The legal by-laws of the organization
ARTICLE I - ORGANIZATON
Section 1. The name of this organization shall be Iowa Association for Energy Efficiency (hereinafter referred to as "Association"). The geographical boundaries of this organization shall be the boundaries of the State of Iowa.
Section 2. The principal office of the Association in the state of Iowa shall be located in the city and county in which the IAEE chairperson or contractor equivalent resides or as otherwise determined by the board of directors.
Section 3. The fiscal year of this Association shall be the calendar year.
ARTICLE II - MISSION
The purpose of Association is to promote the art and science of the efficient use of energy. This shall be accomplished through exchange of ideas, information, and by other appropriate means. The Association shall strive to inform the public, institutions, and governments; to raise the level of public awareness and understanding of the efficient use of energy.
ARTICLE III - MEMBERSHIP
Section 1. Membership shall be open to any person individually or through associational sponsorship who shares the mission of the Association as set forth in Article II, and who pays the annual dues as set by the board of directors. Membership shall not be restricted to residents of Iowa; individual members and members through associational sponsorships are herein referred to as members, with all members having the same rights, privileges, and responsibilities.
Section 2. The board of directors, by affirmative note of at least two-thirds of all voting directors, may suspend or expel a member for cause after an appropriate hearing.
Section 3. A former member may file a written request for reinstatement with the chairperson or secretary of the board of directors. Upon affirmative vote of at least two-thirds of the voting members of the board of directors, the written request may be accepted and the member reinstated upon such terms as the board of directors may deem appropriate.
Section 4. A member is deemed not in good standing if he or she is late in paying membership fees or misrepresents his or her position in the Association.
ARTICLE IV - GOVERNMENT
Section 1. The affairs of this Association shall be governed by a body chosen from its membership which shall be the voting board of directors. The majority of the voting Directors must be residents of the State of Iowa.
Section 2. Voting directors’ responsibilities include:
- Participating in a minimum of 50% of the board meetings per year in person, via telephone, or alternative electronic methods.The voting directors determine the minimum number of board meetings or other valid methods of participating in or attending board meetings.
- Maintaining a current, valid, and unexpired membership in the Association.
- Where possible, providing financial or in-kind support to the Association
- Supporting the Association through active participation in at least one Association committee
- Determine the organization’s mission and set policies for its operation.
- Ensure the provisions of the organization’s charter, bylaws, and policy/procedures are being followed.
- Set the organization’s overall course from year to year and engage in longer range planning to establish its general course for the future.
- Assist in implementation of programs.
- Establish fiscal policy and boundaries, with budgets and financial controls.
- Provide adequate resources for the activities of the organization through direct financial contributions, in-kind contributions, and a commitment to fundraising.
- Promote the work of the organization.
- Develop and participate in member recruitment.
- Disclose any interests in transactions or decisions where there may be a potential conflict, and will not participate in discussion or vote in matters where a conflict of interest arises.
Section 3. The act of the majority of the voting directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws. A quorum is defined as the simple majority of all voting directors.
Section 4. The board shall consist of at least seven (7) voting directors and no more than 15 elected by the membership to serve a two (2)-year term, or other term as determined by the voting directors. The voting board of directors may change the numbers of voting and non-voting directors, provided that the number of voting board of directors is not fewer than seven (7).
Section 5. A director may be removed by affirmative vote of at least two-thirds of the voting members of the board at any meeting of the board, provided that at least ten (10) business days notice of the proposed action has been given to the entire board of directors then in office. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director(s) may be removed at the meeting.
Section 7. A director may resign his or her position at any time by submitting a written resignation to the Association chairperson including the expected date the resignation is effective.
Section 8. The board may delegate duties and responsibilities as may be necessary to administer the affairs of the Association.
Section 9. No company or organization shall have more than one representative on the voting board at any given time.
Section 10. The voting board of directors may at any time fill any vacancy on the board with any person so named to office until the expiration of the normal term of office of the person replaced.
Section 11. The voting board of directors shall have control over the affairs of the Association as determined by the membership, subject to limitation set forth in these bylaws, and as prescribed in the Articles of Incorporation.
Section 13. The voting board of directors shall direct all business and financial matters, including the dues of the Association and funding for, and on behalf of, the Association. The board shall be responsible for all moneys and property; and provide for an annual audit of all Association funds, records and accounting procedures.
Section 14. The voting board of directors shall call an annual meeting of the Association for the purpose of electing members of the board of directors, and to conduct any other general business of the Association.
Section 15. The voting board of directors shall prepare an annual report and make it available to the membership.
Section 16. The rules contained in "Robert's Rules of Order" shall be the parliamentary authority for procedure in all meetings and in all matters not covered in the bylaws.
Section 17. Voting board of directors of the Association must abstain from voting on any issue in which they might have a financial interest.
Section 18. The voting board of directors will select the Chairperson, Vice-Chairperson, and Secretary/Treasurer from amongst the voting board of directors.
Section 18a. The Chairperson shall; preside at all general meetings of this organization; represent the Association in dealing with outside agencies; be an ex-officio member of all committees, except a nominations committee: communicate to the Association such matters and such suggestions as may tend to promote the welfare of the Association, and transact business on behalf of the Association, or the Association board, acting at the direction of the board.
Section 18b. It shall be the duty of the Vice-Chairperson to preform such functions as may be delegated by the Chairperson and to act in place of the chairperson in the event of his or her inability to act.
Section 18c. The Secretary/Treasurer shall keep minutes of meetings, and report and perform other duties as required by the board or Executive Council. The Secretary/Treasurer shall be responsible for the financial
ARTICLE V - EXECUTIVE COUNCIL
Section 1. The Executive Council of the Association shall include Chairperson, Vice-Chairperson, and Secretary/Treasurer. The voting board of directors may create additional positions to the Executive Council. The total positions of the Executive Council shall not exceed six (6).
Section 2. Members of the Executive Council shall serve a term of one year or until their successors are chosen.
Section 3. The Executive Council of the Association may make decisions on behalf of the Association during intervals between meetings for business matter not requiring a two-thirds vote of the entire voting board. All action of the Executive Council shall be subject to review by the entire voting board.
Section 4. The voting board of directors will appoint other members of the Executive Council as necessary to fill vacancies.
Section 5. The voting board of directors may remove an officer from his position by a two-thirds majority vote.
ARTICLE VI - NOMINATIONS AND ELECTIONS
Section 1. Nomination for voting board of directors shall be received no later that thirty (30) calendar days prior to the annual meeting. Nominations can be made by any Association member in good standing.
Section 2. The Secretary/Treasurer, or their designee, shall distribute ballots bearing the nominations approved by the nominating committee to each member eligible to vote no late than two weeks prior to the annual meeting and such ballots shall be returned within two weeks to be valid. Votes submitted electronically must be received 24 hours prior to the annual meeting. Elected Board members shall assume their responsibilities on January 1 following the election.
Section 3. In the election of voting board of directors, the individuals receiving the largest number of votes shall be deemed elected. Only a single vote shall be cast by any member for any individual. The board shall resolve tie votes.
ARTICLE VII - EX-OFFICIO BOARD
Section 1. The voting board of directors will appoint members of the Ex-officio board, who shall be non-voting members of the board. The number of ex-officio board members shall not exceed the number of voting board members. An individual must be a member in good standing for one year before being eligible to serve as an ex-officio board member.
Section 2. Ex-officio board members shall serve a term of one year.
Section 3. Ex-officio board members responsibilities include:
a) Maintaining a current, valid, and unexpired membership in the Association.
b) Where possible, providing financial or in-kind support to the Association.
c) Where possible, providing information or opinions on affairs of the Association that are discussed at board meetings, in order to help benefit the Association and help voting board of directors reach decisions.
d) Supporting the Association through active participation in at least one Association committee.
e) Assist in implementation of programs.
f) Promote the work of the organization.
g) Develop and participate in member recruitment
Section 4. An Ex-officio board member may be removed by affirmative vote of at least two-thirds of the voting members of the board at any meeting of the board, provided that at least one week's notice of the proposed action has been given to the entire board of directors then in office. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director(s) may be removed at the meeting.
ARTICLE VIII - MEETINGS
Section 1. General Board Meetings - The Association board shall meet at a frequency agreed upon by the voting board members to conduct business of the Association. A majority of the voting board members participating in the meeting shall constitute a quorum. Board members will be given prior notice of official board meetings of at least ten (10) business days. An annual meeting of the board shall be held. A simple majority of all voting Directors shall constitute a quorum. Reasonable notice of the time, place, and agenda of such meeting shall be given to the directors. Additional meetings of the board shall be held as needed.
Section 2. Executive Council Meetings - The Executive Council may meet as needed, convening at the call of the chair. A majority of members of the Executive Council shall constitute a quorum for the meetings.
Section 3. Annual General Assembly Meeting - There shall be a combined business and nomination meeting of the board before the end of the fiscal year. Notice of this meeting shall be given to all Association members. A majority of the voting board of directors present shall constitute a quorum. The purpose of the meeting shall be stated in the written notice distributed to all members at least thirty (30) calendar days prior to the meeting date. The business of this meeting must include, but is not limited to, election of voting board members for the succeeding year.
Section 4. Special Meetings - Special meetings of the board must be called upon request of four or more voting directors. Special meetings of the membership shall be held upon written request of 10% of the members of the Association. The purpose of the meeting shall be stated in the written notice distributed to all members at least ten (10) business days prior to the meeting date.
ARTICLE IX - COMMITTEES
The board will have four standing committees - nominating, conference, finance, and personnel. The purpose of the committees is to conduct specifically designated work of the board and to inform the board on relevant issues that might require more in-depth review and or attention. The chair may create other committees for specific purposes and the term of such committees shall not exceed one year.
Section 1. Nominating Committee: The nominating committee will be responsible for identifying candidates for election to the Association board of directors for the subsequent director elections. The board nominating committee will consider input from the board as well as all nominations made as described in Article VI, Section 1 of these bylaws as part of their identification process. The nominating committee will be compromised of the Secretary/Treasurer and two directors, provided they are not running for reelection. The secretary will lead the committee. In the event the Secretary is running for reelection, the Secretary will solicit another board member who is not running for reelection to chair the committee. The chair of the board will approve the members of the committee. Following board approval, candidates will appear on the election slate.
Section 2. Conference Committee: The conference committee will consist of at least three board members and may also consist of members in good standing with the Association. The committee will provide input on conference planning and provide updates to the Executive Council or the full board, as appropriate.
Section 3. Finance Committee: The finance committee will be comprised of the treasurer and Chairperson, or his or her designees. Additional members may be added at the discretion of the chair. The treasurer will lead the committee. The committee will be responsible for overseeing the finances of the Association and the preparation of annual operating budgets, conference and events budgets, and reporting on finances to the board. The finance committee is responsible to ensure financial audits are periodically performed, and to review and accept the audit report.
Section 4. Personnel Committee: The personnel committee will consist of the Chairperson, Vice-Chairperson and three board members. The Vice-Chairperson will lead the committee and preside at meetings. The committee will be responsible for reviewing and approving the Association's goals.
ARTICLE X - AMENDMENTS
Section 1. These by-laws may be amended by a two-thirds (2/3) vote of the voting members of the Association present at any regular meeting or special general assembly meeting, provided a quorum is present as defined in Article VIII, Section 3. Notice of proposed changes must be made available to all voting members of the Association no later than thirty (30) days prior to the meeting at which they are to be discussed.
Section 2. The vice chair of his or her designee will be responsible for regularly reviewing, updating, and revising the association's bylaws. The bylaws will be reviewed annually and recommendations to revise or update will be presented to the board, or as deemed necessary. Proposed amendments will be formally presented to the full board for consideration.
Section 3. Proposed amendments can be distributed to the board of directors at the meeting at which the proposed amendments are to be considered. Once presented, the board may discuss and vote on whether to propose the amendment to the voting members of the Association at that time, or vote on the amendment, provided the appropriate quorum is in attendance and the issue is of such minor materiality that extensive consideration is deemed unnecessary. In the event that the board believes the issue is of such materiality that the more thought and discussion is needed, the board may postpone the decision until a future meeting which is at least 30 days after the issue is raised.
Section 4. Discussion of the proposed by law amendments may result in modification or clarification in wording, grammar, and other incidentals without altering the primary content of the proposal.
ARTICLE XI - DISSOLUTION
In the event that there is the dissolution of the Iowa Association for Energy Efficiency, the latest voting board of directors and/or the Executive Council shall act on its behalf to collect the assets, pay any outstanding debts, and notify the members and pertinent persons, organizations and government bodies of this action. Any funds remaining would be contributed to the Iowa Energy Center.
1st amended effective date November 1998
2nd amended effective May 2008
Note approval date and effective date of November 8, 2012