ARTICLE I – OBJECTIVES
The name of the corporation is Southwest Iowa Mediation Center (herein referred to as “the Corporation”). Articles of Incorporation were filed on January 9, 2009, under the Iowa Nonprofit Corporation Act. The principal office of the Corporation in the State of Iowa shall be located in the City of Council Bluffs. The Corporation may have such other offices, within or without the State of Iowa, as the business of the Corporation may require from time to time. The registered office of the Corporation required by the laws of the state of Iowa shall be as provided in the Articles of Incorporation subject to change, from time to time, by resolution of the Board of Directors and filing a statement of such change as required by Iowa law.
ARTICLE II – MISSION STATEMENT AND PURPOSES
“The mission of the Corporation is to provide mandatory mediation in child custody cases, to mediate resolutions for other disputes suitable for such processes, and to bring mediation to the attention of the judiciary, the practicing bar, and the public both through the practice of dispute resolution and through mediation education.”
ARTICLE III – MEMBERS
The corporation shall not have any members.
ARTICLE IV – BOARD OF DIRECTORS
(1) General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have the sole voting power for the Corporation.
(2) Number and Election of Directors. The number of directors shall be at least five (5) and no more than nine (9). The initial directors shall be those individuals named in the Articles of Incorporation, and each director shall hold office until a successor shall have been duly elected and qualified. At least two directors shall be an active Judges of the Fourth Judicial District of the State of Iowa. The remaining directors shall be attorneys licensed in the State of Iowa.
(3) Annual Meeting. The annual meeting of the directors shall be held, without further notice than these Bylaws, on the second Friday in January of each year beginning in the year 2010, beginning at 4:00 p.m., at the principal office of the Corporation. The directors may designate the another time and place, either within or without the State of Iowa, for any annual meeting. At each annual meeting, the directors shall elect directors and officers to hold office until the next annual meeting.
(4) Other Meetings. The Board of Directors may provide by resolution for the holding of regular meetings of the directors without other notice than such resolution. Special meetings of the directors may be called by the President or any three of the Directors. The Board of Directors may designate the time and place, either within or without the State of Iowa, for any regular or special meeting. Written or printed notice of any special meeting stating the purpose or purposes for which the meeting is called shall be given at least three (3) days in advance, delivered personally, by mail, or by facsimile, by or at the direction of the President or the directors calling the meeting, to each director. If mailed, such notice shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the Member at their address as it appears on the records of the Corporation.
Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors.
Any director may participate in any meeting of the Board of Directors by conference telephone or similar communications equipment by which all persons participating in the meeting shall be able to hear each other, and participation in a meeting pursuant to this paragraph shall constitute presence in person at the meeting.
All directors are required to attend a minimum of half of all regularly scheduled meetings during each calendar year. The un-excused failure to attend such number shall be presumed to be a voluntary resignation from the Board by such director.
(4) Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. If a quorum is present, the act of the majority of the directors present at a meeting shall be the act of the Board of Directors.
(5) Resignation, Removal and Vacancies. A director may resign at any time by filing written notice with the Secretary. A director may be removed by the vote of the other directors. Any vacancy occurring as a result of resignation, removal, death, incapacity or otherwise shall be filled by appointment of the then Board of Directors even if less than a quorum. A director elected to fill any vacancy shall be elected for the unexpired term of the predecessor.
(6) Compensation. No director shall receive any compensation for services rendered. By resolution of the Board, a director may be reimbursed for their actual expenses for approved business of the Corporation.
ARTICLE V – COMMITTEES
Nominating Committee. The Nominating Committee shall be composed of two (2) directors and one (1) individual who is not a director, all selected by the Board. The Nominating Committee shall provide a slate of directors and officers for the Corporation to be presented to the Board of Directors. Nominations shall also be accepted from the floor. The Nominating Committee shall have such other duties and responsibilities as may be prescribed to it by the Board of Directors from time to time.
(2) Other Committees. The Board of Directors shall have the power to form such other standing or special committees it deems necessary.and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected by the Board of Directors and shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The offices of Secretary and Treasurer may be held by the same Person, and any other offices may be held by one or more persons.
ARTICLE VI – OFFICERS
(1) Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer.
(2) Terms. The officers shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and qualified. No officer shall serve more than three (3) consecutive years in any one office. An officer may resign at any time by filing a written resignation with the Board of Directors. The Board of Directors may remove any officer at any time. Any vacancy in any office occurring as a result of resignation, removal, death, incapacity or otherwise shall be filled by a vote of the directors.
(2) President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the corporation, subject to the general powers of the Board of Directors. The President shall preside at all meetings of the Members and of the Board of Directors. The President shall perform such other duties as may be prescribed by the Board of Directors from time to time.
(3) Vice President. The Vice President shall perform the duties of the President in the absence of the President.
(4) Secretary. The Secretary shall keep the minutes of all meetings of the Corporation and shall record all actions taken and votes thereon. The Secretary shall see that all notices are duly given in accordance with these Bylaws or as required by law, and be the custodian of all corporate records.
(5) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the corporation and shall make periodic reports of the financial condition of the corporation to the Board of Directors.
(6) Compensation. No officer shall receive any compensation for services rendered. By resolution of the Board, an officer may be reimbursed for their actual expenses for approved business of the Corporation.S.
ARTICLE VII – MISCELLANEOUS
(1) Contracts. The Board of Directors may authorize any officer or officers to enter into any contract or to execute and deliver any instrument, check, or draft in the name of and on behalf of the corporation.
(2) No Shares of Stock. There shall be no shares of stock of this corporation.
(3) No Seal. The corporation shall not have a seal.
(4) No Loans. There shall be no loans by the corporation to any director or officer.
(5) Fiscal Year. The fiscal year of the corporation shall commence on January 1st and end on December 31st of each year.The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, 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 Corporation, and such authority may be general or confined to specific instances.
ARTICLE VIII – INDEMNIFICATION
Any person who is or was an officer, director, employee or agent of this corporation shall be entitled to indemnification by this corporation to the extent the same is permitted or required pursuant to the provisions of Iowa Nonprofit Corporation Act.
ARTICLE IX – AMENDMENTS
These Bylaws may be altered, amended, or replaced and new Bylaws may be adopted at any meeting of the Board of Directors called specifically for such purpose by the majority vote of all of the then existing Directors.
IN WITNESS WHEREOF the foregoing Bylaws were adopted this ____ day of _____, 2009.
Southwest lowa Mediation Center, an Iowa non-protit corporation
Charles L. Smith, III, director
James Richardson, director
Timothy O’Grady, director
Greg W. Steensland, director
J.C. Salvo, director
Joanne C. Lorence, director
Jon E. Heisterkamp, director