.

For the annual general membership meeting and other meetings of the general membership, a quorum shall consist of the voting members present.

Section 6 - Minutes

Minutes of all Executive Committee and Board meetings shall be available to the general membership.

ARTICLE VII: Committees

Section 1

Standing committees of the Association may include, but not be limited to, the following: nominations and elections, audit, finance, membership, legislative and conference.

Section 2

Committees of the Association may be of standing or ad hoc in nature.

ARTICLE VIII: Financial

Section 1 - Calendar Year

The calendar year of the Association shall run from January 1 through December 31.

Section 2 - General Fund

All moneys paid into the general fund shall be turned over to the treasurer or designee. This fund shall consist of income derived from membership dues, the ICEA Annual Conference and Silent Auction, interest on bank deposits, investment fees, sale of publications or services, gifts,

grants, transfers or other board determined fund raisers. Funds shall be disbursed by checks signed by the treasurer or designated person approved by the Board of Directors.

Section 3 - Audit

An audit of the books of the treasurer shall be conducted by an audit committee whenever a new treasurer is installed or as otherwise directed by the board.

Section 4 - Tax Exempt Status

The purposes and activities of the Association are exclusively education and charitable in nature as defined by Section 501((c)(3) of the Internal Revenue Code.

Section 5 - Inurement of Income

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.

Section 6 - Operational Limitations

Notwithstanding any other provisions of these Articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).

Section 7 - Dissolution Clause

Upon the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.

Section 8 - Dissolution of Assets

In the event of the dissolution of the Iowa Community Education Association, all assets will be turned over to the Iowa Department of Education for use in community education.

ARTICLE IX: Parliamentary Procedures

Robert's Rules of Order, Revised, shall govern the conduct of the members of the Association and its Board of Directors.

ARTICLE X: Amendments

Section 1 - Submission

The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the members.

Proposed amendments to the bylaws may be initiated by a majority of the Board of Directors or by a petition of one-third (1/3) of the members of the Association. Any such proposed amendment shall be presented to the Board of Directors at least thirty (30) days prior to the annual meeting.

Section 2 - Ratification

These bylaws may be amended at the annual general membership meeting by a majority vote of the members voting at the business meeting, provided that the proposed amendment(s) has/have been distributed by either electronic mail (e-mail) or postal service by the Board of Directors to the membership at least fifteen (15) days prior to the annual general membership meeting.

Approved changes shall be incorporated into these bylaws and the date of the amendment shall be noted.

Adopted by the initial members on this 17th day of November 1981.

Revised 1991; 1992; 1995; 2001; 2002; 2004; October 27, 2005; October 13, 2006