Bylaws of the Des Moines Area Quality Assurance Association
An Iowa Non-Profit Corporation
Adopted by the Board of Directors
Date 7/1/2009
ARTICLE I – OFFICES
The principal office of the Corporation shall be in Polk County, Iowa, or at such other location designated by the Board of Directors.
ARTICLE II – PURPOSE
The purpose of the Corporation shall be exclusively non-profit and educational and shall be consistent with and at all times conform to the purposes set forth in the Articles of Incorporation of the Corporation.
ARTICLE III – THE BOARD OF DIRECTORS
The management and control of the property and affairs of the Corporation shall be vested in and its transactions shall be conducted by the Board of Directors.
Section 1. Number. The Board of Directors shall consist of at least three (3) to twenty one (21) persons. The exact number of directors to constitute the Board shall be agreed upon by the Board of Directors. If a new director position is created, it will be filled by a majority vote by the Board at the time of creation. In the event of a tie vote the President will have deciding vote. For the initial election of directors under this Bylaw, the Board of Directors shall consist of twelve persons.
Section 2. Term. Except as may be otherwise provided for in these Bylaws, Directors shall serve for a term of one (1) year.
Section 3. Removal. A director may be removed from office, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting, provided that at least five (5) days notice of such meeting is given to each director. The notice shall indicate that removal of the director is on the agenda for the meeting. Two-thirds of the directors then in office shall be required to constitute a quorum for a meeting involving the removal of a Director.
Section 4. Resignation. A director may resign at any time by giving written notice of his or her resignation to the Corporation. The resignation is effective when received by the Corporation, unless a later date has been specified in the notice.
Section 5. Vacancies. Any vacancy on the Board of Directors will be appointed by the remaining directors by a majority vote. In the event of a tie vote the President will have deciding vote. Such successor shall hold office for the unexpired term in respect of which such vacancy occurred.
Section 6. Quorum. Unless provided otherwise by these Bylaws, at all meetings of the Board of Directors, a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 7. Board Action. Except where otherwise required by law, by the Articles of Incorporation, or by these Bylaws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.
Section 8. Meetings. The Board of Directors may hold its meetings at such places and times as it shall establish by resolution. Attendance at meetings will be either in person or via conference call.
ARTICLE IV – OFFICERS
Section 1. Officers/Elections. The Officers of the Corporation shall be elected by the Members and shall consist of the President, the Vice President/Treasurer, and the Secretary. All Officers shall be elected each year at the annual general meeting of the Members. Officers of the Corporation must be Members of the Corporation. The President elect must have once held, at any time, a position on the Board of Directors. Officers, upon election by the Members, shall automatically become members of the Board of Directors, with the same term and limitations of the respective office for which the Member was elected.
The Board of Directors may also appoint such other officers (hereafter referred to as “officers-at-large”) as it shall deem necessary and they shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Officers at large automatically become members of the Board of Directors, for such time as they hold office.
The Board of Directors may also appoint such other “agents” as it shall deem necessary and they shall hold office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Agents appointed under this paragraph shall not by such appointment become members of the Board of Directors, unless such agent is already on the Board of Directors.
Section 2. Powers and Duties of the President. The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Board of Directors and special meetings. The President shall oversee the affairs of the Corporation and provide leadership for the Corporation. The President shall attend all meetings of the Members.
The President will provide the opening remarks and will present a yearly report of the Corporation’s activities at the Annual General Meeting.
The President shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect, will co-sign checks for the general operation, conduct correspondence that involves the Corporation, act as the primary contact for the Corporation, act as a liaison between professional, allied professional, and public associations.
The President formulates and ensures timely distribution of
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The Annual General Meeting, notice of meeting,
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The proxy form (30 days prior to meeting),
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The agenda for monthly meetings,
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The agenda for Annual General Meetings or Special Meetings.
The President shall have the general powers and duties of supervision and management usually vested in the office of the Chief Executive Officer of a corporation. The President shall serve in the position for a one-year term.
Section 3. Powers and Duties of the Vice-President/Treasurer. The Vice-President/Treasurer shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe. The Vice-President/Treasurer shall attend all meetings of the Members and of the Board of Directors. Upon the removal or resignation of the President, the Vice-President shall assume the position of President of the Corporation and shall serve in that capacity for the remainder of the President’s unexpired term. The Vice-President shall be an ex officio member of all standing committees.
The Vice President/Treasurer shall keep accurate financial records for the Corporation, deposit money and checks in the name of and to the credit of the Corporation in the bank designated by the Board of Directors, disburse funds and issue checks in the name of the Corporation for the general operation.
The Vice President/Treasurer shall, at each meeting of the Board of Directors provide an account of transactions and the financial condition of the Corporation; and provide an account of the financial condition of the Corporation at the Annual General Meeting.
The Vice-President/Treasurer shall preside at all meetings of the Board of Directors and special meetings or Annual General Meeting of the membership of the Corporation in the absence of the President, assist in the duties of the President and perform other duties prescribed by the President.
The term of office of the Vice-President/Treasurer shall be one year.
Section 4. Powers and Duties of the Secretary. The Secretary shall attend all meetings of the Members, meetings of the Board of Directors, and special meetings or Annual General Meeting; and record all votes and the minutes of all proceedings and shall give notice of all such meetings. The Secretary shall assist the president and board members with correspondence, affix the seal of the Corporation to such other papers as shall be required or directed to be sealed, and keep and maintain all records unless specified otherwise by the Bylaws.
The term of office of the Secretary shall be one year.
Section 5. Vacancies/Delegation of Duties. With the exception of the office of President, any vacancy of any office may be filled by the Board of Directors by a majority vote. The successor or successors shall hold office for the unexpired term. In case of the absence of any officer of the Corporation, or for any reason that the Board may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other officer, or to any director, provided a majority of the entire Board of Directors concurs.
Section 6. Terms of Office. The terms of each of the officers shall be for a period of one year. Unless the Board or these Bylaws provide otherwise, officers take office on January 1 of each calendar year. The term of the initial Board or Directors will be until December 31, 2010.
Section 7. Limitation on Term. Unless otherwise provided or required by these Bylaws, there is no limit to the number of terms of office that may be held by any Member for any position of the Corporation.
ARTICLE V – COMMITTEES
Section 1. General. Committees of the Corporation shall have such authority and responsibilities as determined by the Board of Directors. The Board of Directors may create additional committees as from time to time it may determine is in the best interest of the Corporation.
Section 2. Committee Membership. Except as may be provided for otherwise in these Bylaws, members of committees need not be Board members. Members of committees must be Members of the Corporation in order to vote, and any Corporation Member may participate in committee meetings.
Section 3. Committee Chairs. The chair of each standing committee shall be elected at the Annual General Meeting of the Members of the Corporation. Except as may be otherwise provided for in these Bylaws, Committee Chairs shall serve for a term of one (1) year. Committee Chairs shall be members of the Board of Directors.
Section 4. Requirements. Each committee shall report its actions to the Board at each Board meeting and shall submit to the Board of Directors all requests for action, including budget approval.
Section 5. Executive Committee. The Executive Committee shall be a standing committee of the Corporation. The Executive Committee shall be comprised of the following officers and Members of the Corporation: President, Vice-President/Treasurer, and Secretary. Members of the Executive Committee shall be members of the Board of Directors. The role of the Executive Committee is as defined in these Bylaws and as otherwise directed by the Board of Directors.
Section 6. Program Committee. The Program Committee shall be a standing committee of the Corporation. The Program Committee shall be responsible primarily for the preparing and developing the program agenda for the Corporation. The chair of the Program Committee shall have the responsibility of appointing members to the committee.
The Program Chair shall attend all meetings of the Members and of the Board of Directors and shall have responsibility for ensuring the program portion of each membership meeting throughout the Program Year. This includes the identification of all topics and speakers that are of interest to the Members of the Corporation. The responsibilities will be fulfilled by:
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appointing and overseeing a Program Committee,
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completing meeting site arrangements,
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coordinating timely payment of any required contracts for the meeting room/resources with the Treasurer.
Section 7. Membership Committee. The Membership Committee shall be a standing committee of the Corporation. The chair of the Membership Committee shall have the responsibility of appointing members to the committee.
The Membership Chair shall attend all meetings of the Members and of the Board of Directors and provide a written report for each Board of Directors meeting.
The Membership Chair shall attend and take attendance at monthly meetings, print and laminate name badges for Members, in-activate lapsed memberships, send email confirmation of membership to new and renewing Members, mail and email renewal notices to Members, and respond to general membership inquiries. The Membership Chair shall enter new and renewing memberships, maintain the membership database of Members, visitors, and associated statistics, and publish a membership directory to the DAQAA website.
The Membership Chair shall coordinate membership with corporations and keep the list of approved corporate Members.
Section 8. Communication and Marketing Committee. The Communication and Marketing Committee shall be a standing committee of the Corporation. The chair of the Communication and Marketing Committee shall have the responsibility of appointing members to the committee.
The Communication and Marketing Chair shall attend all meetings of the Members and of the Board of Directors, maintain the website, and actively market DAQAA within the Des Moines area to expand membership and the visibility of programs and services. The Communication and Marketing Chair shall serve as the focal point for common information shared with the general public.
Section 9. Education Committee. The Education Committee shall be a standing committee of the Corporation. The chair of the Education Committee shall have the responsibility of appointing members to the committee.
The Education Chair shall attend all meetings of the Members and of the Board of Directors and provide Members will information on professional certifications and education.
Section 10. Ad Hoc Committees. The President may from time to time appoint special or ad hoc committees and the chairs of such committees for the discharge of particular duties.
Section 11. Special Interest Groups. The Board may from time to time create Special Interest Groups. A Special Interest Group must relate to quality assurance or quality control. A Special Interest Group must have a written purpose and a named chairperson prior to its creation. A member of a Special Interest Group must also be a Member of the Corporation. The Special Interest Group must share their work with the Members at least once each year. The Executive Committee shall review the work of each Special Interest Group and make appropriate findings concerning the Special Interest Group’s continuation or dissolution.
Section 12. Removal. A Committee Chair may be removed from office, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting, provided that at least five (5) days notice of such meeting is given to each director. The notice shall indicate that removal of the director is on the agenda for the meeting. Two-thirds of the directors then in office shall be required to constitute a quorum for a meeting involving the removal of a Committee Chair.
Section 13. Resignation. A Committee Chair may resign at any time by giving written notice of his or her resignation to the Corporation. The resignation is effective when received by the Corporation, unless a later date has been specified in the notice.
Section 14. Vacancies. Any vacancy of a Committee Chair may be filled by the Board of Directors by a majority vote. Such successor shall hold office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VI – MEMBERSHIP
The Corporation shall have two types of Members: Individual and Corporate. Membership is open to all individuals and organizations involved or interested in software quality assurance or software quality control.
Section 1. Admission and Membership Dues. All Members shall be admitted upon the payment of the annual fees and completion of such membership application or registration form. Annual fees or dues for all Members may be waived by a two-thirds vote of the Corporation’s Board of Directors then in office. Members may be discharged or expelled by a majority vote of the Members of the Corporation.
Section 2. Individual. Individual Members are individuals representing themselves. Individual Members are entitled to receive all mailings of the Corporation, including newsletters and notifications of all meetings.
Section 3. Corporate Member. Corporate Members are entitled to receive all mailings of the Corporation, including newsletters and notifications of all meetings. A Corporate Member must inform the Corporation of its representative who will serve as the point of contact between the Corporation and the Corporate Member. That Corporate representative can change individual memberships within their company at-will by notification of the Membership Committee Chair.
Section 4. Member Participation. Any Individual or Corporate Member may attend any Member or board meeting.
Section 5. Distribution of the Membership List. To promote networking, all Members will receive the complete membership list including contact information. If requested in writing (either by mail, facsimile, or e-mail), Members may avoid contact by notifying the Corporation of the Member’s option to have their contact information removed from the distributed membership list. Upon receipt of such a request, the Corporation shall remove the Member from any further distributed membership lists.
ARTICLE VII – MEETINGS
Section 1. Annual General Meeting – Members. The annual general meeting of the Corporation shall be held in October of each year at such date, time and place as the Board of Directors may determine. Except as may be provided for otherwise in these Bylaws, the Officers shall be elected at the annual general meeting of the Corporation’s Members. The vote for the Directors and, upon demand of any Member, the vote upon any question before the meeting shall be by ballot or by a method chosen by the Board. Unless otherwise provided by these Bylaws, all elections shall be had and all questions decided by a plurality vote.
Section 2. Special Meetings – Members. Special meetings of the Members of the Corporation may be called at any time by the President and shall be called by the President and Secretary upon the written request of at least ten percent of the Members. Such request shall state the purpose(s) of the proposed meeting, and all business transacted at special meetings shall be confined to the objects stated in the call.
Section 3. Annual General Meeting – Directors. The annual general meeting of the Board of Directors shall be held without notice immediately following the adjournment of the annual general meeting of the Members or they may meet at such time and such place as the Board of Directors determines.
Section 4. Special Meetings – Directors. Special meetings of the Board of Directors may be called by the President, and shall be called by the President or the Secretary at the written request of the majority of the directors. Such request shall state the purpose or purposes of the proposed meeting, and no business shall be transacted at such special meeting other than that set out and described in the call for such meeting.
Section 5. Notice. Written notice of the annual general meeting of the Corporation shall be mailed at least ten (10) days prior to the meeting to each Member at such address as appears on the records of the Corporation. Written notice of special meetings of the Members, stating the time, place, and object thereof, shall be mailed at least five (5) days before such meeting. No notice of the annual general meeting of the Board of Directors shall be necessary, provided a majority of the whole Board be present at the annual Members meeting. Written notice of special meetings of the Board of Directors stating the time, place and object thereof, shall be mailed at least three (3) days before each meeting to each director at such address as appears on the records of the Corporation. The term “mail” or “mailed” in this Bylaw shall mean transmission by United States postage, electronic mail (e-mail), or facsimile.
Section 6. Quorum. Five percent (5%) of the total voting membership shall constitute a quorum at a meeting of the Members for the transaction of business.
Section 7. Member Voting. Each Individual or Corporate Member is entitled to one vote on each matter voted on by the Members.
ARTICLE VIII – FINANCES
Section 1. Checks.All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may, from time to time, designate.
Section 2. Fiscal Year. Unless otherwise required by the U.S. Internal Revenue Service or the appropriate state Department of Revenue, the fiscal year of the Corporation is the calendar year ending on December 31.
Section 3. Collected Funds. Any dues, contributions, grants, bequests, or gifts made to the Corporation shall be accepted or collected only as authorized by the Board of Directors.
Section 4. Deposit of Funds. All funds of the Corporation shall be deposited to the credit of the Corporation under such conditions and in such banks as shall be designated by the Board of Directors.
Section 5. Treasurer’s Report. A report of the financial operation and the annual audit of the Corporation shall be made by the Treasurer at least annually to the Board of Directors.
ARTICLE IX – INDEMNIFICATION
The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the Laws of the State of Iowa, as now in effect, or as the same may be hereafter modified.
ARTICLE X – AMENDMENTS
The Articles and Bylaws of the Corporation may be amended or altered by a vote of the majority of the Members of the Corporation present at any regular meeting or at any special meeting at which a quorum is present, called for that purpose, or by written action. In addition, the Board of Directors, by a two-thirds vote of directors present and entitled to vote, at a duly called meeting of the Board, may amend or alter the Bylaws or the Articles of Incorporation of the Corporation. The Secretary of the Corporation shall be responsible for recording any amendments to the Bylaws and ensuring that current and accurate Bylaws, including any amendments, are on file at the Corporation’s registered office.
ARTICLE XI – EFFECTIVE DATE
These Bylaws shall become effective July 1, 2009. These Bylaws replace all Bylaws previously adopted or amended by Members or officers of the unincorporated association which preceded the formation of the Corporation. Laura Kelly, the undersigned Secretary of the Corporation, hereby affirms and certifies that the Board of Directors of Des Moines Area Quality Assurance Association approved the above-stated Bylaws on July 1, 2009.
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Laura Kelly – Secretary